<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
---------
Ridgewood Properties, Inc.
--------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------
(Title of Class of Securities)
766286207
--------------------------------------------------------
(CUSIP Number)
Mark G. Foletta
550 West "C" Street, Suite 1880
San Diego, California 92101
(619) 231-1818
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 1, 1996
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 766286207 SCHEDULE 13D Page 2 of 5 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
Triton Group Ltd.
04-2465278
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
N\A
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
00
- -------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
N/A
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 1,350,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 1,350,000
--------------------------------------------------
(9) Sole Dispositive
Power 1,350,000
--------------------------------------------------
(10) Shared Dispositive
Power 1,350,000
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,350,000
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
1,350,000
--------- = 55.4%
2,438,480
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 5
Item 1. SECURITY AND ISSUER.
Security: Common Stock, par value $.01 per share ("Common Stock")
Issuer: Ridgewood Properties, Inc. ("Ridgewood")
Address: 2859 Paces Ferry Road, Suite 700
Atlanta, Georgia 30339
Item 2. IDENTITY AND BACKGROUND.
This statement is being filed by Triton Group Ltd., a Delaware corporation
("Triton"). Its principal business and offices are located at 550 West "C"
Street, Suite 1880, San Diego, California 92101. Triton is an operating/holding
company.
Neither Triton nor, to the best of its knowledge, any of its executive
officers or directors has during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Triton owns 450,000 shares of Series A Convertible Preferred Stock, par
value $1.00 per share, of Ridgewood ("Series A Preferred Stock") pursuant to the
Stock Purchase Agreement (as defined and described in Item 6 below). Ridgewood
issued the Series A Preferred Stock to Triton (along with $8,042,240 in cash) in
exchange for 1,455,280 shares of Ridgewood Common Stock held by Triton (without
giving effect to a subsequent three-for-one stock split of the Ridgewood Common
Stock). See Item 5(c) below.
Item 4. PURPOSE OF TRANSACTION.
Triton's acquisition of the securities of Ridgewood was for investment
purposes only.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Triton beneficially owns 1,350,000 shares (55.4%) of the Ridgewood
Common Stock. All of such shares may be acquired by Triton within 60
days upon conversion of the Series A Preferred Stock. The Series A
Preferred Stock became convertible into Ridgewood Common Stock on
September 1, 1996. See Item 6 below.
(b) Triton has sole power to vote and direct the disposition of the above
shares.
(c) In December 1985, Pier 1 Inc., the former parent company of Ridgewood,
distributed to its stockholders all of the outstanding shares of
Ridgewood Common Stock. As a result of this spin off, Intermark,
Inc., the former parent company of Triton, acquired its interest in
the Ridgewood Common Stock. In June 1993, Intermark merged into
Triton
<PAGE>
Page 4 of 5
pursuant to their Joint Plan of Reorganization in the United States
Bankruptcy Court. Triton thereby became the holder of Intermark's
interest in the Ridgewood Common Stock, which Triton subsequently
sold to Ridgewood in exchange for, among other things, 450,000 shares
of Series A Preferred Stock. See Item 6 below.
(d) None.
(e) Not Applicable.
Item 6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER.
On August 15, 1994, Triton entered into a Stock Purchase Agreement (the
"Stock Purchase Agreement") with Ridgewood pursuant to which Triton sold to
Ridgewood 1,455,280 shares of Ridgewood Common Stock held by Triton (without
giving effect to a subsequent three-for-one stock split of the Ridgewood Common
Stock) in exchange for $8,042,240 in cash and 450,000 shares of Series A
Preferred Stock. On September 1, 1996, each share of Series A Preferred Stock
became convertible into three shares of Ridgewood Common Stock, subject to
certain antidilution adjustments. The Series A Preferred Stock accrues
dividends at a rate of $0.40 per share annually from the date of issuance
through October 31, 1996, and at a rate of $0.80 per share annually thereafter.
The Series A Preferred Stock is redeemable by Ridgewood at any time at a
redemption price of $8.00 per share plus all accrued and unpaid dividends. In
the event of any liquidation, dissolution or winding up of Ridgewood, whether
voluntary or involuntary, the holders of Series A Preferred Stock are entitled
to receive $8.00 per share plus all accrued and unpaid dividends. If and
whenever a "dividend default" exists with respect to the Series A Preferred
Stock (i.e., two quarterly dividends, whether or not consecutive, are in
arrears), the holders of Series A Preferred Stock are entitled to vote, together
with the holders of Ridgewood Common Stock, on all matters considered at special
or annual meetings of stockholders of Ridgewood. So long as a minimum of 50,000
shares of Series A Preferred Stock are outstanding, the holders of Series A
Preferred Stock are entitled to elect one additional director to serve on the
Ridgewood Board of Directors (presently Michael M. Earley, President and Chief
Executive Officer of Triton, serves on the Ridgewood Board). Under the Stock
Purchase Agreement, Triton has agreed not to transfer any shares of Series A
Preferred Stock (including shares of Ridgewood Common Stock that may be issued
upon conversion) without the prior written consent of Ridgewood, which consent
may not be unreasonably withheld.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Stock Purchase Agreement, dated as of August 15, 1994, by and between
Ridgewood Properties, Inc. and Triton Group Ltd. (incorporated by
reference to a Report on Form 8-K/A filed by Triton Group Ltd. with
the Securities and Exchange Commission on September 2, 1994).
<PAGE>
Page 5 of 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: January 8, 1997 TRITON GROUP LTD.
By:/s/ MARK G. FOLETTA
-----------------------------------------
Mark G. Foletta
Senior Vice President, Chief Financial
Officer and Corporate Secretary
