SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Triton Group Ltd.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
896757101
(CUSIP Number)
Check the following box if a fee is being paid with this statement[ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7).
*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 subject to all other provisions of the Act (however, see the Notes).
<PAGE>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
FEDERATED INVESTORS
TAX I.D. #51-0316181
2 Check the appropriate box if a member of a group
(a) [ ]
(b) [ ]
3 SEC use only
4 Citizenship or Place of Organization
DELAWARE
Number of 5 Sole voting power 149,793
shares
beneficially 6 Shared voting power
owned
by each 7 Sole dispositive power 149,793
Reporting
Person with 8 Shared dispositive power
9 Aggregate Amount Beneficially Owned by Each Reporting Person
149,793
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (9)
2.7%
12 Type of Reporting Person
HC
<PAGE>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
VOTING SHARES IRREVOCABLE TRUST
2 Check the appropriate box if a member of a group
(a) [ ]
(b) [ ]
3 SEC use only
4 Citizenship or Place of Organization
PENNSYLVANIA
Number of 5 Sole voting power 149,793
shares
beneficially 6 Shared voting power
owned
by each 7 Sole dispositive power 149,793
Reporting
Person with 8 Shared dispositive power
9 Aggregate Amount Beneficially Owned by Each Reporting Person
149,793
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (9)
2.7%
12 Type of Reporting Person
OO
<PAGE>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JOHN F. DONAHUE
2 Check the appropriate box if a member of a group
(a) [ ]
(b) [ ]
3 SEC use only
4 Citizenship or Place of Organization
UNITED STATES
Number of 5 Sole voting power
shares
beneficially 6 Shared voting power 149,793
owned
by each 7 Sole dispositive power
Reporting
Person with 8 Shared dispositive power 149,793
9 Aggregate Amount Beneficially Owned by Each Reporting Person
149,793
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (9)
2.7%
12 Type of Reporting Person
IN
<PAGE>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
RHODORA J. DONAHUE
2 Check the appropriate box if a member of a group
(a) [ ]
(b) [ ]
3 SEC use only
4 Citizenship or Place of Organization
UNITED STATES
Number of 5 Sole voting power
shares
beneficially 6 Shared voting power 149,793
owned
by each 7 Sole dispositive power
Reporting
Person with 8 Shared dispositive power 149,793
9 Aggregate Amount Beneficially Owned by Each Reporting Person
149,793
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (9)
2.7%
12 Type of Reporting Person
IN
<PAGE>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
J. CHRISTOPHER DONAHUE
2 Check the appropriate box if a member of a group
(a) [ ]
(b) [ ]
3 SEC use only
4 Citizenship or Place of Organization
UNITED STATES
Number of 5 Sole voting power
shares
beneficially 6 Shared voting power 149,793
owned
by each 7 Sole dispositive power
Reporting
Person with 8 Shared dispositive power 149,793
9 Aggregate Amount Beneficially Owned by Each Reporting Person
149,793
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row (9)
2.7%
12 Type of Reporting Person
IN
<PAGE>
ITEM 1 (A). NAME OF ISSUER:
TRITON GROUP LTD.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL BUSINESS OFFICE:
550 West C Street
San Diego, CA 92101
ITEM 2(A). NAMES OF PERSONS FILING:
SEE ROW 1 OF COVER PAGES
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Federated Investors Tower
Pittsburgh, PA 15222-3779
ITEM 2(C). CITIZENSHIP:
SEE ROWS 1 AND 4 OF COVER PAGES
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(E). CUSIP NUMBER:
896757101
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSONS FILING ARE:
(g) [X] Parent Holding Company in accordance with Section 240.13d-1(b)(ii)(G)
(Note: See Item 7)
ITEM 4. OWNERSHIP:
A. Federated Investors (See Note 1, next page)
Item 4(a) Amount Beneficially Owned:............149,793
Item 4(b) Percent of Class:.....................2.7%
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 149,793
(ii) shared power to vote or direct the vote: 0
(iii) sole power of dispose or to direct the
disposition of:....................149,793
(iv) shared power to dispose or to direct the
disposition of:....................0
B. Voting Shares Irrevocable Trust (See Note 1, next page)
Item 4(a) Amount Beneficially Owned:............149,793
Item 4(b) Percent of Class:.....................2.7%
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 149,793
(ii) shared power to vote or direct the vote: 0
ITEM 4. OWNERSHIP: (CONTINUED):
(iii) sole power of dispose or to direct the
disposition of:....................149,793
(iv) shared power to dispose or to direct the
disposition of:....................0
C.....John F. Donahue (1)
Item 4(a) Amount Beneficially Owned:............149,793
Item 4(b) Percent of Class:.....................2.7%
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 0
(ii) shared power to vote or direct the vote: 149,793
(iii) sole power of dispose or to direct the
disposition of:....................0
(iv) shared power to dispose or to direct the
disposition of:....................149,793
Rhodora J. Donahue (1)
Item 4(a) Amount Beneficially Owned:............149,793
Item 4(b) Percent of Class:.....................2.7%
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 0
(ii) shared power to vote or direct the vote: 149,793
(iii) sole power of dispose or to direct the
disposition of:....................0
(iv) shared power to dispose or to direct the
disposition of:....................149,793
E. J. Christopher Donahue (1)
Item 4(a) Amount Beneficially Owned:............149,793
Item 4(b) Percent of Class:.....................2.7%
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 0
(ii) shared power to vote or direct the vote: 149,793
(iii) sole power of dispose or to direct the
disposition of:....................0
(iv) shared power to dispose or to direct the
disposition of:....................149,793
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner or more than
five percent of the class of securities. Check the following [X].
......
(1) The number of shares indicated represent shares beneficially owned by
registered investment companies advised by subsidiary of Federated Investors
that have been delegated the power to direct investments and power to vote the
securities by the registered investment companies' board of trustees or
directors. All of the voting securities of Federated Investors are held in the
Voting Shares Irrevocable Trust ("Trust"), the trustees of which are John F.
Donahue, Rhodora J. Donahue, and J. Christopher Donahue ("Trustees"). In
accordance with Rule 13d-4 under the 1934 Act, the Trust, Trustees and parent
holding company declare that the filing of this statement should not be
construed as an admission that any of the investment advisers, parent holding
company, Trust statement, and such advisers, parent holding company, Trust, and
Trustees expressly disclaim that they are the beneficial owners such securities.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT OF BEHALF OF ANOTHER PERSON:
......Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
SEE EXHIBIT "1" ATTACHED
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
ITEM 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing of influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
After reasonable inquiry and to the bets of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 10, 1998
By: /s/J. Christopher Donahue
Name/Title: J. Christopher Donahue, as President of Federated Investors
By: /s/J. Christopher Donahue
Name/Title: John F. Donahue, individually and as Trustee of Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact
By: /s/J. Christopher Donahue
Name/Title: Rhodora J. Donahue, individually and as Trustee of Voting
Shares Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact
By: /s/J. Christopher Donahue
Name/Title: J. Christopher Donahue, individually and as Trustee of Voting
Shares Irrevocable Trust
<PAGE>
EXHIBIT "1"
ITEM 3 CLASSIFICATION OF
REPORTING PERSONS
Identity and Classification of Each Reporting Person
IDENTITY CLASSIFICATION UNDER ITEM 3
Federated Management (e) Investment Adviser registered under
section 203 of the Investment Advisers
Federated Advisers (e) Investment Adviser registered under
section 203 of the Investment Advisers
Federated Investors (g) Parent Holding Company, in accordance
with Section 240.13d-1(b)(ii)(G)
Federated Investors, Inc. (g) Parent Holding Company, in accordance
with Section 240.13d-1(b)(ii)(G)
FII Holdings, Inc. (g) Parent Holding Company, in accordance
with Section 240.13d-1(b)(ii)(G)
Voting Shares Irrevocable Trust (g) Parent Holding Company, in accordance
with Section 240.13d-1(b)(ii)(G)
John F. Donahue (g) Parent Holding Company, in accordance
with Section 240.13d-1(b)(ii)(G)
Rhodora J. Donahue (g) Parent Holding Company, in accordance
with Section 240.13d-1(b)(ii)(G)
J. Christopher Donahue (g) Parent Holding Company, in accordance
with Section 240.13d-1(b)(ii)(G)
Federated Investors (the "Parent") is filing this Schedule 13G because it is the
parent holding company of Federated Management and Federated Advisers (the
"Investment Advisers"), which act as investment advisers to registered
investment companies, including Federated Growth Trust, that own shares of
common stock in Triton Group Ltd. (the "Reported Securities"). The Investment
Advisers are wholly owned subsidiaries of FII Holdings, Inc., which is wholly
owned subsidiary of Federated Investors, Inc., which is wholly owned by the
Parent. All of Parent's outstanding voting stock is held in the Voting Shares
Irrevocable Trust (the "Trust") for which John F. Donahue, Rhodora J. Donahue
and J. Christopher Donahue act as trustees (collectively, the "Trustees")). The
Trustees have joined in filing this Schedule 13G because of the collective
voting control that they exercise over the Parent. In accordance with Rule 13d-4
under the Securities Exchange Act of 1934, as amended, the Parent, the Trust and
each of the Trustees declare that this statement should not be construed as an
admission that they are the beneficial owners of the Reported Securities, and
the Parent, the Trust and each of the Trustees expressly disclaim beneficial
ownership of the Reported Securities.
<PAGE>
EXHIBIT `2"
AGREEMENT FOR JOINT FILING OF
SCHEDULE 13G
The following parties hereby agree to file jointly the statement on
Schedule 13G to which this Agreement is attached and any amendments thereto
which may be deemed necessary pursuant to Regulation 13D-G under the Securities
Exchange Act of 1934:
1. Federated Investors, as parent holding company of the investment
advisers to registered investment companies that beneficially own
the securities.
2. Voting Shares Irrevocable Trust, as holder of all the voting shares of
Federated Investors
3. John F. Donahue, individually and as Trustee
4. Rhodora J. Donahue, individually and as Trustee
5. J. Christopher Donahue, individually and as Trustee
It is understood and agreed that each of the parties hereto is responsible
for the timely filing of such statement and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein, but such party unless is not responsible for the completeness or
accuracy of information concerning the other parties unless such party knows or
has reason to believe that such information is incomplete or inaccurate.
It is understood and agreed that the joint filing of Schedule 13G shall
not be construed as an admission that the reporting persons named herein
constitute a group for purposes of Regulation 13D-G of the Securities Exchange
Act of 1934, nor is a joint venture for purposes of the Investment Company Act
of 1940.
Date: February 10, 1998
By: /s/J. Christopher Donahue
Name/Title: J. Christopher Donahue, as President of Federated Investors
By: /s/J. Christopher Donahue
Name/Title: John F. Donahue, individually and as Trustee of Voting Shares
Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact
By: /s/J. Christopher Donahue
Name/Title: Rhodora J. Donahue, individually and as Trustee of Voting
Shares Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact
By: /s/J. Christopher Donahue
Name/Title: J. Christopher Donahue, individually and as Trustee of Voting
Shares Irrevocable Trust
