<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 15)
CONNECTIVITY TECHNOLOGIES INC.
(formerly known as Tigera Group, Inc.)
(Name of Issuer)
Common Stock, $.04 par value
(Title of Class of Securities)
207865106
(CUSIP Number)
Charles B. Friedman, Esq.
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104
(212) 468-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 18, 1998
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
Page 1 of 16 Pages.
1
<PAGE> 2
AMENDMENT NO. 15 TO
CUSIP NO. 207865106 SCHEDULE 13D PAGE 2 OF 16 PAGES
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Hudson River Capital LLC (f/k/a Forschner Enterprises, Inc.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
W/C
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 1,854,044
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,854,044
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,854,044
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.3%
14 TYPE OF REPORTING PERSON
OO
2
<PAGE> 3
AMENDMENT NO. 15 TO
CUSIP NO. 207865106 SCHEDULE 13D PAGE 3 OF 16 PAGES
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Brae Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS (a) [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) (b) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7
NUMBER OF SHARES SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 215,962
REPORTING PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
215,962
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14 TYPE OF REPORTING PERSON
CO
3
<PAGE> 4
CUSIP NO. 207865106 AMENDMENT NO. 15 TO PAGE 4 OF 16 PAGES
SCHEDULE 13D
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Louis Marx, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH -0-
REPORTING PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
4
<PAGE> 5
AMENDMENT NO. 15 TO SCHEDULE 13D
Hudson River Capital LLC (successor by merger to Forschner Enterprises,
Inc. and formerly known as Victory Capital LLC ("Enterprises")), a Delaware
limited liability company ("Hudson River"), Brae Group, Inc., a Delaware
corporation ("Brae"), and Louis Marx, Jr. ("Mr. Marx") hereby amend and restate
the Statement on Schedule 13D, filed by Enterprises and The Forschner Group,
Inc. (currently known as Swiss Army Brands, Inc.), a Delaware corporation
("Forschner"), on June 17, 1994, as amended by Amendment No. 1 filed by
Enterprises and Forschner on November 18, 1994, Amendment No. 2 filed by
Enterprises on November 21, 1994, Amendment No. 3 filed by Enterprises on
December 15, 1994, Amendment No. 4 filed by Enterprises on December 30, 1994,
Amendment No. 5 filed by Enterprises on January 11, 1995, Amendment No. 6 filed
by Enterprises on January 26, 1995, Amendment No. 7 filed by Enterprises on
March 22, 1995, Amendment No. 8 filed by Enterprises on March 31, 1995,
Amendment No. 9 filed by Enterprises on June 19, 1995, Amendment No. 10 filed by
Enterprises on July 10, 1995, Amendment No. 11 filed by Enterprises on October
26, 1995, Amendment No. 12 filed by Enterprises on November 13, 1995, Amendment
No. 13 filed by Enterprises, Brae and Mr. Marx on December 18, 1995 and
Amendment No. 14 filed by Enterprises, Brae and Mr. Marx on January 31, 1996
(the "Schedule 13D"), with respect to the common stock, par value $.04 per
share, of Connectivity Technologies Inc. (formerly known as Tigera Group, Inc.),
a Delaware corporation.
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 15 to Schedule 13D (the "Amendment") relates to
shares of common stock, $.04 par value per share (the "Common Stock"), of
Connectivity Technologies Inc. (formerly known as Tigera Group, Inc.), a
Delaware corporation ("CTI"), whose principal executive offices are located at
667 Madison Avenue, 25th Floor, New York, New York 10021. The number of shares
reported in this Amendment reflect the Company's one-for-four reverse stock
split which was effected in December 1996.
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment is being filed jointly by Hudson River, Brae and Mr.
Marx.
Hudson River
Hudson River, a Delaware limited liability company, commenced
operations in January 1994 and currently conducts its operations through small
and medium sized companies in which it holds controlling or other equity
interests. The address of the principal business and principal office of Hudson
River is 667 Madison Avenue, 25th Floor, New York, New York 10021.
Set forth on Schedule A hereto is the name, the citizenship, the
business or residence address, the present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such occupation or employment is conducted, of each of the
directors and executive officers of Hudson River.
5
<PAGE> 6
During the last five years, neither Hudson River nor, to the best
knowledge of Hudson River, any other person identified on Schedule A, has or
have been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
During the last five years, neither Hudson River nor, to the best
knowledge of Hudson River, any person identified on Schedule A, was or were
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or were or is or are 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.
Brae
Brae, a Delaware corporation, holds equity interests in various
entities in diversified industries. The address of the principal business and
principal office of Brae is Suite 4900, 333 Clay Street, Houston, Texas, 77002.
Set forth on Schedule B hereto is the name, the citizenship, the
business or residence address, the present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such occupation or employment is conducted, of each of the
directors and executive officers of Brae.
During the last five years, neither Brae nor, to the best knowledge of
Brae, any other person identified on Schedule B, has or have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither Brae nor, to the best knowledge of
Brae, any person identified on Schedule B, was or were party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or were or is or are 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.
Mr. Marx
Mr. Marx is a United States citizen and a private investor. Mr. Marx's
business address is 667 Madison Avenue, New York, New York, 10021.
Mr. Marx does not directly own any shares of the Common Stock of CTI
and is joining in filing this statement as a matter of prudence by reason of the
fact that, as the holder of the majority voting interests in Brae, which, in
turn, owns indirectly a significant percentage of the outstanding voting
securities of Hudson River, Mr. Marx may be deemed to be the indirect beneficial
owner of the shares of Common Stock owned directly by Hudson River and Brae
within the meaning of Rule 13d-3 promulgated under the Exchange Act.
The present principal occupation or employment of Mr. Marx and the
name, principal business and address of any corporation or other organization in
which such occupation or employment is conducted is set forth on Schedule A.
6
<PAGE> 7
During the last five years, Mr. Marx has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, Mr. Marx was not 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.
On March 17, 1998, Hudson River purchased 30,000 shares of Common Stock
in an open market transaction at a price of $2.00 per share, and on March 18,
1998, Hudson River purchased an additional 75,000 shares of Common Stock in an
open market transaction at a price of $2.125 per share. The aggregate purchase
price for these purchases, inclusive of sales charges, was $219,375 and was paid
in cash from Hudson River's working capital.
ITEM 4. PURPOSE OF TRANSACTION.
Hudson River acquired the additional shares reported hereby in open
market transactions for investment purposes. As a result of such acquisitions
Hudson River currently holds 1,854,044 shares of Common Stock of CTI which
represents approximately 33.3% of the outstanding Common Stock of CTI.
Depending upon various factors, Hudson River may in the future take
such actions with respect to its holdings of Common Stock as it deems
appropriate in light of the circumstances and conditions existing from time to
time. Such actions may include, inter alia, the disposition, from time to time
or at any time, of all or a portion of the Common Stock, either in a
distribution to Hudson River's members or in the sale(s) of Common Stock in the
open market or in privately negotiated transactions to one or more purchasers,
as well as the acquisition of additional shares and other transactions.
Except as described herein, Hudson River has not currently formulated
any plans or proposals which relate to or would result in any of the following:
(a) The acquisition by any person of additional securities of CTI, or
the disposition of securities of CTI;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving CTI or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of CTI or any of
its subsidiaries, although it is noted that the Board of Directors of CTI has
announced the possible sale of the Energy Electric Assembly division of its
Connectivity Products Incorporated subsidiary;
7
<PAGE> 8
(d) Any change in the present board of directors or management of CTI,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of CTI;
(f) Any other material change in CTI's business or corporate structure;
(g) Changes in CTI's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of CTI by
any person;
(h) Causing a class of securities of CTI to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) A class of equity securities of CTI becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Hudson River is the direct beneficial owner of an aggregate
of 1,854,044 shares of Common Stock of CTI, constituting approximately 33.3% of
the outstanding Common Stock of CTI (based on 5,565,256 shares of Common Stock
outstanding on the date of filing this Amendment No. 15).
Brae is the direct beneficial owner of 215,962 shares of Common Stock
of CTI, constituting approximately 3.9% of the outstanding Common Stock (based
on 5,565,256 shares of Common Stock outstanding on the date of filing this
Amendment No. 15). In addition, as a significant indirect holder of the
outstanding voting securities of Hudson River, Brae may be deemed to be the
indirect beneficial owner, within the meaning of Rule 13d-3 promulgated under
the Exchange Act of 1934, as amended (the "Exchange Act"), of the 1,854,044
shares of Common Stock (constituting approximately 33.3%) owned directly by
Hudson River. The filing of this statement by Brae shall not be deemed to be an
admission by Brae that Brae is, for the purposes of Section 13(d) of the
Exchange Act, the beneficial owner of such shares of Common Stock held directly
by Hudson River. Brae disclaims indirect beneficial ownership of the shares of
Common Stock held directly by Hudson River, including, without limitation,
direct or indirect, voting power and/or investment power, whether sole, shared
or otherwise through any contract, arrangement, understanding, relationship or
otherwise.
Mr. Marx does not own directly any shares of Common Stock of CTI and is
joining in filing this amendment as a matter of prudence by reason of the fact
that, as the holder of the majority of the outstanding voting interests in Brae
which, in turn, owns indirectly a significant percentage of the outstanding
voting securities of Hudson River, Mr. Marx may be deemed to be the indirect
beneficial owner, within the meaning of Rule 13d-3 promulgated under the
Exchange
8
<PAGE> 9
Act, of (i) the 1,854,044 shares of Common Stock owned directly by Hudson River
and (ii) the 215,962 shares of Common Stock owned directly by Brae.
Hudson River has sole power to vote or direct the vote of 1,854,044
shares of Common Stock, shared power to vote or direct the vote of no shares of
Common Stock, sole power to dispose or to direct the disposition of 1,854,044
shares of Common Stock and shared power to dispose or to direct the disposition
of no shares of Common Stock. If, however, Brae is deemed to be the indirect
beneficial owner of the 1,854,044 shares of Common Stock owned directly by
Hudson River, Hudson River may be deemed to have sole power to vote or direct
the vote of no shares of Common Stock, shared power to vote or direct the vote
of 1,854,044 shares of Common Stock, sole power to dispose or to direct the
disposition of no shares of Common Stock and shared power to dispose or to
direct the disposition of 1,854,044 shares of Common Stock.
Brae has sole power to vote or direct the vote of 215,962 shares of
Common Stock and sole power to dispose or to direct the disposition of 215,962
shares of Common Stock. In addition, if Brae is deemed to be the indirect
beneficial owner of the 1,854,044 shares of Common Stock owned directly by
Hudson River, Brae may be deemed to have shared power to vote or direct the vote
of, and shared power to dispose or to direct the disposition of such 1,854,044
shares of Common Stock. Brae disclaims direct and indirect beneficial ownership
of the 1,854,044 shares of Common Stock held directly by Hudson River,
including, without limitation, direct or indirect, voting power and/or
investment power, whether sole, shared or otherwise through any contract,
arrangement, understanding, relationship or otherwise.
Mr. Marx has sole power to vote or direct the vote of no shares of
Common Stock and sole power to dispose or to direct the disposition of no shares
of Common Stock. If, however, Brae is deemed to be the indirect beneficial owner
of the 1,854,044 shares of Common Stock owned directly by Hudson River, as the
holder of the majority of the outstanding voting interests in Brae, Mr. Marx may
be deemed to have shared power to vote or direct the vote of, and shared power
to dispose or to direct the disposition of, the 1,854,044 shares of Common Stock
held directly by Hudson River. In addition, if Mr. Marx is deemed to be the
indirect beneficial owner of the 215,962 shares of Common Stock held directly by
Brae, Mr. Marx may be deemed to have shared power to vote or direct the vote of,
and shared power to dispose or to direct the disposition of such 215,962 shares
of Common Stock. Mr. Marx disclaims direct and indirect beneficial ownership of
the 1,854,044 shares of Common Stock and the 215,962 shares of Common Stock held
directly by Hudson River and Brae, respectively, including, without limitation,
direct or indirect, voting power and/or investment power, whether sole, shared
or otherwise through any contract, arrangement, understanding, relationship or
otherwise.
The beneficial ownership of shares of Common Stock of CTI of the
persons named in Schedule A to Item 2 hereof is set forth on Schedule C hereof.
Each of such persons set forth thereon has sole power to vote or direct the vote
of and sole power to dispose or direct the disposition of the shares of Common
Stock described to be beneficially owned by such person.
None of the persons named in Schedule B to Item 2 hereof is a
beneficial owner of shares of Common Stock of CTI.
9
<PAGE> 10
(c) The following table lists the transactions in the Common Stock that
were effected during the past 60 days:
<TABLE>
<CAPTION>
NAME DATE TRANSACTION PRICE PER TYPE OF TRANSACTION
SHARE
<S> <C> <C> <C> <C>
Hudson River Capital LLC March 17, 1998 Purchase of 30,000 $2.00 Open Market Purchase
shares
Hudson River Capital LLC March 18, 1998 Purchase of 75,000 $2.125 Open Market Purchase
shares
</TABLE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except for the Joint Filing Agreement, filed herewith as Exhibit A,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of CTI, including, but not limited to,
transfer or other voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Joint Filing Agreement, dated as of April 30, 1998, by and among
Hudson River, Brae and Mr. Marx.
10
<PAGE> 11
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned hereby certify that the information set forth in
this statement is true, complete and correct.
Dated: May 4, 1998
HUDSON RIVER CAPITAL LLC
By: /s/ Clarke H. Bailey
--------------------------------------
Clarke H. Bailey
Co-Chairman
BRAE GROUP, INC.
By: /s/ W. Kirk Bosche
--------------------------------------
W. Kirk Bosche
Vice President - Finance
By: /s/ Louis Marx, Jr.
--------------------------------------
Louis Marx, Jr.
11
<PAGE> 12
SCHEDULE A TO AMENDMENT 15 TO SCHEDULE 13D FILED JOINTLY
BY HUDSON RIVER CAPITAL LLC, BRAE GROUP, INC. AND LOUIS MARX, JR.
The following table sets forth certain information, as of the date hereof,
concerning each executive officer and director of Hudson River Capital LLC
("Hudson River"):
Name: Clarke H. Bailey
----------------------------------------
Co-Chairman of the Board and a Director
Citizenship: United States
Business Address: 667 Madison Avenue
New York, New York 10021
Principal Occupation: Co-Chairman of Hudson River
Name: Robert L. Egan
----------------------------------------
President and a Director
Citizenship: United States
Business Address: 667 Madison Avenue, Suite 2500
New York, New York 10021
Principal Occupation: President of Hudson River
Name: Herbert M. Friedman
----------------------------------------
Director
Citizenship: United States
Business Address: 667 Madison Avenue, 25th Floor
New York, New York 10021
Principal Occupation: Attorney
Name: Louis Marx, Jr.
----------------------------------------
Co-Chairman of the Board and a Director
Citizenship: United States
Business Address: 667 Madison Avenue, Suite 2500
New York, New York 10022
Principal Occupation: Private investor
12
<PAGE> 13
Name: John A. MacDonald
----------------------------------------
Director
Citizenship: United States
Business Address: c/o Hallmark Cards, Inc.
2501 McGee Traffic Way
Kansas City, MO 64108
Principal Occupation: Director, Private Investing, Hallmark,
Inc.
Name: Alasdair J.K. Pein
----------------------------------------
Director
Citizenship: South African
Business Address: c/o Task (USA), Inc.
30 Rockefeller Plaza
Room 5455
New York, NY 10112
Principal Occupation: President and Chief Executive Officer of
Task (USA), Inc.
Name: Stanley R. Rawn, Jr.
----------------------------------------
Director
Citizenship: United States
Business Address: 667 Madison Avenue
New York, New York 10021
Principal Occupation: Chief Executive Officer of
Noel Group, Inc.
13
<PAGE> 14
Name: James J. Reiss, Jr.
----------------------------------------
Director
Citizenship: United States
Business Address: Suite 3826, 701 Poydras Street
New Orleans, LA 70139
Principal Occupation: Managing Partner, TANO, L.L.C.
Name: Perry C. Rogers
----------------------------------------
Director
Citizenship: United States
Business Address: Agassi Enterprises
2302 West Sahara, Suite 1150
Las Vegas, NV 89102
Principal Occupation: Chief Operating Officer, Agassi
Enterprises
Name: Gregory P. Shlopak
----------------------------------------
Director
Citizenship: United States
Business Address: Cyrk, Inc.
3 Pond Road
Gloucester, MA 01930
Principal Occupation: Chairman of the Board and Chief
Executive Officer, Cyrk, Inc.
Name: Bernadette Brennan
----------------------------------------
Secretary
Citizenship: New Zealand
Business Address: 667 Madison Avenue, Suite 2500
New York, New York 10021
Principal Occupation: Director of Marketing, Hudson River
14
<PAGE> 15
SCHEDULE B TO AMENDMENT 15 TO SCHEDULE 13D FILED JOINTLY
BY HUDSON RIVER CAPITAL LLC, BRAE GROUP, INC. AND LOUIS MARX, JR.
The following table sets forth certain information, as of the date hereof,
concerning each executive officer and director of Brae Group, Inc. ("Brae"):
Name: M. Leo Hart
----------------------------------------
Director, President and Chief Executive
Officer
Citizenship: United States
Business Address: 200 Crescent Court, Suite 1375
Dallas, TX 75201
Principal Occupation: President, Brae
Name: George M. Nevers
----------------------------------------
Chairman of the Board of Directors and
President
Citizenship: United States
Residence Address: 1902 Wroxton Road
Houston, TX 77005
Principal Occupation: Oil and gas consultant
Name: W. Kirk Bosche
----------------------------------------
Vice President - Finance, Secretary and
Treasurer
Citizenship: United States
Business Address: Suite 4900, 333 Clay Street
Houston, TX 77002
Principal Occupation: Vice President - Finance of Brae
15
<PAGE> 16
SCHEDULE C TO AMENDMENT 15 TO SCHEDULE 13D FILED JOINTLY
BY HUDSON RIVER CAPITAL LLC, BRAE GROUP, INC. AND LOUIS MARX, JR.
<TABLE>
<CAPTION>
NAME OF NUMBER OF SHARES
BENEFICIAL OWNER OF COMMON STOCK PERCENTAGE
- ---------------- --------------- ----------
<S> <C> <C>
Clarke H. Bailey 9,500(1) *
Herbert M. Friedman -0-(2) *
John MacDonald 4,314 *
Stanley R. Rawn, Jr. 65,000 *
Gregory P. Shlopak 142,915 1.2%
</TABLE>
- --------------------
* Less than 1%
(1) Consists of 9,500 shares of Common Stock held directly. Does not reflect
50,000 shares of Common Stock currently issuable upon exercise of a
warrant which Mr. Bailey has agreed not to exercise until 1999 or 500
shares of Common Stock issuable upon exercise of an option which becomes
exercisable in 1999.
(2) Does not reflect 6,250 shares of Common Stock currently issuable upon
exercise of a warrant which Mr. Friedman has agreed not to exercise until
1999 or 500 shares of Common Stock issuable upon exercise of an option
which becomes exercisable in 1999.
16
<PAGE> 1
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into
as of this 30th day of April by and among Hudson River Capital LLC (successor
by merger to Forschner Enterprises, Inc.), a Delaware limited liability company
("Hudson River"), Brae Group, Inc., a Delaware corporation ("Brae"), and Louis
Marx, Jr. ("Mr. Marx").
WHEREAS, pursuant to Rules 13d-1 and 13d-2 promulgated by the
Securities and Exchange Commission (the "SEC") under the Securities Exchange Act
of 1934, as amended (the "Act"), Hudson River is obligated to file, and Brae and
Mr. Marx may be obligated to file, with the SEC, an amendment to the Schedule
13D (the "Amendment") relating to shares of the common stock, $.04 par value
(the "Common Stock"), of Connectivity Technologies Inc. (formerly known as
Tigera Group, Inc.), a Delaware corporation ("CTI"), owned beneficially or of
record, directly or indirectly, by Hudson River, Brae and Mr. Marx; and
WHEREAS, the parties hereto desire to file the Amendment jointly in
accordance with Rule 13d-1(k)(1) promulgated by the SEC.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein set forth and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
The parties hereby agree to file the Amendment jointly; such Amendment
to contain the information in respect of CTI Common Stock required by Schedule
13D on behalf of each of them in satisfaction of the obligation of each of them
under Rules 13d-1 and 13d-2 of the SEC. Each party is responsible for the
completeness and accuracy of only that information relating to it, him or its
respective executive officers and directors and controlling persons, and is not
responsible for the completeness or accuracy of any information concerning any
other party. The execution of the Amendment by each party shall constitute a
representation by such party that it neither knows nor has reason to believe
that any information concerning any other party contained in such statement is
inaccurate at the time of such execution.
IN WITNESS WHEREOF, each of the undersigned have signed this Agreement
or caused this Agreement to be executed by its duly authorized officer as of the
date first written above.
HUDSON RIVER CAPITAL LLC
By: /s/ Clarke H. Bailey
--------------------------------------
Name: Clarke H. Bailey
Title: Co-Chairman of the Board
BRAE GROUP, INC.
By: /s/ W. Kirk Bosche
--------------------------------------
Name: W. Kirk Bosche
Title: V.P. - Finance,
Secretary and Treasurer
/s/ Louis Marx, Jr.
-----------------------------------------
Louis Marx, Jr.
