SECURITY INVESTMENTS GROUP INC, SC 13D, 1997-12-19

SECURITY INVESTMENTS GROUP INC
SC 13D, 1997-12-19
SAVINGS INSTITUTION, FEDERALLY CHARTERED

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<PAGE>

Page 1 of 57

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. _______)*

SECURITIES INVESTMENTS GROUP, INC.
----------------------------------
(Name of Issuer)

Common Stock, $.10 par value
----------------------------
(Title of Class of Securities)

814341103
---------
(Cusip Number)

Mr. Robert Linton, 2050 Maurice River Parkway, Vineland, NJ 08360

With a copy to:

Ralph V. De Martino, Esq., 1818 N Street NW, Suite 400 Washington, D.C. 20036
-----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

October 22, 1997
----------------
(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 [_].

Check the following box if a fee is being paid with the 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 five percent or less of such class.)
(See Rule 13d-7.)

NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d-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>

Page 2 of 57

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Linton (###-##-####) & Phyllis Linton
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)

[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES
NUMBER OF -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 435,136 SHARES
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 41,985 SHARES
PERSON ------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,985 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.89%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>

Page 3 of 57

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elbert G. Basolis, Sr.
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)

[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES
NUMBER OF -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 435,136 SHARES
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 64,671 SHARES
PERSON ------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,671 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.37%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
<PAGE>

Page 4 of 57

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rudolph & Gladys Cinotti
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)

[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES
NUMBER OF -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 435,136 SHARES
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 44,918 SHARES
PERSON ------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,918 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.95%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>

Page 5 of 57

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vallee Gugliemi
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)

[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES
NUMBER OF -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 435,136 SHARES
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 50,000 SHARES
PERSON ------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.06%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>

Page 6 of 57

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eric & Liis Hensel
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)

[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES
NUMBER OF -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 435,136 SHARES
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 12,147 SHARES
PERSON ------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,147 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.26%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>

Page 7 of 57

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gloria Levari
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)

[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES
NUMBER OF -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 435,136 SHARES
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,746 SHARES
PERSON ------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,746 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.16%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>

Page 8 of 57

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Salve Maurizio
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)

[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES
NUMBER OF -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 435,136 SHARES
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 27,991 SHARES
PERSON ------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,991 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.59%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>

Page 9 of 57

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. Ramachandra and Padmavathia T. Reddy
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)

[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES
NUMBER OF -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 435,136 SHARES
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 50,000 SHARES
PERSON ------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

Page 10 of 57

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frank Romano
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)

[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES
NUMBER OF -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 435,136 SHARES
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 17,015 SHARES
PERSON ------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,015 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.36%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>

Page 11 of 57

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lorenzo Romano
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)

[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES
NUMBER OF -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 435,136 SHARES
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 17,000 SHARES
PERSON ------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,000 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

Page 12 of 57

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles A. Sabino
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)

[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES
NUMBER OF -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 435,136 SHARES
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 25,613 SHARES
PERSON ------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,613 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.54%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>

Page 13 of 57

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William & Lillian Sikora
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)

[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES
NUMBER OF -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 435,136 SHARES
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 26,050 SHARES
PERSON ------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,050 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.55%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>

Page 14 of 57

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Francis D. Weeks, Jr.
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)

[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES
NUMBER OF -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 435,136 SHARES
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 50,000 SHARES
PERSON ------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

Page 15 of 57

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Linton Group
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)

[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES
NUMBER OF -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 435,136 SHARES
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 SHARES
PERSON ------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
435,136 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.21%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>

Page 16 of 57

Item 1. Security and Issuer
- ---------------------------

This statement relates to the shares of the Common Stock, $0.10 par value per
share (the "Common Stock"), issued by Security Investments Group, Inc., a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 817 Landis Avenue, Vineland, New Jersey 08360.

Item 2. Identity and Background
- -------------------------------

(a) 1. This statement is filed on behalf of Robert & Phyllis Linton, Charles A.
Sabino, Salve Maurizio, Francis Weeks Jr., Frank Romano, William and Lillian
Sikora, Gloria Levari, Elbert G. Basolis Sr., T. Ramachandra and Padmavathia
Reddy, Vallee Guglielmi, Eric and Liis Hensel, Rudolph and Gladys Cinotti, and
Lorenzo Romano. The aforementioned individuals are sometimes collectively
referred to herein as the "Linton Group." The Linton Group is filing jointly
pursuant to Rule 13d-1(f) of the Securities Act of 1934, as amended (the
"Exchange Act").

2. Pursuant to regulations promulgated under Section 13(d) and Rule 13d-3(a)
of the Exchange Act, Mr. Basolis, Sr. may be deemed to be the beneficial owner
of an aggregate 64,671 Shares of the Company, as a result of having authority to
exercise investment and dispositive discretion with respect to such Shares.

i) Mr. Basolis, Sr. is the beneficial owner of 294 shares of the
Common Stock of the Company.

ii) In his capacity as a partner of Dennis Associates, Mr. Basolis,
Sr. exercises voting, investment and dispositive power with
respect to 4,809 shares of the Common Stock of the Company held
for the account of the partnership. Information concerning the
identity and background of Mr. Alfred Bernadini, a partner in
Dennis Associates, and a Power of Attorney granted by Mr.
Bernadini, in favor of Mr. Basolis, Sr. is set forth as Exhibit
4, attached hereto and incorporated herein by reference.

iii) In his capacity as a partner of Thompson Associates, Mr.
Basolis, Sr. exercises voting, investment and dispositive power
with respect to 4,424 shares of the Common Stock of the Company
held for the account of the partnership. Information concerning
the identity and background of Kent L. Webster, and Harry A.
Skilton, the remaining partners in Thompson Associates, and a
Power of Attorney granted by Mr. Webster and Mr. Skilton, in
favor of Mr. Basolis, Sr. is set forth as Exhibit 5 and 7,
attached hereto and incorporated herein by reference.

iv) Garrison Enterprise, Inc. is a New Jersey corporation in which
Mr. Basolis, Sr. owns a 49% interest. By reason of his
controlling interest in and position with Garrison Enterprises,
Mr. Basolis, Sr. may be deemed a beneficial owner of the 9,851
shares of the Common Stock of the Company, held for the account
of Garrison Enterprises, Inc. The Directors
<PAGE>

Page 17 of 57

and Executive Officers of Garrison Enterprises, Inc. are
set forth on Schedule A, attached hereto.

v) In his capacity as Vice President of and by virtue of a
49% ownership interest in Aqua Control Inc., a New
Jersey corporation, Mr. Basolis, Sr. exercises voting,
investment and dispositive power with respect to 8,114
shares of the Common Stock of the Company held for the
account of the corporation. The Directors and Executive
Officers of Aqua Control, Inc. are set forth on Schedule
B, attached hereto. A Power of Attorney granted by Mr.
Basolis, Jr., President of Aqua Control Inc. in favor of
Mr. Basolis, Sr. is set forth as Exhibit 10, attached
hereto and incorporated herein by reference.

vi) Mr. Basolis, Sr. exercises voting, investment and
dispositive power with respect to 884 Shares of the
Common Stock of the Company held for the account of
Harry A. Skilton. Information concerning the identity
and background of Mr. Skilton, and a Power of Attorney
granted by Mr. Skilton in favor of Mr. Basolis, Sr. is
set forth as Exhibit 8, attached hereto and incorporated
herein by reference.

vii) In his capacity as a partner of Eagle Associates, Mr.
Basolis, Sr. exercises voting, investment and
dispositive power with respect to 35,283 shares of the
Common Stock of the Company held for the account of the
partnership. Information concerning the identity and
background of Mr. Harry A. Skilton, the partner of Eagle
Associates, and a Power of Attorney granted by Mr.
Skilton in favor of Mr. Basolis, Sr. is set forth as
Exhibit 9, attached hereto and incorporated herein by
reference.

viii) Mr. Basolis, Sr. exercises voting, investment and
dispositive power with respect to 275 shares of the
Common Stock of the Company held for the account of
Debra Scavelli. Ms. Scavelli is Mr. Basolis, Sr.'s
daughter. A Power of Attorney granted by Ms. Scavelli in
favor of Mr. Basolis, Sr. is set forth as Exhibit 11,
attached hereto and incorporated herein by reference.

ix) Mr. Basolis, Sr. exercises voting, investment and
dispositive power with respect to 737 shares of the
Common Stock of the Company held for the account of Kent
L. Webster. Information concerning the identity and
background of Mr. Webster, and a Power of Attorney
granted by Mr. Webster in favor of Mr. Basolis, Sr. is
set forth as Exhibit 6, attached hereto and incorporated
herein by reference.

On September 25, 1996, Mr. Robert Linton and Mr. Charles Sabino filed
suit in the Delaware Court of Chancery for declaratory and injunctive relief
against the Company's Directors and the Company, derivatively, claiming inter
-----
alia that their actions in holding a stockholders' annual meeting and election
- ----
of Directors on short notice were unlawful. The particulars of the Amended
Complaint in that matter, Linton, et al. v. Everett, et al., Civil Action Number
---------------------------------
15219-NC, September 25, 1996, (hereinafter the "Complaint"), and the Final
Judgment, Linton, et al. v. Everett, et al., Final Judgment, Civil Action Number
---------------------------------
15219-NC, August 29, 1997, (hereinafter the "Final Judgment"), are set out in
Item 4 below and copies of these
<PAGE>

Page 18 of 57

documents are attached hereto as Exhibits 2 and 3, respectively. Mr. Linton and
Mr. Sabino prevailed in their claims against the Directors. As a result of the
suit, the Court of Chancery, among other matters, rescinded the results of the
September 17, 1996 stockholders meeting and ordered the Company and Directors to
schedule an annual meeting on or after November 20, 1997.

On October 22, 1997, Mr. Maurizio joined Messrs. Linton and Sabino in
negotiations with the Company which, to date, are unresolved. Thereafter Phyllis
Linton, Salve Maurizio, Francis Weeks Jr., Frank Romano, William and Lillian
Sikora, Gloria Levari, Elbert G. Basolis Sr., T. Ramachandra and Padmavathia
Reddy, Vallee Guglielmi, Eric and Liis Hensel, Rudolph and Gladys Cinotti and
Lorenzo Romano joined Messrs. Linton and Sabino to nominate and elect an
alternate slate of Directors during the court ordered meeting. These individuals
entered into the joint agreement that is the basis of this filing on or after
October 22, 1997 and hereinafter are referred to collectively as the "Linton
Group." The Linton Group appointed Mr. Robert Linton as its representative and
as its agent for service of process, or receipt of notices and communications.
The Joint Agreement of the Linton Group pursuant to Rule 13d-1(f) of the
Exchange Act is set forth on Exhibit 1, attached hereto and incorporated herein
by reference. Any disclosures herein with respect to persons other than Linton
Group members are made on information and belief after making inquiry to the
appropriate party.

(b) The principal address of the Linton Group is c/o Robert Linton,
2050 Maurice River Parkway, Vineland, NJ 08360. The principal residence or
business address of each of the individual Linton Group members is set forth on
Schedule C, attached hereto.

(c) Mr. Linton is a semi-retired appliance technician. The principal
occupation or business of each of the remaining members of the Linton Group is
set forth on Schedule C hereto.

(d) None of the persons referred to in paragraph (a) above has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).

(e) None of the persons referred to in paragraph (a) above has, during
the last five years, 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.

(f) Each of the Linton Group members resides in the United States.

Item 3. Source and Amount of Funds or Other Consideration
- ---------------------------------------------------------

The aggregate amount of funds used by the Linton Group to purchase the
Common Stock was $1,521,532

1. Rudolph and Gladys Cinotti purchased their shares of Common Stock
with $77,139.03 of their personal funds.
<PAGE>

Page 19 of 57

2. Based upon a market value of $6 7/8 at the time of a majority of
purchases, and on information and belief, the 64,671 shares of
the Common Stock of the Company of which Mr. Basolis, Sr. may be
deemed the beneficial owner were purchased with an aggregate of
approximately $380,857.52

i) Mr. Basolis, Sr. purchased 294 shares of Common Stock of
the Company with $2,021.25 of his personal funds.

ii) Shares of the Common Stock of the Company held for the
account of Eagle Associates were purchased with
$179,115.00 of its working capital.

iii) Shares of the Common Stock of the Company held for the
account of Thompson Associates were purchased with
$30,415.00 of its working capital.

iv) Shares of the Common Stock of the Company held for the
account of Dennis Associates were purchased with
$33,061.88 of its working capital.

v) Shares of the Common Stock of the Company held for the
account of Aqua Control, Inc. were purchased with
$55,783.75 of its working capital.

vi) Shares of the Common Stock of the Company held for the
account of Garrison Enterprises, Inc. were purchased with
$67,725.63 of its working capital.

vii) Harry A. Skilton purchased his shares of Common Stock
with $6,077.50 of his personal funds.

viii) Kent L. Webster purchased his shares of Common Stock with
$5,066.88 of his personal funds.

ix) Debra Scavelli purchased her shares of Common Stock with
$1,890.63 of her personal funds.

3. Vallee Guglielmi purchased his shares of Common Stock with
$47,000.00 of his personal funds.

4. Eric and Liis Hensel purchased their shares of Common Stock with
$75,757.13 of their personal funds.

5. Gloria Levari purchased her shares of Common Stock with
$50,600.00 of her personal funds.

6. Robert & Phyllis Linton purchased their shares of Common Stock
with $59,081.83 of their personal funds.

7. Salve Maurizio purchased his shares of Common Stock with
$111,989.50 of his personal funds.

8. T. Ramachandra and Padmavathia Reddy purchased their shares of
Common Stock with $225,000.00 of their personal funds.
<PAGE>

Page 20 of 57

9. Frank Romano purchased his shares of Common Stock with $77,165.00
of his personal funds.

10. Lorenzo Romano purchased his shares of Common Stock with
$77,061.88 of his personal funds.

11. Charles A. Sabino purchased his shares of Common Stock with
$32,032.76 of his personal funds.

12. William and Lillian Sikora purchased their shares of Common Stock
with $86,881.00 of their personal funds.

13. Francis Weeks Jr. purchased his shares of Common Stock with
$220,966.66 of his personal funds.

Item 4. Purpose of Transaction
- ------------------------------

The Group's purpose is to seek a reconstitution of the Board of
Directors, as more fully described below. Absent an agreement with the Company
acceptable to the Group, the Group intends to conduct a proxy and/or consent
solicitation to remove the members of the Board of Directors of the Company (the
"Board") and to elect a new slate of Directors which is responsive to the
Stockholders' interests.

On September 25, 1996, Robert Linton and Charles A. Sabino, filed a
lawsuit in the Delaware Court of Chancery individually and derivatively on
behalf of the stockholders of the Company. Mr. Linton and Mr. Sabino determined
to pursue the lawsuit following a review of disclosures contained in the
Company's current report on Form 8-K filed with the Securities and Exchange
Commission on July 2, 1996, and following an annual stockholder's meeting held
on September 17, 1996 with minimal advance notice to the stockholders of the
Company. The agenda of the meeting was the election of a slate of Directors
which consisted entirely of the existing Directors. Mr. Linton and Mr. Sabino
sought declaratory and injunctive relief (a) to rescind this election; and (b)
to order the Directors (i) to schedule an annual stockholders' meeting on or
after November 20, 1997; (ii) to provide proper and reasonable notice to the
stockholders; (iii) to rescind the issuance of additional stock of the Company
as a self payment of 30,000 shares of Common Stock each by the existing
Directors; (iv) to rescind the issuance of 50,000 shares of Common Stock as
payment to an attorney representing the Company in a lawsuit for a tax refund;
and (v) to cancel articles in the Company's Certificate of Incorporation which
enabled the manipulative practices taken by the Directors. The foregoing summary
of the allegations set forth in the Complaint is qualified in its entirety by
reference to the Complaint attached as Exhibit 2 hereto and incorporated herein.

The Complaint alleged that the slate chosen by the Directors was not
presented to the stockholders until less than 29 days before the meeting, in
violation of the Company's bylaws. The Complaint further alleged that this lack
of notice, along with burdensome procedures imposed upon stockholders wishing to
nominate alternate candidates by Article XI of the Company's bylaws, effectively
prevented the nomination of an alternate slate of Directors or informed decision
making by the stockholders, and facilitated the re-election of each and every
Director to the new Board. The Complaint also alleged that actions of the
Directors in compensating themselves with 30,000 shares each of the Company's
Common Stock were unlawful, considering that the Company had been inoperative
since March, 1994, that no annual
<PAGE>

Page 21 of 57

reports or financial information had been delivered to stockholders since 1992,
and that no stockholders' meetings had been held for over four years. The
plaintiffs also disputed the Directors' issuance of 30,000 shares of Common
Stock of the Company to an undisclosed employee as 'compensation' and 50,000
shares of Common Stock to a law firm with which one of the defendant Directors
is affiliated. Complainants maintained that the disputed actions taken by the
Directors were orchestrated to enable the Directors to benefit, through
self-dealing conduct, "from the Company's likely recovery in [a] lawsuit which
is expected to put very substantial assets possibly in excess of $53 million
within the [Directors'] control." See Exhibit 2, Amended Complaint,
paragraph 46.

The Court of Chancery of Delaware found in favor of plaintiffs and
issued the Final Judgment on August 29, 1997. The Final Judgment directed the
Company (i) to cancel the 30,000 shares of Common Stock issued to each of the
Directors, (ii) to cancel the 50,000 shares of Common Stock issued to Defendant
Directors' law firm, (iii) to hold a stockholder's meeting for the election of
directors on or after November 20, 1997, subject to proper and timely
notification of plaintiffs, (iv) to provide plaintiffs with an updated list of
stockholders of record, and (v) to desist from issuing any additional shares of
voting securities except after ten (10) business days' notice to plaintiffs. The
foregoing discussion of actions taken by the Court of Chancery is qualified in
its entirety by reference to the Final Judgment, attached as Exhibit 3 hereto
and incorporated herein.

Following the date of issuance of the Final Judgment, Mr. Linton and
Mr. Sabino discussed their expectations with respect to the Company. Because of
their concerns for gaining adequate shareholder representation on the Company's
Board, they considered nominating an alternate slate of directors and initiating
a proxy contest for the election of such directors during the court ordered
annual stockholders' meeting. Toward that end during the early part of October
1997, Messrs. Linton and Sabino approached shareholders, which included the
current members of the Linton Group, about the possibility of joint action.

As a result of the Final Judgment, the Company approached Messrs.
Linton and Sabino to discuss the stockholders' grievances. On October 22, 1997,
Mr. Salve Maurizio joined Messrs. Linton and Mr. Sabino in negotiations with the
Company. The Company was represented by Directors Paul Ricci, Richard Milstead,
and Ronald Seagraves, now a former Director. All three representatives of the
Company were defendants in the September 25, 1996 lawsuit. A purportedly neutral
third party, Mr. Robert Healey, joined to provide a swing vote in the
negotiations, at the request of the Company. Both sides knew Mr. Healey, but he
was suggested by, and came at the invitation of, the Company. The negotiations
did not result in any definitive agreements among the parties. Prior to the
negotiations, the parties also entered into a Non-Disclosure Agreement which
prevents Messrs. Linton, Sabino and Maurizio from disclosing or using any
concessions offered or agreed to by the Company during the negotiations in any
subsequent proxy contests by these stockholders. The foregoing Confidentiality
Agreement, which was signed by Messrs. Linton, Sabino and Maurizio on October
22, 1997 is attached as Exhibit 12 hereto and incorporated herein. If an
acceptable agreement can be reached, of which there can be no assurance, the
Linton Group would consider abandoning its plans for a proxy and/or consent
solicitation.

<PAGE>

Page 22 of 57

All of the members of the Linton Group except Mr. Linton, Mr. Sabino,
and Mr. Maurizio joined with such persons between October 22, 1997 and November
25, 1997 to form the Linton Group. The Linton Group members believe that (i) the
actions of the Directors have had significant adverse impact on the book value
per share of the Company, (ii) the proxy solicitation materials previously
delivered by the Company and its Directors failed to provide disclosure adequate
for stockholders to make an informed decision, and (iii) the proxy solicitation
materials failed to afford stockholders sufficient time to consider the matters
presented and to vote their shares. Assuming that the tentative agreement set
forth above is not conclusively resolved within a time the Linton Group deems
reasonable, and prior to the Company's court ordered Annual Meeting of
Stockholders, the Linton Group members intend to conduct a solicitation of
proxies for the election of nine (9) nominees to the Board in opposition to the
Company's slate. Absent the execution of an acceptable agreement with the
Company, the Linton Group will seek the election of its nominees in order to
change the composition and control of the Board. They intend to replace the
present Directors with a new slate of Directors who will be
<PAGE>

Page 23 of 57

responsive to the legitimate concerns of stockholders. As of the date of this
filing, the Linton Group has not identified its slate of nominees. The Linton
Group's slate of Director nominees will pledge, if elected, to enact voting
mechanisms which: (i) ensure that Directors cannot manipulate the voting process
to entrench themselves in positions of control, and (ii) ensure that management
compensation is commensurate with achievement of performance goals and does not
encourage wasteful and self-interested conduct to the detriment of the Company's
or stockholders' interests. The Linton Group expects that a new slate of
Directors may undertake an analysis of the advisability of (and the
consideration of) one or more extraordinary corporate transactions; however,
there are no current plans for (or understandings relating to) such a
transaction.

At the time of filing preliminary proxy materials relating to the
election contest with the SEC, or as soon thereafter as practicable, the Linton
Group may also file with the SEC materials relating to a solicitation of written
consents of the Company's stockholders to remove current Directors and to elect
the nominees of the Linton Group.

The negotiations initiated on October 22, 1997, between Messrs. Linton,
Maurizio, Sabino and the Company have not been concluded. There has been no
significant dialogue since that date. The Linton Group is not able to
predict the outcome of these negotiations, and is independently proceeding with
filing the Schedule 13D and preparing for the possible future courses of action
outlined above. Should further negotiations result in actions by the
Company which meet the requirements of the Final Judgment and which eliminate
the concerns which led to the Joint Filing Agreement, the Linton Group may
reconsider the necessity of a proxy contest.

Absent the execution of an acceptable agreement, the Linton Group
expects to retain a proxy solicitation firm to act as solicitor in connection
with the solicitation of proxies and/or consents. No such firm has been retained
as of the date hereof. The Linton Group intends to finance its efforts via
contributions by its members.

The members of the Linton Group intend to assess continually the market
for the Common Stock, as well as the Company's financial position and
operations. Depending upon a continuing assessment and upon future developments,
the members of the Linton Group may determine, from time to time or at any time,
to purchase or otherwise acquire or to sell or otherwise dispose of some or all
of the Common Stock. In making any such determination, the Linton Group members
will consider their goals and objectives, the Company's prospects, other
business opportunities available to them, as well as general economic and stock
market conditions. The foregoing actions may be taken by one or more of the
members of the Linton Group and, while there are no plans to do so, possibly in
combination with others.

Except as set forth above, the Linton Group does not have any plans or
proposals which relate to or would result in any of the following:

(a) The acquisition of additional securities of the Company, or the
disposition of securities of the Company;

(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;

Page 24 of 57

(d) Any material change in the present capitalization or dividend policy of
the Company;

(e) Any other material change in the Company's business or corporate
structure;

(f) Changes in the Company's charter, bylaws, or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Company by any person;

(g) Causing a class of securities of the Company 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;

(h) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or

(i) Any action similar to any of those enumerated above.

However, the Linton Group reserves the right to change its plans at any
time.

Item 5 Interest in Securities of the Issuer
- ---------------------------------------------

(a) The aggregate percentage of shares of Common Stock reported
owned by each person herein is based upon the Company's recital in its Current
Report on Form 8-K dated July 2, 1996 (File No. 0-17527) that there were a total
of 5,035,900 shares of Common Stock outstanding. This number, reduced by 320,000
shares of Common Stock (i.e., the number of shares rescinded by the Court of
Chancery of Delaware on August 29, 1997, see Exhibit 3, Final Judgment), results
in a balance of 4,715,900 shares of Common Stock.

1. The aggregate number of shares of Common Stock of which Robert &
Phyllis Linton may be deemed beneficial owners is 41,985
(approximately .89% of the Common Stock outstanding).

2. The aggregate number of shares of Common Stock of which Rudolph
& Gladys Cinotti may be deemed beneficial owners is 44,918
(approximately .95% of the Common Stock outstanding).

3. The aggregate number of shares of Common Stock of which Vallee
Guglielmi may be deemed beneficial owner is 50,000
(approximately 1.06% of the Common Stock outstanding).

4. The aggregate number of shares of Common Stock of which Eric &
Liis Hensel may be deemed beneficial owners is 12,147
(approximately .26% of the Common Stock of the Company
outstanding).

5. The aggregate number of shares of Common Stock of which Gloria
Levari may be deemed beneficial owner is 7,746 (approximately
.16% of the Common Stock of the Company outstanding).
<PAGE>

Page 25 of 57

6. The aggregate number of shares of Common Stock of which Salve
Maurizio may be deemed beneficial owner is 27,991 (approximately
.59% of the Common Stock of the Company outstanding).

7. The aggregate number of shares of Common Stock of which T.
Ramachandra and Padmavathia T. may be deemed beneficial owners
is 50,000 (approximately 1.06% of the Common Stock of the
Company outstanding).

8. The aggregate number of shares of Common Stock of which Frank
Romano may be deemed beneficial owner is 17,015 (approximately
.36% of the Common Stock of the Company outstanding).

9. The aggregate number of shares of Common Stock of which Lorenzo
Romano may be deemed beneficial owner is 17,000 (approximately
.36% of the Common Stock of the Company outstanding).

10. The aggregate number of shares of Common Stock of which Charles
Sabino may be deemed beneficial owner is 25,613 (approximately
.54% of the Common Stock of the Company outstanding).

11. The aggregate number of shares of Common Stock of which William
& Lillian Sikora may be deemed beneficial owners is 26,050
(approximately .55% of the Common Stock of the Company
outstanding).

12. The aggregate number of shares of Common Stock of which Francis
D. Weeks, Jr. may be deemed beneficial owner is 50,000
(approximately 1.06% of the Common Stock of the Company
outstanding).

13. The aggregate number of shares of Common Stock of which Mr.
Basolis Sr. may be deemed a beneficial owner is 64,671
(approximately 1.37 % of the Common Stock outstanding). This
number includes:

i) 8,114 shares of Common Stock held for the account of
Aqua Control, Inc.;

ii) 4,809 shares of the Common Stock held for the account of
Dennis Associates;

iii) 4,424 shares of the Common Stock of the Company held for
the account of Thompson Associates;

iv) 35,283 shares of the Common Stock of the Company held
for the account of Eagle Associates;

v) 275 shares of the Common Stock of the Company held for
the account of Ms. Scavelli;

vi) 884 shares of the Common Stock of the Company held for
the account of Harry A. Skilton;

vii) 737 shares of the Common Stock of the Company held for
the account of Kent L. Webster;
<PAGE>

Page 26 of 57

viii) 9,851 shares of the Common Stock of the Company held for
the account of Garrison Enterprise, Inc.; and

ix) 294 shares of the Common Stock of the Company held for
Mr. Basolis' personal account.

14. Pursuant to the terms of the joint filing agreement attached
hereto as Exhibit 1, the Linton Group may be deemed to have
shared voting power over 435,136 shares of Common Stock of the
Company (approximately 9.21% of the Common Stock of the Company
outstanding).

By reason of the provisions of Rule 13d-3 under the Securities Exchange
Act of 1934, as amended ("Rule 13d-3"), the Linton Group may be deemed to own
beneficially the 435,136 shares of Common Stock owned by the members
individually, which, in the aggregate, constitute approximately 9.21% of the
shares of Common Stock outstanding.

(b) 1. Each individual member of the Linton Group has the power to
vote and dispose of shares of the Common Stock owned by it.

2. Mr. Basolis, Sr. has the power to vote and dispose of 64,671
shares of the Common Stock of the Company:

i) By virtue of his position as partner, and pursuant to the
terms of a Power of Attorney granted by Alfred Bernadini,
Mr. Basolis, Sr. has sole power to direct the voting and
disposition of 4,809 shares of the Common Stock of the
Company held for the account of Dennis Associates.

ii) By virtue of his position as partner, and pursuant to the
terms of Powers of Attorney granted by Kent L. Webster and
Harry A. Skilton, Mr. Basolis, Sr. has sole power to
direct the voting and disposition of 4,424 shares of the
Common Stock of the Company held for the account of
Thompson Associates.

iii) By virtue of his position as partner, and pursuant to the
terms of a Power of Attorney granted by Harry A. Skilton,
Mr. Basolis, Sr. has sole power to direct the voting and
disposition of 35,283 shares of the Common Stock of the
Company held for the account of Eagle Associates

iv) By virtue of his position as Vice President and
controlling shareholder, and pursuant to the terms of a
Power of Attorney granted by Elbert Basolis, Jr.,
President to Mr. Basolis, Sr., Mr. Basolis, Sr. has sole
power to direct the voting and disposition of 8,114 shares
of the Common Stock of the Company held for the account of
Aqua Control, Inc.

v) Pursuant to the terms of a Power of Attorney granted by
Mr. Skilton to Mr. Basolis, Sr., Mr. Basolis, Sr. has sole
power to direct the voting and disposition of 884 shares
of the Common Stock of the Company held for the account of
Mr. Skilton.

vi) Pursuant to the terms of a Power of Attorney granted by
Mr. Webster to Mr. Basolis, Sr., Mr. Basolis, Sr. has sole
power to direct the voting and
<PAGE>

Page 27 of 57

disposition of 737 shares of the Common Stock of the
Company held for the account of Mr. Webster.

vii) Pursuant to the terms of a Power of Attorney granted by
Ms. Scavelli to Mr. Basolis, Sr., Mr. Basolis, Sr. has
sole power to direct the voting and disposition of 275
shares of the Common Stock of the Company held for the
account of Ms. Scavelli.

viii) By virtue of his ownership interest in Garrison
Enterprises, and as one of its two directors, Mr. Basolis,
Sr. holds sole power to direct the voting and disposition
of 9,851 shares of the Common Stock of the Company owned
by Garrison Enterprises.

ix) Mr. Basolis, Sr. holds 294 shares of the Common Stock of
the Company for his own personal account.

(d) No person, other than each respective owner of shares of Common
Stock referred to in Item 2 paragraph (a), is known to have the right to receive
or the power to direct the receipt of dividends from or the proceeds from the
sale of such shares of Common Stock.

(e) Not applicable.

Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to
- -------------------------------------------------------------------------------
Securities of the Issuer
- ------------------------

None.

Item 7. Materials to Be Filed As Exhibits
- -----------------------------------------

Item Exhibit No.
- ---- -----------
Joint Filing Agreement pursuant to Rule 13d-1 (f), including Power 1
of Attorney granted to Robert Linton to sign Schedule 13D and all
amendments thereto, and to file the same with the Securities and
Exchange Commission, and other documents in connection
therewith, on behalf of the Linton Group.

Amended Complaint, Linton, et al. v. Everett, et al., Civil Action 2
---------------------------------
Number 15219-NC, Court of Chancery of the State of Delaware,
September 25, 1996.

Final Judgment , Linton, et al. v. Everett, et al., Civil Action 3
---------------------------------
Number 15219-NC, Court of Chancery of the State of Delaware,
August 29, 1997.
<PAGE>

Page 28 of 57

Item Exhibit No.
- ---- -----------
Special Power of Attorney dated September 14, 1997 granted by 4
Alfred Bernadini, partner of Dennis Associates, in favor of
Mr. Basolis, Sr.

Special Power of Attorney dated October 13, 1997 granted by 5
Kent L. Webster, partner in Thompson Associates in favor of
Mr. Basolis, Sr.

Special Power of Attorney dated October 13, 1997 granted by 6
Kent L. Webster in favor of Mr. Basolis, Sr.

Special Power of Attorney dated October 20, 1997 granted by 7
Harry A. Skilton, partner in Thompson Associates, in favor of
Mr. Basolis, Sr.

Special Power of Attorney dated October 20, 1997 granted by Harry 8
A. Skilton in favor of Mr. Basolis, Sr.

Special Power of Attorney dated October 20, 1997 granted by 9
Harry A. Skilton, partner in Eagle Associates, in favor of
Mr. Basolis, Sr.

Special Power of Attorney dated October 13, 1997 granted by 10
Elbert Basolis, Jr., President of Aqua Control, Inc., in favor
of Mr. Basolis, Sr.

Special Power of Attorney dated November 6, 1997 granted by Ms. 11
Debra Scavelli in favor of Mr. Basolis, Sr.

Confidentiality Agreement for Meeting of October 22, 1997 12
<PAGE>

Page 29 of 57

Signature
---------

After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.

/s/ Robert Linton
----------------------------
Robert Linton, individually and as
representative of the Linton Group

Dated: December 19, 1997

<PAGE>

Page 30 of 57

SCHEDULE A

EXECUTIVE OFFICERS & DIRECTORS OF GARRISON ENTERPRISES

GARRISON ENTERPRISES, Inc.
A Utility Contracting Company incorporated in the State of New Jersey
2431 Blackwood, Dr.
Vineland, NJ 08360

Mr. Robert Tobolski, President
941 Garrison Road
Vineland, NJ 08360

Mr. Elbert G. Basolis, Sr.
Secretary/Treasurer
2431 Blackwood
Vineland, NJ 08360
<PAGE>

Page 31 of 57

SCHEDULE B

AQUA CONTROL, INC.
A Water Works Company incorporated in the State of New Jersey
2431 Blackwood Drive
Vineland, NJ 08360

Mr. Elbert G. Basolis, Jr.
President
2431 Blackwood Drive
Vineland, NJ 08360

Mr. Elbert G. Basolis, Sr.
Vice President
2431 Blackwood Drive
Vineland, NJ 08360
<PAGE>

Page 32 of 57

SCHEDULE C
Members of the Linton Group
---------------------------

<TABLE>
<CAPTION>
LAST PRINCIPAL BUSINESS
---- ------------------
FIRST NAME NAME/CO. ADDRESS OR OCCUPATION
- ---------- -------- ------- -------------
<S> <C> <C> <C>
Elbert G. Basolis, Sr. 2431 Blackwood Drive Semi-retired Utility Contractor
Vineland, NJ 08361

Rudolph Cinotti RD5 Box 55 Post Rd. Semi-retired, Owner of rental
Vineland, NJ 08361 dwellings

Gladys Cinotti RD5 Box 55 Post Rd. Special Education Teacher
Vineland, NJ 08361

Vallee Guglielmi 1301 Northeast Blvd. Building Contractor
Vineland, NJ 08360

Eric & Liis Hensel RR4 Box 361 Farmers
Milmay, NJ 08340-9711

Gloria Levari N. Union Rd. Owner, Levari Oil Company
Vineland, NJ 08360

Robert Linton 2050 Maurice River Pkwy Semi-retired, Owns rental
Vineland, NJ 08360 dwellings

Phyllis Linton 2050 Maurice River Pkwy Homemaker, Owns rental dwellings
Vineland, NJ 08360

Salve Maurizio 1561 Magnolia Rd. Retired
Vineland, NJ 08360

T. Ramachandra Reddy 1213 Willowbrook Dr. Electrical Engineer
S.E. 7
Huntsville, AL 35802-3800
</TABLE>
<PAGE>

Page 33 of 57

SCHEDULE C
Members of the Linton Group
---------------------------

<TABLE>
<CAPTION>
LAST PRINCIPAL BUSINESS
---- ------------------
FIRST NAME NAME/CO. ADDRESS OR OCCUPATION
- ---------- -------- ------- -------------
<S> <C> <C> <C>
Padmavathia T. Reddy 1213 Willowbrook Dr. Homemaker
S.E. 7
Huntsville, AL 35802-3800

Frank Romano 204 Coari Avenue Semi-retired, Owner Car Wash
Minotola, NJ 08341

Lorenzo Romano 208 Coari Avenue Realtor
Minotola, NJ 08341

Charles A. Sabino 30 Baldwin St. Semi-retired Accountant
Pennington, NJ 08534

William & Lillian Sikora C/O Custom Sales Owners Vendor Manufacturing Co.
Second Rd.
Hammonton, NJ 08037

Francis D. Weeks, Jr. 368 Colony Key Circle Retired
Atlantis, FL 33462
</TABLE>
<PAGE>

Page 34 of 57

EXHIBIT 1

AGREEMENT, dated as of this 19th day of November 1997, by and between
each of the persons named on the signature pages hereto, in consideration of the
mutual covenants and agreements set forth herein.

WHEREAS, each of the parties hereto beneficially owns shares (the
"Shares") of common stock of Securities Investments Group, Inc. a Delaware
corporation (the "Company"); and

WHEREAS, the parties hereto constitute a "group" with respect to the
beneficial ownership of the Shares for purposes of Rule 13d-1 and Schedule 13D
promulgated by the Securities and Exchange Commission;

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. The parties hereto shall prepare a statement containing the information
required by Schedule 13D with respect to their respective interests in the
Shares (the "Schedule 13D") and any necessary amendments thereto, and for the
completeness and accuracy of the information concerning him, her or it contained
therein, but shall not be responsible for the completeness and accuracy of the
information concerning any other party contained therein, except to the extent
that he, she or it knows or has reason to believe that such information is
inaccurate.

2. Mr. Robert Linton shall be designated as the person authorized to
receive notices and communications with respect to the Schedule 13D and any
amendments thereto.

3. Each of the undersigned hereby constitutes and appoints Robert Linton
his, her or its true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or it and in his, her or its name,
place and stead, in any and all capacities, to sign the Schedule 13D and any and
all amendments thereto, and other documents in connection therewith, to be filed
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent all power and authority to do and perform each and every act requisite
and necessary to be done, as fully to all intents and purposes as he, she or it
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

4. This Agreement may be executed in counterparts, each of which taken
together shall constitute one and the same instrument.
<PAGE>

EXHIBIT 1
Page 35 of 57

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

By: /s/ Robert Linton
--------------------------
Robert Linton

By: /s/ Phyllis Linton
--------------------------
Phyllis Linton

By: /s/ Elbert G. Basolis, Sr.
--------------------------
Elbert G. Basolis, Sr.

RUDOLPH & GLADYS CINOTTI

By: /s/ Rudolph Cinotti
--------------------------
By: /s/ Gladys Cinotti
--------------------------

By: /s/ Vallee Guglielmi
--------------------------
Vallee Guglielmi

ERIC & LIIS HENSEL

By: /s/ Eric Hensel
--------------------------
By: /s/ Liis Hensel
--------------------------

By: /s/ Gloria Levari
--------------------------
Gloria Levari
<PAGE>

EXHIBIT 1
Page 36 of 57

By: /s/ Salve Maurizio
--------------------------
Salve Maurizio

T. RAMACHANDRA & PADMAVATHIA
REDDY

By: /s/ T. Ramachandra Reddy
--------------------------
By: /s/ Padmavathia Reddy
--------------------------

By: /s/ Frank Romano
--------------------------
Frank Romano

By: /s/ Lorenzo Romano
--------------------------
Lorenzo Romano

By: /s/ Charles A. Sabino
--------------------------
Charles A. Sabino

WILLIAM & LILLIAN SIKORA

By: /s/ William Sikora
--------------------------
By: /s/ Lillian. Sikora
--------------------------

By: /s/ Francis D. Weeks, Jr. 11/20/97
----------------------------------
Francis D. Weeks, Jr.
<PAGE>

Page 37 of 57

EXHIBIT 2
Amended Complaint
-----------------

IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE

IN AND FOR NEW CASTLE COUNTY

ROBERT LINTON and :
CHARLES A. SABINO, :
:
Plaintiffs, :
:
v. : C. A. No. 15219NC
:
W. EARLE EVERETT, LEWIS :
D. DeMARCO, ROBERT H. SCHAFER, :
MAURICE T. GREENBLATT, ERNEST :
P. CASACCIO, ANDREW C. MILLER, :
Sr., P. PAUL RICCI, RICHARD M. :
MILSTEAD, RONALD A. SEAGRAVES, and :
SECURITY INVESTMENTS GROUP, INC. :
:
Defendants. :

AMENDED COMPLAINT
-----------------

Plaintiffs, Robert Linton and Charles A. Sabino, hereby allege, as follows:

NATURE OF THE ACTION
--------------------

1. Defendant, Security Investments Group, Inc. (the "Company"), is a
corporation, organized and existing under the laws of the State of Delaware. The
Company, incorporated in 1988, was the parent holding company of Security
Savings Bank, SLA (the "Bank"). The Company has a class of stock registered
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "1934 Act")
and is therefore subject to compliance with the rules promulgated by the
Securities Exchange Commission (the "SEC"), including rules governing the
solicitation of proxies (the "proxy rules"). As of July 31, 1996, the Company
reported that it had 5,035,900 shares of common stock outstanding.

2. This action is brought for declaratory and injunctive relief to
enforce the rights of stockholders of the Company by challenging the conduct of
the Board of Directors of the Company in manipulating the voting system, which
conduct was designed to (a) result in the Directors entrenching themselves in
power, (b) deprive the stockholders of a material benefit
<PAGE>

Page 38 of 57

EXHIBIT 2
Amended Complaint
-----------------

associated with their share ownership, i.e., the right to elect directors, and
(c) result in the Directors and others receiving undeserved personal benefits to
the detriment of the stockholders.

3. By this Complaint, Plaintiffs are seeking relief to compel the
Directors to perform the duties conferred upon them under Delaware law, to
protect the Company and its stockholders from the unlawful conduct of the
Directors and to enforce the right of the stockholders to elect Directors.

JURISDICTION
------------

4. This is an action under 8 Del. C.(S)225. In addition, the plaintiffs
lack an adequate remedy at law.

THE PARTIES
-----------

5. Plaintiffs, Robert Linton and Charles A. Sabino, are now
stockholders of the Company and were so on August 7, 1996, the record date for
the September 17, 1996 stockholders' meeting. On the record date, Plaintiff,
Linton, owned and still owns 28,652 shares (1,102 shares jointly held with his
wife). On the record date, Plaintiff, Sabino, owned and still owns 38,946 shares
of stock. Each Plaintiff was entitled to vote at the meeting of the Company's
stockholders, which was held on September 17, 1996.

6. Defendant, W. Earle Everett, is a Director of the Company.

7. Defendant, Lewis D. DeMarco, is a Director of the Company.

8. Defendant, Robert H. Schafer, is a Director of the Company.

9. Defendant, Maurice T. Greenblatt is a Director of the Company and
Vice Chairman of the Board of Directors.

10. Defendant, Ernest P. Casaccio, is a Director of the Company.

11. Defendant, Andrew C. Miller, Sr. is a Director of the Company.

12. Defendant, P. Paul Ricci, is the Chairman of the Board of Directors,
and President and Chief Executive Officer of the Company.

13. Defendant, Richard M. Milstead, is the Secretary and a Director of
the Company. Milstead is also counsel to the law firm, Gruccio, Pepper,
Giovinazzi, DeSanto & Farnoly, P.A. (the "Gruccio law firm"), which serves as
counsel to the Company.
<PAGE>

Page 39 of 57

EXHIBIT 2
Amended Complaint
-----------------

14. Defendant, Ronald A. Seagraves, is a Director and former President
and Chief Executive Officer of the Company.

15. The Defendants are all stockholders of the Company and together
constitute the entire Board of Directors. Each of the Defendants has been a
Director of the Company continuously at least since 1988.

FACTUAL ALLEGATIONS
-------------------

16. The Company has been inactive since 1992 when the Bank was placed
into federal receivership. The Company's principal asset is a lawsuit, filed in
August 1995, discussed below in more detail. As an inactive corporation, doing
no business, the duties of the Directors have been negligible since 1992.

17. The existing Directors permitted the Company's Certificate of
Incorporation to become inoperative and void on March 1, 1994, due to the
Company's failure to pay taxes to the State of Delaware, and did not file for
its revival until September 26, 1995.

18. No Annual Reports or other financial information have been delivered
to stockholders since 1992.

19. No stockholders' meetings have been held for over four (4) years,
since April 17, 1992. The failure of Defendants to hold stockholders' meetings
annually was in violation of Article II, Section 2, of the bylaws of the Company
and Delaware law. The Company's failure to hold a special meeting for election
of directors forthwith following revival of its Certificate of Incorporation in
September, 1995, was in violation of 8 Del. C. (S)312.

20. On July 1, 1996, the United States Supreme Court affirmed a decision
by the Federal Circuit, which had rendered a decision en banc, affirming a
decision of the United States Court of Claims, finding the United States liable
for damages to a failed savings and loan association for breach of contract as a
result of enactment of a statute changing the accounting treatment related to
goodwill. This case is captioned United States v. Winstar Corp. (the "Winstar
case"). The en banc decision of the Federal Circuit was rendered on August 30,
1995.

21. Before the Winstar decision was rendered by the Supreme Court, and
before revival of its Certificate of Incorporation, the Company had, on August
8, 1995, filed a lawsuit
<PAGE>

Page 40 of 57

EXHIBIT 2
Amended Complaint
-----------------

similar to the Winstar case (the "Lawsuit") to recover damages from the federal
government for breach of contract.

22. When the government placed the Bank into receivership in 1992, the
Bank had approximately $53 million in goodwill recorded on its books.

23. As a result of the decision of the Federal Circuit, affirmed by the
Supreme Court, the Lawsuit immediately became an extremely valuable asset.

24. In 1996, despite minimal efforts, if any, spent by the Directors in
performing corporate business, the Directors authorized the issuance of 30,000
shares of the Company's stock, par value $.10 per share, to each of its nine
Directors. Their stated rationale was that issuance of these shares were "for
services rendered" since December 1992. The Directors also authorized the
issuance of 30,000 shares to an unnamed employee for services rendered and
50,000 shares to the Gruccio law firm, to which Defendant Milstead is counsel.

25. At the time the Directors authorized issuance of the stock, they
knew of the Federal Circuit decision and anticipated the decision of the United
States Supreme Court in the Winstar case. Since the Company had been inactive
since 1992, the alleged "services rendered" were not fair compensation for the
valuable stock issued thereafter.

26. Having unilaterally issued themselves 30,000 shares of stock each,
which stock had greatly increased in value and is likely to increase further in
value following resolution of the Lawsuit, Defendants unexpectedly "out of the
blue" scheduled an annual stockholders' meeting for September 17, 1996, and
nominated themselves as Directors for renewed terms.

27. Issuance of these 350,000 new shares of stock immediately prior to
the record date diluted the voting power of the remaining stockholders and
permitted the Board to entrench themselves further by increasing their voting
power. Issuance of this stock was made by a "lame duck" board of directors, as
it was done after revival of the Company's Certificate of Incorporation but
prior to the election of the full Board of Directors, as mandated by 8 Del. C.
(S) 312.

28. Defendants first notified the stockholders of the annual meeting
less than two (2) months after the Winstar decision was issued by the United
States Supreme Court, by mailing a notice, accompanied by a proxy statement,
each dated August 19, 1996 (together, the "Proxy
<PAGE>

Page 41 of 57

EXHIBIT 2
Amended Complaint
-----------------

Statement"). The Proxy Statement stated that it was mailed on or about August
19, 1996. Thus, the stockholders were given less than 29 days notice -- and
substantially less than 29 days notice for most -- from the date of mailing for
the only stockholders' meeting to be held in over four (4) years.

29. Plaintiffs received their Proxy Statements on the following dates:
September 3, 1996 (Linton), and August 26, 1996 (Sabino). Stockholders holding
stock in "street names" also received substantially less than 29 days notice.
Certain other stockholders had not received notice of the meeting a few days
before it was to take place.

30. The telephone number of the Company listed on the front of the Proxy
Statement was disconnected and was non-operable at the time the Proxy Statement
was mailed.

31. The Proxy Statement stated that the only known business to occur at
the annual meeting would be the election of directors and recommended reelection
of the individual Defendants, all of whom were already directors. The Proxy
Statement solicited proxies for a board of directors divided into three classes,
each of which contained one-third (1/3) of the members of the board, to be
elected for staggered three (3) year terms. The election had particular
importance since all three (3) classes of directors were to be elected at this
one annual meeting as required by the provisions of 8 Del. C. (S)312 and the
Directors failed to hold an annual meeting for over four (4) years.

32. The Proxy Statement was the first notice to stockholders that the
Directors who were seeking reelection had recently authorized the issuance of
substantial and valuable shares of stock to themselves. At the same time, the
Proxy Statement stated that because the Company has been "inactive" since
December 1992, "the Company has not paid any executive compensation since that
time." Defendants also did not disclose to stockholders in the Proxy Statement
issuance of 50,000 shares to the Gruccio law firm.

33. No Annual Report accompanied or preceded the delivery of the Proxy
Statement, as required by the proxy rules, and no information was furnished to
the stockholders in the Proxy Statement or otherwise, concerning the Winstar
decision by the United States Supreme Court and its affect upon the Lawsuit.
<PAGE>

Page 42 of 57

EXHIBIT 2
Amended Complaint
-----------------

34. The Proxy Statement, paraphrasing Article XI of the Company's
Certificate of Incorporation, informed the stockholders that if any shareholder
wished to nominate anyone other than the slate nominated by the Board of
Directors, such nomination, along with extensive supporting material, had to be
received at the executive offices of the Company no later than the close of
business on the tenth calendar day following the day on which notice of the date
of the scheduled meeting was mailed or published. Thus, pursuant to Article XI
and the Proxy Statement, stockholders had only until August 29, 1996 to nominate
an alternate slate of directors, significantly less than ten days from the time
stockholders received the notice of the meeting.

35. The "supporting material" required by the Proxy Statement was also
required by Article XI of the Company's Certificate of Incorporation. The
material required by the Proxy Statement, paraphrasing the Certificate of
Incorporation, was:

(a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director and as to the stockholder giving
notice (i) the name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such person, (iii)
the class and number of shares of Common Stock which are beneficially owned
by such person on the date of such stockholder notice, and (iv) any other
---------
information relating to such person that is required to be disclosed in
-----------------------------------------------------------------------
solicitations of proxies with respect to nominees for election as directors
---------------------------------------------------------------------------
pursuant to Regulation 14A under the 1934 Act; and (b) as to the
---------------------------------------------
stockholder giving the notice (i) the name and address, as they appear on
the Company's books, of such stockholder and (ii) the class and number of
shares of Common Stock which are beneficially owned by such stockholder on
the date of such stockholder notice. (emphasis added).

36. Plaintiffs were unable to nominate an alternate slate of Directors,
given the time constrictions imposed by Defendants. Ten (10) days, even if the
entire ten days is available, is insufficient time for stockholders to put
forward an alternate slate of directors, provide the information about
alternative nominees required by the Proxy Statement and the Certificate of
Incorporation, make necessary filings with the S.E.C. and organize a proxy
contest. Indeed, Plaintiff, Linton, had no time to nominate directors, since he
received notice of the meeting after the deadline for nominations had passed.
Plaintiff, Sabino, had only three (3) days notice in which to nominate a slate
of directors, a period of time which was clearly inadequate.
<PAGE>

Page 43 of 57

EXHIBIT 2
Amended Complaint
-----------------

37. Before the meeting, Plaintiff, Sabino, orally requested the Directors
to postpone the meeting. Defendant, Seagraves, on behalf of the Directors,
refused.

38. The stockholders' meeting was held, as scheduled, on September 17,
1996. With Plaintiffs unable to nominate an alternate slate of Directors,
Defendants were all reelected as Directors of the Company.

39. The notice provisions of Article XI of the Certificate of
Incorporation are inadequate, have no valid business purpose and were designed
solely to entrench management.

40. It was unnecessary and served no legitimate business purpose to hold
the stockholders' meeting on September 17, 1996, on such short notice,
especially when Defendants had not seen fit to hold a stockholders' meeting or
to send any financial information to stockholders for over four (4) years.

41. Plaintiffs desire to nominate an alternative slate of Directors.
Plaintiffs also desire to organize a proxy solicitation in support of that
alternative slate.

42. By intentionally scheduling the annual meeting "out of the blue" and
without meaningful notice, Defendants intentionally and effectively precluded
Plaintiffs and other stockholders from nominating alternate directors,
organizing a proxy contest and electing an alternative slate of Directors. They
also effectively disenfranchised Plaintiffs and other stockholders of the
Company as to election of Directors.

43. Defendants owe Plaintiffs a duty of loyalty and good faith in their
dealings with them.

44. Defendants' actions in: (1) providing such short notice of a
stockholders' meeting; and (2) requiring stockholders who wished to nominate an
alternative slate of Directors to submit extensive information concerning each
alternative nominee, had the effect of entrenching Defendants in power, in
violation of the duties owed by the directors to the stockholders.

45. Defendants' actions in issuing to themselves, on a pretext, 30,000
shares of stock each and an additional 50,000 shares to the law firm to which
Defendant, Milstead, is counsel, were self-serving and constitute breaches of
Defendants' fiduciary duty and their duties of loyalty and good faith and fair
dealing to the stockholders of the Company.
<PAGE>

Page 44 of 57

EXHIBIT 2
Amended Complaint
-----------------

46. Plaintiffs fear that if Defendants are permitted to continue as
Directors of the Company, they will continue to engage in wasteful and self-
interested conduct to the detriment of Plaintiffs and the other stockholders.
Plaintiffs' concern about Defendants' self-dealing conduct is heightened because
of: (a) the Company's likely recovery in the Lawsuit, which is expected to put
very substantial assets possibly in excess of $53 million, within the
Defendants' control; and (b) the Directors' mismanagement of the Bank. In this
regard, on March 24, 1995, Defendant, Seagraves, consented to the issuance of an
order by the SEC to cease and desist from causing any violation and any further
violation of Section 13(a) of the 1934 Act and Rules 12b-20 and 13a-13
promulgated thereunder. The Consent Order related to the SEC's findings that in
1990 and 1991, the Bank, which was the wholly-owned subsidiary of the Company
during such period, had materially understated its provision for loan losses
and, therefore, materially overstated pre-tax income in various reports filed
with the SEC.

47. The conduct of Defendants both in issuing additional stock to
themselves and in suddenly scheduling a stockholders' meeting on short notice
served no valid business purpose and was designed solely to promote Defendants'
own self interest.

48. Defendants' conduct in providing inadequate notice and requiring that
extensive information about alternative nominees be submitted with inadequate
time was designed to: (a) entrench Defendants in power; (b) deprive stockholders
of a material benefit associated with their share ownership -- the right to
remove and elect directors; and (c) result in Defendants' receiving personal
benefits to the detriment of other stockholders.

49. Article XI of the Certification of Incorporation is invalid and
illegal because it is ambiguous and was adopted for the sole purpose of
entrenching management. Similarly, the Proxy Statement incorporating the
requirements of Article XI was invalid and illegal.

50. Defendants have breached their fiduciary duty and their duty of care
to Plaintiffs and other stockholders of the Company by: (a) authorizing the
issuance of 350,000 shares of stock to themselves and others with whom they are
allied without fair consideration; (b) giving inadequate notice of the September
17, 1996 annual meeting; (c) requiring Plaintiffs to comply with onerous and
ambiguous notification requirements as to an alternative slate of directors; and
(d) failing to provide to Plaintiffs notice of the Winstar decision by the U.S.
Supreme Court and financial information about the Company.
<PAGE>

Page 45 of 57

EXHIBIT 2
Amended Complaint
-----------------

51. As a result of their unlawful conduct, Defendants have effectively
disenfranchised the stockholders of the Company and entrenched themselves as
Directors, causing irreparable injury by depriving the stockholders of their
right to replace directors that the stockholders believe are mismanaging the
Corporation and usurping the benefits of stock ownership for themselves.

WHEREFORE, Plaintiffs respectfully request that this Court grant relief
against Defendants, as follows:

1. That an order be entered declaring and adjudging that the
stockholders' meeting held on September 17, 1996 was illegally scheduled; and
that all actions taken at the September 17, 1996 meeting are null and void;

2. That an order be entered requiring Defendants to schedule a new
meeting, giving the stockholders of the Company sufficient time and a meaningful
opportunity to nominate alternative directors, to file solicitation material
with the Securities and Exchange Commission and to conduct a solicitation of
proxies in opposition;

3. That an Order be entered declaring Article XI of the Certificate of
Incorporation null and void as written and prohibiting Defendants from
implementing the onerous and ambiguous requirements of Article XI in a new Proxy
Statement;

4. That an order be entered declaring null and void Defendants'
authorization of issuance of additional shares of stock to themselves, the
Gruccio law firm, and to any other persons to whom stock was issued at about the
same time; and

5. Granting Plaintiffs legal fees, costs of suit and such other relief
as the Court may deem to be equitable and just.

MORRIS, JAMES, HITCHENS & WILLIAMS

/s/ Edward McNally
------------------
EDWARD M. McNALLY
222 Delaware Avenue, 10th Floor
P.O. Box 2306
Wilmington, DE 19899-2306
<PAGE>

EXHIBIT 2 Page 46 of 57
Amended Complaint
-----------------

(302) 888-6880

Attorneys for Plaintiffs,
Robert Linton and
Charles A. Sabino

Of Counsel:
EARP, COHN, LEONE & PENDERY
A Professional Corporation
ANNE C. SINGER
STEVEN R. KANES
The Rohrer Building
222 Haddon Avenue
Westmont, New Jersey 08108
(609) 854-7100
DATED: September 25, 1996
<PAGE>

EXHIBIT 3 Page 47 of 57
Final Judgment
--------------

IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE

IN AND FOR NEW CASTLE COUNTY

ROBERT LINTON and )
CHARLES A. SABINO, )
)
Plaintiffs, )
)
v. ) C. A. No. 15219NC
)
W. EARLE EVERETT, LEWIS )
D. DeMARCO, ROBERT H. SCHAFER, )
MAURICE T. GREENBLATT, ERNEST )
P. CASACCIO, ANDREW C. MILLER, )
Sr., P. PAUL RICCI, RICHARD M. )
MILSTEAD, RONALD A. SEAGRAVES, and )
SECURITY INVESTMENTS GROUP, INC. )
)
Defendants. )

FINAL JUDGMENT
--------------

For the reasons set forth in the Court's July 31, 1997 Memorandum
Opinion,

IT IS ORDERED this 29th day of August, 1997, as follows:

1) Security Investments Group, Inc. ("Security Investments") shall take
such steps as are necessary, including proper notation on its stock ledger, to
cancel: (a) the 30,000 shares of its stock issued on or about April 1, 1996 to
each of W. Earle Everett, Lewis D. DeMarco, Robert H. Schafer, Maurice T.
Greenblatt, Ernest P. Casaccio, Andrew C. Miller, Sr., P. Paul Ricci, Richard M.
Milstead and Ronald A. Seagraves, and (b) the 50,000 shares of its stock that it
purported to issue on or about April 1, 1996 to Gruccio, Pepper, Giovizazzi,
DeSonto & Farnoly.
<PAGE>

EXHIBIT 3 Page 48 of 57
Final Judgment
--------------

2) Security Investments shall hold a stockholder's meeting for the
election of directors (the "Meeting") on or after November 20, 1997, subject to
the following:

a) Security Investment shall notify plaintiffs of the Meeting
after the actual date has been set, by facsimile or overnight mail to
plaintiffs' counsel;

b) The Meeting shall not be less than 45 days after notice of the
Meeting is given to plaintiffs; and

c) The record date for the Meeting shall not be less than 55 days
prior to the Meeting.

3) Security Investment shall provide plaintiffs with an updated list of
stockholders of record, within 2 business days of the date Security Investment's
acts to set the date of the Meeting.

4) Until the Meeting is held, Security Investment shall not issue any
additional shares of voting securities, except after 10 business days notice to
plaintiffs. If within such 10 business days after receiving notice, plaintiffs
object to the issuance of such securities, Security Investment shall not issue
those securities until the Court has ruled upon a timely filed motion of the
plaintiffs to enjoin such issuance.

5) The Court shall retain jurisdiction to hear any application by
plaintiffs for attorney's fees and expenses and, until 30 days after the Meeting
is held, to hear any other applications with respect to enforcing this Final
Judgment or to provide such other relief as may be appropriate relating to the
conduct of the Meeting.

/s/ Jack B. Jacobs
--------------------------
Vice Chancellor
<PAGE>

Page 49 of 57

EXHIBIT 4
SPECIAL POWER OF ATTORNEY

I, Alfred Bernadini, a partner in Dennis Associates, residing at 66 English
Road, Pittsgrove, New Jersey 083184, hereby appoint Elbert Basolis Sr. of 2431
Blackwood Dr., Vineland, New Jersey 08630 as my Attorney-in-Fact ("Agent").

My Agent shall have full power and authority to act on my behalf but only to the
extent permitted by this Special Power of Attorney. My Agent's power shall
include the power to:

Act on my behalf with respect to the voting power of the Security
Investment, Inc. Stock, in connection with the joint filing agreement
filed by the Linton Group.

I hereby grant to my Agent the full right, power, and authority to do every act,
deed, and thing necessary or advisable to be done regarding the above powers, as
fully as I could do if personally present and acting.

Any power or authority granted to my Agent under this document shall be limited
to the extent necessary to prevent this Power of Attorney from causing (1) my
income to be taxable to my Agent (ii) my assets to be subject to a general power
of appointment in my Agent, and (iii) my Agent to have any incidents of
ownership with respect to any life insurance policies that I may own on the life
of my Agent.

My Agent shall not be liable for any loss that results from a judgment error
that was made in good faith. However, my Agent shall be liable for willful
misconduct or the failure to act in good faith while acting under the authority
of this Power of Attorney.

My Agent shall not be entitled to any compensation, during my lifetime or upon
my death, for any services provided as my Agent. My Agent shall not be entitled
to reimbursement of expenses incurred in connection with this Power of Attorney.

My Agent shall provide an accounting for all funds handled and all acts
performed as my Agent, if I so request or if such a request is made by any
authorized personal representative or fiduciary acting on my behalf.

This Power of Attorney shall become effective immediately append signing of this
document, and shall continue effective until January 1, 2002; provided, however,
that this Power may be revoked by me at any time by Providing written notice to
my Agent.

Dated Sept. 14, 1997, at Vineland, New Jersey
--------------

By: /s/ Alfred Bernadini
--------------------
Dennis Associates

State/Commonwealth of
----------
County/Parish/Borouth of

On this 14 day of Sept., 1997, the undersigned, a Notary Public for the
---------------------
known (or the proved) to be the identical person named in and who executed the
above Power of Attorney, and acknowledged that such person executed it as such
person's voluntary act and deed.

By: /s/ Alfred Pellgrini
--------------------
NOTARY
Notary Public of New Jersey
My Commission Expires March 26, 2001
<PAGE>

Page 50 of 57

EXHIBIT 5
SPECIAL POWER OF ATTORNEY

I, Kent L. Webster, a partner in Thompson Associates, residing at 7 Kirkland
Ave., West Chester, Pennsylvania 19380, hereby appoint Elbert Basolis Sr. of
2431 Blackwood Dr., Vineland, New Jersey 08630 as my Attorney-in-Fact ("Agent").

My Agent shall have full power and authority to act on my behalf but only to the
extent permitted by this Special Power of Attorney. My Agent's power shall
include the power to:

Act on my behalf with respect to the voting power of the Security
Investment, Inc. Stock, in connection with the joint filing agreement
filed by the Linton Group.

Dated 10/13/1997, at Vineland, New Jersey
----------

By: /s/ Kent L. Webster
-------------------
Thompson Associates

State/Commonwealth of NEW JERSEY
----------
County/Parish/Borouth of Salem
-----

On this 13th day of October, 1997, the undersigned, a Notary Public for the
-------------------------
known (or the proved) to be the identical person named in and who executed the
above Power of Attorney, and acknowledged that such person executed it as such
person's voluntary act and deed.

By: /s/ Norma L. Maconi
-------------------
NOTARY
Notary Public of New Jersey
My Commission Expires Feb. 24, 1999
<PAGE>

Page 51 of 57

EXHIBIT 6
SPECIAL POWER OF ATTORNEY

I, Kent L. Webster, personally, residing at 7 Kirkland Ave., West Chester,
Pennsylvania 19380, hereby appoint Elbert Basolis Sr. of 2431 Blackwood Dr.,
Vineland, New Jersey 08630 as my Attorney-in-Fact ("Agent").

My Agent shall have full power and authority to act on my behalf but only to the
extent permitted by this Special Power of Attorney. My Agent's power shall
include the power to:

Act on my behalf with respect to the voting power of the Security
Investment, Inc. Stock, in connection with the joint filing agreement
filed by the Linton Group.

Dated 10/13/1997, at Vineland, New Jersey
----------

By: /s/ Kent L. Webster
-------------------

State/Commonwealth of NEW JERSEY
----------
County/Parish/Borouth of Salem
-----

On this 13th day of October 1997, the undersigned, a Notary Public for the known
------------------------
(or the proved) to be the identical person named in and who executed the above
Power of Attorney, and acknowledged that such person executed it as such
person's voluntary act and deed.

By: /s/ Norma L. Maconi
-------------------
NOTARY
Notary Public of New Jersey
My Commission Expires Feb. 24, 1999
<PAGE>

Page 52 of 57

EXHIBIT 7
SPECIAL POWER OF ATTORNEY

I, Harry A. Skilton, a partner in Thompson Associates, residing at 12 Queen
Ave., Swanwyeh, Dew Castle, Delaware 19720, hereby appoint Elbert Basolis Sr. of
2431 Blackwood Dr., Vineland, New Jersey 08630 as my Attorney-in-Fact ("Agent").

My Agent shall have full power and authority to act on my behalf but only to the
extent permitted by this Special Power of Attorney. My Agent's power shall
include the power to:

Act on my behalf with respect to the voting power of the Security
Investment, Inc. Stock, in connection with the joint filing agreement
filed by the Linton Group.

Dated Oct. 20, 1997, at Vineland, New Jersey
-------------

By: /s/ Harry A. Skilton
--------------------
Thompson Associates

State/Commonwealth of NEW JERSEY
----------
County/Parish/Borouth of Salem
-----

On this 20 day of Oct. 1997, the undersigned, a Notary Public for the known (or
-------------------
the proved) to be the identical person named in and who executed the above Power
of Attorney, and acknowledged that such person executed it as such person's
voluntary act and deed.

By: /s/ Norma L. Maconi
-------------------
NOTARY
Notary Public of New Jersey
My Commission Expires Feb. 24, 1999
<PAGE>

Page 53 of 57

EXHIBIT 8
SPECIAL POWER OF ATTORNEY

I, Harry A. Skilton, personally, residing at 12 Queen Ave., Swanwyeh, Dew
Castle, Delaware 19720, hereby appoint Elbert Basolis Sr. of 2431 Blackwood Dr.,
Vineland, New Jersey 08630 as my Attorney-in-Fact ("Agent").

My Agent shall have full power and authority to act on my behalf but only to the
extent permitted by this Special Power of Attorney. My Agent's power shall
include the power to:

Act on my behalf with respect to the voting power of the Security
Investment, Inc. Stock, in connection with the joint filing agreement
filed by the Linton Group.

Dated Oct 20, 1997, at Vineland, New Jersey
------------

By: /s/ Harry A. Skilton
--------------------

State/Commonwealth of NEW JERSEY
----------
County/Parish/Borouth of Salem
-----

On this 20 day of Oct. 1997, the undersigned, a Notary Public for the known (or
--------------
the proved) to be the identical person named in and who executed the above Power
of Attorney, and acknowledged that such person executed it as such person's
voluntary act and deed.

By: /s/ Norma L. Maconi
-------------------
NOTARY
Notary Public of New Jersey
My Commission Expires Feb. 24, 1999
<PAGE>

Page 54 of 57
EXHIBIT 9
SPECIAL POWER OF ATTORNEY

I, Harry A. Skilton, a partner in Eagle Associates, residing at 12 Queen Ave.,
Swanyeh, Dew Castle, Delaware 19720, hereby appoint Elbert Basolis Sr. of 2431
Blackwood Dr., Vineland, New Jersey 08630 as my Attorney-in-Fact ("Agent").

My Agent shall have full power and authority to act on my behalf but only to the
extent permitted by this Special Power of Attorney. My Agent's power shall
include the power to:

Act on my behalf with respect to the voting power of the Security
Investment, Inc. Stock, in connection with the joint filing agreement
filed by the Linton Group.

Dated Oct 20, 1997, at Vineland, New Jersey
------------

By: /s/ Harry A. Skilton
--------------------
Eagle Associates

State/Commonwealth of NEW JERSEY
----------
County/Parish/Borouth of Salem
-----

On this 20 day of Oct 1997, the undersigned, a Notary Public for the known
-------------
(or the proved) to be the identical person named in and who executed the above
Power of Attorney, and acknowledged that such person executed it as such
person's voluntary act and deed.

By: /s/ Norma L. Maconi
-------------------
NOTARY
Notary Public of New Jersey
My Commission Expires Feb. 24, 1999
<PAGE>

Page 55 of 57
EXHIBIT 10
SPECIAL POWER OF ATTORNEY

I, Elbert Basolis, Jr., President of Aqua Control Inc., residing at 115 Fawn
Drivel, Newfield, New Jersey 08344, hereby appoint Elbert Basolis, Sr. of 2431
Blackwood Dr., Vineland, New Jersey 08630 as my Attorney-in-Fact ("Agent").

My Agent shall have full power and authority to act on my behalf but only to the
extent permitted by this Special Power of Attorney. My Agent's power shall
include the power to:

Act on my behalf with respect to the voting power of the Security
Investment, Inc. Stock, in connection with the joint filing agreement
filed by the Linton Group.

Dated October 13, 1997, at Vineland, New Jersey
----------------

By: /s/ Elbert Basolis, Jr.
-----------------------
Aqua Control Inc.

State/Commonwealth of NEW JERSEY
----------
County/Parish/Borouth of Cumberland
----------

By: /s/ Debra Scavelli
------------------
NOTARY
Notary Public of New Jersey
My Commission Expires 7-1-2001
<PAGE>

Page 56 of 57
EXHIBIT 11
SPECIAL POWER OF ATTORNEY

I, Debra Scavelli, personally, residing at 3043 Dutch Mill Road, Newfield, New
Jersey 08344, hereby appoint Elbert Basolis Sr. of 2431 Blackwood Dr., Vineland,
New Jersey 08630 as my Attorney-in-Fact ("Agent").

My Agent shall have full power and authority to act on my behalf but only to the
extent permitted by this Special Power of Attorney. My Agent's power shall
include the power to:

Act on my behalf with respect to the voting power of the Security
Investment, Inc. Stock, in connection with the joint filing agreement
filed by the Linton Group.

Dated Nov. 6, 1997, at Vineland, New Jersey
------------

By: /s/ Debra Scavelli
------------------
/s/ Witness 11/6/97

State/Commonwealth of NEW JERSEY
----------
County/Parish/Borouth of

On this ____ appeared before me, the undersigned, a Notary Public for the known
(or the proved) to be the identical person named in and who executed the above
Power of Attorney, and acknowledged that such person executed it as such
person's voluntary act and deed.

By:
----------------------------
NOTARY

<PAGE>

Page 57 of 57

EXHIBIT 12
CONFIDENTIALITY AGREEMENT

Meeting of October 22, 1997
817 Landis Avenue
Vineland, N.J.

We all herewith agree that any discussions during the meeting we have
on the following issues dealing with the law suit involving Security Savings and
the U.S. Government will be held in strict confidence and not be used by any of
the parties against the other or anyone else in subsequent litigation, proxy
disputes or solicitations or the like.

Issues:
-------

1. Compensation to shareholders, officers, directors, or others who
participate in assisting Security's Counsel in the litigation.

2. The method and amount of funds raised to provide for costs and
expenses of litigation and otherwise.

3. Composition of members of the Board of Directors.

4. Or any other issues discussed at this meeting.

ATTEST SECURITY INVESTMENTS GROUP, INC.
/s/Richard M. Milstead /s/ P. Paul Ricci
- ---------------------- -----------------
SECRETARY PRESIDENT

/s/ Salve Maurizio /s/ Robert T. Healey
- ------------------ --------------------

/s/ Robert Linton /s/ Richard Milstead
- ----------------- --------------------

/s/ Charles A. Sabino /s/ P. Paul Ricci
- --------------------- -----------------

/s/ Ronald a. Seagraves
- -----------------------