-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E2gnUhWTnppeXvVvdg/iD0CMFPWr2L2ILJ+NaodtY8Mo4CEs+NmauVxqW5xEqswP 81sdlohnZMxGO3JPATl1OA== 0000912057-97-000454.txt : 19970109 0000912057-97-000454.hdr.sgml : 19970109 ACCESSION NUMBER: 0000912057-97-000454 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970108 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RIDGEWOOD PROPERTIES INC CENTRAL INDEX KEY: 0000783728 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT) [6532] IRS NUMBER: 581656330 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37008 FILM NUMBER: 97502703 BUSINESS ADDRESS: STREET 1: 2859 PACES FERRY RD STE 700 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 4044343670 MAIL ADDRESS: STREET 1: 2859 PACES FERRY ROAD STREET 2: SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30339 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRITON GROUP LTD CENTRAL INDEX KEY: 0000319250 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 330318116 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 550 WEST C STREET STREET 2: STE 1880 CITY: SAN DEIGO STATE: CA ZIP: 92101 BUSINESS PHONE: 6192311818 MAIL ADDRESS: STREET 1: 550 WEST C STREET STREET 2: STE 1880 CITY: SAN DIEGO STATE: CA ZIP: 92101 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* --------- Ridgewood Properties, Inc. -------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------- (Title of Class of Securities) 766286207 -------------------------------------------------------- (CUSIP Number) Mark G. Foletta 550 West "C" Street, Suite 1880 San Diego, California 92101 (619) 231-1818 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 1, 1996 -------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 766286207 SCHEDULE 13D Page 2 of 5 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above Person Triton Group Ltd. 04-2465278 - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) / / N\A - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* 00 - ------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) N/A - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Beneficially Owned Power 1,350,000 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 1,350,000 -------------------------------------------------- (9) Sole Dispositive Power 1,350,000 -------------------------------------------------- (10) Shared Dispositive Power 1,350,000 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,350,000 - ------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 1,350,000 --------- = 55.4% 2,438,480 - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 5 Item 1. SECURITY AND ISSUER. Security: Common Stock, par value $.01 per share ("Common Stock") Issuer: Ridgewood Properties, Inc. ("Ridgewood") Address: 2859 Paces Ferry Road, Suite 700 Atlanta, Georgia 30339 Item 2. IDENTITY AND BACKGROUND. This statement is being filed by Triton Group Ltd., a Delaware corporation ("Triton"). Its principal business and offices are located at 550 West "C" Street, Suite 1880, San Diego, California 92101. Triton is an operating/holding company. Neither Triton nor, to the best of its knowledge, any of its executive officers or directors has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Triton owns 450,000 shares of Series A Convertible Preferred Stock, par value $1.00 per share, of Ridgewood ("Series A Preferred Stock") pursuant to the Stock Purchase Agreement (as defined and described in Item 6 below). Ridgewood issued the Series A Preferred Stock to Triton (along with $8,042,240 in cash) in exchange for 1,455,280 shares of Ridgewood Common Stock held by Triton (without giving effect to a subsequent three-for-one stock split of the Ridgewood Common Stock). See Item 5(c) below. Item 4. PURPOSE OF TRANSACTION. Triton's acquisition of the securities of Ridgewood was for investment purposes only. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Triton beneficially owns 1,350,000 shares (55.4%) of the Ridgewood Common Stock. All of such shares may be acquired by Triton within 60 days upon conversion of the Series A Preferred Stock. The Series A Preferred Stock became convertible into Ridgewood Common Stock on September 1, 1996. See Item 6 below. (b) Triton has sole power to vote and direct the disposition of the above shares. (c) In December 1985, Pier 1 Inc., the former parent company of Ridgewood, distributed to its stockholders all of the outstanding shares of Ridgewood Common Stock. As a result of this spin off, Intermark, Inc., the former parent company of Triton, acquired its interest in the Ridgewood Common Stock. In June 1993, Intermark merged into Triton Page 4 of 5 pursuant to their Joint Plan of Reorganization in the United States Bankruptcy Court. Triton thereby became the holder of Intermark's interest in the Ridgewood Common Stock, which Triton subsequently sold to Ridgewood in exchange for, among other things, 450,000 shares of Series A Preferred Stock. See Item 6 below. (d) None. (e) Not Applicable. Item 6. CONTRACTS WITH RESPECT TO SECURITIES OF THE ISSUER. On August 15, 1994, Triton entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Ridgewood pursuant to which Triton sold to Ridgewood 1,455,280 shares of Ridgewood Common Stock held by Triton (without giving effect to a subsequent three-for-one stock split of the Ridgewood Common Stock) in exchange for $8,042,240 in cash and 450,000 shares of Series A Preferred Stock. On September 1, 1996, each share of Series A Preferred Stock became convertible into three shares of Ridgewood Common Stock, subject to certain antidilution adjustments. The Series A Preferred Stock accrues dividends at a rate of $0.40 per share annually from the date of issuance through October 31, 1996, and at a rate of $0.80 per share annually thereafter. The Series A Preferred Stock is redeemable by Ridgewood at any time at a redemption price of $8.00 per share plus all accrued and unpaid dividends. In the event of any liquidation, dissolution or winding up of Ridgewood, whether voluntary or involuntary, the holders of Series A Preferred Stock are entitled to receive $8.00 per share plus all accrued and unpaid dividends. If and whenever a "dividend default" exists with respect to the Series A Preferred Stock (i.e., two quarterly dividends, whether or not consecutive, are in arrears), the holders of Series A Preferred Stock are entitled to vote, together with the holders of Ridgewood Common Stock, on all matters considered at special or annual meetings of stockholders of Ridgewood. So long as a minimum of 50,000 shares of Series A Preferred Stock are outstanding, the holders of Series A Preferred Stock are entitled to elect one additional director to serve on the Ridgewood Board of Directors (presently Michael M. Earley, President and Chief Executive Officer of Triton, serves on the Ridgewood Board). Under the Stock Purchase Agreement, Triton has agreed not to transfer any shares of Series A Preferred Stock (including shares of Ridgewood Common Stock that may be issued upon conversion) without the prior written consent of Ridgewood, which consent may not be unreasonably withheld. Item 7. MATERIAL TO BE FILED AS EXHIBITS. (1) Stock Purchase Agreement, dated as of August 15, 1994, by and between Ridgewood Properties, Inc. and Triton Group Ltd. (incorporated by reference to a Report on Form 8-K/A filed by Triton Group Ltd. with the Securities and Exchange Commission on September 2, 1994). Page 5 of 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: January 8, 1997 TRITON GROUP LTD. By:/s/ MARK G. FOLETTA ----------------------------------------- Mark G. Foletta Senior Vice President, Chief Financial Officer and Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----