-----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, HW3wEB9ezOSv9HGXi7XnN6OcfIER40/+idEaDB7TAzUyBgwNYg5cYlQYSgEFUsbW 64AZhECppcwQAIfMXtA7Kg== 0000913355-97-000042.txt : 19970428 0000913355-97-000042.hdr.sgml : 19970428 ACCESSION NUMBER: 0000913355-97-000042 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970425 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALARMGUARD HOLDINGS INC 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-00035-20 FILM NUMBER: 97587135 BUSINESS ADDRESS: STREET 1: 125 FRONTAGE ROAD STREET 2: STE 1880 CITY: ORANGE STATE: CT ZIP: 06477 BUSINESS PHONE: 6192311818 MAIL ADDRESS: STREET 1: 125 FRONTAGE ROAD STREET 2: STE 1880 CITY: ORANGE STATE: CT ZIP: 06477 FORMER COMPANY: FORMER CONFORMED NAME: TRITON GROUP LTD DATE OF NAME CHANGE: 19950328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRIUMPH CONNECTICUT LTD PARTNERSHIP CENTRAL INDEX KEY: 0000923556 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 60 STATE ST 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175576000 MAIL ADDRESS: STREET 1: 60 STATE ST 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02109 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. . . .) ALARMGUARD HOLDINGS, INC. (Name of Issuer) COMMON STOCK, $.0001 PAR VALUE (Title of Class of Securities) 011649100 -------------- (CUSIP Number) Thomas W. Janes Triumph-Connecticut Limited Partnership 60 State Street Boston, Massachusetts 02109 (617) 557-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 15, 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 [ ] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 16 Pages CUSIP No. 011649100 Page 2 OF 16 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Triumph-Connecticut Limited Partnership 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 Connecticut 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 767,554 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- WITH 10 SHARED DISPOSITIVE POWER 767,554 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 767,554 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.3% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 011649100 Page 3 OF 16 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Triumph-Connecticut Capital Advisors, Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 767,554 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- WITH 10 SHARED DISPOSITIVE POWER 767,554 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 767,554 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.3% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 011649100 Page 4 OF 16 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Triumph Capital Group, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 767,554 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- WITH 10 SHARED DISPOSITIVE POWER 767,554 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 767,554 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.3% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 011649100 Page 5 OF 16 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Frederick W. McCarthy 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 767,554 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- WITH 10 SHARED DISPOSITIVE POWER 767,554 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 767,554 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.3% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 011649100 Page 6 OF 16 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Frederick S. Moseley IV 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 767,554 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- WITH 10 SHARED DISPOSITIVE POWER 767,554 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 767,554 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.3% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 011649100 Page 7 OF 16 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON E. Mark Neonan 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 767,554 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- WITH 10 SHARED DISPOSITIVE POWER 767,554 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 767,554 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.3% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 011649100 Page 8 OF 16 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas W. Janes 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 767,554 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- WITH 10 SHARED DISPOSITIVE POWER 767,554 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 767,554 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.3% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 011649100 Page 9 OF 16 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John M. Chapman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 767,554 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- WITH 10 SHARED DISPOSITIVE POWER 767,554 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 767,554 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.3% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 011649100 Page 10 OF 16 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard J. Williams 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 767,554 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- WITH 10 SHARED DISPOSITIVE POWER 767,554 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 767,554 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.3% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 011649100 13D Page 11 of 16 Pages ITEM 1. SECURITY AND ISSUER The class of equity securities to which this Schedule relates is the common stock, $.0001 par value (the "Common Stock") of Alarmguard Holdings, Inc. (the "Issuer"). The Issuer's principal executive offices are located at 125 Frontage Road, Orange, Connecticut 06477. ITEM 2. IDENTITY AND BACKGROUND The following table provides certain information about each of the reporting persons. CITIZENSHIP OR STATE OF PRINCIPAL INCORPORATION/ OCCUPATION OR NAME AND ADDRESS ORGANIZATION EMPLOYMENT Triumph-Connecticut Limited CT Investment Partnership Partnership ("Holder") CityPlace I, 35th Floor Hartford, CT 06103-3499 Triumph-Connecticut Capital DE General Partner of Holder; Advisors, Limited Partnership Investment Management ("Triumph") CityPlace I, 35th Floor Hartford, CT 06103-3499 Triumph Capital Group, Inc. DE General Partner of Triumph; ("Capital") Investments 60 State Street, 21st Floor Boston, MA 02109 Frederick W. McCarthy U.S.A. Managing General Partner of c/o Triumph Capital Group, Inc. Triumph; Director and 60 State Street, 21st Floor President of Capital; Boston, MA 02109 Investment Management/ Investment Banking Frederick S. Moseley, IV U.S.A. General Partner of Triumph; c/o Triumph Capital Group, Inc. Director of Capital; 60 State Street, 21st Floor Investment Management/ Boston, MA 02109 Investment Banking CUSIP No. 011649100 13D Page 12 of 16 Pages E. Mark Noonan U.S.A. General Partner of Triumph; c/o Triumph Capital Group, Inc. Director of Capital; 60 State Street, 21st Floor Investment Management/ Boston, MA 02109 Investment Banking Thomas W. Janes U.S.A. General Partner of Triumph; c/o Triumph Capital Group, Inc. Director of Capital; 60 State Street, 21st Floor Investment Management/ Boston, MA 02109 Investment Banking John M. Chapman U.S.A. General Partner of Triumph; c/o Triumph Capital Group, Inc. Director of Capital; 60 State Street, 21st Floor Investment Management/ Boston, MA 02109 Investment Banking Richard J. Williams U.S.A. General Partner of Triumph; c/o Triumph Capital Group, Inc. Secretary and Director of 60 State Street, 21st Floor Capital; Investment Boston, MA 02109 Management/Investment Banking During the last five years, none of the reporting persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the reporting persons has been during the last five years a party to a civil proceeding of a judicial or an 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 activity 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 The Holder acquired securities of Security Systems Holdings, Inc., a Delaware corporation ("SSH"), with funds provided out of the Holder's working capital. On April 15, 1997, a wholly-owned subsidiary of Issuer was merged with and into SSH. The Holder received the 767,554 shares of Common Stock of Issuer pursuant to the terms of the merger agreement. All other parties filing pursuant hereto are deemed to be directly or indirectly in control of Holder. ITEM 4. PURPOSE OF TRANSACTION The Common Stock was acquired for investment purposes. The reporting persons intend to review on a continuing basis their investment in the Issuer and the Issuer's business, prospects and financial condition. Based on such continuing review, alternative investment opportunities available to the reporting persons and all other factors deemed relevant (including, without limitation, the market for and price of the Common CUSIP No. 011649100 13D Page 13 of 16 Pages Stock, offers for shares of the Common Stock, general economic conditions and other future developments), the reporting persons may decide to sell or seek the sale of all or part of the Common Stock or increase their holdings of the Common Stock. Pursuant to a Registration Rights Agreement among Holder, Issuer and certain other parties, the Issuer granted Holder registration rights which require the Issuer to cause Common Stock of the Issuer held by the Holder to be registered under the Securities Act of 1933, as amended (the "Securities Act"), so as to permit the sale or other disposition by such Holder of said Common Stock. ITEM 5. INTEREST IN SECURITIES OF ISSUER (a) - (b)
NUMBER OF SHARES SHARED SHARED SOLE SOLE BENEFICIALLY VOTING DISPOSITION VOTING DISPOSITION NAME OWNED POWER POWER POWER POWER PERCENT Holder 767,554 767,554 767,554 0 0 15.3% Triumph 767,554 767,554 767,554 0 0 15.3% Capital 767,554 767,554 767,554 0 0 15.3% Frederick W. McCarthy 767,554 767,554 767,554 0 0 15.3% Frederick S. Moseley, IV 767,554 767,554 767,554 0 0 15.3% E. Mark Noonan 767,554 767,554 767,554 0 0 15.3% Thomas W. Janes 767,554 767,554 767,554 0 0 15.3% John M. Chapman 767,554 767,554 767,554 0 0 15.3% Richard J. Williams 767,554 767,554 767,554 0 0 15.3%
(c) Other than the transactions described herein, no transactions by any of the reporting persons required to be reported by this Item have taken place in the last 60 days. (d) The Treasurer of the State of Connecticut, as trustee of the State of Connecticut Retirement Plans and Trust Funds, as limited partner of Holder, has the right to receive dividends from or proceeds from the sale of all or some of the Common Stock of the Issuer. See Item 6. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Registration Rights Agreement is described in Item 4, which description is incorporated by reference herein. Triumph is a General Partner of Holder, which owns the Common Stock of Issuer, and holds a 3.0% interest in Holder. CUSIP No. 011649100 13D Page 14 of 16 Pages The Treasurer of the State of Connecticut, as trustee of the State of Connecticut Retirement Plans and Trust Funds, is the limited partner of Holder, and holds a 97.0% interest in Holder. Capital is a general partner of Triumph. Frederick W. McCarthy is the Managing General Partner of Triumph and the Chairman of the Board of Directors and President of Capital. Mr. McCarthy is a person controlling Capital. Frederick S. Moseley, IV is a General Partner of Triumph and a Director of Capital. E. Mark Noonan is a General Partner of Triumph and a Director of Capital. Thomas W. Janes is a General Partner of Triumph and a Director of Capital. John M. Chapman is a General Partner of Triumph and a Director of Capital. Richard J. Williams is a General Partner of Triumph and the Secretary and a Director of Capital. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT NUMBER DESCRIPTION 1 Agreement, dated as of April 23, 1997 between Reporting Persons relating to filing of joint acquisition statements. CUSIP No. 011649100 13D Page 15 of 16 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: April 23, 1997 TRIUMPH-CONNECTICUT LIMITED PARTNERSHIP By Triumph-Connecticut Capital Advisers, L.P. Its General Partner /s/ Frederick W. McCarthy By:------------------------------------------ Frederick W. McCarthy Its General Partner TRIUMPH-CONNECTICUT CAPITAL ADVISORS, L.P. By Triumph Capital Group, Inc. Its General Partner /s/ Frederick W. McCarthy By:------------------------------------------ Frederick W. McCarthy Its President TRIUMPH CAPITAL GROUP, INC. /s/ Frederick W. McCarthy By:------------------------------------------ Frederick W. McCarthy Its President /s/ Frederick W. McCarthy --------------------------------------------- Frederick W. McCarthy CUSIP No. 011649100 13D Page 16 of 16 Pages /s/ Frederick S. Moseley, IV --------------------------------------------- Frederick S. Moseley, IV /s/ E. Mark Noonan --------------------------------------------- E. Mark Noonan /s/ Thomas W. Janes --------------------------------------------- Thomas W. Janes /s/ John M. Chapman --------------------------------------------- John M. Chapman /s/ Richard J. Williams --------------------------------------------- Richard J. Williams EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 1 Agreement, dated as of April 23, 1997 between Reporting Persons relating to filing of joint acquisition statements. EX-99 2 AGREEMENT RELATING TO JOINT VENTURE STATEMENTSS AGREEMENT Pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934, each of the undersigned hereby agrees that the Schedule 13D (the "Schedule 13D") filed in connection with beneficial ownership of securities of Alarmguard Holdings, Inc. (formerly Triton Group, Ltd.) of which this Agreement is an Exhibit is filed in its behalf. Each of the undersigned hereby further constitutes and appoints Thomas W. Janes and John M. Chapman, and each of them, his attorney-in-fact, with power to act jointly or severally, with power of substitution, for the undersigned in any and all capacities, to sign the Schedule 13D and any amendments thereto, and to file the same, with any exhibits thereto and other documents therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. This Agreement will be construed in accordance with laws of the United States and the laws of the State of Connecticut. This Agreement may be signed in one or more counterparts. IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of April 23, 1997. TRIUMPH-CONNECTICUT LIMITED PARTNERSHIP By Triumph-Connecticut Capital Advisers, L.P. Its General Partner /s/ Frederick W. McCarthy By:------------------------------------------ Frederick W. McCarthy Its General Partner TRIUMPH-CONNECTICUT CAPITAL ADVISORS, L.P. By Triumph Capital Group, Inc. Its General Partner /s/ Frederick W. McCarthy By:------------------------------------------ Frederick W. McCarthy Its President TRIUMPH CAPITAL GROUP, INC. /s/ Frederick W. McCarthy By:------------------------------------------ Frederick W. McCarthy Its President /s/ Frederick W. McCarthy --------------------------------------------- Frederick W. McCarthy /s/ Frederick S. Moseley, IV --------------------------------------------- Frederick S. Moseley, IV /s/ E. Mark Noonan --------------------------------------------- E. Mark Noonan /s/ Thomas W. Janes --------------------------------------------- Thomas W. Janes /s/ John M. Chapman --------------------------------------------- John M. Chapman /s/ Richard J. Williams --------------------------------------------- Richard J. Williams -----END PRIVACY-ENHANCED MESSAGE-----