-----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, HtlmTWk8Jr45wNDaNsr4wC88SVGHmy7YFP6x20Ko3Tjy89mddpoErDsOJ+dWg0IT LNzYG75djryQXfimiSLw2A== 0001020450-98-000004.txt : 19980211 0001020450-98-000004.hdr.sgml : 19980211 ACCESSION NUMBER: 0001020450-98-000004 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980210 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 13G/A SEC ACT: SEC FILE NUMBER: 005-30530 FILM NUMBER: 98527005 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: FEDERATED SERVICES CO CENTRAL INDEX KEY: 0001020450 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: FEDERATED INVESTORS TOWER CITY: PITTSBURGH STATE: PA ZIP: 15333 MAIL ADDRESS: STREET 1: FEDERATED TOWER CITY: PENNSYLVANIA STATE: PA ZIP: 15222-3779 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Triton Group Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) 896757101 (CUSIP Number) Check the following box if a fee is being paid with this statement[ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall subject to all other provisions of the Act (however, see the Notes). 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person FEDERATED INVESTORS TAX I.D. #51-0316181 2 Check the appropriate box if a member of a group (a) [ ] (b) [ ] 3 SEC use only 4 Citizenship or Place of Organization DELAWARE Number of 5 Sole voting power 149,793 shares beneficially 6 Shared voting power owned by each 7 Sole dispositive power 149,793 Reporting Person with 8 Shared dispositive power 9 Aggregate Amount Beneficially Owned by Each Reporting Person 149,793 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* 11 Percent of Class Represented by Amount in Row (9) 2.7% 12 Type of Reporting Person HC 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person VOTING SHARES IRREVOCABLE TRUST 2 Check the appropriate box if a member of a group (a) [ ] (b) [ ] 3 SEC use only 4 Citizenship or Place of Organization PENNSYLVANIA Number of 5 Sole voting power 149,793 shares beneficially 6 Shared voting power owned by each 7 Sole dispositive power 149,793 Reporting Person with 8 Shared dispositive power 9 Aggregate Amount Beneficially Owned by Each Reporting Person 149,793 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* 11 Percent of Class Represented by Amount in Row (9) 2.7% 12 Type of Reporting Person OO 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person JOHN F. DONAHUE 2 Check the appropriate box if a member of a group (a) [ ] (b) [ ] 3 SEC use only 4 Citizenship or Place of Organization UNITED STATES Number of 5 Sole voting power shares beneficially 6 Shared voting power 149,793 owned by each 7 Sole dispositive power Reporting Person with 8 Shared dispositive power 149,793 9 Aggregate Amount Beneficially Owned by Each Reporting Person 149,793 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* 11 Percent of Class Represented by Amount in Row (9) 2.7% 12 Type of Reporting Person IN 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person RHODORA J. DONAHUE 2 Check the appropriate box if a member of a group (a) [ ] (b) [ ] 3 SEC use only 4 Citizenship or Place of Organization UNITED STATES Number of 5 Sole voting power shares beneficially 6 Shared voting power 149,793 owned by each 7 Sole dispositive power Reporting Person with 8 Shared dispositive power 149,793 9 Aggregate Amount Beneficially Owned by Each Reporting Person 149,793 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* 11 Percent of Class Represented by Amount in Row (9) 2.7% 12 Type of Reporting Person IN 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person J. CHRISTOPHER DONAHUE 2 Check the appropriate box if a member of a group (a) [ ] (b) [ ] 3 SEC use only 4 Citizenship or Place of Organization UNITED STATES Number of 5 Sole voting power shares beneficially 6 Shared voting power 149,793 owned by each 7 Sole dispositive power Reporting Person with 8 Shared dispositive power 149,793 9 Aggregate Amount Beneficially Owned by Each Reporting Person 149,793 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* 11 Percent of Class Represented by Amount in Row (9) 2.7% 12 Type of Reporting Person IN ITEM 1 (A). NAME OF ISSUER: TRITON GROUP LTD. ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL BUSINESS OFFICE: 550 West C Street San Diego, CA 92101 ITEM 2(A). NAMES OF PERSONS FILING: SEE ROW 1 OF COVER PAGES ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE: Federated Investors Tower Pittsburgh, PA 15222-3779 ITEM 2(C). CITIZENSHIP: SEE ROWS 1 AND 4 OF COVER PAGES ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock ITEM 2(E). CUSIP NUMBER: 896757101 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSONS FILING ARE: (g) [X] Parent Holding Company in accordance with Section 240.13d-1(b)(ii)(G) (Note: See Item 7) ITEM 4. OWNERSHIP: A. Federated Investors (See Note 1, next page) Item 4(a) Amount Beneficially Owned:............149,793 Item 4(b) Percent of Class:.....................2.7% Item 4(c) Number of shares as to which such person has: (i) sole power to vote or direct the vote: 149,793 (ii) shared power to vote or direct the vote: 0 (iii) sole power of dispose or to direct the disposition of:....................149,793 (iv) shared power to dispose or to direct the disposition of:....................0 B. Voting Shares Irrevocable Trust (See Note 1, next page) Item 4(a) Amount Beneficially Owned:............149,793 Item 4(b) Percent of Class:.....................2.7% Item 4(c) Number of shares as to which such person has: (i) sole power to vote or direct the vote: 149,793 (ii) shared power to vote or direct the vote: 0 ITEM 4. OWNERSHIP: (CONTINUED): (iii) sole power of dispose or to direct the disposition of:....................149,793 (iv) shared power to dispose or to direct the disposition of:....................0 C.....John F. Donahue (1) Item 4(a) Amount Beneficially Owned:............149,793 Item 4(b) Percent of Class:.....................2.7% Item 4(c) Number of shares as to which such person has: (i) sole power to vote or direct the vote: 0 (ii) shared power to vote or direct the vote: 149,793 (iii) sole power of dispose or to direct the disposition of:....................0 (iv) shared power to dispose or to direct the disposition of:....................149,793 Rhodora J. Donahue (1) Item 4(a) Amount Beneficially Owned:............149,793 Item 4(b) Percent of Class:.....................2.7% Item 4(c) Number of shares as to which such person has: (i) sole power to vote or direct the vote: 0 (ii) shared power to vote or direct the vote: 149,793 (iii) sole power of dispose or to direct the disposition of:....................0 (iv) shared power to dispose or to direct the disposition of:....................149,793 E. J. Christopher Donahue (1) Item 4(a) Amount Beneficially Owned:............149,793 Item 4(b) Percent of Class:.....................2.7% Item 4(c) Number of shares as to which such person has: (i) sole power to vote or direct the vote: 0 (ii) shared power to vote or direct the vote: 149,793 (iii) sole power of dispose or to direct the disposition of:....................0 (iv) shared power to dispose or to direct the disposition of:....................149,793 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner or more than five percent of the class of securities. Check the following [X]. ...... (1) The number of shares indicated represent shares beneficially owned by registered investment companies advised by subsidiary of Federated Investors that have been delegated the power to direct investments and power to vote the securities by the registered investment companies' board of trustees or directors. All of the voting securities of Federated Investors are held in the Voting Shares Irrevocable Trust ("Trust"), the trustees of which are John F. Donahue, Rhodora J. Donahue, and J. Christopher Donahue ("Trustees"). In accordance with Rule 13d-4 under the 1934 Act, the Trust, Trustees and parent holding company declare that the filing of this statement should not be construed as an admission that any of the investment advisers, parent holding company, Trust statement, and such advisers, parent holding company, Trust, and Trustees expressly disclaim that they are the beneficial owners such securities. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT OF BEHALF OF ANOTHER PERSON: ......Not Applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: SEE EXHIBIT "1" ATTACHED ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not applicable. ITEM 10. CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing of influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. After reasonable inquiry and to the bets of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 10, 1998 By: /s/J. Christopher Donahue Name/Title: J. Christopher Donahue, as President of Federated Investors By: /s/J. Christopher Donahue Name/Title: John F. Donahue, individually and as Trustee of Voting Shares Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact By: /s/J. Christopher Donahue Name/Title: Rhodora J. Donahue, individually and as Trustee of Voting Shares Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact By: /s/J. Christopher Donahue Name/Title: J. Christopher Donahue, individually and as Trustee of Voting Shares Irrevocable Trust EXHIBIT "1" ITEM 3 CLASSIFICATION OF REPORTING PERSONS Identity and Classification of Each Reporting Person IDENTITY CLASSIFICATION UNDER ITEM 3 Federated Management (e) Investment Adviser registered under section 203 of the Investment Advisers Federated Advisers (e) Investment Adviser registered under section 203 of the Investment Advisers Federated Investors (g) Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) Federated Investors, Inc. (g) Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) FII Holdings, Inc. (g) Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) Voting Shares Irrevocable Trust (g) Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) John F. Donahue (g) Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) Rhodora J. Donahue (g) Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) J. Christopher Donahue (g) Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) Federated Investors (the "Parent") is filing this Schedule 13G because it is the parent holding company of Federated Management and Federated Advisers (the "Investment Advisers"), which act as investment advisers to registered investment companies, including Federated Growth Trust, that own shares of common stock in Triton Group Ltd. (the "Reported Securities"). The Investment Advisers are wholly owned subsidiaries of FII Holdings, Inc., which is wholly owned subsidiary of Federated Investors, Inc., which is wholly owned by the Parent. All of Parent's outstanding voting stock is held in the Voting Shares Irrevocable Trust (the "Trust") for which John F. Donahue, Rhodora J. Donahue and J. Christopher Donahue act as trustees (collectively, the "Trustees")). The Trustees have joined in filing this Schedule 13G because of the collective voting control that they exercise over the Parent. In accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the Parent, the Trust and each of the Trustees declare that this statement should not be construed as an admission that they are the beneficial owners of the Reported Securities, and the Parent, the Trust and each of the Trustees expressly disclaim beneficial ownership of the Reported Securities. EXHIBIT `2" AGREEMENT FOR JOINT FILING OF SCHEDULE 13G The following parties hereby agree to file jointly the statement on Schedule 13G to which this Agreement is attached and any amendments thereto which may be deemed necessary pursuant to Regulation 13D-G under the Securities Exchange Act of 1934: 1. Federated Investors, as parent holding company of the investment advisers to registered investment companies that beneficially own the securities. 2. Voting Shares Irrevocable Trust, as holder of all the voting shares of Federated Investors 3. John F. Donahue, individually and as Trustee 4. Rhodora J. Donahue, individually and as Trustee 5. J. Christopher Donahue, individually and as Trustee It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party unless is not responsible for the completeness or accuracy of information concerning the other parties unless such party knows or has reason to believe that such information is incomplete or inaccurate. It is understood and agreed that the joint filing of Schedule 13G shall not be construed as an admission that the reporting persons named herein constitute a group for purposes of Regulation 13D-G of the Securities Exchange Act of 1934, nor is a joint venture for purposes of the Investment Company Act of 1940. Date: February 10, 1998 By: /s/J. Christopher Donahue Name/Title: J. Christopher Donahue, as President of Federated Investors By: /s/J. Christopher Donahue Name/Title: John F. Donahue, individually and as Trustee of Voting Shares Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact By: /s/J. Christopher Donahue Name/Title: Rhodora J. Donahue, individually and as Trustee of Voting Shares Irrevocable Trust, by J. Christopher Donahue, as attorney-in-fact By: /s/J. Christopher Donahue Name/Title: J. Christopher Donahue, individually and as Trustee of Voting Shares Irrevocable Trust -----END PRIVACY-ENHANCED MESSAGE-----