Alarmguard Holdings Inc – ‘SC 13D/A’ on 10/12/95 re: Mig, Inc. – EX-17

As of:  Thursday, 10/12/95   ·   Accession #:  898430-95-2007   ·   File #:  5-17085

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D-Amend No. 1                               5     22K 
 2: EX-17       Letter re: Departure of Director                       3     14K 

EX-17   —   Letter re: Departure of Director

EX-17
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                                                                      EXHIBIT 17

October 12, 1995

Triton Group Ltd.                                                               
550 West C Street, Suite 1880                                                   
San Diego, California 92101                                                     

Ladies and Gentlemen:                                                           

       This letter is to confirm that you have requested that The Actava Group
Inc. ("Actava") register approximately 3,000,000 of the Actava shares held by   
Triton Group Ltd. ("Triton") on Form S-3, and Actava agrees to do so on the     
following terms:                                                                

   1.    The S-3 registration statement will be prepared by Actava and
filed with the Securities and Exchange Commission ("SEC") as promptly as        
practicable, but in no event later than ten (10) days from the date hereof.     
Triton will provide Actava with information regarding Triton and its plan of    
distribution for inclusion in the Form S-3 registration statement.  Actava will 
use all reasonable efforts to have the Form S-3 declared effective as soon as   
practicable.  The Form S-3 will incorporate by reference the Proxy Statement/S-4
Registration Statement with respect to the proposed mergers of Actava, Orion,   
MCEG Sterling and MITI (the "Mergers").  Actava will also use all reasonable    
efforts to register or qualify the shares under applicable Blue Sky laws in such
jurisdictions as any broker or dealer involved in the sale of such shares may   
reasonably request as long as such qualification does not subject Actava to     
general service of process in a state.                                          

       2.    Actava agrees to use all reasonable efforts to cause the Form S-3
registration statement to remain effective until ninety (90) days after the     
consummation of the Mergers, or, if later, 90 days after effectiveness.  In the 
event that such effectiveness lapses for any period or Actava notifies Triton   
not to use such S-3 for any period, such ninety (90)-day period will be extended
by the period of lapse or non-use.                                              

       3.    The Form S-3 will specify that Triton's plan of distribution will
involve the sale of the Actava shares primarily through block transactions but  
also through open market transactions or other transactions effected through    
registered broker dealers.  Triton acknowledges that the offering will not be   
underwritten.  Actava will use its reasonable efforts to assist Triton in the   
selling effort and agrees to make available a senior executive officer to attend
marketing meetings with broker dealers acceptable to Actava.                    

   4. Triton agrees that, upon the filing of the Form S-3 registration
statement, it will deliver to Actava proxies in blank executed by Triton        
covering all of Triton's shares of Actava Common Stock, which will enable       
Actava's proxyholders to vote all of the shares of Actava's common stock held by
Triton in favor of the Mergers. Triton agrees that it will not revoke, alter or 
amend such proxies, unless proxies are required to be resolicited from all      
stockholders of Actava as a result of a material change in the information      
regarding the Mergers contained in the Proxy                                    

EX-17
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Statement/S-4 Registration Statement. Triton acknowledges that the supplement to
the Proxy Statement/S-4 relating to this agreement does not constitute a        
resolicitation of proxies. After the filing of the Form S-3, Actava will use its
best efforts to cause the Form S-3 to be declared effective by the SEC as       
promptly as practicable.                                                        

    5.   Triton agrees to cooperate with and provide such additional
information to Actava as Actava may reasonably request in order to register the 
shares as provided for herein.                                                  

       6.   All expenses incurred by Actava in effecting any registrations
and/or sales of shares pursuant to this letter (including, without limitation,  
all registration and filing fees, printing expenses of the S-3 (but not the     
Proxy Statement/S-4), Blue Sky expenses, auditors' fees relating solely to the  
Form S-3 registration statement and reasonable fees and expenses of counsel to  
Actava associated therewith) shall be paid by Triton, provided that in no event 
shall the counsel fees exceed $25,000 and provided that Actava will pay all of  
its internal costs. In addition, Triton agrees to pay the reasonable costs and  
expenses associated with preparation and mailing of a supplement to the Proxy   
Statement/S-4 with respect to the contents of this letter and Triton's Amendment
to its Schedule 13D filing, up to a maximum of $35,000.                         

       7.   In connection with the registration of the Actava shares under
the Securities Act of 1933, as amended (the "Act"), Actava will agree to        
indemnify and hold harmless Triton and each other person who participates in the
offering or sale of such shares and their respective directors, officers,       
partners, agents and affiliates against any losses, claims, damages, liabilities
(or actions or proceedings, whether commenced or threatened, in respect         
thereof), joint or several, and expenses (collectively, a "Loss" or "Losses") to
which such party may become subject, insofar as such Losses relate to any untrue
statement or omission, or alleged untrue statement or omission, made in the     
registration statement under which such shares were registered under the Act    
(other than the information provided by Triton for inclusion in the Form S-3    
registration statement); and Triton will agree to indemnify and hold harmless   
Actava and each person who participates in the offering or sale of such shares  
and their respective directors, officers, partners, agents and affiliates       
against any Losses to which such party becomes subject, insofar as such Losses  
relate to any untrue statement or omission, or alleged untrue statement or      
omission, made in such registration statement in reliance upon and in conformity
with written information furnished to Actava by Triton expressly for use in such
registration statement.                                                         

         8.   Triton may distribute Actava shares to its stockholders. In such
event, Triton will, upon request, furnish any Triton stockholder with a copy of 
the Proxy Statement/S-4 (or the most recent SEC periodic reports) of Actava.    
Actava agrees to furnish Triton, at no cost, sufficient copies of the Proxy     
Statement/S-4 (or the most recent SEC periodic reports) to satisfy any such     
requests.                                                                       

          9.   Actava will provide Triton and its counsel such reasonable access
to Actava, its officers and the independent public accountants who have         
certified its financial statements as shall be necessary, in the opinion of     
Triton's counsel, to conduct a reasonable "due diligence" investigation within  
the meaning of the Act. Triton will maintain the confidentiality of any         
confidential information received from or otherwise made available by Actava to 
Triton.                                                                         

       10.  Triton and Actava recognize their respective obligations under
the Amended Loan Agreement and Pledge Agreement, and both parties agree to      
cooperate with each other to ensure the release of the Actava shares for sale   
pursuant to the Form S-3 registration statement and the concurrent application  
of the net proceeds of any offering first to repay in full all obligations of   
Triton under the Amended Loan Agreement.                                        

EX-17
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        11.  Attached as Exhibits A and B to this letter are an Amendment to
Triton's Schedule 13D regarding the Actava shares and a Press Release, in the   
forms that they will be filed or issued promptly after the execution of this    
letter.                                                                         

         12.  Subject to the consummation of the Mergers, Triton hereby waives
the provisions of the Amended and Restated Stockholder Agreement dated as of    
June 25, 1993 between Triton and Actava requiring that the Board of Directors of
Actava consist of nine members and providing that Triton would be entitled to   
designate one or two members of the Board of Directors of Actava.               

13.  This letter agreement may be executed in counterparts. 

  If the foregoing correctly sets forth our agreement, please so
indicate by signing below.                                                      

                   THE ACTAVA GROUP INC.

 By:
                                    --------------------------------
   Name:
                                      ------------------------------
    Title:
                                       -----------------------------

TRITON GROUP LTD.                                                               

By:                                                                             
--------------------------------                                          
Name:                                                                           
------------------------------                                        
Title:                                                                          
-----------------------------                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		10/12/95		1					None on these Dates
		6/25/93		3
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