<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                  FORM 10-KSB


              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
                         Commission file number 0-12113

                              TIGERA GROUP, INC.          
         -----------------------------------------------------------
              (Exact Name of Small Business Issuer in its charter)

         Delaware                                        94-2691724            
----------------------------                   --------------------------------
(State of Incorporation)                              (I.R.S. Employer 
                                                     Identification No.)

 667 Madison Avenue, 25th Floor, New York,  NY              10021   
-------------------------------------------------        ----------
  (Address of principal executive offices)               (Zip Code)

       Issuer's telephone number, including area code:    212-644-8880  
                                                      ------------------

     Securities registered pursuant to Section 12(b) of the Act:    None
                                                                 ---------

          Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.01 par value
                       ----------------------------------

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.  Yes    X        No        .
                   ------         -------
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
/    /

Issuer's revenues for its most recent fiscal year:  None.

Aggregate market value of the Common Stock, $.01 par value, held by
non-affiliates of the registrant based on the closing price of such stock on
March 8, 1996, was $28,473,334.  On such date, the closing price of
registrant's Common Stock was $2.03 per share.  Solely for the purposes of this
calculation, shares beneficially owned by directors, executive officers and
stockholders of the registrant that beneficially own more than 10% of the
registrant's voting stock have been excluded, except shares with respect to
which such directors and officers disclaim beneficial ownership.  Such
exclusion should not be deemed a determination or admission by the registrant
that such individuals are, in fact, affiliates of the registrant.

The number of shares of Common Stock, $.01 par value, outstanding as of March
8, 1996 was 21,886,301.


                              Page 1 of 107 pages.
                    Exhibit Index begins on page 26 hereof.
<PAGE>   2
                                     PART I

ITEM 1.          DESCRIPTION OF BUSINESS

                 (a)      Business of Issuer.

                 The principal activity of Tigera Group, Inc. (the "Company" or
the "Registrant"), formerly named Fortune Systems Corporation, consists of
seeking and evaluating candidates for acquisition.  The Company has established
strategic and financial criteria and is engaged in the identification of and
has had discussions with a number of candidates.  The major considerations are
that the Company acquire a controlling equity position in an established entity
with growth potential.  Additionally, the candidate for acquisition should have
an experienced management team, a history of profitability, a competitive
position in its industry and a solid plan for future growth from a combination
of internal expansion and external acquisitions.  Although helpful to the
acquisition process, the Company's criteria are not intended to be definitive,
but rather reflect priorities and objectives.  The Company identifies potential
acquisition candidates through communications with investment banking, broker,
legal and accounting firms and other sources.  The Company competes for
acquisitions against domestic and international companies, financial groups and
other entities, many of which may have greater financial resources and
borrowing capacity than the Company.

                 On March 7, 1996, the Company announced that it has reached an
agreement in principle to acquire a controlling interest in a privately held
manufacturing and distribution company.  The company, which was not identified,
reported sales in the $75,000,000-$100,000,000 range in 1995.  The acquisition
is subject to the conclusion of a mutually acceptable definitive acquisition
agreement, as well as numerous other conditions.

                 On November 8, 1995, Beverly Hills Bancorp sold to Victory
Capital LLC, formerly Forschner Enterprises, Inc.  ("Victory") its holdings of
shares of Common Stock, par value $.01 per share, of the Company ("Common
Stock")  owned directly and indirectly (4,740,000 shares) for $.90 per share.
Victory makes investments in entities in which it holds either controlling or
non-controlling equity interests.  Victory also purchased, or agreed to
purchase, certain shares of the Company owned by Albert M.  Zlotnick (1,731,000
shares) and Michael S. Berlin (248,250 shares) at $.90 per share which
purchases were completed on November 15, 1995 and January 4, 1996,
respectively.  The Company has retained Albert M. Zlotnick as a consultant for
a period of two years from December 1, 1995, at a rate of $15,000 per month.
From February 1993 to November 1995, Mr. Zlotnick served as Chairman of the
Board and Chief Executive Officer of the Company and was paid a salary of
$20,000 per month.  Effective as of November 8, 1995, all of the prior
directors of the Company resigned (except for Albert M. Zlotnick and A. Clinton
Allen) and were replaced by directors recommended by Victory.  Victory and its
affiliates currently hold approximately 36% of the outstanding shares of Common
Stock of the Company.


                 (b)      Business Development.

                 The Company, a Delaware corporation, was incorporated on
September 29, 1980 under the name Fortune Systems Corporation.  Prior to 1987,
the Company was engaged in the computer hardware and software business.

                 In June 1987, the Company completed the sale of substantially
all of the operating assets of its computer hardware business to SCI
Technology, Inc., retaining its wholly-owned software subsidiary, Tigera
Corporation.  The proceeds from the sale of the computer business assets were
approximately $15,500,000, approximating the net book value of the assets sold
and the liabilities assumed.  Pursuant to the terms of the transaction, the
Company changed its name to Tigera Group, Inc., and retained its cash, tax
attributes and certain assets and liabilities.  On November 4, 1988, the
Company completed the sale of substantially all of the assets of its software
business to Wang Laboratories, Inc. for $1,400,000 in cash and the assumption
of certain liabilities, and a gain of $655,000 was recorded.


                                    - 2 -
<PAGE>   3
                 On March 31, 1989, the Company purchased a minority interest
in Cinexus Capital Corporation ("Cinexus") for approximately $2,522,000.
Simultaneously, Cinexus purchased substantially all of the business and assets
of Panavision (Canada) Corporation ("Panavision"), a Canadian corporation
primarily engaged in the rental of cameras, lenses and other related film and
television industry equipment.  At the same time, the Company, in a separate
investment, loaned Panavision approximately $1,471,000.  Due to substantial
operating losses at Cinexus and Panavision and Panavision's default of certain
covenants under its senior secured term loan agreement, the Company wrote off
the Cinexus investment in 1990 and reserved for the Panavision loan in 1991.
As a result of Panavision's restructuring during December 1992, the Company's
loan was converted into a minority investment in Panavision.  The Company
received net proceeds of approximately $50,000 for its minority investment in
Panavision, which amount was recorded as of December 31, 1994.

                 In April 1991, the Company purchased a pool of trucks which
were leased to third parties and appointed Lend Lease Trucks, Inc. ("Lend
Lease") its marketing and service agent.  Lend Lease was responsible for the
re-marketing of the trucks at the end of the leases and guaranteed the
repayment to the Company of the residual value of the trucks.  In 1994, the
Company sold its remaining ownership interest in the leased trucks to Lend
Lease, simultaneously with Lend Lease's sale of its operating assets and
contracts to Ryder System Inc.  As a result of this transaction, the Company
recognized a loss of approximately $194,000.

                 In 1986, the Company established a wholly-owned subsidiary,
San Carlos Insurance Ltd. ("San Carlos"), engaged in the business of providing
directors' and officers' liability insurance to the Company.  In the event that
a legal action is filed against any officer or director of the Company acting
in the capacity of officer and/or director, San Carlos will cover the claim up
to a limited amount, after the exhaustion of any applicable liability insurance
with an outside insurance company, and the amount covered would result in a
charge to the Company's consolidated operating results at such time.  In
addition, the stockholders and Board of Directors approved agreements
indemnifying the officers and directors acting in that capacity.  Under these
agreements, the Company agreed to advance legal costs in the event a legal
action is filed involving an indemnified officer or director, if he/she acted
in good faith and in a manner reasonably believed to be in or not opposed to
the best interests of the Company.  Restricted cash of $1,000,000 has been set
aside to cover such claims and is not available for use by the Company.  As of
December 31, 1995, the Company had $2,000,000 of primary directors' and
officers' liability insurance coverage with an outside insurance company, for a
total coverage of $3,000,000, subject to certain exclusions.


ITEM 2.          DESCRIPTION OF PROPERTIES

                 As of January 1, 1996, the Company rents office space from,
and makes certain support personnel payments to, Victory and Noel Group, Inc.
("Noel") on a month-to-month basis at a monthly cost of $12,750.  During 1995
and 1994, the Company was located in space rented from an unaffiliated third
party on a month-to-month basis at a monthly cost of $2,500.  See "Certain
Relationships and Related Transactions."


ITEM 3.          LEGAL PROCEEDINGS

                 On December 3, 1991, Civil Action No. 12374, Smith vs.
Gilinski, et al, was filed in the Court of Chancery of the State of Delaware
(the "Court") by a stockholder as a derivative action against eleven former
officers and directors of the Company and the Company as a nominal defendant.
The parties have reached an agreement in principle to settle the litigation.
Pursuant to that agreement, the Company's directors' and officers' outside
insurance carrier will pay to the Company $140,000 (the "Settlement Fund").
The plaintiff will apply to the Court for an award of attorneys' fees and
expenses, to be paid from the Settlement Fund.  Defendants have agreed not to
oppose payment to plaintiff of attorneys' fees and expenses up to $55,000,
which would result in net proceeds to the Company of $85,000.  Since this
litigation was filed, the Company has charged approximately $170,000 to
operations for legal fees and expenses.  The settlement is subject to the
execution of final documents and to Court approval.





                                     - 3 -
<PAGE>   4
ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                 None.


                                    PART II


ITEM 5.          MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
                 STOCKHOLDER MATTERS

         A.      Market Information.

         The Company's shares of Common Stock are currently quoted in the
National Quotation Bureau's Pink Sheets ("NQB") under the trading symbol
"TYGRA".  Prior to September 30, 1995, the Common Stock traded on The Nasdaq
Stock Market ("NASDAQ").  On September 30, 1995, NASDAQ no longer listed the
Common Stock since the Company did not have an operating business.  The
following table sets forth the range of high and low sales prices as reported
by NASDAQ for shares of Common Stock for each quarter during 1994 and for the
first three quarters of 1995.  The high and low bid prices for the quarter
ended December 31, 1995, as reported by the NQB, reflect inter-dealer prices,
without retail mark up, mark down or commission and may not represent actual
transactions.  The public market for Common Stock is limited, and the foregoing
quotations should not be taken as necessarily reflective of prices which might
be obtained in actual market transactions or in transactions involving
substantial numbers of shares.

<TABLE>                              
<CAPTION>                            
                                                  1995                          1994              
                                        ------------------------      -------------------------
                                          High            Low          High              Low  
                                        --------        --------      --------         --------
<S>                                      <C>             <C>           <C>              <C> 
Fiscal quarter ended March 31            $.81            $.47          $.59             $.38
Fiscal quarter ended June 30              .81             .53           .63              .38
Fiscal quarter ended September 30         .75             .56           .66              .47
Fiscal quarter ended December 31         1.28             .50           .56              .50
</TABLE>                             


         B.      Holders.

         On March 8, 1996, as reported by the Company's transfer agent, there
were 21,886,301 shares of Common Stock issued and outstanding which were held
of record by 2,125 persons, including several holders who are nominees for an
undetermined number of beneficial owners.

         C.      Dividends.

         The Company has not paid cash dividends on its Common Stock.

ITEM 6.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
                 PLAN OF OPERATIONS

                 Results of Operations

                 In 1994, the Company sold its remaining ownership interest in
certain leased trucks to Lend Lease, simultaneously with Lend Lease's sale of
its operating assets and contracts to Ryder System Inc.  As a result of this
transaction, the Company recognized a loss of approximately $194,000 and had no
lease revenue, depreciation of revenue-earning vehicles or gross profit during
1995.

                 General and administrative expenses, including expenses
relating to the Company's search for acquisition candidates, day-to-day
operational costs and professional fees, were $853,000 for the year ended
December 31, 1995, and $830,000 for the year ended December 31, 1994.  During
1995, the Company incurred increased legal expenses relating to a lawsuit
concluded during January





                                     - 4 -
<PAGE>   5
1995, regarding the scheduling of the Annual Meeting of Shareholders and
expenses for the holding of such Annual Meeting on April 7, 1995, which were
offset by reduced expenses relating to fees and expenses of the Board of
Directors and a reduction in personnel.

                 Interest income increased to $700,000 for the year ended
December 31, 1995, from $475,000 for the year ended December 31, 1994.  The
increase is attributable to higher average balances of United States Treasury
Bills as a result of the Company's revenue from and sale of revenue-earning
equipment and an increase in interest rates.

                 If the Company is unable to acquire control of an operating
business or businesses, it may be required to register as an investment company
under the Investment Company Act of 1940, as amended ("Act").  The Company is
unable to predict what effect registration under such Act would have, but it
believes that its ability to pursue its current business plan could be
adversely affected as a result.  The most significant difference with respect
to financial statement presentation and disclosure requirements for companies
registered under the Act would require the investments held by the Company to
be adjusted to market value at the balance sheet date.  Given the nature of the
investments held by the Company, the Company believes that the financial
statement reporting and disclosure requirements would not be materially
different from those presented herein.

                 As of December 31, 1995, the Company has net operating loss
carryforwards of approximately $88,000,000, which are available to offset
future taxable income expiring from 1996 through 2010.  The Company also has
available investment and research and development credits of approximately
$2,000,000 expiring in 1996 through 2000.  The ability of the Company to
utilize these carryforwards in future years may be limited, or even eliminated.
Specifically, the Internal Revenue Code of 1986, as amended (the "Code"),
imposes substantial limitations under certain circumstances on the use of net
operating loss carryforwards upon the occurrence of an "ownership change" (as
defined in Section 382 of the Code).  An "ownership change" can result from
issuances of equity securities by the Company, purchases of the Company's
securities by the Company, purchases of the Company's securities in the
secondary market by existing or new stockholders or a combination of the
foregoing.  The Company's desire to issue new equity securities could be
limited in order to prevent such an "ownership change" from occurring.
Alternatively, certain shareholders could occasion an ownership change if they
substantially increased their ownership of the Company's Common Stock.  The
Company has determined that an "ownership change" has not occurred through
December 31, 1995, based on the information available to it.

                 Liquidity and Capital Resources

                 Cash and cash equivalent balances decreased to $176,000 as of
December 31, 1995, compared with $214,000 as of December 31, 1994.  The
decrease is primarily attributable to the payment of general and administrative
expenses in excess of interest income.

                 As of December 31, 1995, the Company's principal source of
funds consisted of $176,000 in cash and cash equivalents, and $10,860,000 of
United States Treasury Bills.  Near-term capital requirements for operating
expenses and payment of liabilities are expected to be financed through cash
flow from interest income and existing cash balances.  The Company may finance
future acquisitions from a number of sources, including but not limited to
existing cash balances, bank debt, the use of promissory notes and the issuance
of additional debt or, to the extent possible, equity securities.


ITEM 7.          FINANCIAL STATEMENTS

                 The Consolidated Financial Statements of the Company appear on
pages F-1 through F-10.





                                     - 5 -
<PAGE>   6
ITEM 8.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                 AND FINANCIAL DISCLOSURE

                 None.
                                    PART III

ITEM 9.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE
                 WITH SECTION 16(a) OF THE EXCHANGE ACT

                 The directors and executive officers of the Company are as
follows:

<TABLE>
<CAPTION>
                                                                                      Director and/or
 Name                           Age           Position(s)                             Executive Officer Since
 ----                           ---           -----------                             -----------------------
 <S>                            <C>           <C>                                     <C>
 Donald T. Pascal               36            President and Chief Executive           November 1995
                                              Officer; Director(1)

 Louis Marx, Jr.                64            Co-Chairman; Director(2)                November 1995

 Deborah A. Farrington          45            Co-Chairman; Director (1)(3)            November 1995

 Albert M. Zlotnick             70            Director                                December 1992; Mr.
                                                                                      Zlotnick served as
                                                                                      Chairman of the Board and
                                                                                      Chief Executive Officer
                                                                                      from December 1992 to
                                                                                      November 1995

 Robert E. Kelly                52            Senior Vice President, Chief            September 1991 (Secretary
                                              Financial Officer and Secretary         since November 1995)

 Charles J. Di Bona II          31            Vice President                          February 1996

 A. Clinton Allen               52            Director(1)                             April 1995

 Ramon D. Ardizzone             58            Director(3)                             November 1995

 Clarke H. Bailey               41            Director(1)                             November 1995

 Herbert M. Friedman            64            Director                                November 1995

 Michael A. Weatherly           63            Director(2)(3)                          November 1995
</TABLE>

(1)      Member of the Executive Committee.
(2)      Member of the Stock Option and Compensation Committee.
(3)      Member of the Audit Committee.

         Directors hold office until the next annual meeting of stockholders of
the Company and until their successors have been elected and qualified or until
their earlier resignation or removal.  Officers serve at the discretion of the
Board of Directors.  No family relationship exists among any of the executive
officers and directors of the Company.

         The following sets forth the principal occupations of each of the
Company's executive officers and directors during the previous five years, as
well as the names of any other public or affiliated companies or registered
investment companies of which they are directors.

                 Donald T. Pascal has been a director and President and Chief
Executive Officer of the Company since November 1995.  Mr. Pascal has also
served as a Managing Director of Noel, a company which conducts its operations
through small and medium-sized operating companies in which Noel holds
controlling or other significant equity interests, since November 1991.
Previously, Mr.  Pascal served as





                                     - 6 -
<PAGE>   7
a director of Noel from October 1989 until November 1991, and as a Vice
President and Secretary of Noel from May 1988 until November 1991, when he
became a Managing Director.  He served as a Vice President of The Prospect
Group, Inc., a company which prior to its adoption in 1990 of a Plan of
Complete Liquidation and Dissolution conducted its major operations through
subsidiaries acquired in leveraged buyout transactions ("Prospect"), from March
1986 until February 1989.  Prior to joining Prospect, Mr. Pascal worked in the
venture capital operations of E. M. Warburg Pincus & Co., Inc. and for
Strategic Planning Associates, a management consulting firm.  Mr. Pascal is
President and a director of TDX Corporation, a holding company with interests
in health services, and a director of Sylvan Inc., a company which produces
mushroom spawn and fresh mushrooms.

                 Louis Marx, Jr. has served as a director and Co-Chairman of
the Board of the Company since November 1995.  Mr. Marx has also served as an
executive officer and a director of Victory since its inception and is
Co-Chairman of the Board and Chairman of Victory's Executive Committee.  Mr.
Marx is a founder of Noel and has served as a director of Noel and its
predecessor since its formation in 1969.  Mr. Marx was President of Noel from
1969 until December 1987, served as Chairman and Chief Executive Officer from
December 1987 until April 1988, and has served as Chairman of the Executive
Committee since April 1988.  As a venture capital investor for more than thirty
years, Mr. Marx, together with his close business associates, have been
founders or substantial investors in such companies as Pan Ocean Oil
Corporation, Donaldson, Lufkin & Jenrette, Bridger Petroleum Corporation Ltd.,
Questor Corporation, Environmental Testing and Certification Corporation,
Garnet Resources Corporation, Prospect and Staffing Resources, Inc., a provider
of diversified staffing services, primarily in the Southwestern, Rocky Mountain
and Southeastern regions of the United States ("Staffing").  Mr. Marx assembled
the group of individuals which comprise Prospect's and Noel's respective
management teams.  Mr. Marx served as a director of Prospect from February
1986, and as Chairman of Prospect's Asset Committee from October 1988 until
January 1990.  Mr. Marx is also Chairman of the Management Committee and a
director of The Forschner Group, Inc., the exclusive United States and Canadian
importer and distributor of Victorinox Original Swiss Army Officers' knives,
professional cutlery, as well as the marketer of Swiss Army Brand watches and
other products ("Forschner Group"), a director and member of the Compensation
Committee of Cyrk, Inc., a distributor of products for promotional programs,
custom-designed shorts, apparel and accessories.  Mr. Marx also serves as a
Trustee of the New York University Medical Center and Middlebury College, and
as Chairman of the Madison Avenue Fund for Children.  He is President and a
director of Victorinox - Swiss Army Knife Foundation, a non-profit corporation
formed by Forschner Group for charitable purposes, including the improvement of
the welfare of underprivileged children.

                 Deborah A. Farrington has served as a director and Co-Chairman
of the Board of the Company since November 1995, having previously served from
1991 to early 1993, as Executive Vice President and a director of the Company,
and is currently President and Chief Executive Officer of Victory.  She also
currently serves as Chairman of the Board of Staffing.  She was a consultant to
Forschner Group from early 1993 to early 1994.  From 1987 to 1991, she was
Managing Director, Corporate Finance, for The Asian Oceanic Group, both in New
York and Hong Kong, where she assisted Asian companies in acquiring U.S. brand
names and distribution.  From 1976 to 1987, Ms. Farrington was with Merrill
Lynch & Co., where she held various management and corporate finance positions,
both domestic and international.

                 Albert M. Zlotnick has served as a director of the Company
since 1992.  He is a private investor and financial consultant.  He is the sole
general partner of Asset Ventures I, a Pennsylvania limited partnership which
owns 42.9% of the common stock of Beverly Hills Bancorp.  Mr. Zlotnick
currently serves as Chairman of the Board of the following public companies:
Beverly Hills Bancorp, P.H.C., Inc., Electronic Data Controls, Inc., Robin
Industries, Inc., Bala Cynwyd Corporation, Convention Centers, Inc., Upward
Technology Corporation and Medtech Diagnostics, Inc., and as a director of
Comprehensive Holdings Corporation, S.A. and Federated Purchasers, Inc.

                 Robert E. Kelly is Senior Vice President and Chief Financial
Officer of the Company and has served in these capacities since September 1991.
Additionally, Mr. Kelly was elected Secretary of the Company in November 1995.
From 1982 to 1986, he was with Sandgate Corporation ("Sandgate"), a former
American Stock Exchange holding company, where he last served as Executive Vice
President, Chief Financial Officer and Director.  He also served as President
of Allstate Vehicles, Inc. ("Allstate"), a





                                     - 7 -
<PAGE>   8
vehicle leasing subsidiary of Sandgate.  In 1986, he purchased Allstate and
Calvan Leasing from Sandgate and sold both prior to joining the Company.  Mr.
Kelly was a director of the Company from December 1991 to August 1994.

                 Charles J. Di Bona II has served as Vice President of the
Company since February 1996.  Mr. Di Bona has served as a Vice President of
Victory since August 1994.  From 1992 to 1994, he attended Harvard Business
School and received an MBA degree in June 1994.  From 1991 to 1992, he worked
as a mortgage securities and derivatives consultant.  From 1990 to 1991, he was
a Vice President in the Mortgage-Backed Securities Department of Dean Witter
Reynolds.  From 1986 to 1990, Mr. Di Bona held several positions in finance and
trading at Drexel Burnham Lambert, leaving as Vice President.

                 A. Clinton Allen has served as a director of the Company since
April 1995 and as Chairman of the Executive Committee of the Company since
November 1995.  Mr. Allen is currently Chairman and Chief Executive Officer of
A. C. Allen and Company, a Massachusetts based consulting firm.  He also serves
as Vice Chairman of the Board and as a director of The DeWolfe Companies, a
real estate company and of Psychemedics Corporation, a company that provides
testing services for the detection of substance abuse through an analysis of
hair samples, and is a director of Forschner Group, Victory and Sweetwater,
Inc., a manufacturer of portable water filtration systems.

                 Ramon D. Ardizzone has served as a director of the Company
since November 1995, and is currently President and Chief Executive Officer and
a director of Glenayre Technologies, Inc. ("Glenayre"), a paging and messaging
infra-structure technology company.  From 1989 until June 1995, Mr. Ardizzone
was associated with Glenayre in various capacities.  Mr. Ardizzone is also a
director of UAC Holdings Corp., a data storage and retrieval technology
company.

                 Clarke H. Bailey has served as a director of the Company since
November 1995.  Since February 1995, Mr. Bailey served as Chairman of the Board
and Chief Executive Officer of United Acquisition Company, an acquisition
company, and Chairman of the Board and Chief Executive Officer of United Gas
Holding Corporation, an acquisition company.  He is also currently Chairman of
the Board and a director of Arcus, Inc., the leading national provider of
secure off-site computer data storage, transportation and related disaster
recovery services, and a director and Co-Chairman of the Board of Victory.  He
served as Chief Executive Officer and a director of Glenayre (formerly N-W
Group, Inc.) from December 1990 until March 1994 and as its Vice Chairman of
the Board since November 1992.  In March 1994, Mr. Bailey was named Chairman of
the Executive Committee of the Board of Glenayre, and he relinquished the title
of Chief Executive Officer.  Prior to joining Glenayre, he was at Oppenheimer &
Co., Inc. from 1984 to 1990, where he served in a variety of capacities, most
recently as Managing Director and Head of the Principal Investments Department.

                 Herbert M. Friedman, Esq. has served as a director of the
Company since November 1995.  He has been a member of the law firm of Zimet,
Haines, Friedman & Kaplan since 1967.  Zimet, Haines, Friedman & Kaplan acts as
counsel to the Company.  Mr.  Friedman is also a director of Noel, Forschner
Group, Victory and Prospect.

                 Michael A. Weatherly has served as a director of the Company
since November 1995.  He is also Director of Trade Relations of Forschner
Group.  He has served as President of WinCom Inc., a venture capital firm,
since 1987, and from 1974 to 1987, he was President and Chief Executive Officer
of Forschner Group.  From 1968 to 1974, Mr. Weatherly was President and Chief
Executive Officer of Viking Oil Resources, a world-wide natural resource
company, and from 1960 to 1969, he was President of Argyle Publishing Inc., of
which he was a founder.  Argyle Publishing was sold to Metromedia in 1968.


MEETINGS AND COMMITTEES OF THE BOARD

         The Board of Directors currently has standing Executive, Audit and
Stock Option and Compensation Committees.  There is no formal Nominating
Committee; the Board of Directors performs this function.  None of the
directors who serve on any of such Committees is an employee or officer of





                                     - 8 -
<PAGE>   9
the Company except that Deborah A. Farrington, who serves on the Executive and
Audit Committees, is Co-Chairman of the Board, Louis Marx, Jr., who serves on
the Stock Option and Compensation Committee, is Co-Chairman of the Board and
Donald T. Pascal, who serves on the Executive Committee, is President and Chief
Executive Officer.

         The Executive Committee was established in November 1995 and currently
consists of A. Clinton Allen, its Chairman, Clarke H. Bailey, Deborah A.
Farrington and Donald T. Pascal.  The Executive Committee has all the powers of
the Board of Directors in the management of the business and affairs of the
Company, including, without limitation, the power and authority to declare a
dividend, authorize the issuance of stock and adopt a certificate of ownership
and merger pursuant to Section 253 of the Delaware General Corporation Law.
The Executive Committee did not meet during the fiscal year ended December 31,
1995.

         The Audit Committee currently consists of Ramon D. Ardizzone, its
Chairman, Michael A. Weatherly and Deborah A. Farrington.  Prior to November 8,
1995 the Audit Committee consisted of Irving I. Lassoff, Albert M. Zlotnick and
Robert E. Kelly which committee as then constituted met once during the fiscal
year ended December 31, 1995.  The Audit Committee recommends to the Board of
Directors the appointment of independent public accountants, meets periodically
with the accountants of the Company and certain officers of the Company to
ensure the adequacy of internal controls and reporting, reviews the Company's
consolidated financial statements, the scope of the audit of the Company's
annual financial statements and auditing fees and such statements and audited
reports related thereto and performs such other duties relating to the
financial statements and other matters of the Company as the Board of Directors
may assign from time to time.

         The Stock Option and Compensation Committee was established in
November 1995 to replace the Compensation Committee and currently consists of
Louis Marx, Jr., its Chairman and Michael A. Weatherly.  Prior to November 8,
1995, the Compensation Committee consisted of Michael S. Berlin, Irving I.
Lassoff and James A. Martin, III.  The Stock Option and Compensation Committee
has all of the powers of the Board of Directors to grant options and to
exercise all powers under and pursuant to the Company's 1991 Stock Incentive
Plans and to take all action in respect of the approval of the compensation and
bonuses paid by the Company.  During the fiscal year ended December 31, 1995,
the Stock Option and Compensation Committee met twice.  The Compensation
Committee met once.

         During the fiscal year December, 1995, the Board of Directors held
four meetings.  All of the directors attended at least 75% of the total number
of meetings they were eligible to attend, during the fiscal year ended December
31, 1995, by (i) the Board and (ii) the Board Committees of which they were
members.


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC and to furnish the Company with
copies of such reports.

         Based solely on its review of the copies of such forms furnished to
the Company by such reporting persons during the fiscal year ended December 31,
1995, or written representations from such reporting persons that no Forms 5
were required for those persons with respect to such period, the Company
believes that during the fiscal year ended December 31, 1995 all filing
requirements applicable to its officers, directors, and greater than
ten-percent beneficial owners were complied with, except that the Forms 3 for
each of Ramon D. Ardizzone, Clarke A. Bailey, Louis Marx, Jr. and Donald T.
Pascal were filed five days late and the Form 3 for Victory was filed twelve
days late.





                                     - 9 -
<PAGE>   10
ITEM 10.         EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

         The following table sets forth certain information regarding
compensation awarded or paid to, or earned by, during each of the last three
fiscal years, the persons who served as the Chief Executive Officer during the
fiscal year ended December 31, 1995, and the Company's executive officers
(other than the Chief Executive Officers) who were serving as executive
officers at December 31, 1995 and whose total salary and bonus during the
fiscal year ended December 31, 1995 exceeded $100,000 (the "Named Executive
Officers").

<TABLE>
<CAPTION>
                                                                                                                             
                                                                                        LONG-TERM                            
                                                                                      COMPENSATION:                          
                                                                       ANNUAL        ----------------                        
                                                                   COMPENSATION:     # OF SECURITIES                         
                                                                  ---------------       UNDERLYING                ALL OTHER  
NAME AND PRINCIPAL POSITION                          YEAR              SALARY         OPTIONS/SAR'S             COMPENSATION
---------------------------                                      ------------------   -------------             ------------
<S>                                                  <C>             <C>                 <C>                         <C>
Donald T. Pascal  (1)                                1995            $   - 0 -           800,000(2)                  - 0 -
President and                                        1994                - 0 -             - 0 -                     - 0 -
Chief Executive Officer                              1993                - 0 -             - 0 -                     - 0 -
                                                                                                                
Albert M. Zlotnick (3)                               1995            $  235,000           275,000(4)                 - 0 -
Chairman of the Board,                               1994               240,000            - 0 -                     - 0 -
President and                                        1993               220,000            - 0 -                     - 0 -
Chief Executive Officer                                                                                         
                                                                                                                
Robert E. Kelly (5)                                  1995            $  132,000           180,000(6)                 - 0 -
Senior Vice President,                               1994               118,667            - 0 -                     - 0 -
Chief Financial Officer and                          1993               132,000            - 0 -                     - 0 -
Secretary                                                                                                       
--------------------
</TABLE>

(1)      Donald T. Pascal was elected President and Chief Executive
         Officer on November 15, 1995.  As of January 1, 1996, the
         Company is paying $125,000 per year for his services.
(2)      Represents options and warrants issued on November 15, 1995 at
         an exercise price of $0.885 per share.  One-third of the
         options and warrants are currently exercisable and one-third
         of the options and warrants will be exercisable on each of the
         first two anniversaries of the date of grant.
(3)      Prior to December 1995, Albert M. Zlotnick was being paid
         $20,000 per month.  Mr. Zlotnick resigned as an officer of the
         Company on November 8, 1995.  The Company has retained Mr.
         Zlotnick as a consultant for a period of two years from
         December 1, 1995, at a rate of $15,000 per month.
(4)      Consists of (i) a warrant to purchase 25,000 granted on
         November 15, 1995 at an exercise price of $0.885 per share,
         (ii) options to purchase 190,000 shares granted under the
         Company's 1991 Stock Incentive Plan (the "Plan") on January
         20, 1995 at an exercise price of $0.516 (which options were
         exercised in January 1996) and (iii) options to purchase
         60,000 shares granted under the Plan on January 20, 1995 at an
         exercise price of $.469 (which options were exercised in
         January 1996).
(5)      Prior to January 1, 1996, Mr. Kelly was paid $132,000 per
         year.  As of January 1, 1996, the Company is paying $100,000
         per year for his services.
(6)      Consists of options to purchase 150,000 shares issued pursuant
         to the Plan on January 20, 1995 at an exercise price of $0.469
         (which options were exercised in January 1996) and options to
         purchase 30,000 shares granted in November 1995 at an exercise
         price of $0.885, one-third of which are currently exercisable.
         




                                     - 10 -
<PAGE>   11
OPTION/SAR GRANTS IN LAST FISCAL YEAR

         The following table sets forth information regarding individual grants
of stock options and/or warrants made during the fiscal year ended December 31,
1995 to each of the Named Executive Officers:

<TABLE>
<CAPTION>
                                                           INDIVIDUAL GRANTS            
                                              ------------------------------------------

                                 NUMBER OF             % OF TOTAL
                                SECURITIES            OPTIONS/SARS
                                UNDERLYING             GRANTED TO          EXERCISE OR
                              OPTIONS/SARS            EMPLOYEES IN          BASE PRICE            EXPIRATION
 NAME                           GRANTED             FISCAL YEAR(1)            ($/SH)                 DATE   
 ----                        -------------          ---------------        ------------           ----------
 <S>                               <C>                      <C>               <C>                   <C>
 Donald T. Pascal  . . .           800,000(2)               26.2%             $0.885                11/14/05

 Albert M. Zlotnick  . .           190,000(3)                6.2%             $0.516                 1/19/00
                                    60,000(3)                2.0%             $0.469                 1/19/05
                                    25,000(4)                0.8%             $0.885                11/14/05

 Robert E. Kelly . . . .           150,000(5)                4.9%             $0.469                 1/19/05
                                    30,000(6)                1.0%             $0.885                11/14/05
</TABLE>

-----------------
(1)      Percentage includes options granted to non-employee directors and
         consultants.  If options granted to non-employee directors and
         consultants are not included, the percentages are 48.3% for Mr.
         Pascal, 11.5%, 3.6% and 1.5% for Mr. Zlotnick and 9.1% and 1.8% for
         Mr. Kelly.
(2)      Consists of (i) options to purchase 460,000 shares and (ii) warrants
         to purchase 340,000 shares, issued on November 15, 1995 at an exercise
         price of $0.885 per share.  One-third of the options and warrants are
         currently exercisable and one- third of the options and warrants will
         be exercisable on each of the first two anniversaries of the date of
         grant.
(3)      Consists of options issued pursuant to the Plan on January 20, 1995 at
         an exercise price of $0.516 with respect to 190,000 options and $0.469
         with respect to 60,000 options.  These options were exercised in
         January 1996.
(4)      Consists of warrants issued on November 15, 1995 at an exercise price
         of $0.885 per share.
(5)      Consists of options issued pursuant to the Plan on January 20, 1995 at
         an exercise price of $0.469.  These options were exercised in January
         1996.
(6)      Consists of options issued pursuant to the Plan at an exercise price
         of $0.885 per share, one-third of which are exercisable and one-third
         of which will be exercisable on each of the first two anniversaries of
         the date of grant.





                                     - 11 -
<PAGE>   12
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION/SAR VALUE

         The following table provides information related to options exercised
by the Named Executive Officers during the fiscal year ended December 31, 1995
and the number and value of unexercised stock options held by each of the named
Executive Officers at that date.  The Company does not have any outstanding
stock appreciation rights:

<TABLE>
<CAPTION>
                                                                                   
                                                                                   
                                                           NUMBER OF SECURITIES                                   
                                                          UNDERLYING UNEXERCISED      VALUE OF UNEXERCISED IN-THE 
                           SHARES                         OPTIONS/SARS AT FISCAL      MONEY OPTIONS/SARS          
                           ACQUIRED         VALUE                YEAR-END             AT FISCAL YEAR-END($)       
 NAME                      ON EXERCISE      REALIZED      EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE(1)   
 ----                      -------------    --------      -------------------------   ----------------------------
 <S>                             <C>           <C>            <C>                           <C>
 Donald T. Pascal  . . .         --            --             266,667/533,333               $54,667/$109,333

 Albert M. Zlotnick(2) .         --            --               275,000/--                     $151,445/--

 Robert E. Kelly(3)  . .         --            --             310,000/20,000                 $202,450/$4,100
</TABLE>

------------------
(1)      Based on a closing price of $1.09 per share.

(2)      Mr. Zlotnick exercised options to purchase 250,000 shares in January
         1996, 190,000 of which had an exercise price of $0.516 and 60,000 of
         which had an exercise price of $0.469.

(3)      Mr. Kelly exercised options to purchase 300,000 shares in January
         1996, 150,000 of which had an exercise price of $0.375 and 150,000 of
         which had an exercise price of $0.469.

COMPENSATION OF DIRECTORS

         Effective November 15, 1995, a director who is not an employee of the
Company and who holds the position of director at the opening of business on
December 1, 1995 and on each successive December 1, is paid an annual retainer
of $5,000 for serving as a director of the Company.  Directors of the Company
are also reimbursed for their out-of-pocket expenses incurred in attending
meetings of the Board and of the Committees to which they are elected.

         The Company has retained Albert M. Zlotnick, its former Chairman and
Chief Executive Officer, as a consultant for a period of two years from
December 1, 1995, at a rate of $15,000 per month.  Mr. Zlotnick is to endeavor
to find acquisition opportunities for the Company.  Should the Company
consummate an acquisition within 18 months of an opportunity identified by Mr.
Zlotnick, he will be due a commission upon closing of such acquisition, of 1
1/2% of the purchase price.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS

         The Company has retained Donald T. Pascal as an Executive Officer for
a period of three years from November 15, 1995.  As compensation for his
services, Mr. Pascal was granted options and warrants to purchase 800,000
shares of Common Stock at a price of $.885 per share, and, effective January 1,
1996, the Company pays $125,000 per year for his services.

         The Company has retained Deborah A. Farrington as an Executive Officer
for a period of three years from November 15, 1995.  As compensation for her
services, Ms. Farrington was granted options and warrants to purchase 400,000
shares of Common Stock at a price of $.885 per share and, effective January 1,
1996, the Company pays $25,000 per year for her services.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         On November 15, 1995, the Board of Directors formed a Stock Option and
Compensation Committee, the current members of which are Louis Marx, Jr. and
Michael A. Weatherly.  Prior to November 8, 1995, the Compensation Committee
consisted of Michael S. Berlin, Irving I. Lassoff and James A. Martin, III.
Except for





                                     - 12 -
<PAGE>   13
Mr. Marx, none of the members of the Stock Option and Compensation Committee
during the last fiscal year were officers or employees of the Company.  During
the year ended December 31, 1995, no executive officer of the Company served as
a director or a member of the Compensation Committee (or other board committee
performing equivalent functions) of another entity one of whose executive
officers served on the Stock Option and Compensation Committee, the
Compensation Committee or the Board of Directors of the Company.


ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         (a)     Security Ownership of Certain Beneficial Owners.

         The following table sets forth, as of March 8, 1996, information
regarding the holdings of all persons known to own beneficially more than 5% of
the Common Stock.  Also set forth are the shares of Common Stock beneficially
owned as of that date by each executive officer and director and all officers
and directors as a group.  Unless otherwise indicated, such ownership is
believed to be direct, with sole voting and investment powers.


<TABLE>                                                                 
<CAPTION>                                                               
                                           SHARES BENEFICIALLY          PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER                OWNED               CLASS  (1)   
------------------------------------       ---------------------        -----------
<S>                                              <C>                     <C>
Victory Capital LLC                              7,860,028 (2)            36%
645 Madison Avenue                                                  
New York, NY  10022                                                 
</TABLE>                                                            

-------------------                                                 

(1)      Based on 21,886,301 shares of Common Stock outstanding, not including
         826,405 shares held as Treasury Stock.
(2)      Based on Amendment No. 14 to Schedule 13D, filed January 31, 1996, by
         Forschner Enterprises, Inc., (which has since merged with and into
         Victory Capital LLC) and its affiliates.

         (b)     Security Ownership of Directors and Officers

         The following table sets forth the beneficial ownership of the
Company's Common Stock as of March 8, 1996, by each director and officer and
all directors and officers as a group.  All shares are subject to the named
person's sole voting and investment power, except where otherwise indicated.

<TABLE>
<CAPTION>                                                   
                                                                  APPROX. PERCENT
                                    SHARES BENEFICIALLY             BENEFICIALLY
 NAME                                     OWNED                      OWNED (1)      
 ----                               -------------------           ---------------
 <S>                                        <C>                        <C>
 A. Clinton Allen                             158,334(2)                 *
 Ramon D. Ardizzone                            25,000(3)                 *
 Clarke H. Bailey                             133,334(4)                 *
 Charles J. Di Bona II                        133,334(5)                 *
 Deborah A. Farrington                        448,334(6)                2.0%
 Herbert M. Friedman                           25,000(3)                 *
 Robert E. Kelly                              590,100(7)                2.6%
 Louis Marx, Jr.                                  -0-(8)    
 Donald T. Pascal                             266,667(9)                1.2%
 Michael Weatherly                                -0-                    *
 Albert M. Zlotnick                           878,000(10)               3.9%
                                                            
 All directors and officers                                            10.8%
 as a group (11 persons)                    2,658,103(8)    
</TABLE>                        

-----------------------------                               
 *       Less than 1% of the Class.





                                     - 13 -
<PAGE>   14
(1)      Based on 21,886,301 shares of Common Stock outstanding, not including
         826,405 shares held as Treasury Stock.
(2)      Consists of 133,334 shares issuable upon exercise of warrants granted
         by the Company which are currently exercisable and 25,000 shares
         issuable upon exercise of options granted by the Company which become
         exercisable on April 7, 1996.  Does not include an additional 266,666
         shares issuable upon exercise of warrants granted by the Company which
         are not currently exercisable.
(3)      Consists of shares issuable upon exercise of a warrant granted by the
         Company which is currently exercisable.
(4)      Consists of 133,334 shares issuable upon exercise of warrants granted
         by the Company which are currently exercisable.  Does not include an
         additional 266,666 shares issuable upon exercise of warrants granted
         by the Company which are not currently exercisable.
(5)      Consists of 50,000 shares held directly and 83,333 shares issuable
         upon exercise of warrants which are currently exercisable.  Does not
         include an additional 166,667 shares issuable upon exercise of
         warrants granted by the Company which are not currently exercisable.
(6)      Consists of 315,000 shares held directly, 118,334 shares issuable
         pursuant to options which are currently exercisable and 15,000 shares
         issuable pursuant to a warrant which is currently exercisable.  Does
         not include an additional 236,666 shares issuable upon exercise of
         options which are not currently exercisable and 30,000 shares issuable
         upon exercise of warrants which are not currently exercisable.
(7)      Consists of 580,100 shares held directly and 10,000 shares issuable
         upon exercise of options which are currently exercisable.  Does not
         include an additional 20,000 shares issuable upon exercise of options
         which are not currently exercisable.
(8)      Does not include 6,996,178 shares of Common Stock held directly by
         Victory and 863,850 held directly by Brae Group, Inc.  Mr. Marx may be
         deemed to be the indirect beneficial owner, within the meaning of Rule
         13d-3 promulgated under the Exchange Act, of such shares.  Mr. Marx
         disclaims beneficial ownership thereof.
(9)      Consists of 153,334 shares issuable upon exercise of options which are
         currently exercisable and 113,333 shares issuable upon exercise of
         warrants which are currently exercisable.  Does not include an
         additional 306,666 and 226,667 shares issuable upon exercise of
         options and warrants, respectively, which are not currently
         exercisable.
(10)     Consists of 853,000 shares held directly and 25,000 shares issuable
         upon exercise of warrants which are currently exercisable.



ITEM 12.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                 On November 8, 1995, Beverly Hills Bancorp sold to Victory its
holdings of the Company owned directly and indirectly (4,740,000 shares) for
$.90 per share.  Victory also purchased, or agreed to purchase certain shares
of the Company owned by Albert M. Zlotnick (1,731,000 shares) and Michael S.
Berlin (248,250 shares) at $.90 per share.  As a result of this and other
transactions, Victory and affiliates hold approximately 36% of the outstanding
common stock of the Company.  Subsequent to this transaction, all of the prior
directors of the Company resigned (except for Albert M. Zlotnick and A. Clinton
Allen) and were replaced by directors recommended by Victory.

                 As of January 1, 1996, the Company rents office space from,
and makes certain support personnel payments to, Victory and Noel on a
month-to-month basis at a monthly cost of $12,750.  During 1995 and 1994, the
Company was located in space rented from an unaffiliated third party on a
month-to-month basis at a monthly cost of $2,500.

         Reference is also made to the section entitled "Compensation of
Directors".





                                     - 14 -
<PAGE>   15
                                    PART IV

ITEM 13.         EXHIBITS AND REPORTS ON FORM 8-K


                 (a)      Exhibits:
                          See List of Exhibits pages E-1 to E-3.

                 (b)      Reports on Form 8-K:
                          Form 8-K, relating to Item 1, "Change in Control of
                          Registrant," was filed on November 22, 1995, and is
                          incorporated herein by reference.





                                     - 15 -
<PAGE>   16
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




To the Board of Directors and Stockholders of
   Tigera Group, Inc.



We have audited the accompanying consolidated balance sheet of Tigera Group,
Inc. and Subsidiary as of December 31, 1995, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
two years in the period then ended.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Tigera Group, Inc.
and Subsidiary at December 31, 1995, and the results of their operations and
their cash flows for each of the two years in the period then ended in
conformity with generally accepted accounting principles.





                                                                BDO Seidman, LLP





New York, New York
February 15, 1996, except for Note 9,
   which is as of March 7, 1996.





                                      F-1
<PAGE>   17
                       TIGERA GROUP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET


                               DECEMBER 31, 1995



<TABLE>
<S>                                                                                    <C>
                           ASSETS

Cash and Cash Equivalents                                                                $    176,000

United States Treasury Bills                                                               10,860,000

Other Assets, including restricted cash of $1,000,000                                       1,123,000 
                                                                                         ------------


    Total Assets                                                                         $ 12,159,000
                                                                                         ============




               LIABILITIES AND
            STOCKHOLDERS' EQUITY

Accounts Payable and Accrued Liabilities                                                 $    104,000
                                                                                         ------------

Total Liabilities                                                                             104,000
                                                                                         ------------

Commitments & Contingencies

Stockholders' Equity:
    Preferred Stock - par value $.01 per share;
         authorized 10,000,000 shares, none issued
    Series B Common Stock - par value $.01 per share;
         authorized 750,000 shares, none issued
    Common Stock - par value $.01 per share;
         authorized 40,000,000 shares, outstanding
         21,286,301 shares, net of 826,405 shares
         held in treasury                                                                     213,000

    Additional Paid-in Capital                                                            108,742,000

    Accumulated Deficit                                                                   (96,900,000)
                                                                                         ------------

Total Stockholders' Equity                                                                 12,055,000
                                                                                         ------------

    Total Liabilities and Stockholders' Equity                                           $ 12,159,000 
                                                                                         ============
</TABLE>





          See Accompanying Notes to Consolidated Financial Statements.





                                      F-2
<PAGE>   18
                       TIGERA GROUP, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994




<TABLE>
<CAPTION>
                                                                             1995                1994
                                                                         ------------       ------------
<S>                                                                      <C>                 <C>
Lease Revenue                                                            $     ---           $  190,000
Depreciation of Revenue-Earning Vehicles                                       ---             (123,000)
                                                                         ------------       ------------
Gross Profit                                                                   ---               67,000

Operating Expenses:
    General and Administrative                                              (853,000)          (830,000)
    Loss on Disposition of Revenue-Earning Vehicles                              ---           (194,000)
                                                                         ------------       ------------
Operating Loss                                                              (853,000)          (957,000)


Other Income:
    Interest Income                                                          700,000            475,000
    Proceeds from Sale of Minority Interest in Panavision                        ---             50,000
                                                                         ------------       ------------
Net Loss                                                                 $  (153,000)        $ (432,000)
                                                                         ============       ============


Net Loss Per Share                                                        $   (.01)          $   (.02)   
                                                                          ===========       ============




Weighted Average Number of Common
    Shares Outstanding                                                     21,286,301         21,286,301
                                                                           ==========         ==========
</TABLE>





          See Accompanying Notes to Consolidated Financial Statements.





                                      F-3
<PAGE>   19
                       TIGERA GROUP, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994





<TABLE>
<CAPTION>
                                      Common Stock            Additional                           Total
                                -----------------------        Paid-In         Accumulated      Stockholders'
                                  Shares         Amount        Capital           Deficit           Equity
                                ----------     --------      ------------     -------------      -----------
<S>                             <C>            <C>           <C>              <C>               <C>
December 31, 1993               21,286,301     $213,000      $108,742,000     $(96,315,000)     $12,640,000

  Net Loss for the Year           ------        ------          ------            (432,000)        (432,000)
                                ----------     --------      ------------     -------------      -----------



December 31, 1994               21,286,301      213,000       108,742,000      (96,747,000)      12,208,000

  Net Loss for the Year           ------        ------          ------            (153,000)        (153,000)
                                ----------     --------      ------------     -------------      -----------


December, 31, 1995              21,286,301     $213,000      $108,742,000     $(96,900,000)      $12,055,000
                                ==========     ========      ============     =============      ===========
</TABLE>





          See Accompanying Notes to Consolidated Financial Statements.





                                      F-4
<PAGE>   20
                       TIGERA GROUP, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994




<TABLE>
<CAPTION>
                                                                           1995                1994
                                                                       -------------      -------------
<S>                                                                   <C>                 <C>
Cash Flows from Operating Activities:
    Net Loss                                                           $    (153,000)     $    (432,000)
    Adjustments to Reconcile Net Loss to Net
    Cash Used in Operating Activities:
         Depreciation of Revenue-Earning Vehicles                              ---              123,000
         Loss on Disposition of Revenue-Earning Vehicles                       ---              194,000
    Change in Assets and Liabilities:
         Decrease/(Increase) in Other Assets                                   8,000            (37,000)
         (Decrease)/Increase in Accounts Payable and
            Accrued Liabilities                                              (47,000)            27,000
                                                                       -------------      -------------

    Net Cash Used in Operating Activities                                   (192,000)          (125,000)
                                                                       -------------      -------------


Cash Flows from Investing Activities:
    Purchases of United States Treasury Bills                            (16,021,000)       (15,665,000)
    Sales of United States Treasury Bills                                 16,175,000         14,223,000
    Proceeds from Sales of Revenue-Earning Vehicles                         ---               1,600,000
                                                                       -------------      -------------

    Net Cash Provided by Investing Activities                                154,000            158,000
                                                                       -------------      -------------


Net (Decrease)/Increase in Cash and
    Cash Equivalents                                                         (38,000)            33,000

Cash and Cash Equivalents at
    Beginning of Year                                                        214,000            181,000
                                                                       -------------      -------------


Cash and Cash Equivalents at
    End of Year                                                        $     176,000      $     214,000
                                                                       =============      =============
</TABLE>





          See Accompanying Notes to Consolidated Financial Statements.





                                      F-5
<PAGE>   21
                       TIGERA GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1995



Note 1 -         Summary of Significant Accounting Policies:

                 Business Activity:

                 The principal activity of Tigera Group, Inc. ("Tigera")
consists of seeking and evaluating candidates for acquisition.

                 Principles of Consolidation:

                 The consolidated financial statements include the accounts of
Tigera and its wholly-owned subsidiary, San Carlos Insurance Ltd.
(collectively, the "Company"), after the elimination of all intercompany
accounts and transactions.

                 Reclassification:

                 Certain prior year amounts have been reclassified to conform
to the current year presentation.

                 Cash and Cash Equivalents:

                 For purposes of the consolidated financial statements, the
Company considers all bank time deposits, commercial paper and certificates of
deposit with an original maturity of three months or less to be cash
equivalents.

                 United States Treasury Bills:

                 The Company adopted the provisions of Statement of Financial
Accounting Standards No. 115 ("SFAS 115"), "Accounting for Certain Investments
in Debt and Equity Securities".  Under SFAS 115, the Company has classified its
United States Treasury Bills as available-for-sale.  Available-for-sale
securities are stated at market and unrealized holding gains and losses, net of
the related tax effect, are excluded from earnings and reported as a separate
component of stockholders' equity until realized.  A decline in the market
value of the security below amortized cost that is deemed other than temporary
is charged to earnings, resulting in the establishment of a new cost basis for
the security.

                 Since the market value of the United States Treasury Bills
approximated amortized cost, the adoption of SFAS 115 did not have a material
effect on the Company's consolidated financial statements.

                 Net Loss per Share:

                 Net loss per share is based on the weighted average number of
common shares outstanding during each period.  Common share equivalents (Common
Stock options and warrants) have not been included in the calculation because
the effect would decrease the loss per share.

                 Income Taxes:

                 Effective January 1, 1993, the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes."  This
statement provides that deferred income taxes are recognized for the tax
consequences of temporary differences between the financial reporting basis and
the tax basis of the Company's assets and liabilities.  The effect of this
adoption was not material.





                                      F-6
<PAGE>   22
                 Effect of New Accounting Principles:

                 The Company does not presently intend to adopt the fair value
method of accounting for stock options as permitted by Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation".

Note 2 -         Disposition of Revenue-Earning Vehicles:

                 In 1994, the Company sold its remaining ownership interest in
certain leased trucks to Lend Lease Trucks, Inc.  ("Lend Lease"),
simultaneously with Lend Lease's sale of its operating assets and contracts to
Ryder System Inc.  As a result of this transaction, the Company recognized a
loss of approximately $194,000.

Note 3 -         Sale of Minority Interest in Panavision:

                 On March 31, 1989, the Company loaned Panavision (Canada)
Corporation ("Panavision"), a Canadian corporation primarily engaged in the
rental of cameras, lenses and other related film and television industry
equipment, approximately $1,471,000.  Due to substantial operating losses and
Panavision's default of certain covenants under its senior secured term loan
agreement, the Company reserved for the Panavision loan in 1991.  As a result
of Panavision's restructuring during December 1992, the Company's loan was
converted into a minority investment in Panavision.  The Company received net
proceeds of approximately $50,000 for its minority investment in Panavision,
which amount was recorded as of December 31, 1994.

Note 4 -         Stockholders' Equity:

                 1991 Stock Incentive Plan:

                 During 1991, the Company's Board of Directors adopted and the
Company's stockholders approved the 1991 Stock Incentive Plan (the "Plan").
The total number of shares of Common Stock which may be issued pursuant to the
Plan shall not exceed 2,100,000 shares, subject to adjustment in the event of a
stock split or similar action.  Pursuant to the Plan, incentive stock options,
non-qualified stock options, restricted stock and performance shares may be
granted to such officers, directors, and employees of the Company, and to such
consultants to the Company and such other persons or entities, as the Stock
Option Committee of the Board of Directors (the "Committee") shall select.  All
incentive stock options (ISO's"), which may be granted only to employees and
which provide certain tax advantages to the optionee, have an exercise price of
at least 100 percent of the fair market value of a share of Common Stock on the
date the option is granted.  No ISO's will be exercisable more than ten years
after the date of grant.  ISO's granted to ten percent stockholders have an
exercise price of at least 110 percent of fair market value and may not be
exercisable after the expiration of five years from grant.  The exercise price
and the term of non-qualified stock options ("NQSO's") are determined by the
Committee at the time of grant.

                 The Plan also provides for grants of Formula Options ("FO's"),
which are options for 25,000 shares of Common Stock with an option exercise
price equal to the fair market value of a share of Common Stock on the date of
grant, to non-employee directors.  The options are exercisable in full on the
first anniversary of the date of grant.





                                      F-7
<PAGE>   23
                 The following table summarizes the activity in the Plan for
the two years ended December 31, 1995:

<TABLE>
<CAPTION>
                                                                         Number of Shares
                                                            ------------------------------------------      Options Price
                                                               ISO's           NQSO's        FO's             Per Share  
                                                               -----           ------        ----           -------------
<S>                                                            <C>            <C>            <C>            <C>  
Outstanding at January 1, 1994
    and December 31, 1994                                        150,000         -----        100,000       $.375  -  $.625

Granted during 1995                                            1,047,964        302,036       150,000       $.469  -  $.885

Canceled during 1995                                              -----          -----       (125,000)      $.719
                                                                                                                  
                                                               ---------        -------       -------

Outstanding at December 31, 1995                               1,197,964        302,036       125,000       $.375  -  $.885
                                                               =========        =======       =======                      
</TABLE>



                 At December 31, 1995, ISO's to purchase 725,988 shares at
prices ranging from $.375 to $.885, NQSO's to purchase 140,679 shares at prices
ranging from $.469 to $.885 and FO's to purchase 100,000 shares at $.625 were
exercisable and 275,000 shares remain available for future grants.

                 1980 Stock Option Plan:

                 The Company's 1980 Stock Option Plan, as amended, which
terminated pursuant to its terms on August 3, 1991, provided for the grant of
incentive stock options and allowed for an automatic grant of a nonsuitability
option to purchase 25,000 shares of Common Stock to each non-employee member of
the Board of Directors at the Annual Meeting of Stockholders.  The option
prices were equal to the fair market value of the Common Stock on the grant
date and the options were immediately exercisable.  During 1994, no options
were exercised and options to purchase 110,000 shares at prices ranging from
$.66 to $2.44 (average option price of $1.65) were canceled.  No options were
outstanding at December 31, 1994.

                 Series B Common Stock:

                 The Company has authorized 750,000 shares of Series B Common
Stock ($.01 par value).  No shares have been issued to date.  The dividend,
voting and liquidation rights of the Series B Common Stock are to be less in
amount than those of the Common Stock into which the Series B Common Stock is
potentially convertible.

                 Preferred Stock:

                 The Company has authorized 10,000,000 shares of preferred
stock ($.01 par value).  No shares have been issued to date.

                 Common Stock Warrants:

                 The Company has issued warrants on April 1, 1991, to purchase
up to 100,000 shares of Common Stock at an exercise price of $1.00 per share to
each of Joseph M. Girard and James S. Campbell (former members of the Board of
Directors).  The warrants were issued to Messrs. Girard and Campbell as part of
their compensation as members of the Independent Committee of the Board of
Directors for a proposed transaction with Lend Lease.  The exercise price
exceeded the fair market value of the stock at the date of grant.  Accordingly,
no charge to operations was required.  No warrants have been exercised as of
December 31, 1995, and the warrants are exercisable until April 30, 1997.





                                      F-8
<PAGE>   24
                 On November 15, 1995, the Company issued warrants to purchase
1,555,000 shares of Common Stock at an exercise price of $.885 per share (fair
market value on date of grant) to certain directors, officers and consultants
to the Company.  The warrants were issued for the individuals' service on the
Board of Directors and/or their service to the Company.  The warrants, other
than those to purchase 75,000 shares of Common Stock which were immediately
exercisable, become exercisable in equal yearly increments from the date of
grant to November 15, 1997, and expire on November 15, 2005.  As of December
31, 1995, warrants to purchase 568,333 shares were exercisable and no warrants
had been exercised.

                 On December 26, 1995, the Company issued warrants to purchase
25,000 shares of Common Stock at an exercise price of $.719 per share to each
of five (5) former directors who had resigned on November 8, 1995, in
connection with the transaction discussed in Note 8.  At the same time, the
former directors surrendered Formula Options which had been granted to them on
similar terms on April 7, 1995.  As of December 31, 1995, no warrants have been
exercised and all of the warrants are exercisable until November 8, 1996.

Note 5 -         Commitments and Contingencies:

                 Insurance Coverage and Indemnity of Officers and Directors:

                 In 1986, the Company established a wholly owned subsidiary,
San Carlos Insurance Ltd., ("San Carlos") engaged in the business of providing
directors' and officers' liability insurance.  In the event that a legal action
is filed against any officer or director of the Company acting in the capacity
of officer and/or director, San Carlos will cover the claim up to a limited
amount, after the exhaustion of any applicable liability insurance with an
outside insurance company, and the amount covered would result in a charge to
the Company's consolidated operating results at such time.  In addition, the
stockholders and Board of Directors approved agreements indemnifying the
officers and directors acting in that capacity.  Under these agreements, the
Company would advance legal costs in the event a legal action is filed
involving an indemnified officer or director, if he/she acted in good faith and
in a manner reasonably believed to be in or not opposed to the best interests
of the Company.  Restricted cash of $1,000,000 has been set aside to cover such
claims and is not available for use by the Company.  This restricted cash is
included in other assets in the accompanying consolidated balance sheet.  As of
December 31, 1995, the Company had $2,000,000 of primary directors' and
officers' liability insurance coverage with an outside insurance company for a
total coverage of $3,000,000, subject to certain exclusions.

                 Investment Company Act:

                 If the Company is unable to acquire control of an operating
business or businesses, it may be required to register as an investment company
under the Investment Company Act of 1940, as amended ("Act").  The Company is
unable to predict what effect registration under such Act would have, but it
believes that its ability to pursue its current business plan could be
adversely affected as a result.  The most significant difference with respect
to financial statement presentation and disclosure requirements for companies
registered under the Act would require the investments held by the Company to
be adjusted to market value at the balance sheet date.  Given the nature of the
investments held by the Company, the Company believes that the financial
statement reporting and disclosure requirements would not be materially
different from those presented herein.

Note 6 -         Derivative Lawsuit:

                 On December 3, 1991, Civil Action No. 12374, Smith vs.
Gilinski, et al, was filed in the Court of Chancery of the State of Delaware
(the "Court") by a stockholder as a derivative action against eleven former
officers and directors of the Company and the Company as a nominal defendant.
The parties have reached an agreement in principle to settle the litigation.
Pursuant to that agreement, the Company's directors' and officers' outside
insurance carrier will pay to the Company $140,000.00 (the "Settlement Fund").
The plaintiff will apply to the Court for an award of attorneys' fees and
expenses, to be paid from the Settlement Fund.  Defendants have agreed not to
oppose payment to plaintiff of attorneys' fees and expenses up to $55,000.  The
settlement is subject to the execution of final





                                      F-9
<PAGE>   25
documents and to Court approval.  See Note 5, "Insurance Coverage and Indemnity
of Officers and Directors."

Note 7 -         Income Taxes:

                 The Company files a consolidated federal income tax return.
The Company recognizes certain expenses for income tax purposes in years
different from those in which they are provided for in financial reporting.

                 As of December 31, 1995, the Company has net operating loss
carryforwards of approximately $88,000,000, which are available to offset
future taxable income expiring from 1996 through 2010.  The Company also has
available investment and research and development credits of approximately
$2,000,000 expiring in 1996 through 2000.  The ability of the Company to
utilize these carryforwards in future years may be limited, or even eliminated.

                 Specifically, the Internal Revenue Code of 1986, as amended
(the "Code"), imposes substantial limitations under certain circumstances on
the use of net operating loss carryforwards upon the occurrence of an
"ownership change" (as defined in Section 382 of the Code).  An "ownership
change" can result from issuances of equity securities by the Company,
purchases of the Company's securities by the Company, purchases of the
Company's securities in the secondary market by existing or new stockholders or
a combination of the foregoing.  The Company's desire to issue new equity
securities could be limited in order to prevent such an "ownership change" from
occurring.  Alternatively, certain shareholders could occasion an ownership
change if they substantially increased their ownership of the Company's Common
Stock.  The Company has determined that an "ownership change" has not occurred
through December 31, 1995, based on the information available to it.

                 As of December 31, 1995, the deferred tax assets related to
the net operating loss carryforwards and investment and research and
development credit carryforwards totaling approximately $36,000,000 have been
fully offset by valuation allowances, since the utilization of such amounts is
uncertain.

Note 8 -         Related Party Transactions:

                 On November 8, 1995, Beverly Hills Bancorp sold to Victory
Capital LLC, formerly Forschner Enterprises, Inc.  ("Victory") its holdings of
Tigera shares owned directly and indirectly (4,740,000 shares) for $.90 per
share.  Victory also purchased, or agreed to purchase, certain shares of Tigera
owned by Albert M. Zlotnick (1,731,000 shares) and Michael S. Berlin (248,250
shares) at $.90 per share.  Tigera retained Albert M. Zlotnick as a consultant
for a period of two years from December 1, 1995, at a rate of $15,000 per
month.  From February 1, 1993 to November 30, 1995, Mr. Zlotnick served as
Chairman of the Board and Chief Executive Officer of the Company at a rate of
$20,000 per month.

                 As a result of this and other transactions, Victory and
affiliates hold approximately 36% of the outstanding common stock of the
Company.  Subsequent to this transaction, all of the prior directors of the
Company resigned (except for Albert M.  Zlotnick and A. Clinton Allen) and were
replaced by directors recommended by Victory.

                 As of January 1, 1996, the Company rents office space from,
and makes certain support personnel payments to, Victory and Noel on a
month-to-month basis at a monthly cost of $12,750.  During 1995 and 1994, the
Company was located in space rented from an unaffiliated third party on a
month-to-month basis at a monthly cost of $2,500.

Note 9 -         Subsequent Event:

                 On March 7, 1996, the Company announced that it has reached an
agreement in principle to acquire a controlling interest in a privately held
manufacturing and distribution company.  The company, which was not identified,
reported sales in the $75,000,000-$100,000,000 range in 1995. The acquisition
is subject to the conclusion of a mutually acceptable definitive acquisition
agreement, as well as numerous other conditions.





                                      F-10
<PAGE>   26
                               INDEX OF EXHIBITS


<TABLE>
<CAPTION>
                                                                                            Sequentially
 Exhibit                                                                                      Numbered
 Number                                          Description                                    Page    
 ------                                          -----------                                ------------
 <S>                                                                                             <C>
 2                    Plan of acquisition, reorganization, arrangement, liquidation or 
                      succession. None.

 3                    Articles of Incorporation and By-Laws.

                      3.1    Certificate of Amendment of the Restated Certificate of
                             Incorporation of the Registrant dated July 21, 1987
                             (incorporated by reference to Exhibit 3.1 to the
                             Company's Annual Report on Form 10-K for the year ended
                             December 31, 1987).

                      3.2    Amended and Restated By-Laws of the Registrant
                             (incorporated by reference to Exhibit 3.2 to the
                             Company's Annual Report on form 10-K for the year ended
                             December 31, 1988).

 4                    Instruments defining the rights of security holders, including
                      indentures.

                      4.1    Reference is made to Exhibits 3.1 and 3.2.

 9                    Voting Trust Agreements.  None.


 10                   Material Contracts.                                                                       
                                                                                                                
                      10.1    Letter Agreement dated April 11, 1991, among Joseph M.                            
                              Girard and James S. Campbell and the Registrant                                   
                              (incorporated by reference to Exhibit of the same                                 
                              number to the Company's Annual Report on Form 10-K for                            
                              the year ended December 31, 1991).                                                

                      10.2    Registrant's 1991 Stock Option Plan (incorporated by                              
                              reference to Exhibit of the same number to the                                    
                              Company's Annual Report on Form 10-K for the year ended                           
                              December 31, 1991).                                                               
                                                                                                                
                      10.3    Form of Non-Employee Stock Option Agreement used in                               
                              connection with the 1991 Stock Option Plan                                        
                              (incorporated by reference to Exhibit of the same                                 
                              number to the Company's Annual Report on Form 10-K for                            
                              the year ended December 31, 1991).                                                
                                                                                                                
                      10.4    Form of Incentive Stock Option Agreement used in                                  
                              connection with the 1991 Stock Option Plan                                        
                              (incorporated by reference to Exhibit of the same                                 
                              number to the Company's Annual Report on Form 10-K for                            
                              the year ended December 31, 1991).                                                
                                                                                                                
                      10.5    Form of Incentive Stock Option Agreement used in                    31            
                              connection with the 1991 Stock Option Plan, filed                                 
                              herewith.                                                                         
                                                                                                                
                      10.6.   Form of Employee Non-Qualified Stock Option Agreement               39            
                              used in connection with the 1991 Stock Option Plan,                               
                              filed herewith.                                                                   

                      10.7.   Form of non-Employee Non-Qualified Stock Option                     47            
                              Agreement used in connection with the 1991 Stock Option                           
                              Plan, filed herewith.                                                             
</TABLE>





                                     E - 1
<PAGE>   27
                                     -2-


<TABLE>
<CAPTION>
                                                                                            Sequentially
 Exhibit                                                                                      Numbered
 Number                                          Description                                    Page    
 ------                                          -----------                                ------------
 <S>                 <C>                                                                         <C>
                     10.8    Form of Warrant Agreement dated as of April 11, 1991,               55
                             by and between the Registrant and each of James S.
                             Campbell and Joseph M. Gerard, filed herewith.

                     10.9    Form of Warrant Agreement dated as of November 15,                  63
                             1995, by and between the Registrant and each of Donald
                             T. Pascal and Deborah A. Farrington, filed herewith.

                     10.10   Form of Warrant Agreement dated as of November 15,                  71
                             1995, by and between the Registrant and each of Messrs.
                             Julien H. Meyer III and Francis G. Hayes, filed
                             herewith.
                                                                                                     
                     10.11   Form of Warrant Agreement dated as of November 15,                  79  
                             1995, by and between the Registrant and each of A.                      
                             Clinton Allen and Clarke H. Bailey, filed herewith.                     
                                                                                                     
                     10.12   Form of Warrant Agreement dated as of November 15,                  87  
                             1995, by and between the Registrant and each of Ramon                   
                             Ardizzone, Albert M. Zlotnick and Herbert M. Friedman,                  
                             filed herewith.                                                         
                                                                                                     
                     10.13   Form of Warrant Agreement dated as of December 26,                  94  
                             1995, by and between the Registrant and each of Michael                 
                             S. Berlin, Philip R. Hankin, Irving I. Lassoff, James                   
                             A. Martin III and Daniel A. Rivetti, filed herewith.                    
                                                                                                     
                     10.14   Employment Agreement dated as of November 15, 1995, by              99  
                             and between the Registrant and Donald T. Pascal, filed                  
                             herewith.                                                               
                                                                                                     
                     10.15   Employment Agreement dated as of November 15, 1995, by              102 
                             and between the Registrant and Deborah A. Farrington,                   
                             filed herewith.                                                         
                                                                                                     
                     10.16   Form of Consulting Agreement dated as of November 15,               105
                             1995, by and between the Registrant and each of Messrs.
                             Julien H. Meyer III and Francis G. Hayes, filed
                             herewith.

 11                  Statement re computation of per share earnings is not required
                     because the relevant computations can be clearly determined
                     from the material contained in the financial statements herein.

 16                  Letter re change in accountants.  None

 18                  Letter re change in accounting principles.  None

 22                  Subsidiaries of the Registrant (incorporated by reference to
                     Exhibit to the Company's Annual Report on Form 10-K for the
                     year ended December 31, 1991).


 23                  Consent of Experts and Counsel.  Not applicable.

 24                  Power of Attorney.  None
</TABLE>





                                     E - 2
<PAGE>   28
                                     -3-


<TABLE>
<CAPTION>
                                                                                            Sequentially
 Exhibit                                                                                      Numbered
 Number                                          Description                                    Page    
 ------                                          -----------                                ------------
 <S>                 <C>
 28                  Information from reports furnished to state insurance
                     regulatory authority:  None
</TABLE>





                                     E - 3
<PAGE>   29
                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



Dated:   March 25, 1996             TIGERA GROUP, INC.
                                    ------------------
                                       (Registrant)
                             
                             
                             
                                    By:   /s/   Donald T. Pascal             
                                         ------------------------------------
                                           Donald T. Pascal
                                           President and
                                           Chief Executive Officer
                             
                             
                             
                                    By:   /s/   Robert E. Kelly              
                                         ------------------------------------
                                           Robert E. Kelly
                                           Principal Accounting Officer,
                                           Senior Vice President, Chief
                                           Financial Officer and Secretary
                             




                                     S - 1
<PAGE>   30
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


                        REGISTRANT:   TIGERA GROUP, INC.


<TABLE>
<CAPTION>
      Signature                                                 Title                                       Date
      ---------                                                 -----                                       ----
<S>                                                         <C>                                         <C>
 /s/ A. Clinton Allen                                       Director                                    March 25, 1996
--------------------------------                                                                                      
(A. Clinton Allen)



/s/ Ramon D. Ardizzone                                      Director                                    March 25, 1996
---------------------------                                                                                           
(Ramon D. Ardizzone)



/s/ Clarke H. Bailey                                        Director                                    March 25, 1996
--------------------------------                                                                                      
(Clarke H. Bailey)



 /s/ Deborah A. Farrington                                  Director, Co-Chairman of the                March 25, 1996
----------------------------                                Board                                                     
(Deborah A. Farrington)                                          



 /s/ Herbert M. Friedman                                    Director                                    March 25, 1996
----------------------------                                                                                          
(Herbert M. Friedman)



 /s/ Louis Marx, Jr.                                        Director, Co-Chairman of the                March 25, 1996
--------------------------------                            Board                                                     
(Louis Marx, Jr.)                                                



 /s/ Donald T. Pascal                                       Director, President and Chief               March 25, 1996
-------------------------------                             Executive Officer                                         
(Donald T. Pascal)                                                            



                                                            Director
-----------------------------                                       
(Michael A. Weatherly)



 /s/ Albert M. Zlotnick                                     Director                                    March 25, 1996
--------------------------------                                                                                      
(Albert M. Zlotnick)
</TABLE>





                                     S - 2
<PAGE>   31
                               INDEX OF EXHIBITS

                                                                              
 Exhibit                                                                      
 Number                                  Description                          
 ------                                  -----------                          

 2            Plan of acquisition, reorganization, arrangement, liquidation or
              succession. None.                                               
                                                                              
 3            Articles of Incorporation and By-Laws.                          
                                                                              
              3.1    Certificate of Amendment of the Restated Certificate of  
                     Incorporation of the Registrant dated July 21, 1987      
                     (incorporated by reference to Exhibit 3.1 to the         
                     Company's Annual Report on Form 10-K for the year ended  
                     December 31, 1987).                                      
                                                                              
              3.2    Amended and Restated By-Laws of the Registrant           
                     (incorporated by reference to Exhibit 3.2 to the         
                     Company's Annual Report on form 10-K for the year ended  
                     December 31, 1988).                                      
                                                                              
 4            Instruments defining the rights of security holders, including  
              indentures.                                                     
                                                                              
              4.1    Reference is made to Exhibits 3.1 and 3.2.               
                                                                              
 9            Voting Trust Agreements.  None.                                 
                                                                              
                                                                              
 10           Material Contracts.                                             
                                                                              
              10.1    Letter Agreement dated April 11, 1991, among Joseph M.  
                      Girard and James S. Campbell and the Registrant         
                      (incorporated by reference to Exhibit of the same       
                      number to the Company's Annual Report on Form 10-K for  
                      the year ended December 31, 1991).                      
                                                                              
              10.2    Registrant's 1991 Stock Option Plan (incorporated by    
                      reference to Exhibit of the same number to the          
                      Company's Annual Report on Form 10-K for the year ended 
                      December 31, 1991).                                     
                                                                              
              10.3    Form of Non-Employee Stock Option Agreement used in     
                      connection with the 1991 Stock Option Plan              
                      (incorporated by reference to Exhibit of the same       
                      number to the Company's Annual Report on Form 10-K for  
                      the year ended December 31, 1991).                      
                                                                              
              10.4    Form of Incentive Stock Option Agreement used in        
                      connection with the 1991 Stock Option Plan              
                      (incorporated by reference to Exhibit of the same       
                      number to the Company's Annual Report on Form 10-K for  
                      the year ended December 31, 1991).                      
                                                                              
              10.5    Form of Incentive Stock Option Agreement used in        
                      connection with the 1991 Stock Option Plan, filed       
                      herewith.                                               
                                                                              
              10.6.   Form of Employee Non-Qualified Stock Option Agreement   
                      used in connection with the 1991 Stock Option Plan,     
                      filed herewith.                                         
                                                                              
              10.7.   Form of non-Employee Non-Qualified Stock Option         
                      Agreement used in connection with the 1991 Stock Option 
                      Plan, filed herewith.                                   

                                                                              
                                                                              
                                                                              
                                                                              
<PAGE>   32

 Exhibit      
 Number                                  Description  
 ------                                  -----------  

             10.8    Form of Warrant Agreement dated as of April 11, 1991, 
                     by and between the Registrant and each of James S.
                     Campbell and Joseph M. Gerard, filed herewith.
          
             10.9    Form of Warrant Agreement dated as of November 15,    
                     1995, by and between the Registrant and each of Donald
                     T. Pascal and Deborah A. Farrington, filed herewith.
          
             10.10   Form of Warrant Agreement dated as of November 15,    
                     1995, by and between the Registrant and each of Messrs.
                     Julien H. Meyer III and Francis G. Hayes, filed
                     herewith.
                                                                           
             10.11   Form of Warrant Agreement dated as of November 15,    
                     1995, by and between the Registrant and each of A.    
                     Clinton Allen and Clarke H. Bailey, filed herewith.   
                                                                           
             10.12   Form of Warrant Agreement dated as of November 15,    
                     1995, by and between the Registrant and each of Ramon 
                     Ardizzone, Albert M. Zlotnick and Herbert M. Friedman,
                     filed herewith.                                       
                                                                           
             10.13   Form of Warrant Agreement dated as of December 26,    
                     1995, by and between the Registrant and each of Michael
                     S. Berlin, Philip R. Hankin, Irving I. Lassoff, James  
                     A. Martin III and Daniel A. Rivetti, filed herewith.   
                                                                            
             10.14   Employment Agreement dated as of November 15, 1995, by 
                     and between the Registrant and Donald T. Pascal, filed 
                     herewith.                                              
                                                                            
             10.15   Employment Agreement dated as of November 15, 1995, by 
                     and between the Registrant and Deborah A. Farrington,  
                     filed herewith.                                        
                                                                            
             10.16   Form of Consulting Agreement dated as of November 15,  
                     1995, by and between the Registrant and each of Messrs.
                     Julien H. Meyer III and Francis G. Hayes, filed
                     herewith.
          
 11          Statement re computation of per share earnings is not required
             because the relevant computations can be clearly determined
             from the material contained in the financial statements herein.
          
 16          Letter re change in accountants.  None
          
 18          Letter re change in accounting principles.  None
          
 22          Subsidiaries of the Registrant (incorporated by reference to
             Exhibit to the Company's Annual Report on Form 10-K for the
             year ended December 31, 1991).
          
          
 23          Consent of Experts and Counsel.  Not applicable.
          
 24          Power of Attorney.  None
          
 27          Financial Data Schedule
          
 28          Information from reports furnished to state insurance
             regulatory authority:  None