<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to _ 240.14a-11(c) or _ 240.14a-12
THE ALPINE GROUP, INC.
(Name of Registrant as Specified In Its Charter)
THE ALPINE GROUP, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
------------------------------------------------------------------------
4) Proposed aggregate value of transaction:
------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
Page 1 of 23 Pages
<PAGE>
THE ALPINE GROUP, INC.
1790 BROADWAY
NEW YORK, NEW YORK 10019-1412
October 13, 1995
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
The Alpine Group, Inc. (the "Company"), a Delaware corporation, to be held on
Thursday, November 16, 1995 at 11:00 a.m. local time at the McGraw-Hill
Conference Center, 1221 Avenue of the Americas, New York, New York.
At this meeting, you will be asked to consider and vote upon the election of
six directors of the Company, the approval and adoption of an amendment to the
Company's 1984 Restricted Stock Plan increasing the maximum number of shares of
the Company's Common Stock available thereunder for issuance from 350,000 to
600,000 shares, the approval and adoption of the Company's 1994 Employee Stock
Purchase Plan providing for the issuance of up to 500,000 shares of the
Company's Common Stock and the ratification of the appointment of Arthur
Andersen LLP as the Company's independent certified public accountants.
YOUR VOTE IS IMPORTANT. The Board of Directors appreciates and encourages
stockholder participation in the Company's affairs and cordially invites you to
attend the meeting in person. It is important in any event that your shares be
represented and we ask that you sign, date and mail the enclosed proxy card in
the envelope provided at your earliest convenience.
We sincerely thank you for your support.
Very truly yours,
Steven S. Elbaum
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
<PAGE>
THE ALPINE GROUP, INC.
1790 BROADWAY
NEW YORK, NEW YORK 10019-1412
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 16, 1995
To the Stockholders of The Alpine Group, Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The Alpine
Group, Inc. (the "Company"), a Delaware corporation, will be held on November
16, 1995 at 11:00 a.m. local time at the McGraw-Hill Conference Center, 1221
Avenue of the Americas, New York, New York, for the purposes of considering and
voting upon the following matters, as more fully described in the attached Proxy
Statement:
1. To elect six directors of the Company;
2. To approve and adopt an amendment to the Company's 1984 Restricted
Stock Plan increasing the maximum number of shares of the Company's Common
Stock available thereunder for issuance from 350,000 to 600,000 shares;
3. To approve and adopt the Company's 1994 Employee Stock Purchase Plan
providing for the issuance of up to 500,000 shares of the Company's Common
Stock thereunder;
4. To ratify the appointment of Arthur Andersen LLP as the independent
certified public accountants of the Company; and
5. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on October 10, 1995
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the meeting.
By Order of the Board of Directors,
Bragi F. Schut
SECRETARY
October 13, 1995
YOUR ATTENTION IS DIRECTED TO THE ACCOMPANYING PROXY STATEMENT.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU EXPECT TO BE PRESENT, PLEASE MARK, DATE, SIGN AND RETURN THE ACCOMPANYING
FORM OF PROXY IN THE ENVELOPE ENCLOSED (TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES) SO THAT YOUR VOTE CAN BE RECORDED.
<PAGE>
THE ALPINE GROUP, INC.
1790 BROADWAY
NEW YORK, NEW YORK 10019-1412
---------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 16, 1995
This Proxy Statement is being furnished to the stockholders of The Alpine
Group, Inc. (the "Company") in connection with the solicitation of proxies, in
the accompanying form, by the Company, for use at the Annual Meeting of
Stockholders to be held at 11:00 a.m. local time on November 16, 1995 at the
McGraw-Hill Conference Center, 1221 Avenue of the Americas, New York, New York,
and at any and all adjournments or postponements thereof.
The stockholders of record at the close of business on October 10, 1995 will
be entitled to receive notice of and to vote at the meeting and any adjournments
or postponements thereof. As of October 10, 1995, there were issued and
outstanding 18,227,377 shares of the Company's Common Stock, par value $.10 per
share (the "Common Stock"), 1,750 shares of the Company's 9% Cumulative
Convertible Senior Preferred Stock, par value $1.00 per share (the "9% Preferred
Stock"), and 281,380 shares of the Company's 8% Cumulative Convertible Senior
Preferred Stock, par value $1.00 per share (the "8% Preferred Stock"), the only
classes of voting securities outstanding. The stockholders of record will be
entitled to one vote for each share of Common Stock, 100 votes for each share of
9% Preferred Stock and 6.45 votes for each share of 8% Preferred Stock
registered in his or her name on the record date. The holders of the Common
Stock, the 9% Preferred Stock and the 8% Preferred Stock will vote together as a
class on all matters presented at the meeting. A majority of all the outstanding
shares of the Common Stock constitutes a quorum and is required to be present in
person or by proxy to conduct business at the meeting.
Stockholders may revoke the authority granted by their execution of proxies
at any time prior to their use by filing with the Secretary of the Company a
written revocation or a duly executed proxy bearing a later date or by attending
the meeting and voting in person. Solicitation of proxies will be made chiefly
through the mails, but additional solicitation may be made by telephone or
telegram by the officers or regular employees of the Company (who will not be
specifically compensated for such services). The Company may also enlist the aid
of brokerage houses or the Company's transfer agent in soliciting proxies, and
the Company will reimburse them for their reasonable expenses. All solicitation
expenses, including costs of preparing, assembling and mailing proxy material,
will be borne by the Company. This proxy statement and accompanying form of
proxy are being mailed to stockholders on or about October 13, 1995.
Shares of the Common Stock, the 9% Preferred Stock and the 8% Preferred
Stock represented by executed and unrevoked proxies will be voted in accordance
with the choice or instructions specified thereon. It is the intention of the
persons named in the proxy, unless otherwise specifically instructed in the
proxy, to vote all proxies received by them in favor of the six nominees named
herein for election as directors, in favor of the amendment to the 1984
Restricted Stock Plan, in favor of the adoption of the 1994 Employee Stock
Purchase Plan and in favor of the ratification of the appointment of Arthur
Andersen LLP as the independent certified public accountants of the Company. The
Board of Directors does not know of any other matters which may be presented for
consideration at the meeting. However, if other matters properly come before the
meeting, the persons named in the accompanying proxy intend to vote thereon in
accordance with their judgment.
If a quorum is present at the meeting, those nominees receiving a plurality
of the votes cast will be elected as directors. The affirmative vote of the
holders of a majority in voting power of the shares present in person or
represented by proxy and entitled to vote at the meeting will be required to
approve the amendment to the Company's 1984 Restricted Stock Plan, to approve
the adoption of the
<PAGE>
Company's 1994 Employee Stock Purchase Plan and to ratify the appointment of
Arthur Andersen LLP as the independent certified public accountants of the
Company. Abstentions from voting on a proposal will have the effect of a "no"
vote. Broker non-votes are not considered shares present, are not entitled to
vote and therefore will not affect the outcome of the vote on a proposal.
BENEFICIAL OWNERSHIP OF VOTING SECURITIES
The following table contains information as of October 10, 1995 regarding
the number of shares of the Common Stock, the 9% Preferred Stock and the 8%
Preferred Stock beneficially owned by persons known to the Company to have
beneficial ownership of more than five percent thereof and by the directors and
executive officers of the Company. The information contained herein is based on
information provided by such beneficial holders to the Company.
<TABLE>
<CAPTION>
COMMON STOCK 9% PREFERRED STOCK 8% PREFERRED STOCK
---------------------------- ------------------------- -----------------------
NUMBER PERCENT NUMBER PERCENT NUMBER PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OF SHARES OF CLASS OF SHARES OF CLASS OF SHARES OF CLASS
- ------------------------------------------- --------------- ----------- ----------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Steven S. Elbaum .......................... 1,675,991(1) 8.75% -- -- 99 *
1790 Broadway
New York, NY 10019-1412
Hermes Imperial Investments, L.P. . 1,424,231 7.44% -- -- 160,000 56.9%
237 Park Avenue
Ninth Floor
New York, NY 10017
Herbert T. Kerr ........................... -- -- -- -- 35,905 12.8%
Pamtom Farm
Vaughn Road
Hudson Falls, NY 12839
Financial Strategic Portfolios, Inc. . -- -- 1,000 57.1% -- --
Technology Portfolio
7800 E. Union Avenue
Denver, CO 80237
Connecticut Innovations, Inc .............. -- -- 500 22.6% -- --
845 Brook Street Rocky Hill, CT 06067
Patrick W. Allender ....................... -- -- 250 14.3% -- --
5 Holly Leaf Court
Bethesda, MD 20817
Kenneth G. Byers, Jr....................... 526,963(2) 2.75% -- -- -- --
Ernest C. Janson, Jr....................... 26,000 * -- -- -- --
Randolph Harrison.......................... 55,877 * -- -- -- --
Bragi F. Schut............................. 506,042(3) 2.6 % -- -- -- --
James R. Kanely............................ 392,689(4) 2.1 % -- -- -- --
John C. Jansing............................ 201,836(5) 1.1 % -- -- -- --
Gene E. Lewis.............................. 47,180(6) * -- -- 99 *
David S. Aldridge.......................... 145,412(7) * -- -- -- --
All directors and executive officers as a
group..................................... 3,577,900(8) 19.0 % -- -- 99 *
</TABLE>
- ------------------------
*Less than one percent
2
<PAGE>
(1) Includes (i) 469,774 shares issuable upon exercise of certain stock options,
(ii) 1,262 shares owned by Mr. Elbaum's wife as custodian for their minor
son and (iii) 24,847 shares of restricted stock granted subject to approval
by the stockholders of the amendment to the Company's 1984 Restricted Stock
Plan, as set forth in Proposal II hereof.
(2) Includes 361 shares held by Mr. Byers' wife, with respect to which shares
Mr. Byers disclaims beneficial ownership.
(3) Includes (i) 179,979 shares issuable upon exercise of certain stock options,
(ii) 11,316 shares currently issuable upon conversion of the Company's
Convertible Senior Subordinated Notes held by Mr. Schut, (iii) 950 shares
owned by Mr. Schut's wife and (iv) 2,303 shares owned by Mr. Schut as
custodian for his minor son.
(4) Includes 119,613 shares issuable upon exercise of certain stock options.
(5) Includes 30,503 shares issuable upon exercise of certain stock options.
(6) Includes 43,114 shares issuable upon exercise of certain stock options.
(7) Includes (i) 66,574 shares issuable upon exercise of certain stock options
and (ii) 8,342 shares of restricted stock granted subject to approval by the
stockholders of the amendment to the Company's 1984 Restricted Stock Plan,
as set forth in Proposal II hereof.
(8) Includes (i) 909,757 shares issuable upon exercise of certain stock options,
(ii) 11,316 shares currently issuable upon conversion of the Company's
Convertible Senior Subordinated Notes, (iii) 3,926 shares with respect to
which the officers and directors disclaim beneficial ownership and (iv)
33,189 shares of restricted stock granted subject to approval by the
stockholders of the amendment to the Company's 1984 Restricted Stock Plan,
as set forth in Proposal II hereof.
PROPOSAL I: ELECTION OF DIRECTORS
The Board of Directors of the Company consists of three classes of
directors, with terms expiring in successive years. Three current directors,
Kenneth G. Byers, Jr., Randolph Harrison and Ernest C. Janson, Jr., have been
nominated for reelection with terms to expire in 1997 and three current
directors, Steven S. Elbaum, James R. Kanely and Bragi F. Schut have been
nominated for reelection with terms to expire in 1998. The terms of the
remaining two current directors, John C. Jansing and Gene E. Lewis, expire in
1996.
It is the intention of each of the persons named in the accompanying form of
proxy to vote the shares represented thereby in favor of each of the six
nominees. In case any of the nominees are unable or decline to serve, such
persons named in the accompanying form of proxy reserve the right to vote the
shares represented by such proxy for another person duly nominated by the Board
in his stead or, if no other person is nominated, to vote such shares only for
the remaining nominees. The Board has no reason to believe that any person named
will be unable or will decline to serve.
INFORMATION WITH RESPECT TO NOMINEES AND CONTINUING DIRECTORS
<TABLE>
<CAPTION>
YEAR FIRST
ELECTED POSITION WITH THE COMPANY
NAME AGE DIRECTOR AND OTHER BUSINESS EXPERIENCE
- ------------------------- --- ----------- ----------------------------------------------------------------------
<S> <C> <C> <C>
Kenneth G. Byers, Jr 52 1993 President and sole shareholder of Byers Engineering Company, a
telecommunications technical services firm, for more than the past
five years. He served as a director of Superior TeleTec Inc. until
its merger with and into the Company in November 1993.
Steven S. Elbaum 46 1980 Chairman of the Board of Directors and Chief Executive Officer of the
Company since 1984. He is also a director of Brandon Systems, Inc.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST
ELECTED POSITION WITH THE COMPANY
NAME AGE DIRECTOR AND OTHER BUSINESS EXPERIENCE
- ------------------------- --- ----------- ----------------------------------------------------------------------
<S> <C> <C> <C>
Randolph Harrison 63 1980 A private investor and consultant to Poten & Partners, Inc., an energy
and shipping industry consulting firm, where he was President prior
to 1985.
John C. Jansing 69 1978 Chairman of The Independent Election Corporation of America, a
shareholder proxy tabulating firm, from 1976 to 1992 and currently a
director of Vestaur Securities, Inc. and fourteen Lord Abbett mutual
funds.
Ernest C. Janson, Jr 72 1987 A partner with Coopers & Lybrand, certified public accountants, until
his retirement in 1985.
James R. Kanely 54 1993 President and Chief Operating Officer of the Company since November
1993. Prior thereto he was Chairman of the Board, President and Chief
Executive Officer of Superior TeleTec Inc. until its merger with and
into the Company in November 1993.
Gene E. Lewis 67 1992 Chairman and Chief Executive Officer of Novecon Technologies, L.P.
since 1994, a consultant to various health care and venture capital
companies from 1989 to 1994. He is currently a director of EDITEK,
Inc.
Bragi F. Schut 54 1983 Executive Vice President of the Company since 1986.
</TABLE>
BOARD AND COMMITTEE MEETINGS
During the fiscal year ended April 30, 1995, the Board held five meetings.
All members of the Board attended at least 75% of the meetings of the Board and
meetings of any committees of the Board on which he served that were held during
the time he served.
The Board of Directors has an Executive Committee and standing Compensation
and Audit Committees.
The present members of the Executive Committee are Messrs. Elbaum (who
serves as Chairman), Jansing, Kanely and Schut. The Executive Committee
exercises all authority of the Board of Directors in the management of the
Company, subject to certain limitations imposed by the General Corporation Law
of the State of Delaware.
The present members of the Compensation Committee are Messrs. Harrison,
Jansing and Janson. The principal functions of the Compensation Committee are to
administer the Company's 1987 Long-Term Equity Incentive Plan and 1984
Restricted Stock Plan and, on behalf of the Board of Directors, to review
current and proposed employment arrangements with existing and prospective
senior management employees and to review and determine matters pertaining to
base and incentive compensation for the Chief Executive Officer and other senior
management employees. The Compensation Committee is advised periodically by
Hewitt Associates, a nationally recognized, independent compensation and
benefits consulting firm. During the fiscal year ended April 30, 1995, the
Compensation Committee had two meetings.
The present members of the Audit Committee are Messrs. Byers, Janson and
Lewis. The Audit Committee's principal functions are to review the Company's
annual and periodic financial statements, to examine and consider matters
relating to the administration and audit of the Company's accounts and its
financial affairs, to recommend the employment of outside auditors and to meet
with the Company's personnel as it deems appropriate to carry out its functions.
The Audit Committee met twice during the fiscal year ended April 30, 1995.
4
<PAGE>
VOTE REQUIRED
THE BOARD OF DIRECTORS RECOMMENDS THAT HOLDERS OF THE COMMON STOCK, THE 9%
PREFERRED STOCK AND THE 8% PREFERRED STOCK VOTE FOR THE SIX NOMINEES LISTED
ABOVE. Their election will require a plurality of the votes cast by holders of
the Common Stock, the 9% Preferred Stock and the 8% Preferred Stock present in
person or represented by proxy and entitled to vote, voting together as a single
class.
MANAGEMENT
EXECUTIVE OFFICERS
Set forth below is certain information regarding the executive officers of
the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- --------------------- --- -----------------------------------------------------------------------
<S> <C> <C>
Steven S. Elbaum 46 Chairman of the Board of Directors and Chief Executive Officer since
1984
James R. Kanely 54 President and Chief Operating Officer since November 1993. Prior
thereto he was Chairman of the Board, President and Chief Executive
Officer of Superior TeleTec Inc. until its merger with an into the
Company in November 1993.
Bragi F. Schut 54 Executive Vice President since 1986
David S. Aldridge 41 Chief Financial Officer since November 1993 and Treasurer since January
1994. Prior thereto he was Chief Financial Officer of Superior TeleTec
Inc. until its merger with and into the Company in November 1993.
</TABLE>
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to
compensation awarded to, earned by or paid during each of the Company's three
fiscal years ended April 30, 1995 to the Company's Chief Executive Officer and
to each of the most highly compensated executive officers of the Company other
than the Chief Executive Officer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION (1) COMPENSATION AWARDS
---------------------------------------- ------------------------
FISCAL RESTRICTED OPTION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS STOCK (3) SHARES OTHER (4)
- ----------------------------------------- --------- ----------- ----------- ------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Steven S. Elbaum 1995 $ 275,000 $ 175,000(2) -- -- $ 7,370
Chairman and Chief Executive Officer 1994 256,785 125,000 $ 1,350,000 30,000 6,560
1993 200,483 107,640 -- 80,000 --
James R. Kanely 1995 252,684 150,000 -- -- 64,475
President and Chief Operating Officer 1994 116,081(5) 57,292 270,000 100,000 45,079
Bragi F. Schut 1995 172,000 75,000(2) -- -- 29,115
Executive Vice President and Secretary 1994 165,532 60,000 250,000 15,000 15,772
1993 144,965 55,000 -- 50,000 3,349
David S. Aldridge 1995 153,718 60,000(2) -- -- 55,813
Chief Financial Officer 1994 69,927(5) 30,000 342,500 50,000 4,133
Alan J. Nickerson (6) 1995 151,000 52,851 -- -- 4,620
Senior Vice President 1994 144,752 40,000 275,000 60,000 5,048
1993 125,655 37,564 -- 50,000 2,876
</TABLE>
- ------------------------
(1) The aggregate dollar value of all perquisites and other personal benefits,
securities or property awarded to, earned by or paid to any of the named
individuals did not exceed the lesser of $50,000 or 10% of the total annual
salary and bonus set forth for such individual during any of the last three
fiscal years.
(2) Fiscal 1995 bonus amounts included in the above table represents 50 percent
of the bonus amount approved by the Compensation Committee in respect of
fiscal 1995. The balance of the approved amount was paid in fiscal 1996 upon
completion of the Company's acquisition of the U.S. and Canadian copper wire
and cable business of Alcatel N.A. Cable Systems, Inc. and Alcatel Canada
Wire, Inc.
(3) The dollar value set forth is based on the closing price per share for the
Common Stock on the respective dates of grant, $10.00 per share on September
8, 1993, $9.00 per share on November 10, 1993 and $7.00 per share on April
12, 1994. The aggregate number of shares of restricted stock held by each of
the named individuals at April 30, 1995 (all of which were granted during
fiscal 1994), the value of those holdings and the vesting schedule for
continued service are as set forth below. The number of shares set forth for
Messrs. Elbaum, Aldridge and Nickerson includes 24,847 shares, 8,342 shares
and 5,324 shares, respectively, that have been granted subject to approval
by the stockholders of an amendment to the Company's 1984 Restricted Stock
Plan as set forth in Proposal II hereof.
<TABLE>
<CAPTION>
STEVEN S. JAMES R. BRAGI F. DAVID S. ALAN J.
ELBAUM KANELY SCHUT ALDRIDGE NICKERSON
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Number of shares...................... 150,000 30,000 25,000 41,786 30,714
Value at April 30, 1995............... $ 731,250 $ 146,250 $ 121,875 $ 203,707 $ 149,730
Number of shares vesting in
1995................................ 35,000 7,500 6,250 9,607 7,143
1996................................ 35,000 7,500 6,250 9,607 7,143
1997................................ 35,000 7,500 6,250 9,607 7,143
1998................................ 10,000 -- -- 3,357 2,142
1999................................ -- -- -- -- --
</TABLE>
6
<PAGE>
(4) The amounts set forth include (i) matching contributions made by the Company
under defined contribution plans of its subsidiaries, (ii) amounts accrued
under an unfunded, nonqualified defined benefit plan for the payment of
future annuities to Messrs. Kanely and Aldridge ($23,994 and $4,133,
respectively) and (iii), with respect to Messrs. Kanely and Schut, the net
present value of the vested portion ($20,385 and $11,103, respectively) of
an annuity the Company has agreed to pay to each individual in 15 equal
annual installments ($34,700 and $18,900, respectively) starting when each
individual reaches the age of 60, (iv) with respect to Messrs. Kanely and
Aldridge ($22,653.95 and $39,345.20 respectively), a payment pursuant to
their employment agreements for federal tax consequences upon vesting of
certain restricted stock grants.
(5) The amounts set forth do not include amounts awarded to, earned by or paid
to Messrs. Kanely and Aldridge as executives of Superior TeleTec Inc. prior
to its merger with and into the Company on November 10, 1993.
(6) Alan J. Nickerson served as a Senior Vice President until June 1995.
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table presents information for the individuals named above as
to the exercise of stock options during the fiscal year ended April 30, 1995 and
the number of shares underlying, and the value of, unexercised options
outstanding at April 30, 1995:
<TABLE>
<CAPTION>
EXERCISES DURING THE NUMBER OF SHARES
FISCAL YEAR UNDERLYING VALUE OF UNEXERCISED
---------------------------- UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS (2)
NUMBER OF VALUE -------------------------- --------------------------
NAME SHARES ACQUIRED REALIZED (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Steven S. Elbaum........... 33,333 $ 74,999 385,000 15,000 $ 489,250 --
James R. Kanely............ -- -- 73,035 75,000 42,991 --
Bragi F. Schut............. -- -- 147,500 7,500 147,250 --
David S. Aldridge.......... -- -- 42,060 37,500 26,456 --
Alan J. Nickerson (3)...... -- -- 206,800 5,000 206,800 --
</TABLE>
- ------------------------
(1) Based on a closing price of $5.25 on December 5, 1994, the date of exercise,
on the American Stock Exchange.
(2) Based on a closing price of $4.875 on April 28, 1995 on the American Stock
Exchange.
(3) Alan J. Nickerson served as a Senior Vice President until June 1995.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company or otherwise compensated by
the Company are entitled to be paid an annual retainer fee of $20,000 per year,
together with expenses of attendance, plus $1,000 for each meeting of a
committee of the Board attended. Non-employee directors with at least five years
of service also receive, upon reaching age 70 and termination of service to the
Company, a retirement benefit of $10,000 per year for 15 years. At each
director's election, directors' fees may be payable in shares of the Common
Stock (based upon the fair market value of the Common Stock at the beginning of
each fiscal year). Directors' fees may also be deferred, at the election of each
director, pursuant to the Directors' Deferred Compensation Plan and (i) be paid
in cash with interest at the prime rate or (ii) be paid in stock based on stock
units accumulated under the plan. At April 30, 1995, the Company had aggregate
accrued directors' fees of $55,000, which will be satisfied in shares of Common
Stock.
EMPLOYMENT AGREEMENTS
The Company has employment agreements with each of its executive officers.
Pursuant to the agreements, Mr. Elbaum serves as Chairman and Chief Executive
Officer at an annual salary of $275,000, Mr. Kanely serves as President and
Chief Operating Officer at an annual salary of $250,000, Mr. Schut serves as
Executive Vice President at an annual salary of $172,000, Mr. Aldridge serves as
7
<PAGE>
Chief Financial Officer at an annual salary of $150,000 and Mr. Nickerson served
until June 1995 as Senior Vice President at an annual salary of $150,000. The
agreements also provide for an annual bonus based upon the Company's achieving
certain performance objectives (which bonus will in no event be less than
$125,000 per year for the first two contract years with respect to Mr. Kanely),
the one-time grant of stock options and restricted stock as described above, the
agreement by the Company to pay Messrs. Kanely and Schut the 15 year annuity
described in footnote (4) to the Summary Compensation Table, the indemnification
from any income taxes arising from the vesting of the restricted stock and
certain other benefits, including medical, dental and other insurance benefits.
The agreements with Messrs. Elbaum, Kanely and Schut also provide that they will
serve on the Board of Directors of the Company.
Each employment agreement is for a term ending upon the occurrence of any of
the following events: (i) notification by the executive or the Company to the
other that it desires to terminate the employment agreement, (ii) the death or
disability of the executive, (iii) termination by the Company for "cause" and
(iv) termination by the executive for "good reason." "Good reason" includes a
change of control of the Company (defined to mean the acquisition by a person or
entity of 20% of the Company's voting stock) followed by a change of the
executive's responsibilities or a termination by the Company of the executive's
employment. Generally, in the event an executive terminates his employment for
"good reason," he is entitled to receive a severance payment equal to one and a
half to three times his annual salary and bonus for the prior year. In the event
of termination of employment under other circumstances, each executive is
entitled to varying benefits described in the employment agreements.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
INTRODUCTION
The Compensation Committee is made up of independent outside directors who
are neither officers nor employees of the Company or its subsidiaries. The
principal functions of the Compensation Committee are to administer the
Company's 1987 Long-Term Equity Incentive Plan and 1984 Restricted Stock Plan
and, on behalf of the Board of Directors, to review current and proposed
employment arrangements with existing and prospective senior management
employees and to review and determine matters pertaining to base and incentive
compensation for the Chief Executive Officer and other senior management
employees. In the exercise of its functions, the Compensation Committee is
advised periodically by Hewitt Associates, a nationally recognized, independent
compensation and benefits consulting firm.
EXECUTIVE COMPENSATION POLICY
The executive compensation policy is designed to attract and retain highly
qualified executive officers, to recognize superior performance and to create a
strong link between Company performance and executive compensation. Total
compensation is intended to be competitive with that paid to highly-qualified
executives of companies with a strong entrepreneurially oriented business
philosophy and practice more likely to be found in the venture capital and
investment banking industry than in traditional manufacturing companies.
There are three components of executive compensation: (i) base salary and
employee benefits applicable to all employees; (ii) annual cash incentive
awards; and (iii) long-term incentive awards. Annual incentive awards are
intended to link executive pay with performance in areas key to the Company's
short-term operating objectives and successes. Long-term incentive awards are
intended to reward the creation of stockholder value and consist of stock
options under the 1987 Long-Term Equity Incentive Program and restricted stock
grants under the 1984 Restricted Stock Plan. It is the intent of the executive
compensation policy to foster the success of the Company's business strategy and
ultimately to drive the creation of stockholder value.
8
<PAGE>
1995 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER AND OTHER EXECUTIVE OFFICERS
During the 1995 fiscal year, the executive officers of the Company,
including the Chief Executive Officer, received a base salary in accordance with
their existing employment agreements. In determining the compensation under
these existing agreements, the Compensation Committee had considered (i) data
from outside studies and proxy materials regarding compensation of executive
officers at comparable companies, (ii) the input of other directors regarding
individual performance of each executive officer and (iii) advice from Hewitt
Associates.
In determining the cash bonus paid after the completion of the 1995 fiscal
year to each executive officer, including the Chief Executive Officer, the
Compensation Committee considered the input of other directors regarding
individual performance of each executive officer and the qualitative and
quantitative measures of Company performance, including (i) the increase in
annualized revenues and improvement in cash flow, (ii) the acquisition of
Adience, Inc. ("Adience") (iii) the acquisition of the US and Canadian copper
wire and cable business of Alcatel NA Cable Systems, Inc. and Alcatel Canada
Wire, Inc., (iv) the strengthening of the Company's balance sheet and liquidity,
(v) the decline in the market price per share of the Common Stock and (vi) the
restructuring of the Company resulting from the merger of the Company's
information display group subsidiaries with a subsidiary of Adience and the
subsequent distribution of 70% of the common stock of the surviving entity
(PolyVision Corporation) to stockholders of the Company. The Compensation
Committee's consideration of such factors was subjective and informal.
The foregoing report is submitted by members of the Compensation Committee.
Randolph Harrison, CHAIRMAN
Ernest C. Janson, Jr.
John C. Jansing
9
<PAGE>
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the cumulative
total stockholder return on the Common Stock for each of the Company's last five
fiscal years with the cumulative total return (assuming reinvestment of
dividends) of (i) the American Stock Exchange market value index and (ii) a peer
group with market capitalization similar to that of the Company. The Company
compares its stockholder return on the Common Stock with that of issuers with
similar market capitalizations, because it cannot reasonably identify a peer
group engaged in the same lines of business as the Company. The returns of each
of the peer issuers are weighted on a market capitalization basis at the time of
each registered data point.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN* OF
THE ALPINE GROUP, INC., AMEX MARKET VALUE INDEX AND PEER GROUP
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
THE ALPINE GROUP, INC. AMEX MARKET VALUE INDEX PEER GROUP
<S> <C> <C> <C>
4/90 $100 $100 $100
4/91 167 105 101
4/92 305 114 109
4/93 443 123 111
4/94 238 127 128
4/95 186 139 103
</TABLE>
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
-----------------------------------------------------
4/90 4/91 4/92 4/93 4/94
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
THE ALPINE GROUP, INC................................................. $ 100 $ 167 $ 305 $ 443 $ 238
AMEX MARKET VALUE INDEX............................................... 100 105 114 123 127
PEER GROUP............................................................ 100 101 109 111 128
<CAPTION>
4/95
---------
<S> <C>
THE ALPINE GROUP, INC................................................. $ 186
AMEX MARKET VALUE INDEX............................................... 139
PEER GROUP............................................................ 103
</TABLE>
- ------------------------
*$100 INVESTED ON 4/30/90 IN STOCK OR INDEX -- INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING APRIL 30.
CERTAIN TRANSACTIONS
Effective as of April 21, 1994, Adience, which became a subsidiary of the
Company in December 1994, entered into an advisory agreement (the "Advisory
Agreement") with Steib & Company ("Steib"), a New York general partnership in
which Steven S. Elbaum and Bragi F. Schut, officers and directors of the
Company, are general partners and hold a majority interest. Pursuant to the
Advisory Agreement, Steib provided business, financial and strategic advice and
planning, and, where necessary, personnel to implement the same, in connection
with, among other things, mergers and acquisitions, dispositions, financings and
refinancings. Adience agreed to pay Steib a fixed monthly fee of
10
<PAGE>
$20,000 in consideration of such services. The nature and type of services
performed by Steib under the Advisory Agreement were subject to the approval and
supervision of the Board of Directors, the Chairman of the Board and the
President of Adience. Adience paid Steib $247,000 pursuant to the terms of the
Advisory Agreement. In addition to the fixed monthly fee, Adience granted to
Steib stock options to purchase an aggregate of 1,275,000 shares of common stock
of Adience at an exercise price of $1.25 per share, which options were to vest
and required exercise annually in equal amounts over a three-year period
beginning on April 21, 1995.
In March 1994, Steib purchased 5.8% of the outstanding shares of common
stock of Adience at a price 20% higher than that paid by the Company for its
purchase of 4.9% of the outstanding shares of common stock of Adience in
December 1993. In January 1995, following the completion of the Company's
purchase of a further 82.3% of the outstanding shares of common stock of
Adience, including the shares of common stock of Adience owned by Steib, the
Company reimbursed Steib in the amount of $923,000 for costs incurred by Steib
in connection with its investment in common stock of Adience. In connection with
these transactions, Adience terminated the Advisory Agreement with Adience and
surrendered the options to purchase common stock of Adience described above.
As of April 30, 1995, Steven S. Elbaum, Chairman and Chief Executive Officer
of the Company, owed the Company approximately $314,000, consisting primarily of
the remaining balance of a $373,000 loan made by the Company to finance Mr.
Elbaum's exercise of employee stock options. The indebtedness, which remained
outstanding at April 30, 1995, bears interest at the prime rate plus one half
percentage point (as to $300,000) and the prime rate (as to $14,000).
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Based solely on a review of the reports and representations furnished to the
Company during the last fiscal year, the Company believes that each of the
persons required to file reports under Section 16(a) of the Securities Exchange
Act of 1934 (the "Exchange Act") is in compliance with all applicable filing
requirements, except that Steven S. Elbaum, Bragi F. Schut and Randolph Harrison
each failed to file on a timely basis one required report with respect to one
transaction during the 1995 fiscal year.
PROPOSAL II: AMENDMENT TO THE COMPANY'S 1984 RESTRICTED STOCK PLAN
The Company's Board of Directors has determined that additional shares of
Common Stock should be made available for the purpose of making grants of
restricted stock to certain executive officers of the Company in satisfaction of
the Company's obligations under their respective employment agreements and to
other existing and future employees and officers of the Company as an incentive
to promote and further the Company's business. Accordingly, the Board has
unanimously approved, subject to stockholder approval, an amendment to the
Company's 1984 Restricted Stock Plan (the "Plan"), to increase the maximum
number of shares of Common Stock available for grant thereunder from 350,000
shares to 600,000 shares. Section 10 of the Plan requires that stockholders of
the Company approve any amendment to the Plan that increases the maximum number
of shares of Common Stock available for grant under the Plan. If the amendment
to the Plan is not approved by the stockholders of the Company, the grant of
shares under the Plan to the Company's executive officers and certain other
employees pursuant to their respective employment agreements will be cancelled
and the Company will reevaluate how it will meet its obligations under those
agreements and how it will provide incentives to existing and future employees
and officers of the Company.
SUMMARY OF THE PLAN
The following is a brief summary of the Plan as proposed to be amended.
PURPOSE. The purpose of the Plan is to aid the Company and its subsidiaries
in attracting, rewarding and retaining well qualified personnel and to align
further the interests of employees and officers with the interests of the
Company's stockholders.
11
<PAGE>
ELIGIBLE EMPLOYEES. The eligible participants in the Plan are the officers
and other employees of the Company and its subsidiaries, as determined and
designated from time to time by the Company's Compensation Committee in its sole
discretion.
AWARDS UNDER THE PLAN. The Plan provides for the grant of Common Stock with
such restrictions as may be determined by the Company.
ADMINISTRATION. The Plan is administered by the Compensation Committee of
the Board of Directors of the Company.
To the extent not otherwise inconsistent with the Plan, the Compensation
Committee has the authority and discretion to (a) determine the employees to be
granted restricted stock, (b) determine the number of shares granted to each
employee, (c) determine the period during which the restricted stock may not be
transferred, (d) establish other terms and conditions relating to the grant and
(e) amend the Plan to the extent necessary for efficient administration or to
conform it to legal provisions.
MAXIMUM SHARES TO BE AWARDED. The number of shares of the Common Stock
which may be awarded under the Plan may not exceed 600,000 in the aggregate
(subject to antidilution adjustments). To the extent permitted under Rule 16b-3,
any stock granted under the Plan that is returned to the Plan may thereafter be
available for further grants.
RESTRICTED PERIOD. Shares of restricted stock may not be transferred during
the period commencing with the grant date and ending on such date as the
Compensation Committee shall determine, or if earlier, the participant's normal
retirement date. The Compensation Committee has the right to reduce the
restricted period.
FORFEITURE. The Compensation Committee has the right to determine
forfeiture provisions.
FEDERAL INCOME TAX CONSEQUENCES. Generally, at the time the substantial
risk of forfeiture terminates with respect to the Common Stock granted under the
Plan, the then fair market value of the Common Stock will constitute ordinary
income to the participant. However, pursuant to an election under Section 83(b)
of the Internal Revenue Code of 1986, as amended, an individual may include the
value of the Common Stock in his or her gross income in the year of the grant.
Subject to the applicable provisions of the Code, a deduction for federal income
tax purposes will be allowable to the Company in an amount equal to the
compensation realized by the participant.
AMENDMENT. The Board of Directors of the Company may at any time amend the
Plan, provided that no such amendment shall be made without the approval of the
stockholders of the Company to the extent approval is required by applicable
laws, rules or regulations.
GRANT INFORMATION
At April 30, 1995, there were 350,000 shares of Common Stock granted
pursuant to the Plan. In addition, the Company will, subject to approval of the
amendment to the Plan by the stockholders, ratify the fiscal 1994 grant in the
aggregate of 55,662 shares of restricted stock to certain employees of the
Company, including its Chief Executive Officer, pursuant to their respective
employment agreements with the Company and pursuant to the terms of the Plan. No
stock options were granted to the Company's executive officers during the fiscal
year ended April 30, 1995.
VOTING
For purposes of Rule 16b-3 under the Exchange Act, the amendment must be
approved by the affirmative vote of the holders of a majority in voting power of
the shares of the Common Stock, the 9% Preferred Stock and the 8% Preferred
Stock present, or represented, and entitled to vote at the meeting, voting
together as a single class.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT HOLDERS OF THE COMMON
STOCK, THE 9% PREFERRED STOCK AND THE 8% PREFERRED STOCK VOTE FOR THE AMENDMENT
TO THE 1984 RESTRICTED STOCK PLAN.
12
<PAGE>
PROPOSAL III: ADOPTION OF THE COMPANY'S 1994 EMPLOYEE STOCK PURCHASE PLAN
The Company's Board of Directors has determined that it is desirable to
encourage employees of the Company to acquire an equity interest in the
Company's success by making shares of the Common Stock available for purchase by
all employees on favorable terms. Accordingly, the Board has unanimously
approved, subject to stockholder approval, the adoption of the Company's 1994
Employee Stock Purchase Plan (the "ESPP") providing for the grant to employees
of the Company of options to purchase up to 500,000 shares of the Common Stock.
The text of the ESPP is set forth at Appendix A hereto.
SUMMARY OF THE ESPP
The following is a brief summary of the ESPP.
PURPOSE. The purpose of the ESPP is to aid the Company and its subsidiaries
in attracting, compensating and retaining well qualified employees by providing
them with an equity interest in the Company's success.
ELIGIBLE EMPLOYEES. Substantially all employees of the Company, including
executive officers, are eligible to participate in the ESPP unless they have
beneficial interests in more than 5% of the Common Stock. At October 10, 1995
there were approximately 2,400 employees of the Company eligible to participate
in the ESPP.
OPTIONS UNDER THE ESPP. The ESPP provides for the grant on a quarterly
basis of options to purchase the Common Stock with up to 25% of each employee's
pay during such quarter, but in no event may the fair market value of the option
shares subject to the grant on the first day of the quarter exceed $6,250.
Participants must make an irrevocable election to exercise options before the
start of each calendar quarter and all options expire at the end of each
calendar quarter.
ADMINISTRATION. The ESPP is administered by the Compensation Committee of
the Board of Directors of the Company.
To the extent not otherwise inconsistent with the ESPP, the Compensation
Committee has the authority and discretion to amend the terms of future grants
under the ESPP and to terminate further grants under the ESPP.
HOLDING PERIOD. Delivery of the shares acquired upon exercise of each
option may be delayed by a period of up to 60 days from the date of exercise, as
determined by the Compensation Committee.
MAXIMUM SHARES TO BE AWARDED. The number of shares of the Common Stock with
respect to which options may be granted under the ESPP may not exceed 500,000 in
the aggregate (subject to antidilution adjustments). To the extent permitted
under Rule 16b-3, any stock granted under the ESPP that is returned to the ESPP
may thereafter be available for further grants.
EXERCISE PRICE OF OPTIONS. The price at which employees may exercise
options will be the lesser of (i) 85% of the fair market value of the Common
Stock on the date prior to the first day of each quarter or (ii) 85% of the fair
market value of the Common Stock on the last day of that quarter.
RESTRICTIONS ON TRANSFER. Options under the ESPP may not be transferred by
an employee other than by will or by the laws of descent and distribution and
may be exercised during the employee's lifetime only by the employee.
FEDERAL INCOME TAX CONSEQUENCES. The ESPP is intended to comply with the
requirements of Section 423 of the Internal Revenue Code of 1986, as amended. As
such, neither the grant of options under the ESPP nor the exercise of the
options by employees will have any federal income tax consequences to either the
Company or the employee.
AMENDMENT. The Board of Directors of the Company may at any time amend the
ESPP, provided that no such amendment shall be made without the approval of the
stockholders of the Company to the extent approval is required by applicable
laws, rules or regulations.
13
<PAGE>
VOTING
For purposes of Rule 16b-3 under the Exchange Act, the ESPP must be approved
by the affirmative vote of the holders of a majority in voting power of the
shares of the Common Stock, the 9% Preferred Stock and the 8% Preferred Stock
present, or represented, and entitled to vote at the meeting, voting together as
a single class.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT HOLDERS OF THE COMMON
STOCK, THE 9% PREFERRED STOCK AND THE 8% PREFERRED STOCK VOTE FOR THE ADOPTION
OF THE 1994 EMPLOYEE STOCK PURCHASE PLAN.
PROPOSAL IV: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Arthur Andersen LLP, independent
certified public accountants, to audit the books and records of the Company for
the current fiscal year. The affirmative vote of the holders of a majority in
voting power of the shares of the Common Stock, the 9% Preferred Stock and the
8% Preferred Stock present, or represented, and entitled to vote at the meeting,
voting as a single class, will be required to ratify the appointment of Arthur
Andersen LLP as independent certified public accountants of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS OF THE COMPANY
RATIFY SUCH APPOINTMENT.
Representatives of Arthur Andersen LLP are expected to be available at the
meeting of stockholders to respond to appropriate questions and will be given
the opportunity to make a statement if they desire to do so.
PROPOSAL V: OTHER MATTERS
The Company's Board of Directors does not know of any other matters which
may be brought before the meeting. However, if any such other matters are
properly presented for action, it is the intention of the persons named in the
accompanying form of proxy to vote the shares represented thereby in accordance
with their judgment on such matters.
MISCELLANEOUS
It is important that proxies be returned promptly. Stockholders who do not
expect to attend the meeting in person are urged to mark, sign and date the
accompanying proxy and mail it in the enclosed return envelope, which requires
no postage if mailed in the United States, so that their votes can be recorded.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the next Annual Meeting of
Stockholders of the Company must be received by the Company by April 30, 1996 in
order to be considered for inclusion in the Company's proxy statement relating
to such meeting.
By Order of the Board of Directors,
Bragi F. Schut
SECRETARY
New York, New York
October 13, 1995
14
<PAGE>
APPENDIX A
THE ALPINE GROUP, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN
500,000 SHARES
1. PURPOSE
The purpose of the Employee Stock Purchase Plan (the "Plan") of The Alpine
Group, Inc. and its subsidiaries (the "Company") is to attract, compensate and
retain well qualified employees by providing them with an equity interest in the
Company's success.
2. STOCK SUBJECT TO THE PLAN
The Company may issue and sell a total of 500,000 shares of its common
stock, par value $.10 per share (the "Common Stock"), pursuant to the Plan. Such
shares may be either authorized but unissued shares or treasury shares and may
include shares that have been subject to unexercised options under the Plan,
whether such options have terminated or expired by their terms, by cancellation
or otherwise.
3. ADMINISTRATION
The Plan shall be administered by a committee (the "Committee") of the Board
of Directors of the Company consisting of two or more directors who are
"disinterested persons" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934 (the "Exchange Act"). The Committee shall have the power
and authority as may be necessary to carry out the provisions of the Plan,
including the interpretation and construction of the Plan and the option grants
made under the Plan, the adoption of such rules and regulations as it may deem
advisable, the amendment with respect to the terms of future option grants under
the Plan and the termination of further option grants under the Plan.
4. ELIGIBILITY
Options under the Plan shall be granted only to employees of the Company.
All full-time employees of the Company are eligible to receive option grants and
all employees granted options under the Plan shall have the same rights and
privileges. Notwithstanding the foregoing, (i) no employee shall be granted an
option if such employee, immediately after the option is granted, owns stock
possessing 5% or more of the total combined voting power or value of all classes
of stock of the Company, within the meaning of Section 423(b)(3) of the Internal
Revenue Code of 1986, as amended (the "Code") and (ii) no employee shall be
granted an option which permits his rights to purchase stock under the Plan to
accrue at a rate which exceeds $6,250 of the fair market value of such stock
(determined at the time such option is granted) for each calendar quarter in
which such option is outstanding at any time. As used herein, full-time
employees shall not be deemed to include (i) employees whose customary
employment is 20 hours or less per week or (ii) employees whose customary
employment is for not more than 5 months in any calendar year.
5. ENROLLMENT
Each eligible employee of the Company desiring to exercise an option granted
under the Plan for any Option Period (as such term is defined below) shall
before the first day of such Option Period submit to the Company an enrollment
form specifying the percentage, in whole percentage amounts from 1% to the
maximum percentage determined by the Committee, of his or her pay to be deducted
and withheld for payment of the shares to be purchased upon exercise of such
option. The Company shall deduct and withhold from each employee's pay the
amount determined in accordance with such enrollment form and the limitations of
eligibility and shall be under no obligation to segregate such amounts from the
Company's other working capital.
6. OPTION GRANTS
With respect to each calendar quarter (each "Option Period") and until such
time as the Committee may in its sole discretion amend the terms of the option
grants or terminate further option grants
<PAGE>
6. OPTION GRANTS (CONTINUED)
under the Plan, all eligible employees of the Company shall, on the first day of
such Option Period (the "Date of Grant"), be granted an option to purchase the
Common Stock, each such option to be subject and pursuant to the following terms
and conditions:
(a) OPTION TERM. The term of each option shall be from the Date of
Grant to the last day of such Option Period (the "Date of Expiration").
(b) OPTION PRICE. The purchase price per share for each option (the
"Option Price") shall be the lesser of (i) 85% of the fair market value of
the Common Stock on the date prior to the Date of Grant or (ii) 85% of the
fair market value of the Common Stock on the Date of Expiration. As used
herein, the fair market value of the Common Stock on any date shall be (i)
the most recent closing price thereof on the American Stock Exchange or the
New York Stock Exchange, whichever exchange on which the Common Stock is
then admitted to trading, or otherwise on the NASDAQ National Market System
if then quoted thereon and (ii), if no such closing price is available, the
value as determined in good faith by the Board of Directors of the Company.
(c) NUMBER OF OPTION SHARES. The number of shares subject to each
option shall, within the limitations of eligibility, be the whole number
equal to (i) up to 25% of each employee's total compensation during such
Option Period, as such percentage shall be determined by the Committee prior
to the Date of Grant, divided by (ii) the Option Price.
(d) EXERCISE. Each option shall be exercised on the Expiration Date
and each employee enrolling in the Plan with respect to each Option Period
shall be deemed to have made an irrevocable election to exercise such option
to the extent of, and only to the extent of, the whole number of shares that
can be purchased with the amount such employee has had deducted and withheld
from his or her pay for such Option Period. Any amount not applied to such
exercise shall be applied to the subsequent Option Period or returned to the
employee.
(e) DELIVERY OF THE SHARES. Delivery of the shares purchased upon
exercise of each option shall be made by the Company 60 days after the Date
of Expiration, or such shorter period of time as the Committee may
determine, provided, however, that the Company may retain stock certificates
issued to each employee until such time as the employee requests delivery of
such certificates. Notwithstanding the foregoing, delivery of shares
purchased upon exercise of an option by an employee who is subject to
Section 16 of the Exchange Act shall, unless such employee has made an
irrevocable election to exercise the option no later than the date six
months prior to the Date of Expiration, be made no earlier than the date six
months after the Date of Grant.
(f) TERMINATION OF EMPLOYMENT. In the event an employee's employment
with the Company terminates for any reason other than the employee's death,
any option held by such employee shall forthwith terminate and the amount
deducted and withheld from his or her pay shall be forthwith returned to the
employee. In the event of an employee's death, the employee's option shall
be exercised in accordance with the terms of the Plan.
7. RIGHTS AS A STOCKHOLDER
Until such time as each option has been exercised and the shares acquired
thereby have been issued to the employee pursuant to such exercise, the employee
shall have no rights as a stockholder with respect to the shares of the Common
Stock subject to the option.
8. NONTRANSFERABILITY OF THE OPTION
Any option granted under the Plan may not be assigned or transferred except
by will or by the laws of descent and distribution and is exercisable during the
life of the employee only by the employee.
2
<PAGE>
9. COMPLIANCE WITH SECURITIES LAWS
If the shares to be issued upon exercise of any option granted under the
Plan have not been registered under the Securities Act of 1933 and any
applicable state securities laws, the Company's obligation to issue such shares
shall be conditioned upon receipt of a representation in writing that the
employee is acquiring such shares for his or her own account and not with a view
to the distribution thereof and the certificate representing such shares shall
bear a legend in such form as the Company's counsel deems necessary or
desirable. In no event shall the Company be obligated to issue any shares
pursuant to the exercise of an option if, in the opinion of the Company's
counsel, such issuance would result in a violation of any federal or state
securities laws.
10. STOCK ADJUSTMENTS
(a) In the event of a stock dividend, stock split, recapitalization, merger
in which the Company is the surviving corporation or other capital adjustment
affecting the outstanding shares of the Common Stock, an appropriate adjustment
shall be made, as determined by the Board of Directors of the Company, to the
number of shares subject to the Plan and the exercise price per share with
respect to any option granted under the Plan.
(b) In the event of the complete liquidation of the Company or of a
reorganization, consolidation or merger in which the Company is not the
surviving corporation, any option granted under the Plan shall continue in full
force and effect unless either (i) the Board of Directors of the Company
modifies such option so that it is fully exercisable with respect to all of the
shares subject thereto prior to the effective date of such transaction or (ii)
the surviving corporation issues or assumes a stock option contemplated by
Section 424(a) of the Code.
11. EFFECTIVENESS OF THE PLAN
The Plan has been adopted by resolution of the Board of Directors of the
Company and shall become effective upon the approval by the affirmative votes of
the holders of a majority of the voting securities of the Company present, or
represented, and entitled to vote at a meeting duly held in accordance with the
applicable laws of the State of Delaware.
12. AMENDMENT OF THE PLAN
The Committee or the Board of Directors of the Company may at any time
alter, amend, suspend or terminate the Plan in whole or in part, provided,
however, that (i) the provisions of the Plan governing the terms of each option
grant shall not be amended more than once every six months, other than to
comport with changes in the Code, the Employee Retirement Income Security Act or
the rules thereunder and (ii) any amendment that would be deemed material for
purposes of Rule 16b-3 under the Exchange Act shall become effective only upon
approval of security holders as required thereby.
3
<PAGE>
THE ALPINE GROUP, INC.
1790 BROADWAY
NEW YORK, NEW YORK 10019-1412
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Steven S. Elbaum and Bragi F. Schut, and
each of them, as Proxies each with the power to appoint his substitute and
hereby authorizes them to represent and to vote, as designated below, all of the
shares of Capital Stock of The Alpine Group, Inc. held of record by the
undersigned on October 10, 1995 at the Annual Meeting of Stockholders to be held
on November 16, 1995 or any adjournments or postponements thereof.
<TABLE>
<S> <C> <C>
1. ELECTION OF SIX DIRECTORS
Nominees: Kenneth G. Byers, Jr., Steven S. Elbaum, Randolph Harrison, Ernest C. Janson, Jr., James R. Kanely, Bragi F.
Schut
STOCKHOLDERS MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE BY DRAWING A LINE THROUGH OR OTHERWISE STRIKING OUT THE NAME
OF SUCH NOMINEE. ANY PROXY EXECUTED IN SUCH MANNER AS NOT TO WITHHOLD AUTHORITY TO VOTE FOR THE ELECTION OF ANY NOMINEE
SHALL BE DEEMED TO GRANT SUCH AUTHORITY.
/ / GRANT authority to vote for the the six nominees as a / / WITHHOLD authority to vote for six nominees as a group
group
2. Approval and adoption of an amendment to the Company's 1984 Restricted Stock Plan increasing the maximum number of
shares of the Company's Common Stock available thereunder for issuance from 350,000 to 600,000 shares
/ / FOR / / AGAINST / / ABSTAIN
3. Approval and adoption of the Company's 1994 Employee Stock Purchase Plan providing for the issuance of up to 500,000
shares of the Company's Common Stock
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
4. Ratification of the appointment of Arthur Andersen LLP as the independent certified public accountants of the Company
/ / FOR / / AGAINST / / ABSTAIN
5. Authority to vote in their discretion on such other business as may properly come before the meeting
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for each of the proposals named above.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
Dated ______________________, 1995
__________________________________
(Signature)
____________________________________
(Signature if held jointly)
Please sign exactly as name
appears hereon. When shares are
held by joint tenants, both should
sign. When signing as attorney,
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
