<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A-1
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED APRIL 30, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-9078
------------------------
THE ALPINE GROUP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 22-1620387
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
1790 BROADWAY
NEW YORK, NEW YORK 10019-1412
(Address of principal (Zip code)
executive offices)
</TABLE>
Registrant's telephone number, including area code 212-757-3333
------------------------
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
- ------------------ -----------------------------
<S> <C>
Common Stock, par value $.10 per share......................... American Stock Exchange
13 1/2% Senior Subordinated Debentures due 1996................ American Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None
------------------------
Indicate by check mark whether the registrant (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 ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
At July 24, 1995, the registrant had 17,742,362 shares of common stock, par
value $.10 per share, outstanding, and the aggregate market value of the
outstanding shares of voting stock held by non-affiliates of the registrant on
such date was $74,946,134.
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<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The Board of Directors of Alpine 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.
<TABLE>
<CAPTION>
YEAR
FIRST ELECTED POSITION WITH ALPINE
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 Alpine in November 1993.
Steven S. Elbaum........... 46 1980 Chairman of the Board of Directors and Chief Executive Officer of
Alpine since 1984. He is also a director of Brandon Systems, Inc., and
American Drug Company.
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 Alpine 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 Alpine 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., and American Drug Company.
Bragi F. Schut............. 54 1983 Executive Vice President of Alpine since 1986.
</TABLE>
BOARD AND COMMITTEE MEETINGS
During the fiscal year ended April 30, 1995, the Board held 5 meetings. Each
of the nominees (Messrs. Byers, Elbaum, Harrison, Kanely, Janson and Schut)
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 Alpine,
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 Alpine's 1987 Long-Term Equity
<PAGE>
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 2 meetings.
The present members of the Audit Committee are Messrs. Byers, Janson and
Lewis. The Audit Committee's principal functions are to review Alpine's annual
and periodic financial statements, to examine and consider matters relating to
the administration and audit of Alpine's accounts and its financial affairs, to
recommend the employment of outside auditors and to meet with Alpine's personnel
as it deems appropriate to carry out its functions. The Audit Committee met
twice during the fiscal year ended April 30, 1995.
EXECUTIVE OFFICERS
Set forth below is certain information regarding the executive officers of
Alpine.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH ALPINE
- --------------------------- --- --------------------------------------------------------------------------------
<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 and into Alpine 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 Alpine in November 1993.
Alan J. Nickerson.......... 45 Senior Vice President from November 1993 until June 1995, Chief Financial
Officer from 1990 to November 1993, Treasurer from 1990 to January 1994 and
Chief Financial Officer of Alpine's former Industrial Products and Services
Group prior to 1990.
</TABLE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Based solely on a review of the reports and representations furnished to
Alpine during the last fiscal year, Alpine 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.
2
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to
compensation awarded to, earned by or paid during each of Alpine's three fiscal
years ended April 30, 1995 to Alpine's Chief Executive Officer and to each of
the most highly compensated executive officers of Alpine other than the Chief
Executive Officer. No stock options were granted to Alpine's executive officers
during the fiscal year ended April 30, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION (1) COMPENSATION AWARDS
--------------------------------- --------------------
NAME AND FISCAL RESTRICTED OPTION
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 1994 256,785 125,000 $1,350,000 30,000 6,560
Executive Officer 1993 200,483 107,640 -- 80,000 --
James R. Kanely (4) 1995 $ 252,684 $ 150,000 -- -- $ 64,475
President and Chief 1994 116,081 57,292 270,000 100,000 45,079
Operating Officer
Bragi F. Schut 1995 $ 172,000 $ 75,000(2) -- -- $ 29,115
Executive Vice 1994 165,532 60,000 250,000 15,000 15,772
President
and Secretary 1993 144,965 55,000 -- 50,000 3,349
David S. Aldridge (4) 1995 $ 163,976 $ 60,000(2) -- -- $ 45,625
Chief Financial 1994 69,927 30,000 342,500 50,000 4,133
Officer
Alan J. Nickerson 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
<FN>
- ------------------------------
(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 bonuses reflected in the above table represent 50 percent of
the bonus amount approved by the Compensation Committee. The remaining 50
percent of the bonus was contingent upon completion of Alpine's
acquisition of the US and Canadian copper wire and cable business of
Alcatel N.A. Cable Systems, Inc. and Alcatel Canada Wire, Inc. Such
transaction was completed in early fiscal 1996.
(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 the 1994 fiscal year), 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 Alpine's 1984 Restricted Stock Plan.
</TABLE>
<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 $ 147,730
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>
3
<PAGE>
<TABLE>
<S> <C>
(4) The amounts set forth include (i) matching contributions made by Alpine
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 ($59,555 and $10,258,
respectively) and (iii), with respect to Messrs. Kanely and Schut, the net
present value of the vested portion ($61,317 and $33,398, respectively) of
an annuity Alpine has agreed to pay to each individual in fifteen equal
annual installments ($34,700 and $18,900, respectively) starting when each
individual reaches the age of 60 (iv) with respect to Messers Kanely and
Aldridge ($22,653.95 and $39,305.20 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 Alpine on November 10, 1993.
</TABLE>
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 FISCAL
YEAR NUMBER OF SHARES
---------------------------- UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
VALUE OPTIONS IN-THE- MONEY OPTIONS (2)
NUMBER OF REALIZED -------------------------- --------------------------
NAME SHARES ACQUIRED (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.......... -- -- 206,800 5,000 $ 206,800 --
<FN>
- ------------------------
(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.
</TABLE>
COMPENSATION OF DIRECTORS
Directors who are not employees of Alpine or otherwise compensated by Alpine
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 Alpine, a retirement
benefit of $10,000 per year for 15 years. At each director's election,
directors' fees may be payable in shares of 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, 1994, Alpine had aggregate accrued
directors' fees of $55,000, which will be satisfied in shares of the Common
Stock.
EMPLOYMENT AGREEMENTS
Alpine 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
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 Alpine'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, the agreement by
Alpine to pay Messrs. Kanely and Schut the fifteen-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 Alpine.
4
<PAGE>
Each employment agreement is for a term ending upon the occurrence of any of
the following events: (i) notification by the executive or Alpine to the other
that it desires to terminate the employment agreement, (ii) the death or
disability of the executive, (iii) termination by Alpine for "cause" and (iv)
termination by the executive for "good reason." "Good reason" includes a change
of control of Alpine (defined to mean the acquisition by a person or entity of
20% of Alpine's voting stock) followed by a change of the executive's
responsibilities or a termination by Alpine of the executive's employment. In
the event an executive terminates his employment for "good reason," he is
entitled to receive a severance payment equal to two times (three times with
respect to Mr. Elbaum and one and one half times with respect to Mr. Aldridge)
his annual bonus and salary 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 Alpine or its subsidiaries. The principal
functions of the Compensation Committee are to administer Alpine'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 Alpine 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 Alpine'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 Alpine's business strategy and
ultimately to drive the creation of stockholder value.
1995 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER AND OTHER EXECUTIVE OFFICERS
During the 1995 fiscal year, the executive officers of Alpine, 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 Alpine performance, including (i) the increase in
annualized revenues, operation income and improvement in cash flow, (ii) the
acquisition of Adience, Inc. ("Adience") and the acquisition of assets
significantly strengthening Alpine's copper telephone wire and cable business,
(iii) the strengthening of Alpine's balance sheet and liquidity, (iv) the
acquisition of the US and Canadian copper wire and cable business of Alcatel NA
Cable Systems, Inc. and Alcatel Canada Wire, Inc., (v) the decline in the market
price per share of the
5
<PAGE>
Common Stock and (vi) the restructuring of Alpine resulting from the merger of
Alpine'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 Inc.) to stockholders of Alpine. 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
6
<PAGE>
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the cumulative
total stockholder return on the Common Stock for each of Alpine'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 Alpine. Alpine 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 Alpine. 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 GROUPS
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
4-90 4-91 4-92 4-93 4-94 4-95
<S> <C> <C> <C> <C> <C> <C>
ALPINE GROUP $ 100 $ 167 $ 305 $ 443 $ 238 $ 186
AMEX MKT VALUE 100 105 114 123 127 139
NEW PEER GROUP 100 101 109 111 128 103
OLD PEER GROUP 100 182 157 188 172 148
</TABLE>
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
----------------------------------------------------------------
4/90 4/91 4/92 4/93 4/94 4/95
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
THE ALPINE GROUP, INC............................................. $ 100 $ 167 $ 305 $ 443 $ 238 $ 186
AMEX MARKET VALUE INDEX........................................... 100 105 114 123 127 139
NEW PEER GROUP.................................................... 100 101 109 111 128 103
OLD PEER GROUP.................................................... 100 182 157 188 172 148
<FN>
- ------------------------
* $100 INVESTED ON 4/30/90 IN STOCK OR INDEX-INCLUDING REINVESTMENT OF DIVI-
DENDS. FISCAL YEAR ENDING APRIL 30.
</TABLE>
7
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
<TABLE>
<CAPTION>
8%
PREFERRED
COMMON STOCK 9% PREFERRED STOCK STOCK
------------------------- ----------------------- -----------
NUMBER OF PERCENT OF NUMBER OF PERCENT OF NUMBER OF
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES CLASS SHARES CLASS SHARES
- ------------------------------------------------------------ ----------- ------------ --------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Steven S. Elbaum ........................................... 1,591,214(1) 9.0% -- -- 99
1790 Broadway
New York, NY 10019-1412
Hermes Imperial Investments, L.P. .......................... 1,424,231 8.0 % -- -- 160,000
237 Park Avenue
Ninth Floor
New York, NY 10017
Herbert T. Kerr ............................................ -- -- -- -- 35,905
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
The Oregon Equity Fund ..................................... -- -- -- -- --
c/o Froley, Revy Investment Co., Inc.
10900 Wilshire Boulevard
Los Angeles, CA 90024-6594
Kenneth G. Byers, Jr........................................ 526,963 (2) 3.0 %
Ernest C. Janson, Jr........................................ 26,000 *
Randolph Harrison........................................... 55,877 *
Bragi F. Schut.............................................. 475,886 (3) 2.6 %
James R. Kanely............................................. 346,111 (4) 1.9 %
John C. Jansing............................................. 196,333 (5) 1.1 %
Gene E. Lewis............................................... 39,366 (6) * 99
David S. Aldridge........................................... 120,898 (7) *
All directors and executive officers as a group............. 3,378,651 (8) 19.0 %
<CAPTION>
PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER CLASS
- ------------------------------------------------------------ ------------
<S> <C>
Steven S. Elbaum ........................................... *
1790 Broadway
New York, NY 10019-1412
Hermes Imperial Investments, L.P. .......................... 56.9 %
237 Park Avenue
Ninth Floor
New York, NY 10017
Herbert T. Kerr ............................................ 12.8 %
Pamtom Farm
Vaughn Road
Hudson Falls, NY 12839
Financial Strategic Portfolios, Inc. ....................... --
Technology Portfolio
7800 E. Union Avenue
Denver, CO 80237
Connecticut Innovations, Inc ............................... --
845 Brook Street
Rocky Hill, CT 06067
Patrick W. Allender ........................................ --
5 Holly Leaf Court
Bethesda, MD 20817
The Oregon Equity Fund ..................................... --
c/o Froley, Revy Investment Co., Inc.
10900 Wilshire Boulevard
Los Angeles, CA 90024-6594
Kenneth G. Byers, Jr........................................
Ernest C. Janson, Jr........................................
Randolph Harrison...........................................
Bragi F. Schut..............................................
James R. Kanely.............................................
John C. Jansing.............................................
Gene E. Lewis............................................... *
David S. Aldridge...........................................
All directors and executive officers as a group.............
<FN>
- ------------------------------
* Less than one percent
(1) Includes (i) 385,000 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 Alpine's 1984
Restricted Stock Plan.
(2) Includes 361 shares held by Mr. Byers' wife, with respect to which shares
Mr. Byers disclaims beneficial ownership.
(3) Includes (i) 147,500 shares issuable upon exercise of certain stock
options, (ii) 11,316 shares currently issuable upon conversion of Alpine'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 73,035 shares issuable upon exercise of certain stock options.
(5) Includes 25,000 shares issuable upon exercise of certain stock options.
(6) Includes 35,500 shares issuable upon exercise of certain stock options.
(7) Includes (i) 42,060 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 Alpine's 1984 Restricted Stock Plan.
</TABLE>
8
<PAGE>
<TABLE>
<S> <C>
(8) Includes (i) 883,005 shares issuable upon exercise of certain stock
options, (ii) 11,316 shares currently issuable upon conversion of Alpine's
Convertible Senior Subordinated Notes, (iii) 3,926 shares with respect to
which the officers and directors disclaim beneficial ownership and (iv)
38,513 shares of restricted stock granted subject to approval by the
stockholders of the amendment to Alpine's 1984 Restricted Stock Plan.
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective as of April 21, 1994, Adience, which became a subsidiary of Alpine
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 Alpine, 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 $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. 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 Alpine 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 Alpine'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, Alpine 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 Steib and surrendered the options to
purchase common stock of Adience described above. Adience paid Steib $247,000
pursuant to the terms of the Advisory Agreement.
As of April 30, 1995, Steven S. Elbaum, Chairman and Chief Executive Officer
of Alpine, owed Alpine approximately $314,000 consisting primarily of the
remaining balance of a $373,000 loan made by Alpine 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).
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of 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.
THE ALPINE GROUP, INC.
Dated: August 28, 1995 By: /s/ STEVEN S. ELBAUM
-----------------------------------
Steven S. Elbaum
Chairman of the Board and
Chief Executive Officer
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