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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE ALPINE GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-1620387
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1790 BROADWAY
NEW YORK, NEW YORK 10019
(212) 757-3333
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
BRAGI F. SCHUT
THE ALPINE GROUP, INC.
1790 BROADWAY
NEW YORK, NEW YORK 10019
(212) 757-3333
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
HENRY O. SMITH III, ESQ.
PROSKAUER ROSE GOETZ & MENDELSOHN LLP
1585 BROADWAY
NEW YORK, NEW YORK 10036
(212) 969-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement has been declared effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11 (a)(1)
of this form, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price aggregate registration
per unit (1) offering price (1) fee
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<S> <C> <C> <C> <C>
8% Cumulative Convertible 160,000 shares $5.06 $5,221,920 $1,800.66
Senior Preferred Stock,
par value $1.00 pershare(2)
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
and based on the number of shares of common stock, par value $.10 per
share, of The Alpine Group, Inc. currently issuable upon conversion
of the 8% Cumulative Convertible Senior Preferred Stock.
(2) This Registration Statement also covers an indeterminate number of shares
of common stock, par value $.10 per share, of the The Alpine Group, Inc. as
may be issuable upon conversion of the 8% Cumulative Convertible Preferred
Stock, including such additional shares as may be issuable as a result of
adjustments to the conversion rate. See "Description of Capital Stock--
Preferred Stock" in the Prospectus contained in this Registration
Statement. No registration fee is payable with respect to the Common Stock
as they will be issued for no additional consideration.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
THE ALPINE GROUP, INC.
CROSS-REFERENCE SHEET
(PURSUANT TO ITEM 501(B) OF REGULATION S-K SHOWING LOCATION
IN PROSPECTUS OF INFORMATION REQUIRED BY ITEMS IN FORM S-2)
CAPTION OR LOCATION IN
FORM S-2 ITEM NUMBER AND CAPTION PROSPECTUS
-------------------------------- ----------------------
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus . . Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages
of Prospectus. . . . . . . . . . . . . . . Inside Front Cover Page;
Available Information; Outside
Back Cover Page
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges . . . . . . . Prospectus Summary; Risk
Factors; Ratio of Earnings to
Combined Fixed Charges and
Preferred Stock Dividends
4. Use of Proceeds. . . . . . . . . . . . . . Use of Proceeds
5. Determination of Offering Price. . . . . . Not Applicable
6. Dilution . . . . . . . . . . . . . . . . . Not Applicable
7. Selling Security Holders . . . . . . . . . Selling Stockholder
8. Plan of Distribution . . . . . . . . . . . Plan of Distribution
9. Description of Securities to be Registered Outside Front Cover Page;
Description of Capital Stock
10. Interests of Named Experts and Counsel . . Not Applicable
11. Information with Respect to the
Registrant . . . . . . . . . . . . . . . . Incorporation of Certain
Documents by Reference;
Available Information; Annex I
12. Incorporation of Certain Information
by Reference . . . . . . . . . . . . . . . Incorporation of Certain
Documents by Reference;
Available Information
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities. . . . . . . . . . . . . . . . Not Applicable
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Subject to Completion, Dated October 30, 1995
PROSPECTUS
160,000 SHARES
THE ALPINE GROUP, INC.
8% CUMULATIVE CONVERTIBLE SENIOR PREFERRED STOCK, PAR VALUE $1.00 PER SHARE
The 8% Cumulative Convertible Senior Preferred Stock, par value $1.00
per share (the "8% Preferred Stock"), of The Alpine Group, Inc., a Delaware
corporation ("Alpine" or the "Company"), offered hereby is being sold by a
selling stockholder (the "Selling Stockholder"). The Company will not receive
any portion of the proceeds from the sale of the shares being offered hereby.
The Selling Stockholder directly, or through agents designated from time to
time, may sell from time to time all or part of the 8% Preferred Stock in
amounts and on terms to be determined at the time of sale. The Selling
Stockholder will pay or assume any sales or brokerage commissions applicable to
such transactions and their attorneys' fees and disbursements in respect
thereof. The Company will pay all expenses incident to the registration of the
8% Preferred Stock under the Securities Act of 1933, as amended (the "Securities
Act"). The Selling Stockholder and brokers who execute orders on its behalf may
be deemed underwriters as that term is used in Section 2(11) of the Securities
Act, and a portion of the proceeds of sales and commissions therefor may be
deemed underwriting compensation for purposes of the Securities Act.
Each share of 8% Preferred Stock has a liquidation value of $50 per
share, is convertible into 6.45 shares of Common Stock (subject to adjustment
under certain circumstances), ranks junior to the Company's 9% Cumulative
Convertible Senior Preferred Stock, par value $1.00 per share (the "9% Senior
Preferred Stock"), senior to the Company's 9% Cumulative Convertible Preferred
Stock, par value $1.00 per share (the "9% Preferred Stock"), and any other
series of preferred stock of the Company created after the issuance of the 8%
Preferred Stock, and senior to the Company's Common Stock, par value $.10 per
share (the "Common Stock"), with respect to dividend rights and rights upon
liquidation, winding up and dissolution, and bears an annual dividend equal to
8% of the liquidation value. The Company may redeem shares of 8% Preferred
Stock at $50 per share, plus accrued but unpaid dividends, if any, at any time
after December 21, 1997. The 8% Preferred Stock has 6.45 votes per share
(subject to adjustment under certain circumstances), voting as a single class
with the 9% Senior Preferred Stock and Common Stock on all matters submitted
to stockholders.
This Prospectus also covers an indeterminate number of shares of
Common Stock as may be issuable upon conversion of the 8% Preferred Stock,
including such additional shares as may be issuable as a result of adjustments
to the conversion rate. See "Description of Capital Stock--Preferred Stock."
PURCHASE OF THE 8% PREFERRED STOCK OFFERED HEREBY INVOLVES A HIGH
DEGREE OF RISK. FOR CERTAIN CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE 8%
PREFERRED STOCK, SEE "RISK FACTORS" BEGINNING ON PAGE 4.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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The date of this Prospectus is October __, 1995.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by the Company with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's regional offices at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661; and Seven World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material may be
obtained from the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates.
The Company has filed with the Commission a Registration Statement on
Form S-2 (the "Registration Statement") under the Securities Act with respect to
the 8% Preferred Stock offered hereby. This Prospectus does not contain all of
the information set forth in the Registration Statement and the exhibits and
schedules filed as a part thereof, as permitted by the Rules and Regulations of
the Commission. For further information with respect to the Company and the 8%
Preferred Stock, reference is hereby made to such Registration Statement,
including the exhibits and schedules filed as a part thereof. Statements
contained in this Prospectus as to the contents of any contract or other
document referred to herein are not necessarily complete and where such contract
or other document is an exhibit to the Registration Statement, each such
statement is qualified in all respects by the provisions of such exhibit, to
which reference is hereby made for a full statement of the provisions thereof.
The Registration Statement, including the exhibits and schedules filed as a part
thereof, may be inspected without charge at the public reference facilities
maintained by the Commission as set forth in the preceding paragraph. Copies of
these documents may be obtained at prescribed rates from the Public Reference
Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
The Common Stock is listed on the American Stock Exchange. Reports,
proxy statements, information statements and other information concerning the
Company can be inspected at the American Stock Exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission are hereby
incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1995, as amended by the Company's Annual Report on Form
10-K/A, dated August 29, 1995, and the Company's Annual Report on
Form 10-K/A-2, dated October 10, 1995 (the "Form 10-K"). The Form
10-K is attached hereto as Annex 1.
2. The Company's Current Report on Form 8-K, as filed with the
Commission on May 26, 1995, as amended by the Company's Current
Report on Form 8-K/A, dated July
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25, 1995, and the Company's Current Report on Form 8-K/A-2, dated
October 10, 1995.
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
July 31, 1995, as amended by the Company's Quarterly Report on Form
10-Q/A, dated September 19, 1995 and the Company's Quarterly Report
on Form 10-Q/A-2, dated October 10, 1995 (the "Form 10-Q").
4. The Company's Current Report on Form 8-K, as filed with the
Commission on October 30, 1995.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which are not included herewith, other than exhibits to such documents.
Requests for such copies should be directed to the Secretary of the Company, The
Alpine Group, Inc., 1790 Broadway, New York, New York 10019, telephone number
(212) 757-3333.
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RISK FACTORS
A PROSPECTIVE INVESTOR SHOULD CAREFULLY CONSIDER ALL OF THE INFORMATION
CONTAINED IN THIS PROSPECTUS AND, IN PARTICULAR, THE FOLLOWING IN DECIDING
WHETHER TO PURCHASE ALPINE'S SECURITIES.
SUBSTANTIAL LEVERAGE
Alpine's businesses are capital intensive and Alpine has incurred or
assumed substantial indebtedness. In the ordinary course of business, Alpine
has incurred and will continue to incur additional indebtedness to fund seasonal
increases in its receivables and inventories and the other requirements of its
businesses. Alpine may incur additional debt in the future. Alpine's ability
to borrow under its existing credit agreement will be dependent upon, among
other things, its ability to maintain a sufficient level of receivables and
inventories. If Alpine is unable to borrow sufficient funds under its existing
credit agreement to finance its business and working capital needs, its business
may be substantially and adversely affected.
The degree to which Alpine is leveraged could have important consequences
to holders of Alpine's Securities, including the following: (i) Alpine's
ability to obtain financing in the future for working capital, capital
expenditures and general corporate purposes may be impaired; (ii) a substantial
portion of Alpine's cash flow from operations will be required to be dedicated
to the payment of interest on its indebtedness; and (iii) a high degree of
leverage may make Alpine more vulnerable to economic downturns and may limit its
ability to withstand competitive pressures.
Alpine believes that, based upon current levels of operations, it will be
able to meet its debt service obligations. If, however, Alpine cannot generate
sufficient cash flow from operations to meet its obligations, then Alpine may be
required to refinance its debt, raise additional capital or take other actions
such as reducing its level of capital expenditures. There can be no assurance,
however, that any of such actions could be effected on satisfactory terms or
would be permitted by the terms of Alpine's credit arrangements.
HISTORY OF LOSSES AND ACCUMULATED DEFICIT
Alpine has incurred losses from continuing operations in each of the past
five fiscal years ended April 30, 1995. There can be no assurance that Alpine
will attain profitable operations. The continuation of such losses may
adversely affect Alpine's ability to pay dividends on its Preferred Stock,
including the 8% Preferred Stock.
TECHNOLOGICAL OBSOLESCENCE
The commercial development of fiber optics has had, and is expected to
continue to have, an effect on Alpine's copper wire and cable business. Fiber
optic technology has had a major impact on certain components of the telephone
network where its utilization is cost-effective. Optical fiber is currently the
transmission medium of choice of the telephone companies for trunking
applications and in the long distance network. To a lesser degree, optical
fiber cable has been deployed in certain high-density feeder applications
between telephone central offices or remote locations and major distribution
points, which has further reduced the total market for products manufactured by
Alpine.
4
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In the local loop portion of the telephone network, copper wire has remained the
most widely used medium for telephone voice transmission. However, some
telephone companies are exploring the provision of video entertainment or other
new services. As a result, the telephone companies are evaluating (and in
isolated cases installing on a test basis) alternative technologies for
providing such services, including coaxial and optical fiber cable. Because
this area is undergoing rapid and intense technological change, it is not
possible at this time to predict the impact that these developments may have on
the total demand for copper wire in the local loop. A relatively small decline
in the level of purchases of copper telephone wire and cable by the Regional
Bell Operation Companies (the "RBOCs") and other telephone companies could have
a disproportionate adverse effect on the copper wire and cable industry,
including Alpine.
DEPENDENCE ON SIGNIFICANT CUSTOMERS
A significant amount of Alpine's business is dependent upon a limited
number of customers. Alpine's wire and cable business is dependent on the
RBOCs and other major independent telephone holding companies. Therefore, a
relatively small decline in the level of purchases of copper telephone wire
and cable by the RBOCs and other telephone companies could have a
disproportionately adverse effect on the copper wire and cable industry,
including Alpine. Alpine's electronics and data communications business remains
materially dependent upon U.S. military and government sales. Adverse conditions
affecting the industries in which Alpine's customers are engaged or the loss of
any of these significant customers could materially adversely affect Alpine's
results of operations, liquidity and financial condition.
CHANGING REGULATORY FRAMEWORK
The U.S. Congress is currently considering fundamental changes in the
regulation of the telecommunications industry. It is not possible at this time
to predict the impact that the potential change in the regulatory framework may
have on the total demand for copper wire in the local loop.
CYCLICAL NATURE OF BUSINESSES
Alpine's products are supplied primarily to customers in industries that
are particularly sensitive to fluctuations in the general business cycles of the
United States and world economies. Demand for copper telephone wire and cable
is dependent on several factors, including the rate at which new lines are
installed in homes and businesses, which is in turn partially dependent on the
level of new construction; the level of spending for highways, bridges and other
parts of the infrastructure, which often necessitates installation of new
telephone cables; and the level of general maintenance spending by telephone
companies. The U.S. steel industry, which accounts for a majority of the net
sales in Alpine's refractories business, is a cyclical business characterized at
times by excess capacity and intense competition. There can be no assurance
that there will be any future improvement in U.S. steel industry earnings.
5
<PAGE>
Additionally, other technologies such as microwave, satellite and
cellular transmission have had, and will continue to have, an impact on the
market for copper wire and cable telecommunications products. In addition,
there can be no assurance that other, newly-developed technologies will not have
an adverse impact on the market for copper wire and cable telecommunications
products.
RAW MATERIALS
The principal raw materials used by Alpine in the manufacture of its wire
and cable products are copper, aluminum, bronze and plastics such as
polyethylene and polyvinyl chloride. These raw materials are available from
several sources and Alpine has not experienced any shortages of these raw
materials in the recent past. However, the production of unshielded twisted
pair wire products ("UTP"), which are performance-enhanced copper wire products
used inside buildings for high speed data communications in computer networks,
is dependent upon teflon, which is currently manufactured by only two producers
and is in short supply. As a result, Alpine has had to limit its production of
UTP. However, one of those producers has indicated that it intends to increase
its production capacity. From time to time, particular plastics have been
difficult to obtain, but in recent years none of these shortages has required
Alpine to limit production. The inability of Alpine to obtain sufficient
quantities of raw materials may adversely affect its operating results. See
"Business -- Copper Wire and Cable Business -- Raw Materials" in the Form 10-K.
COMPETITION
Alpine operates in industries which are highly competitive. In each of
Alpine's business areas, there are competitors which are larger and/or have
greater financial resources than Alpine. There can be no assurance that Alpine
will be able to continue to compete successfully or that such competition will
not have a material adverse effect on Alpine's business or financial results.
ENVIRONMENTAL MATTERS
Alpine's operations are subject to numerous federal, state and local laws
and regulations relating to the storage, handling, emission, transportation and
discharge of hazardous materials and waste products.
The operations of Alpine have resulted in releases of hazardous
substances at sites currently or formerly owned or operated by Alpine, its
subsidiaries or their respective predecessors in interest. Investigatory and
remedial activities are presently being undertaken at four of these sites under
the oversight of state governmental authorities. In addition, Alpine is in the
process of litigating its status as a potentially responsible party in one
Superfund action. Such environmental obligations have not had a material
adverse effect on Alpine's business or financial results to date. At July 31,
1995 Alpine has accrued $0.7 million representing the estimated costs of
completing such obligations. There can be no assurance that the actual costs
associated with environmental liabilities will not exceed the amounts presently
estimated or that additional sites will not require investigation or remediation
in the future and will not have a material adverse effect on Alpine. See
"Business -- Environmental Matters" and "-- Legal Proceedings" in the Form 10-K.
6
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LACK OF PUBLIC MARKET
There is currently no established market for the 8% Preferred Stock and
there can be no assurance as to the liquidity of any market that may develop for
the 8% Preferred Stock, the ability of holders of the 8% Preferred Stock to sell
their shares or the price at which such holders would be able to sell their
shares.
The liquidity of, and trading in, the 8% Preferred Stock also may be
adversely affected by general declines in the market for similar securities.
Such a decline may adversely affect such liquidity and trading markets,
independent of the financial performance of, and prospects for, the Company.
ABSENCE OF CASH DIVIDEND ON COMMON STOCK
Alpine has never paid cash dividends on the Common Stock and does not
anticipate paying cash dividends on the Common Stock in the forseeable future.
In addition, because Alpine is a holding company, all of its operations are,
and will be, conducted through it subsidiaries. Alpine's ability to pay
dividends on the Common stock will be dependant upon the earnings or other
payment of Funds by such subsidiaries to Alpine.
7
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BUSINESS
THE COMPANY
The Alpine Group, Inc. is a diversified industrial company principally
engaged in the manufacture and sale of copper wire and cable for the
telecommunications industry, specialty refractory products for the iron and
steel, aluminum and glass industries and data communications and other
electronic products for military and commercial applications. Alpine has
positioned itself as a major participant in these industries through a series of
strategic acquisitions. Alpine entered the copper wire and cable industry with
the acquisition (the "Superior Acquisition") in 1993 of Superior
Telecommunications Inc. ("Superior"), formerly Superior TeleTec Inc., a North
American manufacturer of telephone copper wire and cable products. In May 1995,
Alpine increased its presence in the North American telephone copper wire and
cable industry with the acquisition (the "Alcatel Acquisition") of the U.S. and
Canadian copper wire and cable business (the "Alcatel Business") of Alcatel NA
Cable Systems, Inc. and Alcatel Canada Wire, Inc. (collectively, "Alcatel NA").
The aggregate consideration paid for the Alcatel Business was $103.4 million.
In December 1994, Alpine acquired (the "Adience Acquisition") Adience, Inc.
("Adience"), a domestic manufacturer and installer of specialty refractory
products. The aggregate consideration paid for Adience was $14.0 million, paid
in cash and securities of Alpine and of a former subsidiary of Alpine. Alpine
entered the data communications and electronics industry with its acquisition
of DNE Technologies, Inc. ("DNE") in February 1992. For further information
with respect to such acquisitions, see Alpine's Form 10-K, including the pro
forma financial information contained in Item 7 thereof.
TELECOMMUNICATIONS WIRE AND CABLE Copper telephone wire and cable
products remain the most widely used medium for transmission in the "local loop"
portion of the telephone network. The local loop is comprised of (i) the
connection between a home or business and the nearest telephone pole or other
outside location and (ii) the connection between the telephone pole or outside
location and the nearest telephone company switch, either at the telephone
company's central office or at a remote location. While the use of optical fiber
predominates in the market for intercity and interoffice cables, use of copper
wire in the local loop continues to satisfy the telephone and data transmission
needs of a substantial majority of homes and businesses at a lower cost to
install and maintain and without the additional power source and electronics
required by optical fiber applications.
Alpine manufactures a wide variety of copper telephone cable, outside
telephone wire and inside (or premises) wire products, ranging in size from a
single twisted pair wire to a 4,200 pair cable. These products are variously
configured for use in aerial, underground and on-premise applications. During
the fiscal year ended April 30, 1995, 76% of Alpine's pro forma net sales of
telephone wire and cable products were to six of the seven RBOCs and the three
major independent telephone companies, primarily under long-term contracts. In
addition to providing copper wire and cable for use in the local loop, Alpine
has recently developed performance-enhanced copper wire products, including
UTP products used inside buildings for high speed data communications in
computer networks. This product is currently experiencing higher growth and
is generally sold at higher margins than traditional copper wire and cable
products. During the fiscal year ended April 30, 1995 and the fiscal quarter
ended July 31, 1995, UTP sales were $2.6 million and $1.1 million,
respectively, representing 0.7% and 1.0%, respectively, of Alpine's total pro
forma copper wire and cable sales.
8
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As a result of the Alcatel Acquisition, Alpine's net sales of wire and
cable products for the fiscal year ended April 30, 1995 increased from $136.6
million on an historical basis to $340.8 million on a pro forma basis. For the
three-month period ended July 31, 1995, net sales of wire and cable products
increased from $94.1 million on an historical basis to $101.6 million on a pro
forma basis. Alpine believes that its wire and cable business will benefit
from the Alcatel Acquisition through significant economies of scale, as well
as through cost savings from the reduction of certain freight, personnel and
other costs. See Notes (d), (e) and (f) to the Unaudited Pro Forma Condensed
Combined Financial Statements contained in Item 7 of the Form 10-K and Note
(c) to the Unaudited Pro Forma Condensed Combined Financial Statements
contained in Item 2 of the Form 10-Q. In addition, Alpine's annual production
capacity increased from 28 billion conductor feet ("bcf") in one plant to 85
bcf in four plants. Alpine believes that overcapacity in the industry, which
has existed in recent years, has been reduced as a result of the 1994 closure
of a large plant operated by a competitor and, more recently, as a result of
greater demands for copper wire and cable products. Alpine attributes this
greater demand in large part to (i) higher levels of spending on maintenance by
telephone companies to offset their reduced maintenance levels in the early
1990s, (ii) demand for new telephone lines resulting from new construction
and (iii) demand for second telephone lines and lines dedicated to facsimile
machines and computer modems.
REFRACTORIES
Alpine manufactures and installs specialty refractory products, which
are used primarily by the iron and steel industry and the pro forma net sales
for this business were $100.9 million for the fiscal year ended April 30,
1995. For the three months ended July 31, 1995, net sales were $29.5
million. Specialty refractory products are consumable materials used as
insulation on surfaces exposed to high temperatures such as those generated
by molten metals. Over the past year, Alpine has provided refractory
products and services to every integrated steel producer in the United States
and Canada and Alpine believes that it is the only major U.S. manufacturer
that provides a full range of refractory products and installation services
to the iron and steel industry. Alpine also manufactures specialty
refractory products for use in the production of aluminum and glass and is
one of the few rebuilders of coke ovens in the United States.
DATA COMMUNICATIONS AND ELECTRONICS
Alpine, through DNE, designs, manufactures and tests data communications
and other electronic products for the military, government and commercial
markets. Net sales for this business were $27.9 million for the fiscal year
ended April 30, 1995 and $5.3 million for the three months ended July 31, 1995.
Alpine is a supplier to the U.S. military of data and voice multiplexers used in
tactical secure military applications. Multiplexers are communication devices
that combine several information carrying channels into one line, thereby
permitting simultaneous multiple voice and data communications over a single
line. Alpine also produces military avionic products, including switches,
dimmers, relays and other electrical controllers, various sensors and refueling
amplifiers. Since 1993, Alpine has reduced its dependence on the military
market primarily through the development of contract manufacturing services for
governmental (non-military) and commercial customers. For the fiscal year ended
April 30, 1995, sales to customers other than the U.S. military accounted for
42.8% of the net sales of this business.
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Alpine believes that, although the copper telephone wire and cable and
refractory products industries are mature, ongoing alignment of productive
capacity with market demand, industry consolidation and Alpine's emphasis on
new, higher margin product offerings will provide Alpine with the opportunity to
strengthen its profitability, cash flow and competitive position. Alpine's
strategy in the copper wire and cable business is to continue to provide a full
line of its traditional copper wire and cable products to its present customers;
expand into performance-enhanced, higher growth and higher margin copper wire
products for sale to existing and new customers; and expand its international
marketing efforts. Alpine's strategy in the refractories business is to
complete the restructuring and rationalization of this business; expand the
types of products and services that it supplies to its existing customers; and
expand its marketing efforts in order to sell its products to new domestic and
foreign customers. Alpine's strategy in its data communications and electronics
business is to maintain its position as a supplier to the military of
multiplexers used in tactical secure applications; continue to adapt its
products for commercial applications; and increase its contract manufacturing
business.
On June 14, 1995, Alpine distributed to its stockholders (the "PolyVision
Spin-Off") shares of common stock of its information display subsidiary,
PolyVision Corporation ("PolyVision") (American Stock Exchange: "PLI"). Alpine
currently owns approximately 19% of the outstanding PolyVision common stock and
98% of its preferred stock. Alpine has the right to deliver share of PolyVision
common stock or shares of Alpine's 8% Preferred Stock or a combination thereof,
to fulfill certain of its obligations under the debt exchange agreement and the
stock purchase agreement entered into in connection with the Adience
Acquisition. Alpine is currently negotiating with the relevant parties in order
to satisfy this obligation and has presented various alternatives. However,
based upon the current agreement, Alpine would be required to deliver either
$5.3 million in 8% Preferred Stock or approximately 1.5 million shares of
PolyVision common stock (representing substantially all of Alpine's PolyVision
shares), or a combination thereof. PolyVision manufactures and sells custom-
designed and engineered writing and projection surfaces, and is developing a
proprietary electrochemical display technology with characteristics to address
applications in markets such as flat-panel displays and certain packaging
applications. PolyVision had net sales of $37.5 million and a net loss of
$7.8 million for the fiscal year ended April 30, 1995 on a pro forma basis.
Prior to the PolyVision Spin-Off, two other Alpine subsidiaries, Alpine
PolyVision, Inc. and Posterloid Corporation, were merged into subsidiaries of
PolyVision.
Alpine was incorporated in New Jersey on May 7, 1957 and reincorporated
in Delaware on February 3, 1987. Its principal executive offices are located at
1790 Broadway, New York, New York 10019 and its telephone number is (212) 757-
3333.
RATIO OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS
For the purposes of computing Alpine's ratio of earnings to combined
fixed charges and preferred stock dividends, earnings are defined as income
(loss) before income taxes plus fixed charges. Fixed charges consist of
interest expense (including amortization of deferred debt issuance costs) and
the portion of rental expense that is representative of the interest factor
(deemed to be one-third of minimum operating lease rentals). As a result of
losses incurred for the five fiscal years ended April 30, 1995, earnings were
insufficient to cover combined fixed charges and preferred stock
10
<PAGE>
dividends during Alpine's fiscal years ended April 30, 1991, 1992, 1993, 1994
and 1995 by $5.4 million, $5.8 million, $2.9 million, $5.2 million and $1.6
million, respectively. For the fiscal quarter ended July 31, 1994 and 1995,
the ratio of earnings to combined fixed charges and preferred stock dividends
was 1.7 and 1.2 respectively.
USE OF PROCEEDS
All of the shares of 8% Preferred Stock offered hereby are being sold by
the Selling Stockholder. See "Selling Stockholder." The Company will not
receive any of the proceeds for such sale.
SELLING STOCKHOLDER
The following table sets forth: (i) the name of the Selling Stockholder;
(ii) the number of shares of 8% Preferred Stock owned by the Selling Stockholder
prior to the offering; (iii) the number of shares of 8% Preferred Stock to be
offered hereby for the Selling Stockholder's account; (iv) and the number of
shares of 8% Preferred Stock to be owned by the Selling Stockholder after the
offering, assuming all shares offered hereby are sold.
<TABLE>
<CAPTION>
Beneficial Ownership of 8% Shares of 8% Preferred Beneficial Ownership of 8%
Preferred Stock Stock to be Offered Preferred Stock After
Selling Stockholder Before the Offering Hereby the Offering
- ------------------------------------------ ---------------------------- ----------------------- --------------------------
Percent of Percent of
Outstanding Outstanding
Shares Shares Shares Shares
------ ----------- ------ -----------
<S> <C> <C> <C> <C> <C>
Hermes Capital Management, Ltd. . . . . . . 160,000(1) 56.9%(1) 160,000 -0- -0-
</TABLE>
- ----------------------------
(1) The Selling Stockholder owns 1,424,231 shares of Common Stcck (representing
8.0% of the outstanding shares of Common Stock). In addition, the Selling
Stockholder may be deemed to be the beneficial owner of 1,032,000 shares of
Common Stock (representing 5.4% of the outstanding shares of Common Stock),
which shares of Common Stock are currently issuable upon conversion of the 8%
Preferred Stock and are covered by this Prospectus. See "Description of
Capital Stock -- Preferred Stock -- 8% Preferred Stock"
PLAN OF DISTRIBUTION
The Selling Stockholder has advised Alpine that it proposes that the 8%
Preferred Stock to be offered hereby be offered for sale and sold or
distributed, from time to time, by the Selling Stockholder, or by pledgees,
donees, transferees or other successors in interest in block trading or in
negotiated transactions, through customary brokerage channels, broker-dealers
acting as agents or brokers for the Selling Stockholder or acting as principals,
or at negotiated prices or otherwise, or by a combination of such methods.
11
<PAGE>
The Selling Stockholder and any brokers, dealers or agents that
participate in the distribution of the 8% Preferred Stock offered hereby may be
deemed to be underwriters, and any profit on the sale of the 8% Preferred Stock
offered hereby by it and any commissions or markdowns received by any such
brokers, dealers and agents may be deemed to be underwriting discounts and
commissions under the Securities Act.
In order to comply with certain state securities laws, if applicable, the
shares of 8% Preferred Stock offered hereby will be sold in such jurisdictions
only through registered or licensed brokers or dealers. In addition, in certain
states, the 8% Preferred Stock offered hereby may not be sold unless it has been
registered or qualifies for sale in such state or an exemption from registration
or qualification is available and is complied with.
There can be no assurance that the Selling Stockholder will sell all or
any of the shares of 8% Preferred Stock offered by it hereunder.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of Alpine consists of 25,000,000 shares of
Common Stock, par value $.10 per share, and 500,000 shares of Preferred Stock,
par value $1.00 per share (the "Preferred Stock"). At July 31, 1995,
18,227,377 shares of Common Stock and 283,307 shares of Preferred Stock
(consisting of 281,300 shares of 8% Preferred Stock, 1,927 shares of 9% Senior
Preferred Stock and 177,562 shares of 9% Preferred Stock) were issued and
outstanding. The Common Stock is traded on the American Stock Exchange under
the symbol "AGI."
COMMON STOCK
Holders of shares of Common Stock are entitled to one vote per share on
matters to be voted upon by the stockholders, and, subject to the prior rights
of the holders of Preferred Stock, to receive dividends when and as declared by
the Board of Directors with funds legally available therefor and to share
ratably in the assets of the Company legally available for distribution to the
stockholders in the event of liquidation or dissolution, after payment of all
debts and other liabilities.
Holders of the Common Stock are not entitled to preemptive rights and
have no subscription, redemption or conversion privileges. The Common Stock
does not have cumulative voting rights, which means the holder or holders of
more than half of the shares voting for the election of directors can elect all
the directors then being elected. All of the outstanding shares of Common Stock
are fully paid and nonassessable. The rights, preferences and privileges of
holders of Common Stock are subject to the rights of the holders of the shares
of the Preferred Stock.
American Stock Transfer and Trust Company is the transfer agent and
registrar for the Common Stock.
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<PAGE>
PREFERRED STOCK
The Board of Directors of the Company has the authority to issue 500,000
shares of Preferred Stock in one or more series and to fix the designations,
relative powers, preferences and rights and qualifications, limitations or
restrictions of all shares of each such series, including, without limitation,
dividend rates, conversion rights, voting rights, redemption and sinking fund
provisions, liquidation preferences and the number of shares constituting each
such series, without any further vote or action by the shareholders.
The Company has three outstanding series of Preferred Stock, the 8%
Preferred Stock, the 9% Senior Preferred Stock and the 9% Preferred Stock.
8% PREFERRED STOCK. Each share of 8% Preferred Stock has a liquidation
value of $50 per share, and is convertible into that number of shares of Common
Stock determined by dividing the liquidation value, together with any accrued,
and unpaid dividends, by $7.75 (the "Conversion Price"), subject to adjustment
under certain circumstances as described below. Each share of 8% Preferred
Stock is currently convertible into 6.45 shares of Common Stock. The 8%
Preferred Stock ranks junior to the 9% Senior Preferred Stock and senior to the
9% Preferred Stock and any other series of Preferred Stock created after the
issuance of the 8% Preferred Stock, unless otherwise consented to by the
holders of the 8% Preferred Stock, and the Common Stock with respect to
dividend rights and rights upon liquidation, winding up and dissolution and
bears an annual dividend of 8%. The shares of 8% Preferred Stock may be
redeemed by the Company at $50 per share plus accrued but unpaid dividends, if
any, at any time after December 21, 1997. The 8% Preferred Stock has that
number of votes per share equal to the shares of Common Stock into which it is
convertible, voting as a single class with the 9% Senior Preferred Stock
and Common Stock on all matters submitted to stockholders. In addition, the 8%
Preferred Stock will be entitled to vote as a separate class in the event of
any proposal to: (i) amend any of the principal terms of the 8% Preferred Stock;
(ii) authorize, create, issue or sell any class of stock senior to or on parity
with the 8% Preferred Stock as to dividends or liquidation preference; or (iii)
merge into or consolidate with, or sell all or substantially all of the assets
of the Company to, another entity. The holders of not less than 66 2/3% of the
8% Preferred Stock must approve any transaction that is subject to the class
voting rights.
The circumstances under which the conversion price for shares of 8%
Preferred Stock would be adjusted generally are: (i) issuances of Common Stock
(including securities convertible or exchangeable for Common Stock) below the
existing conversion price (except for issuances of "excluded stock" (defined in
the 8% Preferred Stock Certificate as shares of Common Stock issuable upon
(a) conversions of 8% Preferred Stock and 9% Senior Preferred Stock and (b)
exercises of stock options and warrants, or issuances or vesting of stock
bonus or award grants); (ii) dividends payable in shares of Common Stock;
(iii) subdivisions or combinations of outstanding shares of Common Stock;
(iv) certain reclassifications; and (v) certain rights issues.
Alpine and the Selling Stockholder have entered into an agreement which
provides that, at any time after February 28, 1996, in lieu of the then
conversion price, each share of the Selling Stockholder's 8% Preferred Stock
may be exchanged into that number of shares of Common Stock equal to (i) the
liquidation preference of the shares of 8% Preferred Stock, together with the
amount of any accrued and unpaid dividends, divided by (ii) 115% of the average
trading price of the Common Stock for the 20 days prior to February 26, 1996,
provided that such exchange price will not be less than $3.25 per share nor
greater than $8.25 per share, subject to certain antidilution adjustments.
9% SENIOR PREFERRED STOCK. Each share of 9% Senior Preferred Stock has a
liquidation value of $1,000 per share, is convertible into 100 shares of Common
Stock, subject to adjustment under certain circumstances as described below,
ranks senior to the 9% Preferred Stock, 8% Preferred Stock and Common Stock
with respect to dividend rights and rights upon liquidation, winding up and
dissolution, bears an annual dividend of $90.00, is redeemable at the option of
the Company under certain circumstances at $1,000 per share, and is entitled to
100 votes per share voting as a single class with the 8% Preferred Stock and
Common Stock on all matters submitted to stockholders. In addition, the 9%
Senior Preferred Stock will be entitled to vote as a separate class in the
event of any proposal to: (i) amend
13
<PAGE>
any of the principal terms of the 9% Senior Preferred Stock; (ii) authorize,
create, issue or sell any class of stock senior to or on parity with the 9%
Senior Preferred Stock as to dividends or liquidation preference; or (iii) merge
into or consolidate with, or sell all or substantially all of the assets of the
Company to, another entity. The holders of not less than 66 2/3% of the 9%
Senior Preferred Stock must approve any transaction that is subject to the class
voting rights.
The circumstances under which the conversion price for shares of 9%
Senior Preferred Stock would be adjusted generally are: (i) issuances of Common
Stock (including securities convertible or exchangeable for Common Stock) below
the existing conversion price (except for issuances of "excluded stock" (defined
in the 9% Senior Preferred Stock Certificate as shares of Common Stock issuable
upon (a) conversions of 9% Senior Preferred Stock and the Company's Convertible
Senior Subordinated Notes, (b) exercises of stock options and warrants, or
issuances or vesting of stock bonus or award grants and (c) an additional
200,000 shares, not covered under (a) or (b)); (ii) dividends payable in shares
of Common Stock; (iii) subdivisions or combinations of outstanding shares of
Common Stock; (iv) certain reclassifications; and (v) rights issues. The
Company, at its sole option, may redeem the shares of 9% Senior Preferred Stock
at the liquidation value on the date fixed for redemption (x) during the period
commencing three years from the closing date of the sale of shares of 9% Senior
Preferred Stock and ending on the seventh year after the closing date, if for
any 30 trading days within a period of 45 consecutive trading days ending five
days prior to the date of the notice of such redemption, the market price of the
Common Stock equals or exceeds 140% of the then conversion price or
(y) subsequent to the seventh year after the closing date. The shares of 9%
Senior Preferred Stock also have certain demand and piggy-back registration
rights.
9% PREFERRED STOCK. Each share of 9% Preferred Stock has a liquidation
value of $1,000 per share, is convertible into 83 1/3 shares of Common Stock,
subject to adjustment under certain circumstances as described below, ranks
junior to the 9% Senior Preferred Stock and 8% Preferred Stock and senior to
the Common Stock with respect to dividend rights and rights upon liquidation,
winding up and dissolution, bears an annual dividend of $90.00, is redeemable
at the option of the Company under certain circumstances at $1,000 per share,
and is not entitled to any voting rights except as required by the provisions
of the General Corporation Law of the State of Delaware.
The circumstances under which the conversion price for shares of 9%
Preferred Stock would be adjusted generally are: (i) dividends payable
in shares of Common Stock, other securities or rights or options to acquire
any shares of capital stock or other securities; (ii) subdivisions of
outstanding shares of Common Stock; (iii) certain reclassifications;
(iv) dividends on Common Stock other than an ordinary quarterly cash dividends
or a dividend or distibution with a per share value of five percent or less
of the market value of Common Stock on the date of declaration of such dividend
or distibution; and (v) consolidation or merger of the Company into or with
another company, or the sale of all or substantially all of the property of the
Company. The Company, at its sole option, may redeem the shares of 9%
Preferred Stock at the liquidation value on the date fixed for redemption at any
time.
CERTAIN PROVISIONS POSSIBLY AFFECTING A TAKEOVER
The Company has in place certain provisions which could have an
antitakeover effect. The Company's Certificate of Incorporation provides, among
other things: (i) for a classified board of directors; (ii) that directors may
be removed from office without cause by the affirmative vote of the holders of
at least 80% of the combined voting power of the then outstanding shares of
stock entitled to vote in the election of directors, voting together as a single
class at an annual or special meeting of stockholders of the Company called for
such purpose; and (iii) that the affirmative vote of the holders of at least 80%
of the combined voting power of the outstanding shares of stock entitled to vote
in the election of directors, voting together as a single class, is necessary to
amend or repeal the classified board and director removal provisions.
In addition, the Company's By-Laws include a provision requiring any
stockholder who wishes to make a nomination for a director at an annual meeting
of shareholders to give written notice to the Company at least 90 days in
advance of the annual meeting. This requirement will afford the Board of
Directors adequate time to consider the qualifications of the proposed nominee
and determine an appropriate response. It may also, however, discourage some
persons from attempting to acquire control of the Company by potentially
lengthening the time required for a person to acquire control of the Company
through a proxy contest or the election of a majority of the directors.
14
<PAGE>
LEGAL MATTERS
Certain legal matters in connection with the validity of the shares of 8%
Preferred Stock offered hereby are being passed upon by Proskauer Rose Goetz &
Mendelsohn LLP, 1585 Broadway, New York, New York 10036.
EXPERTS
The consolidated financial statements of Alpine as of April 30, 1994 and
1995 and for each of the three fiscal years in the period ended April 30, 1995,
the combined financial statements of the Alcatel Business as of December 31,
1993 and 1994 and for each of the three years in the period ended December 31,
1994, which are incorporated by reference, and the consolidated financial
statements of Adience as of December 31, 1994 and for the year then ended, which
are incorporated by reference in this Prospectus, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports
with respect thereto. These financial statements are incorporated by reference
herein in reliance upon the authority of said firm as experts in giving said
reports.
The pre-emergence consolidated financial statements of Adience for the
year ended December 31, 1992 and for the six months ended June 30, 1993, and
the post-emergence consolidated financial statements of Adience as of and for
the six months ended December 31, 1993 incorporated by reference in this
Prospectus have been so incorporated in reliance on the reports of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting. The post-emergence report includes an
explanatory paragraph regarding substantial doubt about Adience's ability to
continue as a going concern. Both the post- and the pre-emergence reports
include an informative paragraph regarding consummation of Adience's Plan of
Reorganization and adoption of the American Institute of Certified Public
Accountants' Statement of Position 90-7, "Financial Reporting by Entities in
Reorganization under the Bankruptcy Code."
15
<PAGE>
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- --------------------------------------------------------------------------------
No dealer, salesperson or any other individual has been authorized to
give any information or to make any representations other than those contained
in this Prospectus in connection with the offer made by this Prospectus and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Company. Neither the delivery of this Prospectus
nor any sale made hereunder shall under any circumstances create an implication
that there has been no change in the facts. This Prospectus does not constitute
an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to
make such offer or solicitation.
____________________________
TABLE OF CONTENTS
Page
----
Available Information. . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Ratio of Earnings to Combined
Fixed Charges and Dividends . . . . . . . . . . . . . . . . . . . 10
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . 11
Selling Stockholder. . . . . . . . . . . . . . . . . . . . . . . . 11
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . 11
Description of Capital Stock . . . . . . . . . . . . . . . . . . . 12
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
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160,000 SHARES
THE ALPINE GROUP, INC.
8% CUMULATIVE CONVERTIBLE
SENIOR PREFERRED STOCK
____________________
PROSPECTUS
____________________
October __, 1995
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Part II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an itemized list of expenses (all but the
registration fee are estimates) of the Company in connection with the issuance
and sale of the 8% Preferred Stock being registered. The Selling Stockholder
will pay or assume any sales or brokerage commissions applicable to such
transactions and their attorneys' fees and disbursements in respect thereof.
The Company will pay all other expenses incidental to the registration of the 8%
Preferred Stock under the Securities Act.
Registration fee and expenses. . . . . . . . $ 1,800.66
Legal fees and expenses. . . . . . . . . . . $ 15,000
Accounting fees and expenses . . . . . . . . $ 5,000
Miscellaneous. . . . . . . . . . . . . . . . $ 1,000
---------
Total $22,800.66
---------
---------
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The General Corporation Law of the State of Delaware permits
corporations incorporated under the law of the State of Delaware (such as
Alpine) and its stockholders to limit directors' exposure to liability for
certain breaches of the directors' fiduciary duty, either in a suit on behalf of
such corporation or in an action by stockholders of such corporation.
Alpine's Certificate of Incorporation eliminates the liability of
directors to stockholders or Alpine for monetary damages arising out of the
directors' breach of their fiduciary duty of care. Alpine's By-laws authorize
Alpine to indemnify its directors, officers, incorporators, employees and
agents with respect to certain costs, expenses and amounts incurred in
connection with an action, suit or proceeding by reason of the fact that such
person was serving as a director, officer, incorporator, employee or agent of
Alpine. In addition, Alpine's By-Laws permit Alpine to provide additional
indemnification rights to its officers and directors and to indemnify them to
the greatest extent possible under the Delaware General Corporation Law.
Alpine maintains a standard form of officers' and directors' liability
insurance policy which provides coverage to the officers and directors of Alpine
for certain liabilities, including certain liabilities which may arise out of
this Registration Statement.
II-1
<PAGE>
Item 16. Exhibits
Exhibit
Number Description
- ------- -----------
2(a) Asset Purchase Agreement dated as of March 17, 1995 by and among
Alcatel NA Cable Systems, Inc., Alcatel Canada Wire, Inc., Superior
Cable Corporation and Superior Teletec Inc. (incorporated herein by
reference to Exhibit 1 to the Current Report on Form 8-K of Alpine
dated May 24, 1995)
2(b) Amendment dated May 11, 1995 to Asset Purchase Agreement by and among
Alcatel NA Cable Systems, Inc., Alcatel Canada Wire, Inc., Superior
Cable Corporation and Superior Teletec Inc. (incorporated herein by
reference to Exhibit 2 to the Current Report on Form 8-K of Alpine
dated May 24, 1995)
2(c) Agreement and Plan of Merger, dated as of December 21, 1994, as
amended, by and among Information Display Technology, Inc., IDT
PolyVision Acquisition Corp., IDT Posterloid Acquisition Corp., The
Alpine Group, Inc., Alpine/PolyVision, Inc. and Posterloid Corporation
(incorporated herein by reference to Exhibit 2 to Amendment No. 1 to
Alpine's Statement on Schedule 13D related to its beneficial ownership
of equity securities of Information Display Technology, Inc. dated
December 28, 1994)
2(d) Amendment to the Agreement and Plan of Merger, dated as of December 21,
1994, by and among Information Display Technology, Inc., IDT PolyVision
Acquisition Corp., IDT Posterloid Acquisition Corp., The Alpine Group,
Inc., Alpine/PolyVision, Inc. and Posterloid Corporation (incorporated
herein by reference to Exhibit 1 to Amendment No. 2 to Alpine's
Statement on Schedule 13D related to its beneficial ownership of equity
securities of Information Display Technology, Inc. dated May 5, 1995)
2(e) Amended and Restated Stock Purchase Agreement, dated as of October 11,
1994, by and among The Alpine Group, Inc. and certain stockholders of
Adience, Inc. ("Adience") as listed therein, as amended (incorporated
herein by reference to Exhibit 2.1 to the Company's Current Report on
Form 8-K dated January 5, 1995)
4(a) Indenture, dated as of October 31, 1989, between Alpine and IBJ
Schroder Bank & Trust Company ("IBJ"), as trustee, relating to the
Convertible Secured Senior Subordinated Notes due July 31, 1996, of
Alpine (incorporated herein by reference to Exhibit 4(d) to the 1995
10-K)
4(b) First Supplemental Indenture to the above Indenture, dated as of March
28, 1991, between Alpine and IBJ, as trustee (incorporated herein by
reference to Exhibit 4 to the Current Report on Form 8-K of Alpine
dated April 10, 1991 (the "April 1991 8-K"))
4(c) Second Supplemental Indenture to the above Indenture, dated as of April
10, 1992, between Alpine and IBJ, as trustee (incorporated herein by
reference to Exhibit 4(f) to the 1992 10-K)
4(d) Indenture, dated as of June 30, 1993, between Adience, Inc. ("Adience")
and IBJ, as trustee (incorporated herein by reference to Registration
Statement No. 33-72024 of Adience
II-2
<PAGE>
4(e) Supplemental Indenture, dated as of July 21, 1995, to Indenture by and
between Adience and IBJ dated as of June 30, 1995 (incorporated herein
by reference to Exhibit 10(cc) to the 1995 10-K)
4(f) Indenture, dated as of July 15, 1995, by and among Alpine, Adience,
Superior Telecommunications, Inc., Superior Cable Corporation and
Marine Midland Bank ("Marine Midland"), as trustee (incorporated herein
by reference to Exhibit 10(ee) to the 1995 10-K)
4(g) Registration Rights Agreement, dated as of July 21, 1995, by and among
Alpine, Adience, Superior Telecommunications, Inc., Superior Cable
Corporation, Merrill Lynch Co., Nomura Securities International, Inc.
and First Albany Corporation (incorporated herein by reference to
Exhibit 4(j) to the Registration Statement on Form S-4 (Registration
No. 33-61911) of Alpine)
4(h) Form of 12 1/4% Series B Senior Secured Notes due 2003 of Alpine
(incorporated herein by reference to Exhibit 4(k) to the Registration
Statement on Form S-4 (Registration No. 33-61911) of Alpine)
4(i) Form of 12 1/4% Senior Secured Notes due 2003 of Alpine (incorporated
by reference to Exhibit 4(l) to the Registration Statement on Form S-4
(Registration No. 33-61911) of Alpine)
5 Opinion of Proskauer Rose Goetz & Mendelsohn LLP re: validity of
securities
10(a) Amended and Restated 1984 Restricted Stock Plan of Alpine (incorporated
herein by reference to Exhibit 10.5 to Form S-4 (Registration No. 33-
9978) of Alpine, as filed with the Commission on October 5, 1993 (the
"S-4 Registration Statement"))
10(b) Amended and Restated 1987 Long Term Equity Incentive Plan of Alpine
(incorporated herein by reference to Exhibit 10.4 to the S-4
Registration Statement)
10(c) Stock Purchase Agreement, dated as of February 14, 1992, by and between
Alpine and Dataproducts Corporation, relating to the purchase of shares
of capital stock of DNE Technologies, Inc. ("DNE") (incorporated herein
by reference to Exhibit 1 to the Current Report on Form 8-K of Alpine
dated March 2, 1992 (the "March 1992 8-K"))
10(d) Loan Agreement, dated as of February 13, 1992, by and among Alpine, DNE
and the Connecticut Development Authority (incorporated herein by
reference to Exhibit 3 to the March 1992 8-K)
II-3
<PAGE>
10(e) Development Agreement between Connecticut Innovations Incorporated and
Alpine/PolyVision, Inc., dated as of December 9, 1992 (incorporated
herein by reference to Exhibit 10(z) to the Annual Report on Form 10-K
of Alpine for the fiscal year ended April 30, 1993 (the "1993 10-K"))
10(f) Loan Agreement between Connecticut Development Authority and
Alpine/PolyVision, Inc., dated as of December 9, 1992 (incorporated
herein by reference to Exhibit 10(aa) to the 1993 10-K)
10(g) Lease Agreement by and between ALP(TX) QRS 11-28, Inc., and Superior
TeleTec Transmission Products, Inc., dated as of December 16, 1993
(incorporated herein by reference to Exhibit (i) to the Quarterly
Report on Form 10-Q of Alpine for the Quarter ended January 31, 1994)
10(h) Amended and Restated Debt Exchange Agreement, dated as of October 11,
1994, among Alpine and certain debtholders of Adience as listed therein
(as amended through April 14, 1995) (incorporated herein by reference
to Exhibit 10(k) to the 1995 10-K)
10(i) Note Purchase Agreement by and among Alpine, Superior TeleTec, Inc.,
Superior Cable Corporation and Nomura International Trust Company
(incorporated herein by reference to Exhibit 3 to Alpine's Current
Report on Form 8-K dated May 24, 1995)
10(j) Letter Agreement, dated May 24, 1995 by and between Alpine and
PolyVision Corporation ("PolyVision") relating to $5,000,000 credit
commitment (incorporated herein by reference to Exhibit 10(m) to the
1995 10-K)
10(k) Letter Agreement, dated May 24, 1995, by and between Alpine and
PolyVision relating to $2,500,000 credit commitment (incorporated
herein by reference to Exhibit 10(n) to the 1995 10-K)
10(l) First Amendment to Lease Agreement, dated as of May 10, 1995, by and
between ALP (TX) QRS 11-28, Inc. and Superior Teletec Inc.
(incorporated herein by reference to Exhibit 10(o) to the 1995 10-K)
10(m) Purchase Agreement, dated as of July 14, 1995, by and among Alpine,
Adience, Superior Telecommunications, Inc. and First Albany Corporation
(incorporated herein by reference to Exhibit 10(p) to the 1995 10-K)
10(n) Employment Agreement, dated as of September 8, 1993, by and between
Alpine and Steven S. Elbaum (incorporated herein by reference to
Exhibit 10(q) to the 1995 10-K)
II-4
<PAGE>
10(o) Amendment to Employment Agreement, dated as of September 8, 1993, by
and between Alpine and Steven S. Elbaum (incorporated herein by
reference to Exhibit 10(r) to the 1995 10-K)
10(p) Employment Agreement, dated as of September 8, 1993, by and between
Alpine and Bragi F. Schut (incorporated herein by reference to Exhibit
10(s) to the 1995 10-K)
10(q) Amendment to Employment Agreement, dated as of September 8, 1993, by
and between Alpine and Bragi F. Schut (incorporated herein by reference
to Exhibit 10(t) to the 1995 10-K)
10(r) Employment Agreement, dated as of November 10, 1993, by and between
Alpine and David S. Aldridge (incorporated herein by reference to
Exhibit 10(u) to the 1995 10-K)
10(s) Employment Agreement, dated as of November 10, 1993, by and between
Alpine and James R. Kanely (incorporated herein by reference to Exhibit
10(v) to the 1995 10-K)
10(t) Employment Agreement, dated as of November 10, 1993, by and between
Alpine and Justin F. Deedy, Jr. (incorporated herein by reference to
Exhibit 10(w) to the 1995 10-K)
10(u) Second Amendment to Lease Agreement, dated as of July 21, 1995, by and
between ALP (TX) ORS H-28, Inc. and Superior Telecommunications Inc.
(incorporated herein by reference to Exhibit 10(x) to the 1995 10-K)
10(v) Loan and Security Agreement, dated as of July 21, 1995, by and between
Alpine, Shawmut Capital Corporation, Nationsbank of Georgia, N.A., and
Creditanstalt Corporation Finance, Inc. (incorporated herein by
reference to Exhibit 10(y) to the 1995 10-K)
10(w) Amendment to Employment Agreement, dated as of November 10, 1993, by
and between Alpine and Justin F. Deedy, Jr. (incorporated herein by
reference to Exhibit 10(z) to the 1995 10-K)
10(x) Amendment to Employment Agreement, dated as of November 10, 1993, by
and between Alpine and David S. Aldridge (incorporated herein by
reference to Exhibit 10(aa) to the 1995 10-K)
10(y) Amendment dated as of June 30, 1995, to Amended and Restated Debt
Exchange Agreement dated as of October 11, 1984, among Alpine and
certain debtholders of Adience as listed therein (incorporated herein
by reference to Exhibit 10(bb) to the 1995 10-K)
10(z) Amendment to Employment Agreement, dated as of November 10, 1993, by
and between Alpine and James R. Kanely (incorporated herein by
reference to Exhibit 10(cc) to the 1995 10-K)
10(aa) Pledge Agreement, dated as of July 21, 1995, by and between Alpine and
Marine Midland (incorporated herein by reference to Exhibit 10(dd) to
the 1995 10-K)
12 Statement re computation of ratios
II-5
<PAGE>
23(a) Consent of Arthur Andersen LLP (Alpine)
23(b) Consent of Price Waterhouse LLP (Adience)
23(c) Consent of Proskauer Rose Goetz & Mendelsohn LLP (contained in opinion
filed as Exhibit 5)
24 Power of Attorney (Included on Pg. II-8)
27 Financial Data Schedules (incorporated herein by reference to Exhibit
27 to the 1995 10-K)
__________________
Item 17. Undertakings
The Company registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represents a fundamental
change in the information set forth in the
Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
II-6
<PAGE>
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-2, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 30th day of
October, 1995.
THE ALPINE GROUP, INC.
By: /s/ Steven S. Elbaum
------------------------------
Steven S. Elbaum
Chairman and Chief
Executive Officer
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Each director and officer whose signature appears below hereby
constitutes and appoints Steven S. Elbaum and Bragi F. Schut, or either of them,
as his true and lawful attorney-in-fact and agent, with full power of
substitution, to sign on his behalf individually and in any and all capacities
any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-2 and to file the same with all exhibits
thereto and all other documents in connection therewith with the Securities and
Exchange Commission, granting to such attorneys-in-fact and agents, and each of
them, full power and authority to do all such other acts and things requisite or
necessary to be done, and to execute all such other documents as they, or either
of them, may deem necessary or desirable in connection with the foregoing, as
fully as the undersigned might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or either of them, may
lawfully do or cause to be done by virtue hereof.
Signature Title Date
- --------- ----- ----
Chairman of the Board
and Chief Executive
/s/ Steven S. Elbaum Officer (principal
- ---------------------- executive officer) October 30, 1995
Steven S. Elbaum
Vice President and
Chief Financial Officer
/s/ David S. Aldridge (principal financial
- ---------------------- and accounting officer) October 30, 1995
David S. Aldridge
II-8
<PAGE>
/s/ James R. Kanely
- ------------------------- Director October 30, 1995
James R. Kanely
/s/ Randolph Harrison
- ------------------------- Director October 30, 1995
Randolph Harrison
/s/ John C. Jansing
- ------------------------- Director October 30, 1995
John C. Jansing
/s/ Ernest C. Janson
- ------------------------- Director October 30, 1995
Ernest C. Janson, Jr.
/s/ Bragi F. Schut
- ------------------------- Director October 30 , 1995
Bragi F. Schut
/s/ Kenneth G. Byers, Jr.
- ------------------------- Director October 30, 1995
Kenneth G. Byers, Jr.
/s/ Gene E. Lewis
- ------------------------- Director October 30, 1995
Gene E. Lewis
II-9
<PAGE>
EXHIBIT 5
October 30, 1995
The Alpine Group, Inc.
1790 Broadway
New York, New York 10019
Dear Sirs:
We are acting as counsel to The Alpine Group, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement
on Form S-2 with exhibits thereto (the "Registration Statement") filed by
the Company under the Securities Act of 1933 (the "Act"), relating to the
registration of 160,000 shares (the "Shares") of 8% Cumulative Convertible
Senior Preferred Stock, par value $1.00 per share, of the Company, and an
indeterminate number of shares of the Company's Common Stock, par value $.10
per share (the "Common Stock"), as may be issuable upon conversion of the
Shares.
As such counsel, we have participated in the preparation of the
Registration Statement and have reviewed the corporate proceedings in connection
with the issuance of the Shares. We have also examined and relied upon originals
or copies, certified or otherwise authenticated to our satisfaction, of all such
corporate records, documents, agreements, and instruments relating to the
Company, and certificates of public officials and of representatives of the
Company, and have made such investigations of law, and have discussed with
representatives of the Company and such other persons such questions of fact, as
we have deemed proper and necessary as a basis for the rendering of this
opinion.
Based upon, and subject to, the foregoing, we are of the opinion that the
Shares are legally issued, fully paid, and non-assessable, and that if and when
the Shares are converted into shares of Common Stock in accordance with the
terms of the Shares, and assuming no change in the pertinent facts or applicable
law, such shares of Common Stock issued upon such conversion will be legally
issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to our firm under the caption,
"Legal Matters," in the Prospectus contained in the Registration Statement.
In giving the foregoing consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Act, or the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
/s/ Proskauer Rose Goetz
& Mendelsohn LLP
<PAGE>
EXHIBIT 12
THE ALPINE GROUP, INC.
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
<TABLE>
<CAPTION>
YEARS ENDED APRIL 30
--------------------
1991 1992 1993 1994 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Income (Loss) from continuing
operations before taxes (5,346) (5,791) (2,456) (4,827) (828)
Add:
One third of rents 113 151 118 161 452
Interest expense 3,026 3,127 2,301 2,363 8,197
---------------------------------------------------
Adjusted Income (2,207) (2,513) (37) (2,303) 7,821
Fixed charges
One third of rents 113 151 118 161 452
Interest expense 3,026 3,127 2,301 2,363 8,197
Preferred dividend 0 0 454 414 801
---------------------------------------------------
3,139 3,278 2,873 2,938 9,450
---------------------------------------------------
Coverage (Deficiency)/Excess (5,346) (5,791) (2,910) (5,241) (1,629)
Ratio of Earnings to Combined
Fixed Charges and Preferred
Stock Dividends n.a n.a n.a n.a n.a
<CAPTION>
THREE MONTHS ENDED JULY 31,
---------------------------
1994 1995
---- ----
<S> <C> <C>
Income (Loss) from continuing
operations before taxes 957 1,504
Add:
One third of rents 34 76
Interest expense 998 7,108
---------------------------
Adjusted Income 1,989 8,688
Fixed charges
One third of rents 34 76
Interest expense 998 7,108
Preferred dividend 128 354
---------------------------
1,160 7,538
---------------------------
Coverage (Deficiency)/Excess 829 1,150
Ratio of Earnings to Combined
Fixed Charges and Preferred
Stock Dividends 1.71 1.15
</TABLE>
For purposes of computing these ratios, "earnings" consist of income from
continuing operations before income taxes, one-third of rents (deemed by the
Company to be representative of the interest factor), and interest expense.
"Fixed charges" consist of one-third of rents and interest expense.
Page 1
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-2 of our report dated June
16, 1995 (except with respect to Note 20 as to which the date is July 21,
1995) included in The Alpine Group, Inc.'s Form 10-K for the year ended April
30, 1995 and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
New York, New York
October 26, 1995
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-2 of our
post-emergence report dated March 28, 1994, except for Notes 1, 6 and 7,
which are as of October 12, 1994, and our pre-emergence report dated March 28,
1994, relating to the financial statements of Adience, Inc., appearing on
pages F-7 and F-8 of Form 8-K of The Alpine Group, Inc. filed as of October 30,
1995. We also consent to the reference to us under the heading "Experts" in
such Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Pittsburgh, Pennsylvania
October 30, 1995
