<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1995
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
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. / /
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. /X/
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. / /
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
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>
Common Stock, par value 1,053,265 shares $5.06 $5,329,521 $1,837.77
$.10 per share
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- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
---------------------------
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-3)
CAPTION OR LOCATION
FORM S-3 ITEM NUMBER AND CAPTION IN 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. Risk Factors . . . . . . . . . . . . . . . . . Risk Factors
4. Use of Proceeds. . . . . . . . . . . . . . . . Use of Proceeds
5. Determination of Offering Price. . . . . . . . Not Applicable
6. Dilution . . . . . . . . . . . . . . . . . . . Not Applicable
7. Selling Security Holders . . . . . . . . . . . Selling Stockholders
8. Plan of Distribution . . . . . . . . . . . . . Plan of Distribution
9. Description of Securities to be Registered . . Outside Front Cover Page
10. Interests of Named Experts and Counsel . . . . Not Applicable
11. Material Changes . . . . . . . . . . . . . . . Not Applicable
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
1,053,265 SHARES
THE ALPINE GROUP, INC.
COMMON STOCK, PAR VALUE $.10 PER SHARE
The shares of Common Stock, par value $.10 per share (the "Common Stock"),
of The Alpine Group, Inc., a Delaware corporation ("Alpine" or the "Company",
offered hereby are being sold by certain selling stockholders (the "Selling
Stockholders"). The Company will not receive any portion of the proceeds
from the sale of the shares being offered hereby. The Selling Stockholders
directly, or through agents designated from time to time, may sell from time to
time all or part of the Common Stock in amounts and on terms to be determined
at the time of sale. The Selling Stockholders 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 Common Stock under the Securities Act of
1933, as amended (the "Securities Act"). The Selling Stockholders and brokers
who execute orders on their 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.
PURCHASE OF THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
FOR CERTAIN CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE COMMON STOCK, SEE
"RISK FACTORS" WHICH COMMENCES ON PAGE 4.
---------------------------------------
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.
----------------------------------------
The date of this Prospectus is October __, 1995.
<PAGE>
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 Room 3190, 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-3 (the "Registration Statement") under the Securities Act with respect to
the Common 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
Common 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").
2
<PAGE>
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 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.
4. The Company's Current Report on Form 8-K, as filed with the
Commission on October 30, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14,
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing such documents. 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.
3
<PAGE>
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 SHARES OF COMMON STOCK.
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 the Common Stock, 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.
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. 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
4
<PAGE>
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 Operating 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.
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.
5
<PAGE>
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.
ABSENCE OF CASH DIVIDENDS
Alpine has never paid cash dividends on the Common Stock and does
not anticipate paying cash dividends on the Common Stock in the foreseeable
future. In addition, payment of dividends on Alpine's Preferred Stock
will reduce the amount of funds which might otherwise be available for the
payment of dividends on the Common Stock. Furthermore, because Alpine is a
holding company and all of its operations are, and will be, conducted through
its subsidiaries, Alpine's
6
<PAGE>
ability to pay dividends on the Common Stock will be dependent upon the earnings
of Alpine's subsidiaries and the distribution of earnings or other payment of
funds by such subsidiaries to Alpine.
7
<PAGE>
USE OF PROCEEDS
All of the shares of Common Stock offered hereby are being sold by the
Selling Stockholders. The Company will not receive any of the proceeds from
such sale.
SELLING STOCKHOLDERS
The following table sets forth: (i) the name of each Selling Stockholder;
(ii) the number of shares of Common Stock owned by each Selling Stockholder
prior to the offering; (iii) the number of shares of Common Stock to be offered
hereby for each Selling Stockholder's account; and (iv) the number of shares of
Common Stock to be owned by each Selling Stockholder after the offering assuming
all shares offered hereby are sold.
<TABLE>
<CAPTION>
Beneficial Ownership of Shares of Beneficial Ownership of
Common Stock Before Common Stock to Common Stock After the
Selling Stockholder the Offering be Offered Hereby Offering
- -------------------------------------------- ----------------------------- ----------------- -----------------------------
Percent of Percent of
Outstanding Outstanding
Shares Shares Shares Shares
------ -------------- ------ -----------
<S> <C> <C> <C> <C> <C>
Hermes Capital Management, Ltd. . . . . . . 1,424,231(1) 8.0%(1) 315,789 1,108,442 6.3%
Oregon Equity Fund. . . . . . . . . . . . . 737,476 4.2% 737,476 -0- -0-%
-------
Total . . . . . 1,053,265
---------
---------
(1) Does not include 1,032,000 shares of Common Stock currently
valuable upon conversion of shares of the Comopany's 8%
Cumulative Convertible Senior Preferred Stock, par value $1.00
per share.
</TABLE>
PLAN OF DISTRIBUTION
The Selling Stockholders have advised Alpine that they propose that the
Common Stock to be offered hereby be offered for sale and sold or distributed,
from time to time, by the Selling Stockholders, 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 Stockholders or acting as principals, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices or otherwise, or by a
combination of such methods.
The Selling Stockholders and any brokers, dealers or agents that
participate in the distribution of the Common Stock offered hereby may be deemed
to be underwriters, and any profit on the sale of the Common Stock offered
hereby by them 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 Common Stock offered hereby will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states, the Common Stock offered hereby may not be sold unless it has been
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<PAGE>
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 Stockholders will sell all or
any of the shares of Common Stock offered by them hereunder.
LEGAL MATTERS
Certain legal matters in connection with the validity of the shares of
Common 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 Alcatel NA Cable Systems, Inc. and
Alcatel Canada Wine, Inc. (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, Inc. ("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 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."
9
<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 Alpine. 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
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . 8
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . 8
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1,053,265 SHARES
THE ALPINE GROUP, INC.
COMMON 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 Common Stock being registered. The Selling Stockholders 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 Common Stock under the
Securities Act.
Registration fee and expenses. . . . . . . . $ 1,837.77
Legal fees and expenses. . . . . . . . . . . $15,000
Accounting fees and expenses . . . . . . . . $ 5,000
Miscellaneous. . . . . . . . . . . . . . . . $11,000
Total $22,837.77
----------
----------
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
- ------- -----------
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
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
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
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<PAGE>
27 Financial Data Schedule (incorporated herein by reference to Exhibit 27
to the 1995 10-K)
__________________
* Filed herewith
Item 17. Undertakings
The Company hereby undertakes:
(1) 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, 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;
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement 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;
Insofar as indemnification for liabilities arising under the Securities
Act, 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II-3
<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-3, 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-3 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-4
<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, Jr.
- ------------------------- Director October 30, 1995
Ernest C. Janson, Jr.
/s/ Bragi F. Schut
- ------------------------- Director October 30 , 1995
Bragi F. Schut
/s/ Kenneth G. Byers
- ------------------------- Director October 30, 1995
Kenneth G. Byers, Jr.
/s/ Gene E. Lewis
- ------------------------- Director October 30, 1995
Gene E. Lewis
II-5
<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-3 with
exhibits thereto (the "Registration Statement") filed by the Company under the
Securities Act of 1933 (the "Act"), relating to the registration of 1,053,265
shares (the "Shares") of Common Stock, par value $.10 per share, of the Company.
As such counsel, we have participated in the preparation of the
Registration Statement and have reviewed the corporate proceedings in connection
with the issuancec 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 Coompany, 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, 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>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 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-3 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
