UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SUPERIOR TELECOM INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
868365 10 7
(CUSIP Number)
Stewart H. Wahrsager, Esq.
The Alpine Group, Inc.
1790 Broadway
New York, NY 10019
(212) 757-3333
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 17, 1996
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b) (3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with the
statement: [ ]
CUSIP No. 868365 10 7
I. Name of Reporting Person The Alpine Group,
Inc.
S.S. or I.R.S. Identification No.
of Above Person (Intentionally
Omitted)
II. Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
III. SEC Use Only
IV. Source of Funds WC
V. Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
VI. Citizenship or Place of Organization Delaware
VII. Sole Voting 6,024,048
Power
Number of Shares VII. Shared Voting -0-
Power
IX. Sole Dis- 6,024,048
positive Power
X. Shared Dis- -0-
positive Power
XI. Aggregate Amount Beneficially
Owned By Each Reporting Person 6,024,048 shares
XII. Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
XIII. Percent of Class Represented by
Amount in Row (11) 50.1%
XIV. Type of Reporting Person CO
CUSIP No. 868365 10 7
I. Name of Reporting Person Steven S. Elbaum
S.S. or I.R.S. Identification No.
of Above Person (Intentionally
Omitted)
II. Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [ ]
III. SEC Use Only
IV. Source of Funds
V. Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or
2(e) [ ]
VI. Citizenship or Place of Organization United States
VII. Sole Voting -0-
Power
Number of Shares VIII. Shared Voting -0-
Power
IX. Sole Dis- -0-
positive Power
X. Shared Dis- -0-
positive Power
XI. Aggregate Amount Beneficially
Owned By Each Reporting Person -0- (See Item 5)
XII. Check box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
XIII. Percent of Class Represented by
Amount in Row (11) -0-
XIV. Type of Reporting Person IN
Item 1. Security and Issuer
The class of equity securities to which this Schedule 13D
relates is the Common Stock, par value $.01 per share (the
"Common Stock"), of Superior TeleCom Inc., a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer
are located at 1790 Broadway, New York, New York 10019.
Item 2. Identity and Background
This Schedule 13D is being filed by The Alpine Group, Inc.,
a Delaware corporation ("Alpine"), which maintains its principal
office at 1790 Broadway, New York, New York 10019 and by Steven
S. Elbaum ("Elbaum"), whose business address is 1790 Broadway,
New York, New York 10019.
Alpine is a diversified industrial company principally
engaged, through its subsidiaries (including the Issuer), 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. Certain information regarding the
directors and executive officers of Alpine is set forth on Annex
A hereto.
Elbaum, Chairman of the Board of Directors, Chief Executive
Officer and President of the Issuer, may be deemed to be the
beneficial owner of the shares of Common Stock owned by Alpine by
virtue of his position as Chairman of the Board of Directors and
Chief Executive Officer of Alpine and his beneficial ownership of
approximately 9.6% of the issued and outstanding common stock of
Alpine.
During the past five years neither Alpine, Elbaum nor, to
the best knowledge of Alpine, any of Alpine's directors or
executive officers (i) has been convicted in a criminal
proceeding (excluding traffic violations and similar
misdemeanors) or (ii) was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
resulting in his having been or being subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities law or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds
Alpine used $60,240 of its working capital to acquire the
shares of Common Stock owned by it. In addition, Alpine effected
the Reorganization (as hereinafter defined). See Item 4.
Item 4. Purpose of Transaction
On October 2, 1996, Alpine, which then owned all of the
outstanding capital stock of the Issuer and of the Issuer's
subsidiaries, Superior Telecommunications Inc. ("Superior") and
DNE Systems, Inc. ("DNE") caused Superior and DNE to declare
dividends on their common stock in an aggregate amount of $117.1
million. Superior also issued to Alpine 20,000 shares of its 6%
Cumulative Preferred Stock ("Superior Preferred Stock"). Alpine
then contributed to the Issuer all of the issued and outstanding
common stock of Superior and DNE (together with the foregoing
transactions, the "Reorganization").
In connection with the Reorganization, the Issuer entered
into a five-year revolving credit facility (the "Bank Credit
Facility") under which it borrowed $154.7 million to repay the
net amount of the intercompany debt owed to Alpine and to pay to
Alpine a portion of the dividends declared as part of the
Reorganization. The net proceeds of the Offering (as hereinafter
defined) were used to pay the remainder of the declared dividends
and to reduce the amount outstanding under the Bank Credit
Facility.
On October 17, 1996, the Issuer consummated an initial
public offering (the "Offering") of 6,000,000 shares of Common
Stock. The Issuer has granted to the underwriters of the
Offering a 30-day option (the "Over-Allotment Option") to
purchase up to 900,000 additional shares of Common Stock to cover
over-allotments, if any.
Upon completion of the Offering, Alpine owned 50.1% of the
outstanding Common Stock (approximately 46.6% if the Over-
Allotment Option is exercised in full). Alpine and the Issuer
have entered into an agreement, dated October 8, 1996 (the
"Contribution Agreement"), which provides that, if the Over-
Allotment Option is exercised, Alpine will restore its ownership
of the outstanding Common Stock to 50.1% by contributing to the
capital of the Issuer a portion of Superior Preferred Stock in
exchange for shares of Common Stock (the "Contribution") or by a
substantially equivalent transaction. The Contribution Agreement
provides that the amount of Superior Preferred Stock to be
contributed by Alpine will be that number of shares having an
aggregate liquidation value equal to the aggregate price paid by
the Issuer (including brokers' commissions) for shares of Common
Stock to be transferred by the Issuer to Alpine. The Prospectus
(as hereinafter defined) states that the Issuer intends to
acquire such shares of Common Stock through open market purchases
or otherwise using only net proceeds of the exercise of the Over-
Allotment Option. The Prospectus further states that the Issuer
will use any balance of those net proceeds to reduce outstanding
debt under the Bank Credit Facility.
Alpine intends continually to review the Issuer's business
affairs, financial position, and future prospects as well as
conditions in the securities markets and general economic and
other conditions. Based on such evaluation and review, Alpine
will continue to consider various alternative courses of action
with respect to the Issuer as it may deem appropriate in light of
the circumstances existing from time to time. Such actions may
involve the acquisition of additional shares of Common Stock or
may involve the sale of all or a portion of the shares of Common
Stock beneficially owned by Alpine in the open market or in
privately negotiated transactions to one or more purchasers.
Alpine may also seek to have additional persons designated by it
elected as members of the Board of Directors of the Issuer.
For additional information with respect to the
Reorganization, the Offering and related matters, reference is
made to the Issuer's prospectus, dated October 11, 1996 (the
"Prospectus"), which is incorporated herein by reference, filed
with the Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act of 1933, particularly the
information set forth under the captions, "The Company," "Use of
Proceeds" and "Certain Transactions and Relationships."
Item 5. Interest in Securities of the Issuer
Alpine is the beneficial owner of 6,024,048 shares of Common
Stock, representing 50.1% of the outstanding shares of Common
Stock. Elbaum, Chairman of the Board of Directors, Chief
Executive Officer and President of the Issuer, may be deemed to
be the beneficial owner of the shares of Common Stock owned by
Alpine, by virtue of his position as Chairman of the Board of
Directors and Chief Executive Officer of Alpine and his
beneficial ownership of approximately 9.6% of the issued and
outstanding common stock of Alpine.
Reference is also made to Item 4 hereof and the Prospectus
(particularly the information set forth under the captions, "The
Company," "Use of Proceeds" and "Certain Transactions and
Relationships"), which are incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
Pursuant to a services agreement between Alpine and the
Issuer (the "Services Agreement"), Alpine provides certain
services and office space to the Issuer, including, among other
things, assistance with public company reporting, certain
financial reporting functions, legal compliance, banking, risk
management and operational and strategic matters. Pursuant to
the Services Agreement, David S. Aldridge, Alpine's Chief
Financial Officer, serves as the Issuer's Chief Financial
Officer. The Services Agreement provides for the payment by the
Issuer to Alpine of $0.9 million per year plus reimbursement of
any third party expenses incurred by Alpine.
The Issuer and Alpine have entered into an agreement (the
"Preferred Stock Exchange Agreement") granting Alpine the right
to exchange the Superior Preferred Stock that Alpine owns for
preferred stock of the Issuer having identical terms ("TeleCom
Preferred Stock"). In addition, Alpine has the right to demand
registration under the Securities Act of 1933 of the TeleCom
Preferred Stock at any time commencing October 31, 1997.
On July 21, 1995, Alpine completed the placement of $153.0
million of 12.25% Senior Secured Notes (the "Alpine Notes") and
entered into an $85.0 million revolving credit facility (the
"Alpine Credit Facility"). The Alpine Notes and the Alpine
Credit Facility were guaranteed by Superior and Adience, Inc.
("Adience"), another subsidiary of Alpine. The Alpine Notes were
also secured by a pledge of the capital stock of Superior and
Adience.
An amendment to the indenture relating to the Alpine Notes
provides for the release of the aforementioned pledge and the
termination of the Superior guarantees. Alpine has pledged to
the trustee for the benefit of the holders of the Alpine Notes
all of its shares of Common Stock and Superior Preferred Stock.
In addition, Alpine's financing arrangements with Superior and
DNE were terminated in connection with the Bank Credit Facility.
The Issuer and Alpine have entered into the Contribution
Agreement to effect the contribution if the Over-Allotment Option
is exercised.
Item 7. Materials to be filed as Exhibits
Exhibit 1 - Joint Filing Agreement
Exhibit 2 - Preferred Stock Exchange Agreement (incorporated
by reference to Exhibit 10.10 to the Issuer's
Registration Statement on Form S-1 (Registration
No. 333-09933))
Exhibit 3 - Contribution Agreement (incorporated by reference
to Exhibit 10.2 to the Issuer's Registration
Statement on Form S-1 (Registration No. 333-
09933))
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete, and correct.
THE ALPINE GROUP, INC.
October 23, 1996 By /s/ Stewart H. Wahrsager
Stewart H. Wahrsager
Senior Vice President,
General Counsel and
Secretary
/s/ Steven S. Elbaum
Steven S. Elbaum
ANNEX A
Executive Officers and Directors
of The Alpine Group, Inc.
Steven S. Elbaum. Mr. Elbaum's address is 1790 Broadway,
New York, New York 10019. Mr. Elbaum is Chairman of the Board
and Chief Executive Officer of The Alpine Group, Inc. and
Chairman of the Board, Chief Executive Officer and President of
Superior TeleCom Inc. Mr. Elbaum is a citizen of the United
States.
Bragi F. Schut. Mr. Schut's address is 1790 Broadway, New
York, New York 10019. Mr. Schut is Executive Vice President, an
Assistant Secretary and a director of The Alpine Group, Inc. and
is a director of Superior TeleCom Inc. Mr. Schut is a citizen of
the United States.
David S. Aldridge. Mr. Aldridge's address is 1790 Broadway,
New York, New York 10019. Mr. Aldridge is Chief Financial
Officer and Treasurer of The Alpine Group, Inc. and of Superior
TeleCom Inc. Mr. Aldridge is a citizen of the United States.
Stewart H. Wahrsager. Mr. Wahrsager's address is 1790
Broadway, New York, New York 10019. Mr. Wahrsager is Senior Vice
President, General Counsel and Secretary of The Alpine Group,
Inc. and is Secretary of Superior TeleCom Inc. Mr. Wahrsager is
a citizen of the United States.
Stephen M. Johnson. Mr. Johnson's address is 1790 Broadway,
New York, New York 10019. Mr. Johnson is Executive Vice
President and Chief Operating Officer of The Alpine Group, Inc.
Mr. Johnson is a citizen of the United States.
Ernest C. Janson, Jr.. Mr. Janson's address is 216 Roger
Webster, Williamsburg, Virginia 23185. Mr. Janson is a director
of The Alpine Group, Inc. He was a partner with Coopers &
Lybrand LLP, independent public accountants, until his retirement
in 1985. Mr. Janson is a citizen of the United States.
James R. Kanely. Mr. Kanely's address is Road Atlanta, 5300
Winder Highway, Braseltown, Georgia 30517. He is a private
investor. Mr. Kanely is a director of The Alpine Group, Inc.
Mr. Kanely is a citizen of the United States.
Randolph Harrison. Mr. Harrison's address is Frost Mill
Road, Mill Neck, New York 11765. He is a private investor and
consultant to Poten & Partners, Inc., an energy and shipping
industry consulting firm, of which he was President prior to
1985. Mr. Harrison is a director of The Alpine Group, Inc. Mr.
Harrison is a citizen of the United States.
John C. Jansing. Mr. Jansing's address is 162 South Beach
Road, Hobe Sound, Florida 33455. Mr. Jansing is a director of
The Alpine Group, Inc. He was Chairman of The Independent
Election Corporation of America, a shareholder proxy tabulating
firm, from 1976 to 1992 and currently is a director of Vestaur
Securities, Inc. and 14 Lord Abbett mutual funds. Mr. Jansing is
a citizen of the United States.
Kenneth G. Byers, Jr. Mr. Byers' address is Byers
Engineering, 6285 Barfield Road, Atlanta, Georgia 30328. Mr.
Byers is a director of The Alpine Group, Inc. He is President
and sole shareholder of Byers Engineering Company, a
telecommunications technical services firm. Mr. Byers is a
citizen of the United States.
Gene E. Lewis. Mr. Lewis' address is 25 Spartina Crescent,
Sea Pines Plantation, Hilton Head Island, South Carolina 29928.
Mr. Lewis is a director of The Alpine Group, Inc. He is Chairman
of the Board and Chief Executive Officer of Novecom Technologies,
L.P. Mr. Lewis is a citizen of the United States.
EXHIBIT 1
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees that the Schedule
13D relating to the Common Stock, par value $.01 per share, of
Superior TeleCom Inc. (to which this Agreement is attached as
Exhibit 1), and all subsequent amendments, may be filed on behalf
of each such person.
THE ALPINE GROUP, INC.
October 23, 1996 By /s/ Stewart H. Wahrsager
Stewart H. Wahrsager
Senior Vice President,
General Counsel and
Secretary
October 23, 1996 By /s/ Steven S. Elbaum
Steven S. Elbaum
