SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 4)
POLYVISION CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class
of Securities)
456702107
(CUSIP Number of Class
of Securities)
Stewart H. Wahrsager, Esq.
The Alpine Group, Inc.
1790 Broadway
New York, New York 10019
(212) 757-3333
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 29, 1995
(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 _____.
<PAGE>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Alpine Group, Inc.
22-1620387
4. Source of Funds
OO
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
1,449,845 shares
8. Shared Voting Power
None.
9. Sole Dispositive Power
1,449,845 shares
10. Shared Dispositive Power
None.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,449,845 shares
13. Percent of Class Represented by Amount in Row (11)
17.5%
14. Type of Reporting Person
CO
<PAGE>
SCHEDULE 13D
The Statement on Schedule 13D (the "Schedule 13D"), as
amended, of The Alpine Group, Inc., a Delaware corporation,
relating to shares of Common Stock, $.001 par value per share of
PolyVision Corporation (formerly Information Display Technology,
Inc.) is hereby amended and restated as set forth below.
Pursuant to Rule 13d-2(c) under the Securities Exchange Act
of 1934, previously filed paper exhibits are not being restated.
ITEM 1. SECURITY AND ISSUER.
[TEXT OF ITEM 1 OF THE SCHEDULE 13D AS ORIGINALLY FILED:]
The class of equity securities to which this Statement
relates is the Common Stock, par value $.001 per share (the
"Common Stock"), of Information Display Technology, Inc., a New
York corporation (the "Issuer"). The principal executive offices
of the Issuer are located at 1305 Grandview Avenue, Pittsburgh,
Pennsylvania 15211.
[TEXT OF ITEM 1 OF AMENDMENT NO. 3 TO THE SCHEDULE 13D AS
ORIGINALLY FILED:]
Item 1 is hereby amended by deleting the text thereof and
replacing it in its entirety with the following:
The class of equity securities to which this Statement
relates is the Common Stock, par value $.001 per share (the
"Common Stock"), of PolyVision Corporation, a New York
corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 866 North Main Street Extension,
Wallingford, Connecticut 06492.
ITEM 2. IDENTITY AND BACKGROUND.
[TEXT OF ITEM 2 OF THE SCHEDULE 13D AS ORIGINALLY FILED:]
This Statement is being filed by The Alpine Group,
Inc., a Delaware corporation ("Alpine"). Alpine is a diversified
industrial company with operations conducted through its
subsidiaries in the telecommunications wire and cable, defense
and commercial electronics and data communications, and
information display markets. The principal office of Alpine is
located at 1790 Broadway, New York, New York 10019. Attached
hereto as Annex A is certain information with respect to each
executive officer and director of Alpine.
During the last five years, Alpine has not been, and to
the best knowledge of Alpine, none of the directors and executive
officers of Alpine has been, convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors).
During the last five years, Alpine has not been, and to
the best knowledge of Alpine, none of the directors and executive
officers of Alpine has been, a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of such proceeding has become subject to a judgment,
decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such
laws.
To the best knowledge of Alpine, all of its directors
and executive officers are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
[TEXT OF ITEM 3 OF THE SCHEDULE 13D AS ORIGINALLY FILED:]
Alpine has entered into a stock purchase agreement,
dated as of October 11, 1994 (the "Stock Purchase Agreement"),
pursuant to which, and subject to the terms and conditions
thereof, Alpine agreed to purchase from certain stockholders (the
"Adience Selling Stockholders") of Adience, Inc., a Delaware
corporation ("Adience"), approximately 83% of the outstanding
common stock, par value $.01 per share ("Adience Common Stock"),
of Adience. Adience currently owns 10,692,165 shares of Common
Stock, representing approximately 80.3% of such shares
outstanding. Pursuant to the Stock Purchase Agreement, the
Adience Selling Stockholders will receive in consideration for
their shares of Adience Common Stock: (i) approximately 167,000
shares of a new issue of 8% Cumulative Convertible Preferred
Stock, par value $1.00 per share, of Alpine ("Alpine 8% Preferred
Stock") and (ii) approximately 2,800,000 shares of Common Stock.
Upon consummation of the Stock Purchase Agreement, Alpine intends
to cause a wholly-owned subsidiary of Alpine to merge with and
into Adience, so that thereafter Adience will be a wholly-owned
subsidiary of Alpine. The remaining stockholders of Adience, in
consideration for their shares of Adience Common Stock, will be
entitled to receive in such merger an aggregate of approximately
$1.5 million in cash. The foregoing transactions are herein
collectively referred to as the "Adience Acquisition."
Alpine has also entered into a debt exchange
agreement, dated as of October 11, 1994 (the "Debt Exchange
Agreement"), with the holders of approximately 92% of the Adience
11% Senior Secured Notes due 2002 (the "Adience Senior Notes"),
pursuant to which such holders will exchange their Adience Senior
Notes, in the principal amount of approximately $45.0 million,
plus all accrued interest, for an aggregate of: (i)
approximately $36.7 million in cash; (ii) approximately 91,700
shares of Alpine 8% Preferred Stock; and (iii) approximately
1,022,700 shares of Common Stock.
Alpine intends to offer and sell in a private placement
approximately $100,000,000 of Alpine's Senior Notes due 2004 (the
"Notes") as a source of funds to be used in the Adience
Acquisition (including consummating the transactions contemplated
by the Debt Exchange Agreement). The consummation of both the
Adience Acquisition and the Debt Exchange Agreement are
conditioned upon the closing of Alpine's offering of the Notes.
Reference is made to the Stock Option Agreement, a form
of which is attached hereto as an exhibit and which is
incorporated herein by reference.
[TEXT OF ITEM 3 OF AMENDMENT NO. 1 TO THE SCHEDULE 13D]
The closing under the Stock Purchase Agreement occurred
on December 21, 1994. Pursuant thereto, Alpine purchased from
the Adience Selling Stockholders approximately 80% of the
outstanding Adience Common Stock and the Adience Selling
Stockholders received in consideration for their shares of
Adience Common Stock: (i) an aggregate of 82,252 shares of
Alpine 8% Preferred Stock and (ii) the right to receive, subject
to and upon the occurrence of the IDT Merger, an aggregate of
2,752,887 shares of Common Stock. The Stock Purchase Agreement
provides that, if the IDT Merger does not occur prior to May 31,
1994, the Adience Selling Stockholders will receive additional
shares of Alpine 8% Preferred Stock. Alpine intends to cause a
wholly-owned subsidiary of Alpine to merge with and into Adience,
so that thereafter Adience will be a wholly-owned subsidiary of
Alpine. The remaining stockholders of Adience, in consideration
for their shares of Adience Common Stock, will be entitled to
receive in such merger an aggregate of approximately $1.5 million
in cash.
Alpine has postponed the closing under the Debt
Exchange Agreement and has postponed the private placement of
approximately $100,000,000 of Alpine's Notes.
Reference is made to the Stock Purchase Agreement, as
amended and restated, a form of which is attached hereto as an
exhibit and which is incorporated herein by reference.
[TEXT OF ITEM 3 OF AMENDMENT NO. 4 TO THE SCHEDULE 13D]
Alpine has entered into amendments to the Stock
Purchase Agreement with certain Adience Selling Stockholders (the
"Stock Purchase Amendment") and the Debt Exchange Agreement with
all of the other parties thereto (the "Debt Exchange Amendment").
Under the Stock Purchase Amendment, Alpine agreed to deliver
129,541 shares of Common Stock to the parties thereto in partial
consideration for the 39,816 shares of Alpine 8% Preferred Stock
previously delivered to such parties pursuant to the Stock
Purchase Agreement and in satisfaction of certain further
obligations of Alpine thereunder. Under the Debt Exchange
Amendment, Alpine agreed to deliver 121,935 shares of Common
Stock to the parties thereto in partial consideration for the
44,906 shares of Alpine 8% Preferred Stock previously delivered
to such parties pursuant to the Debt Exchange Agreement and in
satisfaction of certain further obligations of Alpine thereunder.
Reference is made to the Stock Purchase Amendment and
the Debt Exchange Amendment, forms of which are being filed
herewith as exhibits and which are incorporated herein by
reference.
ITEM 4. PURPOSE OF TRANSACTION.
[TEXT OF ITEM 4 OF THE SCHEDULE 13D AS ORIGINALLY FILED:]
Alpine has entered into the Stock Purchase Agreement
and the Debt Exchange Agreement as part of a series of
contemplated transactions to effect the Adience Acquisition.
Upon consummation of the Adience Acquisition, Alpine
will own approximately 52% of the issued and outstanding shares
of Common Stock. Alpine anticipates entering into an Agreement
and Plan of Merger (the "IDT Merger Agreement") with the Issuer
providing for the merger of two of Alpine's subsidiaries (Alpine
PolyVision, Inc., a Delaware corporation ("APV"), and Posterloid
Corporation, a Delaware corporation ("Posterloid")), with and
into IDT Acquisition Corp., a wholly-owned subsidiary of the
Issuer formed for the purpose of acquiring APV and Posterloid.
In connection with the Stock Purchase Agreement, Alpine will
receive irrevocable proxies to vote the shares of Common Stock
held by the Adience Selling Stockholders and former holders of
Adience Senior Notes in favor of the IDT Merger. As a result of
this, Alpine will be entitled and intends to vote approximately
80% of the issued and outstanding shares of Common Stock in favor
of the IDT Merger.
The IDT Merger Agreement will provide that Alpine will
receive upon consummation of the IDT Merger: (i) shares of
Common Stock and (ii) shares of a new issue of Series A preferred
stock, par value $.001 per share ("IDT Series A Preferred
Stock"), of the Issuer.
Concurrently with the closing of the Adience
Acquisition and the offering of the Notes, Alpine will be issued
shares of a new issue of preferred stock, par value $1 per share,
of APV ("APV Preferred Stock"), which shares will be pledged as
collateral to partially secure the Notes until the IDT Merger is
consummated. Upon and after the IDT Merger, the shares of IDT
Series A Preferred Stock received by Alpine in connection
therewith will be pledged as collateral to partially secure the
Notes.
Subsequent to the IDT Merger, Alpine intends to
distribute to its stockholders shares of Common Stock (the "IDT
Spin-Off") so that thereafter Alpine will own approximately 20%
of the outstanding shares of Common Stock. Alpine intends to
retain the shares of IDT Series A Preferred Stock received by it
in the IDT Merger, which shares will be pledged as collateral to
secure the Notes.
Concurrently with the IDT Merger, Alpine plans to vote
its shares in favor of the election of Messrs. Elbaum, Kanely,
and Schut, officers and directors of Alpine, to the Board of
Directors of the Issuer and in favor of amending the Certificate
of Incorporation of the Issuer to (i) effect a one-for-three
reverse stock split with respect to the Common Stock, (ii) change
the name of the Issuer to PolyVision Corporation, and (iii)
divide the Board of Directors of the Issuer into three classes,
in which directors will serve for three years, with one class
being elected each year.
In addition, upon the closing of the Adience
Acquisition, it is anticipated that Messrs. Kanely and Nickerson,
officers of Alpine, will become the President and Chief Financial
Officer, respectively, of the Issuer, and, upon the consummation
of the IDT Spin-Off, that each of them will resign his position
with Alpine.
Except as described herein, Alpine does not have any
plans or proposals which relate to or would result in (a) the
acquisition by any person of additional securities of the Issuer
or the disposition of securities of the Issuer, (b) an
extraordinary corporate transaction, such as a merger,
reorganization, or liquidation involving the Issuer, (c) a sale
or transfer of a material amount of the assets of the Issuer,
(d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the
Issuer's board of directors, (e) any material change in the
present capitalization or dividend policy of the Issuer, (f) any
other material change in the Issuer's business or corporate
structure, (g) changes in the Issuer's charter, bylaws, or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person,
(h) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities
of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended, or (j) any action similar to any of those
enumerated above.
[TEXT OF ITEM 4 OF AMENDMENT NO. 1 TO THE SCHEDULE 13D:]
Alpine and the Issuer entered into the IDT Merger
Agreement, as of December 21, 1994, providing for the merger of
two of Alpine's subsidiaries, APV and Posterloid, with and into
two wholly-owned subsidiaries of the Issuer to be formed for the
purpose of acquiring APV and Posterloid. Since the Stock
Purchase Agreement provides that Adience Selling Stockholders
will receive shares of Common Stock upon the consummation of the
Merger, no shares of Common Stock have been distributed to them
to date. Accordingly, Alpine, through its control of Adience,
currently intends to cause Adience to vote approximately 80% of
the issued and outstanding shares of Common Stock in favor of the
IDT Merger. However, since the obligations of the parties to
consummate the IDT Merger are subject to a number of conditions,
as set forth in the IDT Merger Agreement, there can be no
assurances that the IDT Merger will be consummated. The IDT
Merger Agreement provides that Alpine will receive upon
consummation of the IDT Merger approximately: (i) 109,100,000
shares of Common Stock and (ii) 5,000 shares of IDT Series A
Preferred Stock. Reference is made to the IDT Merger Agreement,
a copy of which is attached hereto and incorporated herein by
reference.
Concurrently with the closing of the Stock Purchase
Agreement, William B. Jackson, James B. Upchurch, and A. Stanley
West resigned from the Board of Directors of the Issuer, and the
remaining members of the Board of Directors elected Steven S.
Elbaum, James R. Kanely, and Bragi F. Schut, officers and
directors of Alpine, to the Board of Directors of the Issuer. In
addition, upon the closing of the Stock Purchase Agreement, Alan
J. Nickerson, Senior Vice President of Alpine, became the Chief
Financial Officer of the Issuer.
Subsequent to the IDT Merger, Alpine intends to effect
the IDT Spin-Off so that thereafter Alpine will own approximately
20% of the outstanding shares of Common Stock. Alpine intends to
retain the shares of IDT Series A Preferred Stock received by it
in the IDT Merger.
Concurrently with the IDT Merger, Alpine plans to vote
its shares in favor of amending the Certificate of Incorporation
of the Issuer to (i) effect a one-for-10 reverse stock split with
respect to the Common Stock, (ii) change the name of the Issuer
to PolyVision Corporation, and (iii) divide the Board of
Directors of the Issuer into three classes, in which directors
will serve for three years, with one class being elected each
year. Subsequent to the IDT Merger, Alpine intends to effect the
IDT Spin-Off so that thereafter Alpine will own approximately 20%
of the outstanding shares of Common Stock. Alpine intends to
retain the shares of IDT Series A Preferred Stock received by it
in the IDT Merger.
Except as described herein, Alpine does not have any
plans or proposals which relate to or would result in (a) the
acquisition by any person of additional securities of the Issuer
or the disposition of securities of the Issuer, (b) an
extraordinary corporate transaction, such as a merger,
reorganization, or liquidation involving the Issuer, (c) a sale
or transfer of a material amount of the assets of the Issuer,
(d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the
Issuer's board of directors, (e) any material change in the
present capitalization or dividend policy of the Issuer, (f) any
other material change in the Issuer's business or corporate
structure, (g) changes in the Issuer's charter, bylaws, or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person,
(h) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities
of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended, or (j) any action similar to any of those
enumerated above.
[TEXT OF ITEM 4 OF AMENDMENT NO. 2 TO THE SCHEDULE 13D:]
Alpine and the Issuer entered into an Exchange
Agreement, dated April 29, 1995 (the "Exchange Agreement"),
pursuant to which Alpine agreed to transfer to the Issuer 758
shares of common stock of APV in return for 100 shares of Series
I Preferred Stock, par value $.01 per share ("Series I Preferred
Stock"), of IDT and 225,000 shares of Common Stock.
Alpine, the Issuer, and the other parties to the IDT
Merger Agreement entered into an Amendment, dated April 29, 1995
("Amendment No. 1"), to the IDT Merger Agreement, which provides
that the number of shares of Common Stock to be received by
Alpine in the IDT Merger will be reduced by 8,225,000 shares and,
upon the consummation of the IDT Merger, the Issuer will issue
and deliver to Alpine 8,000,000 shares of Common Stock (prior to
the proposed one-for-15 reverse stock split with respect to the
Common Stock), in return for the shares of Series I Preferred
Stock held by Alpine.
Reference is made to the Exchange Agreement (including
Exhibit 1 thereto which sets forth the relative rights,
preferences, and limitations of the Series I Preferred Stock) and
to Amendment No. 1, copies of which are being filed as exhibits
hereto and which are incorporated herein by reference.
[TEXT OF ITEM 4 OF AMENDMENT NO. 3 TO THE SCHEDULE 13D:]
As a result of the Exchange Agreement, Alpine may be
deemed to be the beneficial owner of 100 shares of Series I
Preferred Stock and 225,000 shares of Common Stock, which,
together with the 10,692,165 shares of Common Stock owned by
Adience (which is 87% owned by Alpine) aggregate 10,917,165
shares of Common Stock, representing approximately 80.5% of such
shares outstanding. On April 28, 1995, Alpine irrevocably agreed
to dispose of, to parties unaffiliated with Alpine, 225,000
shares of Common Stock, and as a result thereof, Alpine may be
deemed to be the indirect beneficial owner of 10,692,165 shares
of Common Stock owned by Adience, representing approximately
78.9% of such shares outstanding.
[TEXT OF ITEM 4 OF AMENDMENT NO. 3 TO THE SCHEDULE 13D]
The IDT Merger was consummated on May 24, 1995 and,
pursuant to the IDT Merger Agreement, Alpine received 7,180,688
newly-issued shares of Common Stock and 1,000,000 shares of a new
issue of preferred stock of the Issuer (representing
approximately 98% of the outstanding preferred stock).
On June 14, 1995, Alpine distributed 5,954,759 shares
of Common Stock to its stockholders in the IDT Spin-Off. On July
21, 1995, Alpine used an aggregate of 250,329 shares of Common
Stock as partial consideration in payment for shares of Adience
Common Stock and Adience Senior Notes pursuant to the Stock
Purchase Agreement and the Debt Exchange Agreement. In addition,
pursuant to the Debt Exchange Agreement and the Stock Purchase
Agreement, Alpine may deliver to the sellers thereunder
additional shares of Common Stock depending on the market value
of the Common Stock during a specified period.
[TEXT OF ITEM 4 OF AMENDMENT NO. 4 TO THE SCHEDULE 13D]
Item 4 of Amendment No. 3 to the Schedule 13D is hereby
amended by replacing "5,954,759" with "5,941,849."
Alpine may deliver to the Adience Selling Stockholders
who were not parties to the Stock Purchase Amendment additional
shares of Common Stock depending on the market value of the
Common Stock during a specified period.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
[TEXT OF ITEM 5 OF SCHEDULE 13D AS ORIGINALLY FILED:]
Upon the consummation of the Adience Acquisition,
Alpine may be deemed to be the indirect beneficial owner of the
10,692,165 shares of Common Stock owned by Adience, representing
approximately 80.3% of such shares outstanding. The consummation
of the Stock Purchase Agreement, the Debt Exchange Agreement, and
the Adience Acquisition is subject to the occurrence of a number
of conditions (including the completion of the offering of the
Notes), and there can be no assurance that such transactions will
be consummated. Accordingly, Alpine disclaims the beneficial
ownership of any shares of Common Stock.
On March 3, 1994, Steib & Company ("Steib"), a New York
general partnership in which Messrs. Elbaum and Schut are general
partners, purchased 500,000 shares of Adience Common Stock.
Steib has agreed to sell such shares to Alpine pursuant to the
Stock Purchase Agreement. In connection with an advisory
agreement (the "Advisory Agreement") between Adience and Steib,
Adience granted to Steib an option to purchase an aggregate of
1,275,000 shares of Adience Common Stock at an exercise price of
$1.25 per share, which option vests in three equal annual
installments. The option is presently exercisable (or
exercisable within 60 days hereof) with respect to 425,000
shares.
[TEXT OF ITEM 5 OF AMENDMENT NO. 1 TO THE SCHEDULE 13D:]
As a result of the consummation of the Stock Purchase
Agreement, Alpine may be deemed to be the indirect beneficial
owner of the 10,692,165 shares of Common Stock owned by Adience,
representing approximately 80.3% of such shares outstanding.
[TEXT OF ITEM 5 OF AMENDMENT NO. 2 TO THE SCHEDULE 13D:]
As a result of the Exchange Agreement, Alpine may be
deemed to be the beneficial owner of 100 shares of Series I
Preferred Stock and 225,000 shares of Common Stock, which,
together with the 10,692,165 shares of Common Stock owned by
Adience (which is 87% owned by Alpine) aggregate 10,917,165
shares of Common Stock, representing approximately 80.5% of such
shares outstanding. On April 28, 1995, Alpine irrevocably agreed
to dispose of, to parties unaffiliated with Alpine, 225,000
shares of Common Stock, and as a result thereof, Alpine may be
deemed to be the indirect beneficial owner of 10,692,165 shares
of Common Stock owned by Adience, representing approximately
78.9% of such shares outstanding.
[TEXT OF ITEM 5 OF AMENDMENT NO. 3 TO THE SCHEDULE 13D:]
After giving effect to the receipt by Alpine of
7,180,688 shares of Common Stock in the IDT Merger on May 24,
1995 and the distribution by Alpine to its stockholders of
5,955,455 shares of Common Stock in the IDT Spin-Off, Alpine owns
1,700,635 shares of Common Stock, representing 20.5% of the
outstanding shares.
[TEXT OF ITEM 5 OF AMENDMENT NO. 4 TO THE SCHEDULE 13D]
After giving effect to the distribution by Alpine of
Common Stock to the other parties to the Stock Purchase Amendment
and the Debt Exchange Amendment, Alpine owns 1,449,845 shares of
Common Stock, representing approximately 17.5% of the outstanding
shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
[TEXT OF ITEM 6 OF THE SCHEDULE 13D AS ORIGINALLY FILED:]
Except as described herein, Alpine has no contracts,
arrangements, understandings, or relationships (legal or
otherwise) with respect to any securities of the Issuer,
including, but not limited to, any agreements concerning (i) the
transfer or voting of any securities of the Issuer, (ii) finder's
fees, (iii) joint ventures, (iv) loan or option arrangements, (v)
puts or calls, (vi) guarantees of profits, (vii) division of
profits or loss, or (viii) the giving or withholding of proxies.
[TEXT OF ITEM 6 OF AMENDMENT NO. 4 TO THE SCHEDULE 13D:]
Reference is made to Item 4 hereof and to the forms of
the Stock Purchase Amendment and the Debt Exchange Amendment,
which are being filed as exhibits hereto and which are
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
[TEXT OF ITEM 7 OF THE SCHEDULE 13D AS ORIGINALLY FILED:]
Exhibit 1 - Form of Stock Purchase Agreement
[TEXT OF ITEM 7 OF AMENDMENT NO. 1 TO THE SCHEDULE 13D:]
Exhibit 1 - Form of Stock Purchase Agreement, as
amended and restated
Exhibit 2 - IDT Merger Agreement
[TEXT OF ITEM 7 OF AMENDMENT NO. 2 TO THE SCHEDULE 13D:]
Exhibit 1 - Amendment No. 1 to IDT Merger Agreement
Exhibit 2 - Exchange Agreement
[TEXT OF ITEM 7 OF AMENDMENT NO. 4 TO THE SCHEDULE 13D:]
Exhibit 1 - Form of Stock Purchase Amendment
Exhibit 2 - Form of Debt Exchange Amendment
<PAGE>
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 accurate.
Dated: February __, 1996
THE ALPINE GROUP, INC.
By: /s/ Stewart H. Wahrsager
Name: Stewart H. Wahrsager
Title: General Counsel and Secretary
<PAGE>
ANNEX A [AS AMENDED]
EXECUTIVE OFFICERS AND DIRECTORS OF ALPINE
DAVID S. ALDRIDGE; 1790 Broadway, New York, New York 10019; Chief
Financial Officer and Treasurer of Alpine.
KENNETH G. BYERS, JR.; 6285 Barfield Road, Atlanta, Georgia
30328; a director of Alpine; President and sole shareholder of
Byers Engineering Company, a telecommunications technical
services firm.
STEVEN S. ELBAUM; 1790 Broadway, New York, New York 10019;
Chairman of the Board of Directors and Chief Executive Officer of
Alpine.
RANDOLPH HARRISON; Frost Mill Road, Mill Neck, New York 11765; a
director of Alpine; a private investor and consultant to Poten &
Partners, Inc., an energy and shipping industry consulting firm
where he was President prior to 1985.
JOHN C. JANSING; 162 South Beach Road, Hobe Sound, Florida 33455;
a director of Alpine; Chairman of the Independent Election
Corporation of America, a shareholder proxy tabulating firm, from
1976 to 1992 and currently a director of Vestaur Securities, Inc.
and 14 Lord Abbett mutual funds.
ERNEST C. JANSON, JR,; 216 Roger Webster, Williamsburg, Virginia
23185; a director of Alpine; retired, formerly a partner with
Coopers & Lybrand, certified public accountants.
JAMES R. KANELY; 1790 Broadway, New York, New York 10019; a
director of Alpine.
GENE E. LEWIS; 25 Spartina Crescent, Sea Pines Plantation, Hilton
Head Island, South Carolina 29928; a director of Alpine; a
consultant to various health care and venture capital companies
and currently a director of EDITEK, Inc., American Drug Company,
and Adience.
BRAGI F. SCHUT; 1790 Broadway, New York, New York 10019;
Executive Vice President and a director of Alpine.
STEWART H. WAHRSAGER; 1790 Broadway, New York, New York 10019;
Secretary and General Counsel.
AMENDMENT
TO
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT
AMENDMENT, dated as of October ___, 1995, between the
person or entity whose name is set forth on the Signature Page
hereto (the "Holder") and The Alpine Group, Inc., a Delaware
corporation with offices at 1790 Broadway, New York, New York
10019 ("Alpine").
RECITALS
The Holder and Alpine are parties to an Amended and
Restated Stock Purchase Agreement, dated as of October 11, 1994
(as amended to date, the "Agreement"). In connection with the
transactions contemplated by the Agreement, the Holder received,
and is currently the legal and beneficial owner of, the
respective numbers of shares of Alpine 8% Preferred Stock and
PolyVision Common Stock set forth in Exhibit A hereto.
Pursuant to Section 1.06 of the Agreement, the Holder
is entitled to receive certain Reset Consideration from Alpine.
The parties wish to provide for the payment and settlement of all
of Alpine's obligations with respect to the Reset Consideration.
Accordingly, the Holder and Alpine wish to amend the Agreement as
provided herein.
THEREFORE, in consideration of the mutual agreements
herein contained and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Definitions. Terms defined in the Agreement and
used but not otherwise defined herein shall have the meanings
given to them in the Agreement.
2. Exchange.
a. In full consideration and satisfaction of
Alpine's obligations with respect to the Reset Consideration,
pursuant to Section 1.06 of the Agreement or otherwise, Alpine
shall transfer and deliver to the Holder the number of shares of
Alpine Common Stock and PolyVision Common Stock set forth on
Exhibit A, and the Holder shall transfer and deliver to Alpine
the number of shares of Alpine 8% Preferred Stock set forth on
Exhibit A. The transfers and deliveries contemplated by this
Amendment shall take place simultaneously with the execution of
this Amendment.
b. Neither certificates nor scrip for
fractional shares of Alpine Common Stock or PolyVision Common
Stock will be issued in connection with the transaction
contemplated hereby, but in lieu thereof the Holder otherwise
entitled to a fraction of a share of Alpine Common Stock or
PolyVision Common Stock as set forth on Exhibit A shall be paid
in cash an amount equal to such fraction multiplied by (1) $5.75
(in the case of a fractional share of Alpine Common Stock) or (2)
$3.5625 (in the case of a fractional share of PolyVision Common
Stock), in each case rounded upward or downward to the nearest
whole cent.
3. Registration. Alpine confirms that it will
effect a registration under the Securities Act of the Alpine
Common Stock transferred and delivered hereunder in accordance
with the provisions of Section 5.02 of the Agreement and that the
provisions of Section 5.01 of the Agreement (relating to
registration of the PolyVision Common Stock) apply to the
PolyVision Common Stock transferred hereunder. The Holder
acknowledges and agrees that Alpine will not be required to
effect, and no registration will be effected, with respect to the
Alpine 8% Preferred Stock.
4. Representations.
a. The Holder represents to Alpine that the
Holder is the legal and beneficial owner of the respective
numbers of shares of Alpine 8% Preferred Stock and PolyVision
Common Stock set forth on Exhibit A. The Holder repeats and
reaffirms each of the representations and warranties set forth in
Sections 2.01 and 2.02 of the Agreement, modified to apply to the
Alpine 8% Preferred Stock being transferred and delivered by it
hereunder and to the PolyVision Common Stock owned by it.
b. The Holder repeats and reaffirms each of
the representations and warranties set forth in Sections 2.03
through 2.05 of the Agreement, modified to apply to the Alpine
Common Stock and PolyVision Common Stock being acquired
hereunder.
c. Alpine repeats and reaffirms each of the
representations and warranties set forth in Sections 3.01 through
3.05 of the Agreement, modified to apply to the Alpine 8%
Preferred Stock being acquired hereunder.
5. Other. All other terms and conditions of the
Agreement shall remain in full force and effect without
modification.
[SIGNATURE PAGE FOLLOWS]
<PAGE>
This Amendment has been duly executed on the date
hereinabove set forth.
THE ALPINE GROUP, INC.
By:____________________
Name:
Title:
The Holder:
REFERENCE IS MADE TO THE COUNTERPART HOLDER'S SIGNATURE PAGE,
EXECUTED BY THE HOLDER AND MADE A PART HEREOF
AMENDMENT
TO
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT
COUNTERPART SIGNATURE PAGE
Name of Holder:
By:______________________________
(signature)
Name:______________________________
Title:_____________________________
AMENDMENT
TO
AMENDED AND RESTATED
DEBT EXCHANGE AGREEMENT
AMENDMENT, dated as of October ___, 1995, between the
person or entity whose name is set forth on the Signature Page
hereto (the "Holder") and The Alpine Group, Inc., a Delaware
corporation with offices at 1790 Broadway, New York, New York
10019 ("Alpine").
RECITALS
The Holder and Alpine are parties to an Amended and
Restated Debt Exchange Agreement, dated as of October 11, 1994
(as amended to date, the "Agreement"). In connection with the
transactions contemplated by the Agreement, the Holder received,
and is currently the legal and beneficial owner of, the
respective numbers of shares of Alpine 8% Preferred Stock and
PolyVision Common Stock set forth in Exhibit A hereto.
Pursuant to Section 1.06 of the Agreement, the Holder
is entitled to receive certain Reset Consideration from Alpine.
The parties wish to provide for the payment and settlement of all
of Alpine's obligations with respect to the Reset Consideration.
Accordingly, the Holder and Alpine wish to amend the Agreement as
provided herein.
THEREFORE, in consideration of the mutual agreements
herein contained and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Definitions. Terms defined in the Agreement and
used but not otherwise defined herein shall have the meanings
given to them in the Agreement.
2. Exchange.
a. In full consideration and satisfaction of
Alpine's obligations with respect to the Reset Consideration,
pursuant to Section 1.06 of the Agreement or otherwise, Alpine
shall transfer and deliver to the Holder the number of shares of
Alpine Common Stock and PolyVision Common Stock set forth on
Exhibit A, and the Holder shall transfer and deliver to Alpine
the number of shares of Alpine 8% Preferred Stock set forth on
Exhibit A. The transfers and deliveries contemplated by this
Amendment shall take place simultaneously with the execution of
this Amendment.
ab. Neither certificates nor scrip for
fractional shares of Alpine Common Stock or PolyVision Common
Stock will be issued in connection with the transaction
contemplated hereby, but in lieu thereof the Holder otherwise
entitled to a fraction of a share of Alpine Common Stock or
PolyVision Common Stock as set forth on Exhibit A shall be paid
in cash an amount equal to such fraction multiplied by (1) $5.75
(in the case of a fractional share of Alpine Common Stock) or (2)
$3.5625 (in the case of a fractional share of PolyVision Common
Stock), in each case rounded upward or downward to the nearest
whole cent.
2. Registration. Alpine confirms that it will
effect a registration under the Securities Act of the Alpine
Common Stock transferred and delivered hereunder in accordance
with the provisions of Section 5.02 of the Agreement and that the
provisions of Section 5.01 of the Agreement (relating to
registration of the PolyVision Common Stock) apply to the
PolyVision Common Stock transferred hereunder. The Holder
acknowledges and agrees that Alpine will not be required to
effect, and no registration will be effected, with respect to the
Alpine 8% Preferred Stock.
3. Representations.
a. The Holder represents to Alpine that the
Holder is the legal and beneficial owner of the respective
numbers of shares of Alpine 8% Preferred Stock and PolyVision
Common Stock set forth on Exhibit A. The Holder repeats and
reaffirms each of the representations and warranties set forth in
Sections 2.01 and 2.02 of the Agreement, modified to apply to the
Alpine 8% Preferred Stock being transferred and delivered by it
hereunder and to the PolyVision Common Stock owned by it.
b. The Holder repeats and reaffirms each of
the representations and warranties set forth in Sections 2.03
through 2.05 of the Agreement, modified to apply to the Alpine
Common Stock and PolyVision Common Stock being acquired
hereunder.
c. Alpine repeats and reaffirms each of the
representations and warranties set forth in Sections 3.01 through
3.05 of the Agreement, modified to apply to the Alpine 8%
Preferred Stock being acquired hereunder.
5. Other. All other terms and conditions of the
Agreement shall remain in full force and effect without
modification.
[SIGNATURE PAGE FOLLOWS]
<PAGE>
This Amendment has been duly executed on the date
hereinabove set forth.
THE ALPINE GROUP, INC.
By
Name:
Title:
The Holder:
REFERENCE IS MADE TO THE COUNTERPART HOLDER'S SIGNATURE PAGE,
EXECUTED BY THE HOLDER AND MADE A PART HEREOF
AMENDMENT
TO
AMENDED AND RESTATED
DEBT EXCHANGE AGREEMENT
COUNTERPART SIGNATURE PAGE
Name of Holder:
By: ______________________________
(signature)
Name:______________________________
Title:_____________________________
