<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 1996
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)
<TABLE>
<S> <C>
DELAWARE 22-1620387
(State or other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or organization)
</TABLE>
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)
STEWART H. WAHRSAGER, ESQ.
THE ALPINE GROUP, INC.
1790 BROADWAY
NEW YORK, NEW YORK 10019
(212) 757-3333
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
COPIES TO:
Henry O. Smith III, Esq.
Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE.
--------------------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11 (a)(1)
of this form, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
- ------------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH PROPOSED MAXIMUM
CLASS OF PROPOSED MAXIMUM AGGREGATE
SECURITIES TO BE AMOUNT TO OFFERING PRICE OFFERING AMOUNT OF
REGISTERED BE REGISTERED PER UNIT PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par
value $.10 per
share............ 894,268 shares $4.125 $3,688,855 $1,272.02
</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)
<TABLE>
<CAPTION>
FORM S-3 ITEM NUMBER AND CAPTION CAPTION OR LOCATION IN PROSPECTUS
- ----------------------------------------- ------------------------------------
<C> <S> <C>
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
</TABLE>
<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.
<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY 19, 1996
PROSPECTUS
894,268 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.
------------------------
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 JANUARY , 1996.
<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 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, filed August
29, 1995, the Company's Annual Report on Form 10-K/A-2, filed October 10, 1995,
and the Company's Annual Report on Form 10-K/A-3, filed November 21, 1995 (the
"Form 10-K").
2. The Company's Current Report on Form 8-K, filed May 26, 1995, as amended
by the Company's Current Report on Form 8-K/A, filed July 25, 1995, the
Company's Current Report on Form 8-K/A-2, filed October 10, 1995, and the
Company's Current Report on Form 8-K/A-3, filed November 21, 1995 (setting forth
certain financial statements of the U.S. and Canadian copper wire and cable
business (the "Alcatel Business") of Alcatel NA Cable Systems, Inc. and Alcatel
Canada Wire, Inc., which was acquired by the Company in May 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, filed
September 19, 1995, the Company's Quarterly Report on Form 10-Q/A-2, filed
October 10, 1995, and the Company's Quarterly Report on Form 10-Q/A-3, filed
November 21, 1995 (the "July 10-Q").
2
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4. The Company's Current Report on Form 8-K, filed October 30, 1995 (setting
forth certain financial statements of Adience, Inc. ("Adience") and the Alcatel
Business).
5. The Company's Current Report on Form 8-K, filed November 21, 1995
(setting forth certain financial statements of Adience and Superior
Telecommunications Inc.).
6. The Company's Quarterly Report on Form 10-Q for the quarter ended October
31, 1995, filed December 15, 1995, as amended by the Company's Quarterly Report
on Form 10-Q/A, filed January 18, 1996 (the "October 10-Q").
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 ALPINE'S SECURITIES.
SUBSTANTIAL LEVERAGE
Alpine's businesses are capital intensive and Alpine has incurred or assumed
substantial indebtedness. In the ordinary course of business, Alpine has
incurred and will continue to incur additional indebtedness to fund seasonal
increases in its receivables and inventories and the other requirements of its
businesses. Alpine may incur additional debt in the future. Alpine's ability to
borrow under its existing credit agreement will be dependent upon, among other
things, its ability to maintain a sufficient level of receivables and
inventories. If Alpine is unable to borrow sufficient funds under its existing
credit agreement to finance its business and working capital needs, its business
may be substantially and adversely affected.
The degree to which Alpine is leveraged could have important consequences to
holders of Alpine's securities, including the following: (i) Alpine's ability to
obtain financing in the future for working capital, capital expenditures and
general corporate purposes may be impaired; (ii) a substantial portion of
Alpine's cash flow from operations will be required to be dedicated to the
payment of interest on its indebtedness; and (iii) a high degree of leverage may
make Alpine more vulnerable to economic downturns and may limit its ability to
withstand competitive pressures.
Alpine believes that, based upon current levels of operations, it will be
able to meet its debt service obligations. If, however, Alpine cannot generate
sufficient cash flow from operations to meet its obligations, then Alpine may be
required to refinance its debt, raise additional capital or take other actions
such as reducing its level of capital expenditures. There can be no assurance,
however, that any of such actions could be effected on satisfactory terms or
would be permitted by the terms of Alpine's credit arrangements.
HISTORY OF LOSSES AND ACCUMULATED DEFICIT
Alpine has incurred losses from continuing operations in each of the past
five fiscal years ended April 30, 1995. There can be no assurance that Alpine
will attain profitable operations.
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 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
4
<PAGE>
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.
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 a fluoropolymer material, 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.
5
<PAGE>
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 had 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 ON COMMON STOCK
Alpine has never paid cash dividends on the Common Stock and does not
anticipate paying cash dividends on the Common Stock in the 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. In addition, because Alpine is a holding company, all of
its operations are, and will be, conducted through its subsidiaries. Alpine's
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.
USE OF PROCEEDS
All of the shares of Common Stock offered hereby are being sold by the
Selling Stockholders. See "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 and the percentage of the class to be owned by each Selling
Stockholder after the offering assuming all shares offered hereby are sold.
<TABLE>
<CAPTION>
BENEFICIAL BENEFICIAL OWNERSHIP OF
OWNERSHIP OF COMMON STOCK AFTER THE
COMMON STOCK SHARES OF OFFERING
BEFORE THE COMMON STOCK --------------------------
OFFERING TO BE PERCENT OF
(NUMBER OF OFFERED OUTSTANDING
SELLING STOCKHOLDER SHARES) HEREBY SHARES SHARES
- -------------------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
Fidelity Charles
Street Trust:
Fidelity Asset
Manager (1)........ 54,516 54,516 0 *
Fidelity Puritan
Trust: Fidelity
Puritan Fund (1)... 25,208 25,208 0 *
Variable Insurance
Products Fund: High
Income Portfolio
(1)................ 13,283 13,283 0 *
Fidelity Summer
Street Trust:
Fidelity Capital &
Income Fund (1).... 224,608 224,608 0 *
Fidelity
Fixed-Income Trust:
Spartan High Income
Fund (1)........... 50,308 50,308 0 *
Fidelity Advisor
Series II: Fidelity
Advisor High Yield
Fund (1)........... 8,658 8,658 0 *
Fidelity Charles
Street Trust:
Fidelity Asset
Manager Growth
(1)................ 5,941 5,941 0 *
Fidelity Magellan
Fund (1)........... 33,908 33,908 0 *
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
BENEFICIAL BENEFICIAL OWNERSHIP OF
OWNERSHIP OF COMMON STOCK AFTER THE
COMMON STOCK SHARES OF OFFERING
BEFORE THE COMMON STOCK --------------------------
OFFERING TO BE PERCENT OF
(NUMBER OF OFFERED OUTSTANDING
SELLING STOCKHOLDER SHARES) HEREBY SHARES SHARES
- -------------------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
Variable Insurance
Products Fund II:
Asset Manager
Portfolio (1)...... 8,483 8,483 0 *
Fidelity Asset
Manager Fund (2)... 591 591 0 *
Trust Accounts
Managed by Fidelity
Management Trust
Company (3)........ 73,924 73,924 0 *
Robert Freeman...... 88,832 88,832 0 *
Libra-Wilshire
Partners L.P....... 64,765 64,765 0 *
First Boston Total
Return Fund........ 14,933 14,933 0 *
BEA Strategic Income
Fund............... 30,673 30,673 0 *
BEA Income Fund..... 65,878 65,878 0 *
First Albany
Corporation (4).... 2,072 2,072 0 *
Steven S. Elbaum
(5)................ 1,677,110(6) 1,119 1,675,991(6) 8.8%
Fletcher L. Byrom
(7)................ 1,119 1,119 0 *
Gene Lewis (8)...... 48,294(9) 1,119 47,175(9) *
James Upchurch
(7)................ 1,119 1,119 0 *
Charles C. Torie
(7)................ 151 151 0 *
Rita Hochberg....... 5,595 5,595 0 *
Lawrence J.
Rawson............. 6,714 6,714 0 *
M.H. Davidson &
Co................. 1,323 1,323 0 *
Davidson Kempner
Endowment
Partners........... 6,893 6,893 0 *
Davidson Kempner
Institutional
Partners........... 3,331 3,331 0 *
Davidson Kempner
Partners........... 8,202 8,202 0 *
Laterman & Co.,
L.P................ 3,810 3,810 0 *
Montgomery County
Employees'
Retirement
System............. 12,192 12,192 0 *
Suez Ventures....... 75,000 75,000 0 *
</TABLE>
- ------------------------
* Represents less than one percent of the outstanding shares.
(1) Each of such entities is an investment company, or a portfolio of an
investment company, registered under Section 8 of the Investment Company Act
of 1940, as amended (collectively, the "Selling Shareholder Funds").
Fidelity Management & Research Company, a Massachusetts corporation and an
investment adviser registered under Section 203 of the Investment Advisers
Act of 1940 ("FMRC"), provides investment advisory services to each of the
Selling Shareholder Funds, to certain other registered investment companies
and to certain other funds or accounts. FMRC is a wholly-owned subsidiary of
FMR Corp., a Massachusetts corporation. See footnotes (2) and (3).
(2) FMRC provides investment advisory services to this fund. FMRC was appointed
to provide such services by Fidelity Investments Canada Limited, the trustee
and manager of Fidelity Asset Manager Fund and a wholly-owned subsidiary of
FMR.
7
<PAGE>
(3) Shares indicated as owned by such entity are owned directly by various
private investment accounts, primarily employee benefit plans, for which
Fidelity Management & Trust Company ("FMTC") serves as trustee or managing
agent. FMTC is a wholly-owned subsidiary of FMR and a bank as defined in
Section 3(a)(6) of the Exchange Act.
(4) First Albany Corporation has been retained in the past to act as Alpine's
financial advisor and placement agent and may from time to time be engaged
by Alpine to undertake additional investment banking and placement services.
(5) Mr. Elbaum has been the Chairman of the Board of Directors and Chief
Executive Officer of the Company since 1984.
(6) Includes (i) 469,774 shares issuable upon exercise of certain stock options
and (ii) 1,262 shares owned by Mr. Elbaum's wife as custodian for their
minor son.
(7) Former directors or officers of Adience.
(8) Mr. Lewis is a director of the Company and of Adience.
(9) Includes 43,314 shares issuable upon exercise of certain stock options.
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, as principals or through one or more underwriters or
broker-dealers acting as agents or brokers for the Selling Stockholders or
through other customer brokerage channels 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. Such sales
may be made (i) on an exchange on which the Common Stock is listed, (ii) in the
over-the-counter market, (iii) in transactions otherwise than in the
over-the-counter market or (iv) through the writing of options (whether such
options are listed on an options exchange or otherwise) on, or settlement of
short sales of the Common Stock.
If the Selling Stockholders effect such transactions by selling Common Stock
to or through underwriters, brokers, dealers or agents, such underwriters,
brokers, dealers or agents may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders or commissions from
purchasers of Common Stock for whom they may act as agent (which discounts,
concessions or commissions as to particular underwriters, brokers, dealers or
agents may be in excess of those customary in the types of transactions
involved). 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
registered or qualifies for sale in such state or an exemption from registration
or qualification is available and is complied with. The Company will pay all of
the expenses incident to the registration, offering and sale of the Common Stock
to the public hereunder other than commissions, fees and discounts of
underwriters, brokers, dealers and agents. The Company has agreed to indemnify
certain of the Selling Stockholders and any underwriters against certain
liabilities, including liabilities under the Securities Act. The Company will
not receive any of the proceeds from the sale of any of the Common Stock by the
Selling Stockholders.
There can be no assurance that the Selling Stockholders will sell all or any
of the shares of Common Stock offered by them hereunder.
8
<PAGE>
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 and schedule of Alpine as of April 30,
1994 and 1995 and for each of the three fiscal years in the period ended April
30, 1995, the combined financial statements of the Alcatel Business as of
December 31, 1993 and 1994 and for each of the three years in the period ended
December 31, 1994, the consolidated financial statements of Adience as of
December 31, 1994 and for the year then ended and as of January 1, 1995 and
April 30, 1995 and for the four months ended April 30, 1995, and the financial
statements of Superior Telecommunications Inc. as of May 1, 1994 and April 30,
1995 and for the period from November 11, 1993 to May 1, 1994 and for the fiscal
year ended April 30, 1995, which are incorporated by reference in this
Prospectus, have been audited, to the extent and for the periods indicated in
its reports, by Arthur Andersen LLP, independent public accountants, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said reports.
The pre-emergence consolidated financial statements of Adience for the year
ended December 31, 1992 and for the six months ended June 30, 1993, and the
post-emergence consolidated financial statements of Adience as of and for the
six months ended December 31, 1993 incorporated by reference in this Prospectus
have been so incorporated in reliance on the reports of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting. The post-emergence report includes an explanatory
paragraph regarding substantial doubt about Adience's ability to continue as a
going concern. Both the post- and the pre-emergence reports include an
informative paragraph regarding consummation of Adience's Plan of Reorganization
and adoption of the American Institute of Certified Public Accountants'
Statement of Position 90-7, "Financial Reporting by Entities in Reorganization
under the Bankruptcy Code."
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 THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE FACTS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 2
Risk Factors.............................................................. 4
Use of Proceeds........................................................... 6
Selling Stockholders...................................................... 6
Plan of Distribution...................................................... 8
Legal Matters............................................................. 9
Experts................................................................... 9
</TABLE>
894,268 SHARES
THE ALPINE GROUP, INC.
COMMON STOCK
---------------------
PROSPECTUS
---------------------
JANUARY , 1996
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
<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.
<TABLE>
<S> <C>
Registration fee and expenses......................................... $1,272.02
Legal fees and expenses............................................... $ 15,000
Accounting fees and expenses.......................................... $ 5,000
Miscellaneous......................................................... $ 1,000
--------
Total............................................................. $22,272.02
--------
--------
</TABLE>
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.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ ----------------------------------------------------------------------
<S> <C>
2(a) Asset Purchase Agreement dated as of March 17, 1995 by and among
Alcatel NA Cable Systems, Inc., Alcatel Canada Wire, Inc., Superior
Cable Corporation and Superior Teletec Inc. (incorporated herein by
reference to Exhibit 1 to the Current Report on Form 8-K of Alpine
dated May 24, 1995)
2(b) Amendment dated May 11, 1995 to Asset Purchase Agreement by and among
Alcatel NA Cable Systems, Inc., Alcatel Canada Wire, Inc., Superior
Cable Corporation and Superior Teletec Inc. (incorporated herein by
reference to Exhibit 2 to the Current Report on Form 8-K of Alpine
dated May 24, 1995)
2(c) Agreement and Plan of Merger, dated as of December 21, 1994, as
amended, by and among Information Display Technology, Inc., IDT
PolyVision Acquisition Corp., IDT Posterloid Acquisition Corp., The
Alpine Group, Inc., Alpine/PolyVision, Inc. and Posterloid
Corporation (incorporated herein by reference to Exhibit 2 to
Amendment No. 1 to Alpine's Statement on Schedule 13D related to its
beneficial ownership of equity securities of Information Display
Technology, Inc. dated December 28, 1994)
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ ----------------------------------------------------------------------
<S> <C>
2(d) Amendment to the Agreement and Plan of Merger, dated as of December
21, 1994, by and among Information Display Technology, Inc., IDT
PolyVision Acquisition Corp., IDT Posterloid Acquisition Corp., The
Alpine Group, Inc., Alpine/PolyVision, Inc. and Posterloid
Corporation (incorporated herein by reference to Exhibit 1 to
Amendment No. 2 to Alpine's Statement on Schedule 13D related to its
beneficial ownership of equity securities of Information Display
Technology, Inc. dated May 5, 1995)
2(e) Amended and Restated Stock Purchase Agreement, dated as of October 11,
1994, by and among The Alpine Group, Inc. and certain stockholders of
Adience, Inc. ("Adience") as listed therein, as amended (incorporated
herein by reference to Exhibit 2.1 to the Company's Current Report on
Form 8-K dated January 5, 1995)
4(a) Indenture, dated as of October 31, 1989, between Alpine and IBJ
Schroder Bank & Trust Company ("IBJ"), as trustee, relating to the
Convertible Secured Senior Subordinated Notes due July 31, 1996, of
Alpine (incorporated herein by reference to Exhibit 4(d) to the Form
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 Company's Annual Report on
Form 10-K for the year ended April 30, 1992)
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 Form 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 Form 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
23(b)* Consent of Price Waterhouse LLP
23(c) Consent of Proskauer Rose Goetz & Mendelsohn LLP (contained in opinion
filed as Exhibit 5)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ ----------------------------------------------------------------------
<S> <C>
24 Power of Attorney (included on Pg. II-4)
27 Financial Data Schedules (incorporated herein by reference to Exhibit
27 to the Form 10-K and Exhibit 27 to the July 10-Q and Exhibit 27 to
the October 10-Q)
</TABLE>
- ------------------------
* 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
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-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 19th day of
January, 1996.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------------ ---------------------------- ----------------
<C> <S> <C>
Chairman of the Board and
/s/ STEVEN S. ELBAUM Chief Executive Officer
--------------------------------- (principal executive January 19, 1996
Steven S. Elbaum officer)
Vice President and Chief
/s/ DAVID S. ALDRIDGE Financial Officer
--------------------------------- (principal financial and January 19, 1996
David S. Aldridge accounting officer)
/s/ JAMES R. KANELY
--------------------------------- Director January 19, 1996
James R. Kanely
/s/ RANDOLPH HARRISON
--------------------------------- Director January 19, 1996
Randolph Harrison
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------------ ---------------------------- ----------------
<C> <S> <C>
/s/ JOHN C. JANSING
--------------------------------- Director January 19, 1996
John C. Jansing
/s/ ERNEST C. JANSON, JR.
--------------------------------- Director January 19, 1996
Ernest C. Janson, Jr.
/s/ BRAGI F. SCHUT
--------------------------------- Director January 19, 1996
Bragi F. Schut
/s/ KENNETH G. BYERS, JR.
--------------------------------- Director January 19, 1996
Kenneth G. Byers, Jr.
/s/ GENE E. LEWIS
--------------------------------- Director January 19, 1996
Gene E. Lewis
</TABLE>
II-5
<PAGE>
EXHIBIT 5
PROSKAUER ROSE GOETZ & MENDELSOHN LLP
1585 BROADWAY
NEW YORK, NY 10019
January 19, 1996
The Board of Directors
The Alpine Group, Inc.
1790 Broadway
New York, NY 10019
Ladies and Gentlemen:
You have requested our opinion in connection with the filing by The Alpine
Group, Inc., a Delaware corporation (the "Company"), with the Securities and
Exchange Commission of a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933 (the "Securities Act") with respect
to 894,268 shares of common stock, $.10 par value per share, of the Company
("Common Stock"). The Registration Statement relates to the proposed sale of
819,268 shares of Common Stock by certain stockholders (the "Selling Stockholder
Shares") and the proposed sale of 75,000 shares of Common Stock held by Suez
Ventures (the "Suez Shares").
We have examined such records, documents and other instruments as we have
deemed relevant and necessary as a basis for the opinions hereinafter set forth.
We have also assumed without investigation the authenticity of any document
submitted to us as an original, the conformity to originals of any document
submitted to us as a copy, the authenticity of the originals of such latter
documents, the genuineness of all signatures and the legal capacity of natural
persons signing such documents.
Based upon the foregoing, it is our opinion that (a) the Suez Shares have
been duly authorized and are legally issued, fully paid and non-assessable, and
(b) the Selling Stockholder Shares are duly authorized, legally issued, fully
paid and non-assessable, and when the certificates therefor have been issued,
shall be legally issued.
The foregoing opinion relates only to matters of the internal law of the
State of New York and to the General Corporation Law of the State of Delaware
and does not purport to express any opinion on the laws of any other
jurisdiction.
We hereby consent to the filing of this opinion as an exhibit 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 so doing,
we do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ PROSKAUER ROSE GOETZ &
MENDELSOHN LLP
<PAGE>
EXHIBIT 23(A)
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 (1) our report dated
June 16, 1995 (except with respect to Note 20 as to which the date is July 21,
1995) related to the consolidated financial statements of The Alpine Group, Inc.
included in The Alpine Group, Inc.'s Form 10-K, as amended, for the year ended
April 30, 1995; (2) our reports dated June 16, 1995 related to the financial
statements of Superior Telecommunications Inc. and Adience, Inc., wholly-owned
subsidiaries of The Alpine Group, Inc., included in The Alpine Group, Inc.'s
Form 8-K dated November 21, 1995; (3) our report dated February 24, 1995 (except
for the matter discussed in Note 14, as to which the date is May 11, 1995)
related to the financial statements of Alcatel NA Cable Systems, Inc. and
Alcatel Canada Wire and Cable, Inc. included in The Alpine Group, Inc.'s Form
8-K dated May 26, 1995, as amended; and (4) our report dated March 28, 1995
related to the consolidated financial statements of Adience, Inc. included in
The Alpine Group, Inc.'s Form 8-K dated October 30, 1995; and to all references
to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
New York, New York
January 18, 1996
<PAGE>
EXHIBIT 23(B)
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 other reference to us under the heading "Experts" in such
Prospectus.
Price Waterhouse LLP
Pittsburgh, Pennsylvania
January 18, 1996
