UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Name of Issuer: The Alpine Group, Inc.
Title of Class of Securities: Common Stock, $.01 par value.
CUSIP Number: 020825105
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Craig A. Drill
c/o Craig Drill Capital L.P.
767 Fifth Avenue
New York, New York 10153
(Date of Event which Requires Filing of this Statement)
6/24/97
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 [ ].
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
CUSIP No. 020825105
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Craig A. Drill
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
AF
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. Sole Voting Power
8. Shared Voting Power
922,000
2
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9. Sole Dispositive Power
10. Shared Dispositive Power
922,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
922,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
5.46%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
CUSIP No. 020825105
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Craig Drill Capital, L.L.C.
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
AF
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. Sole Voting Power
8. Shared Voting Power
922,000
4
<PAGE>
9. Sole Dispositive Power
10. Shared Dispositive Power
922,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
922,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
5.46%
14. Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
<PAGE>
CUSIP No. 020825105
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Craig Drill Capital L.P.
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
WC
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. Sole Voting Power
8. Shared Voting Power
922,000
6
<PAGE>
9. Sole Dispositive Power
10. Shared Dispositive Power
922,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
922,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
5.46%
14. Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
<PAGE>
Item 1. Security and Issuer
This statement relates to the Common Stock of The
Alpine Group, Inc. ("AGI"), a Delaware corporation.
AGI's principal executive office is located at 1790
Broadway, New York, New York 1OO19-1412.
Item 2. Identity and Background
This statement is being filed on behalf of Craig A.
Drill, Craig Drill Capital, L.L.C. (the "L.L.C."),
a Delaware limited liability company, and Craig
Drill Capital L.P. (the "Partnership"), a Delaware
limited partnership. Mr. Drill is the managing
member of the L.L.C., which is general partner of
the Partnership. The address for Mr. Drill, the
L.L.C. and the Partnership is 767 Fifth Avenue, New
York New York 10153.
The principal business of Mr. Drill and the L.L.C.
is to act as private investment managers. The
Partnership is a private investment partnership
formed to trade and invest primarily in securities
and financial instruments.
Neither Mr. Drill, the L.L.C. nor the Partnership
has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations
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or similar misdemeanors). Neither Mr. Drill, the
L.L.C. nor the Partnership has, during the last
five years, been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree
or final order enjoining future violations of, or
prohibiting or mandating activities subject to
federal or state securities laws of finding any
violation with respect to such laws.
Mr. Drill is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Drill, the L.L.C. and
the Partnership are deemed to beneficially own
922,000 shares of common stock (the "Common
Shares"). The Common Shares were purchased in open
market transactions at an aggregate cost of
$7,810,375.14.
The funds for the purchase of the Common Shares
were obtained from the working capital of the
Partnership which, in the normal course of its
business, was comprised of the Partnership's equity
contributed by the limited partners and the general
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partner, and earnings from the Partnership's
operations. No leverage was used to purchase the
Common Shares.
Item 4. Purpose of Transaction
The Common Shares deemed to be beneficially owned
by Mr. Drill, the L.L.C. and the Partnership were
acquired for and are being held for investment
purposes. Neither of Mr. Drill, the L.L.C. nor the
Partnership has any plan or proposal which relates
to, or would result in, any of the actions
enumerated in Item 4 of the Instructions to
Schedule 13D.
Item 5. Interest in Securities of the Issuer
As of the date hereof, Mr. Drill, the L.L.C. and
the Partnership are deemed to be the beneficial
owners of 922,000 Common Shares. Based on AGI's
most recently filed Form 10K, there are believed to
be 16,889,781 Common Shares of AGI outstanding.
Therefore, Mr. Drill, the L.L.C. and the
Partnership are deemed to beneficially own 5.46% of
the outstanding Common Shares. Each of Mr. Drill,
the L.L.C. and the Partnership share the power to
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<PAGE>
vote, direct the vote, dispose of or direct the
disposition of all Common Shares of which they are
deemed to beneficially own.
A description of the Partnership's transactions in
the Common Shares over the past 60 days appears
below:
Trade Date Transaction Number of Shares Price per Share
09/10/97 Buy 22,300 14.416
09/09/97 Buy 12,400 14.230
09/09/97 Buy 3,600 14.250
09/03/97 Buy 18,400 14.490
08/20/97 Buy 3,200 13.560
08/20/97 Buy 8,500 13.180
08/18/97 Buy 1,500 11.430
Item 6. Contracts, Arrangements, Understandings of
Relationships With Respect to Securities of
the Issuer
Neither of Mr. Drill, the L.L.C. or the Partnership
has any contracts, arrangements, understandings or
relationships with any person with respect to the
Common Shares.
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Item 7. Material to be Filed as Exhibits
Exhibit A: Joint Filing Agreement
Signature
The undersigned, after reasonable inquiry and to the best of
his knowledge and belief, certifies that the information set
forth in this statement is true, complete and correct.
September 15, 1997
/s/ Craig A. Drill
Craig A. Drill
Craig Drill Capital L.L.C.
By:/s/ Craig A. Drill
Craig A. Drill
Managing Member
Craig Drill Capital L.P.
By: Craig Drill Capital L.L.C.,
its general partner
By:/s/ Craig A. Drill
Craig A. Drill
Managing Member
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<PAGE>
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
September 15, 1997 relating to the Common Shares of The
Alpine Group, Inc. shall be filed on behalf of the
undersigned.
/s/ Craig A. Drill
Craig A. Drill
Craig Drill Capital L.L.C.
By:/s/ Craig A. Drill
Craig A. Drill
Managing Member
Craig Drill Capital L.P.
By: Craig Drill Capital L.L.C.,
its general partner
By:/s/ Craig A. Drill
Craig A. Drill
Managing Member
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19690000.AK6
