UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
-------
THE ALPINE GROUP, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
020825105
------------------
(CUSIP Number)
Alexandra Investment Management, Ltd.
Mikhail A. Filimonov
Dimitri Sogoloff
237 Park Avenue
New York, New York 10017
(212) 808-3780
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 28, 1997
------------------
(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 [ ].
Page 1 of 10 pages
Exhibit Index on page 9
SCHEDULE 13D
CUSIP No. 020825105 Page 2 of 10 Pages
------------ -- --
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ALEXANDRA INVESTMENT MANAGEMENT, LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,097,391 SHARES**
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,097,391 SHARES**
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,097,391 SHARES**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.50%
14 TYPE OF REPORTING PERSON *
IA,CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Shares reported herein are also beneficially owned by other reporting
persons. See Item 5.
SCHEDULE 13D
CUSIP No. 020825105 Page 3 of 10 Pages
------------ -- --
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MIKHAIL A. FILIMONOV
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,097,391 SHARES**
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,097,391 SHARES**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,097,391 SHARES**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.50%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Shares reported herein are also beneficially owned by other
reporting persons. See Item 5.
SCHEDULE 13D
CUSIP No. 020825105 Page 4 of 10 Pages
------------ -- --
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DIMITRI SOGOLOFF
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,097,391 SHARES**
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,097,391 SHARES**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,097,391 SHARES**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.50%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Shares reported herein are also beneficially owned by other
reporting persons. See Item 5.
Page 5 of 10 Pages
ITEM 1. SECURITY AND ISSUER.
-------------------
This Schedule relates to the shares of Common Stock,
$.10 par value per share (the "Common Stock"), of The Alpine
Group, Inc., a Delaware corporation (the "Company"). The
principal executive office of the Company is located at 1790
Broadway, New York, New York 10019.
This Schedule is being filed pursuant to Section 13(d)
of the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder (the "Exchange Act").
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
(a) The persons filing this Schedule are (i) Alexandra
Investment Management, Ltd., a New York corporation (the
"Adviser"); (ii) Mr. Mikhail A. Filimonov, the Chairman, Chief
Executive Officer and Chief Investment Officer of the Adviser
and (iii) Mr. Dimitri Sogoloff, Chief Operations Officer of the
Adviser (the Adviser and Messrs. Filimonov and Sogoloff sometimes
being referred to herein collectively as the "Reporting Persons").
This Schedule reports the ownership of shares of Common
Stock that may be deemed to be beneficially owned by the Adviser
and, indirectly, by Messrs. Filimonov and Sogoloff, as principals
of the Adviser, by reason of their power to direct the voting and
disposition of such shares.
(b) The principal business of the Adviser is investment
management. The principal place of business of the Adviser is 237
Park Avenue, New York, New York 10017. Mr. Filimonov is the
Chairman, Chief Executive Officer and Chief Investment Officer of
the Adviser. Mr. Sogoloff is the Chief Operations Officer of the
Adviser.
The principal business of Mr. Filimonov is to act as
Chairman, Chief Executive Officer and Chief Investment Officer of
the Adviser. The principal business of Mr. Sogoloff is to act as
the Chief Operations Officer of the Adviser. The business
address of both Messrs. Sogoloff and Filimonov is c/o the Adviser
at 237 Park Avenue, New York, New York 10017.
(c) During the last five years, none of the Reporting
Persons has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(d) During the last five years, none of the Reporting
Persons has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is 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.
(e) Messrs. Filimonov and Sogoloff is each a United States
citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
The Adviser currently may be deemed to beneficially own
1,097,391 shares of Common Stock. Of such shares, 302,800 shares
were acquired for approximately $3,072,253.08 in cash. Of such
amount, approximately one-quarter was provided by margin borrowings
from one or more broker-dealers and the balance from working
capital of one of the Adviser's clients. Information concerning the
source and amount of funds with respect to the remaining 794,591
shares of Common Stock is set forth in Item 3 of a Schedule 13D
previously filed by the Reporting Persons with respect to the
Common Stock of the Company, dated April 28, 1993, and certain
amendments thereto, which hereby are incorporated by reference
in this Item 3. The relevant text of such Schedule 13D and
amendments are attached hereto as Exhibits 2 through 8.
Capitalized terms used in such exhibits have the meanings
ascribed to such terms therein.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
The Adviser has acquired the shares of Common Stock in
the ordinary course of business for investment. The Reporting
Persons may acquire additional shares of Common Stock from time
to time, in open market purchases, negotiated transactions or
otherwise, and may sell any or all of such shares of Common Stock
at any time.
None of the Reporting Persons presently has any plans
or proposals which relate to or would result in any of the
matters enumerated in clauses (a) through (j), inclusive, of Item
4 of Schedule 13D, namely: (a) the acquisition by any person of
additional securities of the Company or the disposition of
securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of
its subsidiaries; (d) any change in the present Board of
Directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill
any existing vacancies on the Board; (e) any material change in
the present capitalization or dividend policy of the Company; (f)
any other material change in the Company's business or corporate
structure; (g) changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any person;
(h) causing a class of securities of the Company 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 Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or (j) any
action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
(a) As of the date hereof, the Adviser may be deemed to
beneficially own 1,097,391 shares of Common Stock, comprising
approximately 6.50% of the approximately 16,889,781 shares of
Common Stock outstanding. In their capacities as principals of
the Adviser, such shares also may be deemed to be beneficially
owned indirectly by Messrs. Filimonov and Sogoloff.
(b) The Adviser, in its capacity as investment adviser,
may be deemed to have the power to vote or to dispose of the
1,097,391 shares of Common Stock. In their capacities as
principals of the Adviser, Messrs. Filimonov and
Sogoloff have the shared power to direct the vote and disposition
of such shares within the meaning of Rule 13d-3 under the
Exchange Act.
(c) Set forth on Schedule A hereto is a description of
all other transactions in the Common Stock effected by any of the
Reporting Persons between March 19, 1997 and July 30, 1997. All
such transactions consisted of open market purchases.
(d) No person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock, other than
such parties.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
-------------------------------------------------------
None.
Page 9 of 10 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Exhibit 1 - Joint Filing agreement dated August 6, 1997
Exhibit 2 - Text of Item 3 of Schedule 13D, dated
April 28, 1993.
Exhibit 3 - Text of Item 3 of Amendment No. 2, dated
February 1, 1994, to Schedule 13D, dated April
28, 1993.
Exhibit 4 - Text of Amendment No. 3, dated March 31,
1994, to Schedule 13D, dated April 28, 1993.
Exhibit 5 - Text of Item 3 of Amendment No. 4, dated
June 13, 1994, to Schedule 13D, dated April
28, 1993.
Exhibit 6 - Text of Item 3 of Amendment No. 5, dated
January 6, 1995, to Schedule 13D, dated April
28, 1993.
Exhibit 7 - Text of Item 3 of Amendment No. 6, dated
July 15, 1995, to Schedule 13D, dated April
28, 1993.
Exhibit 8 - Text of Item 3 of Amendment No.8, dated
March 20, 1997, to Schedule 13D, dated April
28, 1993.
Page 10 of 10 Pages
Signatures
----------
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: August 6 , 1997
ALEXANDRA INVESTMENT MANAGEMENT, LTD.
By:/s/ Mikhail A. Filmonov
------------------------------
Mikhail A. Filimonov, Chairman
Chief Executive Officer
Chief Investment Officer
/s/ Mikhail A. Filimonov
---------------------------------
MIKHAIL A. FILIMONOV
/s/ Dimitri Sogoloff
---------------------------------
DIMITRI SOGOLOFF
SCHEDULE A
TRANSACTIONS IN COMMON STOCK OF THE ALPINE GROUP, INC.
The Adviser effected the following purchases of Common
Stock of the Company on the dates listed. All transactions were
open market purchases executed on an agency basis on the American
Stock Exchange through various broker-dealers. Prices listed are
exclusive of commissions.
Date Number of Shares Price per Share
- ---- ---------------- ---------------
March 19, 1997 3,000 9.0000
April 30, 1997 10,000 9.2750
May 6, 1997 50,000 9.5000
May 28, 1997 45,000 9.1569
May 30, 1997 3,000 9.3750
June 2, 1997 5,000 9.5000
June 3, 1997 20,000 9.7500
June 6, 1997 25,000 10.1250
June 11, 1997 15,000 9.7083
June 25, 1997 10,000 10.5000
June 25, 1997 10,000 10.3125
June 25, 1997 30,700 10.4320
June 30, 1997 39,100 11.0708
July 21, 1997 15,000 11.9125
July 22, 1997 7,000 11.7857
July 23, 1997 10,000 11.6125
July 30, 1997 5,000 11.5000
Total 302,800
EXHIBIT 1
AGREEMENT WITH RESPECT TO THE FILING OF JOINT ACQUISITION
STATEMENTS UNDER RULE 13d-1(f) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Each of the undersigned hereby agrees, with respect to
the filing of a statement on Schedule 13D, dated the date hereof,
relating to the Common Stock of The Alpine Group, Inc., and any
and all amendments relating thereto, that such statement (and any
and all amendments thereto) is or will be filed on behalf of each
of them, it being understood and agreed, as provided in the
aforesaid Rule 13d-1(f)(1), that each such person is responsible
for the completeness and accuracy of the information concerning
such person contained therein, but is not responsible for other
persons making the filing unless such person knows or has reason
to believe that such information is inaccurate.
Date: August 6 , 1997
ALEXANDRA INVESTMENT MANAGEMENT, LTD.
By:/s/ Mikhail A. Filimonov
------------------------------
Mikhail Filimonov, Chairman
Chief Executive Officer
Chief Investment Officer
/s/ Mikhail A. Filimonov
----------------------------------
MIKHAIL A. FILIMONOV
/s/ Dimitri Sogoloff
----------------------------------
DIMITRI SOGOLOFF
EXHIBIT 2
SCHEDULE 13D, DATED APRIL 28, 1993
* * *
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
The Partnership currently owns beneficially 803,202
shares of Common Stock. Of such shares, 564,700 shares were
acquired for approximately $6,743,000 in cash. Of such amount
approximately one-half was provided by margin borrowings from one
or more broker-dealers and the balance from working capital of
the Partnership. The remaining 238,502 shares of the Common
Stock were acquired from the Company in exchange for 2,000 shares
of the 9% Cumulative Convertible Senior Preferred Stock, par
value $1.00 per share, of the Company (the "Preferred Shares").
EXHIBIT 3
AMENDMENT NO. 2, DATED FEBRUARY 1, 1994,
TO SCHEDULE 13D, DATED APRIL 28, 1993
* * *
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
On November 10, 1993, the Partnership purchased
$1,500,000 (1,500 shares) of the Company's 8 1/2 Cumulative
Convertible Senior Preferred Stock, $1.00 par value per share
("Senior Preferred Stock") in connection with the financing of
the Merger. The funds for the purchase of the shares of Senior
Preferred Stock were provided by the working capital of the
Partnership. The shares of Senior Preferred Stock are presently
convertible into 148,368 shares of Common Stock at the conversion
price of $10.11 per share.
During the period from December 7, 1993 to February 7,
1994, the Partnership purchased 292,000 shares of Common Stock.
Such shares were purchased for approximately $2,225,500 in cash.
Of such amount approximately one-half was provided by margin
borrowings from one or more broker-dealers and the balance from
the working capital of the Partnership.
EXHIBIT 4
AMENDMENT NO. 3, DATED MARCH 31, 1994,
TO SCHEDULE 13D, DATED APRIL 28, 1993
* * *
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
During the period from February 16, 1994 through April
20, 1994, the Partnership purchased 310,800 shares of Common
Stock. Such shares were purchased for approximately $2,121,930
in cash (exclusive of brokerage commissions). Of such amount
approximately one-half was provided by margin borrowings from one
or more broker-dealers and the balance from the working capital
of the Partnership.
EXHIBIT 5
AMENDMENT NO. 4, DATED JUNE 13, 1994,
TO SCHEDULE 13D, DATED APRIL 28, 1993
* * *
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
During the period from May 18, 1994 through August 3,
1994, the Partnership purchased 210,100 shares of Common Stock.
Such shares were purchased for $1,178,128.06 in cash (exclusive
of brokerage commissions). Of such amount approximately one-half
was provided by margin borrowings from one or more broker-dealers
and the balance from the working capital of the partnership.
On or about April 22, 1994, Alexandra Global Fund
acquired 315,789 shares of Common Stock in exchange for 1,500
shares of 8 1/2% Cumulative Convertible Senior Preferred Stock
("Senior Preferred Stock") of the Company held by Alexandra
Global Fund pursuant to a letter agreement dated April 22, 1994
between the Partnership and the Adviser ("Exchange Agreement").
EXHIBIT 6
AMENDMENT NO. 5, DATED JANUARY 6, 1995,
TO SCHEDULE 13D, DATED APRIL 28, 1993
* * *
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
On January 6, 1995, the Adviser, on behalf of the
Partnership and a managed account of a foreign financial
institution (collectively, "the Investors"), entered into an
agreement with the Company (the "Exchange Agreement") pursuant to
which the Investors exchanged 1,000,000 shares of Common Stock
for 160,000 shares of the Company's 8% Cumulative Convertible
Senior Preferred Stock, $1.00 par value per share ("8% Preferred
Stock"), having a liquidation preference of $50 per share, or an
aggregate liquidation preference of $8,000,000, or an exchange
ratio of 6.250 shares of Common Stock for each share of 8%
Preferred Stock. The shares of 8% Preferred Stock have the
rights, preferences and limitations set forth in the Certificate
of Designations with respect thereto, which is attached as
Exhibit B to the Exchange Agreement (the "Preferred
Certificate"). A copy of the Exchange Agreement is filed
herewith as Exhibit 1.
EXHIBIT 7
AMENDMENT NO. 6, DATED JULY 15, 1995,
TO SCHEDULE 13D, DATED APRIL 28, 1993
* * *
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
During the period from March 30, 1995 through and
including June 30, 1995 (the "Period"), the Adviser, on behalf of
a managed account, purchased 452,000 shares ("Period Shares") of
Common Stock. The Period Shares were purchased by the Adviser
with investment capital of the managed account and margin
borrowings.
In addition, pursuant to the Exchange Agreement and the
8% Preferred Certificate, commencing July 15, 1995 the Adviser
has the right to exchange 160,000 shares of 8% Preferred Stock
for 1,032,240 shares of Common Stock, at the exchange ratio
("Exchange Ratio") of one share of 8% Preferred Stock ($50
liquidation preference) for 6.45 shares of Common Stock.
EXHIBIT 8
AMENDMENT NO. 8, DATED MARCH 20, 1997,
TO SCHEDULE 13D, DATED APRIL 28, 1993
* * *
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
The funds required for the purchases of shares were
obtained from cash in the account managed by the Adviser.
