UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
11/18/97
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
1,116,300
2
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9. Sole Dispositive Power
10. Shared Dispositive Power
1,116,300
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,116,300
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
6.20%
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
1,116,300
4
<PAGE>
9. Sole Dispositive Power
10. Shared Dispositive Power
1,116,300
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,116,300
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
6.55%
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
1,116,300
6
<PAGE>
9. Sole Dispositive Power
10. Shared Dispositive Power
1,116,300
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,116,300
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
6.55%
14. Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
<PAGE>
This Amendment No. 1 to Schedule 13D is being filed on
behalf of Mr. Craig Drill, Craig Drill Capital, L.L.C. and
Craig Drill Capital L.P. to report a material change in
their beneficial ownership of the Common Stock of The Alpine
Group, Inc. ("AGI").
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
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
1,116,300 shares of common stock (the "Common
Shares"). The Common Shares were purchased in open
market transactions at an aggregate cost of
$10,961,562.11.
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
partner, and earnings from the Partnership's
8
<PAGE>
operations. No leverage was used to purchase the
Common Shares.
Item 4. Purpose of Transaction
No change.
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 1,116,300 Common Shares. Based on
information recently provided by management of AGI,
there are believed to be 17,037,007 Common Shares
of AGI outstanding. Therefore, Mr. Drill, the
L.L.C. and the Partnership are deemed to
beneficially own 6.55% of the outstanding Common
Shares. Each of Mr. Drill, the L.L.C. and the
Partnership share the power to 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 in
Exhibit A.
9
<PAGE>
Item 6. Contracts, Arrangements, Understandings of
Relationships With Respect to Securities of
the Issuer
No change.
Item 7. Material to be Filed as Exhibits
Exhibit A: Transactions Effected During the Last
60 Days
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.
November 26, 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
Transactions Effected During the Last 60 Days
Trade Date Transaction Number of Shares Price per Share
10/13/97 Buy 12,000 15.125
10/17/97 Buy 14,800 14.375
10/20/97 Buy 10,500 14.563
10/21/97 Buy 7,300 15.125
10/22/97 Buy 16,200 15.123
10/27/97 Buy 3,300 14.250
11/04/97 Buy 2,200 15.125
11/05/97 Buy 9,000 15.901
11/07/97 Buy 2,400 16.500
11/10/97 Buy 8,600 17.125
11/11/97 Buy 23,000 17.000
11/14/97 Buy 33,000 16.528
11/17/97 Buy 22,000 17.114
11/18/97 Buy 30,000 17.125
11
19690000.AM5
