UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Amendment No. 1
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Current Report
on Form 8-K, dated May 5, 1998 and filed May 19, 1998, as set forth in
the pages attached hereto:
Item 7 Financial Statements, Pro Forma Financial Information and Exhibits
May 5, 1998
Date of Report (Date of earliest event reported)
1-9078
Commission File Number
THE ALPINE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
22-1620387
(I.R.S. Employer Identification Number)
1790 Broadway
New York, New York 10019-1412
(Address of Principal Executive Offices) (Zip Code)
(212) 757-3333
(Registrant's telephone number, including area code)
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Pro Forma Financial Information. The pro forma financial information
included herein reflects the pro forma effects of the acquisition of Cables of
Zion United Works Ltd. ("COZ") (which occurred on May 5, 1998), the acquisition
of American Premier Holdings, Inc. ("APHI") (which occurred on January 30, 1998)
and the acquisition of Hepworth Refractories Limited ("Hepworth") (which
occurred on April 15, 1997). Such pro forma financial statements (including
appropriate pro forma adjustments) reflect (i) the condensed historical
statement of operations of The Alpine Group, Inc. ("Alpine") for the fiscal year
ended April 30, 1997 (derived from Alpine's Consolidated Financial Statements)
combined with the unaudited condensed historical statement of operations of
Hepworth for the 12-month period ended March 31, 1997, the unaudited condensed
historical statement of operations of APHI for the 12-month period ended March
31, 1997 and the unaudited condensed historical statement of operations of COZ
for the 12-month period ended March 31, 1997, and (ii) the unaudited condensed
historical balance sheet and statement of operations of Alpine as of January 31,
1998 and for the nine months then ended combined with the unaudited condensed
historical balance sheet and statement of operations of APHI and COZ as of
December 31, 1997 and for the nine months then ended.
The unaudited pro forma condensed combined statements of operations for
the 12 months ended April 30, 1997 and the nine months ended January 31, 1998
give effect to the above-referenced transactions as if they had occurred on May
1, 1996.
The unaudited balance sheet of Alpine at January 31, 1998 and the pro
forma statements of operations are based upon preliminary estimates of values,
transaction costs, plant and product line closure, and relocation costs and
preliminary appraisals. The actual recording of the transactions will be based
on final appraisals, values, closure, relocation costs and transactions costs.
Accordingly, the actual recording of the transactions can be expected to differ
from the financial statements presented herein.
The pro forma statements of operations do not necessarily represent the
results of operations that might have occurred had the transactions been
consummated as of the dates referred to above, nor are they necessarily
indicative of future operations of Alpine. Such pro forma statements should be
read in conjunction with the Consolidated Financial Statements of Alpine,
together with the respective notes thereto.
(a) Not applicable
(b) Pro Forma Condensed Combined Financial Statements (Unaudited)
(c) Exhibits
(1) Reference is made to Exhibit 1 in Item 7(c) of the Current Report
on Form 8-K, dated May 5, 1998 and filed May 19, 1998, which is
incorporated herein by reference.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 20, 1998 THE ALPINE GROUP, INC.
By: /s/ David S. Aldridge
David S. Aldridge
Chief Financial Officer
3
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE TWELVE MONTHS ENDED APRIL 30, 1997 (ALPINE) AND MARCH 31, 1997 (APHI, HEPWORTH and COZ)
Historical Historical Historical Historical Pro Forma
AGI Hepworth APHI COZ Adjustments Pro Forma
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Net Sales $ 579,794 $ 237,056 $ 171,252 $ 85,462 $ (8,432) (a) $ 1,065,132
Cost of goods sold 477,791 194,664 123,623 71,053 (7,110) (a) 861,489
701 (b)
633 (c)
134 (d
--------- --------- --------- --------- --------- ---------
Gross Profit 102,003 42,392 47,629 14,409 (2,790) 203,643
Selling, general and
administrative 40,833 28,568 34,727 7,950 (1,085) (a) 109,211
133 (b)
(1,200) (e)
(715) (f)
Amortization of goodwill 3,054 900 (b) 6,719
2,765 (c)
------- ------ ------ ------ ------- -------
Operating income (loss) 58,116 13,824 12,902 6,459 (3,588) 87,713
Interest income 2,023 314 - 157 (14) 2,480
Interest (expense) (22,995) (541) (8,141) (1,955) (12,995) (g) (46,627)
Gain on sales of subsidiary stock 80,397 - - - - 80,397
Other income (expense), net 505 (69) 3,142 6,069 (8) 9,639
------- ------ ------ ------ ------- -------
Income (loss) from continuing
operations before income taxes
and minority interest in
earnings of subsidiaries 118,046 13,528 7,903 10,730 (16,605) 133,602
Provision for income taxes (53,103) (5,003) (3,046) (1,101) 2,539 (h) (59,714)
------- ------ ------ ------ ------- -------
Income before minority
interest in earnings of
subsidiaries 64,943 8,525 4,857 9,629 (14,066) 73,888
Minority interest in earnings
of subsidiaries (8,097) - - (102) (3,891) (i) (12,090)
Income (loss)from continuing 56,846 8,525 4,857 9,527 (17,957) 61,798
operations
Preferred stock dividends (575) (j) - - - -
------- ------ ------ ------ ------- -------
Income (loss) attributable to
common stock from continuing
operations 56,271 8,525 4,857 9,527 (17,957) 61,223
------- ------ ------ ------ ------- -------
Income (loss) per diluted
share of common stock from
continuing operations $ 2.86 $ 3.08
Diluted shares outstanding 19,857,081 19,857,081
---------- ----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED JANUARY 31, 1998 (ALPINE) AND DECEMBER 31, 1997 (APHI AND COZ)
Historical Historical Historical Pro Forma
AGI PRI COZ Adjustments Pro Forma
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Net Sales $ 646,532 $ 139,824 $ 64,402 $ - $ 850,758
Cost of goods sold 525,265 98,835 53,313 429 (c) 677,942
- - - 100 (d) -
--------- --------- --------- --------- ---------
Gross Profit 121,267 40,989 11,089 (529) 172,816
Selling, general and administrative 52,215 27,450 6,360 (536)(f) 85,489
Restructuring charge 3,626 - 3,626
Amortization of goodwill 3,160 - - 2,073 (c) 5,233
--------- --------- --------- --------- ---------
Operating income(loss) 62,266 13,539 4,729 (2,066) 78,468
Interest income 2,603 - 388 - 2,991
Interest (expense) (21,686) (5,637) (1,971) (4,093)(g) (33,387)
Other income (expense), net 119 (192) (31) - (104)
--------- --------- --------- --------- ---------
Income (loss)from continuing
operations before income
taxes and minority interest
in earnings of subsidiaries 43,302 7,710 3,115 (6,159) 47,968
Provision for income taxes (17,220) (4,395) (1,235) 3,761 (h) (19,089)
--------- --------- --------- --------- ---------
Income before minority interest in
earnings of subsidiaries 26,082 3,315 1,880 (2,398) 28,879
Minority interest in earnings of
subsidiaries (14,307) - (621) (846) (i) (15,774)
--------- --------- --------- --------- ---------
Income(loss)from continuing
operations 11,775 3,315 1,259 (3,244) 13,105
Preferred stock dividends (59) - - - (59)
--------- --------- --------- --------- ---------
Income (loss)attributable to common
stock from continuing operations 11,716 3,315 1,259 (3,244) 13,046
--------- --------- --------- --------- ---------
Income (loss) per diluted share of
common stock from continuing operations $ 0.62 $ 0.69
--------- ---------
Diluted shares outstanding 19,031,000 19,031,000
</TABLE>
<PAGE>
<TABLE>
UNAUDITED CONDENSED COMBINED BALANCE SHEET AS OF JANUARY 31, 1998 (ALPINE)
AND AS OF DECEMBER 31, 1997 (COZ)
ASSETS
Historical Historical Pro Forma
Alpine COZ Adjustments Pro Forma
Current assets: (Dollars in Thousands)
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 9,321 $ 130 $ 9,451
Marketable securities 14,377 2,072 16,449
Accounts receivable, net 152,562 25,107 177,669
Inventories, net 140,839 15,438 156,277
Prepaid expenses, deposits, other 16,086 - 16,086
------------- -------- ----------
Total current assets 333,185 42,747 375,932
Property, plant and equipment, net 186,248 32,006 7,612 (k) 225,866
Goodwill, net 200,026 - 200,026
Other assets 38,587 7,491 46,078
------------- -------- ------ ----------
Total assets $ 758,046 $ 82,244 $7,612 $ 847,902
============= ======== ====== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 7,416 $ 7,411 $ 14,827
Accounts payable 93,695 17,014 110,709
Accrued expenses 93,818 4,333 2,100 100,251
------ ----- ----- -------
Total current liabilities $ 194,929 $28,758 2,100 225,787
Long-term debt, less current portion 379,831 10,233 24,049 (k) 414,113
Other long term obligations 67,062 6,852 73,914
Minority interest in subsidiaries 44,968 53 17,811 (k) 62,832
Stockholders' equity 71,256 36,348 (36,348) (k) 71,256
------------- -------- ---------- ----------
Total liabilities and stockholders'
equity $ 758,046 $ 82,244 $ 7,612 $ 847,902
============= ======== ========= ==========
</TABLE>
<PAGE>
Notes to Unaudited Pro Forma Condensed Combined Financial Statements.
(a) Reflects the elimination of Hepworth's results of operation for the period
from the date of acquisition, April 15, 1997 through April 30, 1997.
(b) Reflects the change to historical depreciation and amortization resulting
from the allocation of the Hepworth purchase price to property, plant and
equipment.
(c) Reflects the change to historical depreciation and amortization resulting
from the allocation of the APHI purchase price to property, plant and
equipment.
(d) Reflects the change to historical depreciation resulting from the
allocation of the COZ purchase price to property, plant and equipment.
(e) Reflects the elimination of parent company administrative expense
allocation incurred by Hepworth during the twelve months ended March 31,
1997 of $1.6 million, offset by incremental selling, general and
administrative charges estimated to be incurred by Alpine of $0.4 million
for the twelve months ended March 31, 1997 as a result of the acquisition.
(f) Reflects the elimination of management fee allocated to COZ by former
parent company.
(g) Reflects the adjustment to interest expense resulting from debt incurred as
a result of the acquisitions.
(h) Reflects pro forma adjustments to income tax expense resulting from the
transaction.
(i) Reflects the adjustment to minority interest in earnings of subsidiaries
resulting from the distribution of 16.6% of Premier Refractories
International Inc. (PRI) common stock as partial consideration for the
acquisition and the interest in earnings of subsidiaries attributable to
minority holders in COZ and Superior TeleCom Inc.
(j) Excludes $5.2 million premium paid on the redemption by the Company of
certain of its preferred stock in October 1996.
(k) The following reflects the preliminary allocation of the purchase price to
the net assets of COZ based upon estimated fair values of such assets:
Amount
(in millions)
Estimated acquisition cost, including expenses $ 24,049
Less: Historical book values of net assets at (36,348)
January 31, 1998
Write-up of property, plant and equipment (7,612)
Accrual of expenses 2,100
Minority interest in subsidiaries 17,811
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