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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 6, 1999 1-9078
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Date of Report Commission File Number
(Date of earliest event reported)
THE ALPINE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-1620387
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1790 Broadway
New York, New York 10019-1412
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(Address of Principal Executive Offices) (Zip Code)
(212) 757-3333
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On August 6, 1999, The Alpine Group, Inc. (the "Company") completed the
sale of Premier Refractories International Inc., the Company's former 83.4%
owned subsidiary engaged in the refractories manufacture and installation
business ("Premier"), to Cookson Group plc, a company organized under the laws
of England whose shares are traded on the London Stock Exchange ("Cookson"),
through the merger of PRI Acquisition, Inc., Cookson's wholly owned subsidiary
("PRI"), into Premier (the "Merger") pursuant to an Agreement and Plan of
Merger, dated as of May 28, 1999 (the "Merger Agreement"), among Cookson, PRI,
the Company and Premier. In connection with the Merger, Cookson assumed or
repaid all of Premier's existing indebtedness and issued 32,315,888 ordinary
shares of Cookson and paid approximately $15.6 million in cash to the Company.
Pursuant to an agreement with the former minority stockholders of Premier, the
Company purchased the 16.6% interest of such stockholders in Premier immediately
prior to the effective time of the Merger for a purchase price of approximately
$31.1 million in cash. In addition, the Company also received from Premier the
right to receive from Minerals Trading, Inc. in the year 2001 a contingent
payment based upon the earnings through 2000 of the American Minerals business,
which was spun-off to Minerals Trading, Inc. by American Premier Holdings, Inc.
concurrently with the Company's acquisition of American Premier Holdings, Inc.
in January 1998. The terms of the Merger, including the amount of consideration
paid in connection therewith, were the result of arms-length negotiation between
the Company and Cookson. For further information with respect to the Merger,
reference is made to the Merger Agreement, which is Exhibit 1 hereto and which
is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) In accordance with Instruction 4 of this Item 7, any financial statements
required by this Item will be filed by an amendment to this initial report on
Form 8-K not later than 60 days after the date that this report is required to
be filed.
(c) Exhibits
Exhibit 1 - Agreement and Plan of Merger, dated as of May 28, 1999, among
Cookson Group plc, PRI Acquisition, Inc., The Alpine Group, Inc. and Premier
Refractories International Inc. (incorporated herein by reference to Exhibit
2(o) to the Annual Report on Form 10-K of the Company for the fiscal year ended
April 30, 1999).
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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: August 23, 1999 THE ALPINE GROUP, INC.
By: /s/ David S. Aldridge
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David S. Aldridge
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
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1 Agreement and Plan of Merger, dated as of May 28, 1999, among
Cookson Group plc, PRI Acquisition, Inc., The Alpine Group, Inc.
and Premier Refractories International Inc. (incorporated herein
by reference to Exhibit 2(o) to the Annual Report on Form 10-K of
the Company for the fiscal year ended April 30, 1999).
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