Prospectus Supplement
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
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THE ALPINE GROUP, INC.
894,268 shares of Common Stock
($0.10 par value)
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The date of this Prospectus Supplement is April 5, 1999
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This Prospectus Supplement supplements the Prospectus dated January 19,
1996 (as so amended, the "Prospectus"), relating to the offer and sale of up to
894,268 shares of the common stock, $0.10 par value (the "Common Shares"), of
The Alpine Group, Inc. (the "Company").
On February 17, 1999, the Board of Directors of the Company declared a
dividend distribution of one preferred stock purchase right (a "Right") for each
Common Share of the Company, payable to the stockholders of record on March 1,
1999 (the "Record Date"). The Board of Directors also authorized and directed
the issuance of one Right with respect to each Common Share issued thereafter
until the Distribution Date (as defined below) (or the earlier redemption or
expiration of the Rights).
Except as set forth below, each Right, when it becomes exercisable,
entitles the registered holder to purchase one one-hundredth of a share of
Series A Junior Participating Preferred Stock, $1.00 par value (the "Preferred
Shares"), at a price of $75, subject to adjustment (the "Purchase Price"). The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and the American Stock Transfer & Trust
Company, as Rights Agent (the "Rights Agent"), dated as of February 17, 1999.
Initially, the Rights will be attached to all certificates representing
Common Shares then outstanding, and no separate Right Certificates will be
distributed. The Rights will separate from the Common Shares upon the earliest
to occur of (i) the tenth day after a person or entity (a "Person") or group of
affiliated or associated Persons (a "Group") having acquired beneficial
ownership of 15% or more of the outstanding Common Shares (except pursuant to a
Permitted Offer, as hereinafter defined); or (ii) 10 business days (or such
later date as the Board of Directors may determine) following the commencement
of, or announcement of an intention to make, a tender offer or exchange offer
the consummation of which would result in a Person or Group becoming an
Acquiring Person (as hereinafter defined) (the earliest of such dates being
called the "Distribution Date"). A Person or Group whose acquisition of Common
Shares causes a Distribution Date pursuant to clause (i) above is an "Acquiring
Person." The date that a Person or Group becomes an Acquiring Person is the
"Stock Acquisition Date."
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Notwithstanding the foregoing, stockholders who currently own in
excess of 15% of the outstanding Common Shares and their affiliates, associates
and permitted transferees will not be deemed to be Acquiring Persons and their
ownership will not cause a Distribution Date unless they acquire additional
Common Shares equal to more than 20% of the number of Common Shares owned by
them on the date of the Rights Agreement.
In addition, a Person who acquires Common Shares pursuant to a tender
or exchange offer which is for all outstanding Common Shares at a price and on
terms which the Board of Directors determines (prior to acquisition) to be
adequate and in the best interests of the Company and its stockholders (other
than such Person, its affiliates and associates) (a "Permitted Offer") will not
be deemed to be an Acquiring Person and such Person's ownership will not
constitute a Distribution Date.
The Preferred Shares purchasable upon exercise of the Rights will have
a minimum preferential quarterly dividend of $1.00 per share, but will be
entitled to receive, in the aggregate, a dividend of 100 times the dividend
declared on the Common Shares. In the event of liquidation, the holders of the
Preferred Shares will be entitled to receive a minimum liquidation payment of
$100 per share, but will be entitled to receive an aggregate liquidation payment
equal to 100 times the payment made per Common Share. Each Preferred Share will
have 100 votes, voting together with the Common Shares. In the event of any
merger, consolidation or other transaction in which Common Shares are exchanged,
each Preferred Share will be entitled to receive 100 times the amount and type
of consideration received per Common Share. The rights of the Preferred Shares
as to dividends and liquidation, and in the event of mergers and consolidation,
are protected by customary anti-dilution provisions.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date upon the transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date (and to each initial record holder of certain Common Shares
issued after the Distribution Date), and such separate Right Certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution Date, and will
expire at the close of business on February 17, 2009, unless earlier redeemed by
the Company as described below.
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In the event that any person becomes an Acquiring Person, each holder
of Rights (other than Rights that have become null and void as described below)
will thereafter have the right (the "Flip-In Right") to receive, upon exercise
of such Rights, the number of Common Shares (or, in certain circumstances, other
securities of the Company) having a value (immediately prior to such triggering
event) equal to two times the aggregate exercise price of such Rights. For
example, if a Person became an Acquiring person at a time when the current per
share market price of the Company's Common Shares was $20 and the Purchase
Price was $100, each holder of a Right (other than a Right which has become
null and void as described herein) would have the right to receive ten Common
Shares upon exercise of the Right and payment of the Purchase Price of $100.
Following the occurrence of the event described above, all Rights that are or
(under certain circumstances specified in the Rights Agreement) were
beneficially owned by any Acquiring Person or any affiliate or associate
thereof or certain transferees thereof will be null and void.
The Board, at its option, may at any time after any Person becomes an
Acquiring Person exchange all or part of the then issued and outstanding Rights
(other than those that have become null and void as described above) for Common
Shares at an exchange ratio of one Common Share per Right in lieu of the Flip-In
Right, provided no Person is the beneficial owner of 50% or more of the Common
Shares at the time of such exchange.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the holders of all of the outstanding Common Shares
immediately prior to the consummation of the transaction are not the holders of
all of the surviving corporation's voting power, or (ii) more than 50% of the
Company's assets or earning power is sold or transferred, then each holder of
Rights (except Rights which previously have been voided as set forth above)
shall thereafter have the right (the "Flip-Over Right") to receive, upon
exercise of such Rights, common shares of the acquiring company (or in certain
circumstances, its parent) having a value equal to two times the aggregate
exercise price of the Rights. The Flip-Over Right shall not apply to any
transaction described in clause (i) if such transaction is with a Person or
Persons (or a wholly owned subsidiary of any such Person or Persons) that
acquired Common Shares pursuant to a Permitted Offer and the price and form of
consideration offered in such transaction is the same as that paid to all
holders of Common Shares whose shares were purchased pursuant to the Permitted
Offer. The holder of a Right will continue to have the Flip-Over Right whether
or not such holder exercises or surrenders the Flip-In Right.
The Purchase Price payable, and the number of Common Shares or other
securities issuable, upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Common Shares, (ii) upon
the grant to holders of the Common Shares of certain rights or warrants to
subscribe for or purchase Common Shares at a price, or securities convertible
into Common Shares with a conversion price, less than the then current market
price of the Common Shares, or (iii) upon the distribution to holders of the
Common Shares of evidences of
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indebtedness or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Common Shares will be issued and, in lieu
thereof, an adjustment in cash will be made based on the market price of the
Common Shares on the last trading day prior to the date of exercise.
At any time prior to the earlier to occur of (i) a person becoming an
Acquiring Person or (ii) the expiration of the Rights, the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"), which redemption shall be effective at such time, on such
basis and with such conditions as the Board of Directors may establish in its
sole discretion. The Company may, at its option, pay the Redemption Price in
Common Shares.
All of the provisions of the Rights Agreement may be amended by the
Board of Directors prior to the Distribution Date. After the Distribution Date,
the provisions of the Rights Agreement may be amended by the Board of Directors
in order to cure any ambiguity, defect or inconsistency, to make changes which
do not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or, subject to certain limitations, to
shorten or lengthen any time period under the Rights Agreement.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders of the Company, stockholders may, depending upon the
circumstances, recognize taxable income should the Rights become exercisable or
upon the occurrence of certain events thereafter.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors, as the Rights may be redeemed by the Corporation at $.01 per
Right prior to the time that a person or group has acquired beneficial ownership
of 15% or more of the shares of Common Stock.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A
copy of the Rights Agreement is available free of charge from the Company. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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