<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
<TABLE>
<C> <S>
/ / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
OR
/X/ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from May 1, 1999 to December 31,
1999
</TABLE>
COMMISSION FILE NUMBER 1-9078
------------------------
THE ALPINE GROUP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 22-1620387
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1790 BROADWAY 10019-1412
NEW YORK, NEW YORK (Zip code)
(Address of principal
executive offices)
</TABLE>
Registrant's telephone number, including area code 212-757-3333
------------------------
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
- ------------------- -----------------------
<S> <C>
Common Stock, par value $.10 per share................. New York Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None
------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K/A or any
amendment to this Form 10-K/A. /X/
At April 7, 2000, the registrant had 15,010,057 shares of common stock, par
value $.10 per share, outstanding, and the aggregate market value of the
outstanding shares of such common stock held by non-affiliates of the registrant
on such date was approximately $109,698,910, based on the closing price of
$9.688 per share of such common stock on such date.
------------------------
DOCUMENTS INCORPORATED BY REFERENCE:
None
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
DIRECTORS
The Board of Directors of the Company consists of three classes of
directors, with terms expiring in successive years. The terms of Messrs. Byers,
Harrison and Janson expire in 2000, the terms of Messrs. Elbaum, Kanely and
Schut expire in 2001, and the term of Mr. Jansing expires in 2002.
<TABLE>
<CAPTION>
YEAR
FIRST
ELECTED POSITION WITH THE COMPANY AND OTHER BUSINESS
NAME AGE DIRECTOR EXPERIENCE
- ---- -------- -------- -----------------------------------------------
<S> <C> <C> <C>
Kenneth G. Byers, Jr................. 56 1993 President and sole shareholder of Byers
Engineering Company, a telecommunications
technical services and software firm, since
1971.
Steven S. Elbaum..................... 51 1980 Chairman of the Board of Directors and Chief
Executive Officer of the Company since 1984.
Chairman of the Board of Directors and Chief
Executive Officer of Superior TeleCom Inc., a
manufacturer of wire and cable products and the
Company's majority owned subsidiary ("Superior
TeleCom"), since 1996. Chairman of the Board of
Directors of Superior Cables Limited (formerly
known as Cables of Zion United Works, Ltd.), an
Israel-based, publicly traded wire and cable
manufacturer and Superior TeleCom's majority
owned subsidiary, and PolyVision Corporation,
an information display company ("PolyVision").
A director of Interim Services, Inc., a
provider of value added staffing and health
care services, and Vestaur Securities, Inc., an
investment company.
Randolph Harrison.................... 67 1980 Private investor and consultant to Poten &
Partners, Inc., an energy and shipping industry
consulting firm.
John C. Jansing...................... 74 1978 Private investor. A director of Vestaur
Securities, Inc. and 14 Lord Abbett mutual
funds.
Ernest C. Janson, Jr................. 77 1987 A partner with Coopers & Lybrand LLP,
independent public accountants, until his
retirement in 1985.
James R. Kanely...................... 58 1993 Private investor. President and Chief Operating
Officer of the Company from November 1993 to
October 1995. Prior thereto, President of
Superior TeleTec Inc., a manufacturer of wire
and cable products. A director of PolyVision.
Bragi F. Schut....................... 59 1983 Executive Vice President of the Company since
1986. A director of Superior TeleCom, Superior
Cables Limited and PolyVision.
</TABLE>
2
<PAGE>
EXECUTIVE OFFICERS
Set forth below is certain information regarding the executive officers of
the Company, each of whom serves at the discretion of the Board of Directors.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY AND OTHER BUSINESS EXPERIENCE
- ---- -------- --------------------------------------------------------
<S> <C> <C>
Steven S. Elbaum..................... 51 Chairman of the Board of Directors and Chief Executive
Officer of the Company since 1984. Chairman of the Board
of Directors and Chief Executive Officer of Superior
TeleCom since 1996.
Bragi F. Schut....................... 59 Executive Vice President of the Company since 1986.
Stephen M. Johnson................... 51 Executive Vice President and Chief Operating Officer of
the Company since November 1995. President of Premier
Refractories Inc., a refractories products and services
company and a former subsidiary of the Company, from
April 1994 through October 1995.
David S. Aldridge.................... 45 Chief Financial Officer of the Company since November
1993 and Treasurer since January 1994. Chief Financial
Officer and Treasurer of Superior TeleCom since 1996.
Stewart H. Wahrsager................. 50 Senior Vice President, General Counsel and Secretary of
the Company since January 1996 and Secretary of Superior
TeleCom since 1996. Prior thereto he was a partner in
the New York law firm of Rubin Baum Levin Constant &
Friedman.
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of the reports and representations furnished to the
Company during the eight months ended December 31, 1999, the Company believes
that each of the persons required to file reports under Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), was in
compliance with all applicable filing requirements.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth certain information during the eight months
ended December 31, 1999 and each of the Company's two fiscal years ended
April 30, 1999 and April 30, 1998 with respect to compensation earned by or paid
to the Company's Chief Executive Officer and each of the four most highly
compensated executive officers of the Company other than the Chief Executive
Officer.
3
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION AWARDS
-------------------------------------- -----------------------
FISCAL OTHER ANNUAL RESTRICTED OPTION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (3) COMPENSATION STOCK SHARES OTHER(11)
- --------------------------- -------- -------- ---------- ------------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Steven S. Elbaum..................... 1999t $431,250(2) $ -- $ 75,060(4) $1,449,501(7) 334,111(8) $25,484
Chairman and Chief 1999 555,000(2) 1,160,000 150,013(5) 523,960(9) 34,014
Executive Officer 1998 540,000(2) 650,000 134,006(5) 280,350(10) 13,043
Bragi F. Schut....................... 1999t $217,500 $ -- $ 507,502(7) 98,560(8) $22,362
Executive Vice President 1999 278,000 468,000 229,420(9) 56,554
1998 270,000 293,000 70,200(10) 33,425
Stephen M. Johnson................... 1999t $222,048 $ 325,000 22,082(8) $17,183
Executive Vice President and Chief 1999 321,000 121,000 88,000 18,816
Operating Officer 1998 312,000 250,000 27,750(10) 14,930
David S. Aldridge.................... 1999t $180,000 $ -- $ 16,133(6) $ 397,498(7) 25,276(8) $20,299
Chief Financial Officer 1999 245,000 409,000 43,658(5) 177,300(9) 29,581
1998 240,000 250,000 119,953(5) 70,200(10) 24,844
Stewart H. Wahrsager................. 1999t $138,462 $ -- $ 174,745(7) 8,821(8) $17,774
Senior Vice President, General 1999 183,000 144,000 93,150(9) 17,658
Counsel and Secretary 1998 178,000 144,400 8,250(10) 15,004
</TABLE>
- ------------------------
t Denotes the eight-month period ended December 31, 1999.
(1) The aggregate dollar value of all perquisites and other personal benefits,
securities or property earned by or paid to any of the named individuals did
not exceed the lesser of $50,000 or 10% of the total annual salary and bonus
set forth for such individual during any of the last three fiscal years.
(2) Does not include salary of $116,667, $175,000 and $175,000 paid to
Mr. Elbaum by Superior TeleCom during the eight months ended December 31,
1999 and the fiscal years ended April 30, 1999 and April 30, 1998,
respectively, under his employment agreement with such entity. See "Item 13.
Certain Relationships and Related Transactions."
(3) Includes payments made pursuant to the annual cash incentive bonus program
of the Company and discretionary cash bonuses awarded by the Executive
Compensation and Organization Committee (the "Compensation Committee").
Included also are deferrals of $300,000 and $125,000 for Messrs. Elbaum and
Schut, respectively, made during fiscal 1999 to the Company's Deferred Cash
Account Plan. Mr. Johnson's fiscal 1999 bonus represents only the annual
cash incentive bonus and his bonus for the eight months ended December 31,
1999 represents a discretionary bonus paid to Mr. Johnson in January 2000 in
relation to the sale by the Company of its former Premier Refractories
International Inc. subsidiary. Other than such bonus paid to Mr. Johnson,
bonuses for the eight months ended December 31, 1999 have not yet been
awarded.
(4) Represents the forgiveness of one-fourth of a $300,000 loan (which bears
interest at the prime rate plus one-half percentage point) made by the
Company in June 1987 to finance Mr. Elbaum's exercise of certain stock
options. See "Item 13. Certain Relationships and Related Transactions."
(5) Payments to Messrs. Elbaum and Aldridge pursuant to their employment
agreements for tax consequences upon vesting of certain restricted stock
grants.
(6) Represents the contractual forgiveness of a loan to Mr. Aldridge for certain
fringe benefits.
(7) Based on the closing prices of $10.0625 and $10.25 of the common stock, par
value $.10 per share, of the Company (the "Alpine Common Stock") on
March 18, 1999 and March 23, 1999, respectively, the dates on which the
restricted stock grants were made by the Company. The shares of restricted
stock granted on March 18, 1999 represent a portion of each of the executive
officer's discretionary annual
4
<PAGE>
bonus (40% for Mr. Elbaum and 30% for each of Messrs. Schut, Aldridge and
Wahrsager) which in the past had been paid in cash, and which the
Compensation Committee automatically deferred to the Company's Deferred
Stock Account Plan (the "Deferred Stock Account Plan"); such restricted
stock vests on March 18, 2001 and will be distributed from the Deferred
Stock Account Plan at such time unless a longer deferral period is elected
by the executive officer in accordance with the terms of the plan. The
shares of restricted stock granted on March 23, 1999, which were awarded by
the Compensation Committee pursuant to the long-term incentive award
component of the Company's senior executive compensation program, vest in
equal installments on each of March 23, 2000, March 23, 2001 and March 23,
2002.
The following table presents the number of shares of restricted stock awarded
to the executive officers named above on each of March 18, 1999 and
March 23, 1999, the total number of shares of restricted stock held by such
officers as of December 31, 1999 and the aggregate value of such restricted
stock holdings, based on the closing price of $12.875 of the Alpine Common
Stock on December 31, 1999:
<TABLE>
<CAPTION>
TOTAL SHARES OF AGGREGATE
RESTRICTED STOCK VALUE OF
OWNED AS OF RESTRICTED STOCK
MARCH 18, MARCH 23, DECEMBER 31, AS OF DECEMBER 31,
NAME 1999 1999 1999 1999
- ---- --------- --------- ---------------- ------------------
<S> <C> <C> <C> <C>
Steven S. Elbaum........... 76,820 66,000 142,820 $1,838,808
Bragi F. Schut............. 19,876 30,000 49,876 $ 642,154
David S. Aldridge.......... 17,093 22,000 39,093 $ 503,322
Stewart H. Wahrsager....... 6,161 11,000 17,161 $ 220,948
</TABLE>
(8) Represent grants of reload options under The Alpine Group, Inc. 1999 Stock
Option Reload Program.
(9) Includes options to purchase Alpine Common Stock as well as options to
purchase from the Company issued and outstanding shares of common stock, par
value $.01 per share, of Superior TeleCom ("Superior Common Stock") and
common stock, par value $.001 per share, of PolyVision ("PolyVision Common
Stock") that are owned by the Company. Certain of the options to purchase
Alpine Common Stock were granted in respect of fiscal 1998. The number of
shares of Superior Common Stock and PolyVision Common Stock underlying the
options to purchase such shares from the Company as of December 31, 1999 is
set forth in the following table:
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
UNDERLYING OPTIONS TO UNDERLYING OPTIONS TO
PURCHASE SUPERIOR PURCHASE POLYVISION
NAME COMMON STOCK COMMON STOCK
- ---- --------------------- ---------------------
<S> <C> <C>
Steven S. Elbaum....................... 32,960 105,000
Bragi F. Schut......................... 14,420 47,000
David S. Aldridge...................... 10,300 34,000
Stewart H. Wahrsager................... 5,150 17,000
</TABLE>
The options to purchase Superior Common Stock and PolyVision Common Stock
were granted on March 23, 1999 and expire on March 23, 2009. One-third of
each of these options becomes exercisable on each of the first, second and
third anniversaries of the date of grant at an exercise price of $17.84 for
the Superior Common Stock and $2.625 for the PolyVision Common Stock.
(10) During fiscal 1997, the Company discontinued the use of performance options
due to the variable accounting nature of such stock options and the
resulting non-cash charges to earnings. In fiscal 1998, for the foregoing
reasons and because the historical financial performance of the Company
indicated that certain performance targets were likely to be achieved, the
Company converted performance options granted to its executive officers in
fiscal 1995 and 1996 to non-contingent stock options. All of the other terms
of the options remained unchanged, as follows: (i) the options are priced,
as to the 1995 tranche, at fair market value, and as to the 1996 tranche, at
150% of fair market value, on the
5
<PAGE>
date of their initial grant; (ii) the options vested three years, and expire
10 years, after the date of such grant; and (iii) in light of the Company's
likely attainment of the relevant financial performance targets, the options
are exercisable for the maximum number of shares issuable under the
executive officers' stock option agreements with the Company.
(11) The amounts set forth include (i) matching contributions made by the
Company under defined contribution plans of its subsidiaries, (ii) $11,520
accrued under an unfunded, nonqualified defined benefit plan for the payment
of future annuities to Mr. Aldridge, (iii) with respect to Mr. Schut,
$30,532 representing the net present value of the vested portion of an
annuity the Company has agreed to pay in 15 equal annual installments of
$18,900 commencing in the year Mr. Shut reaches age 60, (iv) medical
reimbursement, (v) automobile allowance and (vi) group term life insurance.
STOCK OPTION GRANTS DURING EIGHT MONTHS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
(AT ASSUMED ANNUAL
RATES
% OF TOTAL OF STOCK PRICE
NUMBER OF OPTIONS APPRECIATION FOR OPTION
SECURITIES GRANTED TO TERM)
UNDERLYING EMPLOYEES IN EXERCISE -----------------------
OPTIONS TRANSITIONAL PRICE EXPIRATION
NAME GRANTED(1) PERIOD ($/SH) DATE 5% 10%
- ---- ---------- ------------ -------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Steven S. Elbaum..................... 27,184 4.7% $12.875 12/16/01 $220,109 $ 557,800
26,535 4.6% $12.875 9/1/03 214,854 544,483
106,282 18.3% $12.875 11/15/05 860,567 2,180,847
60,269 10.4% $12.875 4/10/06 487,999 1,236,686
44,507 7.7% $12.875 6/3/01 360,374 913,258
69,334 11.9% $12.875 4/9/07 561,399 1,422,694
Bragi F. Schut....................... 8,377 1.4% $11.938 12/16/01 62,592 158,621
14,307 2.5% $11.938 9/1/03 107,413 272,206
24,084 4.2% $11.938 11/15/05 180,817 458,225
9,576 1.7% $11.938 4/10/06 71,894 182,194
16,020 2.8% $11.938 6/3/01 120,274 304,798
26,196 4.5% $11.938 4/9/07 196,673 498,408
Stephen M. Johnson................... 7,102 1.2% $ 12.00 4/9/07 53,597 135,825
14,980 2.6% $ 12.00 4/10/06 113,050 286,491
David S. Aldridge.................... 25,276 4.4% $11.375 11/15/05 180,816 458,224
Stewart H. Wahrsager................. 4,974 0.7% $12.063 1/2/06 29,185 73,960
3,847 0.9% $12.063 4/10/06 37,735 95,627
</TABLE>
- ------------------------
(1) Represents grants of reload options under The Alpine Group, Inc. 1999 Stock
Option Reload Program. Reload options (i) have an exercise price equal to
the fair market value of Alpine Common Stock on the date an executive
exercised stock options which were eligible for exercise under The Alpine
Group, Inc. 1999 Stock Option Reload Program, (ii) will be fully vested on
the six-month anniversary of the date of grant and (iii) will expire on the
date the original stock option was due to expire.
6
<PAGE>
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table presents information for the individuals named above as
to the exercise of stock options during the eight months ended December 31, 1999
and the number of shares underlying, and the value of, unexercised options
outstanding at December 31, 1999:
<TABLE>
<CAPTION>
NUMBER OF SHARES
EXERCISED DURING UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
THE TRANSITIONAL PERIOD OPTIONS IN-THE-MONEY OPTIONS (1)
---------------------------- --------------------------- ---------------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE(2) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Steven S. Elbaum............ 914,085 $7,467,171 60,000 715,011 $ -- $801,251
Bragi F. Schut.............. 268,125 1,925,639 49,050 260,794 186,388 427,741
Stephen M. Johnson.......... 44,543 269,537 168,706 118,683 951,022 199,319
David S. Aldridge........... 56,100 350,625 200,971 155,510 1,136,536 305,054
Stewart H. Wahrsager........ 21,583 153,951 51,499 78,822 290,487 117,818
</TABLE>
- ------------------------
(1) Based upon the closing price of $12.875 of the Alpine Common Stock on
December 31, 1999.
(2) Represents total shares received upon exercise of options pursuant to The
Alpine Group, Inc. 1999 Stock Option Reload Program (except for 22,016
shares received by Mr. Schut upon an exercise of options not pursuant to
such program). Payment of the exercise price was made by delivery of shares
of Alpine Common Stock having an aggregate fair market value equal to the
aggregate exercise price of such options. For each executive, the number of
shares equal to the difference between (i) the total shares received upon
exercise of options and (ii) the shares delivered in payment of the exercise
price therefor was deferred into the Deferred Stock Account Plan (except for
13,682 shares received by Mr. Schut upon the above-referenced exercise).
Therefore, Messrs. Elbaum, Schut, Johnson, Aldridge and Wahrsager had
579,974, 147,549, 22,461, 30,284 and 12,762 shares, respectively, deferred
into such plan. Matching contributions in Alpine Common Stock will be
contributed to an executive's account under the Deferred Stock Account Plan
provided that amounts deferred by such executive remain in the plan for
specified deferral periods. The shares credited to Mr. Elbaum's account
under the Deferred Stock Account Plan are voted by action of the Board of
Directors of the Company; the shares credited to the accounts of the other
executives are voted by Mr. Elbaum.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
-----------------------
REMUNERATION 15 20
- ------------------------------------------------------- -------- --------
<S> <C> <C>
125,000................................................ 29,679 45,304
150,000................................................ 39,054 57,804
175,000................................................ 48,429 70,304
200,000................................................ 57,804 82,804
225,000................................................ 67,179 95,304
250,000................................................ 76,554 107,804
300,000................................................ 95,304 132,804
400,000................................................ 132,804 182,804
450,000................................................ 151,554 207,804
500,000................................................ 170,304 232,804
</TABLE>
Each executive officer is a participant in a Senior Executive Retirement
Plan ("SERP"). The SERP is an unfunded defined benefit plan. Subject to vesting,
each participant will be entitled to an annual
7
<PAGE>
retirement benefit upon reaching age 65 equal to 2.5% times his years of
credited service (up to a maximum of 20 years), multiplied by his highest
average cash compensation during any three consecutive years during the final
five years of his employment, less primary social security benefits and certain
other retirement benefits paid by the Company and other employers. As of
December 31, 1999, the estimated years of credited service for each of the
above-named executive officers were as follows: Steven S. Elbaum, 20 years;
Bragi F. Schut, 17 years; Stephen M. Johnson, 11 years; David S. Aldridge,
16 years; and Stewart H. Wahrsager, 9 years.
COMPENSATION OF DIRECTORS
The annual retainer of the Company for directors who are not employees of
the Company or otherwise compensated by the Company is $25,000, together with
expenses of attendance. The non-employee directors of the Company also receive
$1,500 for each meeting of the Board of Directors or of a committee of the Board
attended ($2,000 for committee chairmen). A non-employee director with at least
five years of service also receives, upon reaching age 70 and termination of
service to the Company, a retirement benefit of $10,000 per year for 15 years
after his retirement, payable to the director or the director's beneficiaries in
the event of his death.
In addition, under The Alpine Group, Inc. Stock Compensation Plan for
Non-Employee Directors (the "Stock Compensation Plan"), non-employee directors
of the Company automatically receive 50% of the annual retainer in either
restricted stock or stock options, as elected by the non-employee director. Each
non-employee director may also elect to receive all or a portion of the
remaining amount of the annual retainer, in excess of 50% of the annual
retainer, and meeting fees in the form of restricted stock or stock options
instead of in cash.
Restricted stock and stock options that are attributable to the annual
retainer are granted as of the first business day of each quarter of the
Company's fiscal year. Restricted stock and stock options that are attributable
to meeting fees are granted as of the date of the meeting of the Board and/or
the committee of the Board with respect to which such grants relate. Shares to
be issued under the Stock Compensation Plan are made available only from issued
shares of Alpine Common Stock reacquired by the Company and held in treasury
until such time as the Stock Compensation Plan may be approved by the
stockholders of the Company.
The number of shares of restricted stock to be granted under the Stock
Compensation Plan is determined by dividing
(1) the amount of the annual retainer or meeting fees that a non-employee
director elected to receive in restricted stock, by
(2) the lesser of
(a) 100% of the fair market value of the Alpine Common Stock on the first
business day of the Company's fiscal year and
(b) 100% of the fair market value of the Alpine Common Stock at the time
of grant.
The number of stock options to be granted under the Stock Compensation Plan
is determined by dividing
(1) the amount of the annual retainer or meeting fees that a non-employee
director elected to receive in stock options, by
(2) the value of a stock option on the date of grant as determined by the
Board, based on the purchase price per share of the Alpine Common Stock,
a Black-Scholes option pricing model and such other factors as the Board
deems appropriate.
8
<PAGE>
Stock options granted under the Stock Compensation Plan have a purchase
price equal to the lesser of:
(1) 100% of the fair market value of the Alpine Common Stock on the first
business day of the Company's fiscal year; and
(2) 100% of the fair market value of the Alpine Common Stock on the date of
grant.
Each stock option granted under the Stock Compensation Plan expires on the
tenth anniversary of the date of grant.
Awards of restricted stock and stock options under the Stock Compensation
Plan vest upon the earliest of the following to occur:
(1) the third anniversary of the date of grant;
(2) a non-employee director's death; and
(3) a change in control of the Company, as defined in the Stock Compensation
Plan.
The Stock Compensation Plan is administered and interpreted by the Board of
Directors.
EMPLOYMENT AGREEMENTS
The Company has employment agreements with each of its executive officers.
Pursuant to these agreements, during the eight months ended December 31, 1999,
Mr. Elbaum served as Chairman of the Board and Chief Executive Officer at a base
salary of $575,000, Mr. Johnson served as Executive Vice President and Chief
Operating Officer at a base salary of $321,000, Mr. Schut served as Executive
Vice President at a base salary of $290,000, Mr. Aldridge served as Chief
Financial Officer at a base salary of $260,000 and Mr. Wahrsager served as
Senior Vice President, General Counsel and Secretary at a base salary of
$200,000. The agreements also provide for annual performance-based bonuses,
participation in a performance-based, long-term incentive stock option award
program and certain other benefits, including medical, dental and other
insurance benefits. The agreements with Messrs. Elbaum and Schut also provide
that they will serve on the Board of Directors of the Company, and Mr. Schut's
agreement provides for the annuity described in footnote 11 to the Summary
Compensation Table.
Each employment agreement is for a term ending upon the occurrence of any of
the following events: (i) notification by the executive or the Company to the
other that he or it desires to terminate the employment agreement; (ii) death or
disability of the executive; (iii) termination by the Company for "cause"; or
(iv) termination by the executive for "good reason". Generally, if an executive
terminates his employment for "good reason" or the Company terminates his
employment without cause, the executive is entitled to receive a severance
payment equal to one to one and one-half times his annual salary and bonus for
the prior year. In the event of termination of employment under other
circumstances, including a "change in control" of the Company (which is defined
as (i) the acquisition by a person or entity of 20% of the Company's voting
securities, (ii) the occurrence of circumstances such that individuals who
constituted the Company's Board of Directors as of April 26, 1996 no longer
constitute a majority of the Company's Board of Directors, (iii) a transaction
involving the sale of all or substantially all of the Company's assets or
(iv) certain other business combinations), each executive is entitled to varying
benefits described in his employment agreement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Randolph Harrison, John C. Jansing and Ernest C. Janson, Jr. served on the
Compensation Committee during the eight months ended December 31, 1999. There
were no compensation committee interlocks or insider (employee) participation
during such period.
9
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of April 7, 2000, there were issued and outstanding 15,010,057 shares of
Alpine Common Stock and 20,186,426 shares of Superior Common Stock. The
following table contains information as of such date regarding the number of
shares of Alpine Common Stock and Superior Common Stock beneficially owned by
(i) each person known to the Company to have beneficial ownership of more than
5% of the Alpine Common Stock, (ii) each director of the Company, (iii) each
executive officer named in the Summary Compensation Table herein and (iv) all
directors and executive officers as a group. The information contained herein is
based on information provided by such beneficial holders to the Company. All
references herein to shares of Superior Common Stock and to per share
information relating to Superior Common Stock have been adjusted to reflect a
five-for-four stock split effected by Superior TeleCom on February 2, 1998 and
again on February 3, 1999 and a 3% stock dividend issued by Superior TeleCom on
February 11, 2000.
BENEFICIAL OWNERSHIP OF VOTING SECURITIES
<TABLE>
<CAPTION>
ALPINE COMMON STOCK SUPERIOR COMMON STOCK
------------------------- --------------------------
NUMBER OF PERCENT OF NUMBER OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER (1) SHARES CLASS SHARES CLASS
- ---------------------------------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Steven S. Elbaum............................... 2,722,051(2) 17.5% 11,019,742(15) 53.4%
Heartland Advisors, Inc........................ 1,468,948(3) 9.8 -- --
789 North Milwaukee Street
Milwaukee, WI 53202
Alexandra Investment Management, Ltd........... 1,380,191(4) 9.2 -- --
237 Park Avenue
Ninth Floor
New York, NY 10017
Ardsley Advisory Partners...................... 1,100,000(5) 7.3 -- --
646 Steamboat Road
Greenwich, CT 06836
Bragi F. Schut................................. 807,443(6) 5.3 54,268(16) *
Kenneth G. Byers, Jr........................... 526,202(7) 3.5 -- --
David S. Aldridge.............................. 442,000(8) 2.9 91,804(17) *
Stephen M. Johnson............................. 281,183(9) 1.8 50,550(17) *
John C. Jansing................................ 205,192(10) 1.4 -- --
James R. Kanely................................ 200,025(11) 1.3 -- --
Stewart H. Wahrsager........................... 123,910(12) * 43,842(17) *
Randolph Harrison.............................. 57,161(13) * -- --
Ernest C. Janson, Jr........................... 26,000 * -- --
All directors and executive officers as a 5,134,441(14) 31.2 11,260,206(18) 53.9
group........................................
</TABLE>
- ------------------------
* Less than one percent
(1) Unless otherwise indicated, the address of each beneficial owner is c/o The
Alpine Group, Inc., 1790 Broadway, New York, New York 10019-1412.
(2) Includes (i) 1,262 shares owned by Mr. Elbaum's wife as custodian for their
son, as to which shares Mr. Elbaum disclaims beneficial ownership,
(ii) 517,677 shares issuable upon exercise of certain stock options and
(iii) 176,173 shares of restricted stock. Also, (A) 76,820 shares of such
restricted
10
<PAGE>
stock and 579,974 shares received upon exercise of certain stock options
have been credited to Mr. Elbaum's account under the Deferred Stock Account
Plan, which provides that such shares shall be voted by action of the Board
of Directors of the Company, and (B) 55,353 shares of such restricted stock
and 225,809 shares received upon exercise of certain stock options have
been credited to the accounts of certain other officers and employees of
the Company under the Deferred Stock Account Plan, which provides that
Mr. Elbaum has the sole power to vote such shares.
(3) Based upon a Schedule 13G, Amendment No. 4, filed with the Securities and
Exchange Commission on January 18, 2000. Heartland Advisors, Inc., in its
capacity as an investment advisor, has sole voting power with respect to
513,900 of such shares and sole dispositive power with respect to all of
such shares.
(4) Based upon a Schedule 13D, Amendment No. 1, filed with the Securities and
Exchange Commission on or about November 26, 1997. In addition, Mikhail A.
Filimonov, the Chairman, Chief Executive Officer and Chief Investment
Officer of Alexandra Investment Management, Ltd., and Dimitri Sogoloff, the
Chief Operations Officer of Alexandra Investment Management, Ltd., may be
deemed to be the beneficial owners of such shares by reason of their power
to direct the voting and disposition of such shares.
(5) Based upon a Schedule 13G filed with the Securities and Exchange Commission
on February 14, 2000. Ardsley Advisory Partners, in its capacity as an
investment advisor, and Philip J. Hempleman, in his capacity as managing
partner of Ardsley Advisory Partners, have shared voting and dispositive
power with respect to such shares.
(6) Includes (i) 20,450 shares owned by Mr. Schut's wife, as to which shares
Mr. Schut disclaims beneficial ownership, (ii) 197,844 shares issuable upon
exercise of certain stock options and (iii) 39,876 shares of restricted
stock. An aggregate of 19,876 shares of such restricted stock and 147,549
shares received upon exercise of certain stock options have been credited
to Mr. Schut's account under the Deferred Stock Account Plan, which
provides that Steven S. Elbaum has the sole power to vote such shares.
(7) Includes 39,409 shares owned by Byers Engineering Company, of which
Mr. Byers is the president and sole shareholder.
(8) Includes (i) 4,042 shares held in the Superior Telecommunications Inc.
401(k) Plan, (ii) 267,814 shares issuable upon exercise of certain stock
options and (iii) 31,760 shares of restricted stock. An aggregate of 17,093
shares of such restricted stock and 30,824 shares received upon exercise of
certain stock options have been credited to Mr. Aldridge's account under
the Deferred Stock Account Plan, which provides that Steven S. Elbaum has
the sole power to vote such shares.
(9) Includes 228,722 shares issuable upon exercise of certain stock options. An
aggregate of 22,461 shares received upon exercise of certain stock options
have been credited to Mr. Johnson's account under the Deferred Stock
Account Plan, which provides that Steven S. Elbaum has the sole power to
vote such shares.
(10) Includes 30,503 shares issuable upon exercise of certain stock options and
3,356 shares of restricted stock.
(11) Includes (i) 122,011 shares issuable upon exercise of certain stock
options, (ii) 6,260 shares held in the Superior Telecommunications Inc.
401(k) Plan and (iii) 138 shares owned by Mr. Kanely's wife, as to which
shares Mr. Kanely disclaims beneficial ownership.
(12) Includes 82,987 shares issuable upon exercise of certain stock options and
13,495 shares of restricted stock. An aggregate of 6,161 shares of such
restricted stock and 12,762 shares received upon exercise of certain stock
options have been credited to Mr. Wahrsager's account under the Deferred
Stock Account Plan, which provides that Steven S. Elbaum has the sole
power to vote such shares.
11
<PAGE>
(13) Includes 1,284 shares of restricted stock.
(14) Includes (i) 1,447,558 shares issuable upon exercise of certain stock
options, (ii) 222,814 shares of restricted stock and (iii) 21,850 shares
as to which the officers and directors disclaim beneficial ownership.
(15) Includes 10,460,371 shares of Superior Common Stock owned by the Company.
Mr. Elbaum may be deemed to be the beneficial owner of such shares by
virtue of his position as Chairman of the Board and Chief Executive
Officer of the Company and his beneficial ownership of 17.5% of the issued
and outstanding shares of Alpine Common Stock. Also includes (i) 470,010
shares issuable upon exercise of certain stock options, including an
option to purchase 10,987 shares of Superior Common Stock owned by the
Company, which option was granted to Mr. Elbaum as an employee of the
Company, and (ii) 89,361 shares of restricted stock credited to the
accounts of certain other officers and employees of Superior TeleCom under
Superior TeleCom's Deferred Stock Account Plan, which provides that
Mr. Elbaum has the sole power to vote such shares.
(16) Includes (i) 50,734 shares issuable upon exercise of certain stock
options, including an option to purchase 4,807 shares of Superior Common
Stock owned by the Company, which option was granted to Mr. Schut as an
employee of the Company, (ii) 660 shares of restricted stock and
(iii) 2,874 shares issuable upon conversion of 8 1/2% trust convertible
preferred securities of Superior Trust I, a Delaware statutory business
trust in which Superior TeleCom owns all the common equity interests.
(17) Shares issuable upon exercise of certain stock options, including, in the
case of Messrs. Aldridge and Wahrsager, options to purchase 3,433 shares
and 1,716 shares, respectively, of Superior Common Stock owned by the
Company, which options were granted to them as employees of the Company.
(18) Includes (i) 10,460,371 shares of Superior Common Stock owned by the
Company, (ii) 706,940 shares issuable upon exercise of certain stock
options, including options to purchase 20,943 shares of Superior Common
Stock owned by the Company, (iii) 90,021 shares of restricted stock and
(iv) 2,874 shares issuable upon conversion of 8 1/2% trust convertible
preferred securities of Superior Trust I.
In addition, there are issued and outstanding 250 shares of 9% Cumulative
Convertible Senior Preferred Stock, par value $1.00 per share, of the Company,
all of which are held by Patrick W. Allender, 5 Holly Leaf Court, Bethesda,
Maryland 20817.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On October 2, 1996, in connection with a reorganization of its subsidiaries,
the Company entered into an agreement (as amended and extended to date, the
"Services Agreement") with Superior TeleCom. Pursuant to the Services Agreement,
the Company provides certain financial, audit and accounting, corporate finance
and strategic planning, legal, treasury, insurance and administrative services
to Superior TeleCom for a per annum fee of $2.7 million, in addition to
reimbursement of incidental costs and expenses incurred in connection with the
Company's provision of such services. Such annual fee is estimated to reflect
commercially reasonable costs for the services provided.
In connection with the foregoing reorganization, Superior TeleCom also
entered into an employment agreement with Steven S. Elbaum, Chairman of the
Board and Chief Executive Officer of the Company, pursuant to which Mr. Elbaum
provides his services as Chairman of the Board and Chief Executive Officer of
Superior TeleCom for an indefinite term at an annual base salary of $175,000, as
adjusted annually for increases in the Consumer Price Index, and an annual bonus
payable at the discretion of the Board of Directors of Superior TeleCom.
Mr. Elbaum's employment agreement with Superior TeleCom contains customary terms
and provisions with respect to termination and other matters.
Pursuant to their employment agreements with the Company, Steven S. Elbaum,
Stephen M. Johnson, Executive Vice President and Chief Operating Officer of the
Company, Bragi F. Schut, Executive Vice
12
<PAGE>
President of the Company, and Stewart H. Wahrsager, Senior Vice President,
General Counsel and Secretary of the Company, were loaned by the Company
approximately $398,000, $188,600, $105,000 and $71,000, respectively, in respect
of the tax consequences of certain restricted stock awards. The indebtedness,
which was outstanding as of April 1, 2000, bears interest at the annual rate of
6.20%.
As of July 15, 1998, the Compensation Committee determined that a $300,000
loan (which bears interest at the prime rate plus one-half percentage point)
made by the Company in June 1987 to Steven S. Elbaum to finance Mr. Elbaum's
exercise of certain stock options would be forgiven over a period of four years,
provided that if Mr. Elbaum voluntarily ceases his employment with the Company
at any time during such period, the then outstanding balance of the loan and
interest thereon would be immediately due and payable. Mr. Elbaum will pay all
taxes relating to any cancellation of indebtedness income arising out of the
forgiveness of the loan. In addition, as of April 1, 2000, Mr. Elbaum owed the
Company approximately $14,000, which indebtedness bears interest at the prime
rate.
The Company has a consulting agreement with James R. Kanely, a current
director and a former officer of the Company, which provides for the payment to
Mr. Kanely of a $10,000 per month consulting fee until October 2000. The
consulting agreement also provides that Mr. Kanely is entitled to (i) receive
health and medical benefits, (ii) continue participation under a supplemental
executive retirement plan maintained by a subsidiary of Superior TeleCom and
(iii) receive an annuity of $34,700 per year for 15 years, commencing in 2001,
all substantially in accordance with the terms of his former employment
agreement with the Company.
The Company invests in an investment fund for which Mikhail A. Filimonov,
the Chairman, Chief Executive Officer and Chief Investment Officer of Alexandra
Investment Management, Ltd. ("AIML"), acts as investment advisor. AIML
beneficially owns in excess of 5% of Alpine Common Stock. During the eight
months ended December 31, 1999, the Company paid fees of $83,673 to AIML for
investment advisory services in respect of such fund.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: April 28, 2000
<TABLE>
<S> <C> <C>
THE ALPINE GROUP, INC.
By: /s/ STEVEN S. ELBAUM
-----------------------------------------
Steven S. Elbaum
Chairman of the Board and
Chief Executive Officer
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<C> <S> <C>
Chairman of the Board and
/s/ STEVEN S. ELBAUM Chief Executive Officer
------------------------------------------- (principal executive April 28, 2000
Steven S. Elbaum officer)
Chief Financial Officer and
/s/ DAVID S. ALDRIDGE Treasurer (principal
------------------------------------------- financial and accounting April 28, 2000
David S. Aldridge officer)
/s/ KENNETH G. BYERS, JR.
------------------------------------------- Director April 28, 2000
Kenneth G. Byers, Jr.
/s/ RANDOLPH HARRISON
------------------------------------------- Director April 28, 2000
Randolph Harrison
/s/ JOHN C. JANSING
------------------------------------------- Director April 28, 2000
John C. Jansing
/s/ ERNEST C. JANSON, JR.
------------------------------------------- Director April 28, 2000
Ernest C. Janson, Jr.
/s/ JAMES R. KANELY
------------------------------------------- Director April 28, 2000
James R. Kanely
/s/ BRAGI F. SCHUT
------------------------------------------- Director April 28, 2000
Bragi F. Schut
</TABLE>
14
