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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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AFC Cable Systems, Inc.
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(Name of Issuer)
Common Stock, par value
$.01 per share 000950105
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(Title of class of securities) (CUSIP number)
Todd J. Mason
Alpine Associates, A Limited Partnership
100 Union Avenue, Cresskill, NJ 07626, (201) 871-0866
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(Name, address and telephone number of person authorized to
receive notices and communications)
November 12, 1999
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(Date of event which requires filing of this statement)
If the 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 [ ].
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities and
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of that Act but shall be subject to all other provisions of the Act
(however, see the Notes).
1 NAME OF REPORTING PERSON: Alpine Associates, A Limited
Partnership
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: #06-0944931
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X]
(B) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC, BK, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: New Jersey
NUMBER OF SHARES 7 SOLE VOTING POWER: 820,800
BENEFICALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: 820,800
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 820,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.39%
14 TYPE OF REPORTING PERSON: PN, BD
1 NAME OF REPORTING PERSON: Alpine Partners, L.P.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: #22-3528110
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X]
(B) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC, BK, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: New Jersey
NUMBER OF SHARES 7 SOLE VOTING POWER: 102,600
BENEFICALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: 102,600
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 102,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.80%
14 TYPE OF REPORTING PERSON: PN, BD
1 NAME OF REPORTING PERSON: Palisades Partners, L.P.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON: #13-3456480
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X]
(B) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
6 CITIZENSHIP OR PLACE OF
ORGANIZATION: Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER: 41,000
BENEFICALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER: 41,000
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON: 41,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.32%
14 TYPE OF REPORTING PERSON: PN
1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $.01 per share (the
"Stock"), of AFC Cable Systems, Inc. (the "Company"). The Companys principal
executive offices are located at 50 Kennedy Plaza, Suite 1250, Providence,
Rhode Island 02903.
2. IDENTITY AND BACKGROUND
The persons filing this statement are Alpine Associates, A Limited
Partnership ("Associates"), a limited partnership organized under the laws of
the State of New Jersey, principally engaged in the business of acting as a
registered broker dealer and a member of the National Association of
Securities Dealers; Alpine Partners, L.P. ("Partners"), a limited partnership
organized under the laws of the State of New Jersey, principally engaged in
the business of acting as a registered broker dealer and a member of the
National Association of Securities Dealers; and Palisades Partners, L.P.
("Palisades"), a limited partnership organized under the laws of the State of
Delaware, principally engaged in the business of trading in securities.
(Associates, Partners and Palisades together are referred to as
Registrants".) The principal office of each Registrant is located at 100
Union Avenue, Cresskill, New Jersey 07626. Eckert Corp. is the sole general
partner of Associates and Partners. Victoria Eckert is the President of
Eckert Corp. and its sole director. Eckert Corp. is a Delaware corporation.
Its business address is 100 Union Avenue, Cresskill, New Jersey 07626. Its
principal business is acting as general partner of Associates and Partners.
Ms. Eckert is a citizen of the United States. Her business address is 100
Union Avenue, Cresskill, New Jersey 07626. Her principal occupation is
acting as president of Eckert Corp. Gordon A. Uehling, Jr. is the sole
general partner of Palisades. Mr. Uehling is a citizen of the United States.
His business address is 100 Union Avenue, Cresskill, New Jersey 07626. His
principal occupation is acting as general partner of Palisades. Robert E.
Zoellner, a citizen of the United States whose business address is 100 Union
Avenue, Cresskill, New Jersey 07626, provides investment management services
to Associates, Partners and Palisades. Mr. Zoellner and Ms. Eckert are
married. Registrants may be deemed to be a "group" within the meaning of
Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended,
by virtue of their having a common investment manager and, in the case of
Associates and Partners, a common general partner. Each disclaims beneficial
interest in the others holdings. During the last five years, none of the
above named persons has been convicted in any criminal proceeding (excluding
traffic violations and similar misdemeanors) or has been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction as
a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
3. SOURCE AND AMOUNT OF FUNDS
A total of $31,583,080, $4,018,393 and $1,634,327 has been used by
Associates, Partners and Palisades, respectively, to purchase shares of the
Stock. The funds for such purchases have been obtained from working capital,
which may at any given time include funds borrowed in the ordinary course of
business from margin accounts. It is expected that additional purchases of
Stock (if any) will be financed in the same manner.
4. PURPOSE OF TRANSACTION
Registrants purchased the Stock for investment, in the ordinary course of
their businesses. In the future Registrants may, in the ordinary course of
their businesses, make additional purchases and/or sales of the Stock.
Except as set forth in the preceding sentence, Registrants have no plans or
intentions which relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
5. INTEREST IN SECURITIES OF THE ISSUER
(a) Associates owns 820,800 shares of the Stock. Partners owns 102,600
shares of the Stock. Palisades owns 41,000 shares of the Stock. Registrants
believe, based on the Companys Proxy Statement dated October 19, 1999, that a
total of 12,845,247 shares of the Stock are outstanding, so that the shares
owned by Associates, Partners and Palisades represent approximately 6.39%,
0.80% and 0.32%, respectively, of the total outstanding shares.
(b) Each Registrant has sole power to vote and dispose of the Stock held
by it.
(c) Since October 27, 1999, Associates purchased a total of 115,100
shares, at an aggregate cost of $4,451,637, and sold a total of 294,300
shares, for aggregate proceeds of $12,089,856; Partners purchased a total of
9,300 shares, at an aggregate cost of $354,700, and sold a total of 31,700
shares, for aggregate proceeds of $1,349,799; and Palisades sold a total of
13,700 shares, for aggregate proceeds of $583,081. See Item 5 (c) attached
hereto.
(d) Not applicable.
(e) Not applicable.
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except as set forth above, neither Associates, Partners, Palisades nor
any of the other persons referred to in Item 2 above has entered into any
contract, arrangement, understanding or relationship (legal or otherwise)
with any person with respect to any securities of the Company.
7. EXHIBITS
Exhibit 1 - Joint Filing Agreement
SCHEDULE 13-D
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After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
ALPINE ASSOCIATES,
A LIMITED PARTNERSHIP
By: Eckert Corp., General Partner
By: /S/VICTORIA ECKERT
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Victoria Eckert, President
DATED: November 16, 1999
SCHEDULE 13-D
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After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
ALPINE PARTNERS, L.P.
By: Eckert Corp., General Partner
By: /S/VICTORIA ECKERT
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Victoria Eckert, President
DATED: November 16, 1999
SCHEDULE 13-D
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After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
PALISADES PARTNERS, L.P.
BY: /S/GORDON A. UEHLING, JR.
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Gordon A. Uehling, Jr.
DATED: November 16, 1999
SCHEDULE 13-D
ITEM 5 (C)
TRADE DATE NO. OF SHARES NO. OF SHARES PRICE PER
PURCHASED (1) SOLD (1) SHARE
TRANSACTIONS BY ASSOCIATES
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10/29/99 5000 0 40.875
10/29/99 5000 0 40.75
10/29/99 7700 0 39.625
10/29/99 5000 0 39.125
10/29/99 300 0 39.0625
10/29/99 25000 0 39.00
10/29/99 2000 0 38.6875
10/29/99 8300 0 39.00
10/29/99 5500 0 37.125
10/29/99 8000 0 37.375
10/29/99 8900 0 37.4375
10/29/99 300 0 37.50
10/29/99 4000 0 37.5625
11/01/99 10000 0 35.00
11/03/99 0 15000 39.00
11/03/99 0 71300 39.00
11/03/99 0 2000 39.50
11/03/99 0 2000 39.375
11/04/99 0 14000 39.50
11/04/99 0 5000 39.25
11/04/99 0 4000 39.75
11/09/99 7500 0 40.50
11/09/99 2600 0 39.75
11/09/99 10000 0 40.00
11/11/99 0 12500 42.00
11/11/99 0 88500 42.0625
11/12/99 0 15000 43.125
11/12/99 0 55000 42.50
11/12/99 0 10000 42.625
TRANSACTIONS BY PARTNERS
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10/29/99 7300 0 39.00
11/01/99 2000 0 35.00
11/11/99 0 14000 42.00
11/15/99 0 8900 43.00
11/15/99 0 6100 43.0625
11/15/99 0 2700 43.125
TRANSACTIONS BY PALISADES
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11/11/99 0 6000 42.00
11/15/99 0 7700 43.00
(1) Transactions were effected in the open market, on the exchange where the
securities are traded, if any, and otherwise in transactions with
Broker-Dealers.
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities and Exchange Act
of 1934, as amended, the parties named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D, and amendments
thereto, with respect to the securities of the company named below:
DATED: OCTOBER 28, 1999
COMPANY: AFC CABLE SYSTEMS, INC.
SECURITIES: COMMON STOCK, PAR VALUE $.01 PER SHARE
PARTIES
ALPINE ASSOCIATES,
A Limited Partnership
By: Eckert Corp.
By: /S/VICTORIA ECKERT
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ALPINE PARTNERS, L.P.
By: Eckert Corp.
By: /S/VICTORIA ECKERT
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PALISADES PARTNERS, L.P.
By: /S/GORDON A. UEHLING, JR.
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Gordon A. Uehling, Jr.
