-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SDr0vT0NDf69TOT4Tu0vks1vLff6rhG122f/66rCBjZijsGUXhTH0Schso8NaYS6 Yp7HNEbPGLa3M5SEqgHiGw== 0000895345-96-000298.txt : 19961113 0000895345-96-000298.hdr.sgml : 19961113 ACCESSION NUMBER: 0000895345-96-000298 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961112 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALPINE GROUP INC /DE/ CENTRAL INDEX KEY: 0000004164 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 582248978 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31325 FILM NUMBER: 96659439 BUSINESS ADDRESS: STREET 1: 1790 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127573333 MAIL ADDRESS: STREET 1: 1790 BROADWAY STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ALPINE GEOPHYSICAL CORP DATE OF NAME CHANGE: 19841202 FORMER COMPANY: FORMER CONFORMED NAME: ALPINE GEOPHYSICAL ASSOCIATES INC DATE OF NAME CHANGE: 19810120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALEXANDRA INVESTMENT MANAGEMENT LTD CENTRAL INDEX KEY: 0001026736 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 237 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128083780 MAIL ADDRESS: STREET 1: 237 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7) THE ALPINE GROUP, INC. - ----------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.10 PER SHARE - ----------------------------------------------------------------- (Title Class of Securities) 020825105 - ----------------------------------------------------------------- (CUSIP Number) Mikhail A. Filimonov Dimitri Sogoloff Alexandra Investment Management, Ltd. (formerly named Hermes Capital Management, Ltd.) 237 Park Avenue New York, New York 10017 (212) 808-3780 - ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 31, 1996 - ----------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. SCHEDULE 13D/A CUSIP No. 020825105 Page 2 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alexandra Investment Management, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF,OO 5 CHECK BOX IF DISCLOSURE IF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBE 7 SOLE VOTING POWER R OF SHARE 1,449,591 shares** S BENEF 8 SHARED VOTING POWER ICIAL LY OWNED BY 9 SOLE DISPOSITIVE POWER EACH REPOR 1,449,591 shares** T-ING PERSO 10 SHARED DISPOSITIVE POWER N WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,449,591 shares** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.95% 14 TYPE OF REPORTING PERSON* IA,CO ** Shares reported herein are also beneficially owned by other reporting persons. See Item 5. SCHEDULE 13D/A CUSIP No. 020825105 Page 3 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dimitri Sogoloff 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF,OO 5 CHECK BOX IF DISCLOSURE IF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. NUMBE 7 SOLE VOTING POWER R OF SHARE -0- S BENEF 8 SHARED VOTING POWER ICIAL LY 1,449,591 shares** OWNED BY 9 SOLE DISPOSITIVE POWER EACH REPOR -0- T-ING PERSO 10 SHARED DISPOSITIVE POWER N 1,449,591 shares** WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,449,591 shares** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.95% 14 TYPE OF REPORTING PERSON* IN ** Shares reported herein are also beneficially owned by other reporting persons. See Item 5. SCHEDULE 13D/A CUSIP No. 020825105 Page 4 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mikhail A. Filimonov 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF,OO 5 CHECK BOX IF DISCLOSURE IF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. NUMBE 7 SOLE VOTING POWER R OF SHARE -0- S BENEF 8 SHARED VOTING POWER ICIAL LY 1,449,591 shares** OWNED BY 9 SOLE DISPOSITIVE POWER EACH REPOR -0- T-ING PERSO 10 SHARED DISPOSITIVE POWER N 1,449,591 shares** WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,449,591 shares** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.95% 14 TYPE OF REPORTING PERSON* IN ** Shares reported herein are also beneficially owned by other reporting persons. See Item 5. This Amendment No. 7 amends and supplements the Schedule 13D (the "Schedule 13D") relating to the shares of Common Stock, $.10 par value per share (the "Common Stock"), of The Alpine Group, Inc., a Delaware corporation (the "Company"), previously filed by Hermes Capital Management, Ltd. (the "Advisor") and certain related persons. Capitalized terms used and not defined herein have the meaning set forth in the Schedule 13D. * * * Item 2 is hereby amended to add the following information: ITEM 2. IDENTITY AND BACKGROUND The Adviser has changed its name to Alexandra Investment Management, Ltd. Item 4 is hereby amended to add the following information: ITEM 4. PURPOSE OF TRANSACTION The sale of shares of Common Stock described in Items 5 and 6 hereof was effected as an investment management decision. Subject to the terms of the Exchange Agreement, the Adviser, the Partnership, and the Other Reporting Persons may acquire additional shares of Common Stock from time to time, in open market purchases, negotiated transactions or otherwise, and may sell any or all of their shares of Common Stock at any time. Other than as set forth above, the Reporting Persons do not have any plans or proposals which relate to or would result in any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. Item 5 is hereby amended to add the following information: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the date hereof, a managed account of the Adviser directly beneficially owned 1,449,591 shares of Common Stock, comprising approximately 7.95% of the approximately 18,240,920 shares of Common Stock outstanding, (as reported in the Company's Quarterly Report on Form 10-Q to be outstanding as of September 11, 1996). In its capacity as investment adviser to the managed account, such shares may also be deemed to be owned beneficially by the Adviser and, in their capacity as executive officers of the Adviser, also by Messrs. Sogoloff and Filimonov. (b) The Advisor, in its capacity as investment adviser to the managed account, may be deemed to have the power to vote or to dispose of the 1,449,591 shares of Common Sock owned by the managed account. In their capacity as executive officers of the Adviser, Messrs. Sogoloff and Filimonov may be deemed to have the shared power to direct the vote and disposition of such shares within the meaning of Rule 13d-3 under the Exchange Act. (c) Pursuant to a Purchase Agreement (the "Purchase Agreement") dated as of October 31, 1996 between the Adviser and the Company, the Adviser converted the 160,000 shares of 8% Preferred Stock directly beneficially owned by a managed account into 1,769,911 shares of Common Stock (based on the existing conversion price of $4.52 per share) and then sold these shares of Common Stock to the Company for an aggregate purchase price of $13,195,000 in cash (approximately $7.455 per share). In addition, on September 16, 1996, 26,500 shares of Common Stock were sold at $6.9186 per share. On October 25, 1996, 3,000 shares of Common Stock were sold at a price of $7-3/8 per share and, on October 24, 1996, 25,500 shares of Common Stock were sold at a price of $7-1/4 per share. The transactions were effected in broker transactions. Item 6 is hereby amended to add the following information: ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Purchase Agreement provided for (i) the conversion of the 8% Preferred Stock and the sale to the Company of the 1,769,111 shares of Common Stock issued upon such conversion for an aggregate cash purchase price of $13,195,000 and (ii) the sale to the Company of an aggregate principal amount of $10 million of 12-1/4% Series B Senior Secured Notes due 2003 of the Company, directly beneficially owned by an entity for which the Adviser acts as investment adviser, for an aggregate cash consideration of $11,320,000. SIGNATURES ---------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 6, 1996 ALEXANDRA INVESTMENT MANAGEMENT, LTD. By: /s/Dimitri Sogoloff ---------------------------------- Dimitri Sogoloff, President /s/Dimitri Sogoloff ------------------------------------- DIMITRI SOGOLOFF /s/Mikhail A. Filimonov -------------------------------------- MIKHAIL A. FILIMONOV -----END PRIVACY-ENHANCED MESSAGE-----