-----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, SyV477NI/8TrNBNi6ZxNHu1VbZZjkwKjFrMgPfUMA1DE/cifNHPFCJZC7H0xyJdO LvzZhlYGBbUtroAXLj2LVg== 0000895345-97-000097.txt : 19970321 0000895345-97-000097.hdr.sgml : 19970321 ACCESSION NUMBER: 0000895345-97-000097 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970320 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: 221620387 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: 97559835 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. 8) 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) March 6, 7, and 18, 1997 - --------------------------------------------------------------------- (Dates of Events which Require 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 NUMBER 7 SOLE VOTING POWER OF SHARES 794,591 shares** BENEFICI 8 SHARED VOTING POWER ALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORT- ING 794,591 shares** PERSON 10 SHARED DISPOSITIVE POWER WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 794,591 shares** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.57% 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. NUMBER 7 SOLE VOTING POWER OF SHARES -0- BENEFICI 8 SHARED VOTING POWER ALLY OWNED 794,591 shares** BY EACH 9 SOLE DISPOSITIVE POWER REPORT- ING -0- PERSON 10 SHARED DISPOSITIVE POWER WITH 794,591 shares** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 794,591 shares** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.57% 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. NUMBER 7 SOLE VOTING POWER OF SHARES -0- BENEFICI 8 SHARED VOTING POWER ALLY OWNED 794,591 shares** BY EACH 9 SOLE DISPOSITIVE POWER REPORT- ING -0- PERSON 10 SHARED DISPOSITIVE POWER WITH 794,591 shares** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 794,591 shares** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.57% 14 TYPE OF REPORTING PERSON* IN ** Shares reported herein are also beneficially owned by other reporting persons. See Item 5. This Amendment No. 8 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 Alexandra Investment Management, Ltd. (formerly named 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 3 is hereby amended to add the following information: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The funds required for the purchases of shares were obtained from cash in the account managed by the Advisor. Item 4 is hereby amended to add the following information: ITEM 4. PURPOSE OF TRANSACTION The purchases and sales of shares of Common Stock described in Item 5 hereof were effected as investment management decisions. 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 794,591 shares of Common Stock, comprising approximately 4.57% of the approximately 17,397,654 shares of Common Stock outstanding, (as reported in the Company's Quarterly Report on Form 10-Q to be outstanding as of March 14, 1997). 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 794,591 shares of Common Sock owned by the managed account. In their capacity as executive officers of the Adviser, Messrs. Filimonov and Sogoloff 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) The following transactions were effected since January 14, 1997 in broker transactions:
Date Purchase (P) or Number of Shares Price Per Share Sale (S) 1/14/97 P 28,000 $8.3705 1/15/97 P 15,000 8.375 1/17/97 P 5,500 8.75 1/31/97 P 20,000 8.25 2/6/97 P 2,300 8.375 2/7/97 P 38,000 8.4408 2/19/97 P 100 8.25 2/25/97 P 15,600 8.50 2/25/97 S 51,000 8.625 3/5/97 S 173,000 8.5759 3/6/97 S 102,500 8.50 3/7/97 S 373,500 8.5783 3/10/97 S 14,600 8.75 3/11/97 S 35,000 8.625 3/11/97 S 27,500 8.75 3/12/97 P 10,000 8.625 3/12/97 P 10,000 8.75 3/13/97 P 40,000 8.625 3/13/97 P 40,000 8.75 3/14/97 P 2,000 8.75 3/14/97 S 150,000 8.75 3/14/97 P 6,500 8.625 3/14/97 P 4,600 8.7228 3/18/97 S 80,000 9.3281
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. March 19, 1997 ALEXANDRA INVESTMENT MANAGEMENT, LTD. By: /s/Mikhail A. Filimonov ------------------------------------------ Chairman and Chief Executive Officer /s/Dimitri Sogoloff --------------------------------------------- DIMITRI SOGOLOFF /s/Mikhail A. Filimonov --------------------------------------------- MIKHAIL A. FILIMONOV -----END PRIVACY-ENHANCED MESSAGE-----