-----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, C4HEfqmXaWi2D0BGfSxF1WahfbueTOe0h2i5cQYOHLiNXsYCLYxLC/Mrw+c1d3wS jZ8xKsaTRPIdNoF8UZslhg== 0000895345-97-000249.txt : 19970807 0000895345-97-000249.hdr.sgml : 19970807 ACCESSION NUMBER: 0000895345-97-000249 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970806 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-31325 FILM NUMBER: 97652527 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 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 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* ------- THE ALPINE GROUP, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 020825105 ------------------ (CUSIP Number) Alexandra Investment Management, Ltd. Mikhail A. Filimonov Dimitri Sogoloff 237 Park Avenue New York, New York 10017 (212) 808-3780 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 28, 1997 ------------------ (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, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Page 1 of 10 pages Exhibit Index on page 9 SCHEDULE 13D CUSIP No. 020825105 Page 2 of 10 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 OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK NUMBER OF 7 SOLE VOTING POWER SHARES 1,097,391 SHARES** BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 1,097,391 SHARES** WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,097,391 SHARES** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.50% 14 TYPE OF REPORTING PERSON * IA,CO *SEE INSTRUCTIONS BEFORE FILLING OUT! ** Shares reported herein are also beneficially owned by other reporting persons. See Item 5. SCHEDULE 13D CUSIP No. 020825105 Page 3 of 10 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 OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,097,391 SHARES** EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10 SHARED DISPOSITIVE POWER 1,097,391 SHARES** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,097,391 SHARES** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.50% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! ** Shares reported herein are also beneficially owned by other reporting persons. See Item 5. SCHEDULE 13D CUSIP No. 020825105 Page 4 of 10 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 OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,097,391 SHARES** EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10 SHARED DISPOSITIVE POWER 1,097,391 SHARES** 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,097,391 SHARES** 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.50% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! ** Shares reported herein are also beneficially owned by other reporting persons. See Item 5. Page 5 of 10 Pages ITEM 1. SECURITY AND ISSUER. ------------------- This Schedule relates to the shares of Common Stock, $.10 par value per share (the "Common Stock"), of The Alpine Group, Inc., a Delaware corporation (the "Company"). The principal executive office of the Company is located at 1790 Broadway, New York, New York 10019. This Schedule is being filed pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). ITEM 2. IDENTITY AND BACKGROUND. ----------------------- (a) The persons filing this Schedule are (i) Alexandra Investment Management, Ltd., a New York corporation (the "Adviser"); (ii) Mr. Mikhail A. Filimonov, the Chairman, Chief Executive Officer and Chief Investment Officer of the Adviser and (iii) Mr. Dimitri Sogoloff, Chief Operations Officer of the Adviser (the Adviser and Messrs. Filimonov and Sogoloff sometimes being referred to herein collectively as the "Reporting Persons"). This Schedule reports the ownership of shares of Common Stock that may be deemed to be beneficially owned by the Adviser and, indirectly, by Messrs. Filimonov and Sogoloff, as principals of the Adviser, by reason of their power to direct the voting and disposition of such shares. (b) The principal business of the Adviser is investment management. The principal place of business of the Adviser is 237 Park Avenue, New York, New York 10017. Mr. Filimonov is the Chairman, Chief Executive Officer and Chief Investment Officer of the Adviser. Mr. Sogoloff is the Chief Operations Officer of the Adviser. The principal business of Mr. Filimonov is to act as Chairman, Chief Executive Officer and Chief Investment Officer of the Adviser. The principal business of Mr. Sogoloff is to act as the Chief Operations Officer of the Adviser. The business address of both Messrs. Sogoloff and Filimonov is c/o the Adviser at 237 Park Avenue, New York, New York 10017. (c) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (d) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. (e) Messrs. Filimonov and Sogoloff is each a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ------------------------------------------------- The Adviser currently may be deemed to beneficially own 1,097,391 shares of Common Stock. Of such shares, 302,800 shares were acquired for approximately $3,072,253.08 in cash. Of such amount, approximately one-quarter was provided by margin borrowings from one or more broker-dealers and the balance from working capital of one of the Adviser's clients. Information concerning the source and amount of funds with respect to the remaining 794,591 shares of Common Stock is set forth in Item 3 of a Schedule 13D previously filed by the Reporting Persons with respect to the Common Stock of the Company, dated April 28, 1993, and certain amendments thereto, which hereby are incorporated by reference in this Item 3. The relevant text of such Schedule 13D and amendments are attached hereto as Exhibits 2 through 8. Capitalized terms used in such exhibits have the meanings ascribed to such terms therein. ITEM 4. PURPOSE OF TRANSACTION. ---------------------- The Adviser has acquired the shares of Common Stock in the ordinary course of business for investment. The 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 such shares of Common Stock at any time. None of the Reporting Persons presently has any plans or proposals which relate to or would result in any of the matters enumerated in clauses (a) through (j), inclusive, of Item 4 of Schedule 13D, namely: (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------ (a) As of the date hereof, the Adviser may be deemed to beneficially own 1,097,391 shares of Common Stock, comprising approximately 6.50% of the approximately 16,889,781 shares of Common Stock outstanding. In their capacities as principals of the Adviser, such shares also may be deemed to be beneficially owned indirectly by Messrs. Filimonov and Sogoloff. (b) The Adviser, in its capacity as investment adviser, may be deemed to have the power to vote or to dispose of the 1,097,391 shares of Common Stock. In their capacities as principals of the Adviser, Messrs. Filimonov and Sogoloff 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) Set forth on Schedule A hereto is a description of all other transactions in the Common Stock effected by any of the Reporting Persons between March 19, 1997 and July 30, 1997. All such transactions consisted of open market purchases. (d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock, other than such parties. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. ------------------------------------------------------- None. Page 9 of 10 Pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. -------------------------------- Exhibit 1 - Joint Filing agreement dated August 6, 1997 Exhibit 2 - Text of Item 3 of Schedule 13D, dated April 28, 1993. Exhibit 3 - Text of Item 3 of Amendment No. 2, dated February 1, 1994, to Schedule 13D, dated April 28, 1993. Exhibit 4 - Text of Amendment No. 3, dated March 31, 1994, to Schedule 13D, dated April 28, 1993. Exhibit 5 - Text of Item 3 of Amendment No. 4, dated June 13, 1994, to Schedule 13D, dated April 28, 1993. Exhibit 6 - Text of Item 3 of Amendment No. 5, dated January 6, 1995, to Schedule 13D, dated April 28, 1993. Exhibit 7 - Text of Item 3 of Amendment No. 6, dated July 15, 1995, to Schedule 13D, dated April 28, 1993. Exhibit 8 - Text of Item 3 of Amendment No.8, dated March 20, 1997, to Schedule 13D, dated April 28, 1993. Page 10 of 10 Pages 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. Date: August 6 , 1997 ALEXANDRA INVESTMENT MANAGEMENT, LTD. By:/s/ Mikhail A. Filmonov ------------------------------ Mikhail A. Filimonov, Chairman Chief Executive Officer Chief Investment Officer /s/ Mikhail A. Filimonov --------------------------------- MIKHAIL A. FILIMONOV /s/ Dimitri Sogoloff --------------------------------- DIMITRI SOGOLOFF SCHEDULE A TRANSACTIONS IN COMMON STOCK OF THE ALPINE GROUP, INC. The Adviser effected the following purchases of Common Stock of the Company on the dates listed. All transactions were open market purchases executed on an agency basis on the American Stock Exchange through various broker-dealers. Prices listed are exclusive of commissions. Date Number of Shares Price per Share - ---- ---------------- --------------- March 19, 1997 3,000 9.0000 April 30, 1997 10,000 9.2750 May 6, 1997 50,000 9.5000 May 28, 1997 45,000 9.1569 May 30, 1997 3,000 9.3750 June 2, 1997 5,000 9.5000 June 3, 1997 20,000 9.7500 June 6, 1997 25,000 10.1250 June 11, 1997 15,000 9.7083 June 25, 1997 10,000 10.5000 June 25, 1997 10,000 10.3125 June 25, 1997 30,700 10.4320 June 30, 1997 39,100 11.0708 July 21, 1997 15,000 11.9125 July 22, 1997 7,000 11.7857 July 23, 1997 10,000 11.6125 July 30, 1997 5,000 11.5000 Total 302,800 EXHIBIT 1 AGREEMENT WITH RESPECT TO THE FILING OF JOINT ACQUISITION STATEMENTS UNDER RULE 13d-1(f) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Each of the undersigned hereby agrees, with respect to the filing of a statement on Schedule 13D, dated the date hereof, relating to the Common Stock of The Alpine Group, Inc., and any and all amendments relating thereto, that such statement (and any and all amendments thereto) is or will be filed on behalf of each of them, it being understood and agreed, as provided in the aforesaid Rule 13d-1(f)(1), that each such person is responsible for the completeness and accuracy of the information concerning such person contained therein, but is not responsible for other persons making the filing unless such person knows or has reason to believe that such information is inaccurate. Date: August 6 , 1997 ALEXANDRA INVESTMENT MANAGEMENT, LTD. By:/s/ Mikhail A. Filimonov ------------------------------ Mikhail Filimonov, Chairman Chief Executive Officer Chief Investment Officer /s/ Mikhail A. Filimonov ---------------------------------- MIKHAIL A. FILIMONOV /s/ Dimitri Sogoloff ---------------------------------- DIMITRI SOGOLOFF EXHIBIT 2 SCHEDULE 13D, DATED APRIL 28, 1993 * * * ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ------------------------------------------------- The Partnership currently owns beneficially 803,202 shares of Common Stock. Of such shares, 564,700 shares were acquired for approximately $6,743,000 in cash. Of such amount approximately one-half was provided by margin borrowings from one or more broker-dealers and the balance from working capital of the Partnership. The remaining 238,502 shares of the Common Stock were acquired from the Company in exchange for 2,000 shares of the 9% Cumulative Convertible Senior Preferred Stock, par value $1.00 per share, of the Company (the "Preferred Shares"). EXHIBIT 3 AMENDMENT NO. 2, DATED FEBRUARY 1, 1994, TO SCHEDULE 13D, DATED APRIL 28, 1993 * * * ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ------------------------------------------------- On November 10, 1993, the Partnership purchased $1,500,000 (1,500 shares) of the Company's 8 1/2 Cumulative Convertible Senior Preferred Stock, $1.00 par value per share ("Senior Preferred Stock") in connection with the financing of the Merger. The funds for the purchase of the shares of Senior Preferred Stock were provided by the working capital of the Partnership. The shares of Senior Preferred Stock are presently convertible into 148,368 shares of Common Stock at the conversion price of $10.11 per share. During the period from December 7, 1993 to February 7, 1994, the Partnership purchased 292,000 shares of Common Stock. Such shares were purchased for approximately $2,225,500 in cash. Of such amount approximately one-half was provided by margin borrowings from one or more broker-dealers and the balance from the working capital of the Partnership. EXHIBIT 4 AMENDMENT NO. 3, DATED MARCH 31, 1994, TO SCHEDULE 13D, DATED APRIL 28, 1993 * * * ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ------------------------------------------------- During the period from February 16, 1994 through April 20, 1994, the Partnership purchased 310,800 shares of Common Stock. Such shares were purchased for approximately $2,121,930 in cash (exclusive of brokerage commissions). Of such amount approximately one-half was provided by margin borrowings from one or more broker-dealers and the balance from the working capital of the Partnership. EXHIBIT 5 AMENDMENT NO. 4, DATED JUNE 13, 1994, TO SCHEDULE 13D, DATED APRIL 28, 1993 * * * ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ------------------------------------------------- During the period from May 18, 1994 through August 3, 1994, the Partnership purchased 210,100 shares of Common Stock. Such shares were purchased for $1,178,128.06 in cash (exclusive of brokerage commissions). Of such amount approximately one-half was provided by margin borrowings from one or more broker-dealers and the balance from the working capital of the partnership. On or about April 22, 1994, Alexandra Global Fund acquired 315,789 shares of Common Stock in exchange for 1,500 shares of 8 1/2% Cumulative Convertible Senior Preferred Stock ("Senior Preferred Stock") of the Company held by Alexandra Global Fund pursuant to a letter agreement dated April 22, 1994 between the Partnership and the Adviser ("Exchange Agreement"). EXHIBIT 6 AMENDMENT NO. 5, DATED JANUARY 6, 1995, TO SCHEDULE 13D, DATED APRIL 28, 1993 * * * ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ------------------------------------------------- On January 6, 1995, the Adviser, on behalf of the Partnership and a managed account of a foreign financial institution (collectively, "the Investors"), entered into an agreement with the Company (the "Exchange Agreement") pursuant to which the Investors exchanged 1,000,000 shares of Common Stock for 160,000 shares of the Company's 8% Cumulative Convertible Senior Preferred Stock, $1.00 par value per share ("8% Preferred Stock"), having a liquidation preference of $50 per share, or an aggregate liquidation preference of $8,000,000, or an exchange ratio of 6.250 shares of Common Stock for each share of 8% Preferred Stock. The shares of 8% Preferred Stock have the rights, preferences and limitations set forth in the Certificate of Designations with respect thereto, which is attached as Exhibit B to the Exchange Agreement (the "Preferred Certificate"). A copy of the Exchange Agreement is filed herewith as Exhibit 1. EXHIBIT 7 AMENDMENT NO. 6, DATED JULY 15, 1995, TO SCHEDULE 13D, DATED APRIL 28, 1993 * * * ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ------------------------------------------------- During the period from March 30, 1995 through and including June 30, 1995 (the "Period"), the Adviser, on behalf of a managed account, purchased 452,000 shares ("Period Shares") of Common Stock. The Period Shares were purchased by the Adviser with investment capital of the managed account and margin borrowings. In addition, pursuant to the Exchange Agreement and the 8% Preferred Certificate, commencing July 15, 1995 the Adviser has the right to exchange 160,000 shares of 8% Preferred Stock for 1,032,240 shares of Common Stock, at the exchange ratio ("Exchange Ratio") of one share of 8% Preferred Stock ($50 liquidation preference) for 6.45 shares of Common Stock. EXHIBIT 8 AMENDMENT NO. 8, DATED MARCH 20, 1997, TO SCHEDULE 13D, DATED APRIL 28, 1993 * * * 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 Adviser. -----END PRIVACY-ENHANCED MESSAGE-----