-----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, QVJ8jSJluxBA5RvZBJIZOffHdCiVebE5r5kD8w6qk8c1qLrIntBaSa8VCxpdagAc 1ZMFW6oPleaCw93y4Fk8tQ== 0001144204-05-039241.txt : 20051209 0001144204-05-039241.hdr.sgml : 20051209 20051209074456 ACCESSION NUMBER: 0001144204-05-039241 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051209 DATE AS OF CHANGE: 20051209 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: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-31325 FILM NUMBER: 051254161 BUSINESS ADDRESS: STREET 1: ONE MEADOWLANDS PLAZA STREET 2: SUITE 801 CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 BUSINESS PHONE: 201-549-4400 MAIL ADDRESS: STREET 1: ONE MEADOWLANDS PLAZA STREET 2: SUITE 801 CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 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: MCF CORP CENTRAL INDEX KEY: 0000826683 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 112936371 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 600 CALIFORNIA STREET STREET 2: NINTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: (415) 248-5640 MAIL ADDRESS: STREET 1: 600 CALIFORNIA STREET STREET 2: NINTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108 FORMER COMPANY: FORMER CONFORMED NAME: RATEXCHANGE CORP DATE OF NAME CHANGE: 20000512 FORMER COMPANY: FORMER CONFORMED NAME: NETAMERICA COM CORP DATE OF NAME CHANGE: 19991116 FORMER COMPANY: FORMER CONFORMED NAME: NETAMERICA INTERNATIONAL INC DATE OF NAME CHANGE: 19981207 SC 13D 1 v031083.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. --)* (Name of Issuer) ALPINE GROUP, INC. (Title of Class of Securities) COMMON STOCK, PAR VALUE $0.10 PER SHARE (CUSIP Number) 02082560 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MERRIMAN CURHAN FORD & CO JON MERRIMAN 600 CALIFORNIA 9TH FLOOR SAN FRANCISCO, CALIFORNIA 94108 (415) 248-5600 NOVEMBER 29, 2005 If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.|_| - -------------------------------------------------------------------------------- Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. - -------------------------------------------------------------------------------- *The remainder of this cover page shall be filled out for a reporting person's 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 Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 02082560 - -------------------------------------------------------------------------------- (1) Names of reporting persons I.R.S. Identification Nos. of above persons (entities only) Merriman Curhan Ford & Co. 95-4068105 - -------------------------------------------------------------------------------- (2) Check the appropriate box if a member of a group (see instructions) (a) |_| (b) |_| - -------------------------------------------------------------------------------- (3) SEC use only - -------------------------------------------------------------------------------- (4) Source of funds (see instructions) WC - -------------------------------------------------------------------------------- (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- (6) Citizenship or place of organization California - -------------------------------------------------------------------------------- Number of shares beneficially owned by each reporting person with: - -------------------------------------------------------------------- (7) Sole Voting Power 832,000 SHARES - -------------------------------------------------------------------- (8) Shared Voting Power 0 SHARES - -------------------------------------------------------------------- (9) Sole Dispositive Power 832,000 SHARES - -------------------------------------------------------------------- (10) Shared Dispositive Power 0 SHARES - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 832,000 SHARES - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 5.18% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) BD - -------------------------------------------------------------------------------- Item 1. Security and Issuer This Schedule 13d relates to the shares of Common Stock, $0.10 par value per share (the "Common Stock") of the Alpine Group, Inc., Delaware Corporation (the "Company"). The principal executive office of the Company is located at one Meadowlands Plaza, East Rutherford, New Jersey 07073. This Schedule 13d is being filed pursuant to section 13(d) of the securities exchange act of 1934 and the rules and regulations promulgated thereunder (the "exchange act). Item 2. Identity and Background Merriman Curhan Ford & Co is a California Corporation and Broker Dealer. The principal executive offices of the company are located at 600 California, 9th floor, San Francisco, CA 94108. D. During the past five years, Merriman Curhan Ford & Co. has not been convicted of any in any criminal proceeding (excluding traffic violations and similar misdemeanors). E. During the past five years, Merriman Curhan Ford & Co. has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in any judgment, decree or final order enjoining violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The source of funds used in making purchases of the Company's common stock were those on hand and earned in the normal course of business of Merriman Curhan Ford & Co. Item 4. Purpose of Transaction The purpose of the acquisition of securities of the issuer is to have a stronger voice to encourage the Management and the Board to maximize the value of the Company. We note that our investments in the Alpine Group have been based upon on our analysis of the operational potential for the Essex business, and our belief that management was turning that business around. We note that if the proposed sale of Essex is consummated , the rationale for our investment in the Alpine Group has changed. We intend to vote these securities in connection with the proposed sale of Essex Electric. A division of the Alpine Group, proposed by and pursuant to the Schedule 14A filed by the Company on November 2, 2005. The purpose of this Schedule 13D is to reflect (i) the beneficial ownership of the Common Stock by certain of the Reporting Persons and (ii) a letter that was sent on November 29, 2005 by the Reporting Person to the Board of Directors of the Alpine Group that relates to the sale of Essex Electric, a division of the Registrant. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, the filer owns 832,000 shares of common stock. This represents approximately 5.18% of shares outstanding equal to 16,060,580 as reported in the Company's third quarter 2005 form 10-Q, as of October 31, 2005. (b) 832,000 shares (c) Transactions for the 60 days prior to the date of this Schedule 13D are below: TD DT Quantity Price - ----- -------- ----- 30-Sep 5,301 $2.9000 4-Oct -50,000 $2.4500 4-Oct -55,800 $2.4500 6-Oct 8,430 $2.5300 12-Oct 13,550 $2.2587 19-Oct 2,300 $2.1000 25-Oct 5,000 $2.2500 31-Oct 18,500 $2.2092 1-Nov 6,000 $2.1000 3-Nov 644 $2.1500 8-Nov 12,500 $1.9972 8-Nov 20,000 $2.0831 16-Nov 10,000 $2.1250 17-Nov 50,000 $2.1120 17-Nov 41,883 $2.0102 21-Nov 19,000 $2.1158 29-Nov 1,000 $2.1000 29-Nov 14,820 $2.0986 29-Nov 82,797 $2.0650 (d) Not Applicable (e) Not Applicable Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. NONE Item 7. Material to be Filed as Exhibits. Letter to Alpine Board of Directors Signature. 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 - -------------------------------------------------------------------------------- Signature - -------------------------------------------------------------------------------- Name/Title The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). Merriman Curhan Ford & Co. 600 California Street Ninth Floor San Francisco, CA 94108 November 29, 2005 The Board of Directors C/o Steven S. Elbaum Chairman of the Board Chief Executive Officer The Alpine Group One Meadowlands Plaza East Rutherford, NJ 07073 Dear Chairman and the Board of Directors of the Alpine Group: As you are aware, Merriman Curhan Ford & Co. is a significant shareholder of the Alpine Group, Inc. ("Alpine") and has been a supporter of the Company throughout 2005. While we believe that Management has done an excellent job at returning the Essex Electric, Inc. ("Essex") wire business to profitability, we also believe that the Common Stock of Alpine is severely undervalued and the proposed sale of Essex may not ultimately garner full value to the Alpine shareholders. Our analysis indicates, based on the 9/30/05 quarter reported by Essex, that the value of Alpine's Common Stock would be much higher if the sale was not consummated. We invested in Alpine based on our analysis of the operational potential for the Essex business, and our belief that management was turning that business around. If the proposed sale is consummated , the rationale for our investment in the Alpine Group has changed. We therefore believe the cash proceeds should be returned to the shareholders. We would like to take this opportunity to encourage management to consider and explore, as appropriate, a number of strategic alternatives in order to increase and maximize shareholder value. We believe increased value could be achieved through a number of corporate actions, including, but not limited to, a share repurchase program or a large cash dividend to shareholders. Again, we did not invest in a "blind pool" of cash, we invested in an operating business. In the event of the sale of Essex, we urge the Board and Management to maximize the value of the remaining assets and return the cash proceeds to the shareholders. We hope you consider our suggestions in order to increase near term shareholder value. Very truly yours, Merriman Curhan Ford & Co. By: Jon Merriman Title: Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----