-----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, QCQOhU7r2c0mom227cIrTlCFj3X/9ugaT0Vo3xRQJ/js5UgMS8BViQMWEZKjWfl+ 85b5mW8bM1TqXfFC99d8LA== 0001144204-06-011609.txt : 20060324 0001144204-06-011609.hdr.sgml : 20060324 20060324163230 ACCESSION NUMBER: 0001144204-06-011609 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060324 DATE AS OF CHANGE: 20060324 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELBAUM STEVEN SOLOMON CENTRAL INDEX KEY: 0001038443 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ALPINE GROUP INC STREET 2: 1790 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212757333 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31325 FILM NUMBER: 06709646 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 SC 13D/A 1 v038615_sc13d.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 13D
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
(Amendment No. 6)
 
The Alpine Group, Inc. 
(Name of Issuer)
 
Common Stock, par value $0.10 per share
 (Title of Class of Securities)
 
020825 600 
 (CUSIP Number)
 
Mr. Steven S. Elbaum
c/o The Alpine Group, Inc.
One Meadowlands Plaza
East Rutherford, New Jersey 07073
(201) 549-4400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
March 1, 2006
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 for other parties to whom copies are to be sent.
 
(Continued on following pages)
 
(Page 1 of 7 Pages)
 
 
 
13D
 
CUSIP No. 020825 600
   
1
NAMES OF REPORTING PERSONS
Steven S. Elbaum
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ 
(b) ¨ 
   
3
SEC USE ONLY
   
4
SOURCE OF FUNDS*
PF, AF
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ¨
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
   
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
4,823,579
 
8
SHARED VOTING POWER
1,262
 
9
SOLE DISPOSITIVE POWER
6,367,866
 
10
SHARED DISPOSITIVE POWER
1,262
 
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,592,412
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.3%
   
14
TYPE OF REPORTING PERSON*
IN

 
 
2
 

Item 1. Security and Issuer.
 
This Statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.10 per share (the “Common Stock”), of The Alpine Group, Inc., a Delaware corporation (“Alpine”). The principal executive offices of Alpine are located at One Meadowlands Plaza, East Rutherford, New Jersey 07073.
 
Item 2. Identity and Background.
 
  (a)  Name
     
  (b)  Residence or business address
     
(c)
Present principal occupation or employment

 
Steven S. Elbaum (the “Reporting Person”)
c/o The Alpine Group, Inc.
One Meadowlands Plaza
East Rutherford, New Jersey 07073
 
The Reporting Person is Chairman of the Board and Chief Executive Officer of Alpine, an industrial holding company.

(d) and (e) During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.

(f)
Citizenship
     
    United States
 
Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is replaced in its entirety by the following:
 
The Reporting Person, in his capacity as Chief Executive Officer of Alpine, has had the following compensation-related stock issuances credited to his account established under and pursuant to the Alpine Deferred Stock Account Plan: (i) 401,239 shares of Common Stock on August 9, 2003; (ii) 38,410 shares of Common Stock on March 23, 2004; (iii) 289,987 shares of Common Stock on December 31, 2004; and (iv) 4,616 shares of Common Stock on April 25, 2005. On February 27, 2004, the Reporting Person purchased 5,000 shares of Common Stock, as custodian for his daughter, using his personal funds, as to which shares the Reporting Person disclaims beneficial ownership.

 
3
 
Item 4. Purpose of Transaction.
 
Item 4 is replaced in its entirety by the following:
 
The transactions reflected herein are related to compensatory arrangements between Alpine and the Reporting Person.
 
The Reporting Person holds his shares for investment purposes and currently has no plans to acquire additional shares, other than pursuant to existing compensatory arrangements with Alpine. The Reporting Person may from time to time acquire additional shares with an intent to increase his control over Alpine generally.
 
The Reporting Person has the present intention to tender up to 600,000 shares of Common Stock in response to Alpine’s offer to purchase up to 6,000,000 shares of Common Stock set forth in Schedule TO-I filed with the SEC on March 1, 2006. Except as described in the immediately preceding sentence, the Reporting Person currently has no plans or proposals of the type set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D promulgated under the Securities Exchange Act of 1934, as amended.
 
Item 5. Interest in Securities of the Issuer.
 
Item 5 is replaced in its entirety by the following:
 
(a) The Reporting Person may be deemed to beneficially own an aggregate of 6,592,412 shares of Common Stock (approximately 32.3% of the outstanding shares of Common Stock (including 3,288,560 shares issuable upon conversion of the outstanding shares of Series A Preferred Stock) as of March 22, 2006).
 
(b) Number of shares of Common Stock as to which the Reporting Person holds:
 
(i) Sole power to vote or to direct the vote of 4,823,579 shares of Common Stock. This includes 223,284 shares that have been credited to the accounts of certain other officers of Alpine under Alpine’s Deferred Stock Account Plan, which provides that the Reporting Person has the sole power to vote such shares. This also includes 3,288,560 shares issuable upon conversion of Series A Cumulative Convertible Preferred Stock, par value $1.00 per share (the “Series A Preferred Stock”). A total of 2,214,169 shares issuable upon conversion of such shares of Series A Preferred Stock are held by the Reporting Person directly and a total of 1,074,391 shares issuable upon conversion of such shares are held by certain limited liability companies owned or controlled by the Reporting Person. This amount includes 1,052 shares of Series A Preferred Stock owned by a limited liability company of which the Reporting Person and Bragi F. Schut are the sole members. The Reporting Person has an economic interest in 574 of these shares, but the Reporting Person, as sole manager of the limited liability company, has sole voting and dispositive power with respect to all such shares. This amount also includes 5,000 shares owned by the Reporting Person as custodian for his daughter, as to which shares the Reporting Person disclaims beneficial ownership. This does not include 1,767,571 shares that have been credited to the Reporting Person’s account under Alpine’s Deferred Stock Account Plan, which provides that such shares shall be voted by action of the Board of Directors of Alpine.
 
 
4
 
(ii) Shared power to vote or to direct the vote: 1,262 shares owned by the Reporting Person’s wife as custodian for their son, as to which shares the Reporting Person disclaims beneficial ownership.1 
 
(iii) Sole power to dispose or to direct the disposition: 6,367,866 shares of Common Stock. This includes 1,767,571 shares that have been credited to the Reporting Person’s account under Alpine’s Deferred Stock Account Plan. This also includes a total of 3,288,560 shares issuable upon conversion of the Series A Preferred Stock. A total of 2,214,169 shares issuable upon conversion of such shares of Series A Preferred Stock are held by the Reporting Person directly and a total of 1,074,391 shares issuable upon conversion of such shares are held by certain limited liability companies owned or controlled by the Reporting Person. This amount includes 1,052 shares of Series A Preferred Stock owned by a limited liability company of which the Reporting Person and Bragi F. Schut are the sole members. The Reporting Person has an economic interest in 574 of these shares, but the Reporting Person, as sole manager of the limited liability company, has sole voting and dispositive power with respect to all such shares. This amount also includes 5,000 shares owned by the Reporting Person as custodian for his daughter, as to which shares the Reporting Person disclaims beneficial ownership. This amount does not include the 223,284 shares that have been credited to the accounts of certain other officers of Alpine under Alpine’s Deferred Stock Account Plan.
 
(iv) Shared power to dispose or to direct the disposition: 1,262 shares owned by the Reporting Person’s wife as custodian for their son, as to which shares the Reporting Person disclaims beneficial ownership.1
 
1 Identity and Background.
 
(a)
Name
     
    Marion J. Elbaum (“Ms. Elbaum”)
     
  (b)  Residence or business address
     
   
c/o The Alpine Group, Inc.
One Meadowlands Plaza
East Rutherford, New Jersey 07073
     
  (c)  Present principal occupation or employment
     
    Not applicable.
 
(d) and (e) During the last five years, Ms. Elbaum has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.
 
 
5
 
 
  (c)  Except as noted above, the Reporting Person did not effect any transactions in the Common Stock during the past 60 days.
     
  (d)  Not applicable.
     
  (e)  Not applicable.
 
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is replaced in its entirety by the following:
 
Other than as described in Item 5 above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of Alpine of the type required to be disclosed in this Item 6.
 
Item 7. Material to be Filed as Exhibits.
 
Not applicable.   
 
 
6
 
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: March 24, 2006 By:   /s/ Steven S. Elbaum
 
Steven S. Elbaum

 
 
7
 

 
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