<PAGE>
                                                      REGISTRATION NO. 001-09078
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                   FORM 10-Q
 
/X/   QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
      1934
      FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 1996
 
/ /   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      FOR THE TRANSITION PERIOD FROM            TO
 
                         COMMISSION FILE NUMBER 1-9078
 
                            ------------------------
 
                             THE ALPINE GROUP, INC.
             (Exact name of registrant as specified in its charter)
 
                DELAWARE                                22-1620387
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                Identification No.)
 
             1790 BROADWAY                              10019-1412
           NEW YORK, NEW YORK                           (Zip code)
(Address of principal executive offices)
 
        Registrant's telephone number, including area code 212-757-3333
 
                            ------------------------
 
    Indicate  by check  mark whether  the Registrant  (1) has  filed all reports
required to be filed by  Section 13 or 15(d) of  the Securities Exchange Act  of
1934  during the  preceding 12 months  and (2)  has been subject  to such filing
requirements for the past 90 days.    Yes _X_  No ___
 
    INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
 
                 CLASS                         OUTSTANDING AT MARCH 1, 1996
----------------------------------------  --------------------------------------
      Common Stock, $.10 Par Value                      18,653,311
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                         PART I.  FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS
 
    The  accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the requirements of Form 10-Q and therefore  do
not  include  all  information  and  footnotes  required  by  generally accepted
accounting principles. However,  in the opinion  of management, all  adjustments
(which,  except as disclosed elsewhere herein,  consist only of normal recurring
accruals) necessary for a fair presentation of the results of operations for the
relevant periods  have  been made.  Results  for  the interim  periods  are  not
necessarily indicative of the results to be expected for the year.
 
                                       2
<PAGE>
                    THE ALPINE GROUP, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                JANUARY 31, 1996
                             (DOLLARS IN THOUSANDS)
                                     ASSETS
 
<TABLE>
<CAPTION>
                                                                                                        APRIL 30,
                                                                                                          1995
                                                                                          JANUARY 31,  -----------
                                                                                             1996
                                                                                          -----------
                                                                                          (UNAUDITED)
<S>                                                                                       <C>          <C>
Current assets:
  Cash and cash equivalents.............................................................   $   3,108   $    15,546
  Marketable securities.................................................................       7,026         1,495
  Accounts receivable (less allowance for doubtful accounts;
   January, $740; April, $956)..........................................................      59,368        41,255
  Inventories...........................................................................      65,589        35,242
  Other current assets..................................................................       6,569         5,347
                                                                                          -----------  -----------
    Total current assets................................................................     141,660        98,885
Property, plant and equipment, net......................................................      99,305        52,240
Long-term investments and other assets (Note 4).........................................      33,490        16,941
Goodwill (less accumulated amortization; January, $4,085; April, $2,338)................      83,088        65,712
                                                                                          -----------  -----------
    Total assets........................................................................   $ 357,543   $   233,778
                                                                                          -----------  -----------
                                                                                          -----------  -----------
 
                                       LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current liabilities:
  Short-term borrowings.................................................................   $  --       $    33,135
  Current portion of long-term debt.....................................................       1,799         2,022
  Accounts payable......................................................................      47,974        31,655
  Accrued expenses......................................................................      33,936        24,993
                                                                                          -----------  -----------
    Total current liabilities...........................................................      83,709        91,805
                                                                                          -----------  -----------
Long-term debt, less current portion....................................................     218,786        84,022
                                                                                          -----------  -----------
Other long-term liabilities.............................................................       4,291         7,560
                                                                                          -----------  -----------
Contingent purchase consideration.......................................................       1,828         5,733
                                                                                          -----------  -----------
Stockholders' equity:
  8% Cumulative convertible preferred stock at liquidation value........................       9,832        11,823
  9% Cumulative convertible preferred stock at liquidation value........................       1,927         1,927
  8.5% Cumulative convertible preferred stock at liquidation value......................      --             3,500
  Common stock, $.10 par value; authorized 25,000,000 shares; issued: October,
   19,282,759 shares; April, 17,429,141 shares..........................................       1,928         1,743
  Capital in excess of par value........................................................     120,971       103,114
  Cumulative translation adjustment.....................................................        (611)          144
  Accumulated deficit...................................................................     (81,427)      (76,050)
                                                                                          -----------  -----------
                                                                                              52,620        46,201
Less: shares of common stock held in treasury, at cost --
      January, 629,448 shares; April, 233,290 shares....................................      (3,181)       (1,229)
     Receivable from stockholders.......................................................        (510)         (314)
                                                                                          -----------  -----------
     Total stockholders' equity.........................................................      48,929        44,658
                                                                                          -----------  -----------
     Total liabilities and stockholders' equity.........................................   $ 357,543   $   233,778
                                                                                          -----------  -----------
                                                                                          -----------  -----------
</TABLE>
 
              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.
 
                                       3
<PAGE>
                    THE ALPINE GROUP, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                                             THREE MONTHS ENDED
                                                                                                 JANUARY 31
                                                                                           ----------------------
                                                                                              1996        1995
                                                                                           -----------  ---------
<S>                                                                                        <C>          <C>
Net sales................................................................................  $   119,504  $  45,900
Cost of goods sold.......................................................................      103,796     39,545
                                                                                           -----------  ---------
  Gross profit...........................................................................       15,708      6,355
Selling, general and administrative......................................................        8,622      5,147
Amortization of goodwill.................................................................          660        368
                                                                                           -----------  ---------
  Operating income.......................................................................        6,426        840
Interest income..........................................................................          832         34
Interest (expense).......................................................................       (6,765)    (2,188)
Other (expense)..........................................................................          (22)      (640)
                                                                                           -----------  ---------
  Net income (loss) before income taxes..................................................          471     (1,954)
Income tax expense.......................................................................          250     --
                                                                                           -----------  ---------
  Net income (loss)......................................................................          221     (1,954)
Preferred stock dividends................................................................          197        253
                                                                                           -----------  ---------
  Net income (loss) applicable to common stock...........................................  $        24  $  (2,207)
                                                                                           -----------  ---------
                                                                                           -----------  ---------
Net income (loss) per share of common stock..............................................  $   --       $   (0.12)
                                                                                           -----------  ---------
                                                                                           -----------  ---------
</TABLE>
 
              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.
 
                                       4
<PAGE>
                    THE ALPINE GROUP, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                                             NINE MONTHS ENDED
                                                                                                 JANUARY 31
                                                                                          ------------------------
                                                                                             1996         1995
                                                                                          -----------  -----------
<S>                                                                                       <C>          <C>
Net sales...............................................................................  $   384,540  $   125,782
Cost of goods sold......................................................................      335,981      108,464
                                                                                          -----------  -----------
  Gross profit..........................................................................       48,559       17,318
Selling, general and administrative.....................................................       24,694       12,300
Amortization of goodwill................................................................        1,975          879
                                                                                          -----------  -----------
  Operating income......................................................................       21,890        4,139
Interest income.........................................................................        1,901          108
Interest (expense)......................................................................      (20,641)      (4,213)
Other income (expense)..................................................................          105         (669)
                                                                                          -----------  -----------
  Income (loss) from continuing operations before income taxes..........................        3,255         (635)
Income tax expense......................................................................          699          232
                                                                                          -----------  -----------
  Income (loss) from continuing operations before extraordinary item....................        2,556         (867)
(Loss) from discontinued operations.....................................................       (2,213)      (4,868)
                                                                                          -----------  -----------
  Income (loss) before extraordinary item...............................................          343       (5,735)
Extraordinary (loss) on early extinguishment of debt....................................       (4,856)     --
                                                                                          -----------  -----------
  Net (loss)............................................................................       (4,513)      (5,735)
Preferred stock dividends...............................................................          864          503
                                                                                          -----------  -----------
  Net (loss) applicable to common stock.................................................  $    (5,377) $    (6,238)
                                                                                          -----------  -----------
                                                                                          -----------  -----------
Income (loss) per share of common stock:
  Continuing operations.................................................................  $      0.10  $     (0.08)
  Discontinued operations...............................................................        (0.12)       (0.27)
  Extraordinary (loss) on early extinguishment of debt..................................        (0.27)     --
                                                                                          -----------  -----------
    Net (loss) per share of common stock................................................  $     (0.30) $     (0.35)
                                                                                          -----------  -----------
                                                                                          -----------  -----------
</TABLE>
 
              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.
 
                                       5
<PAGE>
                    THE ALPINE GROUP, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                   FOR THE NINE MONTHS ENDED JANUARY 31, 1996
                                  (UNAUDITED)
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
                                                                                           9%                      8%
                                                                                       CUMULATIVE              CUMULATIVE
                                                                                      CONVERTIBLE             CONVERTIBLE
                                               COMMON STOCK          CAPITAL        PREFERRED STOCK         PREFERRED STOCK
                                         ------------------------   IN EXCESS   ------------------------  --------------------
                                           SHARES       AMOUNT       OF PAR       SHARES       AMOUNT      SHARES     AMOUNT
                                         -----------  -----------  -----------  -----------  -----------  ---------  ---------
<S>                                      <C>          <C>          <C>          <C>          <C>          <C>        <C>
Balance at April 30, 1995..............   17,429,141   $   1,743    $ 103,114        1,927    $   1,927     236,480  $  11,823
Compensation expense related to stock
 options and grants....................      111,452          11          314
Loans to stockholders..................
Dividends on preferred stock...........
Foreign currency translation...........
Conversion of convertible preferred
 stock.................................      737,476          74        3,804
Conversion of convertible notes........       51,483           5          245
Exercise of stock options..............       33,919           3           88
Shares issued for directors' fees......                                   (18)
Purchase of treasury stock.............
Retirement of Adience 11% Senior Notes
 (Note 5)..............................                                                                      44,900      2,245
Adience acquisition and debt exchange
 reset (Note 5)........................      919,288          92        4,945                               (84,725)    (4,236)
PolyVision merger and distribution
 (Note 6)..............................                                 8,479
Net (loss) for the nine months ended
 January 31, 1996......................
                                         -----------  -----------  -----------  -----------  -----------  ---------  ---------
Balance at January 31, 1996............   19,282,759   $   1,928    $ 120,971        1,927    $   1,927     196,655  $   9,832
                                         -----------  -----------  -----------  -----------  -----------  ---------  ---------
                                         -----------  -----------  -----------  -----------  -----------  ---------  ---------
 
<CAPTION>
                                                   8.5%
                                                CUMULATIVE
                                               CONVERTIBLE
                                             PREFERRED STOCK                         FOREIGN         TREASURY STOCK
                                         ------------------------   ACCUMULATED     CURRENCY     ----------------------
                                           SHARES       AMOUNT        DEFICIT      TRANSLATION    SHARES      AMOUNT
                                         -----------  -----------  -------------  -------------  ---------  -----------
<S>                                      <C>              <C>
Balance at April 30, 1995..............       3,500    $   3,500    $   (76,050)    $     144     (233,290)  $  (1,229)
Compensation expense related to stock
 options and grants....................
Loans to stockholders..................
Dividends on preferred stock...........                                    (864)
Foreign currency translation...........                                                  (755)
Conversion of convertible preferred
 stock.................................      (3,500)      (3,500)
Conversion of convertible notes........
Exercise of stock options..............
Shares issued for directors' fees......                                                             11,042          59
Purchase of treasury stock.............                                                           (407,200)     (2,011)
Retirement of Adience 11% Senior Notes
 (Note 5)..............................
Adience acquisition and debt exchange
 reset (Note 5)........................
PolyVision merger and distribution
 (Note 6)..............................
Net (loss) for the nine months ended
 January 31, 1996......................                                  (4,513)
                                         -----------  -----------  -------------       ------    ---------  -----------
Balance at January 31, 1996............      --           --        $   (81,427)    $    (611)    (629,448)  $  (3,181)
                                         -----------  -----------  -------------       ------    ---------  -----------
                                         -----------  -----------  -------------       ------    ---------  -----------
 
<CAPTION>
 
                                           RECEIVABLE
                                              FROM
                                          STOCKHOLDERS      TOTAL
                                         ---------------  ---------
Balance at April 30, 1995..............     $    (314)    $  44,658
Compensation expense related to stock
 options and grants....................                         325
Loans to stockholders..................          (196)         (196)
Dividends on preferred stock...........                        (864)
Foreign currency translation...........                        (755)
Conversion of convertible preferred
 stock.................................                         378
Conversion of convertible notes........                         250
Exercise of stock options..............                          91
Shares issued for directors' fees......                          41
Purchase of treasury stock.............                      (2,011)
Retirement of Adience 11% Senior Notes
 (Note 5)..............................                       2,245
Adience acquisition and debt exchange
 reset (Note 5)........................                         801
PolyVision merger and distribution
 (Note 6)..............................                       8,479
Net (loss) for the nine months ended
 January 31, 1996......................                      (4,513)
                                               ------     ---------
Balance at January 31, 1996............     $    (510)    $  48,929
                                               ------     ---------
                                               ------     ---------
</TABLE>
 
  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
 
                                       6
<PAGE>
                    THE ALPINE GROUP, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                             NINE MONTHS ENDED
                                                                                                 JANUARY 31
                                                                                          ------------------------
                                                                                              1996         1995
                                                                                          ------------  ----------
<S>                                                                                       <C>           <C>
Cash flow from operating activities:
  Income from continuing operations.....................................................  $      2,556  $     (867)
  Adjustments to reconcile income to net cash provided by continuing operations:
      Depreciation and amortization.....................................................         9,312       3,674
      Accretion of debt discount and amortization of deferred financing.................         1,838         435
      Compensation expense related to stock options and grants..........................           284         407
  Changes in assets and liabilities:
      Accounts receivable...............................................................         9,519        (489)
      Inventories.......................................................................         2,812      (3,739)
      Prepaid expenses and other current assets.........................................        (1,451)      1,054
      Other assets......................................................................         2,467        (209)
      Accounts payable and accrued expenses.............................................        (1,198)      3,623
      Other.............................................................................            46        (242)
                                                                                          ------------  ----------
Cash provided by continuing operating activities........................................        26,185       3,647
                                                                                          ------------  ----------
(Loss) from discontinued operations.....................................................        (2,213)     (4,868)
Adjustments to reconcile loss to net cash (used for) discontinued operations:
    Depreciation and amortization.......................................................           179         548
    Increase in net liabilities.........................................................       --            1,512
    Other...............................................................................           770         206
                                                                                          ------------  ----------
Cash (used for) discontinued operations.................................................        (1,264)     (2,602)
                                                                                          ------------  ----------
Cash provided by operating activities...................................................        24,921       1,045
                                                                                          ------------  ----------
Cash flow from investing activities:
  Acquisitions, net of cash acquired....................................................      (103,409)      1,101
  Investment in marketable securities...................................................        (5,531)    (16,227)
  Capital expenditures for continuing operations........................................        (5,476)     (1,500)
  Capital expenditures for acquisition of BICC assets...................................        (3,895)     --
  Capital expenditures for discontinued operations......................................       --             (229)
  Loans to PolyVision Corporation.......................................................        (5,185)     --
  Other.................................................................................         1,841        (571)
                                                                                          ------------  ----------
Cash (used for) investing activities....................................................      (121,655)    (17,426)
                                                                                          ------------  ----------
                                                                                          ------------  ----------
</TABLE>
 
              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.
 
                                       7
<PAGE>
                    THE ALPINE GROUP, INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                  (UNAUDITED)
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                             NINE MONTHS ENDED
                                                                                                JANUARY 31
                                                                                         -------------------------
                                                                                             1996         1995
                                                                                         ------------  -----------
<S>                                                                                      <C>           <C>
Cash flow from financing activities:
  Short-term borrowings (repayments)...................................................  $    (21,000) $    20,179
  Borrowing under revolving credit facilities, net.....................................        29,122        1,675
  Redemption of preferred stock........................................................       --              (287)
  Dividends on preferred stock.........................................................          (793)        (103)
  Capitalized financing costs..........................................................       (13,699)     --
  Purchase of treasury shares..........................................................        (1,952)        (360)
  Proceeds from exercise of stock options..............................................            91          202
  Repayments of long-term debt.........................................................      (189,939)      (3,178)
  Long-term borrowings.................................................................       282,466      --
                                                                                         ------------  -----------
Cash provided by financing activities..................................................        84,296       18,128
                                                                                         ------------  -----------
Net increase (decrease) in cash and cash equivalents...................................       (12,438)       1,747
Cash and cash equivalents at beginning of period.......................................        15,546        2,507
                                                                                         ------------  -----------
Cash and cash equivalents at end of period.............................................  $      3,108  $     4,254
                                                                                         ------------  -----------
Supplemental disclosures:
  Taxes paid...........................................................................  $        433  $       437
                                                                                         ------------  -----------
  Interest paid........................................................................  $     18,395  $     3,022
                                                                                         ------------  -----------
Non-cash investing and financing activities:
  Exchange of common stock for preferred stock:
    Preferred stock acquired...........................................................  $      7,736  $       250
                                                                                         ------------  -----------
    Dividends on preferred stock exchanged.............................................  $        451
                                                                                         ------------
    Common stock issued................................................................  $      5,037
                                                                                         ------------
  Exchange of preferred stock for common stock:
    Common stock acquired..............................................................                $    (8,000)
                                                                                                       -----------
                                                                                                       -----------
    Preferred stock issued.............................................................                $     8,000
                                                                                                       -----------
                                                                                                       -----------
  Preferred stock issued in connection with the retirement of Adience 11 1/2 Senior
   Notes...............................................................................  $      2,245
                                                                                         ------------
  Conversion of notes..................................................................  $        300
                                                                                         ------------
  Acquisition of business:
    Assets, net of cash acquired.......................................................  $    126,127  $   107,837
    Preferred stock issued.............................................................       --            (4,113)
    Contingent consideration...........................................................       --            (6,167)
    Liabilities assumed................................................................       (22,718)     (96,456)
                                                                                         ------------  -----------
    Net cash (paid) received...........................................................  $   (103,409) $     1,101
                                                                                         ------------  -----------
                                                                                         ------------  -----------
</TABLE>
 
              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.
 
                                       8
<PAGE>
                    THE ALPINE GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 1996
                                  (UNAUDITED)
 
1.  BASIS OF PRESENTATION
    The  accompanying unaudited  condensed consolidated  financial statements of
The Alpine  Group, Inc.  ("Alpine"  or the  "Company") reflect  all  adjustments
which,  in the opinion of  management, are necessary for  a fair presentation of
the results of  operations for  the interim periods  presented. These  financial
statements should be read in conjunction with the summary of accounting policies
and  the  notes to  the financial  statements included  in the  Company's Annual
Report on Form 10-K for the year ended April 30, 1995.
 
    Certain reclassifications have been made  to the January 31, 1995  financial
statements to conform with the January 31, 1996 presentation.
 
2.  INVENTORIES
    The components of inventories are:
 
<TABLE>
<CAPTION>
                                                                       JANUARY 31,  APRIL 30,
                                                                          1996        1995
                                                                       -----------  ---------
                                                                           (IN THOUSANDS)
<S>                                                                    <C>          <C>
Raw materials........................................................   $  16,746   $  11,969
Work in process......................................................      15,121       8,716
Finished goods.......................................................      33,722      14,557
                                                                       -----------  ---------
                                                                        $  65,589   $  35,242
                                                                       -----------  ---------
                                                                       -----------  ---------
</TABLE>
 
3.  INCOME (LOSS) PER SHARE
    For  the nine months ended  January 31, 1996 and  1995, the weighted average
numbers of shares  outstanding used in  computing income (loss)  per share  were
17,844,031 and 17,910,346, respectively.
 
4.  LONG-TERM INVESTMENTS AND OTHER ASSETS
    The components of long-term investments and other assets are:
 
<TABLE>
<CAPTION>
                                                                       JANUARY 31,  APRIL 30,
                                                                          1996        1995
                                                                       -----------  ---------
                                                                           (IN THOUSANDS)
<S>                                                                    <C>          <C>
Equity investments in PolyVision (Note 6)............................   $  15,633   $  11,202
Deferred financing charges...........................................      10,484      --
Other assets.........................................................       7,373       5,739
                                                                       -----------  ---------
                                                                        $  33,490   $  16,941
                                                                       -----------  ---------
                                                                       -----------  ---------
</TABLE>
 
5.  ACQUISITIONS
 
    ALCATEL ACQUISITION
 
    On   May  11,   1995,  Alpine   completed  the   acquisition  (the  "Alcatel
Acquisition") of  the U.S.  and Canadian  copper wire  and cable  business  (the
"Alcatel  Business") of Alcatel NA Cable  Systems, Inc. and Alcatel Canada Wire,
Inc. (collectively,  "Alcatel  NA"),  which  was  initially  financed  with  the
proceeds  of  the  sale  by  Superior  Telecommunications  Inc.  ("Superior"), a
subsidiary of Alpine, of $140,000,000  aggregate principal amount of notes  (the
"Alcatel Acquisition Notes") (see Note 7).
 
    The  Alcatel Acquisition has  been accounted for  using the purchase method,
and accordingly, the results of operations of the Alcatel Business are  included
in  the Company's consolidated results  on a prospective basis  from the date of
the acquisition.  The  purchase price  for  the Alcatel  Acquisition  (including
expenses)  has been allocated to  the estimated fair market  value of the assets
and liabilities
 
                                       9
<PAGE>
                    THE ALPINE GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                JANUARY 31, 1996
                                  (UNAUDITED)
 
5.  ACQUISITIONS (CONTINUED)
of the Alcatel Business as of the  acquisition date. The excess of the  purchase
price  over the estimated fair market  value of identifiable net assets acquired
resulted in goodwill of approximately $18,055,000 which is being amortized on  a
straight line basis over 30 years.
 
    The  following reflects the preliminary allocation  of the purchase price to
the net assets of the Alcatel Business  based upon the estimated fair values  of
such assets:
 
<TABLE>
<CAPTION>
                                                                                    AMOUNT
                                                                                --------------
                                                                                (IN THOUSANDS)
<S>                                                                             <C>
Acquisition cost..............................................................   $    103,409
Less, historical book value of net assets at May 11, 1995.....................        (80,909)
Write-up of property, plant, and equipment....................................         (4,945)
Accrual of Alcatel employee relocation and severance costs....................            500
                                                                                --------------
Acquisition goodwill..........................................................   $     18,055
                                                                                --------------
                                                                                --------------
</TABLE>
 
    The  acquisition cost of $103,409,000 includes  $102,909,000 paid in cash to
Alcatel NA, and acquisition expenses estimated at $500,000.
 
    ADIENCE ACQUISITION
 
    On December 21, 1994, Alpine acquired 82.3% of the outstanding common  stock
of  Adience, Inc.  ("Adience") which,  when combined  with Adience  common stock
previously purchased by  Alpine, resulted  in Alpine owning  87.2% of  Adience's
outstanding  common  stock on  such  date (the  "Adience  Acquisition"). Initial
consideration paid  in the  Adience Acquisition  consisted of  82,267 shares  of
Alpine's  8%  cumulative  convertible  senior  preferred  stock  ("8%  Preferred
Stock"),  with  a  liquidation  preference  of  $4,113,350,  170,615  shares  of
PolyVision  Corporation ("PolyVision") common stock and $2,558,000 in cash which
included expenses  associated with  the acquisition.  On July  21, 1995,  Alpine
acquired the remaining 12.8% of Adience common stock for $1,596,000 in cash.
 
    The  terms  under  which  the  aforementioned  PolyVision  common  stock was
delivered by Alpine to the Adience stockholders included a valuation reset under
certain conditions. The  valuation reset required  Alpine to deliver  additional
consideration  in an  amount equal to  170,615 (the number  of PolyVision common
shares originally  delivered),  multiplied  by the  difference  (the  "Valuation
Difference"), if any, between $33.60 and the greater of: (1) the average closing
price  for a share of  PolyVision common stock on  the 20 trading days preceding
August 1, 1995, and (2) $11.25 per share. The valuation reset is payable, at the
option of Alpine, in either 8% Preferred Stock, additional shares of  PolyVision
common stock, or a combination of both.
 
    During  fiscal 1996,  certain of the  former Adience  stockholders agreed to
exchange 39,825  shares  of the  8%  Preferred  Stock received  in  the  Adience
Acquisition  and terminate  the right to  receive $1,919,000 in  value under the
aforementioned valuation reset, in consideration  for the issuance by Alpine  of
491,204  shares of  Alpine common stock  and the delivery  of 129,542 additional
shares of PolyVision common  stock. The difference in  the fair market value  of
the consideration exchanged in this transaction was accounted for as a reduction
in the purchase price for Adience.
 
    Also  in connection with the Adience Acquisition, Alpine entered into a debt
exchange agreement with the holders of a majority of Adience's 11% Senior Notes.
The debt exchange agreement, which was  completed on July 21, 1995, resulted  in
Alpine  retiring $44,089,000 aggregate principle  amount of Adience's 11% Senior
Notes ($40,982,000 recorded amount)  for $35,271,000 in  cash, 44,906 shares  of
 
                                       10
<PAGE>
                    THE ALPINE GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                JANUARY 31, 1996
                                  (UNAUDITED)
 
5.  ACQUISITIONS (CONTINUED)
8%  Preferred  Stock with  a liquidation  preference  of $2,245,000,  and 66,801
shares of PolyVision common  stock, subject to a  valuation reset under  certain
conditions. The valuation reset requires Alpine to deliver to the former Adience
note  holders an amount  equal to 66,801 multiplied  by the Valuation Difference
(as defined above). On October 31, 1995, the former Adience note holders  agreed
to  exchange  the 44,900  shares  of 8%  Preferred  Stock received  in  the debt
exchange and  terminate the  right  to receive  $1,493,000  in value  under  the
valuation  reset, in consideration for the  issuance by Alpine of 428,084 shares
of Alpine  common  stock  and  the delivery  of  121,929  additional  shares  of
PolyVision  common  stock.  The difference  between  the recorded  value  of the
Adience 11% Senior  Notes and the  value of the  exchange consideration paid  or
issued  by Alpine in the  debt exchange has been recorded  as a reduction in the
purchase price for Adience.
 
    PRO FORMA FINANCIAL DATA.
 
    Unaudited condensed  pro forma  results  of operations  for the  nine  month
period  ended  January  31, 1996  and  1995  which give  effect  to  the Alcatel
Acquisition and the Adience Acquisition, as if both transactions had occurred on
May  1,   1994   are   presented   below.  The   pro   forma   amounts   reflect
acquisition-related  purchase accounting  adjustments, including  adjustments to
depreciation and amortization expense. The pro forma financial information  does
not purport to be indicative of either the results of operations that would have
occurred  had  the acquisitions  taken  place at  the  beginning of  the periods
presented or of future results of operations.
 
<TABLE>
<CAPTION>
                                                                                       PRO FORMA
                                                                                      (UNAUDITED)
                                                                                NINE MONTH PERIOD ENDED
                                                                                       JANUARY 31
                                                                                ------------------------
                                                                                   1996         1995
                                                                                -----------  -----------
                                                                                 (IN THOUSANDS, EXCEPT
                                                                                   PER SHARE AMOUNTS)
<S>                                                                             <C>          <C>
Net sales.....................................................................  $   392,061  $   338,389
Income (loss) from continuing operations before income taxes..................        3,437       (7,264)
Income (loss) from continuing operations before extraordinary item............        2,738       (7,496)
(Loss) from discontinued operations...........................................       (2,213)      (4,868)
Extraordinary (loss) on early retirement of debt..............................       (4,856)     --
Net (loss)....................................................................       (4,331)     (12,364)
Income (loss) per share of common stock:
  Continuing operations.......................................................  $      0.11  $     (0.46)
  Discontinued operations.....................................................        (0.12)       (0.27)
  Extraordinary (loss) on early extinguishment of debt........................        (0.27)     --
  Net (loss)..................................................................        (0.29)       (0.73)
</TABLE>
 
6.  DISCONTINUED OPERATIONS
    During fiscal  1995,  Alpine management  adopted  a plan  to  distribute  to
shareholders  a substantial portion of the  ownership of its information display
segment  subsidiaries  consisting  of   Alpine  PolyVision,  Inc.  ("APV")   and
Posterloid  Corporation  ("Posterloid"). In  May 1995,  APV and  Posterloid were
merged (the  "PolyVision  Merger") into  PolyVision  Corporation  ("PolyVision")
(formerly  Information  Display  Technology, Inc.),  a  78%-owned  subsidiary of
Adience. Following  the  PolyVision Merger,  Alpine  owned 98%  of  PolyVision's
outstanding preferred stock with a liquidation preference of $25,000,000 and 94%
of PolyVision's outstanding common stock.
 
                                       11
<PAGE>
                    THE ALPINE GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                JANUARY 31, 1996
                                  (UNAUDITED)
 
6.  DISCONTINUED OPERATIONS (CONTINUED)
    As  a result of the PolyVision Merger, Alpine's ownership of the outstanding
PolyVision common  stock increased  from 70%  to 94%.  In accordance  with  FASB
Technical  Bulletin 85-5, this increase in equity ownership has been recorded as
the acquisition of a  portion of PolyVision minority  interest at its  estimated
fair  value. Because the minority interest  was acquired by an Alpine subsidiary
issuing stock, the excess  of the fair value  of the minority interest  acquired
over  the book  value of the  interest given up  in APV and  Posterloid has been
added directly to capital surplus.
 
    On June  14,  1995,  Alpine  distributed to  its  stockholders  73%  of  the
outstanding   PolyVision   common  stock   (the  "PolyVision   Spin-Off").  This
distribution, when  combined with  shares  of PolyVision  common stock  used  as
partial  consideration in  connection with  the acquisition  of Adience  and the
retirement of the Adience 11% Senior Secured Notes, resulted in the ownership by
Alpine of less than  20% of the outstanding  shares of PolyVision common  stock.
Accordingly, Alpine is accounting for its remaining PolyVision investment at its
fair  value  as a  security  available for  sale,  which amount  is  included in
long-term investments  and  other  assets in  the  accompanying  balance  sheet.
Because  the shares of  PolyVision common stock distributed  had a negative book
value, Alpine's stockholders' equity was not reduced by the PolyVision Spin-Off.
The aforementioned  transaction  is  a taxable  transaction,  and  actual  taxes
payable, if any, will depend on Alpine's tax position for fiscal 1996.
 
7.  DEBT
    Debt consists of the following:
 
<TABLE>
<CAPTION>
                                                                                JANUARY 31,   APRIL 30,
                                                                                   1996         1995
                                                                                -----------  -----------
                                                                                     (IN THOUSANDS)
<S>                                                                             <C>          <C>
12.25% Senior Secured Notes due 2003 (face value $153,000,000)................  $   140,799  $   --
$85.0 million revolving credit facility.......................................       59,200      --
13.5% Senior Secured Notes (face value $21,000,000)...........................      --            20,790
Adience 11% Senior Secured Notes due 2002 (face value of $4,989,000 and
 $49,079,000 at January 31, 1996 and April 30, 1995, respectively)............        4,662       44,386
Revolving credit loan -- Superior.............................................      --            16,533
Revolving credit loan -- Adience..............................................      --            12,345
Revolving credit loan -- DNE..................................................      --               627
Term loan.....................................................................      --             5,386
Mortgage loan.................................................................        5,047        5,297
Subordinated note.............................................................      --             2,469
Lease finance obligations.....................................................        5,885        5,967
Other.........................................................................        4,992        5,379
                                                                                -----------  -----------
    Total debt................................................................      220,585      119,179
Less: short-term borrowings and current portion...............................        1,799       35,157
                                                                                -----------  -----------
    Long-term debt............................................................  $   218,786  $    84,022
                                                                                -----------  -----------
                                                                                -----------  -----------
</TABLE>
 
                                       12
<PAGE>
                    THE ALPINE GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                JANUARY 31, 1996
                                  (UNAUDITED)
 
7.  DEBT (CONTINUED)
    The  aggregate maturities of long-term debt for the five years subsequent to
January 31, 1996 are as follows:
 
<TABLE>
<CAPTION>
                                                                          AMOUNT
                                                                      --------------
                                                                      (IN THOUSANDS)
<S>                                                                   <C>
1996................................................................    $    1,799
1997................................................................         2,410
1998................................................................           740
1999................................................................           606
2000................................................................        59,706
</TABLE>
 
    On July 21,  1995, Alpine  completed a placement  of $153,000,000  principal
amount  of 12.25% Senior Secured Notes (the "Senior Notes") due 2003 at an issue
price of 91.737%, with interest payable semiannually on January 15 and July  15.
The  Senior Notes are secured  by a pledge of the  capital stock of Superior and
Adience and are guaranteed by certain  subsidiaries of Alpine. The Senior  Notes
include  certain customary covenants including,  among other things, limitations
on indebtedness, investments, and payment of dividends on common stock.
 
    In conjunction with the placement of  the Senior Notes, Alpine entered  into
an  $85,000,000  revolving  credit  facility (the  "Credit  Facility")  of which
$59,200,000 was outstanding at January 31, 1996. Interest on the Credit Facility
is payable  monthly  at  a rate  of  LIBOR  plus 2.25%  or  prime  plus  0.375%.
Borrowings  under the facility are  subject to a borrowing  base determined as a
percentage of eligible  accounts receivable  and inventory (as  defined). As  of
January  31,  1996,  total  borrowing  availability  amounted  to  approximately
$80,000,000. Loans  under the  Credit facility  are guaranteed  by Superior  and
Adience  and are  secured by  substantially all  of Alpine's  assets, other than
capital stock of its subsidiaries, real estate, and other fixed assets.  Amounts
outstanding under the Credit Facility are due upon termination in July 2000. The
Credit  Facility contains  customary covenants including  limitations on capital
expenditures, dividends, and additional borrowings, as well as certain financial
covenants related to net worth and operating cash flow.
 
    Proceeds from the Senior Notes, borrowings under the Credit Facility, and  a
portion  of cash reserves  were used to  refinance a substantial  portion of the
Company's debt,  including repayment  of  the $140,000,000  Alcatel  Acquisition
Notes  (see Note 5). The Alcatel Acquisition  Notes were issued on May 11, 1995,
and the proceeds were used to (1) pay the initial purchase price for the Alcatel
Acquisition  ($93,000,000),  (2)  repay  amounts  outstanding  under  Superior's
revolving  credit facility ($17,200,000) and its term loan ($5,400,000), (3) pay
fees and  expenses amounting  to $5,1000,000,  with the  balance of  $19,300,000
being  added to corporate  cash reserves. The  other major uses  of the proceeds
from the  Senior  Notes  and  the Credit  Facility  included  (i)  repayment  of
$21,000,000  face  amount  of the  Company's  13.5% Senior  Secured  Notes, (ii)
$10,000,000 repayment  of  the  balance outstanding  under  Adience's  revolving
credit  facility,  and (iii)  $35,271,000 used  to retire  $44,089,000 aggregate
principle amount of Adience's 11% Senior Notes (see Note 5).
 
    As a  result  of  the  refinancing  and  the  aforementioned  redemption  of
indebtedness,  the  Company recognized  a $4,856,000  extraordinary loss  on the
early extinguishment  of debt  during the  nine months  ended January  31,  1996
related  principally to the write-off of  deferred loan fees associated with the
various debt repayments.
 
                                       13
<PAGE>
                    THE ALPINE GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                JANUARY 31, 1996
                                  (UNAUDITED)
 
8.  PREFERRED STOCK
    On July 31, 1995, the Company issued 737,476 shares of Company common  stock
in  exchange for all the outstanding 8.5% Cumulative Convertible Preferred Stock
plus accrued dividends at a conversion price of $5.25 per share of common stock.
 
9.  COMMITMENTS AND CONTINGENCIES
    On May 25, 1994, Alpine and ten other parties were named as codefendants  in
a  lawsuit filed by the state of New  York in Federal District Court relating to
the release of hazardous chemicals at  a landfill near Rochester, New York.  The
state  of New York alleges  that Alpine, by virtue of  its purchase of some (but
not all)  of  the assets  of  an entity  that  allegedly disposed  of  hazardous
substances,  is liable as a corporate  successor under the federal Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA" or "Superfund")
for the costs of remediation. The total remediation costs for the site have been
estimated  by  the  New  York   Department  of  Environmental  Conservation   to
potentially  be in excess of $14,000,000. Alpine  has filed a motion for summary
judgment dismissing the case against Alpine.  This action is in an early  stage,
and  no determination has yet  been made as to  either the reasonableness of New
York's claim and its cost estimates or as to Alpine's liability, if any, or  its
share of such remediation costs. Management believes that it has strong defenses
to this action and it has indemnification rights with respect to liabilities, if
any,  relating to this matter  from the seller of  the assets, Panex Industries,
Inc. which through its successor, Panex Industries, Inc. Liquidating trust,  has
elected  to control  the defense of  this action. Management  believes that such
trust has sufficient assets to meet its indemnification obligations.
 
    In February 1992, PolyVision was cited by the Ohio Environmental  Protection
Agency  (the "Ohio EPA")  for violations of  Ohio's hazardous waste regulations,
including speculative accumulation  of waste (holding  waste on-site beyond  the
legal  time limit) and  illegal disposal of  hazardous waste on  the site of its
Alliance, Ohio, manufacturing facility. In December 1993, PolyVision and Adience
signed a consent order  with the Ohio  EPA and the  Ohio Attorney General  which
required  PolyVision and Adience to pay the state of Ohio a civil penalty and to
remediate the site in accordance with  specific cleanup goals. In addition,  the
consent  order requires the payment of stipulated  penalties of up to $1,000 per
day for failure to satisfy certain requirements of the consent order,  including
milestones  in the closure plan. In October 1994, PolyVision and Adience filed a
proposed amendment to the consent order which would allow PolyVision and Adience
to establish risk-based cleanup  goals, an approach which  has been approved  by
the  Ohio  EPA for  other  contaminated sites.  If  the Ohio  EPA  approves this
proposed amendment, use of  this approach is expected  to reduce the extent  and
cost of remediation required at this site. The Ohio EPA has not yet responded to
this proposed amendment. At January 31, 1996, environmental accruals amounted to
$39,000,  which represents management's estimate of  the amounts remaining to be
incurred in this  matter, including  the costs  of effecting  the closure  plan,
bonding  and insurance costs, penalties, and legal and consultants' fees. If the
Ohio EPA does not accept the proposed  amendment to the consent order, the  cost
of the remediation may exceed the amounts currently accrued.
 
    Under  the acquisition agreement  pursuant to which  PolyVision acquired the
Alliance facility from Adience, Adience  represented and warranted that,  except
as  otherwise disclosed to PolyVision, no  hazardous material had been stored or
disposed of on the property. No  disclosure of storage or disposal of  hazardous
material  on the  site was made.  Accordingly, Adience is  required to indemnify
PolyVision for any losses in excess of $250,000. PolyVision has notified Adience
that it is  claiming the right  to indemnification  for all costs  in excess  of
$250,000  incurred by PolyVision in this  matter and has received assurance that
Adience will honor such claim.
 
                                       14
<PAGE>
                    THE ALPINE GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                JANUARY 31, 1996
                                  (UNAUDITED)
 
9.  COMMITMENTS AND CONTINGENCIES (CONTINUED)
    In May 1995,  Adience was named  as 1  of 153 defendants  in a  class-action
lawsuit  brought in the Circuit Court of Cook County, Illinois, seeking unstated
monetary damages and alleging that  products produced by Adience caused  certain
of  its employees, former employees, and  such persons' family members to suffer
from asbestos-related diseases or an increased risk of developing such diseases.
The total number of claims has not  yet been determined. Alpine and its  counsel
are  evaluating  the validity  of such  claims  and the  scope of  its potential
liabilities and defense costs.
 
    Alpine is subject to other legal proceedings and claims which have primarily
arisen in the ordinary course of business and have not been finally adjudicated.
 
    In the opinion of management, based  on its examination of such matters  and
discussions  with counsel, the ultimate resolution  of all pending or threatened
litigation, claims, and assessments will not have a material adverse effect upon
Alpine's consolidated financial position, liquidity, or results of operations.
 
10. SUBSIDIARY GUARANTEES
    On July 21, 1995,  Alpine issued and sold  $153,000,000 principal amount  of
12.25%  Senior Secured Notes (the "Senior Notes") (see Note 7). The Senior Notes
are fully and unconditionally guarranteed on a senior secured basis by  Superior
Telecommunications  Inc. and Adience Inc.  (wholly owned subsidiaries of Alpine)
and  Superior   Cable   Corp.   (a   wholly   owned   subsidiary   of   Superior
Telecommunications   Inc.)  The  Adience   subsidiary  guarantee,  however,  are
subordinate in right of  payment to $5.0 million  of Adience's 11% Senior  Notes
outstanding.  The subsidiary guarantees rank pari passu in right of payment with
other senior debt  of Alpine (including  the Credit Facility)  and other  senior
debt   of  the  subsidiary  guarantors.  The  subsidiary  guarantors  have  also
guaranteed the indebtedness outstanding under Alpine's Credit Facility (see Note
7). The Notes, however, are effectively subordinated to the loans and subsidiary
guarantees under the Credit Facility and to other secured debt of Alpine and the
subsidiary guarantors to the extent of the assets securing such Credit  Facility
or such other secured debt.
 
    There  are no contractual restrictions on the ability of the subsidiaries to
make  distributions  to  Alpine  to  service  indebtedness,  including  interest
payments on the Notes. Separate financial statements and related disclosures for
the  subsidiaries  are  included  herein as  exhibits.  The  following condensed
consolidating information presents condensed financial statements as of  January
31,  1996  of (a)  Alpine  on a  parent company  basis  with its  investments in
subsidiaries accounted for  under the  equity method (Parent  Company), (b)  the
subsidiary  guarantors, (c)  the combined  non-guarantors, and  (d) Alpine  on a
consolidated basis.
 
                                       15
<PAGE>
                             THE ALPINE GROUP, INC.
                 CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
                   FOR THE NINE MONTHS ENDED JANUARY 31, 1996
                                  (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                               SUBSIDIARY
                                                        PARENT    SUBSIDIARY      NON-      ELIMINATING
                                                       COMPANY    GUARANTORS   GUARANTORS     ENTRIES    CONSOLIDATED
                                                      ----------  -----------  -----------  -----------  ------------
<S>                                                   <C>         <C>          <C>          <C>          <C>
Net sales...........................................              $   356,716   $  27,824                 $  384,540
Cost of goods sold..................................                  316,253      19,728                    335,981
                                                      ----------  -----------  -----------  -----------  ------------
  Gross profit......................................                   40,463       8,096                     48,559
Selling, general & administrative...................  $    3,718       14,649       6,327                     24,694
Amortization of goodwill............................                    1,975                                  1,975
                                                      ----------  -----------  -----------  -----------  ------------
  Operating income (loss)...........................      (3,718)      23,839       1,769                     21,890
Interest (expense), net.............................     (12,841)      (5,431)       (468)                   (18,740)
Other income (expense)..............................          88                       17                        105
Intercompany interest income (expense)..............      12,481      (12,265)       (216)                        --
                                                      ----------  -----------  -----------  -----------  ------------
  Income from continuing operations before income
   tax..............................................      (3,990)       6,143       1,102                      3,255
Equity in income from subsidiaries..................       1,232          533          --    $  (1,765)           --
                                                      ----------  -----------  -----------  -----------  ------------
                                                          (2,758)       6,676       1,102       (1,765)        3,255
Income tax (expense) benefits.......................       3,364       (3,395)       (668)          --          (699)
                                                      ----------  -----------  -----------  -----------  ------------
  Income (loss) from continuing operations..........         606        3,281         434       (1,765)        2,556
(Loss) from discontinued operations.................      (2,213)          --          --           --        (2,213)
                                                      ----------  -----------  -----------  -----------  ------------
                                                          (1,607)       3,281         434       (1,765)          343
Extraordinary gain (loss) on early extinguishment of
 debt...............................................      (2,906)      (2,261)        311           --        (4,856)
                                                      ----------  -----------  -----------  -----------  ------------
                                                      $   (4,513) $     1,020   $     745    $  (1,765)   $   (4,513)
                                                      ----------  -----------  -----------  -----------  ------------
                                                      ----------  -----------  -----------  -----------  ------------
</TABLE>
 
                                       16
<PAGE>
                             THE ALPINE GROUP, INC.
                     CONDENSED CONSOLIDATING BALANCE SHEET
                             AS OF JANUARY 31, 1996
                                  (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                               SUBSIDIARY
                                                      PARENT      SUBSIDIARY      NON-      ELIMINATING
                                                      COMPANY     GUARANTORS   GUARANTORS     ENTRIES    CONSOLIDATED
                                                    -----------  ------------  -----------  -----------  ------------
<S>                                                 <C>          <C>           <C>          <C>          <C>
Assets
  Current assets..................................  $     9,299  $    113,470   $  20,095    $  (1,204)   $  141,660
  Property, plant and equipment, net..............          149        94,750       4,406           --        99,305
  Goodwill, net...................................           --        87,670          --       (4,582)       83,088
  Investment in, and net advances and loans to,
   subsidiaries...................................      216,849      (134,108)     (4,560)     (78,181)           --
  Other non-current assets........................       30,022         4,230         819       (1,581)       33,490
                                                    -----------  ------------  -----------  -----------  ------------
    Total assets..................................  $   256,319  $    166,012   $  20,760    $ (85,548)   $  357,543
                                                    -----------  ------------  -----------  -----------  ------------
                                                    -----------  ------------  -----------  -----------  ------------
 
Liabilities and stockholders' equity
  Current liabilities.............................  $     5,044  $     72,172   $   6,518    $     (25)   $   83,709
  Long-term debt..................................      200,518        12,659       5,609           --       218,786
  Other non-current liabilities...................        1,828        10,848         745       (7,302)        6,119
  Equity..........................................       48,929        70,333       7,888      (78,221)       48,929
                                                    -----------  ------------  -----------  -----------  ------------
    Total liabilities and stockholders' equity....  $   256,319  $    166,012   $  20,760    $ (85,548)   $  357,543
                                                    -----------  ------------  -----------  -----------  ------------
                                                    -----------  ------------  -----------  -----------  ------------
</TABLE>
 
                                       17
<PAGE>
                             THE ALPINE GROUP, INC.
                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                   FOR THE NINE MONTHS ENDED JANUARY 31, 1996
                                  (UNAUDITED)
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                     SUBSIDIARY
                                                            PARENT      SUBSIDIARY      NON-      ELIMINATING
                                                           COMPANY      GUARANTORS   GUARANTORS     ENTRIES    CONSOLIDATED
                                                         ------------  ------------  -----------  -----------  ------------
<S>                                                      <C>           <C>           <C>          <C>          <C>
Cash flow from operating activities
  Income (loss) from continuing operations.............  $        606  $      3,281   $     434    $  (1,765)   $    2,556
  Adjustments to reconcile (loss) to net cash provided
   by continuing operations:
    Depreciation, amortization and other non-cash
     charges...........................................         1,653         9,143         638           --        11,434
    Changes in assets and liabilities..................           493        13,937      (2,235)          --        12,195
    Cash used for discontinued operations..............        (1,264)           --          --           --        (1,264)
                                                         ------------  ------------  -----------  -----------  ------------
Cash provided by (used for) operations.................         1,488        26,361      (1,163)      (1,765)       24,921
                                                         ------------  ------------  -----------  -----------  ------------
Cash flow from investing activities:
  Acquisition, net of cash.............................            --      (103,409)         --           --      (103,409)
  Capital expenditures.................................           (69)       (4,967)       (440)          --        (5,476)
  Capital expenditures on acquisition of BICC assets...            --        (3,895)         --           --        (3,895)
  Investment in marketable securities..................        (5,531)           --          --           --        (5,531)
  Loans to PolyVision Corporation......................        (5,185)           --          --           --        (5,185)
  Other................................................        (1,350)        1,841       1,350           --         1,841
                                                         ------------  ------------  -----------  -----------  ------------
Cash provided by (used for) investing activities.......       (12,135)     (110,430)        910           --      (121,655)
                                                         ------------  ------------  -----------  -----------  ------------
Cash flow from financing activities:
  Repayments of long-term borrowings...................        (1,701)     (185,673)     (2,565)          --      (189,939)
  Repayments of short-term borrowings..................       (21,000)           --          --           --       (21,000)
  Intercompany (advances) borrowings...................      (165,511)      160,832       2,914        1,765
  Borrowing (repayments) under revolving credit
   facilities, net.....................................        59,200       (28,956)     (1,122)          --        29,122
  Long-term borrowings.................................       141,114       141,352          --           --       282,466
  Other................................................       (13,138)       (3,215)         --           --       (16,353)
                                                         ------------  ------------  -----------  -----------  ------------
Cash provided by (used for) financing activities.......        (1,036)       84,340        (773)       1,765        84,296
                                                         ------------  ------------  -----------  -----------  ------------
Net increase (decrease) in cash and cash equivalents...       (11,683)          271      (1,026)          --       (12,438)
Cash and cash equivalents at the beginning of the
 period................................................        13,299            28       2,219           --        15,546
                                                         ------------  ------------  -----------  -----------  ------------
Cash and cash equivalents at the end of the period.....  $      1,616  $        299   $   1,193    $      --    $    3,108
                                                         ------------  ------------  -----------  -----------  ------------
                                                         ------------  ------------  -----------  -----------  ------------
</TABLE>
 
                                       18
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         LIQUIDITY AND CAPITAL RESOURCES
 
    Alpine  is a diversified  industrial company engaged  in the manufacture and
sale of copper  wire and  cable for the  telecommunications industry,  specialty
refractory  products  for  the  iron and  steel,  glass,  aluminum,  cement, and
cogeneration industries, and data  communications and other electronic  products
and  systems  for military,  governmental,  and commercial  applications. Alpine
entered the  copper wire  and cable  business in  1993 with  the acquisition  of
Superior and significantly enlarged its presence in this market with the Alcatel
Acquisition  in  May  1995.  In  December  1994  Alpine  entered  the  specialty
refractory business with the Adience Acquisition (See Note 5 to the accompanying
Condensed Consolidated Financial  Statements for  a further  description of  the
Alcatel Acquisition and the Adience Acquisition).
 
                             RESULTS OF OPERATIONS
 
    The  Alcatel Acquisition and the Adience Acquisition were both accounted for
under the purchase method,  with the results from  these operations included  in
Alpine's  consolidated results  on a prospective  basis, from the  date of their
respective acquisitions.
 
    The following comparative table includes operating statement data for Alpine
on an industry segment basis. Such industry segment operating data is  presented
on  an historical  reporting basis  for the three  month and  nine month periods
ended January 31, 1996 and 1995. Further, due to the significance of the Alcatel
Acquisition and the Adience Acquisition  on Alpine's results of operations,  pro
forma operating data is included in the table to reflect such acquisitions as if
they   occurred  on  May  1,  1994.  Management  believes  that  the  pro  forma
presentation provides meaningful comparability among reporting periods. The  pro
forma  data includes  adjustments to  depreciation and  goodwill amortization to
reflect acquisition-related purchase accounting adjustments. The pro forma  data
for  the Alcatel  Business and  the Adience  operations also  includes pro forma
adjustments to reflect: (1) with respect to Adience, the elimination of  certain
expenses  incurred by Adience that were directly attributable to the acquisition
of Adience or would  not have been  incurred if the  acquisition of Adience  had
taken  place  on May  1, 1994  and; (2)  with respect  to the  Alcatel Business,
reductions in manufacturing  expenses and selling,  general, and  administrative
expenses  incurred by the  Alcatel Business which  are not expected  to recur or
have been eliminated. The pro  forma adjustments described above are  consistent
with  those adjustments reflected in the "Unaudited Pro Forma Condensed Combined
Statements of Operations"  for the 12  months ended April  30, 1995 included  in
Item  7 in the Company's Annual Report on Form 10-K for the year ended April 30,
1995, as  amended. The  pro forma  data  is not  necessarily indicative  of  the
results that would have been achieved had such acquisitions actually occurred on
May 1, 1994, nor is it necessarily indicative of Alpine's future results.
 
                                       19
<PAGE>
    The  data presented in the table below reflects the Company's three business
segments:  telecommunications   wire   and  cable   ("Superior");   refractories
("Adience"); and data communications and electronic products ("DNE").
 
<TABLE>
<CAPTION>
                               THREE MONTHS
                                   ENDED
                                JANUARY 31,     THREE MONTHS ENDED      NINE MONTHS ENDED       NINE MONTHS ENDED
                                   1996          JANUARY 31, 1995        JANUARY 31, 1996        JANUARY 31, 1995
                               -------------  ----------------------  ----------------------  ----------------------
                                HISTORICAL    HISTORICAL   PROFORMA   HISTORICAL   PROFORMA   HISTORICAL   PROFORMA
                               -------------  ----------  ----------  ----------  ----------  ----------  ----------
<S>                            <C>            <C>         <C>         <C>         <C>         <C>         <C>
Net sales:
  Superior...................   $   84,445    $  30,513   $  77,244   $ 281,461   $ 288,982   $  96,227   $ 241,589
  Adience....................       28,319        7,634      24,449      84,955      84,955       7,634      74,879
  DNE........................        6,740        7,753       7,753      18,124      18,124      21,921      21,921
                               -------------  ----------  ----------  ----------  ----------  ----------  ----------
    Consolidated.............   $  119,504    $  45,900   $ 109,446   $ 384,540   $ 392,061   $ 125,782   $ 338,389
                               -------------  ----------  ----------  ----------  ----------  ----------  ----------
                               -------------  ----------  ----------  ----------  ----------  ----------  ----------
Gross profit:
  Superior...................   $    8,964    $   2,959   $   5,509   $  26,054   $  26,649   $   9,651   $  18,719
  Adience....................        4,807        1,287       3,728      17,115      17,115       1,287      13,429
  DNE........................        1,937        2,109       2,109       5,390       5,390       6,380       6,380
                               -------------  ----------  ----------  ----------  ----------  ----------  ----------
    Consolidated.............   $   15,708    $   6,355   $  11,346   $  48,559   $  49,154   $  17,318   $  38,528
                               -------------  ----------  ----------  ----------  ----------  ----------  ----------
                               -------------  ----------  ----------  ----------  ----------  ----------  ----------
Gross margin percentage:
  Superior...................         10.6%         9.7%        7.1%        9.3%        9.2%       10.0%        7.7%
  Adience....................         17.0%        16.9%       15.2%       20.1%       20.1%       16.9%       17.9%
  DNE........................         28.7%        27.2%       27.2%       29.7%       29.7%       29.1%       29.1%
                               -------------  ----------  ----------  ----------  ----------  ----------  ----------
    Consolidated.............         13.1%        13.8%       10.4%       12.6%       12.5%       13.8%       11.4%
                               -------------  ----------  ----------  ----------  ----------  ----------  ----------
                               -------------  ----------  ----------  ----------  ----------  ----------  ----------
Selling, general and
 administrative expenses:
  Superior...................   $    2,138    $   1,250   $   1,540   $   5,743   $   5,781   $   3,676   $   4,566
  Adience....................        3,521        1,572       3,900      10,805      10,805       1,572      11,808
  DNE........................        1,346        1,521       1,521       4,428       4,428       4,888       4,888
  Corporate..................        1,617          804         804       3,718       3,723       2,164       2,144
                               -------------  ----------  ----------  ----------  ----------  ----------  ----------
    Consolidated.............   $    8,622    $   5,147   $   7,765   $  24,694   $  24,737   $  12,300   $  23,406
                               -------------  ----------  ----------  ----------  ----------  ----------  ----------
                               -------------  ----------  ----------  ----------  ----------  ----------  ----------
Amortization of goodwill:
  Superior...................   $      349    $     255   $     414   $   1,041   $   1,055   $     755   $   1,201
  Adience....................          311          113         312         934         934         113         935
  DNE........................       --            --          --          --          --          --          --
  Corporate..................       --            --          --          --          --             11          11
                               -------------  ----------  ----------  ----------  ----------  ----------  ----------
    Consolidated.............   $      660    $     368   $     726   $   1,975   $   1,989   $     879   $   2,147
                               -------------  ----------  ----------  ----------  ----------  ----------  ----------
                               -------------  ----------  ----------  ----------  ----------  ----------  ----------
Operating income:
  Superior...................   $    6,477    $   1,454   $   3,555   $  19,270   $  19,813   $   5,220   $  12,952
  Adience....................          975         (398)       (484)      5,376       5,376        (398)        686
  DNE........................          591          588         588         962         962       1,492       1,492
  Corporate..................       (1,617)        (804)       (804)     (3,718)     (3,723)     (2,175)     (2,155)
                               -------------  ----------  ----------  ----------  ----------  ----------  ----------
    Consolidated.............   $    6,426    $     840   $   2,855   $  21,890   $  22,428   $   4,139   $  12,975
                               -------------  ----------  ----------  ----------  ----------  ----------  ----------
                               -------------  ----------  ----------  ----------  ----------  ----------  ----------
</TABLE>
 
NET SALES
 
    PRO FORMA BASIS
 
    For  the quarter ended January 31, 1996, net sales were $119.5 million or 9%
greater than pro forma net sales of  $109.4 million recorded in the January  31,
1995  quarterly period. For  the nine month  period ended January  31, 1996, pro
forma net sales were $392.1 million,  representing an increase of $53.7  million
(or  16%) over pro forma net sales of $338.4 million recorded in the January 31,
1995 nine month period.
 
    On an industry segment basis, Superior's net sales of $84.4 million for  the
January  1996 fiscal  quarter increased $7.2  million (or 9%)  over January 1995
quarterly pro forma net sales. On a  nine month basis, Superior's pro forma  net
sales   of   $289.0   million   for  the   January   1996   nine   month  period
 
                                       20
<PAGE>
were 20% (or $47.4 million) higher than pro forma net sales for the January 1995
nine month period. Approximately $1.5  million and $21.0 million,  respectively,
of Superior's comparative increase in net sales for the January 1996 three month
and  nine month  periods was attributable  to the  pass through, in  the form of
increased  selling  prices,  of  higher  copper  costs.  The  remainder  of  the
comparative  increase, representing $5.7  million (7%) for  the 1996 three month
period and $26.3 million (11%) for the 1996 nine month period, was the result of
non-copper based price increases instituted during fiscal 1996, increased demand
levels for telecommunications wire and  cable products, and additional  business
under  new  long  term  supply  agreements  with  two  regional  Bell  operating
companies.
 
    It is important to note that Superior's business is typically impacted by  a
seasonal slowdown in procurement by its major telephone company customers during
the  January quarterly  period. In  the current  fiscal year,  January quarterly
revenues reflected  this  anticipated  seasonal impact  as  net  sales  declined
approximately  15%  (adjusted for  the impact  of copper  cost pass  through) as
compared to the  preceding fiscal quarter  ended October 31,  1995. The  Company
expects  Superior's revenues in  the fourth quarter of  fiscal 1996 (ended April
30) to  increase  to a  level  commensurate with  the  October 31,  1995  fiscal
quarter.
 
    Adience's  net sales for the January 1996 quarter were $28.3 million, or 16%
higher than January 1995 quarterly pro forma net sales of $24.4 million. For the
January 1996  nine  month  period,  Adience's  net  sales  were  $85.0  million,
representing  an increase  of more than  13% over  pro forma net  sales of $74.9
million for the January 1995 nine  month period. Approximately $3.0 million  and
$5.0 million, respectively, of Adience's increased sales during the January 1996
three  month and nine month periods  was attributable to increased activities in
Adience's contracting services for rebuilding  coke ovens. The remainder of  the
comparative  increase  during  the  January 1996  fiscal  periods  resulted from
generally higher levels of sales (comparative increases year-to-date of  5%-15%)
in each of Adience's four other operating divisions.
 
    DNE's  net sales for the January 1996  quarter were $6.7 million as compared
to $7.8 million in the  January 1995 quarterly period.  DNE's net sales for  the
January  1996 nine month period were $18.1  million as compared to $21.9 million
for the January 1995 nine month  period. The comparative reduction in net  sales
for both the three month and nine month periods of 1996 was due primarily to the
substantial  completion during the year ended April 30, 1995 of a major contract
with NASA for the manufacture of  hardware interface modules. The NASA  contract
contributed  revenues of $2.3 million  and $5.6 million for  the three month and
nine month periods of fiscal  1995. Partially offsetting this revenue  reduction
was   a  comparative  increase  in   revenues  from  DNE's  commercial  contract
manufacturing activities of  $1.5 million and  $2.3 million for  the 1996  three
month and nine month periods, respectively.
 
    HISTORICAL BASIS
 
    On  an  historical basis,  Alpine's comparative  net  sales grew  from $45.9
million in  the January  1995 quarter  to  $119.5 million  in the  January  1996
quarter,  an increase  of $73.6  million. For the  nine month  period, net sales
increased $258.8 million to $384.5 million for the nine months ended January 31,
1996. The comparative increase in  net sales for the  1996 three month and  nine
month  periods was  primarily attributable  to the  inclusion of  the results of
operations of  Adience and  the  Alcatel Business  during substantially  all  of
fiscal 1996 and the increase in selling prices for Superior's telecommunications
wire  and cable products during the January 1996 fiscal periods, offset somewhat
by the aforementioned reduction in DNE's net sales.
 
GROSS PROFIT
 
    PRO FORMA BASIS
 
    Gross profit for  the January  31, 1996  fiscal quarter  was $15.7  million,
representing  an  increase  of  $4.4  million (or  39%)  over  the  January 1995
quarterly pro forma gross profit of  $11.3 million. The gross margin  percentage
increased  to  13.1%  for  the  January 1996  quarterly  period  as  compared to
 
                                       21
<PAGE>
10.4% (on a pro forma  basis) for the January 1995  quarter. For the nine  month
period  ended January 31, 1996, pro forma gross profit was $49.2 million, or 28%
higher than the pro forma gross profit of $38.5 million recorded in the  January
1995  nine month period. The pro forma  gross margin increased from 11.4% in the
January 1995 nine month period to 12.5% in the January 1996 nine month period.
 
    On an industry segment basis, Superior's gross margin increased during  each
quarter  of fiscal 1996, and reflected a substantial increase over the pro forma
gross margin in the comparative periods of fiscal 1995. During the January  1996
fiscal quarter, Superior's gross margin was 10.6%, as compared to a gross margin
of 8.9% and 8.4% for the two preceding quarters of fiscal 1996, ended October 31
and  July 31, 1995,  respectively. Superior's gross margin  for the January 1996
quarterly and nine month  periods of 10.6% and  9.2% also compares favorably  to
the  pro forma  gross margin  of 7.1% and  7.7% (7.2%  if adjusted  for the pass
through of higher copper costs) for the three month and nine month periods ended
January 1995. The increase in Superior's comparative pro forma gross margin  for
the  three  month and  nine month  periods ended  January 1996,  as well  as the
increase in gross margin for the January 1996 quarter as compared to the October
1995 and  July 1995  quarters, resulted  principally from  the impact  of  price
increases  instituted on a majority of Superior's long-term customer agreements,
which price increases are being phased in over varying periods through  February
1996.  In addition, higher production  volumes associated with increased product
demand has resulted in improved absorption of fixed costs during the 1996 fiscal
periods.
 
    Adience's gross margin was 17.0% for the January 1996 quarter as compared to
15.2% for the January 1995 quarter.  For the nine month period, Adience's  gross
margin  increased from 17.9% in the January  1995 period to 20.1% in the January
1996 period. The comparative pro forma  gross margin improvement in fiscal  1996
was  due  primarily  to  the  elimination  of  unprofitable  product  lines  and
manufacturer cost  reductions  in  Adience's specialty  block  division,  and  a
proportional  increase in revenues from  Adience's coke oven rebuilding division
which generates higher gross margins as compared to Adience's other divisions.
 
    DNE's gross margin of 28.7% and 29.7%  for the January 1996 three month  and
nine  month periods, respectively, was comparable  to DNE's 1995 gross margin of
27.2% and 29.1%, respectively.
 
    HISTORICAL BASIS
 
    On an historical basis, gross profit increased from $6.4 million during  the
January  1995  quarter  to  $15.7  million  during  the  January  1996  quarter,
representing an increase of $9.3 million, or 145%. During this same period,  the
gross  margin declined  from 13.8%  to 13.1%.  For the  nine month  period ended
January, the  gross  profit in  fiscal  1996  of $48.6  million  represented  an
increase  of approximately  $31.3 million over  the fiscal 1995  gross profit of
$17.3 million. The  gross margin  for this same  period declined  from 13.8%  to
12.6%.  The comparative increase in gross profit during the three month and nine
month periods of 1996 was directly attributable to the inclusion of the  Alcatel
Business  and  Adience  during substantially  all  of the  fiscal  1996 periods.
Similarly, the  decline  in gross  margin  was due  to  the inclusion  of  these
acquired  operations which operate  in relatively lower  gross margin markets as
compared to DNE. In addition,  the gross margin in  the 1996 fiscal periods  was
impacted  by  the  aforementioned  pass-through of  higher  copper  costs, which
incrementally increases net sales but does not impact gross profit, resulting in
lower gross margins.
 
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES ("SG&A EXPENSES")
 
    PRO FORMA BASIS
 
    SG&A expenses increased by 11% to $8.6 million for the quarter ended January
31, 1996 as compared to pro forma SG&A expenses of $7.8 million for the  quarter
ended  January 31, 1995. For the January  1996 nine month period, pro forma SG&A
expenses were $24.7  million, representing an  increase of 5.5%  over 1995  nine
month  pro forma  SG&A expenses  of $23.4 million.  The major  components of the
comparative change in  pro forma  SG&A expenses  included the  following: (1)  a
comparative  increase at  Superior of  $598,000 and  $1.2 million  for the three
month and nine month periods, respectively, representing primarily  transitional
data processing charges associated with the
 
                                       22
<PAGE>
Alcatel  Acquisition  and higher  sales and  marketing expenses  associated with
Superior's increased revenues  in fiscal  1996; (2) a  comparative reduction  at
Adience for the three month and nine month periods of $379,000 and $1.0 million,
respectively,  due primarily  to a reduction  in corporate  staffing and related
expenses; and (3) a comparative increase  in corporate expenses of $813,000  and
$1.6  million for the three month  and nine month periods, respectively, related
to recent transactional activities commensurate with the growth in  consolidated
operations.
 
    HISTORICAL BASIS
 
    On  an historical  basis, SG&A expenses  increased from $5.1  million in the
January 1995 quarter to $8.6 million in  the January 1996 quarter. For the  nine
month  period, SG&A  expenses increased from  $12.3 million in  the January 1995
period to $24.7 million in the January  1996 period. The principal cause of  the
comparative increase in SG&A expenses for the January three month and nine month
periods  was the  inclusion of  SG&A expenses  for Adience's  operations for the
entire fiscal 1996  periods, as  well as  increases at  Superior and  corporate,
reflecting  Superior's acquisition of Alcatel and  the growth in its operations,
and the overall increase in corporate activities.
 
OPERATING INCOME
 
    PRO FORMA BASIS
 
    On a pro  forma basis,  comparative operating  income for  the January  1996
quarter  increased $3.5 million,  or 125%, from $2.9  million during the January
1995 quarter to $6.4 million during the January 1996 quarter. For the nine month
period, pro forma operating income increased  73% from $13.0 million during  the
January  1995 nine month  period to $22.4  million during the  January 1996 nine
month period.
 
    On an industry  segment basis,  Superior's comparative  pro forma  operating
income  reflected an increase of  $2.9 million (82%) for  the January 1996 three
month period and $6.9 million (53%) for the January 1996 nine month period. Such
increases were due to higher sales and higher gross margins (particularly during
the third fiscal quarter of 1996), offset somewhat by higher SG&A expenses.
 
    Adience's comparative pro forma operating results improved from an operating
loss of $484,000 in the January 1995 quarter to $975,000 of operating income  in
the  January 1996 quarter (an improvement of $1.5 million). For the January nine
month period, Adience's pro  forma operating income  increased from $686,000  in
1995  to $5.4 million in 1996 (an  increase of $4.7 million). Adience's improved
operating profit was attributable to higher sales, cost and overhead reductions,
and elimination of unprofitable product lines.
 
    DNE's operating  income  in  the  January 1996  quarter  was  comparable  to
operating income in the January 1995 quarter. However, for the nine month period
DNE's operating income declined by $530,000.
 
    The aggregate increase in comparative pro forma operating income at Alpine's
operating  subsidiaries for the January 1996  three month period of $4.4 million
(an increase  of 120%)  and for  the January  1996 nine  month period  of  $11.0
million  (an increase of 73%) was partially  offset by a comparative increase in
corporate expenses of $813,000 and $1.6 million for the January 1996 three month
and nine month periods, respectively.
 
    HISTORICAL BASIS
 
    On an historical  basis, operating  income increased from  $840,000 for  the
January  1995 quarter to $6.4 million for  the January 1996 quarter, an increase
of $5.6  million. For  the nine  month period  ended January  1996,  comparative
operating  income increased by  $17.8 million to  $21.9 million. The comparative
increase in operating income for the three month and nine month periods of  1996
was  attributable to the inclusion of the operations of the Alcatel Business and
of Adience's operations in 1996 along with price increases in the wire and cable
operations, offset by a comparative reduction at DNE and a comparative  increase
in corporate expenses.
 
                                       23
<PAGE>
NET INTEREST EXPENSE
 
    During  the January  1996 quarter Alpine  incurred interest  expense of $6.8
million as compared  to interest  expense of $2.2  million in  the January  1995
quarter.  For the  nine month  period ended  January 1996,  interest expense was
$20.6 million  as compared  to $4.2  million  for the  1995 January  nine  month
period.  The increase  in interest  expense for the  three month  and nine month
periods of 1996 was due primarily to interest cost associated with debt  assumed
in  the Adience  Acquisition and  debt incurred  in connection  with the Alcatel
Acquisition. During the January 1996 fiscal three month and nine month  periods,
Alpine  recognized interest income  of $832,000 and  $1.9 million, respectively,
which represented investment  and interest income  generated from the  Company's
investment  in cash equivalents  and marketable securities.  The Company did not
realize any significant interest income during the comparable periods of  fiscal
1995.
 
    As  described in Note 7,  on July 21, 1995,  Alpine refinanced a substantial
portion of its debt by the placement of $153 million of Senior Secured Notes due
2003 (net proceeds  after discount,  commissions and expenses  amounted to  $135
million) and by entering into an $85 million revolving credit facility (of which
$59.2  million  was drawn  at January  31, 1996).  Management believes  that the
refinancing, if reflected on a  pro forma basis, would  not have had a  material
impact on net interest expense in the current fiscal year.
 
INCOME TAX EXPENSE
 
    The  Company did not  incur any federal  income tax expense  for the January
1996 or 1995  fiscal periods. However,  the Company did  incur state income  tax
expense  and foreign  tax expense  (subject to  the potential  future benefit of
foreign tax credits) during such periods  with such amounts reflected as  income
tax expense.
 
DISCONTINUED OPERATIONS
 
    As  described in Note 6 to  the Condensed Consolidated Financial Statements,
during the quarter ended July 31, 1995  the Company completed the merger of  IDT
(a  subsidiary  of  Adience)  with  its  Alpine  PolyVision,  Inc.  ("APV")  and
Posterloid subsidiaries. Further, on  June 14, 1995,  the Company distributed  a
substantial  majority  of  its common  equity  ownership in  the  merged company
("PolyVision Corp.") to its stockholders, resulting in the Company's  investment
in  the common stock of PolyVision Corp. being less than 20%. As a result of the
distribution, the  operations  of  APV  and Posterloid  have  been  reported  as
discontinued operations.
 
    Loss  from discontinued operations  for the nine  month period ended January
31, 1996 amounted to $2.2 million which included, among other things, a one-time
$1.6 million charge related to certain contractual employee termination  matters
associated with the aforementioned distribution of PolyVision Corp. For the nine
month  period ended January 31, 1995, loss from discontinued operations amounted
to $4.9 million. Such charges in  1995 included the accrual of operating  losses
expected  to be  incurred by  APV and  Posterloid from  January 31,  1995 to the
anticipated date of the PolyVision Corp. distribution.
 
EXTRAORDINARY LOSS
 
    During the  nine months  ended January  31, 1996,  the Company  incurred  an
extraordinary  loss from the extinguishment of debt of $5.1 million offset by an
extraordinary gain of $324,000. The extraordinary loss related primarily to  the
write-off of unamortized deferred loan fees associated with debt that was repaid
in  conjunction  with  the refinancing  described  in  Note 7  to  the Condensed
Consolidated  Financial  Statements.  The   extraordinary  gain  reflected   the
discounted  redemption  in  August  1995 of  a  $2.5  million  subordinated note
payable.
 
                        LIQUIDITY AND CAPITAL RESOURCES
 
    For the nine months ended January 31, 1996 Alpine generated $26.2 million in
cash flow from continuing operating  activities, approximately $12.1 million  of
which represented reductions in net
 
                                       24
<PAGE>
working  capital  deployed,  including  a  $9.5  million  reduction  in accounts
receivable. Partially offsetting cash flow from continuing operating  activities
was  $1.3  million  of cash  used  for  discontinued operations.  Cash  used for
investing  activities  of  $121.7  million  included  $103.4  million  used   in
connection  with the  Alcatel Acquisition,  $5.5 million  invested in marketable
securities, $5.2 million loaned to PolyVision Corp., $3.9 million related to the
BICC capital asset purchase and $5.5 million in other capital expenditures. Cash
provided by financing activities of  $84.3 million included net borrowings  from
the  sale of the Alcatel Acquisition Notes  and the refinancing of a significant
portion of  Alpine's  debt (both  of  which  are more  fully  described  below),
partially  offset by $13.7 million in capitalized financing costs related to the
Alcatel Acquisition Notes and the  aforementioned refinancing, and $2.0  million
used for open market repurchases of Alpine common stock.
 
    During  the current fiscal  year, Alpine completed  the Alcatel Acquisition,
consummated a refinancing of  a significant portion of  its debt, and  completed
the spin-off of a substantial portion of its ownership in PolyVision Corp. These
transactions  have had  a material  impact on  Alpine's financial  condition and
liquidity.
 
    The Alcatel  Acquisition was  completed  on May  11,  1995, and  included  a
purchase  price of $103.4 million which was paid in cash and was financed by the
issuance of the $140 million Alcatel Acquisition Notes, due in 1997 (see Notes 5
and 7 to the Condensed Consolidated Financial Statements).
 
    On July  21,  1995,  Alpine  completed  a  refinancing  which  included  the
placement  of $153  million principal  amount of  Senior Secured  Notes ("Senior
Notes") (net proceeds after discount and expenses amounted to $135 million)  due
in  2003.  The  Company also  entered  into  an $85.0  million  revolving credit
facility ("Credit Facility") of which  $59.2 million was outstanding at  January
31,  1996. Proceeds from the  Senior Notes and the  Credit Facility along with a
portion of cash reserves were used (1) to redeem the Alcatel Acquisition  Notes,
(2) to redeem at a discount $44.8 million in face amount of Adience's 11% Senior
Notes,  (3) to repay $30.9 million in  short-term borrowings, and (4) to redeem,
repay, or reduce other outstanding indebtedness of Alpine. At January 31,  1996,
Alpine's  capital structure included $220.5 million of long-term debt (including
current maturities of $1.8  million) and stockholders'  equity of $48.9  million
(including  $11.8 million of convertible preferred  stock). At January 31, 1996,
Alpine did not have any short-term borrowings.
 
    With respect to debt maturities, the refinancing eliminated $30.9 million of
short-term borrowings due within  the next 12 months  and redeemed entirely  the
Alcatel  Acquisition Notes which were  due in 1997. This  debt was replaced with
the Senior Notes and  the Credit Facility, neither  of which have any  principal
payment requirements until their respective maturities (2000 with respect to the
Credit Facility and 2003 with respect to the Senior Notes). Debt remaining after
the refinancing, other than the Senior Notes and the Credit Facility amounted to
$20.6  million at January 31, 1996, with required principal payments in the next
12 months of  $1.8 million and  aggregate required principal  payments over  the
next 5 years of $6.1 million.
 
    Alpine  believes the aforementioned refinancing has had a positive impact on
its  financial  condition  and   liquidity  by  substantially  lengthening   the
maturities on its debt while creating liquidity through funds availability under
its Credit Facility.
 
    With   respect  to  liquidity,  Alpine  currently  has  excess  consolidated
availability under its  Credit Facility (based  on eligible accounts  receivable
and  inventory) of  approximately $16.2 million  as of February  29, 1996 which,
when combined with cash and marketable securities, results in total current cash
and credit  availability  of  approximately  $26.3  million.  While  the  Credit
Facility  does include sublimit restrictions on outstanding borrowings allocated
to Alpine's principal subsidiaries (Superior, Adience, and DNE), such  sublimits
are  not expected  to negatively impact,  over the  next 12 months  or in future
years,  the  liquidity  of  Superior,  Adience,  or  DNE.  There  are  also   no
restrictions  on utilizing borrowings under the  Credit Facility to pay interest
on the Senior Notes or any of the Company's other debt so long as the Company is
in compliance with its related loan covenants.
 
                                       25
<PAGE>
    With respect to commitments, the Company projects that cash interest expense
over the next 12  months will approximate $24-$25  million which, when  combined
with  principal repayment requirements, will result in total annual debt service
requirements (principal and interest) of approximately $27 million. Further, the
Company also  expects to  invest, on  an annual  recurring basis,  approximately
$6-$9 million in capital expenditures. Such recurring capital expenditure levels
exclude  the  December  1,  1995  acquisition  by  Superior  of  certain capital
equipment in  conjunction  with  an  asset purchase  of  BICC  Phillips,  Inc.'s
Canadian  copper telecommunications wire and  cable business. The purchase price
for this  capital equipment  amounted  to approximately  $4.0 million  and  will
replace approximately $1.0 million in planned capital expenditures. Accordingly,
the  Company expects its total capital commitments and debt service requirements
over the next 12 months to approximate $32-$35 million.
 
    The Company  intends  to  fund  its capital  expenditure  and  debt  service
commitments  from funds generated from operations. The Company has experienced a
significant growth in its operating cash flow during fiscal 1996 due to (1)  the
impact  of  the Alcatel  Acquisition,  (2) improvements  in  Adience's operating
results, and (3) subject to certain commitments discussed below, the elimination
of the negative cash flow impact of funding development expenses associated with
the Company's APV activities which was included in the aforementioned PolyVision
Spin-Off. During  the nine  month period  ended January  31, 1996,  the  Company
generated  earnings  before  interest,  taxes,  depreciation,  and  amortization
("EBITDA") of $31.5 million  ($32.1 million on a  pro forma basis, assuming  the
Alcatel  Acquisition occurred as of  May 1, 1995). At  this level of operations,
which includes  Superior's  typical seasonal  slowdown  period of  December  and
January, the Company would expect to generate in excess of $40 million of EBITDA
in each of fiscal 1996 and 1997.
 
    Since  the Company does not expect to  incur any material income tax expense
over the next twelve months due to its level of noncash charges and existing tax
loss  carryforwards,  substantially  all  of  the  EBITDA  generated  should  be
available  to service the  aforementioned capital expenditures  and debt service
commitments. Accordingly, the  Company expects  to be able  to fund  all of  its
anticipated  operating commitments on an  annual basis from internally generated
cash flow without using existing cash reserves or excess availability under  the
Credit Facility, except to fund seasonal working capital fluctuations.
 
    In connection with the PolyVision Merger, Alpine entered into an arrangement
pursuant  to which Alpine agreed to lend  to PolyVision Corp., from time to time
prior to May 24, 1997, up to $5.0 million to be used by PolyVision Corp. to fund
its working capital needs. Borrowings under the agreement are unsecured and bear
interest at a market rate. The principal  balance outstanding is due on May  24,
2005,  subject to  mandatory prepayment of  principal and interest  from the net
cash proceeds  of  any public  or  private  equity offering  or  debt  financing
completed by PolyVision Corp. at any time prior to maturity. Alpine's obligation
to  lend such funds  to PolyVision Corp.  is subject to  a number of conditions,
including review by Alpine of the proposed use of such funds by PolyVision Corp.
As of  January 31,  1996,  Alpine had  advanced  approximately $2.8  million  to
PolyVision  Corp.  under  this  arrangement. In  addition  to  the  $5.0 million
commitment, Alpine has also agreed to make advances to PolyVision Corp. under  a
short-term loan for working capital deficiencies in an amount not to exceed $2.5
million.  This short-term loan is due in May  1996. As of January 31, 1996, $2.4
million was outstanding under  this loan with  remaining commitment for  funding
under  these loans amounting to less than $2.5 million. The Company believes its
existing cash and credit availability will be sufficient to fund this  remaining
commitment without materially affecting the Company's overall liquidity.
 
                                       26
<PAGE>
                          PART II.  OTHER INFORMATION
 
ITEM 3.  DEFAULTS ON SENIOR SECURITIES.
 
    (a) None.
 
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
 
    (a) Exhibits.
 
    EXHIBIT 27 -- FINANCIAL DATA SCHEDULE.
 
    EXHIBIT  28 -- Alpine is herewith filing as exhibits the following financial
statements relating to Alpine's subsidiaries, Superior and Adience, each of  the
which  has guaranteed Alpine's  12 1/2% Senior  Secured Notes due  2003, and the
stock of each of such subsidiaries has been pledged to secure such Notes:
 
    ADIENCE, INC.
 
    Unaudited Consolidated Financial Statements:
 
Consolidated balance sheets at January 31, 1996 and April 30, 1995
Consolidated statements of operations for the three months and nine months
 ended January 31, 1996 and 1995
Consolidated statement of shareholder's equity for the nine months ended
 January 31, 1996 and 1995
Consolidated statements of cash flows for the nine months ended January 31,
 1996 and 1995
Notes to consolidated financial statements
 
    SUPERIOR TELECOMMUNICATIONS INC. (FORMERLY SUPERIOR TELETEC INC.)
 
    Unaudited Consolidated Financial Statements:
 
Condensed consolidated balance sheets at January 29, 1995 and April 30,
 1995
Condensed statements of operations and retained earnings for the three
 months and nine months ended January 28, 1996 and January 29, 1995
Condensed consolidated statements of cash flows for the nine months ended
 January 28, 1996 and January 29, 1995
Notes to consolidated financial statements
 
    (b) Reports on Form 8-K.
 
        None
 
                                       27
<PAGE>
                                   SIGNATURES
 
    Pursuant  to the  requirements of the  Securities Exchange Act  of 1934, the
registrant has  duly caused  this  report to  be signed  on  its behalf  by  the
undersigned thereunto duly authorized.
 
                                          THE ALPINE GROUP, INC.
 
Date: March 15, 1996           By:             /s/ DAVID S. ALDRIDGE
                                     -----------------------------------------
                                                 David S. Aldridge
                                              CHIEF FINANCIAL OFFICER
 
                                       28