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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A

|ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2001

OR

|o | 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

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THE ALPINE GROUP, INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)
22-1620387(I.R.S. Employer Identification No.)One Meadowlands Plaza
East Rutherford, New Jersey(Address of principal executive offices)
07073(Zip code)


Registrant's telephone number, including area code 201-549-4400

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Securities
registered pursuant to Section 12(b) of the Act:

Name of each exchangeTitle of each class
on which registeredCommon Stock, par value $.10 per share
New York Stock Exchange


Securities
registered pursuant to Section 12(g) of the Act: None

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this
Form 10-K/A. o

At
April 24, 2002, the registrant had 13,992,613 shares of common stock, par value $.10 per share, outstanding, and the aggregate market value of the outstanding shares of such
common stock held by non-affiliates of the registrant on such date was approximately $13.5 million based on the closing price of $1.30 per share of such common stock on such date.

DOCUMENTS INCORPORATED BY REFERENCENone

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PART III

Item 10. Directors and Executive Officers of the Registrant.

Directors

The Board of Directors of The Alpine Group, Inc. ("Alpine" or the "Company") consists of three classes of directors, with terms expiring in successive
years. The term of Mr. Jansing expires in 2002, the terms of Messrs. Byers, Jr. and Harrison expire in 2003 and the terms of Messrs. Elbaum, Kanely and Schut expire in 2004, and
the directors serve until their successors are duly elected. Mr. Janson, Jr. retired as a director of the Company effective December 20, 2001.

|Name                  |  | Age |  | Year First
Elected
Director |  | Position with the Company and Other Business Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--------------------- |  | --- |  | --------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Kenneth G. Byers, Jr. |  | 58  |  | 1993                        |  | President and sole shareholder of Byers Engineering Company, a telecommunications technical services and software firm, since 1971. A director of Superior TeleCom Inc., a manufacturer of wire and cable products of which
the Company is a principal stockholder ("Superior TeleCom").                                                                                                                                                                                                                                                                                                                            
|Steven S. Elbaum      |  | 53  |  | 1980                        |  | Chairman of the Board of Directors and Chief Executive Officer of the Company since 1984. Chairman of the Board of Directors and Chief Executive Officer of Superior TeleCom since 1996. Chairman of the Board of Directors
of Superior Cables Limited (formerly known as Cables of Zion United Works, Ltd.), an Israel-based, publicly traded wire and cable manufacturer and Superior TeleCom's majority owned subsidiary. Chairman of the Board of Directors of Spherion
Corporation, a provider of value added staffing and health care services. A director of Vestaur Securities, Inc., an investment company.
|Randolph Harrison     |  | 69  |  | 1980                        |  | Private investor and consultant to Poten & Partners, Inc., an energy and shipping industry consulting firm.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|John C. Jansing       |  | 76  |  | 1978                        |  | Private investor. A director of Vestaur Securities, Inc. and a former director of 14 Lord Abbett mutual funds. A director of Superior TeleCom.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Ernest C. Janson, Jr. |  | 79  |  | 1987                        |  | A partner with Coopers & Lybrand LLP, independent public accountants, until his retirement in 1985.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|James R. Kanely       |  | 60  |  | 1993                        |  | Private investor. A director of Superior TeleCom.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Bragi F. Schut        |  | 61  |  | 1983                        |  | Executive Vice President of the Company from 1986 until his retirement in February 2002. A director of Superior TeleCom and Superior Cables Limited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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Executive Officers

Set forth below is certain information regarding the executive officers of the Company, each of whom serves at the discretion of the Board of Directors.

|Name               |  | Age |  | Position with the Company and Other Business Experience                                                                                                                                 
|------------------ |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Steven S. Elbaum   |  | 53  |  | Chairman of the Board of Directors and Chief Executive Officer of the Company since 1984. Chairman of the Board of Directors and Chief Executive Officer of Superior TeleCom since 1996.
|Bragi F. Schut     |  | 61  |  | Executive Vice President of the Company from 1986 until his retirement in February 2002.                                                                                                
|Stephen M. Johnson |  | 52  |  | Executive Vice President and Chief Operating Officer of the Company from November 1995 through May 2001.                                                                                
|David S. Aldridge  |  | 47  |  | Chief Financial Officer of the Company since November 1993 and Treasurer from January 1994 through April 2001. Chief Financial Officer and Treasurer of Superior TeleCom since 1996.    

Section 16(a) Beneficial Ownership Reporting Compliance

Based
solely on a review of the reports and representations furnished to the Company during the year ended December 31, 2001, the Company believes that each of the persons
required to file reports under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), was in compliance with all applicable filing requirements, except that
Bragi F. Schut failed to file on a timely basis one report, and David S. Aldridge failed to file on a timely basis two reports, required by Section 16(a) of the Exchange Act relating to their
disposition of shares back to the Company to satisfy tax withholding obligations in respect of certain grants of restricted stock.

Item 11. Executive Compensation.

The following table sets forth certain information during the years ended December 31, 2001 and 2000, and the eight-month period ended December 31,
1999, with respect to compensation earned by or paid to the Company's Chief Executive Officer and each of the other most highly compensated executive officers of the Company other than the Chief
Executive Officer.

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SUMMARY COMPENSATION TABLE

|                                                                                    |  |                |   | Annual Compensation(1) |                         | Long-Term
Compensation Awards |   |                        
|----------------------------------------------------------------------------------- |  | -------------- | - | ---------------------- | ----------------------- | ----------------------------- | - | -----------------------
|
|Steven S. Elbaum
    Chairman and Chief
    Executive Officer                       |  | 2001
2000
1999 | t | $                      | 175,000
598,000
431,250 | (2)(2)(2)                     | $ | 525,000
425,000
467,500
|Bragi F. Schut
    Executive Vice President                                         |  | 2001
2000
1999 | t | $                      | 314,000
299,000
217,500 |                               | $ | 130,000
175,000
221,000
|Stephen M. Johnson
    Executive Vice President
    and Chief Operating
    Officer |  | 2001
2000
1999 | t | $                      | 115,626
329,664
222,048 |                               | $ | 393,000                
|David S. Aldridge
    Chief Financial Officer                                       |  | 2001
2000
1999 | t | $                      | 50,000
266,731
180,000  | (2)                           | $ | 100,000
150,000
178,500

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Name

April 19,
2000

April 24,
2000

Total Shares of
Restricted Stock
Granted as of
December 31, 2001

Aggregate Value
of Restricted Stock as
of December 31, 2001Steven S. Elbaum

51,000

9,231

60,231

$
102,392Bragi F. Schut

21,000

4,364

25,364


43,118Stephen M. Johnson

9,000

1,343

10,343


17,583David S. Aldridge

17,000

3,524

20,524


34,890




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Name

Number of Shares Underlying
Options to Purchase Superior
Common Stock Issued on
April 19, 2000Steven S. Elbaum

32,000Bragi F. Schut

13,000Stephen M. Johnson

6,000David S. Aldridge

11,000




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STOCK OPTION GRANTS DURING YEAR ENDED DECEMBER 31, 2001

There were no stock option grants to any of the named executive officers during the year ended December 31, 2001.

AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES

The following table presents information for the individuals named above as to the exercise of stock options during the year ended December 31, 2001 and
the number of shares underlying, and the value of, unexercised options outstanding at December 31, 2001:

|                      |  | Exercised During
2001 |  |   |  |         |  |         |  |  
|--------------------- |  | --------------------- |  | - |  | ------- |  | ------- |  | -
|
|
|
|Steven S. Elbaum      |  |                      |  |  |  | 687,986 |  | 175,334 |  | 
|Bragi F. Schut        |  |                      |  |  |  | 276,113 |  | 74,334  |  | 
|Stephen M. Johnson(2) |  |                      |  |  |  | 297,055 |  | 19,334  |  | 
|David S. Aldridge     |  |                      |  |  |  | 351,813 |  | 57,668  |  | 

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PENSION PLAN

Each executive officer is a participant in a Senior Executive Retirement Plan ("SERP"). The SERP is an unfunded defined benefit plan. Subject to vesting, each
participant will be entitled to an annual retirement benefit upon reaching age 65 equal to 2.5% times his years of credited service (up to a maximum of 20 years), multiplied by his highest
average cash compensation during any three consecutive years during the final five years of his employment, less primary social security benefits and
certain other retirement benefits paid by the Company and other employers. As of December 31, 2001, the estimated years of credited service for each of the above-named executive officers were
as follows: Mr. Elbaum, 22 years; Mr. Schut, 20 years; Mr. Johnson, 12 years; and Mr. Aldridge, 18 years.

Benefit
accruals under the SERP were frozen as of June 14, 2001 for the executive officers in the employ of the Company or an affiliate thereof on such date. In connection with
the freezing of benefit accruals under the SERP, the Compensation Committee granted Mr. Schut credit under the SERP for one full additional year of service for vesting and benefit accrual
purposes. The present value of the frozen accrued benefits as of December 31, 2000 for each of the executive officers in the employ of the Company or an affiliate thereof on June 14,
2001 was as follows: Mr. Elbaum, $3,309,617; Mr. Schut, $2,619,514; and Mr. Aldridge, $698,871. The Company contributed an amount equal to not more than 15% of the frozen accrued
benefits for Messrs. Elbaum and Schut to a so-called "rabbi" trust, all or a portion of which is being utilized to pay the premiums on second to die life insurance contracts on each
of the lives of Messrs. Elbaum and Schut, as described under "Item 13. Certain Relationships and Related Transactions." The Compensation Committee authorized the Company to make a mandatory
lump sum distribution equal to the present value of the frozen accrued benefits for each of the executive officers who were previously directly employed by the Company (and not a subsidiary thereof)
with at least eight full years of actual service with the Company as of December 1, 2001, except that in the case of Messrs. Elbaum and Schut, such distribution was net of any amounts
used to pay life insurance premiums, as described above.

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Compensation of Directors

The annual retainer of the Company for directors who are not employees of the Company or otherwise compensated by the Company is $25,000, together with expenses
of attendance. The non-employee directors of the Company also receive $1,500 for each meeting of the Board of Directors or of a committee of the Board attended ($2,000 for committee
chairmen).

Under
The Alpine Group, Inc. Stock Compensation Plan for Non-Employee Directors (the "Stock Compensation Plan"), non-employee directors of the Company
automatically receive 50% of the annual retainer in either restricted stock or stock options, as elected by the non-employee director. Each non-employee director may also elect
to receive all or a portion of the remaining amount of the annual retainer, in excess of 50% of the annual retainer, and meeting fees in the form of restricted stock or stock options instead of in
cash. Each stock option granted under the Stock Compensation Plan expires on the tenth anniversary of the date of grant. Awards of restricted stock and stock options under the Stock Compensation Plan
vest upon the earliest of the following to occur: (i) the third anniversary of the date of grant; (ii) a non-employee director's death; and (iii) a change in control
of the Company, as defined in the Stock Compensation Plan.

Shares
to be issued under the Stock Compensation Plan are made available only from issued shares of Alpine Common Stock reacquired by the Company and held in treasury until such time as
the Stock Compensation Plan may be approved by the stockholders of the Company. The Stock Compensation Plan is administered and interpreted by the Board of Directors.

A
non-employee director with at least five years of service also receives, upon reaching age 70 and termination of service to the Company, a retirement benefit of $10,000 per
year for 15 years after his retirement, payable to the director or the director's beneficiaries in the event of his death. The Board of Directors terminated this arrangement and the Company
made a mandatory lump sum distribution equal to the present value of the non-employee director's retirement benefit as follows: Mr. Byers, $52,706; Mr. Harrison, $100,578;
Mr. Jansing, $102,950; Mr. Janson, $102,950; and Mr. Kanely, $59,152. Two retired non-employee directors who had commenced receiving annual retirement benefits as of
the date of the termination of the retirement benefit plan will continue to receive their vested annual retirement benefits.

Employment Agreements

Recognizing that the Company's operations were currently conducted primarily through its holdings in Superior TeleCom and its other investments, during fiscal
2001 the Company reduced its staff. Those personnel who were primarily involved in providing services to Superior TeleCom, including Mr. Aldridge, joined Superior TeleCom effective as of
January 1, 2001. At that time, Mr.Elbaum's roles at the Company and Superior TeleCom were restructured to reflect the change in management needs at the two companies. In connection with this
effort, in April 2001, the Company entered into letter agreements with Messrs. Elbaum and Aldridge.

The
agreement with Mr. Elbaum reflects the Company's request that he shift his time and focus to a substantially full time commitment to the office of Chief Executive Officer of
Superior TeleCom. Mr. Elbaum will continue to serve as the Chairman and Chief Executive Officer of the Company, at an annual base salary of $175,000 plus certain additional benefits. The
Company agreed to relinquish certain rights under the split-dollar insurance arrangement with Mr. Elbaum and, as described under "Item 13. Certain Relationships and Related Transactions," to
forgive certain outstanding indebtedness.

The
agreement with Mr. Aldridge acknowledges and sets forth the terms with regard to his ceasing to be an employee of the Company. Mr. Aldridge will continue to serve as
the Chief Financial Officer of the Company, at an annual fee of $50,000, and the Company agreed to continue to honor its assumption of all obligations under the Superior TeleTec Inc.
Supplemental Retirement Plan.

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In the event that either of Messrs. Elbaum or Aldridge terminates his employment with Superior TeleCom for "good reason" or if he is terminated by Superior TeleCom for any reason
other than for "cause" prior to January 1, 2004, then such executive will again be employed by the Company in accordance with the terms of the employment agreement with the Company in effect on
December 31, 2000, as adjusted for increases in the consumer price index. Mr. Elbaum's compensation will also be adjusted to an appropriate competitive level but in no event less than
the level in effect on December 31, 2000.

For
a description of Messrs. Elbaum's and Aldridge's employment agreements with Superior TeleCom, see "Item 13. Certain Relationships and Related Transactions."

In
connection with Mr. Schut's retirement as Executive Vice President of the Company in February 2002, with the approval of the Compensation Committee, the Company and
Mr. Schut agreed to a retirement and termination arrangement providing for a lump sum payment of $1.4 million and the continuation of certain fringe and health benefits.

Mr. Johnson's
employment was terminated pursuant to the terms of his employment agreement effective as of May 2001.

Compensation Committee Interlocks and Insider Participation

Randolph Harrison, John C. Jansing and Ernest C. Janson, Jr. served on the Compensation Committee during the year ended December 31, 2001. There were no
compensation committee interlocks or insider (employee) participation during such period.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

As of April 8, 2002, there were issued and outstanding 13,992,613 shares of Alpine Common Stock and 21,343,476 shares of Superior Common Stock. The
following table contains information as of such date regarding the number of shares of Alpine Common Stock and Superior Common Stock beneficially
owned by (i) each person known to the Company to have beneficial ownership of more than 5% of the Alpine Common Stock, (ii) each director of the Company, (iii) each executive
officer named in the Summary Compensation Table herein and (iv) all directors and executive officers as a group. The information contained herein is based on information provided by such
beneficial holders to the Company or contained in publicly filed documents with the Securities and Exchange Commission. All references herein to shares of Superior Common Stock and to per share
information relating to Superior Common Stock have been adjusted to reflect a five-for-four stock split effected by Superior

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TeleCom on February 2, 1998 and again on February 3, 1999 and a 3% stock dividend issued by Superior TeleCom on February 11, 2000.

|                                                                                                                |  | Alpine Common Stock |      | Superior Common Stock |  
|--------------------------------------------------------------------------------------------------------------- |  | ------------------- | ---- | --------------------- | -
|
|Steven S. Elbaum                                                                                                |  | 3,043,708           | (2)  | 20.6                  | %
|Alexandra Global Investment Fund I, Ltd.
        237 Park Avenue
        Ninth Floor
        New York, NY 10017 |  | 2,050,291           | (3)  | 14.7                  |  
|Morgan Stanley Dean Witter & Co.
        1585 Broadway
        New York, NY 10036                               |  | 941,746             | (4)  | 6.7                   |  
|A. Alex Porter and Paul Orlin
        Porter, Felleman Inc.
        666 Fifth Avenue
        New York, NY 10103 |  | 717,400             | (5)  | 5.1                   |  
|Bragi F. Schut                                                                                                  |  | 911,597             | (6)  | 6.4                   |  
|David S. Aldridge                                                                                               |  | 579,897             | (7)  | 4.0                   |  
|Kenneth G. Byers, Jr.                                                                                           |  | 529,925             | (8)  | 3.8                   |  
|Stephen M. Johnson                                                                                              |  | 363,526             | (9)  | 2.6                   |  
|John C. Jansing                                                                                                 |  | 205,934             | (10) | 1.5                   |  
|James R. Kanely                                                                                                 |  | 201,630             | (11) | 1.4                   |  
|Randolph Harrison                                                                                               |  | 57,161              | (12) | *                     |  
|Ernest C. Janson, Jr.                                                                                           |  | 26,658              | (13) | *                     |  
|All directors and executive officers s a group                                                                  |  | 5,697,346           | (14) | 35.7                  |  

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In
addition, there are issued and outstanding 250 shares of 9% Cumulative Convertible Senior Preferred Stock, par value $1.00 per share, of the Company, all of which are held by Patrick
W. Allender, 5 Holly Leaf Court, Bethesda, Maryland 20817.

Item 13. Certain Relationships and Related Transactions

On October 2, 1996, at the time of Superior TeleCom's initial public offering, the Company entered into an agreement (as amended and extended to date, the
"Services Agreement") with Superior TeleCom. Pursuant to the Services Agreement, the Company provides management and other services to Superior TeleCom. In exchange for such services, Superior TeleCom
pays the Company a per annum fee plus reimbursement of costs and expenses incurred in connection with the Company's provision of such services. Effective September 1, 2000, the per annum fee
was increased from $2.7 million to $5.0 million. The Services Agreement was further amended effective January 1, 2001 to provide for a reduction in the per annum fee from
$5.0 million to $4.0 million for the period from January 1, 2001 through June 30, 2002 and to provide for an additional fee of $1.0 million to be accrued and paid at
such time as Superior TeleCom makes a $175 million term loan prepayment from proceeds of a major asset divesture or equity transaction. The annual fee under the Services Agreement is estimated
to reflect commercially reasonable costs for the services provided. The term of the Services Agreement expires on June 30, 2002.

In
December 2001, Alpine, Superior TeleCom and Superior Telecommunications Inc., Superior TeleCom's wholly-owned subsidiary ("STI"), entered into a reimbursement agreement
pursuant to which Alpine committed to advance on behalf of STI approximately $3.8 million to be used solely to pay one quarterly cash interest payment on STI's senior subordinated notes. If
such commitment is drawn upon, Alpine will be issued junior subordinated PIK notes in the face amount of the funds drawn due seven years from the date issued. Interest on these notes will be paid in
the form of additional junior subordinated PIK notes for as long as the indebtedness arising under STI's senior credit agreement remains outstanding. STI issued to Alpine a junior subordinated PIK
note in the original principal amount of $93,913 as part of the consideration for Alpine's commitment. As additional consideration, Superior TeleCom also issued Alpine warrants to purchase 200,000
shares of Superior Common Stock at an exercise price of $1.41 per share, and is obligated to issue Alpine warrants to purchase an additional 50,000 shares of Superior Common Stock at the same exercise
price

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upon obtaining requisite stockholder approval of such issuance. In addition, if the commitment is actually drawn upon, Alpine will be issued, subject to obtaining requisite stockholder approval of
such issuance, additional warrants to purchase up to 2.1 million shares of Superior Common Stock; the first 900,000 warrants would be at an exercise price of $1.41, with the remainder at an
exercise price of $1.69.

Effective
as of January 1, 2001, Superior TeleCom entered into an amended and restated employment agreement with Steven S. Elbaum, as Chairman and Chief Executive Officer, and an
employment agreement with David S. Aldridge, as Senior Vice President and Chief Financial Officer. Messrs. Elbaum and Aldridge are entitled to an annual base salary of $725,000 and $290,000,
respectively, as adjusted annually for increases in the consumer price index, and an annual fiscal year bonus based on Superior TeleCom's incentive plan for senior management, plus other benefits,
including incentive, savings and retirement plans, fringe benefits and medical, dental and other insurance benefits. The employment agreements contain customary terms and provision with respect to
termination and other matters.

In
1998, the Compensation Committee determined that a $300,000 loan (which bears interest at the prime rate plus one-half percentage point) made by the Company in
June 1987 to Steven S. Elbaum to finance Mr. Elbaum's exercise of certain stock options would be forgiven over a period of four years commencing on July 15, 1999, provided that if
Mr. Elbaum voluntarily ceases his employment with the Company at any time during such period, the then outstanding balance of the loan and interest thereon would be immediately due and payable.

Pursuant
to their respective employment agreements with the Company, Steven S. Elbaum, Chairman and Chief Executive Officer of the Company, Bragi F. Schut, former Executive Vice
President of the Company, and Stephen M. Johnson, former Executive Vice President and Chief Operating Officer of the Company, were loaned by the Company approximately $398,000, $105,000 and $188,600,
respectively, in respect of the tax consequences of certain restricted stock awards. The indebtedness, which was outstanding as of April 1, 2002, bears interest at the annual rate of 5.87%.
Pursuant to the terms of an agreement entered into between the Company and Mr. Elbaum, and in connection with the modification of his employment agreement with the Company as described in
"Employment
Agreements" above, the Company agreed that, so long as Mr. Elbaum continues to serve as an officer or director of the Company, Superior TeleCom or any affiliate, the indebtedness in respect of
certain restricted stock awards (plus accrued interest) would be forgiven over a period of 10 years commencing on January 1, 2002. The Company also agreed that so long as
Mr. Schut continues to serve as an officer or director of the Company, Superior TeleCom or any affiliate, his indebtedness in respect of certain restricted stock awards (plus accrued interest)
would be forgiven over a period of 10 years commencing on January 1, 2002. Notwithstanding the foregoing, in the event that Messrs. Elbaum's or Schut's status as an officer or
director of the Company, Superior TeleCom or any affiliate is terminated without cause during the aforesaid 10-year period, the entire remaining balance of his indebtedness would then
automatically be forgiven. The Company also agreed immediately to forgive any remaining balance on a $14,000 loan (plus accrued interest) to Mr. Elbaum. Messrs. Elbaum and Schut will pay
all taxes relating to any cancellation of indebtedness income arising out of the forgiveness of the aforementioned loans.

Effective
as of March 27, 2001, Messrs. Elbaum and Schut agreed to exchange a portion of their frozen accrued SERP benefits, as described above under "Pension Plan," for
Company funded second to die life insurance contracts on each of the lives of Messrs. Elbaum and Schut and their respective spouses. The annual premiums for this insurance coverage is $103,934
for the first year and $312,043 over the next three years for Mr. Elbaum and $109,141 for the first year and $219,592 over the next two years for Mr. Schut, which premiums may be
recovered by the Company upon the death of Mr. Elbaum or Schut, respectively. In connection with its contractual obligation to relinquish certain rights under its split-dollar insurance
arrangements with Mr. Elbaum, as described above under

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"Employment Agreements," the Company converted the collateral assignment split-dollar insurance arrangements with Mr. Elbaum to endorsement split-dollar insurance arrangements and endorsed the
death benefits to a trust for the benefit of Mr. Elbaum. The Company borrowed the amount of its net cash surrender value thereunder and loaned such amounts to Mr. Elbaum. The amounts of
these loans are $155,864, $173,862 and $97,548. These loans, which were outstanding as of April 1, 2002, bear interest at the annual rates of 7.41%, 8% and 7.08%, respectively. In connection
with its obligation to relinquish certain rights under its split-dollar insurance arrangement with Mr. Schut, the Company effected a tax-free exchange of the current insurance
policy for a new policy on Mr. Schut's life and concurrently effected an endorsement split-dollar arrangement to protect the Company's interest. The Company paid an initial premium of $17,915
on the new policy and is required to pay nine additional consecutive annual premium of $17,915 commencing in 2002. Upon Mr. Schut's death, the Company is entitled to recover the premiums paid.

In
accordance with the terms of James R. Kanely's former employment agreement with the Company, commencing in 2001, he is receiving an annuity of $34,700 per year for 15 years. In
March 2002, the Company liquidated its liability to Mr. Kanely under the Superior TeleTec Inc. Supplemental Retirement Plan by agreeing to pay him an annuity payable at the rate
of $7,378 per month for 15 years commencing in 2002. This liability to Mr. Kanely was assumed by the Company in 1993 in connection with its acquisition of Superior TeleTec Inc.

The
Company owns one-eighth of an interest in each of two aircraft pursuant to an arrangement with Raytheon Travel Air Company. For the year ended December 31, 2001,
Superior TeleCom paid to the Company $86,008 in maintenance fees and $125,881 in usage fees, which amounts represent the maintenance and usage fees allocable to Superior TeleCom's usage of the
aircraft.

The
Company invested in Alexandra Global Investment Fund I, Ltd., an investment management company, through the purchase of 160,256.41 shares on February 1, 2002 for an
aggregate purchase price of $5,000,000, which represents less than 3% of the assets under management by Alexandra. Alexandra owns in excess of 5% of the Alpine Common Stock.

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SIGNATURES

Pursuant to the requirements of Section 13 of 15(d) 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.

Dated:
April 30, 2002

| |  | THE ALPINE GROUP, INC.
| |  | ----------------------
| |  | By:                   

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

|Name                                          |  | Title                                                                              |  | Date          
|--------------------------------------------- |  | ---------------------------------------------------------------------------------- |  | --------------
|                                              |  |                                                                                    |  |               
|/s/STEVEN S. ELBAUMSteven S. Elbaum           |  | Chairman of the Board and Chief Executive Officer (principal executive officer)    |  | April 30, 2002
|/s/DAVID S. ALDRIDGEDavid S. Aldridge         |  | Chief Financial Officer and Treasurer (principal financial and accounting officer) |  | April 30, 2002
|/s/KENNETH G. BYERS, JR.Kenneth G. Byers, Jr. |  | Director                                                                           |  | April 30, 2002
|/s/RANDOLPH HARRISONRandolph Harrison         |  | Director                                                                           |  | April 30, 2002
|/s/JOHN C. JANSINGJohn C. Jansing             |  | Director                                                                           |  | April 30, 2002
|/s/JAMES R. KANELYJames R. Kanely             |  | Director                                                                           |  | April 30, 2002
|/s/BRAGI F. SCHUTBragi F. Schut               |  | Director                                                                           |  | April 30, 2002

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