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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, 2002                         
|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 1-12261

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SUPERIOR TELECOM INC.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization)                    |  | 58-2248978(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 code201-549-4400                           

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

Title of each class

Name of each exchange
on which registeredCommon Stock, par value $.01 per share

Over the Counter Bulletin Board


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 or any amendment to this
Form 10-K. ý

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2) Yes o No ý

At
April 23, 2003, the registrant had 21,845,200 shares of common stock, par value $.01 per share, outstanding, and the aggregate market value of the outstanding shares of common
stock held by non-affiliates of the registrant on such date was approximately $0.1 million based on the closing price of $0.01 per share of such common stock on such date.

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DOCUMENTS INCORPORATED BY REFERENCE

None.

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PART III

Item 10. Directors and Executive Officers of the Registrant.

Directors

The Board of Directors of Superior TeleCom Inc. (the "Company" or "Superior TeleCom") currently consists of eight directors, all with terms expiring at
each annual meeting of stockholders, and continuing to serve until their successors are duly elected.

|Name                 |  | Age |  | Year First
Elected
Director |  | Position with the Company and Other Business Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------------------- |  | --- |  | --------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Kenneth G. Byers, Jr |  | 59  |  | 2001                        |  | President and sole shareholder of Byers Engineering Company, a telecommunications technical services and software firm, since 1971. A director of The Alpine Group, Inc., the Company's principal stockholder
("Alpine").                                                                                                                                                                                                                                                                                                                                                                                                       
|Eugene P. Connell    |  | 64  |  | 1996                        |  | President of ISC, a call center consulting service, since January 2000. Chairman of Golden Triangle Online, Inc., an Internet service provider, since November 1998. Chairman of Lynch Interactive Corporation, an owner and operator of independent
telephone companies throughout the United States, from June 1996 to May 1998.                                                                                                                                                                                                                                                                                              
|Steven S. Elbaum     |  | 54  |  | 1996                        |  | Chairman of the Board of Directors of the Company since 1996 and Chief Executive Officer of the Company from 1996 through December 2002. Chairman of the Board of Directors and Chief Executive Officer of Alpine since 1984. Chairman of the Board of
Directors of Superior Cables Ltd. (formerly known as Cables of Zion United Works, Ltd.), an Israel-based, publicly traded wire and cable manufacturer and an affiliate of Alpine. 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.
|John C. Jansing      |  | 77  |  | 2001                        |  | Private investor. A director of Vestaur Securities, Inc. and former director of 14 Lord Abbett mutual funds. A director of Alpine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|James R. Kanely      |  | 61  |  | 2001                        |  | Private investor. A director of Alpine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Robert J. Levenson   |  | 61  |  | 1996                        |  | A Managing Member of Lenox Capital Group, L.L.C., a private venture capital company. Former Executive Vice President of First Data Corp., a provider of electronic payment processing services, from May 1993 through May 2000. Director of Emisphere
Technologies, Inc., a biopharmaceutical company.                                                                                                                                                                                                                                                                                                                          
|                     |  |     |  |                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

2

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|Bragi F. Schut   |  | 62 |  | 1996 |  | Executive Vice President of Alpine from 1986 until his retirement in February 2002. A director of Alpine and Superior Cables Ltd.            
|---------------- |  | -- |  | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|Charles Y.C. Tse |  | 77 |  | 1996 |  | Former Vice-Chairman and President of the international operations of Warner Lambert Company, a pharmaceutical and consumer products company.

Executive Officers

Set forth below is certain information regarding the executive officers of the Company during 2002, each of whom serves or served at the discretion of the Board
of Directors.

|Name                 |  | Age |  | Position with the Company and Other Business Experience                                                                                                                                                                                                                                                                                                                                                                  
|-------------------- |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Steven S. Elbaum     |  | 54  |  | Chairman of the Board of Directors of the Company since 1996 and Chief Executive Officer of the Company from 1996 through December 2002. Chairman of the Board of Directors and Chief Executive Officer of Alpine since 1984.
Chairman of the Board of Directors of Superior Cables Ltd.                                                                                                                                 
|Stephen C. Knup      |  | 60  |  | President and Chief Operating Officer of the Company since January 2001. Senior Vice President of Alpine from March 1999 through December 2000. Executive Vice President and Chief Financial Officer of MG North America Holdings, Inc., a U.S. subsidiary
of Metallgesellschaft AG, from December 1994 through February 1999.                                                                                           
|David S. Aldridge    |  | 48  |  | Chief Financial Officer and Treasurer of the Company since 1996 and Chief Restructuring Officer of the Company since January 2003. Chief Financial Officer of Alpine since November 1993 and Treasurer of Alpine from January 1994 through April 2001. Mr.
Aldridge is resigning as Chief Financial Officer of Alpine effective as of May 1, 2003.                                                                       
|Justin F. Deedy, Jr. |  | 47  |  | Executive Vice President of the Company and President of the Company's Communications Group since June 1999. Senior Vice President from July 1996 to June 1999 and President of the Company's wholly-owned subsidiary, Superior Telecommunications Inc.
("STI"), from July 1993 to December 1999, when STI was merged with and into another wholly-owned subsidiary of the Company as part of an internal reorganization.
|H. Patrick Jack      |  | 51  |  | President of the OEM Group of the Company since August 2002. Consultant to Mitsubishi from December 2000 to June 2001. President and Chief Operating Officer of Aristech Chemical Corporation, a chemicals and plastics manufacturer, from 1998 until its
sale to Sunoco in December 2000.                                                                                                                               
|                     |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                          

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|Harold M. Karp |  | 46 |  | President of the Electrical Group of the Company from January 2001 until December 11, 2002. Senior Vice PresidentOperations of the Company's Communications Group from October 1996 through December 2000.
|-------------- |  | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Superior
TeleCom and its U.S. subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware on March 3, 2003. The Chapter 11 cases are being jointly administered (Case No. 03-10607).

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, 2002, 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.

Item 11. Executive Compensation.

The following table sets forth certain information during the years ended December 31, 2002, 2001 and 2000 with respect to compensation earned by or paid
to the Company's Chief Executive Officer, each of the four most highly compensated executive officers of the Company other than the Chief Executive Officer and one additional individual for whom
disclosure would have been provided but for the fact that the individual was not serving as an executive officer of the Company at December 31, 2002.

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SUMMARY COMPENSATION TABLE

|                                                                                                       |  |                |  | Annual Compensation(1) |                         | Long-Term
Compensation Awards |   |        |    
|------------------------------------------------------------------------------------------------------ |  | -------------- |  | ---------------------- | ----------------------- | ----------------------------- | - | ------ | ---
|
|Steven S. Elbaum(11)
Chairman and Chief
Executive Officer                                              |  | 2002
2001
2000 |  | $                      | 725,000
725,000
175,000 |                               |   |        |    
|Stephen C. Knup
President and Chief
Operating Officer                                                  |  | 2002
2001
2000 |  | $                      | 425,000
425,000         |                               |   |        |    
|David S. Aldridge(12)
Chief Financial Officer                                                          |  | 2002
2001
2000 |  | $                      | 290,000
290,000         |                               |   |        |    
|Justin F. Deedy, Jr.
Executive Vice President
of the Company
and President of the
Communications Group |  | 2002
2001
2000 |  | $                      | 279,600
278,892
269,200 |                               | $ | 88,000 | (2)
|H. Patrick Jack(13)
President of OEM
Group                                                             |  | 2002
2001
2000 |  | $                      | 114,585                 |                               | $ | 75,000 | (3)
|Harold M. Karp(14)
President of Electrical
Group                                                       |  | 2002
2001
2000 |  | $                      | 239,591
250,000
163,525 |                               | $ | 33,600 |    

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5

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|Name                 |  | April 10,
2000 |  | January 2,
2001 |  | Total Shares of
Restricted Stock
Granted as of
December 31, 2002 |  | Aggregate Value
of Restricted Stock as
of December 31, 2002
|-------------------- |  | -------------- |  | --------------- |  | ---------------------------------------------------------------- |  | -----------------------------------------------------------
|Steven S. Elbaum     |  |               |  | 350,000         |  | 350,000                                                          |  | $                                                          
|Stephen C. Knup      |  |               |  | 200,000         |  | 200,000                                                          |  |                                                            
|David S. Aldridge    |  |               |  | 100,000         |  | 100,000                                                          |  |                                                            
|Justin F. Deedy, Jr. |  | 8,333          |  | 69,143          |  | 77,476                                                           |  |                                                            
|H. Patrick Jack      |  |               |  |                |  |                                                                 |  |                                                            
|Harold M. Karp       |  |                |  | 30,000          |  | 30,000                                                           |  |                                                            





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STOCK OPTION GRANTS DURING YEAR ENDED DECEMBER 31, 2002

There were no stock option grants to any of the named executive officers by the Company during the year ended December 31, 2002. Mr. Jack's
employment agreement provides that the Company will recommend to the Compensation Committee that Mr. Jack receive an initial stock option grant to purchase 100,000 shares of Superior Common
Stock. As of the current date, this grant has not been awarded. See "Employment Agreements" below.

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, 2002 and
the number of shares underlying, and the value of, unexercised options outstanding at December 31, 2002:

|                     |  | Exercises During 2002 |  | Number of Shares
Underlying Unexercised
Options(1) |  | Value of Unexercised
In-the-Money Options(2)
|-------------------- |  | --------------------- |  | -------------------------------------------------- |  | --------------------------------------------
|
|
|Steven S. Elbaum     |  |                      |  |                                                   |  | 416,666                                     
|Stephen C. Knup      |  |                      |  |                                                   |  | 166,666                                     
|David S. Aldridge    |  |                      |  |                                                   |  | 83,333                                      
|Justin F. Deedy, Jr. |  |                      |  |                                                   |  | 76,825                                      
|H. Patrick Jack      |  |                      |  |                                                   |  |                                            
|Harold M. Karp(3)    |  |                      |  |                                                   |  | 50,000                                      

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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 $30,000, together with expenses
of attendance. The non-employee directors of the Company also receive $1,500 for each meeting of the Board or of a

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committee of the Board attended. Non-employee directors who chair committees of the Board of Directors will receive an additional annual fee of $3,000. Effective as of January 1,
2003, retainer and meeting fees are paid in cash.

Prior
to January 1, 2003, pursuant to the Superior TeleCom Inc. Stock Compensation Plan for Non-Employee Directors, as amended and restated effective as of
January 1, 2001 (the "Stock Compensation Plan"), non-employee directors of the Company received all or a portion of the annual retainer in either deferred stock or stock options.
These equity awards remain outstanding and subject to the terms of the Stock Compensation Plan and applicable award agreement.

In
July 2001, non-employee directors were provided a one-time opportunity to elect to cancel outstanding awards of unvested restricted stock granted prior
to July 1, 2001 under the Stock Compensation Plan in exchange for shares of deferred stock.

In
October 2002, under the 1996 Stock Incentive Plan, non-employee directors of the Company received the annual nondiscretionary grants of nonqualified stock options
to purchase 7,500 shares of Superior Common Stock. These options vest as to one-third of the shares of Superior Common Stock on each of the three anniversaries following the date of grant
(provided that the non-employee director continuously serves as a director of the Company on each vesting date) or, if earlier, upon a change in control, a non-employee
director's death or a non-employee director's failure to stand for reelection or the failure to be reelected after attaining age 65. Following the Company's Chapter 11 filing in
March 2003, the Company has not made any grants under this plan.

Effective
as of January 2, 2001, the Board approved the Director Stock Option Restructuring Program under the 1996 Stock Incentive Plan. Under the program,
non-employee director's were able to elect to cancel all of their outstanding stock options (whether vested or unvested) granted prior to January 2, 2001 and for which the exercise
price exceeded $2.75, the closing price of the Superior Common Stock on January 2, 2001, in exchange for the grant of a replacement stock option to purchase 90% of the number of shares of
Superior Common Stock underlying the cancelled stock option. The replacement stock option has an exercise price equal to $2.75, the fair market value of the Company's common stock on January 2,
2001 and will vest as to one-third of the shares of Superior Common Stock subject to such option on each of the first three anniversaries of the date of grant, provided that the
non-employee director continuously serves as a director of the Company on each vesting date. Vesting of the replacement stock options may be accelerated upon the occurrence of certain
events. The replacement stock option was subject to a right of repurchase by the Company, which entitled the Company to repurchase 100% of the then unexercised portion of the replacement stock option
(whether vested or
unvested) for a specified repurchase price. The repurchase right was not exercised and subsequently expired on July 1, 2002.

In
connection with the Electrical Sale, the Board formed a special committee of independent directors to negotiate and approve the transaction and the Board approved the payment of
meeting fees for the directors who served on the special committee. Mr. Levenson, the chairman of the committee, received a per meeting fee of $3,000 and Messrs. Connell and Tse each
received a per meeting fee of $2,500. The aggregate amount paid to these directors in connection with their service on the special committee was $155,000.

Employment Agreements

In connection with the Company's September 2002 amendment to its credit facility and the Electrical Sale, the Company and STI entered into the Separation
Agreement with Mr. Elbaum pursuant to which Mr. Elbaum resigned, effective as of December 31, 2002, from his position as Chief Executive Officer of the Company, from employment
with the Company and its subsidiaries and from all other executive offices and trusteeships with, or relating to, the Company and its subsidiaries that Mr. Elbaum held prior to such date.

8

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Pursuant to the Separation Agreement, the Company and STI paid Mr. Elbaum a lump sum cash payment in the amount of $750,000, less applicable withholding and other payroll
deductions on the date of termination, in consideration for his resignation, his covenant not to compete and other valid consideration. Mr. Elbaum was also paid $41,896 for accrued vacation. In
addition, Mr. Elbaum was entitled to reimbursement for any unreimbursed business and medical expenses incurred through the date of termination in accordance with the Company's policy, vested
accrued benefits, if any, under and in accordance with the terms of any tax-qualified plan and continued health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985,
as amended. The aggregate amount of payments accepted by Mr. Elbaum pursuant to the Separation Agreement is less than the severance payments to which Mr. Elbaum otherwise would have been
entitled pursuant to the terms of his employment agreement with the Company.

The
Company and STI have employment agreements with Messrs. Knup and Aldridge providing for their serving as President and Chief Operating Officer of the Company and Senior Vice
President and Chief Financial Officer of the Company, respectively, and the Company and Essex Group, Inc. have an employment agreement with Mr. Jack providing for his service as Senior
Vice President and President of the OEM Group of the Company. The employment agreements provide that the executives will receive a base salary of $425,000, $290,000 and $275,000, respectively, as
adjusted annually for increases in the consumer price index. As a result of his enhanced responsibilities with the Company, including his appointment as Chief Restructuring Officer of the Company in
January 2003, the Company increased Mr. Aldridge's base salary effective as of March 31, 2003 to $345,000. The agreements also provide for an annual fiscal year bonus based on the
incentive plan for senior management and provides for certain other benefits, including a retirement plan, fringe benefits and medical, dental and other insurance benefits.

Mr. Jack's
employment agreement provides that the Company will recommend to the Compensation Committee that Mr. Jack receive a grant of 30,000 shares of restricted stock
and an initial stock option grant to purchase 100,000 shares of Superior Common Stock. As of the current date, these grants have not been awarded.

The
employment agreements for Messrs. Knup, Aldridge and Jack are for a term ending upon the occurrence of any of the following events: (i) death or disability of the
executive; (ii) termination by the Company without "cause" or for "cause"; or (iii) termination by the executive for "good reason" or without "good reason." Generally, if the executive
terminates his employment for "good reason" or the Company terminates his employment without cause, the executive is entitled to receive a severance payment equal to one and one-half times
his annual salary and annual bonus for the prior year. In the event of termination of employment under other circumstances, including a "change in control" of the Company or Alpine (as defined in the
employment agreement) for Messrs. Knup and Aldridge or a
change in control of the Company or a "divisional change in control" (as defined in the employment agreement) for Mr. Jack, the executives are entitled to varying benefits described in the
employment agreement.

The
Company has assumed the obligations of its wholly-owned subsidiary, STI, under an employment agreement with Mr. Deedy providing for his employment by the Company at a current
annual base salary of $279,600, as adjusted annually for increases in the Consumer Price Index, plus an annual performance-based bonus. The agreement may be terminated by either party on notice, for
cause by the Company or upon the occurrence of certain other events. The agreement contains certain provisions relating to compensation upon his termination, including termination following a change
in control. In addition, the agreement provides for certain other benefits, including medical, dental and other insurance benefits.

These
employment agreements have not been assumed or rejected by the United States Bankruptcy Court for the District of Delaware in connection with the Company's Chapter 11 filing. On

9

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April 10, 2003, the Bankruptcy Court entered an order authorizing the Company to implement a key employee retention plan and a change in control severance plan, which had previously been
approved by the Board of Directors. The key employee retention plan is designed to induce a group of key employees who are essential to the Company's restructuring to remain employed with the Company
through the restructuring and the change in control severance plan is designed to give a select group of key employees certain protections if their employment is terminated following a "change in
control" (as defined in the plan document).

Under
the terms of the key employee retention plan, Messrs. Aldridge, Deedy and Jack are entitled to retention and incentive bonuses based on a percentage of their base salary,
with the incentive component subject to achieving certain liquidity thresholds, payable in four installments, commencing on May 3, 2003, provided the executive remains continuously employed
through each such date, subject to acceleration in certain circumstances. Under the terms of the change in control severance plan, in the event that during the one-year period following a
"change in control" Messrs. Aldridge, Deedy or Jack is terminated by the Company without "cause" or terminate their employment with the Company for "good reason," he will be entitled to receive
a severance benefit based on a percentage of his base salary and target bonus. The change in control severance benefits are at a reduced level from, and are in lieu of any such benefits provided
under, the named executives' respective existing employment agreements.

The
Company is in the process of finalizing the underlying plan documents, which will be filed with the Bankruptcy Court in accordance with the terms of the order.

Compensation Committee Interlocks and Insider Participation

Messrs. Connell, Elbaum and Levenson served on the Compensation Committee during the year ended December 31, 2002. There were no compensation
committee interlocks or insider (employee) participation during such period.

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

On April 23, 2003, there were issued and outstanding 21,845,200 shares of Superior Common Stock. The following table contains information as of such date
regarding the number of shares of Superior Common Stock beneficially owned by (i) each person known to the Company to have beneficial ownership of more than 5% thereof, (ii) each
director of the Company, (iii) each executive officer of the Company 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 have been adjusted to reflect

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a five-for-four stock split effected by the Company on February 2, 1998 and again on February 3, 1999, and a 3% stock dividend issued by the Company on
February 11, 2000.

|                                                                                            |  | Common Stock
|------------------------------------------------------------------------------------------- |  | ------------
|
|The Alpine Group, Inc.                                                                      |  | 10,460,371  
|Steven S. Elbaum                                                                            |  | 11,643,705  
|State of Wisconsin Investment Board
    P.O. Box 7842
    Madison, WI 53707                 |  | 2,482,919   
|Dimensional Fund Advisors Inc.
    1299 Ocean Avenue, 11th Floor
    Santa Monica, CA 90401 |  | 1,219,117   
|Stephen C. Knup                                                                             |  | 541,364     
|David S. Aldridge                                                                           |  | 287,967     
|Justin F. Deedy, Jr.                                                                        |  | 239,931     
|Kenneth G. Byers, Jr.                                                                       |  | 241,817     
|Bragi F. Schut                                                                              |  | 141,987     
|Robert J. Levenson                                                                          |  | 113,755     
|James R. Kanely                                                                             |  | 130,204     
|Eugene P. Connell                                                                           |  | 100,569     
|Charles Y.C. Tse                                                                            |  | 97,378      
|John C. Jansing                                                                             |  | 99,085      
|H. Patrick Jack                                                                             |  |            
|Harold C. Karp                                                                              |  | 8,042       
|All directors and executive officers as a group                                             |  | 13,590,084  

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11

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Item 13. Certain Relationships and Related Transactions.

On December 11, 2002, in accordance with the terms of a Purchase Agreement dated October 31, 2002, as amended on December 11, 2002, by and
among Alpine, Alpine Holdco Inc., a wholly owned subsidiary of Alpine ("Alpine Holdco"), the Company and the Company's wholly owned subsidiaries, STI, Essex International Inc. ("Essex
International") and Essex Group, Inc. (together with the Company, STI and Essex International, the "Sellers"), the Sellers sold the following assets and securities to Alpine Holdco:
(1) substantially all of the assets, subject to related accounts payable and accrued liabilities (excluding, however any secured debt), of the Sellers' electrical wire business; (2) all
of the outstanding shares of capital stock of DNE Systems, Inc., a manufacturer of multiplexers and other communications and electronic products; and (3) all of the outstanding shares of
capital stock of Texas
SUT Inc. and Superior Cable Holdings (1997) Ltd., which together own approximately 47% of Superior Cables Ltd. This transaction is hereinafter referred to as the "Electrical
Sale". The aggregate purchase price for the Electrical Sale was approximately $85 million in cash plus the issuance of a warrant to the Company to purchase 19.9% of the common stock of Essex
Electric Inc. ("Essex Electric"), a wholly owned subsidiary of Alpine Holdco formed to own and operate the electrical wire business. STI continues to retain a 3% equity interest in Superior
Cables Ltd.

In
connection with the Electrical Sale, Alpine Holdco, Essex Electric and Superior TeleCom entered into a Supply and Transitional Services Agreement (the "Supply Agreement"). Under the
Supply Agreement Essex Electric, among other things, has agreed to purchase from Superior TeleCom

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certain specified quantities of its overall requirements of copper rod. The specified quantities represent a range of Essex Electric's estimated total annual copper rod requirements for use in its
building and industrial wire manufacturing process. The purchase price for copper rod specified in the Supply Agreement is based on the COMEX price plus an adder to reflect conversion to copper rod.
The costs of freight are paid by Essex Electric. The Supply Agreement also states that Superior TeleCom will provide certain administrative services to Essex Electric, including accounting, legal,
risk management, personnel, data processing, and employee relations services. Charges for these services are generally based on actual usage or an allocated portion of the total cost to Superior
TeleCom. The Supply Agreement expires on December 31, 2004 but may be terminated at any time prior to that by mutual consent of Alpine and Superior TeleCom. Additionally, the parties may
terminate various services provided for under the Supply Agreement upon certain prior notice as provided therein. Superior TeleCom may terminate its obligations to supply copper rod upon
60 days' notice given any time after January 1, 2004 if Essex Electric has purchased less than certain minimum quantities of copper rod specified in the Supply Agreement. The total cost
of copper rod purchased under the Supply Agreement after December 11, 2002 was $10.8 million and the cost for administrative services for 2002 was $0.3 million.

On
October 2, 1996, at the time of Superior TeleCom's initial public offering, Alpine entered into an agreement (the "Services Agreement") with Superior TeleCom. Pursuant to the
Services Agreement, Alpine provided management and other services to Superior TeleCom. In exchange for such services, Superior TeleCom paid Alpine a per annum fee plus reimbursement of costs and
expenses incurred in connection with Alpine'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, which transaction did not occur. The annual fee under the Services Agreement was estimated to reflect commercially
reasonable costs for the services provided. However, the level of services provided by Alpine was reduced during 2001 and further in 2002. The Services Agreement expired in accordance with its terms
on June 30, 2002, and no amounts were paid under the Services Agreement in 2002.

In
December 2001, Alpine, Superior TeleCom and 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. In May 2002, the
commitment was funded, and, pursuant to the terms of the reimbursement agreement, Superior TeleCom issued junior subordinated PIK notes to Alpine in the face amount of the funds advanced, with such
notes due seven years from the date issued. Interest on these notes is payable 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 was obligated to issue Alpine warrants to
purchase an additional 50,000 shares of Superior Common Stock at the same exercise price upon obtaining requisite stockholder approval of such issuance. In addition, because the commitment was
actually drawn upon, Alpine was to 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 at an exercise price of $1.41, with the remainder at an exercise price of $1.69. All of the aforementioned warrants were canceled in connection with the Electrical
Sale.

Alpine
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, 2002, the
Company paid to Alpine $179,181 in maintenance fees and $78,947 in usage fees, which amounts represent the maintenance and usage fees allocable to the Company's usage of the aircraft.

13

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SIGNATURES

Pursuant to the requirements of Section 13 or 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, 2003 |  | SUPERIOR TELECOM 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.

|/s/STEVEN S. ELBAUMSteven S. Elbaum           |  | Chairman of the Board                                                              |  | April 30, 2003
|--------------------------------------------- |  | ---------------------------------------------------------------------------------- |  | --------------
|/s/STEPHEN C. KNUPStephen C. Knup             |  | President and Chief Operating Officer (principal executive officer)                |  | April 30, 2003
|/s/DAVID S. ALDRIDGEDavid S. Aldridge         |  | Chief Financial Officer and Treasurer (principal financial and accounting officer) |  | April 30, 2003
|/s/KENNETH G. BYERS, JR.Kenneth G. Byers, Jr. |  | Director                                                                           |  | April 30, 2003
|/s/EUGENE P. CONNELLEugene P. Connell         |  | Director                                                                           |  | April 30, 2003
|/s/JOHN C. JANSINGJohn C. Jansing             |  | Director                                                                           |  | April 30, 2003
|/s/JAMES R. KANELYJames R. Kanely             |  | Director                                                                           |  | April 30, 2003
|/s/ROBERT J. LEVENSONRobert J. Levenson       |  | Director                                                                           |  | April 30, 2003
|/s/BRAGI F. SCHUTBragi F. Schut               |  | Director                                                                           |  | April 30, 2003
|/s/CHARLES Y. C. TSECharles Y. C. Tse         |  | Director                                                                           |  | April 30, 2003

14

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I,
Stephen C. Knup, certify that:





Date:
April 30, 2003

| |  | /s/STEPHEN C. KNUPName: Stephen C. Knup
Title: President and Chief Operating Officer
| |  | ------------------------------------------------------------------------------------

15

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I,
David S. Aldridge, certify that:





Date:
April 30, 2003

| |  | /s/DAVID S. ALDRIDGEName: David S. Aldridge
Title: Chief Financial Officer
| |  | --------------------------------------------------------------------------

16

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