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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 1-12261

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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 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 $.01 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 21,343,476 shares of common stock, par value $.01 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 $8.9 million based on the closing price of $0.89 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

On April 3, 2001, the Board increased the number of directors from five to eight and appointed Kenneth G. Byers, Jr., John C. Jansing and James R. Kanely
to fill the vacancies. The terms of all the directors of Superior TeleCom Inc. (the "Company" or "Superior TeleCom") expire at each annual meeting of stockholders.

|Name                  |  | Age |  | Year First
Elected
Director |  | Position with the Company and Other Business Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--------------------- |  | --- |  | --------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Kenneth G. Byers, Jr. |  | 58  |  | 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     |  | 63  |  | 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. From January 1996 to June 1996, Vice PresidentGlobal Markets Integration of NYNEX Corporation.                                                                                                                                                                   
|Steven S. Elbaum      |  | 53  |  | 1996                        |  | Chairman of the Board of Directors and Chief Executive Officer of the Company since 1996. Chairman of the Board of Directors and Chief Executive Officer of Alpine since 1984. 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 the Company'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.
|John C. Jansing       |  | 76  |  | 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       |  | 60  |  | 2001                        |  | Private investor. A director of Alpine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                      |  |     |  |                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

2

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|Robert J. Levenson |  | 60 |  | 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 First Data
Corp., Vestcom International Inc., a provider of business communications solutions and marketing support services, and Emisphere Technologies, Inc., a biopharmaceutical company.
|------------------ |  | -- |  | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Bragi F. Schut     |  | 61 |  | 1996 |  | Executive Vice President of Alpine from 1986 until his retirement in February 2002. A director of Alpine and Superior Cables Limited.                                                                                                                                                                                                                                                                                                   
|Charles Y.C. Tse   |  | 76 |  | 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, 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 1996. Chairman of the Board of Directors and Chief Executive Officer of Alpine since 1984. Chairman of the Board of Directors of Superior Cables Limited.                                                                                 
|Stephen C. Knup   |  | 59  |  | 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 |  | 47  |  | Chief Financial Officer and Treasurer of the Company since 1996. Chief Financial Officer of Alpine since November 1993 and Treasurer of Alpine from January 1994 through April 2001.                                                                                                                                          
|                  |  |     |  |                                                                                                                                                                                                                                                                                                                               

3

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|Justin F. Deedy, Jr. |  | 46 |  | 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. A director of Superior Cables Limited.
|-------------------- |  | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Harold M. Karp       |  | 45 |  | President of the Electrical Group of the Company since January 2001. Senior Vice PresidentOperations of the Company's Communications Group from October 1996 through December 2000.                                                                                                                                                                                                                                                                            

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 Alpine failed to file on a timely basis one report required by Section 16(a) of the Exchange Act relating to the Company's issuance to Alpine of the warrant to
purchase 200,000 shares of common stock, par value $.01 per share, of the Company ("Superior Common Stock") described under "Item 13. Certain Relationships and Related Transactions."

Item 11. Executive Compensation.

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

4

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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 |  | $                       | 725,000
175,000
175,000 |                               |   |                |       
|Stephen C. Knup
President and Chief
Operating Officer                                                  |  | 2001
2000
1999 |  | $                       | 425,000                 |                               |   |                |       
|David S. Aldridge (9)
Chief Financial Officer                                                          |  | 2001
2000
1999 |  | $                       | 290,000                 |                               |   |                |       
|Justin F. Deedy, Jr.
Executive Vice President of the Company and President of the Communications Group |  | 2001
2000
1999 |  | $                       | 278,892
269,200
253,517 |                               | $ | 88,000
388,000 | (2)(2)
|Harold M. Karp
President of Electrical Group                                                           |  | 2001
2000
1999 |  | $                       | 250,000
163,525
149,429 |                               |   | 33,600
80,171  |       

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The
following table presents the number of shares of restricted stock awarded to the executive officers named above on each of the aforementioned dates, the total number
of shares of such restricted stock granted to such officers as of December 31,

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|Name                 |  | March 25,
1999 |  | April 10,
2000 |  | January 2,
2001 |  | Total Shares of
Restricted Stock
Granted as of
December 31, 2001 |  | Aggregate Value
of Restricted Stock as
of December 31, 2001
|-------------------- |  | -------------- |  | -------------- |  | --------------- |  | ---------------------------------------------------------------- |  | -----------------------------------------------------------
|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. |  | 7,769          |  | 8,333          |  | 69,143          |  | 85,245                                                           |  |                                                            
|Harold M. Karp       |  |               |  |               |  | 30,000          |  | 30,000                                                           |  |                                                            

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STOCK OPTION GRANTS DURING YEAR ENDED DECEMBER 31, 2001

The following table presents information with respect to executive officers who were granted stock options by the Company during the year ended
December 31, 2001.

|                     |  |           |     |      |   |      |  |          |  | Potential Realizable Value
(at assumed annual
rates of stock price
appreciation for option term)
|-------------------- |  | --------- | --- | ---- | - | ---- |  | -------- |  | ------------------------------------------------------------------------------------------------
|
|
|
|Steven S. Elbaum     |  | 1,250,000 | (2) | 32.0 | % | 2.75 |  | 1/2/2011 |  | $                                                                                               
|Stephen C. Knup      |  | 500,000   |     | 12.8 | % | 2.75 |  | 1/2/2011 |  | $                                                                                               
|David S. Aldridge    |  | 250,000   | (2) | 6.4  | % | 2.75 |  | 1/2/2011 |  | $                                                                                               
|Justin F. Deedy, Jr. |  | 230,476   | (2) | 5.9  | % | 2.75 |  | 1/2/2011 |  | $                                                                                               
|Harold M. Karp       |  | 150,000   |     | 3.8  | % | 2.75 |  | 1/2/2011 |  | $                                                                                               

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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:

|                     |  | Exercises During
2001 |  | Number of Shares
Underlying Unexercised
Options(1) |  | Value of Unexercised
In-the-Money Options(2)
|-------------------- |  | --------------------- |  | -------------------------------------------------- |  | --------------------------------------------
|
|Steven S. Elbaum     |  |                      |  |                                                   |  |                                            
|Stephen C. Knup      |  |                      |  |                                                   |  | 2,333                                       
|David S. Aldridge    |  |                      |  |                                                   |  |                                            
|Justin F. Deedy, Jr. |  |                      |  |                                                   |  |                                            
|Harold M. Karp       |  |                      |  |                                                   |  |                                            

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Compensation of Directors

The Compensation Committee, at its regular meeting held on July 17, 2001, considered recommendations submitted by the outside compensation consultants,
Frederick W. Cook and Co., and resolved to recommend to the full Board of the Company changes to the existing non-employee director
compensation program. These recommendations were adopted by unanimous written consent by the Board of Directors of the Company effective as of July 1, 2001.

Annual
retainer of the Company for directors who are not employees of the Company or otherwise compensated by the Company was increased from $20,000 to $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 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.

Under
the Superior TeleCom Inc. Stock Compensation Plan for Non-Employee Directors, as amended and restated effective as of July 1, 2001 (the "Stock
Compensation Plan"), non-employee directors of the Company automatically receive 50% of the annual retainer in either deferred stock or stock options, as elected by the
non-employee director, although for the year ended December 31, 2001 no portion of the annual retainer was payable in stock options. 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 in the form of deferred stock or stock options instead of in cash.

Shares
to be issued under the Stock Compensation Plan are made available only from issued shares of 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.

Each
stock option granted under the Stock Compensation Plan expires on the tenth anniversary of the date of grant. Awards of stock options granted under the Stock Compensation Plan after
July 1, 2001 will vest on the six month anniversary of the date of grant; or if earlier, upon (i) a non-employee director's death; (ii) a non-employee
director's failure to stand for re-election or the failure to be reelected after attaining age 65; (iii) a non-employee director's voluntary resignation; and
(iv) a change in control, as defined in the Stock Compensation Plan.

Deferred
stock will be deferred year to year until a non-employee director's termination of directorship, unless the non-employee director elects to be paid his
or her deferred stock account sooner upon at least six months' notice.

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 in exchange for shares of deferred stock.

Non-employee
directors of the Company will continue to receive annual nondiscretionary grants of nonqualified stock options under the 1996 Stock Incentive Plan as follows:
(i) options to purchase 15,000 shares of Superior Common Stock on the date the non-employee director begins service as a director on the Board and (ii) options to purchase
7,500 shares of Superior Common Stock upon each
anniversary of the date on which the non-employee director began service as a director on the Board. Stock options granted under the 1996 Stock Incentive Plan 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.

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

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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 is subject to a right of
repurchase by the Company, which entitles 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 expires on July 1, 2002.

Employment Agreements

Reflecting the Company's desire to put in place a focused and highly motivated management that is directly employed by the Company, the Company restructured its
management in early 2001. In connection with this management restructuring, the Company and/or STI entered into an amended and restated employment agreement with Mr. Elbaum and employment
agreements with Messrs. Knup, Aldridge and Karp.

Effective
as of January 1, 2001, the Company and STI entered into an amended and restated employment agreement with Mr. Elbaum to reflect the Company's desire that
Mr. Elbaum shift his time and focus to a substantially full time commitment to the Company, although Mr. Elbaum will continue to serve as Chairman and Chief Executive Officer of Alpine.
Pursuant to this agreement, Mr. Elbaum serves as Chairman of the Board and Chief Executive Officer of the Company at a base salary of $725,000, as adjusted annually for increases in the
consumer price index. The agreement also provides for an annual fiscal year bonus based on the incentive plan for senior management and for certain other benefits, including incentive, savings and
retirement plans, fringe benefits and medical, dental and other insurance benefits.

Mr. Elbaum's
employment agreement is for an initial three year term, unless the agreement is sooner terminated in accordance with its terms. On the first anniversary of the
effective date of the amended and restated employment agreement and on each succeeding anniversary thereof, the term automatically extends for successive additional one year periods, unless the
agreement is otherwise terminated in accordance with its terms. The agreement may be terminated upon the occurrence of any of the following events: (i) notification by Mr. Elbaum or the
Company to the other that he or it desires to terminate the employment agreement; (ii) the death or disability of Mr. Elbaum; (iii) termination by the Company without "cause" or
for "cause"; or (iv) termination by Mr. Elbaum for "good reason." Generally, if Mr. Elbaum terminates his employment for good reason, or the Company terminates his employment
without cause, Mr. Elbaum is entitled to receive a severance payment equal to his base salary and his annual bonus (or, if his termination occurs during the first year of the employment term,
the bonus will be deemed to be $500,000 if greater than the actual bonus), multiplied by the number of years or partial years remaining in the employment term.

If
Mr. Elbaum terminates his employment for good reason or the Company terminates his employment without cause at any time during the period commencing six months prior to a
change in control and ending on the third anniversary of a change in control, then Mr. Elbaum is entitled to receive a severance payment equal to four times the sum of his annual salary and the
greater of the highest annual bonus paid to him during the three full fiscal years prior to the change in control or $1,000,000 plus certain other benefits described in the employment agreement.
Mr. Elbaum is also entitled to receive the amounts specified in the preceding sentence if he terminates his employment for

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good reason at any time on account of the Company's failure to appoint him to the Board or his removal from the Board.

In
the event of termination of employment under other circumstances, including on account of death or disability, Mr. Elbaum, is entitled to varying benefits described in the
employment agreement.

Mr. Elbaum
received a grant of stock options on January 1, 2001 to purchase 677,612 shares of Common Stock under the 1996 Stock Incentive Plan and an initial grant of
350,000 shares of restricted stock on January 2, 2001. Mr. Elbaum also received a replacement stock option grant of 572,388 shares of Common Stock on January 1, 2001 in exchange
for the cancellation of certain outstanding stock options.

Effective
as of January 1, 2001, the Company and STI also entered into 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. In addition, effective as of January 1, 2001, STI entered into an
employment agreement with Mr. Karp providing for his service as President of the Electrical Group of the Company. The employment agreements provide that the executives will receive a base
salary of $425,000, $290,000 and $250,000, respectively, as adjusted annually for increases in the consumer price index. 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.

Messrs. Knup,
Aldridge and Karp received a grant of stock options to purchase 500,000, 145,822 and 150,000 shares of Superior Common Stock, respectively, under the 1996 Stock
Incentive Plan, subject to stockholder approval of an amendment to increase the number of shares of Superior Common Stock available for stock option awards, and an initial grant of 200,000, 100,000
and 30,000 shares of restricted Superior Common Stock on January 2, 2001. Mr. Aldridge also received a replacement stock option grant of 104,178 shares of Superior Common Stock on
January 2, 2001 in exchange for the cancellation of certain outstanding stock options.

The
employment agreements for Messrs. Knup, Aldridge and Karp are for a term ending upon the occurrence of any of the following events: (i) notification by the executive or
the Company to the other that he or it desires to terminate the employment agreement; (ii) death or disability of the executive; (iii) termination by the Company without "cause" or for
"cause"; or (iv) termination by the executive for "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 bonus for the prior year (one times, in the case of Mr. Karp). 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. Karp, 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 $278,892, 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.

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During
the year ended December 31, 2001, Mr. Deedy participated in Alpine's Senior Executive Retirement Plan ("SERP"), an unfunded defined benefit plan. Under the SERP,
Mr. Deedy 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 Alpine,
the Company and certain other employers. As of December 31, 2001, the estimated years of credited service for Mr. Deedy was 17 years.

Compensation Committee Interlocks and Insider Participation

Messrs. Connell, Elbaum and Levenson 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.

The following table contains information as of April 8, 2002 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 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.

11

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|                                                                                            |  | Common Stock
|------------------------------------------------------------------------------------------- |  | ------------
|
|The Alpine Group, Inc.                                                                      |  | 10,660,371  
|Steven S. Elbaum                                                                            |  | 11,505,632  
|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 |  | 1,437,117   
|Stephen C. Knup                                                                             |  | 372,363     
|David S. Aldridge                                                                           |  | 200,967     
|Justin F. Deedy, Jr.                                                                        |  | 163,105     
|Harold C. Karp                                                                              |  | 80,542      
|Bragi F. Schut                                                                              |  | 72,949      
|Robert J. Levenson                                                                          |  | 50,099      
|Charles Y.C. Tse                                                                            |  | 37,224      
|Eugene P. Connell                                                                           |  | 33,329      
|Kenneth G. Byers, Jr.                                                                       |  | 31,145      
|John C. Jansing                                                                             |  | 26,891      
|James R. Kanely                                                                             |  | 19,596      
|All directors and executive officers as a group                                             |  | 12,482,725  

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Item 13. Certain Relationships and Related Transactions

On October 2, 1996, at the time of Superior TeleCom's initial public offering, Alpine entered into an agreement (as amended and extended to date, the
"Services Agreement") with Superior TeleCom. Pursuant to the Services Agreement, Alpine provides management and other services to Superior TeleCom. In exchange for such services, Superior TeleCom pays
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

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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 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 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.

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, 2001, the
Company paid to Alpine $86,008 in maintenance fees and $125,881 in usage fees, which amounts represent the maintenance and usage fees allocable to the Company's usage of the aircraft.

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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

| |  | 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 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/EUGENE P. CONNELLEugene P. Connell         |  | 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/ROBERT J. LEVENSONRobert J. Levenson       |  | Director                                                                           |  | April 30, 2002
|                                              |  |                                                                                    |  |               

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|/s/BRAGI F. SCHUTBragi F. Schut       |  | Director |  | April 30, 2002
|------------------------------------- |  | -------- |  | --------------
|/s/CHARLES Y. C. TSECharles Y. C. Tse |  | Director |  | April 30, 2002

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