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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2001

OR

For the transition period from                              to                             

Commission file number 1-9078

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

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

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

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. o

        At March 25, 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 voting stock held by non-affiliates of the registrant on such date was approximately $16.0 million based on the closing price of $1.54 per share of such common stock on such date.

DOCUMENTS INCORPORATED BY REFERENCE

        Proxy Statement for the Company's Annual Meeting of Stockholders in Part III of this Form 10-K.

PART I

Item 1. Business

        The Alpine Group, Inc. (together with its subsidiaries, unless the context otherwise requires, "Alpine" or the "Company") is an industrial holding company which over the past five years has held major investments in three substantial industrial manufacturing companies including: Superior TeleCom Inc. (NYSE: SUT), PolyVision Corporation and Premier Refractories Inc.

        In August 1999, Alpine sold its common equity interest in Premier Refractories Inc. ("Premier") to the Cookson Group, plc ("Cookson") a diversified materials company traded on the London Stock Exchange. The Company received total proceeds from the sale of approximately $139 million principally in the form of Cookson ordinary shares and recorded an after tax gain of approximately $35 million for the year ended December 31, 1999.

        In November 2001 Alpine sold its common and preferred stock interest in PolyVision Corporation ("PolyVision") to Steelcase Inc. (NYSE: SCS) a major manufacturer of office furniture and integrated office environment products. Total proceeds received by Alpine from the PolyVision sale amounted to approximately $41 million and the Company reported a pretax gain from such sale of $8.4 million for the year ended December 31, 2001.

        With the sale of Premier and PolyVision, the Company's principal investments as of December 31, 2001 include (i) a 50.2% common equity ownership in Superior TeleCom Inc. ("Superior"), (ii) a remaining investment of 14.3 million ordinary shares of Cookson (which represents less than 2% of Cookson ordinary shares) and (iii) $33.2 million in corporate cash and cash equivalents.

        As a 50.2% owned subsidiary, the operating results and balance sheet of Superior are consolidated with Alpine. As discussed further herein, Superior has a highly leveraged capital structure with approximately $1.3 billion in debt. However, Alpine has not guaranteed and is not liable for Superior's debt (other than guarantees with respect to certain capital lease arrangements). Included in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" is an analysis of Alpine's balance sheet and capital structure excluding the impact on Alpine of Superior's leveraged balance sheet and capital structure.

        The remainder of the information incorporated into Item 1. "Business" addresses principally the business and operations of Superior.

        Alpine was incorporated in New Jersey on May 7, 1957 and reincorporated in Delaware on February 3, 1987.

Superior Telecom Inc.

General

        Superior TeleCom Inc. (together with its subsidiaries, unless the context otherwise requires, "Superior") is the largest wire and cable manufacturer in North America and the fourth largest in the world. Superior manufactures wire and cable products for the communications, original equipment manufacturer, or "OEM", and electrical markets. Superior is a leading manufacturer and supplier of communications wire and cable products; magnet wire and insulation materials for motors, transformers and electrical controls; and building and industrial wire for applications in commercial and residential construction and industrial facilities. Superior operates 30 manufacturing facilities in the United States, Canada, United Kingdom, Israel and Mexico.

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Organizational History

        Superior was incorporated in July 1996 as a wholly-owned subsidiary of Alpine. In October 1996, Alpine completed a reorganization whereby all of the issued and outstanding common stock of two of Alpine's wholly-owned subsidiaries, Superior Telecommunications Inc. and DNE Systems, Inc., were contributed to Superior. Immediately thereafter, Superior completed an initial public offering of its common stock, pursuant to which Alpine's common stock ownership position in Superior was reduced to approximately 50.1%. As a result of treasury stock repurchases, stock grants and other transactions, Alpine's December 31, 2001 common stock interest in Superior was 50.2%.

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

Acquisitions

        During the period 1995-1998 Superior, including its predecessors, completed two significant acquisitions resulting in a major consolidation of the North American wire and cable industry. In May 1995, Superior Telecommunications Inc. acquired the North American copper telecommunications wire and cable operations of Alcatel N.A. Cable Systems, Inc. and Alcatel Canada Wire, Inc. With this acquisition, Superior became the largest North American manufacturer of copper communications wire and cable.

        In November 1998, Superior, through a wholly-owned subsidiary, acquired approximately 81% of the outstanding shares of common stock of Essex International Inc. ("Essex") through a cash tender offer for an aggregate price of approximately $770 million. Then, in March 1999, Essex merged with Superior's wholly-owned subsidiary, pursuant to which the holders of the remaining 19% of the outstanding shares of common stock of Essex received, in the aggregate, $167 million liquidation value of an 8¹/2% trust convertible preferred security of Superior Trust I, a Delaware trust in which Superior owns all the common equity interests. Essex, through its subsidiaries, manufactured and distributed wire and cable products, including magnet wire, building wire and copper communications wire and cable. As a result of the acquisition of Essex, Superior became the largest wire and cable manufacturer in North America and the fourth largest wire and cable manufacturer in the world.

        During 1998, Superior also expanded its international operations with the acquisition of a 51% controlling interest in Cables of Zion United Works, Ltd. ("Cables of Zion"). Cables of Zion was an Israel-based cable and wire manufacturer whose primary products included fiber and copper communications wire and cable and power cable. Cables of Zion products were sold primarily into the Israeli and European markets. During 1998 and 1999, Cables of Zion also acquired two other wire and cable companies in Israel, Cvalim-The Electric Wire & Cable Company of Israel Ltd. and Pica Plast Limited. As a result of these acquisitions, Cables of Zion, which changed its name to Superior Cables Limited, became the largest wire and cable manufacturer in Israel with an approximate 80% market share. The operations of Superior Cables Limited, including the acquired operations of Cvalim and Pica Plast, are hereinafter referred to as "Superior Israel".

Corporate Reorganization and Operational Restructurings

        During 1999 and 2000, Superior completed a significant corporate reorganization at Essex and a major restructuring of certain operations of Essex, including the sale of non-strategic business lines and the rationalization of certain manufacturing assets. In April 1999, Superior completed a corporate reorganization which included the elimination of more than 130 corporate and divisional general and administrative positions at Essex. Annual savings in corporate expenses from these personnel reductions, along with other corporate general and administrative cost reductions and synergies, approximated $25 million. Superior also divested non-core product lines, including the sale of the business and operating assets of Essex's insulation products business in October 1999 and its Interstate

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operations (wiring assemblies for trucks and buses) in December 1999. Additionally during this period, Superior completed a restructuring and rationalization of the operating assets comprising Essex's Electrical Group which included the shutdown or sale of six electrical wire manufacturing plants with the Electrical Group manufacturing operations being consolidated into six remaining facilities. This restructuring resulted in the elimination of approximately 600 positions and a reduction of 22% in the Electrical Group's manufacturing capacity, all of which was considered excess capacity. As a result of the above mentioned activities, Superior had eliminated by December 31, 2001 approximately 1,100 positions in the aggregate, a 25% reduction in Essex's total workforce since the beginning of 1999.

        During 2001 and in response to weak economic and business conditions, Superior further reduced its production and manufacturing costs through a combination of permanent job eliminations and temporary plant shutdowns and short-term furloughs and layoffs. During 2001, Superior's work force was reduced by an additional 677 employees through permanent job eliminations.

Recent Debt Amendments

        During 2001 and through March 31, 2002, Superior completed three major amendments to its principal bank credit agreements. In June 2001, Superior completed an amendment to its senior secured bank credit agreement which included, among other matters, a provision requiring that Superior complete a deleveraging event, in the form of an asset sale or other equity transaction, that would generate at least $175 million in net proceeds to be applied to senior secured debt reduction by July 1, 2002. As a result of this amendment, Superior initiated a process in August 2001 contemplating the sale of its Communications Group operations. Due to the slowing U.S. economy, the events of September 11, 2001 and the ensuing impact on the financial and capital markets, Superior announced in December 2001 that it was postponing this asset sale process until business and economic conditions improved and the financial and capital markets stabilized. On December 27, 2001, Superior entered into a subsequent amendment to its senior secured bank credit agreement which extended the date for completion of the asset sale or other equity transaction and $175 million debt repayment through January 3, 2003. In March 2002, Superior entered into a further amendment to its senior bank credit agreement which eliminated the requirement that it repay $175 million of its senior secured bank debt by January 3, 2003. The March 2002 amendment also deferred until January 31, 2003 certain term loan principal amortization requirements otherwise due in 2002 and modified certain financial covenants for 2002 lowering the minimum operating performance hurdles for compliance. As a result of the March 2002 amendment, Superior will not be required to complete a deleveraging event, in the form of an asset divestiture or other equity transaction during 2002. However, Superior will continue to consider asset divestitures as a possible course of action for further deleveraging Superior's balance sheet based on economic conditions, financial markets and asset valuations.

        Superior's capital structure is highly leveraged and Superior continues to be exposed to liquidity risks associated with, among other factors, the requirement that it comply with various financial covenants imposed by its senior secured bank credit agreement and the uncertainty of future operating results and other factors, such as working capital changes (including the impact of changes in vendor trade credit arrangements) that may impact Superior's liquidity on an ongoing basis. For further discussion of these matters, see Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources."

Communications Group

        Superior's Communications Group includes its North American communications wire and cable operations as well as the operations of Superior Israel.

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        The Communications Group North American operations manufacture and sell the following communications wire and cable products:

(1)

Copper outside plant ("OSP") wire and cable for voice and data transmission, used in the distribution or local loop portion of the telecommunications infrastructure, principally by the local exchange carriers ("LECs");



(2)

Fiber optic OSP cable products used principally for trunking and feeder applications in local exchange, CATV, and long distance networks; and OSP composite (or hybrid) cables (including fiber optic/twisted pair and coaxial/twisted pair cables) for local exchange feeder, distribution and service wire applications; and



(3)

Copper and fiber optic premise wire and cable used within homes, offices and switching structures for local area networks ("LANs"), Internet connectivity and other applications.

        Superior is the largest manufacturer of copper communications cable in North America, and the largest manufacturer of copper OSP wire and cable products worldwide.

        The Communications Group North American operations also include the operations of DNE Systems, Inc. ("DNE"). DNE designs and manufactures data communications equipment, integrated access devices and other electronic equipment for defense, government and commercial applications. DNE's net sales are not material in relation to the total net sales of the Communications Group.

Current Business Environment

        The Communications Group North American operations experienced reduced demand levels in 2001 in each of the Communications wire and cable product sectors delineated above. These reduced demand levels particularly impacted the fourth quarter of 2001 and continue to impact demand through the early portion of 2002.

        In the copper OSP wire and cable product sector, revenues declined 25% in the fourth quarter of 2001 as compared to the 2001 third quarter and were 31% below comparative revenues in the fourth quarter of 2000, reflecting substantial infrastructure spending reductions initiated by the regional Bell operating companies ("RBOCs") and independent telephone operating companies during the latter half of 2001. In addition, four of the major telephone operating companies experienced negative access line growth in the local loop in 2001 which contributed to reduced demand for copper OSP products. Forecasts for capital spending by major telephone operating companies for 2002 are below levels experienced in 2000 and 2001. As discussed further herein, Superior believes that more than 50% of its copper OSP product sales are associated with repair and maintenance applications within the local loop. Thus, while there can be no certainty, Superior believes that demand for copper OSP products will improve later in 2002 since, in management's opinion, expenditures for maintenance and repair cannot be deferred indefinitely.

        In the fiber optic OSP cable product sector, the dramatic growth in demand for fiber optic OSP products experienced over the past 3-5 years came to an abrupt halt in 2001, with demand declining by approximately 60% in the second half of 2001 compared to the first half of the year. Pricing levels also declined over this same period. The significant reduction in demand for fiber OSP products is believed to be attributable to the substantial overbuild over the past several years of long haul fiber optic networks by emerging, as well as established, long distance companies, and, to a lesser degree, CATV operators and major telephone companies.

        In the copper and fiber optic premise product sector, demand for LAN and voice cable declined approximately 20-25% in 2001 as compared to 2000 with an attendant impact on the pricing in these markets. Reduction in demand for premise products is principally associated with reductions in overall

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investments in telecom projects including reduced spending for computer networks and other information technology infrastructure projects.

        In response to the continued weak demand in early 2002, the Communications Group closed its manufacturing facility in Elizabethtown, Kentucky in March. This closure, representing approximately 15% of the Communications Group total capacity, will permit the Communications Group to permanently eliminate the fixed and variable costs associated with this facility and redistribute its production requirements to operate its remaining facilities in a more cost-efficient manner without loss of service to its customers. Including the headcount reductions associated with this closing, the Communications Group has permanently reduced its employee workforce by more than 22% since the beginning of 2001.

Copper OSP Products

        Copper wire and cable are the most widely-used media for voice and data transmission in the local loop portion of the traditional telecommunications infrastructure operated by the LECs, which include the RBOCs and the independent telephone operating companies. The local loop is the segment of the telecommunications network that connects the customer's premises to the nearest telephone company switching center or central office. Superior believes that copper will continue to be a leading transmission medium in the local loop due to factors such as:

•

the installed base of copper cable and associated switches, connectors and other accessory components represents an investment of over $150 billion that must be maintained by the LECs;



•

the lower installation costs of copper compared to optical fiber and other media;



•

technological advances, such as digital subscriber line ("xDSL") technologies that increase the bandwidth of the installed local loop copper network;



•

the demand by consumers for affordable enhanced services which, because of technological advances, can be supported by the copper-based local loop; and



•

the demand for affordable multiple residential access lines to support fax machines, Internet access and multiple voice lines.

        Demand for copper OSP wire and cable is dependent on several factors, including the rate at which new access lines are installed in homes and businesses, the level of infrastructure spending for items such as road-widenings and bridges, which generally necessitates replacement of existing utilities including telephone cable, and the level of general maintenance spending by the LECs. The installation of new access lines is, in turn, partially dependent on the level of new home construction and expansion of business.

        The local loop comprises approximately 185 million residential and business access lines in the United States. The installed base of copper wire and cable and associated switches and other components utilized in the local loop represents an investment of over $150 billion that must be maintained by the LECs. Although other media, such as fiber optic cable, are used for trunk lines between central offices and for feeder lines connecting central offices to the local loop, a substantial portion of all local loop lines and systems continue to be copper-based. Superior believes that in the local loop, copper-based networks require significantly lower installation costs than other alternative networks such as fiber optics.

        Copper usage in the local loop continues to be supported by technological advances that expand the use and bandwidth of the installed local loop copper network. These technologies, together with regulatory developments and increased competition among service providers, have accelerated the demand for and the introduction of new high-speed and bandwidth-intensive telecommunications services, such as integrated voice and data, broadcast and conference quality video, Internet, high-speed

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LAN-to-LAN connectivity and other specialized bandwidth-intensive applications, all of which can now be provided over the copper based local loop network.

        Superior's copper OSP products include distribution cable and service wire products, ranging in size from a single twisted pair wire to a 4,200-pair cable. The basic unit of virtually all copper OSP wire and cable is the "twisted pair," a pair of insulated conductors twisted around each other. Twisted pairs are bundled together to form communications wire and cable. Superior's copper OSP wire and cable products are differentiated by a multitude of design variations, depending on where the cable is to be installed. Copper OSP products normally have metallic shields for mechanical protection and electromagnetic shielding, as well as an outer polyethylene jacket.

        For the year ended December 31, 2001, net sales of copper OSP products accounted for 63% of the Communications Group net sales.

        Superior has historically been a key supplier of copper OSP wire and cable to the RBOCs and Sprint Corporation. It is estimated that the RBOCs and Sprint comprise approximately 80% of the North American copper OSP market. The remaining 20% of the North American market is comprised of more than 1,200 smaller independent telephone companies. Prior to the Essex acquisition, Superior was not a major supplier to the smaller independent telephone companies due to capacity constraints and lack of established distributor relationships. The Essex acquisition provided Superior both the capacity and the established distributor network to address this market. For the year ended December 31, 2001, 56% of Superior's copper OSP net sales were to the RBOCs and Sprint. Superior sells to the RBOCs and major independent telephone companies through a direct sales force. With the acquisition of Essex, Superior's OSP wire and cable products are increasingly being sold through domestic and international distributors and sales representatives.

        Superior's sales to the RBOCs and the major independent telephone operating companies are generally pursuant to multi-year supply arrangements in which the customer agrees to have Superior supply a certain portion of the customer's OSP wire or cable needs during the term of the arrangement. Typically, customers are not required to purchase any minimum quantities of product under these arrangements. At December 31, 2001, Superior had multi-year arrangements with three of the four RBOCs and with Sprint.

Broadband Products

        Superior's broadband products include: (1) OSP fiber and composite cables and (2) copper and fiber optic premise wire and cable products. These products are designed to meet the highest bandwidth requirements necessary in trunking and feeder applications to service the growing demand for increasing transmission rates within the copper based local loop distribution network and to service the high transmission rate requirements of local area and wide area networks. Sales of broadband products for the year ended December 31, 2001 accounted for 15% of the Communications Group net sales.

Fiber Optic OSP Products

        For many years the use of fiber optic OSP cable was principally limited to trunking applications and, to a lesser degree, high density feeder applications within the local exchange network. During this period the fiber optic OSP cable market was dominated by major vertically integrated optical fiber producers, including Corning, Inc. and Lucent Technologies Inc., who held significant technological and cost advantages. Prior to 2001, the demand for fiber optic cable increased dramatically in the feeder network as a funnel to support the emerging high bandwidth digital copper loops and as both a backbone and distribution medium for CATV applications. Technological advances have now allowed other manufacturers to cost efficiently produce fiber optic OSP cable products and effectively compete with the major vertically integrated fiber optic cable producers.

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        The fiber optic OSP cables Superior manufacturers can be used in a variety of installations such as aerial, buried and underground conduit and can be configured with two to over 280 fibers, which are typically single-mode fibers. These cables are sold to Superior's traditional customers, such as distributors and LECs (including the RBOCs), as well as new customers, such as CATV companies and campus networks. Superior estimates the North American market for fiber optic OSP cables similar to those manufactured by Superior to be approximately $1.9 billion.

Premise Products

        Premise wire and cable is used within buildings to provide connectivity for telecommunications networks and LANs and within switching structures to connect various electronic switching and testing components. Rapid technological advances in communication and computer system capabilities have created increasing demand for greater bandwidth capabilities in wire and cable products. Demand for premise wire and cable products is dependent upon new office building construction, technological upgrades of existing office buildings networks and residential access line demand.

        There are two primary applications for communications wiring systems within buildings: voice applications, estimated at 15% of new wiring system investment and data applications, estimated at 85% of new wiring system investment. The primary voice application consists of networking telephone stations. The primary data application is LANs, which require the wired interconnection of workstations and peripherals, such as printers and file servers, to form a network.

        Four major types of cables are currently deployed in premise applications: (1) LAN copper twisted pair (unshielded twisted pair or "UTP" and shielded twisted pair or "STP"), (2) LAN fiber optic cable, (3) LAN coaxial cable and (4) voice grade twisted copper pair.

        Superior's current premise wire and cable product offerings include voice grade twisted pair, LAN UTP and LAN fiber optic cable. Superior's LAN UTP product offerings include Category 6 cables and Category 5e cables ranging in size from 4-pair to 25-pair. These cables are designed and manufactured for use in both plenum (horizontal) and riser (vertical) applications. Superior has recently developed and has begun manufacturing, marketing and selling LAN fiber optic cables. These cables, which may be used for LAN trunking or distribution applications, contain from one to 144 fibers, and are used in plenum and riser applications within buildings.

        Superior's premise wire and cable products are sold primarily through major national and international distributors, smaller regional distributors who in turn resell to contractors, international and domestic telephone companies and private overseas contractors for installation in industrial, commercial and residential markets.

        The premise wire and cable market is fragmented with nearly 25 premise wire and cable manufacturers in North America and more than 75 worldwide. Major suppliers in North America include Lucent Technologies Inc., Cable Design Technologies Corporation, Berk-Tek, Belden Inc., CommScope Inc., General Cable Corporation, Corning, Inc. and Avaya Inc. Superior estimates the North American market for premise wire and cable products similar to those manufactured by Superior to be approximately $1.7 billion.

Superior Israel

        As previously discussed, during 1998 Superior acquired 51% of the outstanding common stock of Cables of Zion, an Israeli wire and cable company. Cables of Zion, in subsequent transactions, acquired the business and certain operating assets of Cvalim and Pica Plast. With the consolidation of these three businesses, Superior Israel is the largest Israeli wire and cable manufacturer with an approximate 80% share of the Israeli wire and cable market.

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        Superior Israel's major product offerings include: (1) communications cable including copper and fiber optic OSP and premise products; (2) high and medium voltage power cable utilized by power utilities; and (3) industrial and automotive wire and cable.

        Superior Israel's major customers include the two largest public utilities in Israel: Bezeq, the largest Israeli telephone company and IEC, the largest Israeli power utility. Product export sales outside of Israel amounted to 29% of total sales for the year ended December 31, 2001. The major export markets include Europe, Latin America and Southeast Asia.

        As a result of the combination of the operations of Cables of Zion, Cvalim and Pica Plast, Superior has consolidated certain manufacturing facilities and administrative functions. This restructuring resulted in closure of five manufacturing facilities, closure of administrative offices in Rishon LeZion and elimination of 299 personnel to date. Superior Israel currently operates three manufacturing plants.

OEM Group

        Superior's OEM Group develops, manufactures and markets magnet wire and other related products to major OEMs for use in motors, transformers and electrical controls. Through its Essex Brownell distribution business, Superior also distributes its magnet wire and certain related accessory products to smaller OEMs as well as to motor repair facilities.

        In 1998, Essex, prior to its acquisition by Superior, acquired BICC's UK-based magnet wire operations. This acquisition allows Superior to participate in growth arising from the consolidation of the Western European magnet wire market and from economic growth and development in Eastern Europe. During 2000, Superior substantially completed construction of a new magnet wire manufacturing facility located in Torreon, Mexico. This new facility is strategically located to service, on a cost effective basis, major U.S. OEM customers with Mexican manufacturing locations as well as to service directly new market opportunities in Mexico and Central America. In the fourth quarter of 2001, the Company was granted a full maquila permit allowing it to manufacture, market and distribute a full range of products to Mexican national companies. With the addition of the Torreon facility, the OEM Group operates 12 manufacturing plants and 21 warehousing and distribution locations in North America and the U.K.

        For the year ended December 31, 2001, sales of magnet wire accounted for 74% of the OEM Group net sales.

Magnet Wire

        Superior is the leading manufacturer and supplier of magnet wire in the North American market. Magnet wire is used in electrical motors, with the principal end market applications including electrical motors used in automotive and industrial applications, and for appliances. Magnet wire is also used in transformers for power generation by power utilities and for power conversion and electrical controls in industrial applications.

        Due to the weak industrial economic environment, the North American market for magnet wire declined by an estimated 10-15% during 2001 resulting in a reduction in net sales of magnet wire products in 2001. Although sales of automobiles were at record levels during 2001, magnet wire producers did not experience significant gains from this sector as auto manufacturers reduced inventories and automobile production did not keep pace with sales. Additionally, the demand for household appliances, industrial motors, compressors, transformers and generators experienced a marked decline in 2001. However, over the long-term, Superior believes there will be growth in the magnet wire industry driven by increasing demand for electrical devices containing motors for, among other things, home appliances and automobiles. The automotive industry's shift to a 42-volt electrical system should also stimulate demand for magnet wire as more electrical systems and components are

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added to vehicles. Additionally, federal government mandates are requiring higher energy efficiency from electrical devices, which is achieved by using, on average, 25% more magnet wire in higher efficiency motors and transformers.

        Due to the substantial initial capital costs associated with magnet wire production, the importance of consistent quality, stringent technological requirements and the cost advantages of larger magnet wire producers, significant industry consolidation has occurred during the past ten years in the North American magnet wire industry. In addition, the percentage of domestic magnet wire produced by independent magnet wire manufacturers, such as Superior, has grown over the last several years as the manufacturing capacity of captive magnet wire producers (electrical equipment manufacturers who internally produce their own magnet wire) has declined as a result of outsourcing. It is estimated that captive magnet wire manufacturers now represent only 7% of total magnet wire production in North America.

        Superior offers a comprehensive line of magnet wire products including over 500 types of magnet wire used in a wide variety of applications. Magnet wire is insulated copper or aluminum wire that is wound into coils for use in electromagnetic devices including motors, alternators, transformers, control devices and power generators.

        Superior works closely with global OEMs to develop new magnet wire products for applications in energy efficient motors, generators and transformers. In recent years, Superior has introduced the Ultra Shield™ Plus wire for use by global OEM motor manufacturers in inverter drive motors where high voltage spikes are encountered. Other new products include Soderon®/180 and Soderex®/180 both used in appliance controls in higher temperature applications. These products allow for increased throughput with faster soldering times than conventional high temperature type products. Superior is also a leader in product palletizing and packaging with a focus on ease of handling, reduced freight damage, environmental disposal issues and cost reduction.

        Superior's magnet wire products are sold directly to major OEMs and, through its Essex Brownell distribution business, to secondary OEMs, aftermarket repair facilities, coil manufacturers and distributors. Products are also marketed internationally through authorized distributors.

        Sales to major OEMs, including, among others, Emerson, Delphi Automotive Systems, A.O. Smith, Howard Industries, Cooper Power and Tecumseh, are typically pursuant to annual or multi-year supply agreements with a percentage of each customer's total requirements awarded at a negotiated fixed price, subject to adjustment for the cost of copper. For the year ended December 31, 2001, approximately 84% of magnet wire sales were pursuant to such supply arrangements.

Essex Brownell Distribution and Accessory Products

        Through its Essex Brownell distribution operations, Superior sells magnet wire, insulation and other related accessory products to the motor repair and secondary OEM markets. The Essex Brownell distribution operations include a nationwide sales force, supported by over 20 strategically located distribution and warehouse locations. In addition to magnet wire, the Essex Brownell line includes products from manufacturers such as 3M, Permacel, Dow Corning and P.D. George. Superior believes that it has a distinct competitive advantage as it is the only major North American magnet wire producer that also distributes a full line of complementary electrical accessory products used by the motor repair and secondary OEM markets.

Electrical Group

        Superior's Electrical Group manufactures and distributes a complete line of building wire products as well as a limited line of industrial wire products. As discussed above in "Recent Corporate Reorganization and Operational Restructurings", the Electrical Group has consolidated its manufacturing operations reducing its manufacturing facilities from twelve to six remaining

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manufacturing facilities in the United States. This manufacturing consolidation eliminated excess capacity and has resulted in lowered manufacturing cost and an overall improved cost structure.

        Building wire products include a wide variety of thermoplastic and thermoset insulated wires for the commercial and industrial construction markets and service entrance cable, underground feeder wire and nonmetallic jacketed wire and cable for the residential construction market. These products are generally installed behind walls, in ceilings and underground. The industrial wire product segment (which forms a much smaller component of sales than building wire) includes appliance wire, motor lead wire, bulk flexible cord, power supply cord sets, welding cable and recreational vehicle wire.

        Superior is one of the leading manufacturers in North America of copper building wire products used in commercial and residential applications. Demand for building wire is correlated with the level of renovation activity, as well as new construction. The demand for building wire in both new construction and renovation is affected by the increased number of circuits and amperage handling capacity needed to support the increasing demand for electrical services. In addition, greater wiring density is required in new construction and renovation projects to provide for the electrical needs of appliances such as trash compactors, microwave ovens, air conditioners, entertainment centers, lighting and climate controls, specialty lighting and outdoor lighting systems. New home automation and computer systems contribute to the increased cable and wire density requirements in new and renovation construction as well. The average new home is increasing in size and thus influencing demand in this industry.

        The building wire industry has experienced significant consolidation in recent years, declining from approximately 30 manufacturers in 1980 to 8 primary manufacturers in 2001. Superior believes this consolidation is due primarily to cost efficiencies achieved by the larger building wire producers as they capitalize on the benefits of vertical integration and manufacturing, purchasing and distribution economies of scale. In 2001, there was a major industry consolidation between Superior's two largest competitors, with Southwire acquiring the building wire operations of General Cable. With the acquisition, Southwire became the largest manufacturer of building wire with an approximate 40% market share. Notwithstanding this consolidation of suppliers, there still exists excess manufacturing capacity for building wire which is generally viewed as a commodity product. As a result, the market is extremely competitive, with price and availability being the most important factors. Since 1999, market pricing for building wire products has declined substantially with copper adjusted pricing reaching five year lows in 2001. As previously discussed, Superior has responded to these conditions by eliminating excess capacity and consolidating remaining production capacity to achieve cost reductions necessary to offset, in part, the impact of the recent period price declines.

        In the industrial wire market, Superior has a significantly smaller market position than in the building wire industry. Factors impacting sales growth in this market include the construction and expansion of manufacturing plants and consumer spending for hard goods. Due to the diversity of product offerings within this industry, Superior's competition is fragmented across product lines and markets served.

        Superior sells its electrical wire and cable products nationally through an internal sales force and through manufacturers' representatives. Its customer base is large and diverse, consisting primarily of wholesale electrical and specialty distributors, consumer product retailers and hardware wholesalers. No single customer accounts for more than 10% of the Electrical Group net sales.

        Superior serves wholesale electrical and specialty distributors through strategically located regional distribution centers ("RDCs"). These RDCs provide for centralized stocking of "off-the-shelf" products including substantially all of Superior's building and industrial wire products. To a lesser degree, these RDCs provide regionally centralized distribution for communication wire and cable, magnet wire and related insulation products. Superior currently operates four RDCs located in Georgia, Missouri, California and Indiana.

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Raw Materials and Manufacturing

        The principal raw materials used by Superior in the manufacture of its wire and cable products are copper, aluminum, bronze, steel, optical fibers and plastics such as polyethylene and polyvinyl chloride. Copper rod is the most significant raw material used in Superior's manufacturing process. Superior estimates it is the largest North American consumer of copper rod with over 900 million pounds used annually in its production process. Due to the importance of copper to its business, Superior maintains a centralized metals operation that manages copper procurement and provides vertical integration in the production of copper rod and in scrap recycling.

        Superior maintains four copper rod continuous casting units strategically located in proximity to many of its major wire producing plants to minimize freight costs. These facilities convert copper cathode into copper rod which is then shipped and utilized directly in Superior's manufacturing operations. Through these continuous casting units, Superior is able to produce approximately 70% of its North American copper rod requirements.

        In addition to converting copper cathode into copper rod, Superior's also has a metal processing center which processes copper scrap, both internally generated scrap as well as scrap purchased from other copper wire producers. Copper scrap is processed in rotary furnaces, which also have refining capability to remove impurities. Superior uses a continuous casting process to convert scrap material directly into copper rod. Management believes that internal reclamation of scrap copper provides greater control over the cost to recover Superior's principal manufacturing by-product.

        Superior purchases copper cathode and, to the extent not provided internally, copper rod from a number of copper producers and metals merchants. Generally, copper cathode and rod purchases are pursuant to supply agreements which extend for a one-year period and are normally based on the COMEX price and, in the case of rod, an adder to reflect cathode conversion, plus a premium to cover transportation and payment terms.

        Historically, Superior has had adequate supplies of copper available to it from producers and merchants, both foreign and domestic. In addition, competition from other users of copper has not affected Superior's ability to meet its copper procurement requirements. Although Superior has not experienced any shortages in the recent past, no assurance can be given that Superior will be able to procure adequate supplies of its essential raw materials to meet its future needs.

        The cost of copper has been subject to considerable volatility over the past several years. Fluctuations in the cost of copper have not had a material impact on profitability due to the ability of Superior in most cases to adjust product pricing in order to properly match the price of copper billed with the copper cost component of its inventory shipped. Additionally, Superior, to a limited extent, utilizes COMEX fixed price futures contracts to manage its commodity price risk. Superior does not hold or issue such contracts for trading purposes.

        During 1999 and 2000, availability of optical fiber was limited at times due to rapid growth in product demand. Demand for optical fiber declined dramatically in 2001 resulting in substantial excess capacity for optical fiber. Accordingly, the Company does not anticipate any shortfall in meeting its procurement requirements for optical fiber in the foreseeable future.

        In addition to copper rod, Superior is also vertically integrated in the production of magnet wire enamels and extrudable polymeric compounds. Superior believes one of its primary cost and quality advantages in the magnet wire business is the ability to produce most of its enamel and copper rod requirements internally. Similarly, Superior believes its ability to develop and produce PVC and rubber compounds, which are used as insulation and jacketing materials for many of its building wire, communication wire and industrial wire products, provides competitive advantages because greater control over the cost and quality of essential compounds used in production can be achieved.

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Export Sales

        Superior's export sales during the year ended December 31, 2001 were $140.5 million. Superior's primary markets for export sales are Latin America and Europe.

Backlog; Returns

        Backlog in the communications wire and cable segment typically consists of 2-5 weeks of sales depending on seasonal and overall industry demand issues. Superior's other product lines have no significant order backlog because Superior follows the industry practice of stocking finished goods to meet customer demand on a just-in-time basis. The Company believes that the ability to supply orders in a timely fashion is a competitive factor in the markets in which Superior operates. Historically, sales returns have not had a material adverse effect on the Company's results of operations.

Competition

        The market for wire and cable products is highly competitive. Each of Superior's businesses competes with at least one major competitor. However, due to the diversity of Superior's product lines as a whole, no single competitor competes with Superior across the entire spectrum of Superior's product lines.

        Many of Superior's products are made to industry specifications and, therefore, may be interchangeable with competitors' products. Superior is subject to competition in many markets on the basis of price, delivery time, customer service and its ability to meet specialty needs. The Company believes that Superior enjoys strong customer relations resulting from its long participation in the industry, emphasis on customer service, commitment to quality control, reliability and substantial production resources. Furthermore, the Company believes that Superior's distribution networks enable it to compete effectively with respect to delivery time.

Research And Development

        Superior operates research and development facilities in Kennesaw, Georgia, Lafayette, Indiana and Fort Wayne, Indiana. The Kennesaw facility's efforts primarily address the needs of the Communications Group premise product lines and product cost-reduction activities. The Lafayette facility is focused on the development of improved PVC and rubber compounds which are used as insulation and jacketing materials for many communication, automotive, building and industrial wire products. At the Fort Wayne facility, Superior's metallurgical and chemical labs are focused on the development of magnet wire metal properties and processing qualities, as well as enhancement of enamels and their application in the magnet wire manufacturing process.

        Aggregate research and development expenses during the fiscal year ended April 30, 1999, the eight months ended December 31, 1999 and the years ended December 31, 2000 and 2001 amounted to $5.1 million, $4.1 million and $7.2 million and $9.0 million, respectively.

        Although Superior holds certain trademarks, licenses and patents, none is considered to be material to its business.

Employees

        As of December 31, 2001, the Company employed approximately 5,300 employees substantially all of which are employees of Superior. Approximately 1,989 persons employed by the Company are represented by unions. The Company closed its Elizabethtown, Kentucky facility in March 2002 reducing the number employed by approximately 200 persons. Collective bargaining agreements expire at various times between 2002 and 2004, with contracts covering approximately 14% of the Company's

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unionized work force due to expire at various times in 2002. The Company considers relations with its employees to be satisfactory.

Environmental Matters

        The manufacturing operations of the Company's subsidiaries are subject to extensive and evolving federal, foreign, state and local environmental laws and regulations relating to, among other things, the storage, handling, disposal, emission, transportation and discharge of hazardous substances, materials and waste products, as well as the imposition of stringent permitting requirements. The Company does not believe that compliance with environmental laws and regulations will have a material effect on the level of capital expenditures of Superior or its business, financial condition, liquidity or results of operations. However, violation of, or non-compliance with, such laws, regulations or permit requirements, even if inadvertent, could result in an adverse impact on the operations, business, financial condition, liquidity or results of operations of Superior. No material expenditures relating to these matters were made in 1999 or 2000. During 2001, expenditures of $1.4 million were made principally related to the installation of air emission control equipment at one of Superior's facilities in Indiana.

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Item 2. Properties

        Alpine conducts its principal operations at the facilities set forth below which primarily represent the facilities of Superior:

(a)

The Elizabethtown, Kentucky facility was closed in March 2002.

(b)

The Franklin, Indiana facility is approximately 70,000 square feet, of which 35,000 square feet is leased to Femco Magnet Wire corporation, a joint venture between Superior and the Furukawa Electric Co., Ltd., Tokyo, Japan. Femco manufactures and markets magnet wire with special emphasis on products required by Japanese manufacturers with production facilities in the United States.

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        In addition to the facilities described in the table above, Superior owns or leases 29 warehousing and distribution facilities throughout the United States, Canada and United Kingdom to facilitate the sale and distribution of its products.

        Superior believes its facilities are generally suitable and adequate for the business being conducted and to service the requirements of its customers. In 2000 and 1999, the utilization of the facilities was consistent with historical patterns and, in the view of management, was satisfactory. Manufacturing facilities operated on 24 hour-a-day schedules on either a five or seven day a week basis. During 2001, Superior experienced a decline in demand for its products due to the overall recessionary environment and certain industry specific conditions. In response, Superior curtailed production at certain facilities and reduced the level of operations in each of its segments at various times during the year. In early 2002, Superior closed its Communications Group facility in Elizabethtown, Kentucky to more closely align the productive capacity of the Communications Group with market demand. Management will continue, as necessary, to take the appropriate actions to adjust its productive capacity.

Item 3. Legal Proceedings

        The Company is engaged in certain litigations arising in the ordinary course of business. While the outcome of these litigations can never be predicted with certainty, the Company does not believe that any of the existing litigation or threatened proceedings either individually or in the aggregate, will have a material adverse effect upon its business, financial condition, liquidity or results of operations.

        Superior's operations are subject to environmental laws and regulations in each of the jurisdictions in which it owns or operates facilities governing, among other things, emissions into the air, discharges to water, the use, handling and disposal of hazardous substances and the investigation and remediation of soil and groundwater contamination both on-site at Superior's past and current facilities and at off-site disposal locations. On-site contamination at certain of Superior's facilities is the result of historic activities, including certain activities attributable to Superior's operations and those occurring prior to the use of a facility by Superior. Off-site liability includes clean-up responsibilities and response costs incurred by others at various sites, under federal or state statutes, for which Superior has been identified by the United States Environmental Protection Agency, or state environmental agency, as a Potentially Responsible Party ("PRP") or the equivalent.

        Essex (including subsidiaries thereof) has been named as a PRP at a number of sites. Most of the sites for which Essex is currently named as a PRP are covered by an indemnity from United Technologies Corporation provided in connection with the February 1988 sale of Essex by United Technologies to Essex. Pursuant to the indemnity, United Technologies agreed to indemnify Essex against losses incurred under any environmental protection and pollution control laws or resulting from, or in connection with, damage or pollution to the environment arising from events, operations or activities of Essex prior to February 29, 1988, or from conditions or circumstances existing at or prior to February 29, 1988. In order to be covered by the indemnity, the condition, event or circumstance must have been known to United Technologies prior to February 29, 1988. The sites covered by this indemnity historically have been handled directly by United Technologies and all payments required to be made have been paid directly by United Technologies. Most of these sites are mature sites where allocations of liability have been settled and remediation is well underway or has been completed. The Company is not aware of any inability or refusal on the part of United Technologies to pay amounts that are owing under this indemnity or any disputes with United Technologies concerning matters covered by this indemnity.

        United Technologies also provided an additional environmental indemnity, referred to as the "basket indemnity." This indemnity relates to liabilities arising from environmental events, conditions or circumstances existing at or prior to February 29, 1988 that only became known to United Technologies in the five-year period commencing February 29, 1988. As to such liabilities, Essex is

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responsible for the first $4.0 million incurred. Thereafter, United Technologies has agreed to indemnify Essex fully for any liabilities in excess of $4.0 million.

        Apart from the indemnified sites, Essex has been named as a PRP or a defendant in a civil lawsuit at eleven sites. Operations of Superior Telecommunications Inc. and DNE have resulted in releases of hazardous substances or wastes at sites currently or formerly owned or operated by such companies. Alpine, as to one site, and Superior Telecommunications Inc., as to one site, are involved in investigatory and remedial activities subject to the oversight of a state governmental authority. Essex is cooperating with a state environmental agency to resolve a notice of violation issued alleging that one of Essex's facilities in Indiana is in violation of that state's air quality rules (the "Air Quality Matter"). Essex anticipates resolving the matter through an agreed administrative order providing for the installation of certain air emission control equipment (which equipment has already been purchased and installed) and possibly a monetary penalty in an amount not yet specified by the state regulatory agency. In or about February 2002, Essex received a Notice of Demand (the "Notice") from the Michigan Department of Environmental Quality ("MDEQ") notifying Essex of its purported legal responsibility for the remediation of contamination at a property that was formerly owned by Essex in Michigan and for reimbursement of the State's past and future response costs associated therewith. The property that is the subject of the Notice was sold many years prior to Superior's acquisition of Essex. Superior has begun to investigate the facts relating to the Notice and is evaluating its potential liability, possible defenses and whether it has claims for indemnification or otherwise against others. Superior has an accrual in the amount of $2.3 million to cover its environmental contingencies as of December 31, 2001. This accrual is based on management's best estimate of Superior's exposure in light of relevant available information. Superior currently does not believe that any of the environmental proceedings in which it is involved, and for which it may be liable, will individually, or in the aggregate, have a material adverse effect upon its business, financial condition, liquidity or results of operations. There can be no assurance that future developments will not alter this conclusion. Except for the Air Quality Matter, none of the sites or matters mentioned above involves the imposition of sanctions, fines or administrative penalties on Superior.

        Since approximately 1990, Essex has been named as a defendant in a number of product liability lawsuits brought by electricians and other skilled tradesmen claiming injury from exposure to asbestos found in electrical wire products produced many years ago. Litigation against various past insurers of Essex who had previously refused to defend and indemnify Essex against these lawsuits was settled during 1999. Pursuant to the settlement, Essex was reimbursed for substantially all of its costs and expenses incurred in the defense of these lawsuits, and the insurers have undertaken to defend, are currently directly defending and, if it should become necessary, will indemnify Essex against such asbestos lawsuits, subject to the terms and limits of the respective policies. The Company believes that Essex's liability, if any, in these matters will not have a material adverse effect either individually, or in the aggregate, upon its business, financial condition, liquidity or results of operations. There can be no assurance, however, that future developments will not alter this conclusion. In January 2002, United Technologies brought a third party claim against Essex in a civil action in Massachusetts. United Technologies had been sued by one of the insurers referenced above for approximately $1.75 million in retrospective premiums that had been calculated in 1999 and 2000, relating to claims that arose while United Technologies owned Essex. United Technologies contends that Essex agreed to pay those premiums in a February 1988 Stock Purchase Agreement and seeks to have Essex held liable to United Technologies if it is required to pay the premiums to the insurer. Essex believes that it has no such obligation under the Stock Purchase Agreement to pay these premiums to United Technologies, that it has other defenses to this and any related claims for retrospective premiums and intends vigorously to defend against the claim, which is still in the very early stages.

        During June 2001 the Company commenced an action in the United States District Court, Southern District of New York (the "Federal Action") against Stephen M. Johnson, its former

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Executive Vice President—Chief Operating Officer ("Johnson"), who was terminated by the Company in May 2001. Under the Federal Action the Company claims, among other things, that Johnson breached his fiduciary obligations to the Company by seeking the position of chief executive officer of another company that Alpine, with Johnson's involvement, was in the midst of attempting to acquire during the summer of 1998, thereby causing the proposed acquisition to abort. This claim under the Federal Action has survived a motion to dismiss and seeks damages in the amount of $20 million. In July 2001, Johnson commenced an action against the Company in New York State Supreme Court, New York County (the "State Action") claiming that Alpine breached his employment agreement with the Company, that the Company withheld monies due him in connection with his employment and discriminated against him on account of his disability and age in respect to the terms and conditions of his employment in violation of New York State and New York City laws. Johnson is seeking damages in an amount which he alleges to exceed $10 million. Alpine believes that it did not breach Johnson's employment agreement nor discriminate against him in violation of applicable law, and intends to assert a counterclaim against Johnson, and vigorously to defend against the claims made under the State Action, which is still in its very early stages.

Item 4. Submission Of Matters To A Vote Of Security Holders

        On December 20, 2001, the annual meeting of stockholders of the company was held. At the meeting, the security holders of the Company voted upon the following matters:

1.

The election of five directors of the Company. This vote resulted in a plurality of the votes cast by holders of shares of common stock and 9% preferred stock of the Company voting together as a class at the meeting being cast as follows to elect the following directors:

2.

The ratification of the selection of Arthur Andersen LLP as the independent auditors of the Company for the year ended December 31, 2001. This vote resulted in a majority of the votes cast by the holders of shares of common stock and 9% preferred stock of the company voting together as a single class at the meeting voting in favor of the ratification of the selection of Arthur Andersen LLP as aforesaid:

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PART II

Item 5. Market For Registrant's Securities And Related Security Holder Matters

(a)

Market Information

        Alpine's common stock, $0.10 par value, is listed on the New York Stock Exchange (the "NYSE") under the symbol AGI. The following table sets forth the range of high and low daily closing sales prices for the Alpine common stock for the years ended December 31, 2000 and 2001.

(b)

Holders

        The Company's transfer agent is American Stock Transfer & Trust Company, 40 Wall Street, New York, New York 10005.

        At March 25, 2002, 13,992,613 shares of Alpine common stock were issued and outstanding, and there were approximately 1,486 record holders (exclusive of beneficial owners of shares held in street name or other nominee form) thereof.

        On December 10, 2001, Alpine was notified by the NYSE that it had fallen below the NYSE's continued listing standard requiring a total market capitalization of not less than $50 million over a 30 trading-day period and stockholders' equity of not less than $50 million. On March 8, 2002, Superior was notified by the NYSE that it had fallen below the NYSE's continued listing standard requiring an average per share closing price of a security of not less than $1.00 over a consecutive 30 trading-day period. Superior was also notified by the NYSE that it was close to falling below the NYSE's continued listing standard requiring a total market capitalization of not less than $15 million over a 30 trading-day period.

        Alpine submitted its current business plan to the NYSE demonstrating its expected compliance with the continued listing standard relating to its market capitalization and stockholders' equity within the required 18-month period. At the time Superior received notification from the NYSE, it was informed that, because Superior is an integral part of Alpine's business plan, its prospects were being assessed by the NYSE in connection with the NYSE's review of Alpine's business plan.

        The NYSE has reviewed and accepted Alpine's 18-month business plan, and informed Alpine and Superior that it will perform quarterly reviews during the required 18-month period to determine their compliance with such plan. If (i) Alpine or Superior fails to achieve its financial and operational goals, (ii) Alpine does not achieve a total market capitalization of at least $50 million over a 30 trading-day period and stockholders' equity of at least $50 million by the end of the required 18-month period, or (iii) Superior fails to attain both a $1.00 share price and a $1.00 average share price over 30 trading days by the end of the six month period that began on March 8, 2002, Alpine's and Superior's common stock will be subject to suspension and delisting by the NYSE. If Alpine's common stock is delisted by the NYSE it will pursue alternative listing options.

(c)

Dividends

        Alpine has no recent history of paying cash dividends and does not currently intend to declare cash dividends on the Alpine common stock in the foreseeable future. Any payment of future cash dividends and the amounts thereof will be dependent upon the Company's earnings, financial requirements and other factors, including contractual obligations.

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Item 6. Selected Financial Data

HISTORICAL FINANCIAL DATA

        Set forth below are certain selected historical consolidated financial data of Alpine. This information should be read in conjunction with the consolidated financial statements of Alpine and related notes thereto appearing elsewhere herein and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." The selected historical consolidated financial data for, and as of the end of, the years ended December 31, 2001 and 2000, for, and as of the end of, the eight months ended December 31, 1999, and for, and as of the end of, each of the fiscal years in the three-year period ended April 30, 1999, are derived from the audited consolidated financial statements of Alpine.

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(1)

The results of operations include, on a prospective basis, the acquisition of 51% of Cables of Zion by Superior on May 5, 1998, the acquisition of 81% of Essex by Superior on November 27, 1998 and the acquisition of the remaining 19% of Essex by Superior on March 31, 1999.

(2)

On December 20, 1999, the Company elected to change its fiscal year end to December 31 from April 30. This change was made effective on December 31, 1999.

(3)

On August 6, 1999, the Company completed the disposition by merger of its subsidiary Premier Refractories International Inc. The results of operations (including the gain on sale from the disposition of Premier Refractories International Inc.) for this segment have been reflected as discontinued operations for the periods presented. (See Note 4 to Alpine's consolidated financial statements).

(4)

Certain reclassifications have been made to net sales and cost of goods sold for the fiscal years ended April 30, 1998 and 1999, and the eight months ended December 31, 1999 to conform with the December 31, 2000 presentation as discussed in Note 2 to the accompanying consolidated financial statements. The fiscal year ended April 30, 1997 has not been restated.

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Item 7. Management's Discussion And Analysis Of Financial Condition And Results Of Operations

General

        The Alpine Group, Inc. (together with its subsidiaries, unless the context otherwise requires, "Alpine" or the "Company") is an industrial holding company with its principal investment at December 31, 2001 its 50.2% equity ownership position in Superior TeleCom Inc. ("Superior"), whose accounts are consolidated with Alpine. Over the past three years, Alpine also has held significant equity positions in PolyVision Corporation ("PolyVision") and Premier Refractories International Inc. ("Premier"). In November 2001, Alpine sold its equity investment in PolyVision and in August 1999 Alpine sold its equity investment in Premier.

Superior Telecom Inc.

        Superior TeleCom Inc. (together with its subsidiaries, unless the context otherwise requires, "Superior") manufactures a portfolio of wire and cable products grouped into the following primary industry segments: (i) communications, (ii) original equipment manufacturer ("OEM") and (iii) electrical. The Communications Group includes communications wire and cable products sold to telephone companies, CATV companies, distributors and systems integrators, principally in North America. In addition, included within the Communications Group is Superior's 50.2% owned Israeli subsidiary, Superior Cables Limited ("Superior Israel"), which manufactures a range of wire and cable products in Israel including communications cable, power cable and other industrial and electronic wire and cable products. The OEM Group includes magnet wire and accessory products for motors, transformers and electrical controls sold primarily to OEMs. The Electrical Group includes building and industrial wire for applications in commercial and residential construction and industrial facilities.

        Prior to the acquisitions of Essex (see Note 5 to the consolidated financial statements), Superior's operations consisted principally of its North American and Israeli communications wire and cable businesses. The Essex acquisition, which occurred on November 27, 1998, resulted in the addition of the OEM and Electrical Group product lines as well as incremental sales of communications wire and cable. This acquisition was accounted for under the purchase method of accounting with the operating results from the acquired business being included in Superior's consolidated statements of operations prospectively, from the date of acquisition.

        Industry segment financial data (including sales and operating income by industry segment) for the years ended December 31, 2001, 2000 and 1999, is included in Note 22 to the accompanying consolidated financial statements.

        Copper is one of the principal raw materials used in Superior's wire and cable product manufacturing. Fluctuations in the price of copper do affect per unit product pricing and related revenues. However, the cost of copper has not had a material impact on profitability as Superior, in most cases, has the ability to adjust prices billed for its products to properly match the copper cost component of its inventory shipped.

Change In Alpine's Fiscal Year-end

        Alpine changed its year end to December 31 from April 30, effective for the December 31, 1999 period. Accordingly, the Company has reported results of operations for an eight month transitional period ended December 31, 1999.

Results Of Operations—Twelve Months Ended December 31, 2001 ("2001") Compared To The Twelve Months Ended December 31, 2000 ("2000")

        Net sales for 2001 were $1.75 billion as compared to sales of $2.05 billion for 2000. Adjusted for a constant cost of copper, net sales in 2001 declined 12% as compared to 2000. Superior experienced a

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comparative decline in net sales in 2001 in each of its three principal industry segments due to the impact of the general recessionary environment in 2001 as well as certain industry specific conditions, particularly in the Communications sector.

        Superior's Communications Group sales for 2001 were $726.8 million, a decrease of 13% on a copper-adjusted basis as compared to 2000. The comparative sales decline in 2001 was due primarily to a 14% reduction in comparative sales of copper outside plant ("OSP") cables, which are used principally by telephone companies in the local loop segment of the telephony network. OSP cable sales were lower due to significantly reduced spending levels by major telephone company customers following enacted budgetary spending constraints by such customers in the second half of 2001. Also contributing to the comparative sales decline were lower sales of fiber optic and premise wire and cable products (collectively referred to as "broadband products") in 2001 which decreased 23% as compared to 2000. The decline was attributable to an industry-wide slowdown in investment in broadband based telecom and datacom networks by a wide range of network service providers.

        Superior's OEM Group sales were $533.6 million for 2001, reflecting a copper-adjusted decline of 11% as compared to 2000. The comparative sales decline reflected continued soft demand for magnet wire from Superior's major OEM customers due principally to the general industrial sector weakness and overall economic recessionary conditions (particularly in the power distribution and generation and industrial equipment sectors) which have existed since the third quarter of 2000.

        Superior's Electrical Group sales were $486.9 million for 2001, a 10% decline on a copper-adjusted basis as compared to 2000. The comparative sales decline was due principally to weaker industry-wide demand levels as a result of overall economic conditions and, to a lesser degree, lower pricing levels in 2001 as compared to 2000.

        Gross profit in 2001 was $275.9, a decline of $64.2 million as compared to gross profit of $340.1 million in 2000. The gross profit percentage in 2001 was 15.8%, a decline on a copper-adjusted basis of 140 basis points as compared to the prior year. The comparative decline in gross profit was principally the result of (i) lower sales and lower gross profit margins in all of Superior's industry segments, (ii) the impact, particularly in the 2001 fourth quarter, of unfavorable manufacturing cost absorption as Superior curtailed production output to control inventory levels and working capital and (iii) the impact, particularly in the 2001 fourth quarter, associated with competitive industry pricing conditions.

        Selling, general and administrative expenses ("SG&A expenses") in 2001 were $158.5 million, a decrease of 4% as compared to SG&A expenses of $164.7 million in 2000. The 2001 decrease in SG&A expenses reflected a $6.2 million comparative reduction in corporate administrative expenses resulting from recent administrative reorganization and cost reduction initiatives at Alpine corporate.

        Operating income in 2001 before infrequent and unusual charges and goodwill amortization was $117.4 million, a decline of $58.0 million as compared to 2000. Operating income after such charges in 2001 was $85.5 million, a decline of $53.9 million from 2000. The comparative decline in operating income for the current year was principally attributable to lower sales and profit margins in all of Superior's operations associated with the aforementioned general economic, industrial sector and telecom sector business conditions, partially offset by lower corporate expenses at Alpine.

        The Company incurred infrequent and unusual charges of $10.7 million during 2001 and $15.0 million during 2000. Superior incurred infrequent and unusual charges in 2001 of $3.1 million related to legal and professional fees associated with Superior's recent bank credit agreement amendment and with Superior's asset divestiture activities and $2.3 million related to restructuring activities in the it's Superior Israel operations. Alpine incurred infrequent and unusual charges of $5.4 million in 2001 related principally to the recognition of certain unfunded prior year retirement plan obligations upon termination of benefits for certain employees resulting from a recent

23

administrative reorganization. The infrequent and unusual charges in 2000 included $12.4 million related to the restructuring and consolidation program in Superior's building wire (Electrical Group) operations and in Superior's Superior Israel operations and $2.6 million of start-up costs for Superior's Mexican magnet wire facility.

        Interest expense for 2001 was $119.9 million representing a decrease of $18.6 million from the prior year. The decrease in interest expense was the result of lower short-term (LIBOR) interest rates in 2001 as substantially all of the consolidated Company debt is linked to short-term interest rates.

        The Company incurred loss on investment in securities of $33.8 million in 2001 and $10.5 million in 2000. Such losses include realized losses on sale of ordinary shares of Cookson Group, plc ("Cookson") as well as the recognition in 2001 of unrealized losses on Cookson shares held for investment at December 31, 2001 to recognize declines in fair values of such investments judged to be other than temporary. The Cookson shares were received in connection with the sale in 1999 of Alpine's common equity ownership position in Premier.

        Other income, net amounted to $9.1 million in 2001 which included among other items, an $8.4 million gain on the sale of the Company's common equity ownership position in PolyVision. Other income in 2000 amounted to $6.9 million which included dividend income from the Company's common equity investment in Cookson of $4.5 million.

        The Company also recorded income of $17.1 million in 2001 and $6.1 million in 2000 related to the common equity minority interest component of losses incurred by Superior and its 50% owned subsidiary, Superior Israel.

        During the year ended December 31, 2001 the Company reported income from discontinued operations of $5.9 million representing a favorable adjustment to certain accrued tax liabilities related to the 1999 sale of Premier.

        The Company recorded an after tax extraordinary charge for early extinguishment of debt of $1.4 million or $0.10 per diluted share in 2001. This charge represented previously capitalized deferred financing fees written off in connection with the refinancing of Superior's $200.0 million senior subordinated notes, which refinancing under generally accepted accounting principles was treated as an extinguishment of debt (see Note 9 to the consolidated financial statements).

        Loss from continuing operations before infrequent and unusual charges, goodwill amortization and extraordinary loss for 2001 was $18.7 million ($1.30 per diluted share) as compared to income before infrequent and unusual charges and goodwill amortization in 2000 of $11.7 million ($0.78 per diluted share) with the comparative reduction in the current year being due to lower operating income partially offset by lower interest expense. After infrequent and unusual charges, goodwill amortization and extraordinary loss, the Company incurred a net loss in 2001 of $31.0 million ($2.13 per diluted share) as compared to a net loss for 2000 of $11.3 million ($0.77 per diluted share).

Results Of Operations—Twelve Months Ended December 31, 2000 ("2000") Compared To The Eight Months Ended December 31, 1999 ("1999")

        The comparison of operating results for the year ended December 31, 2000 with the eight months ended December 31, 1999 is impacted by the difference in comparative periods (eight months versus twelve months).

        Net sales were $2.05 billion for 2000 as compared to sales of $1.38 billion for the eight months ended December 31, 1999. The comparative increase in net sales was due primarily to the longer comparison period.

        Gross profit in 2000 was $340.1 million, an increase of $85.8 million as compared to gross profit of $254.3 million in 1999. The increase in gross profit resulted primarily from the inclusion of twelve

24

months of operations in 2000 versus only eight months during the prior period. The gross margin percentage in 2000 was 16.6% as compared to 18.5% for the eight months ended December 31, 1999. The decline in gross profit percentage was principally attributable to Superior's Electrical Group, where comparative pricing pressures, lower sales and higher per unit production costs negatively impacted gross profit and gross margin in 2000.

        SG&A expenses in 2000 were $164.7 million, an increase of $62.2 million over the prior period. The increase is primarily due to the longer comparison period (twelve months versus eight months) as well as to higher selling and marketing expenses in Superior's Communications Group to support broadband sales growth and incremental Superior Israel SG&A expenses related to entities acquired in late 1999.

        Goodwill amortization increased from $13.8 million for the eight months ended December 31, 1999 to $21.1 million in 2000 primarily due to the longer comparison period.

        Superior incurred infrequent and unusual charges of $15.0 million during 2000 and $4.7 million during the eight months ended December 31, 1999. The infrequent and unusual charges in 2000 include $12.4 million related to the restructuring and consolidation program in Superior's building wire (Electrical Group) operations and in the Company's Superior Israel operations and $2.6 million of start-up costs for Superior's Mexican magnet wire facility. The charges incurred during 1999 included $0.9 million associated with the evaluation and termination of a management information system project at Essex, $2.1 million related to manufacturing rationalization activities at Essex, $1.3 million related to manufacturing and corporate restructuring activities of Superior Israel and $0.4 million of start-up costs for Superior's Mexican magnet wire facility.

        Operating income before infrequent and unusual charges was $154.3 million for 2000 as compared to $138.0 million for the eight months ended December 31, 1999. The increase was primarily due to the longer comparison period (twelve months versus eight months) partially offset by lower sales and margins in Superior's Electrical Group and the impact of increased raw material and other costs impacting all of the Company's business segments in 2000.

        Interest expense for 2000 was $138.5 million representing an increase of $53.4 million over the prior period. The increase in interest expense is primarily due to the longer comparison period as well as higher short-term (LIBOR) interest rates in 2000.

        Other expense, net amounted to $3.6 million for 2000 as compared to other income of $4.7 million for 1999 with the 2000 expense charge including a $10.5 million loss on the sale of Cookson ordinary shares, partially offset by other investment income. Other income in 1999 included currency translation gains at Superior Israel on certain debt linked to non-functional currencies (principally Euro-linked), as well as gains on the sale of certain fixed assets and investments.

        For 2000, the Company recorded income of $6.1 million related to the common equity minority interest component of losses incurred by Superior Israel and Superior. For 1999, the Company recorded a minority interest charge of $11.4 million primarily related to the minority interest component of Superior's net income.

        Equity in earnings of affiliate was $1.7 million in 2000 and $2.2 million in 1999, which represented the Company's preferred and common equity interests in earnings of PolyVision.

        Income before infrequent and unusual charges and goodwill amortization was $11.7 million, or $0.78 per diluted share, in 2000 as compared to income from continuing operations before infrequent, unusual and extraordinary charges and goodwill amortization in 1999 of $20.4 million, or $1.25 per diluted share, for 1999. After infrequent, unusual and goodwill amortization charges, the Company incurred a net loss of $11.2 million, or $0.77 per diluted share, for 2000 as compared to net income of $46.4 million, or $2.79 per diluted share, for 1999.

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Results Of Operations—Eight Month Period Ended December 31, 1999 Compared To The Twelve Month Period Ended April 30, 1999

        The comparison of operating results for the eight month period ended December 31, 1999 with the twelve month period ended April 30, 1999 ("fiscal 1999") is impacted by: (i) the inclusion of the acquired operations of Essex for the entire period for the eight months ended December 31, 1999 as compared to only five months in fiscal 1999 and (ii) the difference in comparative periods (eight months versus twelve months).

        Net sales were $1.376 billion for the eight months ended December 31, 1999 compared to net sales of $1.148 billion for fiscal 1999. The comparative increase in net sales was due primarily to the inclusion of the acquired operations of Essex for the full eight month period versus only five months during fiscal 1999, partially offset by the shorter comparison period (eight months versus twelve months).

        Gross profit for the eight months ended December 31, 1999 was $254.3 million as compared to $232.6 million for fiscal 1999. The increase in gross profit resulted from the inclusion of gross profit contributed by the acquired operations of Essex for eight months versus only five months during fiscal 1999. The gross margin percentage was 18.5% for the eight months ended December 31, 1999 as compared to 20.3% for fiscal 1999. The reduction in gross margin percentage for the December 1999 eight month period was primarily attributable to the change in product mix resulting from the product lines acquired in the Essex acquisition.

        SG&A expenses increased from $93.9 million in fiscal 1999 to $102.5 million for the eight months ended December 31, 1999. The increase resulted from incremental expenses associated with the acquired operations of Essex, partially offset by corporate cost reductions and the shorter comparison period (eight months versus twelve months).

        Goodwill amortization increased from $8.4 million for fiscal 1999 to $13.8 million for the eight months ended December 31, 1999 with such increase due to incremental goodwill associated with the acquisition of Essex.

        Operating income (excluding infrequent and unusual charges) was $138.0 million for the eight months ended December 31, 1999 as compared to $130.3 million for fiscal 1999. The increase reflects the impact of the acquired operations of Essex for the full eight months versus five months during fiscal 1999, partially offset by the shorter comparison period.

        The Company incurred infrequent and unusual charges of $4.7 million during the eight months ended December 31, 1999 as previously discussed and $7.3 million during fiscal 1999. The infrequent and unusual charges in fiscal 1999 consisted of a $2.9 million restructuring charge at Superior Israel related to plant consolidations and corporate rationalization activities and $4.4 million associated with the evaluation and termination of a management information system project at Essex.

        Interest expense was $85.1 million for the eight months ended December 31, 1999 as compared to $60.1 million for fiscal 1999. The increase was attributable to the debt incurred in connection with the Essex acquisition.

        Distributions on preferred securities of subsidiary trust were $10.0 million for the eight months ended December 31, 1999 and $1.3 million in fiscal 1999. The amounts include distributions paid under the $167 million (face amount) of 8¹/2% Mandatorily Redeemable Trust Convertible Preferred Securities of Superior Trust I issued in connection with the Essex acquisition.

        The minority interest charge of $11.4 million for the eight months ended December 31, 1999 represented the minority stockholders' interest in Superior's net income for such period. The minority interest charge of $18.7 million in fiscal 1999 included the minority stockholders' interest in Superior's net income and the minority stockholders' interest (approximately 19%) in Essex's net income from

26

November 27, 1998 (the date on which Superior acquired an 81% ownership position in Essex) until March 31, 1999 (the date on which Superior acquired the remaining 19% outstanding ownership position in Essex) (see Note 5 to the consolidated financial statements).

        Equity in earnings of affiliate during the eight months ended December 31, 1999 represented the Company's preferred and common equity interest in earnings of PolyVision.

        Income from continuing operations before infrequent and unusual charges and goodwill amortization was $20.4 million, or $1.25 per diluted share, for the eight months ended December 31, 1999 compared to $22.1 million, or $1.24 per diluted share, for fiscal 1999. After infrequent, unusual and goodwill amortization charges, income from continuing operations for the eight months ended December 31, 1999 was $12.0 million, or $0.68 per diluted share, as compared to $16.9 million, or $0.91 per diluted share, for fiscal 1999.

        During the eight months ended December 31, 1999, the Company completed the sale of Premier to Cookson. The transaction resulted in an after tax gain on disposition of discontinued operations of $35.4 million, or $2.17 per diluted share. In fiscal 1999, the Company incurred a net loss from the discontinued operating activities of Premier of $2.7 million, or $0.15 per diluted share.

        The Company recorded after tax extraordinary charges of $1.0 million, or $0.06 per diluted share, and $0.6 million, or $0.04 per diluted share, during the eight months ended December 31, 1999 and fiscal 1999, respectively. The charges represent previously capitalized deferred financing fees written off in connection with the early extinguishment of debt.

        Net income (after discontinued operations and extraordinary loss) for the eight months ended December 1999 was $46.4 million, or $2.79 per diluted share, as compared to $13.5 million, or $0.72 per diluted share, for fiscal 1999.

Liquidity And Capital Resources

General

        For the year ended December 31, 2001, the Company generated $54.7 million in cash flow from operating activities, consisting of $41.0 million in income generated from operations (net income plus non-cash charges) plus $13.7 million in cash flows provided from reductions in net working capital. Included in cash flows generated from operating activities was $12.0 million in cash flow from operating activities in Superior's separately financed Israeli subsidiary, Superior Israel. The remainder of the Company's operations generated $42.7 million in cash flows from operating activities. Cash provided by investing activities amounted to $17.3 million and consisted principally of proceeds from the sale of investments in PolyVision and Cookson partially offset by capital expenditures and pre-arranged long-term loans ("Israel Customer Loans") made to one of Superior Israel's principal customers. Cash used for financing activities amounted to $41.9 million which was principally related to net debt reductions.

        As previously mentioned, the consolidated financial statements of Alpine include the operating results and balance sheet of its 50.2% owned subsidiary, Superior. Superior has a leveraged capital structure with approximately $1.2 billion in debt. Alpine has not guaranteed nor is it liable with respect to Superior's debt (except for guarantees related to certain capital lease arrangements). Accordingly, the following discussion of the Company's liquidity and capital resources addresses separately: (i) Alpine corporate, excluding the accounts of Superior and (ii) Superior as a stand-alone entity.

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Alpine Corporate

        A condensed balance sheet for Alpine at December 31, 2001, with Superior accounted for under the equity method (rather than on a consolidated basis) is as follows:

        As indicated in the above chart, as of December 31, 2001 Alpine has unrestricted corporate cash and cash equivalents of approximately $33.2 million. As of December 31, 2001, Alpine also owned 14.3 million ordinary shares of Cookson (FTSE: CKSN.L) common stock which is included in other assets. During the year ended December 31, 2001, the Company entered into certain forward sale derivative transactions related to 10.5 million ordinary shares of Cookson. Under these arrangements, the Company executed "collar" agreements, protecting the Company against future declines in Cookson share price while limiting the Company's participation in Cookson share value appreciation beyond certain threshold levels. These arrangements allowed borrowings by the Company against minimum threshold share value levels. Proceeds from such borrowings along with borrowings related to future dividends from such ordinary shares amounted to approximately $23.0 million at December 31, 2001. In February 2002, pursuant to a negotiated settlement, the Company accelerated the maturity of the forward sale, disposing of the 10.5 million Cookson shares for total proceeds of $23.2 million which were used to liquidate the aforementioned borrowing of $23.0 million. At December 31, 2001, the Company held 3.8 million Cookson shares not subject to the above "collar" arrangements with a fair market value of $4.8 million.

        In addition to the aforementioned cash, cash equivalents and securities, Alpine also owned approximately 10.5 million common shares (representing 50.2% common share ownership) of Superior (NYSE: SUT) with a market value on December 31, 2001 of approximately $11.9 million.

        As of December 31, 2001, Alpine's corporate debt amounted to $36.0 million which included principally the $23.0 million in debt associated with the Cookson forward sale arrangements (which was liquidated in 2002 as discussed above) and $11.9 million in senior subordinated notes due in 2003.

        In February 2002, the Company redeemed $8.2 million in face amount of the senior subordinated notes for a cash payment of $5.8 million (which will result in an after tax gain being recorded in the first quarter of 2002). After completion of the acceleration of the Cookson forward sale arrangement and the associated debt liquidation and the redemption of senior subordinated notes, Alpine's corporate debt amounted to approximately $4.9 million.

        Alpine has no other major commitments over the next twelve months other than periodic interest cost on Alpine's senior subordinated notes ($0.5 million annually), Alpine corporate overhead expense, which has been substantially reduced over the past twelve month period, payments to certain former employees of contractual retirement and deferred compensation arrangements and certain funding

28

commitments to Superior, which commitments are limited to $3.8 million in the aggregate (and are reflected as "restricted cash" in the consolidated balance sheet included herein (see Note 17 to the consolidated financial statements). For the next twelve month period, Alpine expects to fund these aforementioned commitments from available cash reserves.

Superior corporate

        Superior finances its operating activities (exclusive of operating activities of Superior Israel which are financed under separate financing arrangements and non-recourse to Superior) and other capital requirements from (i) operating cash flow, (ii) funding availability under its revolving credit facility and (iii) allowable borrowings under its accounts receivable securitization financing arrangement.

        The revolving credit facility provides for borrowings up to $225 million (subject to certain interim reductions in 2002 which limit the total facility to $214 million) and matures in May 2004. $169 million was outstanding under the revolving credit facility at December 31, 2001. The revolving credit facility along with term loan A and term loan B (see Note 9 to the consolidated financial statements) comprise Superior's senior credit facilities which are governed by an Amended and Restated Credit Agreement (the "Credit Agreement"). The total balance outstanding on term loans A and B at December 31, 2001 amounted to $703 million. Obligations under the Credit Agreement are secured by substantially all of the assets of Superior and its subsidiaries. The Credit Agreement contains certain restrictive covenants, including, among other things, requirements to maintain certain financial ratios, limitations on the amount of dividends Superior is allowed to pay on its capital stock and restrictions on additional indebtedness.

        Superior's accounts receivable securitization program provides for funding up to $160.0 million (based on the level of accounts receivable) in short-term financing through the issuance of commercial paper. At December 31, 2001, $124 million was outstanding under this program which, based on the then current level of accounts receivable, was fully drawn. This program expires on June 30, 2002. Superior is seeking, and believes it can obtain, an alternative receivables financing arrangement. Failure to obtain an alternative receivables financing arrangement is an event of default under the Credit Agreement.

        In addition to the above, Superior has outstanding $203 million in senior subordinated notes due in December 2007 ("Senior Subordinated Notes").

        During December 2001 Superior entered into a major amendment to the Credit Agreement. Such amendment (i) reduced operating performance levels required to meet certain financial covenants through December 31, 2002; (ii) required Superior to make an accelerated payment under its term loans A and B of $175 million in the aggregate on January 3, 2003 from the proceeds of an asset divestiture or other equity transaction (which requirement has been eliminated as discussed below); (iii) increased the rate of interest during 2002, under certain conditions and at certain intervals, on revolving credit facility and term loans A and B by an aggregate of 1% (iv) reduced allowed annual capital expenditures and (v) restricted Superior's cash payment of quarterly interest payments during 2002 on its Senior Subordinated Notes unless certain conditions are met, such conditions principally including satisfaction of certain levels of liquidity available under its revolving credit facility as of the date such interest payments under the Senior Subordinated Notes are due and the completion of asset divestitures or satisfaction of certain milestones facilitating the completion of asset divestitures. Up to two cash interest payments on the Senior Subordinated Notes are allowed to be made from proceeds of any junior capital issuances of Superior (see Note 9 to the consolidated financial statements).

        In March 2002, Superior entered into an additional amendment to the Credit Agreement which (i) further reduced operating performance levels required to meet certain financial covenants through December 31, 2002; (ii) deferred until January 31, 2003 term loan principal payments otherwise due

29

March 31, 2002 amounting to $19.4 million and (iii) eliminated the required $175 million accelerated term loan payment due on January 3, 2003.

        In December 2001, Superior also entered into a major amendment to the agreement governing the Senior Subordinated Notes. Such amendment allows Superior in certain circumstances the option to make three of the four quarterly interest payments due in 2002 in the form of payment-in-kind notes ("PIK notes") in lieu of cash interest payments. Alpine has provided a funded cash commitment on behalf of Superior that will make available sufficient cash to make one quarterly cash interest payment in 2002 (see Note 17 to the consolidated financial statements). If PIK notes are issued (in lieu of cash) for the February 2002 interest payment, then the interest rate on the Senior Subordinated Notes will increase to LIBOR plus 9%. If PIK notes are issued (in lieu of cash) for the August and November quarterly interest payments, then the interest rate on the Senior Subordinated Notes will increase to LIBOR plus 11% and LIBOR plus 12%, respectively.

        In 2001 Superior initiated a process to effect a major asset divestiture which, if successfully completed, would have allowed Superior to meet the then required $175 million prepayment under the Credit Agreement. This divestiture process was discontinued in the fourth quarter of 2001 due to the impact on the financial markets and the impact on the operating results of the targeted business to be divested of the events of September 11^th and the general economic recessionary conditions. As a result of the March 2002 amendment to the Credit Agreement, which eliminated the $175 term loan prepayment requirement, Superior will not be required to complete an asset divestiture during 2002. However, Superior will continue to consider asset divestitures as a possible course of action for further deleveraging Superior's balance sheet based on prevailing economic conditions, financial market and asset valuation levels.

        At December 31, 2001 Superior had unused and excess borrowing availability under its revolving credit facility of $52 million and cash on hand of $19 million resulting in total operating funds availability of $71 million which, along with its operating cash flow, is used to service Superior's normal operating commitments.

        Over the next twelve month period, Superior (excluding its Superior Israel operations) anticipates a reduction in cash flow required to service interest costs, distributions on its Trust Convertible Preferred Securities and capital expenditure obligations. Further, as a result of the March 2002 amendment to the Credit Agreement, Superior's term loan principal amortization requirements will be reduced in 2002 as compared to 2001.

        Superior is currently benefiting from the substantial reduction in market interest rates that has occurred over the past twelve months which, along with Superior's option in certain circumstances to pay interest on the Senior Subordinated Notes in the form of PIK notes rather than cash, should result in a reduction in cash outlays for interest expense in 2002. Cash interest expense, based on current market interest rates, is expected to approximate only $65-$70 million in 2002, a reduction of approximately $35 million as compared to cash interest costs incurred in 2001. Capital expenditures are expected to approximate $15-$20 million in 2002. Superior also intends to continue to defer during 2002 distributions on its outstanding Trust Convertible Preferred Securities which will result in additional annualized cash flow savings of $7 million as compared to cash distributions paid in 2001. Deferred distributions under the Trust Convertible Preferred Securities are cumulative and accrue interest at a rate of 8.50% per annum.

        In addition to outlays for cash interest and capital expenditures, Superior also has principal amortization requirements on its term loans A and B and on certain capital leases, which aggregate $74 million during 2002 (as compared to $80 million in 2001). In total, Superior's cash outlays for interest, distributions on its Trust Convertible Preferred Securities, capital expenditures and term loan principal amortization in 2002 are estimated to be more than $50 million less than comparable outflows in 2001.

30

        Superior intends to service the aforementioned cash requirements in 2002 from operating cash flow and, to the extent required, availability under its revolving credit facility and available cash balances. Superior believes its operating cash flow, combined with revolver availability and cash on hand will be sufficient to fund these commitments in 2002. Based on full year 2001 results, operating cash flow would have been sufficient to meet the 2002 cash obligations. However, operating cash flow did decline in the fourth quarter of 2001 and is expected to be lower in the first quarter of 2002 as compared to the first quarter of 2001. Also impacting Superior's cash flow are changes in working capital requirements and fluctuations in short-term interest rates. An increase in working capital requirements or a substantial increase in short-term interest rates, neither of which is presently anticipated, could negatively impact Superior's cash flow and liquidity. Accordingly, while Superior believes it will be able to meet all of its cash requirements in 2002, there can be no assurance that such requirement will be met.

        Superior's access to availability under its revolving credit facility is also subject to Superior maintaining compliance with the financial covenants under the Credit Agreement. While such covenants were reset in March 2002, Superior will need to improve its operating results in 2002 as compared to the fourth quarter of 2001 in order to maintain compliance during the year. While there can be no assurance, Superior currently believes it can maintain compliance or otherwise obtain appropriate waivers or modifications to these financial covenants, if required, so as to avoid a default under the Credit Agreement.

        Superior Israel's operations are funded and financed separately, with recourse to Superior Israel but otherwise on a non-recourse basis to Superior, and include a $93.0 million credit facility consisting of a $63.0 million term loan and a $30.0 million revolving credit facility. At December 31, 2001, Superior Israel had $11.8 million in excess availability under its revolving credit facility.

Other

        As discussed under Item 5. "Market for Registrant's Securities and Related Security Holder Matters", Alpine was notified by the NYSE on December 10, 2001 that it had fallen below the NYSE's continued listing standard. The potential delisting of Alpine's stock could impact Alpine's ability to raise funds in the equity markets in the future.

Derivative Financial Instruments

        To a limited extent, Superior uses forward fixed price contracts and derivative financial instruments to manage foreign currency exchange and commodity price risks. To protect Superior's anticipated cash flows from the risk of adverse foreign currency exchange fluctuations for firm sales and purchase commitments, Superior enters into foreign currency forward exchange contracts. Superior's principal raw material, copper, experiences marked fluctuations in market prices, thereby subjecting Superior to copper price risk with respect to copper repurchases on fixed customer sales contracts. Forward fixed price contracts and derivative financial instruments in the form of copper futures contracts are utilized by Superior to reduce those risks. The Company is exposed to credit risk in the event of nonperformance by counter parties for foreign exchange forward contracts, metal forward price contracts and metals futures contracts; however, the Company does not anticipate nonperformance by any of these counter parties. The amount of such exposure is generally the unrealized gains with respect to the underlying contracts.

Accounting Policies

        The Company's consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States. In the preparation of these financial statements, management makes judgments, estimates and assumptions that affect the reported amounts of assets

31

and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The significant accounting policies followed in the preparation of the financial statements are detailed in Note 2 to the consolidated financial statements. Management believes that the application of policies regarding the establishment of allowances for accounts receivable and inventories, valuation allowances for deferred tax assets and certain accrued expenses involve significant levels of judgments, estimates and complexity.

        Allowances for discounts and sales incentives are made at the time of sale based on incentive programs available to the customer. The cost of these programs is dependent on various factors including the timing of the sale and the volume of sales achieved by the customer. These sales incentives may also be revised between the time the Company records the sale and the time the sale occurs. The Company monitors these factors and revises the provisions when necessary.

        The Company's allowances for surplus and obsolete inventory are based on estimates of future sales and production. Changes in demand and product design can impact these estimates. The Company periodically evaluates and updates assumptions when assessing the adequacy of inventory allowances.

        Valuation allowances for deferred tax assets are established when it is estimated it is more likely than not that the tax assets will not be realized. These estimates are based on projections of future income in certain tax jurisdictions. Changes in industry conditions and the competitive environment may impact the accuracy of the Company's projections.

        Insurance reserves are provided for estimates of losses due to claims for worker's compensation, product liability and other liabilities for which the Company is self-insured. These estimates are based on the ultimate value of claims, which often have long periods of resolution. The Company closely monitors the claims to maintain adequate reserves.

        Due to the level of judgment, complexity and period of time over which many of these items are resolved, actual results could differ from those estimated at the time of preparation of the financial statements. Adjustments to these estimates would impact the Company's financial position and future results of operations.

New accounting standards

        In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141 "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets." SFAS No. 141 requires use of the purchase method of accounting for business combinations initiated after June 30, 2001. SFAS No. 142, which is effective for the Company beginning January 1, 2002, requires that the amortization of goodwill and certain other intangible assets cease and that the related asset values be reviewed annually for impairment. The Company recorded $21.1 million in goodwill amortization charges in 2001. Beginning in 2002, the Company's goodwill, which amounted to $750.5 million at December 31, 2001, will no longer be amortized; however it will be subject to an initial impairment review in the first quarter of 2002. If the carrying value (including goodwill) of any of the Company's business segments exceeds the fair value (determined on a discounted cash flow basis or other fair value method), impairment of goodwill may exist which would result in a charge to earnings for the amount of any such impairment. Prior assessments of goodwill impairment have not resulted in any charge for goodwill impairment; however, such prior assessment utilized undiscounted cash flows for purposes of evaluating whether impairment exists. While the initial impairment assessment under SFAS No. 142 has not been performed, the impact of recent economic and industry specific conditions could result in lowered fair values for certain of its business segments and, thus may give rise to material goodwill impairment charges in 2002.

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        In July 2001, the FASB also issued SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, the entity either settles the obligation for the amount recorded or incurs a gain or loss. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The Company does not anticipate any material impact on its results of operations or financial position related to implementation of SFAS No. 143.

        In August 2001, the FASB issued Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 supersedes FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" for the disposal of a segment of a business (as previously defined in APB Opinion 30). The FASB issued SFAS No. 144 to establish a single accounting model, based on the framework established in SFAS No. 121 for long-lived assets to be disposed of by sale. SFAS No. 144 broadens the presentation of discontinued operations in the income statement to include a component of an entity (rather than a segment of a business). A component of an entity comprises operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the entity. SFAS No. 144 also requires that discontinued operations be measured at the lower of the carrying amount or fair market value less cost to sell. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001 and should be applied prospectively. The Company does not anticipate any material impact on its results of operations or financial position related to implementation of SFAS No. 144.

Item 7a. Quantitative And Qualitative Disclosures About Market Risk

        The Company's exposure to market risk primarily relates to interest rates on long-term debt. The Company enters into interest rate swap and cap agreements to manage its exposure to interest rate changes. At December 31, 2001, Superior had an interest rate cap on $362 million principal amount with a 90-day LIBOR cap at 4.4% expiring December 27, 2002. A one percent increase in interest rates affecting Superior's $1.15 billion credit agreement and its $200 million senior subordinated notes would increase annual interest expense by approximately 9% or $10.8 million.

        Except for the historical information herein, the matters discussed in this annual report on form 10-k include forward-looking statements that may involve a number of risks and uncertainties. Actual results may vary significantly based on a number of factors, including, but not limited to, risks in product and technology development, market acceptance of new products and continuing product demand, prediction and timing of customer orders, the impact of competitive products and pricing, changing economic conditions, including changes in short term interest rates and foreign exchange rates, and other risk factors detailed in the company's most recent filings with the securities and exchange commission.

Item 8. Financial Statements And Supplementary Data

        Alpine's consolidated financial statements as of December 31, 2001, 2000 and 1999, and April 30, 1999 and for the years ended December 31, 2001 and 2000, the eight months ended December 31, 1999 and the year ended April 30, 1999 and the report of the independent public accountants thereon and financial statement schedules required under Regulation S-X are submitted herein as a separate section following Item 14 of this report.

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Item 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure

        None.

PART III

Item 10. Directors And Executive Officers Of Registrant

        The information required by this Item is incorporated herein by reference to Alpine's definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this report ("Alpine's Proxy Statement").

Item 11. Executive Compensation

        The information required by this item is incorporated herein by reference to Alpine's Proxy Statement.

Item 12. Security Ownership Of Certain Beneficial Owners And Management

        The information required by this item is incorporated herein by reference to Alpine's Proxy Statement.

Item 13. Certain Relationships And Related Transactions

        The information required by this item is incorporated herein by reference to Alpine's Proxy Statement.

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PART IV

Item 14. Exhibits, Financial Statement Schedules, And Reports On Form 8-K

(a)(1), (a)(2) See the separate section of this report following Item 14 for a list of financial statements and schedules filed herewith.

(a)(3) Exhibits as required by Item 601 of Regulation S-K are listed in Item 14(c) below.

(b) None.

Item 14(c) Exhibits

35

36

37

38

39

40

*

Filed herewith.

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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 3, 2002

        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.

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INDEX TO FINANCIAL STATEMENTS

F-1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To The Alpine Group, Inc.:

        We have audited the accompanying consolidated balance sheets of The Alpine Group, Inc. (a Delaware corporation) and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of operations, stockholders' equity and cash flows for the years ended December 31, 2001 and 2000, the eight months ended December 31, 1999 and the year ended April 30, 1999. These financial statements and the financial statement schedules referred to below are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Alpine Group, Inc. and subsidiaries as of December 31, 2001 and 2000, and the results of their operations and their cash flows for the years ended December 31, 2001 and 2000, the eight months ended December 31, 1999 and the year ended April 30, 1999 in conformity with accounting principles generally accepted in the United States.

        Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed in the index to financial statements are presented for the purpose of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.

Arthur Andersen LLP

Atlanta, Georgia
April 2, 2002

F-2

THE ALPINE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

The accompanying notes are an integral part of these consolidated financial statements.

F-3

THE ALPINE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

THE ALPINE GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except share data)