Back to GetFilings.com

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Commission file number 1-9078

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

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. ý

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

        At June 30, 2002, the registrant had 14,054,434 shares of common stock, par value $.10 per share, outstanding, and the aggregate market value of the outstanding shares of common stock held by non-affiliates of the registrant on such date was approximately $13.3 million based on the closing price of $1.15 per share of such common stock on June 28, 2002.

DOCUMENTS INCORPORATED BY REFERENCE

        None.

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 industrial manufacturing companies. Alpine currently owns a 48.9% common equity interest in Superior TeleCom Inc. ("Superior")-(OTC: SRTQ.OB), one of the largest wire and cable manufacturers in North America. As discussed below, on March 3, 2003 Superior and its U.S. subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. Alpine also currently owns 100% of the common equity interest of Alpine Holdco Inc. ("Alpine Holdco") which, as discussed below, was formed to acquire certain assets from Superior. Alpine Holdco, through its wholly-owned subsidiaries, engages in the manufacture and sale of electrical wire and cable, and communications and other electronic products. Over the past five years Alpine has also owned substantial equity interests in PolyVision Corporation ("PolyVision") and Premier Refractories International Inc. ("Premier"). In August 1999, Alpine sold its common equity interest in Premier to the Cookson Group, plc ("Cookson"), a diversified materials company traded on the London Stock Exchange, and in November 2001 Alpine sold its common and preferred stock interest in PolyVision to Steelcase Inc. (NYSE: SCS), a major manufacturer of office furniture and integrated office environment products.

        On December 11, 2002, in accordance with the terms of a definitive purchase agreement dated October 31, 2002, as amended on December 11, 2002, Alpine, through Alpine Holdco, a newly formed, wholly-owned subsidiary of Alpine, acquired the following assets and securities from Superior: (1) substantially all of the assets, subject to related accounts payable and accrued liabilities, of Superior's electrical wire business, which is currently owned and operated by Essex Electric Inc. ("Essex Electric"), a newly formed, wholly-owned subsidiary of Alpine Holdco; (2) all of the outstanding shares of capital stock of DNE Systems, Inc., a manufacturer of multiplexers and other communications and electronic products; and (3) all of the outstanding shares of capital stock of Texas SUT Inc. and Superior Cable Holdings (1997) Ltd., which together own approximately 47% of Superior Cables Ltd. ("Superior Israel"), the largest Israeli-based producer of wire and cable products. This acquisition is hereinafter referred to as the "Electrical Acquisition."

        Prior to December 11, 2002, Alpine's operations include the consolidated results of Superior and Superior's then majority owned subsidiary Superior Israel. As a result of the vesting of certain Superior restricted stock grants in 2002, Alpine's common equity ownership in Superior declined from 50.2% at December 31, 2001 to 48.9%. Notwithstanding the decline in Alpine's direct equity ownership in Superior, Alpine had a controlling interest in Superior based on its additional indirect equity ownership position (including certain common share voting interests deemed to be controlled by Alpine). In connection with the Electrical Acquisition, certain changes were made with respect to Alpine's indirect voting interests such that Alpine no longer controlled Superior. Accordingly, effective for periods after December 11, 2002, Superior Israel, in which Alpine, as a result of the Electrical Acquisition, now has an indirect 47% equity interest, and Superior are accounted for under the equity method and are no longer consolidated with Alpine. As a result of the net losses incurred by Superior in 2002 and prior years, Alpine has a negative investment in Superior of $865.9 million at December 31, 2002. This negative investment is required under generally accepted accounting principles to be reflected in Alpine's consolidated balance sheet, notwithstanding the fact that Alpine is not obligated to fund any operating losses or deficits of Superior. Alpine's results subsequent to December 11, 2002 will include 100% of any earnings reported by Superior until the negative investment is eliminated, and Alpine will not record its equity in any future losses of Superior unless it has a positive investment in Superior. If Alpine were to liquidate or substantially reduce its investment in Superior as contemplated in Superior's proposed plan of reorganization discussed in the next paragraph, then Alpine would

2

eliminate its negative investment in Superior and recognize a corresponding gain (based on the amount of the negative equity investment).

        On March 3, 2003, Superior and its U.S. subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. In connection with the filings, Superior received interim bankruptcy court approval for $95 million of a $100 million debtor-in-possession ("DIP") financing facility from lenders within its existing bank group in order to provide liquidity during the reorganization process. Superior is developing a restructuring strategy in consultation with certain of its existing lenders under its senior credit facility that would include, among other things, the elimination and conversion into equity of a significant amount of debt resulting in a substantial deleveraging of Superior's capital structure. Superior's stockholders, including Alpine, and holders of the 8¹/2% Trust Convertible Preferred Securities of Superior Trust I will not receive any distribution under this contemplated restructuring strategy. Superior has been and continues to be in discussions with its entire lender group and hopes to obtain the requisite approvals for a plan of reorganization. However, there can be no assurance that such approval will be obtained, that the final restructuring and reorganization plan will contain the terms of Superior's current strategy or that such plan will be confirmed by the bankruptcy court or consummated. If the restructuring strategy is approved and confirmed by the bankruptcy court, the Company's equity interest in Superior will be eliminated as Superior's stockholders, including Alpine, would not receive any distributions for their equity interest.

        With the sale of Premier and PolyVision and following the Electrical Acquisition, the Company's principal operations at December 31, 2002 consist of the electrical business previously constituting Superior's Electrical Group, the operations of DNE Systems, Inc., and the Company's equity method investments in Superior and Superior Israel. The Company's operations for 2002 include the consolidated operations of Superior through December 11, 2002 and the continuing operations of the businesses acquired in the Electrical Acquisition for the period subsequent to December 11, 2002.

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

The Alpine Group, Inc.

        The following information addresses the ongoing operating businesses of Alpine consisting of the electrical wire business previously owned and operated by Superior, DNE Systems, Inc., and an equity method investment in Superior Israel, all of which were acquired from Superior effective December 11, 2002. For additional information regarding the Company's business segments, see Note 21, "Business Segments and Foreign Operations" to the consolidated financial statements.

Essex Electric

        The electrical wire business, formerly owned by Superior, is currently owned and operated by Essex Electric, a wholly-owned subsidiary of Alpine Holdco.

        Essex Electric manufactures and distributes a complete line of building wire products as well as a limited line of industrial wire products. As discussed below in "Superior TeleCom Inc.—Corporate Reorganization and Operational Restructurings", Superior consolidated its electrical wire manufacturing operations in 1999 and 2000, reducing its manufacturing facilities from 12 to six remaining manufacturing facilities in the United States.

        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

3

(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.

        Essex Electric 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 seven primary manufacturers in 2002. The Company 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 Essex Electric's two largest competitors, with Southwire Company ("Southwire") acquiring the building wire operations of General Cable Corporation. With this acquisition, Southwire became the largest manufacturer of building wire. 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 2002. As discussed under "Corporate Reorganization and Operational Restructurings", the Company 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, Essex Electric 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, Essex Electric's competition is fragmented across product lines and markets served. In February 2003, Essex Electric sold the majority of its industrial wire products businesses, including automotive wire, welding cable, motor lead wire and other similar industrial wire products to Copperfield, LLC. The sale included one manufacturing facility and equipment and inventory associated with the businesses. Total sales proceeds were approximately $13 million. This transaction will allow Essex Electric to focus on its core building wire products and a limited range of industrial wire products that are sold through the same channels. Total sales for the industrial wire products business were approximately 8.2% of total electrical wire sales in 2002.

        Essex Electric sells its electrical wire and cable products nationally primarily through manufacturers' representatives as well as a small internal sales group. Its customer base is large and diverse, consisting primarily of wholesale electrical and specialty distributors, consumer product retailers and hardware wholesalers. No single customer accounted for more than 10% of Essex Electric's net sales in 2002.

        Essex Electric serves wholesale electrical and specialty distributors through strategically located regional distribution centers ("RDCs"). These RDCs provide for centralized stocking of "off-the-shelf" Essex Electric building and industrial wire products. Essex Electric currently operates four leased RDCs located in Georgia, Missouri, California and Indiana.

4

Raw Materials

        The principal raw material used by Essex Electric in the manufacture of its wire products is copper rod and to a lesser extent plastics such as polyethylene and polyvinyl chloride. In connection with the Electrical Acquisition, Essex Electric and Superior entered into a Supply and Transitional Services Agreement whereby Essex Electric has, among other things, agreed to purchase certain specified quantities of copper rod manufactured by Superior. See discussion below under "Supply and Transitional Services Agreement."

        Copper is a commodity and is therefore subject to price volatility. Fluctuations in the cost of copper have not had a material impact on profitability due to the ability 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, COMEX fixed price futures contracts are used, to a limited extent, to manage commodity price risk.

Supply and Transitional Services Agreement

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

Competition

        The market for electrical wire products is highly competitive. Four manufacturers, including Essex Electric, comprise approximately 75% to 80% of the market for building and industrial wire. The balance of the market consists of a relatively small number of competitors. Many of Essex Electric's products are made to industry specifications and, therefore, may be interchangeable with competitors' products. Essex Electric 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 Essex Electric enjoys strong customer relations resulting from Essex and its predecessors' long participation in the industry, emphasis on customer service, commitment to quality control, reliability and substantial production resources. Furthermore, the Company believes that its distribution networks enable it to compete effectively with respect to delivery time.

Backlog; Returns

        Essex Electric has no significant backlog as finished goods are generally stocked to meet customer demand on a just-in-time basis. Essex Electric believes that the ability to supply orders in a timely

5

fashion is a competitive factor in the markets in which it operates. Historically, sales returns have not had a material adverse effect on the results of operations.

Research and Development

        Essex Electric conducts research and development activities at a leased facility in Lafayette, Indiana. These activities are focused on the development of improved PVC and rubber compounds which are used as insulation and jacketing materials for automotive, building and industrial wire products. Total research and development expenses related to the electrical wire business for the years ended December 31, 2002, 2001 and 2000 were $.7 million, $.8 million and $.7 million, respectively.

        Although Alpine Holdco and Essex Electric hold certain trademarks, licenses and patents, none is considered to be material to the business.

DNE Systems, Inc.

        DNE Systems, Inc. (together with its subsidiaries, unless the context otherwise requires, "DNE") through its wholly owned operating subsidiaries DNE Technologies, Inc. ("DNE Technologies") and DNE Manufacturing and Service Company ("DNE Manufacturing"), designs and manufactures communications equipment, integrated access devices and other electronic equipment for defense, government and commercial applications.

        DNE Technologies designs and manufactures communications and avionics products such as voice and data multiplexers, as well as asynchronous transfer mode ("ATM") concentrators and switches primarily for the U.S. Department of Defense ("DoD") which it has been supplying for over 50 years. Target markets include tactical access communications and avionics for the DoD. DNE Technologies has an installed base of over 14,000 multiplexers which have traditionally supplied efficient, reliable voice and data communication solutions to the U.S. Armed Forces. Revenue related to the DoD and defense related prime contractors amounted to 72%, 77%, and 68% of DNE's total revenue for the years ended December 31, 2002, 2001 and 2000, respectively.

        The current business environment for communications and avionics equipment sales to the DoD is favorable and anticipated to remain strong in the near term. Regional flare-ups, such as in the Middle East and the war with Iraq, could have a favorable and/or detrimental impact on DNE's business. While customer funds might be spent on products to sustain the immediate military needs, requirements for budgeted and future programs may suffer if supplemental funding is not approved.

        DNE Manufacturing is a provider of electronic manufacturing services ("EMS") in North America focused on providing turnkey solutions on an outsourced basis to sub-system and total electronic systems manufacturers. Due to present market conditions and the highly competitive nature of this market (low margins), DNE has chosen to de-emphasize marketing this business and service only its existing customer base.

Raw materials and manufacturing

        DNE utilizes a well-established and broad ranging electro-mechanical supplier base to support its manufacturing requirements. Commodities used in the assembly of DNE products are typically printed circuit boards, active and passive electrical components, power supplies, and metal fabrication parts.

        DNE has capabilities in printed circuit card assembly, precision electromechanical assembly and calibration, cable and harness assemblies, potting and hermetically sealing of electronic equipment depending on the type of product being manufactured. Final testing is performed on all products manufactured and is highly automated and specific to the product.

6

        All of DNE's operations are conducted in a single 65,000 square foot leased facility in Wallingford, CT.

Competition

        DNE competes in several specialty niches within the marketplaces for defense communication devices and electronic manufacturing services. The niches addressed by DNE Technologies include Point to Point Access Communications, Protocol Converters, ATM and Avionics for the DoD. DNE competes by direct sales to government programs and agencies as well as through prime contractors. Competition in this marketplace is based on meeting the specification and pricing requirements of the DoD. In the DoD access communications market DNE's main competitors are Net.com, Lucent, Adtran and CODEM.

Research and development

        Research and development expense is primarily related to sustaining, enhancement and development of products within the DoD Access Communications Market. Research and development expense amounted to $4.0 million; $3.9 million and $3.6 million for the years ended December 31, 2002, 2001, 2000, respectively.

Customers

        DNE's most significant customer is the DoD which represented 55%, 39% and 46% of DNE's total revenue for the years ended December 31, 2002, 2001 and 2000, respectively. In 2002 one commercial customer accounted for 13% of total revenues.

Backlog

        DNE's backlog represents firm order requirements received from customers and not shipped. DNE's backlog was $10.3 million and $15.2 million at December 31, 2002 and 2001, respectively. The decline in the backlog is almost exclusively related to the de-emphasis of the DNE Manufacturing business. Of the December 31, 2002 backlog, $9.8 million is expected to ship in 2003.

Superior Israel

        As a result of the Electrical Acquisition the Company holds a 47% equity method investment in Superior Cables Ltd. ("Superior Israel"). Superior Israel is the largest Israeli wire and cable manufacturer.

        Superior Israel's major product offerings include: (1) communications cable including copper and fiber optic outside plant ("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.

Superior TeleCom Inc.

        As discussed above, prior to December 11, 2002 Superior TeleCom Inc. (together with its subsidiaries, unless the context otherwise requires, "Superior") was a majority controlled subsidiary of Alpine and Alpine's consolidated results included the consolidated operations of Superior. The following discusses the business of Superior exclusive of the electrical wire business and DNE which were acquired by Alpine and are described above. Subsequent to December 11, 2002, Alpine's investment in Superior is accounted for using the equity method of accounting. See Notes 1 and 6 to the consolidated financial statements.

7

General

        Superior is one of the largest wire and cable manufacturers in North America. Superior manufactures wire and cable products for the communications and original equipment manufacturer, or "OEM", markets and prior to December 11, 2002 for the electrical market. 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, prior to December 11, 2002, building and industrial wire for applications in commercial and residential construction and industrial facilities.

Chapter 11 Filing

        On March 3, 2003, Superior and its U.S. subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. Superior decided to file a reorganization proceeding because it had been experiencing continued liquidity shortfalls which hampered its ability to meet interest and principal obligations on its long-term debt obligations. These shortfalls were primarily a result of both the overall global economic downturn and specific industry conditions, including reduced demand levels in the OEM and communications sectors caused by, among other things, substantial spending reductions by the regional Bell operating companies ("RBOCs") and independent telephone operating companies. In connection with the filings, Superior received interim bankruptcy court approval for $95 million of a $100 million debtor-in-possession ("DIP") financing facility from lenders within its existing bank group in order to provide liquidity during the reorganization process. Superior is developing a restructuring strategy in consultation with certain of its existing lenders under its senior credit facility that would include, among other things, the elimination and conversion into equity of a significant amount of debt resulting in a substantial deleveraging of Superior's capital structure. Superior's stockholders, including Alpine, and holders of the 8¹/2% Trust Convertible Preferred Securities of Superior Trust I will not receive any distribution under the contemplated restructuring strategy. Superior has been and continues to be in discussions with its entire lender group and hopes to obtain the requisite approvals for a plan of reorganization. However, there can be no assurance that such approval will be obtained, that the final restructuring and reorganization plan will contain the terms of Superior's current strategy or that such plan will be confirmed by the bankruptcy court or consummated. If the restructuring strategy is approved and confirmed by the bankruptcy court, the Company's equity interest in Superior will be eliminated as Superior's stockholders, including Alpine, would not receive any distributions for their equity interest.

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., was 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, 2002 common stock interest in Superior was 48.9%.

Acquisitions

        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

8

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 acquired 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 Ltd., became the largest wire and cable manufacturer in Israel with an approximate 80% market share. The operations of Superior Cables Ltd., including the acquired operations of Cvalim and Pica Plast, are referred to as "Superior Israel". As previously discussed, Superior sold a 47% equity interest in Superior Israel to Alpine effective December 11, 2002.

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 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 it'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. During the year ended December 31, 2002, in order to more closely align productive capacity with current market demands and to reduce overall manufacturing costs Superior closed its Communications Group Elizabethtown, Kentucky and Winnipeg, Canada manufacturing facilities and its OEM Group Rockford, Illinois manufacturing facility and shutdown its Electrical Group Canadian operations. This restructuring resulted in the elimination of 422 positions and a further reduction in manufacturing capacity.

9

Communications Group

        Superior's Communications Group includes its North American communications wire and cable operations and prior to December 11, 2002 the operations of Superior Israel and DNE Systems, Inc.

        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 (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 among the largest manufacturers of copper communications cable in North America, and the largest manufacturers of copper OSP wire and cable products worldwide.

Copper OSP Products

        Copper OSP 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'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.

        Superior's copper OSP wire and cable product sector revenues declined 14% in 2001 and 29% in 2002 reflecting substantial infrastructure spending reductions initiated by the RBOCs and independent telephone operating companies during the latter half of 2001 and in 2002. A number of general industry conditions have given rise to reduce demand levels such that virtually all major telephone operating companies experienced negative access line growth in the local loop in 2001 and 2002 which contributed to reduced demand for copper OSP products

        For the years ended December 31, 2002 and 2001, net sales of copper OSP products accounted for 55% and 63%, respectively, of the Communications Group net sales.

        Superior is a key supplier of copper OSP wire and cable to the RBOCs, Sprint Corporation and through distributors, the smaller independent telephone companies. For the years ended December 31, 2002 and 2001, 66% and 56% of Superior's copper OSP net sales were to the RBOCs and Sprint, respectively. Superior sells to the RBOCs and major independent telephone companies through a direct sales forecast well as through domestic and international distributors and sales representatives.

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 requirements 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.

        In the fiber optic OSP cable and premise product sectors, the dramatic growth in demand for these products experienced from 1995 to 2000 came to an abrupt halt in 2001, with demand declining dramatically in the second half of 2001. Pricing levels also declined over this same period. The significant reduction in demand for fiber OSP and premise products is believed to be attributable to the substantial overbuild over the past several years of long haul fiber optic local area networks.

10

        Sales of broadband products for the years ended December 31,2002 and 2001 accounted for 16% and 15%, respectively, of the Communications Group net sales.

        Superior's fiber optic OSP products are sold to LEC's (including the RBOC's) as well as CATV companies and independent distributors. Superior's premise wire and cable products are sold primarily through major national and international distributors and 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.

Superior Israel

        As previously discussed, prior to December 11, 2002 Superior Israel was a majority owned subsidiary of Superior and included in the consolidated operations of Superior's Communications Group.

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.

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 and 2002 resulting in a reduction in net sales of magnet wire products by Superior of 5% in 2002 and 14% in 2001. For the year ended December 31, 2002 and 2001, sales of magnet wire accounted for 75% and 74%, respectively, of the OEM Group net sales.

        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'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 years ended December 31, 2002 and 2001, approximately 83% and 84%, respectively, 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

11

distribution operations include a nationwide sales force, supported by 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

        As previously discussed, on December 11, 2002 the business constituting Superior's Electrical Group was sold to Alpine. For a discussion of the business of the Electrical Group see "The Alpine Group—Essex Electric" above.

Superior 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 one of the largest North American consumers of copper rod.

        Superior maintains four copper rod continuous casting units to 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. Superior also sells copper rod to outside third parties and, as previously discussed, to Essex Electric.

        Superior purchases copper cathode and, to the extent not provided internally, copper rod from a number of copper producers and metals merchants. Historically, Superior has had adequate supplies of copper available to it from producers and merchants, both foreign and domestic.

        Other than copper, Superior has multiple sources for its other essential raw materials and has not experienced any recent disruption in supply of raw material requirements.

Superior 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.

Superior 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.

Superior Research And Development

        Superior operates research and development facilities in Kennesaw, Georgia (for development of communications products), and Fort Wayne, Indiana (for metallurgical and chemical laboratories). The Kennesaw facility's efforts primarily address the needs of the Communications Group premise product lines and product cost-reduction activities. 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.

12

        Aggregate research and development expenses during the years ended December 31, 2002, 2001 and 2000 amounted to $8.2 million, $9.0 million and $7.2 million, respectively.

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

Export Sales

        The Company's export sales, including consolidated sales of Superior prior to December 11, 2002, were $77 million in 2002 and $140.5 million in 2001. Lain America and Europe are the Company's primary export markets.

Employees

        As of December 31, 2002, the Company employed approximately 1,300 employees, substantially all of which are employees of Essex Electric or DNE. Approximately 478 persons employed by the Company at December 31, 2002 are represented by unions. Collective bargaining agreements expire at various times through 2004, with contracts covering approximately 35% of the Company's unionized work force due to expire at various times in 2003. 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 Alpine 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 Alpine. No material expenditures relating to Alpine's current businesses for environmental matters were made in 2002, 2001 or 2000.

13

Item 2. Properties

        In connection with the Electrical Acquisition, Alpine acquired from Superior the facilities previously owned and operated by Superior's Electrical Group and DNE. The following table sets forth the properties utilized by Alpine as of December 31, 2002 after giving effect to the Electrical Acquisition.

(a)

In connection with its exit from the industrial wire business, Essex Electric sold the Lafayette, Indiana plant in February 2003 and ceased operations in its Orleans, Indiana plant. The Orleans plant is being leased to the purchaser of its industrial wire business.

(b)

Pursuant to the Supply and Transitional Services Agreement with Superior, Alpine is leasing space at Superior's Fort Wayne facility owned to house certain administrative functions of Alpine Holdco and Essex Electric. The term of this arrangement is for one year with options on the part of Essex Electric for two 6-month extensions. Annual rental is $360,000.

        Alpine believes its facilities are generally suitable and adequate for the business being conducted and to service the requirements of its customers. In 2001 and 2000 the utilization of the facilities was consistent with industry demand 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 2002, Essex Electric experienced a decline in demand for its products due to the general economic environment, a decline in the industrial and commercial markets served and certain industry specific conditions, principally a significant industry manufacturing over-capacity. In response and in connection with the Electrical Acquisition, Essex Electric developed a plan to consolidate and eliminate facilities that were not cost effective to more closely align the productive capacity with market demand. In the fourth quarter of 2002, one of the six finished goods manufacturing facilities (Columbia City, IN) was closed and some of that capacity was shifted to other facilities. In the first quarter of 2003, the Lafayette, IN facility and equipment were sold along with the equipment in the Orleans, IN facility. The purchaser is currently leasing the Orleans, IN facility. Management continues to evaluate the manufacturing capacity and capabilities of the business and has begun to take further actions to adjust productive capacity in line with market and industry conditions.

Item 3. Legal Proceedings

        The Company is engaged in certain litigations and administrative proceedings arising in the ordinary course of business. While the outcome of these can never be predicted with certainty, the Company does not believe that any of the existing litigations, administrative proceedings 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.

14

        Alpine's operations are subject to environmental laws and regulations in each of the jurisdictions in which it owns or operates facilities or for which it has assumed or retained liabilities 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 past and current facilities and at off-site disposal locations. On-site contamination at certain of these facilities is the result of historic activities and past operations. Alpine is currently involved in an environmental investigation at one site which may result in certain remedial activities being required under the oversight of a state environmental regulatory agency. Off-site liabilities may include clean-up responsibilities and response costs incurred by others at various sites, under federal or state statutes, for which the Company may be liable to the United States Environmental Protection Agency, or to state environmental agencies, or others as a Potentially Responsible Party ("PRP") or the equivalent.

        Alpine 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.

        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 Executive Vice President—Chief Operating Officer ("Johnson"), who was terminated by the Company in May 2001. Under the Federal Action the Company claimed, among other things, that Johnson breached his fiduciary obligations to the Company. 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 and discriminated against him on account of a disability and age in respect of the terms and conditions of his employment. In August 2002 the parties agreed to settle the Federal Action and the State Action and both matters were dismissed with prejudice.

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

        None.

15

PART II

Item 5. Market For Registrant's Common Equity And Related Stockholder Matters

        (a)    Market Information

        Trading in Alpine's common stock, $0.10 par value, was suspended by the New York Stock Exchange (NYSE) on July 10, 2002 and Alpine's common stock was subsequently delisted. Alpine's common stock is currently traded on the OTC Bulletin Board under the symbol ALPG. 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, 2002 and 2001.

        (b)    Holders

        The Company's transfer agent is American Stock Transfer & Trust Company, 59 Maiden Lane, New York, NY.

        At March 26, 2003, 14,134,984 shares of Alpine common stock were issued and outstanding, and there were approximately 1,476 record holders (exclusive of beneficial owners of shares held in street name or other nominee form) thereof.

        (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.

16

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, each of the years in the three-year period ended December 31, 2002, 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 ended April 30, 1999 and 1998, are derived from the audited consolidated financial statements of Alpine.

17

(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)

On December 11, 2002, Alpine acquired substantially all of the assets, subject to related accounts payable and accrued liabilities, of Superior's electrical wire business. Additionally, in connection with the acquisition certain changes were made with respect to Alpine's indirect voting interests in Superior such that Alpine no longer controlled Superior. Accordingly, effective for periods after December 11, 2002 Alpine's investment in Superior is accounted for using the equity method. See Notes 1 and 5 to the consolidated financial statements.

18

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

General

        Over the past five years, Alpine has held significant equity positions in industrial manufacturing companies. As of December 31, 2002, Alpine holds a 48.9% common equity interest in Superior TeleCom Inc. (together with its subsidiaries, unless the context otherwise requires, "Superior") and, in connection with an acquisition completed in December 2002, a 100% common equity interest in Alpine Holdco. During this same period, Alpine has also owned 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.

        On December 11, 2002, in accordance with the terms of a definitive purchase agreement, dated October 31, 2002, as amended on December 11, 2002, Alpine, through Alpine Holdco, acquired the following assets and securities from Superior: (1) substantially all of the assets, subject to related accounts payable and accrued liabilities, comprising Superior's electrical wire business; (2) all of the outstanding shares of capital stock of DNE Systems, Inc., a manufacturer of multiplexers and other communications and electronic products; and (3) all of the outstanding shares of capital stock of Texas SUT Inc. and Superior Cable Holdings (1997) Ltd., which together own approximately 47% of Superior Cables Ltd. ("Superior Israel"), the largest Israeli-based producer of wire and cable products. The acquisition is hereinafter referred to as the "Electrical Acquisition."

        Prior to December 11, 2002, Alpine's operations include the consolidated results of Superior and Superior's then majority owned subsidiary Superior Israel. As a result of the vesting of certain Superior restricted stock grants in 2002, Alpine's common equity ownership in Superior declined in 2002 from 50.2% at December 31, 2001 to 48.9%. Notwithstanding the decline in Alpine's direct equity ownership in Superior, Alpine had a controlling interest in Superior based on its additional indirect equity ownership position (including certain common share voting interests deemed to be controlled by Alpine). In connection with the Electrical Acquisition, certain changes were made with respect to Alpine's indirect voting interests such that Alpine no longer controlled Superior. Accordingly, effective for periods after December 11, 2002 Superior Israel, in which Alpine, as a result of the Electrical Acquisition, now has a 47% indirect equity interest, and Superior are accounted for under the equity method and are no longer consolidated with Alpine.

        Alpine's consolidated net income (loss) has historically reflected its share of Superior's net income (loss), after giving effect to the impact of minority interest. However, in the case of net losses incurred by a consolidated subsidiary, the amount of such losses allocable to minority interest in the consolidated statement of operations is limited under generally accepted accounting principles to the carrying value of minority interest in the consolidated balance sheet. As a result of the loss incurred by Superior upon adoption of SFAS 142, effective January 1, 2002 the minority interest was completely eliminated and therefore Alpine's consolidated statement of operations reflects 100% of the net losses incurred by Superior after January 1, 2002 and through December 11, 2002. Due to Superior's net losses in 2002, Alpine had a negative investment in Superior of $865.9 million at December 31, 2002. This negative investment is required under generally accepted accounting principles to be reflected in Alpine's consolidated balance sheet, notwithstanding the fact that Alpine is not obligated to fund any operating losses or deficits of Superior. Alpine's results subsequent to December 11, 2002 will include 100% of any earnings reported by Superior until the negative investment is eliminated, and Alpine will not record its equity in any future losses of Superior unless it has a positive investment in Superior. If Alpine were to liquidate or substantially reduce its investment in Superior, then Alpine would eliminate its negative investment in Superior and recognize a corresponding gain (based on the amount of the negative investment). As previously discussed, on March 3, 2003 Superior and its U.S. subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. Superior is

19

developing a restructuring strategy in consultation with certain of its existing lenders under its senior credit facility that would include, among other things, the elimination and conversion into equity of a significant amount of debt resulting in a substantial deleveraging of Superior's capital structure. If the contemplated restructuring strategy is confirmed by the bankruptcy court, Alpine's equity interest in Superior would be eliminated as Superior's stockholders, including Alpine, would not receive any distributions for their equity interests and Alpine would recognize a gain (based on the amount of the negative equity investment) upon confirmation.

        With the sale of Premier and PolyVision and following the Electrical Acquisition, the Company's principal operations at December 31, 2002 consist of the electrical business previously constituting Superior's Electrical Group, the operations of DNE Systems, Inc., and the Company's equity method investments in Superior and Superior Israel. The Company's operations for 2002 include the consolidated operations of Superior through December 11, 2002 and the continuing operations of the businesses acquired in the Electrical Acquisition for the period subsequent to December 11, 2002.

Superior TeleCom Inc.

        Superior manufactures a portfolio of wire and cable products grouped into the following primary industry segments: (i) communications, (ii) original equipment manufacturer ("OEM") (iii) and, prior to December 11, 2002, 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 prior to December 11, 2002 is 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. As noted above, Superior sold the operations comprising the Electrical Group to Alpine on December 11, 2002.

        Industry segment financial data (including sales and operating income by industry segment) for the years ended December 31, 2002, 2001 and 2000, is included in Note 21 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 fiscal 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, 2002 ("2002") as Compared to the Twelve Months Ended December 31, 2001 ("2001")

        Consolidated sales for the year ended December 31, 2002 were $1.40 billion, a decrease of 20% as compared to consolidated sales of $1.75 billion for the year ended December 31, 2001. Adjusted for a constant cost of copper, the sales decline in 2002 as compared to 2001 approximated 18%. The comparative reduction in sales for 2002 was due primarily to comparative declines of 38% in Superior's Communications Group sales (36% copper-adjusted sales decline) due principally to severe budgetary constraints and resulting spending reductions by Superior's telephone company customers along with a

20

smaller comparative decline in Superior's OEM Group sales of 13% (12% copper-adjusted sales decline) due to general weakness in the industrial sector. The comparative 2002 sales decline attributable to the deconsolidation of Superior effective December 11, 2002 amounted to $76.4 million.

        Superior's Communications Group sales for 2002 were $433.6 million, a decrease of 36% on a copper-adjusted basis from 2001. The sales decline in the current year as compared to the prior year was due primarily to a 29% reduction in comparative sales of copper outside plant ("OSP") cables (Superior's largest product segment), which are used principally by telephone companies in the local loop segment of the telephony network. OSP cables sales were lower due to significantly reduced spending levels by all of Superior's major telephone company customers following budgetary constraints imposed during the second half of 2001 and continuing in 2002. The comparative 2002 sales decline attributable to the deconsolidation of Superior effective December 11, 2002 amounted to $46.0 million.

        Superior's OEM Group sales were $464.5 million for 2002, a copper-adjusted decline of 12% as compared to the prior year. The sales decline in the 2002 as compared to 2001 reflected the reduced demand for magnet wire from Superior's major OEM customers due principally to the comparative decline on a year-over-year basis in the general economy, and particularly in the industrial sector. The comparative 2002 sales decline attributable to the deconsolidation of Superior effective December 11, 2002 amounted to $30.4 million.

        Electrical Group sales were $465.9 million for 2002 representing a decrease of 4% on a copper-adjusted basis as compared to 2001. The comparative sales decline was due principally to continuing weak industry-wide pricing conditions caused by severe industry overcapacity and competitive pressures in the building wire market.

        DNE sales were $38.4 million for 2002, an increase of 24% as compared to 2001 sales of $31.0. The increase in sales was primarily attributed to shipments in 2002 under a major new contract with the Department of Defense and nonrecurring revenues from two new electronics manufacturing services customers. Gross margin percentage, however, declined in 2002 due to the higher rate of sales growth in low margin electronics manufacturing services business as compared to communications and avionics products.

        For the year ended December 31, 2002, gross profit was $169.8 million, a decline of 38% as compared to the prior year. The comparative decline in gross profit was principally the result of (i) lower sales associated with the aforementioned spending reductions by the telephone companies and weak industry conditions in both the industrial and commercial construction sectors and (ii) lower gross margin percentage caused by competitive pricing pressures and the impact of manufacturing cost absorption resulting from reduced production levels.

        Selling, general and administrative expenses ("SG&A expense") for 2002 were $142.5 million, a decrease of 10%, as compared to SG&A expense of $158.5 million for 2001. The decline is due to cost reductions in all of the Company's business units in response to reduced sales and commercial activity, partially offset by higher insurance costs and higher professional fees associated with Superior's financial restructuring activities. The decline in SG&A expense attributable to the deconsolidation of Superior effective December 11, 2002 amounted to $7.1 million.

        Superior incurred restructuring and other charges of $33.3 million for the year ended December 31, 2002, which includes non-cash charges for the write-down of property, plant and equipment of $18.1 million, $9.0 million of employee separation costs (422 personnel) and $6.2 million of facility closure costs. These charges reflect (i) the closure of Superior's Communications Group Elizabethtown, Kentucky and Winnipeg, Canada manufacturing facilities ($27.3 million); (ii) the closure of Superior's OEM Group Rockford, Illinois manufacturing facility ($4.2 million); (iii) the shutdown of Superior's Electrical Group Canadian operations ($0.9 million) and (iv) the operational restructuring activities at Superior Israel ($0.9 million). These actions were principally taken to more closely align productive capacity with current market demands and to reduce overall manufacturing costs.

21

Additionally, during the year ended December 31, 2002, Alpine recorded restructuring and other charges of $1.4 million related to certain termination and retirement benefits paid in connection with Alpine corporate administrative staff reductions and Essex Electric recorded restructuring and other charges of $1.8 million consisting of $1.6 million of employee termination costs (198 personnel) and $0.2 million of facility exit costs related to closure of its Columbia City, Indiana plant. The Company incurred restructuring and other charges of $10.7 million during 2001 consisting of $3.0 million related to legal and professional fees associated with amendments to Superior's bank credit agreement and asset divestiture activities, $2.3 million related to Superior Israel's restructuring activities and $5.4 million related principally to the recognition of certain unfunded prior year retirement plan obligations upon termination of benefits for certain employees resulting from an administrative reorganization.

        As discussed in Note 14 to the consolidated financial statements, Superior incurred a non-cash loss on asset sale and impairment charge of $177.9 million associated with the sale to Alpine of Superior's Electrical wire business and assets, the common stock of Superior's wholly-owned subsidiary DNE Systems, Inc. and Superior's 47% interest in Superior Israel. The charge related principally to Superior's Electrical Group wire business. Alpine recorded a corresponding pre-tax charge of $139.0 million reflecting Superior's impairment charge and the loss recognized by Superior on consummation of the Electrical Acquisition attributable to the non-controlling interest in Superior. As discussed below, the Company also incurred a goodwill impairment charge in the fourth quarter of 2002 of $324.7 million.

        The Company incurred an operating loss of $472.9 million in 2002. Before restructuring and other charges, loss on asset sale and impairment charges and goodwill amortization, the Company generated operating income of $27.3 million for 2002, a decline of $90.1 million as compared to 2001. The comparative decline in operating income for the current year was principally attributable to substantially lower sales volumes in 2002 and reduced gross profit margins, primarily in Superior's Communications and Electrical business segments.

        Interest expense for 2002 was $105.3 million, representing a decrease of $14.6 million from 2001. The decrease in interest expense in 2002 was primarily the result of lower comparative LIBOR market interest rates and lower debt levels at Alpine corporate (see "Liquidity and Capital Resources"), partially offset by increased interest spreads over LIBOR on Superior's Senior Subordinated Notes, which interest was paid in the form of PIK Notes rather than cash in 2002.

        The Company incurred losses on investments in securities of $33.8 million in 2001 which includes realized losses on the 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. The Company incurred additional impairment losses of $4.1 million on the Cookson shares for the year ended December 31, 2002.

        The Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets" effective January 1, 2002. As of December 31, 2001, $754 million in goodwill was included as an asset in Alpine's consolidated balance sheet, substantially all of which related to recorded goodwill of Superior. SFAS No. 142 requires that the amortization of goodwill and certain other intangible assets cease as of January 1, 2002 and that the related recorded value of goodwill be allocated to the identified reporting units of the Company and its consolidated subsidiaries (in this case, Superior) and be reviewed annually for impairment. The transitional rules for implementing SFAS No. 142 provide that any goodwill impairment resulting from initial application of this new rule be reflected through a charge to income as a cumulative effect of an accounting change, as of January 1, 2002. The impact of recent economic conditions and industry specific conditions affecting Superior's business segments resulted in substantially reduced fair values and thus initial implementation of SFAS No. 142 gave rise to a

22

non-cash goodwill impairment charge of $388 million which was recorded retroactively to January 1, 2002 as a cumulative effect of accounting change. The charge was comprised of $166 million related to Superior's Electrical segment and $258 million related to Superior's OEM segment net of $39 million allocated to the minority interest in Superior and a further $3 million relating to additional goodwill associated with Alpine's investment in Superior. As required by SFAS No. 142, the Company performed another annual review for impairment of goodwill in the fourth quarter of 2002. As a result of continued depressed economic conditions, specific industry conditions in the telecommunications industry and continued declines in Superior's operating income and results of operations, Superior recognized an additional goodwill impairment loss in the fourth quarter of 2002 of $324.7 million to write-off the remaining goodwill in its OEM and Communications reporting units since the carrying amount of the reporting units was greater than the fair value of the reporting units' (as determined using the expected present value of future cash flows) and the carrying amount of the reporting units goodwill exceeded the implied fair value of that goodwill. Superior's entire impairment charge was recognized (without allocating any of the loss proportionately to minority interest) in Alpine's consolidated statement of operations.

        During 2002 Alpine redeemed $10.1 aggregate face amount of its 12.25% Senior Subordinated Notes for a cash payment of $7.6 million resulting in an extraordinary gain, net of tax, of $1.4 million. Additionally, Alpine recognized an extraordinary gain of $12.6 representing unallocated negative goodwill from the Electrical Acquisition. The Company recorded an after tax extraordinary charge for early extinguishment of debt of $1.4 million in 2001 representing 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

        As further discussed in Notes 1 and 14 to the December 31, 2002 consolidated financial statements, Alpine incurred a $388 million non-cash charge related principally to Superior's impairment of goodwill recorded in connection with the adoption of SFAS No. 142, a further non-cash impairment charge of $324.7 million related to Superior's annual assessment of goodwill impairment and a $90.4 million (after tax) charge for loss on asset sale and impairments. Including the impact of the aforementioned impairment charges, Alpine reported a net loss for 2002 of $874.6 million or $58.89 per diluted share. For the year ended December 31, 2001 the Company incurred a net loss of $31.0 million or $2.13 per diluted share.

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 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 $695.7 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 implementation of budgetary spending constraints by such customers in the second half of 2001.

        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.

23

        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.

        DNE sales were $31.0 million for 2001, an increase of 3% as compared to 2000 sales of $30.0. Sales increases of communications and avionics products were largely offset by a decline in electronics manufacturing services revenue. The decline in electronics manufacturing services revenue was due to unfavorable conditions in the semiconductor equipment-manufacturing marketplace, where DNE's contract manufacturing business is highly leveraged. Gross margin percentage increased slightly in 2001, reflecting a higher mix high margin communication and avionics sales as compared to lower margin contract manufacturing.

        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 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.

        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 expense reflected a $6.2 million comparative reduction in corporate administrative expenses resulting from an administrative reorganization and cost reduction initiatives at Alpine corporate.

        Operating income in 2001 before restructuring and other 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 restructuring and other charges of $10.7 million during 2001 and $15.0 million during 2000. Superior incurred restructuring and other charges in 2001 of $3.0 million related to legal and professional fees associated with Superior's bank credit agreement amendment and with Superior's asset divestiture activities and $2.3 million related to restructuring activities in its Superior Israel operations. Alpine incurred restructuring and other 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 an administrative reorganization. The restructuring and other 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 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.

24

        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).

Liquidity and Capital Resources

        As previously mentioned, prior to December 11, 2002 the consolidated financial statements of Alpine include the operating results and balance sheet of Superior. Superior has a highly leveraged capital structure with approximately $1.16 billion in debt as of December 31, 2002. On March 3, 2003, Superior and its U.S. subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. In connection with the filings, Superior received interim bankruptcy court approval for $95 million of a $100 million debtor-in-possession ("DIP") financing facility from lenders within its existing bank group in order to provide liquidity during the reorganization process. Superior is developing a restructuring strategy in consultation with certain of its existing lenders under its senior credit facility that would include, among other things, the elimination and conversion into equity of a significant amount of debt resulting in a substantial deleveraging of Superior's capital structure. Superior's stockholders, including Alpine, and holders of the 8¹/2% Trust Convertible Preferred Securities of Superior Trust I will not receive any distribution under the contemplated restructuring strategy. Superior has been and continues to be in discussions with its entire lender group and hopes to obtain the requisite approvals for a plan of reorganization. However, there can be no assurance that such approval will be obtained, that the final restructuring and reorganization plan will contain the terms of Superior's current strategy or that such plan will be confirmed by the bankruptcy court or consummated. If the restructuring strategy is approved and confirmed by the bankruptcy court, the Company's equity interest in Superior will be eliminated as Superior's stockholders, including Alpine, would not receive any distributions for their equity interest. Alpine has a negative investment in Superior at December 31, 2002 of $865.9 million, thus Superior's restructuring should not adversely impact Alpine's financial condition.

        The following discussion of the Company's liquidity and capital resources excludes the accounts of Superior.

Alpine Holdco

        As previously discussed, in December 2002, in accordance with the terms of a definitive purchase agreement, dated October 31, 2002, as amended on December 11, 2002, Alpine, through its newly formed, wholly-owned subsidiary, Alpine Holdco, acquired the following assets and securities from Superior: (1) substantially all of the assets, subject to related accounts payable and accrued liabilities, of Superior's electrical wire business, which is currently owned and operated by Essex Electric Inc. ("Essex Electric"), a newly formed, wholly-owned subsidiary of Alpine Holdco; (2) all of the outstanding shares

25

of capital stock of DNE Systems, Inc., and (3) and approximately 47% of Superior Israel for a total purchase price of approximately $85 million in cash and issuance of a warrant enabling Superior to purchase 19.9% of the common stock of Essex Electric.

        The acquisition was financed by approximately $10 million of Alpine's cash and cash equivalents and borrowings by Alpine Holdco under a Loan and Security Agreement (the "Loan Agreement"), dated as of December 11, 2002, by and among Alpine Holdco, Essex Electric, DNE Systems, Inc and its wholly-owned subsidiaries, DNE Manufacturing and Service Company ("Manufacturing") and DNE Technologies, Inc. ("Technologies" and, together with Alpine Holdco, Essex Electric, DNE Systems, Inc. and Manufacturing, the "Companies"), certain financial institutions party thereto as lenders, Congress Financial Corporation, as documentation agent, and Foothill Capital Corporation, as arranger and administrative agent. Upon consummation of the acquisition approximately $78 million was outstanding under the Loan Agreement. Following consummation of the acquisition, the borrowers under the Loan Agreement are Essex Electric, Manufacturing and Technologies.

        The terms of the Loan Agreement provide for a maximum committed amount of $100 million, with borrowing availability determined by reference to a borrowing base. Interest is payable monthly in cash in arrears and is based on, at Alpine Holdco's option, LIBOR or prime rates plus a variable margin that is subject to periodic adjustment based on utilization and on a ratio relating to leverage amounts. The Loan Agreement also provides for maintenance of financial covenants and ratios relating to minimum EBITDA, tangible net worth and accounts payable turnover, and restrictions on capital expenditures, payment of cash dividends and incurrence of indebtedness. Outstanding obligations under the Loan Agreement are guaranteed by DNE Systems, Inc. and are secured by a lien on all of the Companies' tangible and intangible assets, other than the investment in Superior Israel and certain equipment used by DNE Systems Inc. in conjunction with its U.S. government contracts. The obligations under the Loan Agreement are without recourse to Alpine. The Loan Agreement matures in five years and the Companies may terminate the Loan Agreement at any time upon 45 days' prior written notice and payment of all outstanding borrowings, together with unpaid interest, and a termination fee equal to 0.75% of the maximum committed amount. At any time after the second anniversary of the closing of the Loan Agreement the Companies may, upon 30 days' prior written notice, permanently reduce the maximum commitments without penalty or premium. At December 31, 2002 the Companies had $19.2 million of borrowing availability under the Loan Agreement.

        In February 2003, Essex Electric sold inventory and certain property and equipment related to its industrial wire business for total cash proceeds of approximately $13 million.

Alpine Corporate

        During 2002 Alpine redeemed $10.1 aggregate face amount of its 12.25% Senior Subordinated Notes for a cash payment of $7.6 million. Further, in February 2002, Alpine repaid loans totaling $22 million upon early settlement of certain forward sale derivative contracts related to 10.5 million ordinary shares of Cookson (FTSE: CKSN.L). As a result of the above transactions, Alpine's total debt at December 31, 2002, exclusive of borrowings under the Loan Agreement, amounted to $3.1 million, including $2 million in 12.25% Senior Subordinated Notes due in July 2003.

        As of December 31, 2002 Alpine has unrestricted corporate cash and cash equivalents of approximately $3.7 million. As of December 31, 2002, Alpine also owned 3.8 million ordinary shares of Cookson (FTSE: CKSN.L) with a fair value of $1.2 million which is included in other assets. As a result of the Electrical Acquisition and Superior's subsequent bankruptcy filing, Alpine's current sources of liquidity include existing cash, cash equivalents and marketable securities and cash proceeds from asset sales. Pursuant to a management agreement with Alpine Holdco dated December 11, 2002, so long as no event of default exists or is created by such payment under the Loan Agreement, Alpine is paid by Alpine Holdco an annual management fee of $1 million payable quarterly, and is reimbursed

26

for all direct costs incurred by it related to the business of Alpine Holdco. Alpine's ability to receive distributions from Alpine Holdco is limited by the Loan Agreement to amounts representing Alpine's tax liability in respect of the operations of Alpine Holdco and $250,000 per year.

        Alpine estimates that capital expenditures for 2003 will approximate $8 to $9 million. Additionally, principal payments of $2.1 are due in 2003 on Alpine's Senior Subordinated Notes and other debt. Alpine historically is a party to a guaranty of Superior's obligations as tenant under a capital lease covering one of Superior's facilities. However, the facility and underlying lease are a valuable asset of Superior and it is anticipated that as part of its reorganization Superior will assume the lease and perform as tenant thereunder. The recorded balance of Superior's capital lease obligation was $5 million at December 31, 2002. Alpine Holdco also plans to conduct restructuring activities to rationalize manufacturing capacity and reduce working capital which are expected to result in restructuring costs of approximately $10 million during 2003. These restructuring activities in 2003 together with potential operating income shortfalls may result in violations of certain financial covenants under the Loan Agreement in 2003. As a result of the application of proceeds from the sale of the industrial wire business and working capital reductions through March 26, 2003, Alpine Holdco has reduced the outstanding balance of borrowings under the Loan Agreement to $51.1 million and at March 26, 2003 had a borrowing availability of $16.2 million. Alpine believes that existing cash and cash equivalents, cash provided by operations and working capital reductions together with borrowing under the Loan Agreement will be sufficient to meet its and Alpine Holdco's capital requirements for 2003. In the event of any covenant violations under the Loan Agreement, Alpine believes that it would be able to obtain the necessary waivers from its lenders. Furthermore, if necessary, Alpine believes it could obtain refinancing on terms and conditions generally consistent with the Loan Agreement. However, there can be no assurance that Alpine can obtain such waivers or that alternative financing will be available. Alpine Holdco was in violation of certain financial reporting covenants at March 31, 2003 and has received applicable waivers from the lenders extending the required filing date to April 30, 2003.

        Superior Israel's operations are funded and financed separately, with recourse to Superior Israel but otherwise on a non-recourse basis to Alpine, and include a $147 million credit facility consisting of a $113 million term loan and a $34 million revolving credit facility. At December 31, 2002, Superior Israel had $9.2 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", trading in Alpine's common stock was suspended by the New York Stock Exchange (NYSE) on July 10, 2002 and Alpine's common stock was subsequently delisted. Alpine's common stock is currently traded on the OTC bulletin board under the symbol ALPG. The delisting of Alpine's stock could impact Alpine's ability to raise funds in the equity markets in the future.

Derivative Financial Instruments

        The market prices of copper, the Company's most significant raw material, and aluminum experience marked fluctuations, thereby subjecting the Company to commodity price risk. The Company, to a limited extent, uses or has used forward fixed price contracts to manage such commodity price risks. Additionally, the Company uses or has used foreign currency forward exchange contracts to hedge certain receivables and payables denominated in foreign currencies to minimize the risk to the Company's cash flows related to fluctuations in foreign currency exchange rates. The Company does not hold or issue financial instruments for investment or trading purposes. The Company is exposed to credit risk in the event of nonperformance by counter parties; however, the Company does not anticipate such nonperformance.

27

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 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 1 to the consolidated financial statements. Management believes that the application of policies regarding the establishment of allowances for accounts receivable and inventories, long-lived asset and goodwill impairment, 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. 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.

        The Company reviews long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of the asset to the undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows an impairment charge is recognized by the amount by which the carrying amount exceeds the fair value of the asset. The Company reviews goodwill for impairment annually or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired. Recoverability of goodwill is measured by a comparison of the carrying value to the fair value of a reporting unit in which the goodwill resides. If the carrying amount of a reporting unit exceeds its fair value an impairment charge is recognized to the extent the implied fair value of the reporting unit's goodwill exceeds its carrying value. The implied fair value of goodwill is the residual fair value, if any, after allocating the fair value of the reporting unit to all of the assets (recognized and unrecognized) and all of the liabilities of the reporting unit. The fair value of reporting units is generally determined using a discounted cash flow approach. Assumptions and estimates with respect to estimated future cash flows used in the evaluation of long-lived asset and goodwill impairment are subject to a high degree of judgment and complexity.

        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.

28

New accounting standards

        In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145 amends existing guidance to eliminate the current requirements that gains and losses on early extinguishment of debt must be classified as extraordinary items and permits such classification only if the debt extinguishment meets the criteria for classification as an extraordinary item under 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. SFAS No. 145 also amends SFAS No. 13 to require sale-leaseback accounting for certain lease modifications that have economic effects similar to sale-leaseback transactions. The provisions of the Statement related to the rescission of Statement No. 4 is applied in fiscal years beginning after May 15, 2002. Earlier application of these provisions is encouraged. The provisions of the Statement related to Statement No. 13 were effective for transactions occurring after May 15, 2002, with early application encouraged. The adoption of SFAS No. 145 in 2003 will result in the reclassification of gains and losses on early extinguishment of debt previously recognized as extraordinary items in the Company's financial statements.

        In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The adoption of SFAS No. 146 is not expected to have a material effect on the Company's financial statements.

        In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34. This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of the Interpretation are applicable to guarantees issued or modified after December 31, 2002 and are not expected to have a material effect on the Company's financial statements. The disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002.

        In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure, an amendment of FASB Statement No. 123. This Statement amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of Statement No. 123 to require prominent disclosures in both annual and interim financial statements. Certain of the disclosure modifications are required for fiscal years ending after December 15, 2002 and are included in the notes to these consolidated financial statements.

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. A one percent increase in interest rates affecting Alpine Holdco's Loan Agreement and Alpine's long-term debt at December 31, 2002 would increase annual interest expense by approximately $0.7 million.

29

        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, the impact of Superior's Chapter 11 filing 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, 2002, 2001 and 2000 and for each of the years in the three-year period ended December 31, 2002 and the reports of the independent public accountants thereon and financial statement schedules required under Regulation S-X are submitted herein as a separate section following Item 15 of this report.

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

        On May 8, 2002, the Company, based on the recommendation of the Audit Committee of the Company's Board of Directors terminated the engagement of Arthur Andersen LLP ("AA") as the Company's independent public accountants.

        The audit reports issued by AA on the Company's consolidated financial statements as of and for the fiscal years ended December 31, 2001 and 2000 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

        During the years December 31, 2001 and 2000, and the subsequent interim periods through May 8, 2002, there were no disagreements with AA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to AA's satisfaction, would have caused AA to make reference to the subject matter of the disagreements in connection with AA's reports on the Company's consolidated financial statements for such periods; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

        The Company provided AA with a copy of the foregoing disclosures, and a letter from AA confirming its agreement with these disclosures was filed as an exhibit to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 10, 2002.

        On May 31, 2002, the Company, based on the recommendation of the Audit Committee of the Company's Board of Directors, appointed Deloitte & Touche LLP to serve as the Company's independent public accountants for the year ending December 31, 2002.

        During the Company's fiscal years ended December 31, 2000 and 2001, and through May 31, 2002, the Company did not consult with Deloitte & Touche LLP with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, or any of the other matters or reportable events listed in Item 304(a)(2)(i) and (ii) of Regulation S-K.

30

PART III

Item 10. Directors And Executive Officers Of Registrant

        The information required by this item will be filed by amendment to this Form 10-K.

Item 11. Executive Compensation

        The information required by this item will be filed by amendment to this Form 10-K.

Item 12. Security Ownership Of Certain Beneficial Owners And Management and Related Stockholder Matters

        Information about the Company's equity compensation plans at December 31, 2002 was as follows:

(1)

The Company adopted the Stock Compensation Plan for Non-Employee Directors (the "Stock Compensation Plan") in January, 1999. Under the Stock Compensation Plan, each non-employee director of the Company automatically receives 50% of the annual retainer in either restricted common stock or non-qualified stock options, as elected by the director. In addition, each non-employee director may also elect to receive all or a portion of the remaining among of the annual retainer and any meeting fees in the form of restricted stock options in lieu of cash payment. Each stock option granted under the Stock Compensation Plan expires on the tenth anniversary of the date of grant. Awards of restricted stock and stock options under the Stock Compensation Plan vest upon the earliest of the following to occur: (1) the third anniversary of the date of grant; (ii) a non-employee director's death; and (iii) a change in control of the Company, as defined in the Stock Compensation Plan. Any shares issued pursuant to the Stock Compensation Plan will be issued from the Company's treasury stock.

(2)

The Company adopted the Deferred Stock Account Plan (the "Deferred Stock Account Plan") in March, 1999, an unfunded deferred compensation plan whereby certain key management employees are permitted to defer the receipt of all, or a portion of, bonuses paid in shares of common stock of the Company (including shares of restricted stock) and shares issued upon stock option exercises. The Deferred Stock Account plan also provides for matching contributions by the Company in various percentages upon shares of common stock deferred therein. Shares issued pursuant to the deferred stock component of these plans are held in irrevocable grantor trusts. Any shares issued pursuant to the Deferred Stock Account Plan will be issued from the Company's treasury stock.

(3)

In 1999 and 2000, the Company granted non-qualified stock options to purchase shares of the Company's common stock under individual option agreements to certain key management employees, exercisable at the fair market value of the common stock on the date of grant. Stock options vest in equal annual installments over the three year period commencing

31

on the first anniversary date of grant or, if earlier, will fully vest upon the occurrence of a change in control. Any shares issued upon exercise of these options will be issued from the Company's treasury stock.

(4)

Pursuant to the express terms of the 1987 Long-Term Equity Incentive Plan, no additional awards may be issued under this plan after 1997.

(5)

The plans not approved by stockholders do not contain a specified maximum number of shares that can be issued to participants. The number of shares issued depends upon the individual elections made by the participants in the plans. In respect of the Individual Stock Option Grants, the number of shares granted is determined at the date of grant by the Executive Compensation and Organization Committee of the Board of Directors of the Company. Any shares issued pursuant to these arrangements will be issued from the Company's treasury stock.

Item 13. Certain Relationships And Related Transactions

        The information required by this item will be filed by amendment to this Form 10-K.

Item 14. Controls and Procedures

        Evaluation of Controls and Procedures

        Based on their evaluation of the Company's disclosure controls and procedures as of a date within 90 days of the filing of this Report, the Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures are effective.

        There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation.

32

PART IV

Item 15. Exhibits, Financial Statement Schedules, And Reports On Form 8-K

(a)(1), (a)(2) See the separate section of this report following Item 15 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 15(c) below.

(b) On December 26, 2002, the Company filed an Item 5 Form 8-K regarding the Electrical Acquisition.

(c) Exhibits

33

34

35

36

*

Filed herewith.

37

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 15, 2003

        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.

38

CERTIFICATIONS

I, Steven S. Elbaum, certify that:

1.

I have reviewed this annual report on Form 10-K of The Alpine Group, Inc.:

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;



(b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and



(c)

presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and



(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

        Date: April 15, 2003

39

CERTIFICATIONS

I, David S. Aldridge, certify that:

1.

I have reviewed this annual report on Form 10-K of The Alpine Group, Inc.:

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;



(b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and



(c)

presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and



(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: April 15, 2003

40

INDEX TO FINANCIAL STATEMENTS

F-1

INDEPENDENT AUDITORS' REPORT

To the Board of Directors,
The Alpine Group, Inc.
Atlanta, Georgia

        We have audited the accompanying consolidated balance sheet of The Alpine Group, Inc. and subsidiaries (the "Company") as of December 31, 2002, and the related consolidated statements of operations, stockholders' equity, and cash flows for the year then ended. Our audit also included the 2002 financial statement schedules listed in the Index at Item 15. These consolidated financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audit. The financial statements and financial statement schedules as of December 31, 2001 and for each of the two years in the period then ended, before the revisions to Note 1, 6 and 21 of the financial statements, were audited by other auditors who have ceased operations. Those auditors expressed an unqualified opinion on those financial statements and stated that such 2001 and 2000 financial statement schedules, when considered in relation to the 2001 and 2000 basic financial statements taken as a whole, presented fairly in all material respects the information set forth therein, in their report dated April 2, 2002.

        We conducted our audit in accordance with auditing standards generally accepted in the United States of America. 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 audit provides a reasonable basis for our opinion.

        In our opinion, such 2002 consolidated financial statements present fairly, in all material respects, the financial position of The Alpine Group, Inc. and subsidiaries as of December 31, 2002, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, such 2002 financial statement schedules, when considered in relation to the basic 2002 financial statements taken as a whole, present fairly in all material respects the information set forth therein.

        As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for goodwill and other intangible assets in 2002 to conform to Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets."

        As discussed above, the financial statements of The Alpine Group, Inc. and subsidiaries as of December 31, 2001, and for the years ended December 31, 2001 and 2000, were audited by other auditors who have ceased operations. These consolidated financial statements have been revised as follows:

1.

Note 1 includes the transitional disclosures required by Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," which was adopted by the Company as of January 1, 2002. Our audit procedures with respect to the disclosures in Note 1 with respect to 2001 and 2000 included (1) comparing the previously reported net loss to the previously issued financial statements and the adjustments to reported net loss representing amortization expense recognized in those periods related to intangible assets that are no longer being amortized to the Company's underlying analysis obtained from management, and (2) testing the mathematical accuracy of the reconciliation of adjusted net loss to reported net loss and related loss-per-share amounts.

F-2

2.

Note 6 includes summarized financial information for Superior TeleCom Inc. as of December 31, 2001 and for the years ending December 31, 2001 and 2000. Our audit procedures with respect to these disclosures for 2001 and 2000 included (a) agreeing the information presented to the 2001 and 2000 financial statements of Superior TeleCom Inc. contained in its 2001 annual report on Form 10-K filed with the Securities and Exchange Commission, and (b) testing the mathematical accuracy of the summarization of such financial information.



3.

As described in Note 21 segment information for 2001 and 2000 has been restated to present the components of the Company's reportable segments resulting from a change in organizational structure as required by Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information." Our audit procedures with respect to these disclosures for 2001 and 2000 included agreeing the restated information and the additional information regarding customers of DNE Systems Inc. to the Company's underlying records obtained from management.

        In our opinion, the above disclosures for 2001 and 2000 are appropriate. However, we were not engaged to audit, review, or apply any procedures to the 2001 and 2000 financial statements of the Company other than with respect to such disclosures and, accordingly, we do not express an opinion or any other form of assurance on the 2001 and 2000 financial statements taken as a whole.

DELOITTE & TOUCHE LLP
Atlanta, Georgia
April 7, 2003

F-3

REPORT OF PREDECESSOR INDEPENDENT PUBLIC ACCOUNTANTS

        The following report is a copy of a report previously issued by Arthur Andersen LLP and it has not been reissued by Arthur Andersen LLP.

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.

/s/Arthur Andersen LLP
Atlanta, Georgia
April 2, 2002

F-4

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-5

THE ALPINE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

F-6

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-7

THE ALPINE GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except share data)