-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HwTCqrBmwucaJmd0nkn6AZDZF3AFVELuakAOzdJt4rdpHf0ciHgUTMRzG2YMPCC7 K0T3kXx4hcjue51PmuPLuw== 0000902664-00-000142.txt : 20000215 0000902664-00-000142.hdr.sgml : 20000215 ACCESSION NUMBER: 0000902664-00-000142 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALPINE GROUP INC /DE/ CENTRAL INDEX KEY: 0000004164 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 221620387 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-31325 FILM NUMBER: 538670 BUSINESS ADDRESS: STREET 1: 1790 BROADWAY STREET 2: 15TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127573333 MAIL ADDRESS: STREET 1: 150 INTERSTATE NORTH PKWY STREET 2: STE 110 CITY: ATLANTA STATE: GA ZIP: 30339 FORMER COMPANY: FORMER CONFORMED NAME: ALPINE GEOPHYSICAL CORP DATE OF NAME CHANGE: 19841202 FORMER COMPANY: FORMER CONFORMED NAME: ALPINE GEOPHYSICAL ASSOCIATES INC DATE OF NAME CHANGE: 19810120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARDSLEY ADVISORY PARTNERS CENTRAL INDEX KEY: 0000900529 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 0 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 646 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 MAIL ADDRESS: STREET 1: 646 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE 13G ---------------- INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. )1 The Alpine Group, Inc. (NAME OF ISSUER) Common Stock, $.10 par value (TITLE OF CLASS OF SECURITIES) 020825105 (CUSIP NUMBER) December 31, 1999 (Date of Event which requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) - ----------------- 1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PAGE 1 OF 7 PAGES 13G CUSIP No. 020825105 - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ardsley Advisory Partners - ------------------------------------------------------------------------------ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ------------------------------------------------------------------------------ (3) SEC USE ONLY - ------------------------------------------------------------------------------ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut - ------------------------------------------------------------------------------ NUMBER OF (5) SOLE VOTING POWER 0 SHARES --------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 1,100,000 OWNED BY --------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING --------------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER 1,100,000 - ------------------------------------------------------------------------------ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,100,000 - ------------------------------------------------------------------------------ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ------------------------------------------------------------------------------ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.6% - ------------------------------------------------------------------------------ (12) TYPE OF REPORTING PERSON ** IA - ------------------------------------------------------------------------------ ** SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE 2 OF 7 PAGES 13G CUSIP No. 020825105 - ------------------------------------------------------------------------------ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Philip J. Hempleman - ------------------------------------------------------------------------------ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] - ------------------------------------------------------------------------------ (3) SEC USE ONLY - ------------------------------------------------------------------------------ (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------ NUMBER OF (5) SOLE VOTING POWER 0 SHARES --------------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 1,100,000 OWNED BY --------------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING --------------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER 1,100,000 - ------------------------------------------------------------------------------ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,100,000 - ------------------------------------------------------------------------------ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ------------------------------------------------------------------------------ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.6% - ------------------------------------------------------------------------------ (12) TYPE OF REPORTING PERSON ** IN - ------------------------------------------------------------------------------ ** SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE 3 OF 7 PAGES ITEM 1(a). NAME OF ISSUER: The Alpine Group, Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1790 Broadway, New York, New York 10019-1412 ITEM 2(a). NAME OF PERSON FILING: Ardsley Advisory Partners and Philip J. Hempleman ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE: 646 Steamboat Road, Greenwich, Connecticut 06836 ITEM 2(c). CITIZENSHIP: Ardsley Advisory Partners is a Connecticut general partnership. Mr. Hempleman is a United States citizen. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $.10 par value ITEM 2(e). CUSIP NUMBER: 020825105 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d- 2(b) or (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [x] An investment adviser in accordance with Rule 13d- 1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; PAGE 4 OF 7 PAGES (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ] ITEM 4. OWNERSHIP. (a) Amount beneficially owned: 1,100,000 (b) Percent of class: 7.6% (based on the 14,516,975 shares of Common Stock, $.10 par value reported to be outstanding as of December 10, 1999, as reflected in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Company for the quarter ended October 31, 1999.) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 1,100,000 (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of 1,100,000 By virtue of Mr. Hempleman's position as managing partner of Ardsley Advisory Partners, a Connecticut general partnership ("Ardsley"), Mr. Hempleman may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 1,100,000 shares of Common Stock, $.10 par value (the "Common Stock") of The Alpine Group, Inc. (the "Company") held by the discretionary accounts managed by Ardsley and Mr. Hempleman (including accounts of certain clients, including investment partnerships for which (i) Ardsley serves as the management company and (ii) a general partnership comprised of the partners that comprise Ardsley serves as general partner, the ("Discretionary Accounts")), constituting 7.6% of the 14,516,975 shares of Common Stock outstanding as of December 10, 1999, as reflected in the quarterly report of the Company on Form 10-Q filed with the Securities and Exchange Commission by the Company for the quarter ended October 31, 1999, and, therefore, Mr. Hempleman may be deemed to be the beneficial owner of such Common Stock. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. PAGE 5 OF 7 PAGES ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. This Schedule 13G is filed by Ardsley, which is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended, with respect to the 1,100,000 shares of Common Stock held at December 31, 1999 by the Discretionary Accounts managed by Ardsley and Mr. Hempleman. By reason of the provisions of Rule 13d-3 under the Act, Ardsley and Mr. Hempleman may be deemed to own beneficially the shares of Common Stock owned by the Discretionary Accounts. Each client for whose account Ardsley had purchased Common Stock has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Common Stock purchased for his account. No such client has any of the foregoing rights with respect to more than five percent of the class of securities identified in Item 2(d). There is no agreement or understanding among such persons to act together for the purpose of acquiring, holding, voting or disposing of any such securities. To the knowledge of Ardsley, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, a number of such Common Stock which represents more than five percent of the number of outstanding shares of Common Stock. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. PAGE 6 OF 7 PAGES ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b)) By signing below Ardsley Advisory Partners and Philip J. Hempleman certify that, to the best of their knowledge and belief, the securities referred to above were acquired in the ordinary course of business, were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February , 2000 -- /s/ Philip J. Hempleman ----------------------- Philip J. Hempleman, as Managing Partner of Ardsley Advisory Partners /s/ Philip J. Hempleman ----------------------- Philip J. Hempleman PAGE 7 OF 7 PAGES -----END PRIVACY-ENHANCED MESSAGE-----