SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. --)*
(Name of Issuer)
ALPINE GROUP, INC.
(Title of Class of Securities)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(CUSIP Number)
02082560
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
MERRIMAN CURHAN FORD & CO
JON MERRIMAN
600 CALIFORNIA
9TH FLOOR
SAN FRANCISCO, CALIFORNIA 94108
(415) 248-5600
NOVEMBER 29, 2005
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box.|_|
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Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
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*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
disclosures provided in a prior cover page.
The information required on 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).
CUSIP No. 02082560
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(1) Names of reporting persons
I.R.S. Identification Nos. of above persons (entities only)
Merriman Curhan Ford & Co. 95-4068105
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(2) Check the appropriate box if a member of a group (see instructions)
(a) |_|
(b) |_|
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(3) SEC use only
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(4) Source of funds (see instructions)
WC
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(5) Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) |_|
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(6) Citizenship or place of organization
California
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Number of shares beneficially owned by each reporting person
with:
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(7) Sole Voting Power
832,000 SHARES
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(8) Shared Voting Power
0 SHARES
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(9) Sole Dispositive Power
832,000 SHARES
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(10) Shared Dispositive Power
0 SHARES
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
832,000 SHARES
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
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(13) Percent of Class Represented by Amount in Row (11)
5.18%
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(14) Type of Reporting Person (See Instructions)
BD
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Item 1. Security and Issuer
This Schedule 13d relates to the shares of Common Stock, $0.10 par value per
share (the "Common Stock") of the Alpine Group, Inc., Delaware Corporation (the
"Company"). The principal executive office of the Company is located at one
Meadowlands Plaza, East Rutherford, New Jersey 07073.
This Schedule 13d is being filed pursuant to section 13(d) of the securities
exchange act of 1934 and the rules and regulations promulgated thereunder (the
"exchange act).
Item 2. Identity and Background
Merriman Curhan Ford & Co is a California Corporation and Broker Dealer. The
principal executive offices of the company are located at 600 California, 9th
floor, San Francisco, CA 94108.
D. During the past five years, Merriman Curhan Ford & Co. has not been
convicted of any in any criminal proceeding (excluding traffic
violations and similar misdemeanors).
E. During the past five years, Merriman Curhan Ford & Co. has not been
a party to any civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in any judgment, decree or
final order enjoining violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding
any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds used in making purchases of the Company's common stock were
those on hand and earned in the normal course of business of Merriman Curhan
Ford & Co.
Item 4. Purpose of Transaction
The purpose of the acquisition of securities of the issuer is to have a stronger
voice to encourage the Management and the Board to maximize the value of the
Company. We note that our investments in the Alpine Group have been based upon
on our analysis of the operational potential for the Essex business, and our
belief that management was turning that business around. We note that if the
proposed sale of Essex is consummated , the rationale for our investment in the
Alpine Group has changed. We intend to vote these securities in connection with
the proposed sale of Essex Electric. A division of the Alpine Group, proposed by
and pursuant to the Schedule 14A filed by the Company on November 2, 2005.
The purpose of this Schedule 13D is to reflect (i) the beneficial ownership of
the Common Stock by certain of the Reporting Persons and (ii) a letter that was
sent on November 29, 2005 by the Reporting Person to the Board of Directors of
the Alpine Group that relates to the sale of Essex Electric, a division of the
Registrant.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the filer owns 832,000 shares of common stock. This
represents approximately 5.18% of shares outstanding equal to 16,060,580 as
reported in the Company's third quarter 2005 form 10-Q, as of October 31, 2005.
(b) 832,000 shares
(c) Transactions for the 60 days prior to the date of this Schedule 13D are
below:
TD DT Quantity Price
----- -------- -----
30-Sep 5,301 $2.9000
4-Oct -50,000 $2.4500
4-Oct -55,800 $2.4500
6-Oct 8,430 $2.5300
12-Oct 13,550 $2.2587
19-Oct 2,300 $2.1000
25-Oct 5,000 $2.2500
31-Oct 18,500 $2.2092
1-Nov 6,000 $2.1000
3-Nov 644 $2.1500
8-Nov 12,500 $1.9972
8-Nov 20,000 $2.0831
16-Nov 10,000 $2.1250
17-Nov 50,000 $2.1120
17-Nov 41,883 $2.0102
21-Nov 19,000 $2.1158
29-Nov 1,000 $2.1000
29-Nov 14,820 $2.0986
29-Nov 82,797 $2.0650
(d) Not Applicable
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
NONE
Item 7. Material to be Filed as Exhibits.
Letter to Alpine Board of Directors
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
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Date
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Signature
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
Merriman Curhan Ford & Co.
600 California Street
Ninth Floor
San Francisco, CA 94108
November 29, 2005
The Board of Directors
C/o Steven S. Elbaum
Chairman of the Board
Chief Executive Officer
The Alpine Group
One Meadowlands Plaza
East Rutherford, NJ 07073
Dear Chairman and the Board of Directors of the Alpine Group:
As you are aware, Merriman Curhan Ford & Co. is a significant shareholder of the
Alpine Group, Inc. ("Alpine") and has been a supporter of the Company throughout
2005. While we believe that Management has done an excellent job at returning
the Essex Electric, Inc. ("Essex") wire business to profitability, we also
believe that the Common Stock of Alpine is severely undervalued and the proposed
sale of Essex may not ultimately garner full value to the Alpine shareholders.
Our analysis indicates, based on the 9/30/05 quarter reported by Essex, that the
value of Alpine's Common Stock would be much higher if the sale was not
consummated.
We invested in Alpine based on our analysis of the operational potential for the
Essex business, and our belief that management was turning that business around.
If the proposed sale is consummated , the rationale for our investment in the
Alpine Group has changed. We therefore believe the cash proceeds should be
returned to the shareholders. We would like to take this opportunity to
encourage management to consider and explore, as appropriate, a number of
strategic alternatives in order to increase and maximize shareholder value. We
believe increased value could be achieved through a number of corporate actions,
including, but not limited to, a share repurchase program or a large cash
dividend to shareholders. Again, we did not invest in a "blind pool" of cash, we
invested in an operating business.
In the event of the sale of Essex, we urge the Board and Management to maximize
the value of the remaining assets and return the cash proceeds to the
shareholders. We hope you consider our suggestions in order to increase near
term shareholder value.
Very truly yours,
Merriman Curhan Ford & Co.
By: Jon Merriman
Title: Chief Executive Officer