content: ================================================================================
  
  
  
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
  
                          ----------------------------
  
                                    FORM 8-K
                          ----------------------------
  
  
                                 CURRENT REPORT
  
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  
  
                                 March 10, 2003
                          ----------------------------
                Date of report (Date of earliest event reported)
  
  
  
  
                             THE ALPINE GROUP, INC.
             (Exact name of registrant as specified in its charter)
  
  
       Delaware                     1-9078                     22-1620387
  ---------------------      ---------------------       -------------------------
  (State or other           (Commission File Number)       (I.R.S. Employer
  jurisdiction of                                          Identification Number)
  incorporation)
  
  
  
      ONE MEADOWLANDS PLAZA, EAST RUTHERFORD, NEW JERSEY               07073
      ----------------------------------------------------------------------
      (Address of principal executive offices)                   (Zip Code)
  
  
  
      Registrant's telephone number, including area code      (201) 549-4400
      ----------------------------------------------------------------------
  
  
      ----------------------------------------------------------------------
         (Former name or former address, if changed since last report)
  
  
  
  ================================================================================
  
  
  
  <PAGE>
  
  
  ITEM 5.    OTHER EVENTS AND REQUIRED FD DISCLOSURE.
  
           The Board of Directors of The Alpine Group, Inc. (the "Company")
  has approved Amendment No. 1, dated March 10, 2003, to the Rights
  Agreement, dated as of February 17, 1999 (the "Rights Agreement"), between
  the Company and American Stock Transfer & Trust Company, as rights agent.
  The amendment corrects a defect in the definition of "Acquiring Person" to
  ensure that the Rights Agreement operates in a manner consistent with
  actions approved by the Board of Directors of the Company (and its
  committees) with respect to grants of stock options and restricted stock to
  officers of the Company, including under contractual commitments. The
  amendment also provides that Steven S. Elbaum, Chairman of the Board and
  Chief Executive Officer of the Company, who currently beneficially owns
  approximately 20.5% of the outstanding common stock of the Company, would
  not become an "Acquiring Person" unless he acquires beneficial ownership of
  more than 40% of the outstanding common stock of the Company. Mr. Elbaum
  has no current plans or proposals to acquire additional shares of common
  stock of the Company other than pursuant to existing compensatory
  arrangements with the Company, but may, from time to time, acquire
  additional shares of common stock of the Company in public market
  transactions.
  
           The amendment is attached hereto as Exhibit 4.1 and is
  incorporated herein by reference. The foregoing description of the
  amendment does not purport to be complete and is qualified in its entirety
  by reference to such exhibit.
  
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
           The following exhibit is filed herewith:
  
           Exhibit 4.1 -  Amendment No. 1, dated March 10, 2003, to the
                          Rights Agreement, dated as of February 17, 1999,
                          between The Alpine Group, Inc. and American Stock
                          Transfer & Trust Company, as rights agent.
  
                                       2
  
  <PAGE>
  
  
                                   SIGNATURES
  
           Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                        THE ALPINE GROUP, INC.
  
  
  
  Date:    March 10, 2003               By /s/ David S. Aldridge
                                             Name:  David S. Aldridge
                                             Title:  Chief Financial Officer
  
                                       3
  
  <PAGE>
  
  
  
                                 EXHIBIT INDEX
  
  Exhibit
  Number     Description
  
  4.1        Amendment No. 1, dated March 10, 2003, to the Rights Agreement,
             dated as of February 17, 1999, between The Alpine Group, Inc.
             and American Stock Transfer & Trust Company, as rights agent.
  
                                       4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e108592.txt", "secsgml_size_bytes": 4617}]
metadata_filer: {"company-data": {"conformed-name": "ALPINE GROUP INC /DE/", "cik": "0000004164", "assigned-sic": "3357", "irs-number": "221620387", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09078", "film-number": "03599417"}, "business-address": {"street1": "1790 BROADWAY", "street2": "15TH FL", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2127573333"}, "mail-address": {"street1": "150 INTERSTATE NORTH PKWY", "street2": "STE 110", "city": "ATLANTA", "state": "GA", "zip": "30339"}, "former-company": [{"former-conformed-name": "ALPINE GEOPHYSICAL ASSOCIATES INC", "date-changed": "19810120"}, {"former-conformed-name": "ALPINE GEOPHYSICAL CORP", "date-changed": "19841202"}]}
text: ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                          ----------------------------
  
                                    FORM 8-K
                          ----------------------------
  
                                 CURRENT REPORT
  
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  
                                 March 10, 2003
                          ----------------------------
                Date of report (Date of earliest event reported)
  
                             THE ALPINE GROUP, INC.
             (Exact name of registrant as specified in its charter)
  
       Delaware                     1-9078                     22-1620387
  ---------------------      ---------------------       -------------------------
  (State or other           (Commission File Number)       (I.R.S. Employer
  jurisdiction of                                          Identification Number)
  incorporation)
  
      ONE MEADOWLANDS PLAZA, EAST RUTHERFORD, NEW JERSEY               07073
      ----------------------------------------------------------------------
      (Address of principal executive offices)                   (Zip Code)
  
      Registrant's telephone number, including area code      (201) 549-4400
      ----------------------------------------------------------------------
  
      ----------------------------------------------------------------------
         (Former name or former address, if changed since last report)
  
  ================================================================================
  ITEM 5.    OTHER EVENTS AND REQUIRED FD DISCLOSURE.
  
           The Board of Directors of The Alpine Group, Inc. (the "Company")
  has approved Amendment No. 1, dated March 10, 2003, to the Rights
  Agreement, dated as of February 17, 1999 (the "Rights Agreement"), between
  the Company and American Stock Transfer & Trust Company, as rights agent.
  The amendment corrects a defect in the definition of "Acquiring Person" to
  ensure that the Rights Agreement operates in a manner consistent with
  actions approved by the Board of Directors of the Company (and its
  committees) with respect to grants of stock options and restricted stock to
  officers of the Company, including under contractual commitments. The
  amendment also provides that Steven S. Elbaum, Chairman of the Board and
  Chief Executive Officer of the Company, who currently beneficially owns
  approximately 20.5% of the outstanding common stock of the Company, would
  not become an "Acquiring Person" unless he acquires beneficial ownership of
  more than 40% of the outstanding common stock of the Company. Mr. Elbaum
  has no current plans or proposals to acquire additional shares of common
  stock of the Company other than pursuant to existing compensatory
  arrangements with the Company, but may, from time to time, acquire
  additional shares of common stock of the Company in public market
  transactions.
  
           The amendment is attached hereto as Exhibit 4.1 and is
  incorporated herein by reference. The foregoing description of the
  amendment does not purport to be complete and is qualified in its entirety
  by reference to such exhibit.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
           The following exhibit is filed herewith:
  
           Exhibit 4.1 -  Amendment No. 1, dated March 10, 2003, to the
                          Rights Agreement, dated as of February 17, 1999,
                          between The Alpine Group, Inc. and American Stock
                          Transfer & Trust Company, as rights agent.
  
                                       2
  SIGNATURES
  
           Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                        THE ALPINE GROUP, INC.
  
  Date:    March 10, 2003               By /s/ David S. Aldridge
                                             Name:  David S. Aldridge
                                             Title:  Chief Financial Officer
  
                                       3
  EXHIBIT INDEX
  
  Exhibit
  Number     Description
  
  4.1        Amendment No. 1, dated March 10, 2003, to the Rights Agreement,
             dated as of February 17, 1999, between The Alpine Group, Inc.
             and American Stock Transfer & Trust Company, as rights agent.
  
                                       4