content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                -----------------------------------------------------
  
  
                                      FORM 8-K
  
                -----------------------------------------------------
  
  
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
  
  
              December 28, 2000                              1-12261
  ------------------------------------------------    ------------------------
  Date of Report (Date of earliest event reported)    (Commission File Number)
  
                                SUPERIOR TELECOM INC.
               ------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
              Delaware                                  58-2248978
  --------------------------------        ---------------------------------------
  (State or other jurisdiction of         (I.R.S. Employer Identification Number)
  incorporation or organization)
  
  
                                    1790 Broadway
                              New York, New York 10019
                 ---------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
  
                                   (212) 757-3333
                ----------------------------------------------------
                (Registrant's telephone number, including area code)
  
  <PAGE>
  
  ITEM 5.            OTHER EVENTS.
  
       On December 28, 2000, the Board of Directors of Superior TeleCom Inc. (the
  "Company") declared a dividend distribution of one preferred stock purchase
  right (a "Right") for each outstanding share of Common Stock, $.01 par value, of
  the Company (the "Common Shares"), payable to the stockholders of record on
  January 10, 2001 (the "Record Date"). The Board of Directors also authorized and
  directed the issuance of one Right with respect to each Common Share issued
  thereafter until the Distribution Date (as defined below) (or the earlier
  redemption or expiration of the Rights).
  
       Except as set forth below, each Right, when it becomes exercisable,
  entitles the registered holder to purchase one one-hundredth of a share of
  Series A Junior Participating Preferred Stock, $.01 par value (the "Preferred
  Shares"), at a price of $10.88, subject to adjustment (the "Purchase Price").
  The description and terms of the Rights are set forth in a Rights Agreement (the
  "Rights Agreement") between the Company and American Stock Transfer & Trust
  Company, as Rights Agent (the "Rights Agent"), dated as of December 28, 2000.
  
       Initially, the Rights will be attached to all certificates representing
  Common Shares then outstanding, and no separate Right Certificates (as
  hereinafter defined) will be distributed. The Rights will separate from the
  Common Shares upon the earliest to occur of (i) the tenth day after public
  disclosure that a person or entity (a "Person") or group of affiliated or
  associated Persons (a "Group") has acquired beneficial ownership of 15% or more
  of the outstanding Common Shares (except pursuant to a Permitted Offer, as
  hereinafter defined); or (ii) 10 business days (or such later date as the Board
  of Directors may determine) following the commencement of, or announcement of an
  intention to make, a tender offer or exchange offer the consummation of which
  would result in a Person or Group becoming an Acquiring Person (as hereinafter
  defined) (the earliest of such dates being called the "Distribution Date"). A
  Person or Group whose acquisition of Common Shares causes a Distribution Date
  pursuant to clause (i) above is an "Acquiring Person." The date that a Person or
  Group becomes an Acquiring Person is the "Stock Acquisition Date."
  
       Notwithstanding the foregoing, none of The Alpine Group, Inc., the
  Company's majority stockholder, Steven S. Elbaum, the Chairman and Chief
  Executive Officer of the Company, or any of their affiliates or associates will
  be deemed to be Acquiring Persons and their ownership will not cause a
  Distribution Date.
  
       In addition, a Person who acquires Common Shares pursuant to a tender or
  exchange offer which is for all outstanding Common Shares at a price and on
  terms which the Board of Directors determines (prior to acquisition) to be
  adequate and in the best interests of the Company and its stockholders (other
  than such Person, its affiliates and associates) (a "Permitted Offer") will not
  be deemed to be an Acquiring Person and such Person's ownership will not
  constitute a Distribution Date.
  
                                         2
  
  <PAGE>
       The Preferred Shares purchasable upon exercise of the Rights will be
  entitled, when, as and if declared, to receive a minimum preferential quarterly
  dividend payment of an amount equal to 100 times the dividend declared per
  Common Share. In the event of a liquidation, dissolution or winding up of the
  Company, the holders of the Preferred Shares will be entitled to receive a
  minimum liquidation payment of an amount equal to 100 times the payment made per
  Common Share. Each Preferred Share will have 100 votes, voting together with the
  Common Shares. In the event of any merger, consolidation or other transaction in
  which Common Shares are exchanged, each Preferred Share will be entitled to
  receive 100 times the amount and type of consideration received per Common
  Share. The rights of the Preferred Shares as to dividends and liquidation, and
  in the event of mergers and consolidation, are protected by customary
  anti-dilution provisions.
  
       The Rights Agreement provides that, until the Distribution Date, the Rights
  will be transferred with and only with the Common Shares. Until the Distribution
  Date (or earlier redemption or expiration of the Rights), new Common Share
  certificates issued after the Record Date upon the transfer or new issuance of
  Common Shares will contain a notation incorporating the Rights Agreement by
  reference. Until the Distribution Date (or earlier redemption or expiration of
  the Rights), the surrender for transfer of any certificates for Common Shares
  outstanding as of the Record Date, even without such notation or a copy of the
  Summary of Rights to Purchase Preferred Stock being attached thereto, will also
  constitute the transfer of the Rights associated with the Common Shares
  represented by such certificate. As soon as practicable following the
  Distribution Date, separate certificates evidencing the Rights ("Right
  Certificates") will be mailed to holders of record of the Common Shares as of
  the close of business on the Distribution Date (and to each initial record
  holder of certain Common Shares issued after the Distribution Date), and such
  separate Right Certificates alone will evidence the Rights.
  
       The Rights are not exercisable until the Distribution Date, and will expire
  at the close of business on December 28, 2010, unless earlier redeemed by the
  Company as described below.
  
       In the event that any Person becomes an Acquiring Person, each holder of
  Rights (other than Rights that have become null and void as described below)
  will thereafter have the right (the "Flip-In Right") to receive, upon exercise
  of such Rights, the number of Common Shares (or, in certain circumstances, other
  securities of the Company) having a value (immediately prior to such triggering
  event) equal to two times the aggregate exercise price of such Rights. For
  example, if a Person became an Acquiring Person at a time when the current per
  share market price of the Company's Common Shares is $20 and the Purchase Price
  was $100, each holder of a Right (other than a Right which has become null and
  void as described herein) would have the right to receive ten Common Shares upon
  exercise of the Right and payment of the Purchase Price of $100. Following the
  occurrence of the event described above, all Rights that are or (under certain
  circumstances specified in the Rights Agreement) were beneficially owned by any
  Acquiring Person or any affiliate or associate thereof or certain transferees
  thereof will be null and void.
  
                                          3
  
  <PAGE>
  
       The Board, at its option, may at any time after any Person becomes an
  Acquiring Person exchange all or part of the then issued and outstanding Rights
  (other than those that have become null and void as described above) for Common
  Shares at an exchange ratio of one Common Share per Right in lieu of the Flip-In
  Right, provided no Person is the beneficial owner of 50% or more of the Common
  Shares at the time of such exchange.
  
       In the event that, at any time following the Stock Acquisition Date, (i)
  the Company is acquired in a merger or other business combination transaction in
  which the holders of all of the outstanding Common Shares immediately prior to
  the consummation of the transaction are not the holders of all of the surviving
  corporation's voting power or (ii) more than 50% of the Company's assets or
  earning power is sold or transferred, then each holder of Rights (except Rights
  which previously have been voided as set forth above) shall thereafter have the
  right (the "Flip-Over Right") to receive, upon exercise of such Rights, common
  shares of the acquiring company (or, in certain circumstances, its parent)
  having a value equal to two times the aggregate exercise price of the Rights.
  The Flip-Over Right shall not apply to any transaction described in clause (i)
  if such transaction is with a Person or Persons (or a wholly owned subsidiary of
  any such Person or Persons) that acquired Common Shares pursuant to a Permitted
  Offer and the price and form of consideration offered in such transaction is the
  same as that paid to all holders of Common Shares whose shares were purchased
  pursuant to the Permitted Offer. The holder of a Right will continue to have the
  Flip-Over Right whether or not such holder exercises or surrenders the Flip-In
  Right.
  
       The Purchase Price payable, and the number of Common Shares or other
  securities issuable, upon exercise of the Rights are subject to adjustment from
  time to time to prevent dilution in the event of a stock dividend on, or a
  subdivision, combination or reclassification of, the Common Shares.
  
       With certain exceptions, no adjustment in the Purchase Price will be
  required until cumulative adjustments require an adjustment of at least 1% in
  such Purchase Price. No fractional Common Shares will be issued and, in lieu
  thereof, an adjustment in cash will be made based on the market price of the
  Common Shares on the last trading day prior to the date of exercise.
  
       At any time prior to the earlier to occur of (i) a Person becoming an
  Acquiring Person or (ii) the expiration of the Rights, the Company may redeem
  the Rights in whole, but not in part, at a price of $.01 per Right (the
  "Redemption Price"), which redemption shall be effective at such time, on such
  basis and with such conditions as the Board of Directors may establish in its
  sole discretion. The Company may, at its option, pay the Redemption Price in
  Common Shares.
  
       All of the provisions of the Rights Agreement may be amended by the Board
  of Directors prior to the Distribution Date. After the Distribution Date, the
  provisions of the Rights Agreement may be amended by the Board of Directors in
  order to cure any ambiguity, defect or inconsistency, to make changes which do
  not adversely affect the interests of holders of Rights
  
                                          4
  
  <PAGE>
  
  (excluding the interests of any Acquiring Person), or, subject to certain
  limitations, to shorten or lengthen any time period under the Rights Agreement.
  
       Until a Right is exercised, the holder thereof, as such, will have no
  rights as a stockholder of the Company, including, without limitation, the right
  to vote or to receive dividends. While the distribution of the Rights will not
  be taxable to stockholders of the Company, stockholders may, depending upon the
  circumstances, recognize taxable income should the Rights become exercisable or
  upon the occurrence of certain events thereafter.
  
       The Rights have certain anti-takeover effects. The Rights will cause
  substantial dilution to a Person or Group that attempts to acquire the Company
  on terms not approved by the Board of Directors, except pursuant to an offer
  conditioned on a substantial number of Rights being acquired. The Rights should
  not interfere with any merger or other business combination approved by the
  Board of Directors, as the Rights may be redeemed by the Company for $.01 per
  Right prior to the time that a Person or Group has acquired beneficial ownership
  of 15% or more of the Common Shares.
  
       A copy of the Rights Agreement has been filed with the Securities and
  Exchange Commission as an exhibit to a Registration Statement on Form 8-A. A
  copy of the Rights Agreement is available free of charge from the Company. This
  summary description of the Rights does not purport to be complete and is
  qualified in its entirety by reference to the Rights Agreement, which is
  incorporated herein by reference.
  
  
  ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
  
       (c)   Exhibits.
  
       4.1   Rights Agreement, dated as of December 28, 2000, between Superior
             TeleCom Inc. and American Stock Transfer & Trust Company,
             incorporated by reference to the Superior TeleCom Inc. Form 8-A
             filed with the Securities and Exchange Commission on January 9, 2001.
  
  
                                          5
  
  <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.
  
  Date:  January 9, 2001
  
  
                                      SUPERIOR TELECOM INC.
  
  
                                      By:  /s/ Stewart H. Wahrsager
                                          ===================================
                                          Name:    Stewart H. Wahrsager, Esq.
                                          Title:   Senior Vice President, General
                                                   Counsel and Secretary
  
  
                                          6
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text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                -----------------------------------------------------
  
                                      FORM 8-K
  
                -----------------------------------------------------
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
              December 28, 2000                              1-12261
  ------------------------------------------------    ------------------------
  Date of Report (Date of earliest event reported)    (Commission File Number)
  
                                SUPERIOR TELECOM INC.
               ------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
              Delaware                                  58-2248978
  --------------------------------        ---------------------------------------
  (State or other jurisdiction of         (I.R.S. Employer Identification Number)
  incorporation or organization)
  
                                    1790 Broadway
                              New York, New York 10019
                 ---------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)
  
                                   (212) 757-3333
                ----------------------------------------------------
                (Registrant's telephone number, including area code)
  ITEM 5.            OTHER EVENTS.
  
       On December 28, 2000, the Board of Directors of Superior TeleCom Inc. (the
  "Company") declared a dividend distribution of one preferred stock purchase
  right (a "Right") for each outstanding share of Common Stock, $.01 par value, of
  the Company (the "Common Shares"), payable to the stockholders of record on
  January 10, 2001 (the "Record Date"). The Board of Directors also authorized and
  directed the issuance of one Right with respect to each Common Share issued
  thereafter until the Distribution Date (as defined below) (or the earlier
  redemption or expiration of the Rights).
  
       Except as set forth below, each Right, when it becomes exercisable,
  entitles the registered holder to purchase one one-hundredth of a share of
  Series A Junior Participating Preferred Stock, $.01 par value (the "Preferred
  Shares"), at a price of $10.88, subject to adjustment (the "Purchase Price").
  The description and terms of the Rights are set forth in a Rights Agreement (the
  "Rights Agreement") between the Company and American Stock Transfer & Trust
  Company, as Rights Agent (the "Rights Agent"), dated as of December 28, 2000.
  
       Initially, the Rights will be attached to all certificates representing
  Common Shares then outstanding, and no separate Right Certificates (as
  hereinafter defined) will be distributed. The Rights will separate from the
  Common Shares upon the earliest to occur of (i) the tenth day after public
  disclosure that a person or entity (a "Person") or group of affiliated or
  associated Persons (a "Group") has acquired beneficial ownership of 15% or more
  of the outstanding Common Shares (except pursuant to a Permitted Offer, as
  hereinafter defined); or (ii) 10 business days (or such later date as the Board
  of Directors may determine) following the commencement of, or announcement of an
  intention to make, a tender offer or exchange offer the consummation of which
  would result in a Person or Group becoming an Acquiring Person (as hereinafter
  defined) (the earliest of such dates being called the "Distribution Date"). A
  Person or Group whose acquisition of Common Shares causes a Distribution Date
  pursuant to clause (i) above is an "Acquiring Person." The date that a Person or
  Group becomes an Acquiring Person is the "Stock Acquisition Date."
  
       Notwithstanding the foregoing, none of The Alpine Group, Inc., the
  Company's majority stockholder, Steven S. Elbaum, the Chairman and Chief
  Executive Officer of the Company, or any of their affiliates or associates will
  be deemed to be Acquiring Persons and their ownership will not cause a
  Distribution Date.
  
       In addition, a Person who acquires Common Shares pursuant to a tender or
  exchange offer which is for all outstanding Common Shares at a price and on
  terms which the Board of Directors determines (prior to acquisition) to be
  adequate and in the best interests of the Company and its stockholders (other
  than such Person, its affiliates and associates) (a "Permitted Offer") will not
  be deemed to be an Acquiring Person and such Person's ownership will not
  constitute a Distribution Date.
  
                                         2
  The Preferred Shares purchasable upon exercise of the Rights will be
  entitled, when, as and if declared, to receive a minimum preferential quarterly
  dividend payment of an amount equal to 100 times the dividend declared per
  Common Share. In the event of a liquidation, dissolution or winding up of the
  Company, the holders of the Preferred Shares will be entitled to receive a
  minimum liquidation payment of an amount equal to 100 times the payment made per
  Common Share. Each Preferred Share will have 100 votes, voting together with the
  Common Shares. In the event of any merger, consolidation or other transaction in
  which Common Shares are exchanged, each Preferred Share will be entitled to
  receive 100 times the amount and type of consideration received per Common
  Share. The rights of the Preferred Shares as to dividends and liquidation, and
  in the event of mergers and consolidation, are protected by customary
  anti-dilution provisions.
  
       The Rights Agreement provides that, until the Distribution Date, the Rights
  will be transferred with and only with the Common Shares. Until the Distribution
  Date (or earlier redemption or expiration of the Rights), new Common Share
  certificates issued after the Record Date upon the transfer or new issuance of
  Common Shares will contain a notation incorporating the Rights Agreement by
  reference. Until the Distribution Date (or earlier redemption or expiration of
  the Rights), the surrender for transfer of any certificates for Common Shares
  outstanding as of the Record Date, even without such notation or a copy of the
  Summary of Rights to Purchase Preferred Stock being attached thereto, will also
  constitute the transfer of the Rights associated with the Common Shares
  represented by such certificate. As soon as practicable following the
  Distribution Date, separate certificates evidencing the Rights ("Right
  Certificates") will be mailed to holders of record of the Common Shares as of
  the close of business on the Distribution Date (and to each initial record
  holder of certain Common Shares issued after the Distribution Date), and such
  separate Right Certificates alone will evidence the Rights.
  
       The Rights are not exercisable until the Distribution Date, and will expire
  at the close of business on December 28, 2010, unless earlier redeemed by the
  Company as described below.
  
       In the event that any Person becomes an Acquiring Person, each holder of
  Rights (other than Rights that have become null and void as described below)
  will thereafter have the right (the "Flip-In Right") to receive, upon exercise
  of such Rights, the number of Common Shares (or, in certain circumstances, other
  securities of the Company) having a value (immediately prior to such triggering
  event) equal to two times the aggregate exercise price of such Rights. For
  example, if a Person became an Acquiring Person at a time when the current per
  share market price of the Company's Common Shares is $20 and the Purchase Price
  was $100, each holder of a Right (other than a Right which has become null and
  void as described herein) would have the right to receive ten Common Shares upon
  exercise of the Right and payment of the Purchase Price of $100. Following the
  occurrence of the event described above, all Rights that are or (under certain
  circumstances specified in the Rights Agreement) were beneficially owned by any
  Acquiring Person or any affiliate or associate thereof or certain transferees
  thereof will be null and void.
  
                                          3
  The Board, at its option, may at any time after any Person becomes an
  Acquiring Person exchange all or part of the then issued and outstanding Rights
  (other than those that have become null and void as described above) for Common
  Shares at an exchange ratio of one Common Share per Right in lieu of the Flip-In
  Right, provided no Person is the beneficial owner of 50% or more of the Common
  Shares at the time of such exchange.
  
       In the event that, at any time following the Stock Acquisition Date, (i)
  the Company is acquired in a merger or other business combination transaction in
  which the holders of all of the outstanding Common Shares immediately prior to
  the consummation of the transaction are not the holders of all of the surviving
  corporation's voting power or (ii) more than 50% of the Company's assets or
  earning power is sold or transferred, then each holder of Rights (except Rights
  which previously have been voided as set forth above) shall thereafter have the
  right (the "Flip-Over Right") to receive, upon exercise of such Rights, common
  shares of the acquiring company (or, in certain circumstances, its parent)
  having a value equal to two times the aggregate exercise price of the Rights.
  The Flip-Over Right shall not apply to any transaction described in clause (i)
  if such transaction is with a Person or Persons (or a wholly owned subsidiary of
  any such Person or Persons) that acquired Common Shares pursuant to a Permitted
  Offer and the price and form of consideration offered in such transaction is the
  same as that paid to all holders of Common Shares whose shares were purchased
  pursuant to the Permitted Offer. The holder of a Right will continue to have the
  Flip-Over Right whether or not such holder exercises or surrenders the Flip-In
  Right.
  
       The Purchase Price payable, and the number of Common Shares or other
  securities issuable, upon exercise of the Rights are subject to adjustment from
  time to time to prevent dilution in the event of a stock dividend on, or a
  subdivision, combination or reclassification of, the Common Shares.
  
       With certain exceptions, no adjustment in the Purchase Price will be
  required until cumulative adjustments require an adjustment of at least 1% in
  such Purchase Price. No fractional Common Shares will be issued and, in lieu
  thereof, an adjustment in cash will be made based on the market price of the
  Common Shares on the last trading day prior to the date of exercise.
  
       At any time prior to the earlier to occur of (i) a Person becoming an
  Acquiring Person or (ii) the expiration of the Rights, the Company may redeem
  the Rights in whole, but not in part, at a price of $.01 per Right (the
  "Redemption Price"), which redemption shall be effective at such time, on such
  basis and with such conditions as the Board of Directors may establish in its
  sole discretion. The Company may, at its option, pay the Redemption Price in
  Common Shares.
  
       All of the provisions of the Rights Agreement may be amended by the Board
  of Directors prior to the Distribution Date. After the Distribution Date, the
  provisions of the Rights Agreement may be amended by the Board of Directors in
  order to cure any ambiguity, defect or inconsistency, to make changes which do
  not adversely affect the interests of holders of Rights
  
                                          4
  (excluding the interests of any Acquiring Person), or, subject to certain
  limitations, to shorten or lengthen any time period under the Rights Agreement.
  
       Until a Right is exercised, the holder thereof, as such, will have no
  rights as a stockholder of the Company, including, without limitation, the right
  to vote or to receive dividends. While the distribution of the Rights will not
  be taxable to stockholders of the Company, stockholders may, depending upon the
  circumstances, recognize taxable income should the Rights become exercisable or
  upon the occurrence of certain events thereafter.
  
       The Rights have certain anti-takeover effects. The Rights will cause
  substantial dilution to a Person or Group that attempts to acquire the Company
  on terms not approved by the Board of Directors, except pursuant to an offer
  conditioned on a substantial number of Rights being acquired. The Rights should
  not interfere with any merger or other business combination approved by the
  Board of Directors, as the Rights may be redeemed by the Company for $.01 per
  Right prior to the time that a Person or Group has acquired beneficial ownership
  of 15% or more of the Common Shares.
  
       A copy of the Rights Agreement has been filed with the Securities and
  Exchange Commission as an exhibit to a Registration Statement on Form 8-A. A
  copy of the Rights Agreement is available free of charge from the Company. This
  summary description of the Rights does not purport to be complete and is
  qualified in its entirety by reference to the Rights Agreement, which is
  incorporated herein by reference.
  
  ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
  
       (c)   Exhibits.
  
       4.1   Rights Agreement, dated as of December 28, 2000, between Superior
             TeleCom Inc. and American Stock Transfer & Trust Company,
             incorporated by reference to the Superior TeleCom Inc. Form 8-A
             filed with the Securities and Exchange Commission on January 9, 2001.
  
                                          5
  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.
  
  Date:  January 9, 2001
  
                                      SUPERIOR TELECOM INC.
  
                                      By:  /s/ Stewart H. Wahrsager
                                          ===================================
                                          Name:    Stewart H. Wahrsager, Esq.
                                          Title:   Senior Vice President, General
                                                   Counsel and Secretary
  
                                          6