-----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, QaY6uFza700+XbHO4X4tYmosj38h0szZl8F8upo4kjb3WKPbr5hM9Pa5cJW7eO4c ctcGX+TlcMVl2KMS+skfjQ== 0000950142-97-000791.txt : 19971009 0000950142-97-000791.hdr.sgml : 19971009 ACCESSION NUMBER: 0000950142-97-000791 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971008 SROS: NASD GROUP MEMBERS: DAVIDSON KEMPNER ADVISERS INC. GROUP MEMBERS: DAVIDSON KEMPNER ENDOWMENT PARTNERS GROUP MEMBERS: DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: DAVIDSON KEMPNER INTERNATIONAL ADVISORS, L.L.C. GROUP MEMBERS: DAVIDSON KEMPNER INTERNATIONAL LTD. GROUP MEMBERS: DAVIDSON KEMPNER PARTNERS GROUP MEMBERS: DAVIDSON M H & CO INC/ GROUP MEMBERS: M.H. DAVIDSON & CO. GROUP MEMBERS: MARVIN H. DAVIDSON GROUP MEMBERS: MHD MANAGEMENT CO. GROUP MEMBERS: MICHAEL J. LEFFELL GROUP MEMBERS: SCOTT E. DAVIDSON GROUP MEMBERS: STEPHEN M. DOWICZ GROUP MEMBERS: THOMAS L. KEMPNER, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOEL GROUP INC CENTRAL INDEX KEY: 0000829269 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE [5072] IRS NUMBER: 132649262 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-47711 FILM NUMBER: 97692566 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2123711400 MAIL ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIDSON M H & CO INC/ CENTRAL INDEX KEY: 0000937617 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 885 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123713000 MAIL ADDRESS: STREET 2: 885 THIRD AVE SUITE 810 CITY: NEW YORK STATE: NY ZIP: 10022-4834 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. ) ----------------------- NOEL GROUP, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.10 PER SHARE (Title of Class of Securities) 655260107 (CUSIP Number) ----------------------- TIMOTHY I. LEVART 885 THIRD AVENUE NEW YORK, NY 10022 TEL. NO.: (212) 371-3047 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------- OCTOBER 6, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [X]. Page 1 of 28 Pages SCHEDULE 13D CUSIP NO. 655260107 PAGE 2 OF 28 PAGES --------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Davidson Kempner Partners 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF 335,100 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 335,100 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 335,100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.63% 14 TYPE OF REPORTING PERSON PN - ------ -------------- SCHEDULE 13D CUSIP NO. 655260107 PAGE 3 OF 28 PAGES --------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Davidson Kempner Institutional Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 578,400 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 578,400 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 578,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.81% 14 TYPE OF REPORTING PERSON PN - ------ -------------- SCHEDULE 13D CUSIP NO. 655260107 PAGE 4 OF 28 PAGES --------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Davidson Kempner Endowment Partners 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF 194,800 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 194,800 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 194,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .95% 14 TYPE OF REPORTING PERSON PN - ------ -------------- SCHEDULE 13D CUSIP NO. 655260107 PAGE 5 OF 28 PAGES --------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MHD Management Co. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF 529,900 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 529,900 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 529,900 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.58% 14 TYPE OF REPORTING PERSON PN - ------ -------------- SCHEDULE 13D CUSIP NO. 655260107 PAGE 6 OF 28 PAGES --------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MH Davidson & Co. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF 19,100 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 19,100 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .09% 14 TYPE OF REPORTING PERSON PN - ------ -------------- SCHEDULE 13D CUSIP NO. 655260107 PAGE 7 OF 28 PAGES --------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Davidson Kempner Advisers Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF 578,400 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 578,400 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 578,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.81% 14 TYPE OF REPORTING PERSON CO - ------ -------------- SCHEDULE 13D CUSIP NO. 655260107 PAGE 8 OF 28 PAGES --------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Davidson Kempner International Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands 7 SOLE VOTING POWER NUMBER OF 51,900 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 51,900 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,900 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .25% 14 TYPE OF REPORTING PERSON CO - ------ -------------- SCHEDULE 13D CUSIP NO. 655260107 PAGE 9 OF 28 PAGES --------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Davidson Kempner International Advisers, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 51,900 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 51,900 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,900 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .25% 14 TYPE OF REPORTING PERSON CO - ------ -------------- SCHEDULE 13D CUSIP NO. 655260107 PAGE 10 OF 28 PAGES --------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marvin H. Davidson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF -- SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 1,180,000 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 1,180,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,180,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.74% 14 TYPE OF REPORTING PERSON IN - ------ -------------- SCHEDULE 13D CUSIP NO. 655260107 PAGE 11 OF 28 PAGES --------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas L. Kempner, Jr. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF -- SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 1,180,000 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 1,180,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,180,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.74% 14 TYPE OF REPORTING PERSON IN - ------ -------------- SCHEDULE 13D CUSIP NO. 655260107 PAGE 12 OF 28 PAGES --------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephen M. Dowicz 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF -- SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 1,180,000 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 1,180,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,180,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.74% 14 TYPE OF REPORTING PERSON IN - ------ -------------- SCHEDULE 13D CUSIP NO. 655260107 PAGE 13 OF 28 PAGES --------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Scott E. Davidson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF -- SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 1,180,000 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 1,180,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,180,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.74% 14 TYPE OF REPORTING PERSON IN - ------ -------------- SCHEDULE 13D CUSIP NO. 655260107 PAGE 14 OF 28 PAGES --------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael J. Leffell 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF -- SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 1,180,000 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 1,180,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,180,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.74% 14 TYPE OF REPORTING PERSON IN - ------ -------------- SCHEDULE 13D CUSIP No. 655260107 Page 15 of 28 Pages --------------------------- ITEM 1. SECURITY AND ISSUER. This Schedule relates to shares of Common Stock, par value $.10 per share (the "Common Stock"), of Noel Group, Inc.(the "Company"). The principal executive offices of the Company are located at 667 Madison Avenue, New York, New York 10021. ITEM 2. IDENTITY AND BACKGROUND. The names and addresses of the persons filing this Schedule are as follows: Davidson Kempner Partners ("DKP"), a New York limited partnership, whose address is 885 Third Avenue, New York, New York, 10022, and which is engaged in buying and selling securities for investment purposes; Davidson Kempner Institutional Partners, L.P. ("DKIP"), a Delaware limited partnership, whose address is 885 Third Avenue, New York, New York, 10022, and which is engaged in buying and selling securities for investment purposes; Davidson Kempner Endowment Partners ("DKEP"), a New York limited partnership, whose address is 885 Third Avenue, New York, New York, 10022, and which is engaged in buying and selling securities for investment purposes; MHD Management Co. ("MHD"), a New York limited partnership, the general partner of DKP and DKEP whose address is 885 Third Avenue, New York, New York, 10022, and which is engaged in buying and selling securities for investment purposes; M.H. Davidson & Co., a New York limited partnership whose address is 885 Third Avenue, New York, New York, 10022, and which is engaged in buying and selling securities for investment purposes; Davidson Kempner Advisers Inc. ("DKAI"), a New York corporation, whose address is 885 Third Avenue, New York, New York, 10022, and which is engaged in buying and selling securities for investment purposes. DKAI is the general partner of DKIP; SCHEDULE 13D CUSIP No. 655260107 Page 16 of 28 Pages --------------------------- Davidson Kempner International Ltd. ("DKIL"), a British Virgin Islands company, whose address is c/o Citco B.V.I. Limited, Citco Building, Wickhams Cay, P.O. Box 662, Road Town, Tortolla British Virgin Islands, and which is engaged in buying and selling securities for investment purposes; Davidson Kempner International Advisors, L.L.C. ("DKIA"), a Delaware limited liability company, whose address is 885 Third Avenue, New York, New York 10022, and which is the investment manager of DKIL; and Marvin H. Davidson, Thomas L. Kempner, Jr., Stephen M. Dowicz, Scott E. Davidson and Michael J. Leffell, general partners of MHD and M.H. Davidson & Co. and who are the sole stockholders of DKAI. Information in response to Items (a) through (c) and (f) with respect to Messrs. Marvin H. Davidson, Kempner, Dowicz, Scott E. Davidson and Leffell is set forth in Appendix I, attached hereto and incorporated by reference herein. The above named persons are sometimes referred to as the "Reporting Parties." None of the Reporting Parties has, during the last five years, been (i) convicted in a criminal proceeding or (ii) a party to a civil proceeding of a judicial or adminis trative body of competent jurisdiction as a result of which such person was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Certain information concerning the officers and directors of DKAI and DKIA is set forth on Appendix I hereto and incorporated by reference herein. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Working capital of DKP, DKIP, DKEP, MHD and DKIL. ITEM 4. PURPOSE OF THE TRANSACTION. DKP, DKIP, DKEP, MHD and DKIL have acquired the shares of Common Stock for investment purposes. DKP, DKIP, DKEP, MHD and DKIL have no intention, plan or proposal with respect to: SCHEDULE 13D CUSIP No. 655260107 Page 17 of 28 Pages --------------------------- (a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) Any change in the present Board of Directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) Any material change in the present capitalization or dividend policy of the issuer; (f) Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. SCHEDULE 13D CUSIP No. 655260107 Page 18 of 28 Pages --------------------------- Each of the Reporting Parties, however, may, at any time and from time to time, and reserves the right to, acquire additional securities of the Company, dispose of any such securities of the Company or formulate other plans or proposals regarding the Company or its securities, to the extent deemed advisable by such Reporting Party in light of its general investment policies, market conditions or other factors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The aggregate percentage of shares of Common Stock reported owned by each person herein is based upon the Issuer's Form 10-Q filed on August 14, 1997, which disclosed that 20,567,757 shares of Common Stock were outstanding at the close of business on July 31, 1997. As of the close of business on October 6, 1997: NAME OF REPORTING PARTY: DKP (a) Aggregate Number of Securities Owned 335,100 --------- Percentage 1.63% --------- (b) 1. Sole power to vote or to direct the vote 335,100 --------- 2. Shared power to vote or to direct the vote -- --------- 3. Sole power to dispose or to direct the disposition 335,100 --------- 4. Shared power to dispose of or to direct the disposition -- --------- (c) Information concerning transactions in the Common Stock effected by DKP is set forth in Appendix II. DKIP (a) Aggregate Number of Securities Owned 578,400 --------- Percentage 2.81% --------- SCHEDULE 13D CUSIP No. 655260107 Page 19 of 28 Pages --------------------------- (b) 1. Sole power to vote or to direct the vote 578,400 --------- 2. Shared power to vote or to direct the vote -- --------- 3. Sole power to dispose or to direct the disposition 578,400 --------- 4. Shared power to dispose of or to direct the disposition -- --------- (c) Information concerning transactions in the Common Stock effected by DKIP is set forth in Appendix II. DKEP (a) Aggregate Number of Securities Owned 194,800 --------- Percentage .95% --------- (b) 1. Sole power to vote or to direct the vote 194,800 --------- 2. Shared power to vote or to direct the vote -- --------- 3. Sole power to dispose or to direct the disposition 194,800 --------- 4. Shared power to dispose of or to direct the disposition -- --------- (c) Information concerning transactions in the Common Stock effected by DKEP is set forth in Appendix II. MHD Management Co. (a) Aggregate Number of Securities Owned 529,900 --------- (b) Percentage 2.58% --------- 1. Sole power to vote or to direct the vote 529,900 --------- 2. Shared power to vote or to direct the vote -- --------- SCHEDULE 13D CUSIP No. 655260107 Page 20 of 28 Pages --------------------------- 3. Sole power to dispose or to direct the disposition 529,900 --------- 4. Shared power to direct the disposition -- --------- M.H. Davidson & Co. (a) Aggregate Number of Securities Owned 19,100 --------- (b) Percentage .09% --------- 1. Sole power to vote or to direct the vote 19,100 --------- 2. Shared power to vote or to direct the vote -- --------- 3. Sole power to dispose or to direct the disposition 19,100 --------- 4. Shared power to direct the disposition -- --------- (c) Information concerning transactions in the Common Stock effected by M.H. Davidson & Co. is set forth in Appendix II. Davidson Kempner Advisers Inc. (a) Aggregate Number of Securities Owned 578,400 --------- (b) Percentage 2.81% --------- 1. Sole Power to vote or to direct the vote 578,400 --------- 2. Shared Power to vote or to direct the vote -- --------- 3. Sole power to dispose or to direct the dispositions 578,400 --------- 4. Shared power to direct the disposition -- --------- SCHEDULE 13D CUSIP No. 655260107 Page 21 of 28 Pages --------------------------- Davidson Kempner International Ltd. (a) Aggregate Number of Securities Owned 51,900 --------- (b) Percentage .25% --------- 1. Sole power to vote or to direct the vote 51,900 --------- 2. Shared power to vote or to direct the vote -- --------- 3. Sole power to dispose or to direct the disposition 51,900 --------- 4. Shared power to direct the disposition -- --------- (c) Information concerning transactions in the Common Stock effected by DKIL is set forth in Appendix II. DKIA (a) Aggregate Number of Securities Owned 51,900 --------- (b) Percentage .25% --------- 1. Sole power to vote or to direct the vote 51,900 --------- 2. Shared power to vote or to direct the vote -- --------- 3. Sole power to dispose or to direct the disposition 51,900 --------- 4. Shared power to direct the disposition -- --------- Marvin H. Davidson (a) Aggregate Number of Securities Owned 1,180,000 --------- (b) Percentage 5.74% --------- 5. Sole Power to vote or to direct the vote -- --------- 6. Shared Power to vote or to direct SCHEDULE 13D CUSIP No. 655260107 Page 22 of 28 Pages --------------------------- the vote 1,180,000 --------- 7. Sole power to dispose or to direct the dispositions -- --------- 8. Shared power to direct the disposition 1,180,000 --------- Thomas L. Kempner, Jr. (a) Aggregate Number of Securities Owned 1,180,000 --------- (b) Percentage 5.74% --------- 1. Sole Power to vote or to direct the vote -- --------- 2. Shared Power to vote or to direct the vote 1,180,000 --------- 3. Sole power to dispose or to direct the disposition -- --------- 4. Shared power to direct the disposition 1,180,000 --------- Stephen M. Dowicz (a) Aggregate Number of Securities Owned 1,180,000 --------- (b) Percentage 5.74% --------- 1. Sole Power to vote or to direct the vote -- --------- 2. Shared Power to vote or to direct the vote 1,180,000 --------- 3. Sole power to dispose or to direct the disposition -- --------- 4. Shared power to direct the disposition 1,180,000 --------- Scott E. Davidson (a) Aggregate Number of Securities Owned 1,180,000 --------- (b) Percentage 5.74% --------- SCHEDULE 13D CUSIP No. 655260107 Page 23 of 28 Pages --------------------------- 1. Sole Power to vote or to direct the vote -- --------- 2. Shared Power to vote or to direct the vote 1,180,000 --------- 3. Sole power to dispose or to direct the disposition -- --------- 4. Shared power to direct the disposition 1,180,000 --------- Michael J. Leffell (a) Aggregate Number of Securities Owned 1,180,000 --------- (b) Percentage 5.74% --------- 1. Sole Power to vote or to direct the vote -- --------- 2. Shared Power to vote or to direct the vote 1,180,000 --------- 3. Sole power to dispose or to direct the disposition -- --------- 4. Shared power to direct the disposition 1,180,000 --------- ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. SCHEDULE 13D CUSIP No. 655260107 Page 24 of 28 Pages --------------------------- SIGNATURES 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. October 6, 1997 DAVIDSON KEMPNER PARTNERS By MHD Management Co., its general partner By: /s/ Thomas L. Kempner, Jr ------------------------------- Thomas L. Kempner, Jr. General Partner DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P. By Davidson Kempner Advisers Inc., its general partner By: /s/ Thomas L. Kempner, Jr ------------------------------- Thomas L. Kempner, Jr. Secretary SCHEDULE 13D CUSIP No. 655260107 Page 25 of 28 Pages --------------------------- DAVIDSON KEMPNER ENDOWMENT PARTNERS By MHD Management Co., its general partner By:/s/ Thomas L. Kempner, Jr. ------------------------------- Thomas L. Kempner, Jr. General Partner MHD MANAGEMENT CO. By: /s/ Thomas L. Kempner, Jr. ------------------------------- Thomas L. Kempner, Jr. General Partner DAVIDSON KEMPNER ADVISERS INC. By: /s/ Thomas L. Kempner, Jr. ------------------------------- Thomas L. Kempner, Jr. Secretary DAVIDSON KEMPNER INTERNATIONAL LTD. By Davidson Kempner International Advisors, LLC By: /s/ Thomas L. Kempner, Jr. ------------------------------- Thomas L. Kempner, Jr. A Managing Member DAVIDSON KEMPNER INTERNATIONAL ADVISORS, LLC By: /s/ Thomas L. Kempner, Jr. ------------------------------- Thomas L. Kempner, Jr. A Managing Member SCHEDULE 13D CUSIP No. 655260107 Page 26 of 28 Pages --------------------------- /s/ Marvin H. Davidson ------------------------------- Marvin H. Davidson /s/ Thomas L. Kempner, Jr. ------------------------------- Thomas L. Kempner, Jr. /s/ Stephen M. Dowicz ------------------------------- Stephen M. Dowicz /s/ Scott E. Davidson ------------------------------- Scott E. Davidson /s/ Michael J. Leffell ------------------------------- Michael J. Leffell SCHEDULE 13D CUSIP No. 655260107 Page 27 of 28 Pages --------------------------- APPENDIX I DAVIDSON KEMPNER ADVISERS INC. AND DAVIDSON KEMPNER INTERNATIONAL ADVISORS LLC PRESENT PRINCIPAL OCCUPATION NAME AND POSITION AND BUSINESS ADDRESS Marvin H. Davidson Investment Advisor DKAI - President 885 Third Avenue DKIA - Executive Managing New York, NY 10022 Member Stephen M. Dowicz Investment Advisor DKAI - Treasurer 885 Third Avenue DKIA - Managing Member New York, NY 10022 Thomas L. Kempner, Jr. Investment Advisor DKAI - Secretary 885 Third Avenue DKIA - Managing Member New York, NY 10022 Scott E. Davidson Investment Advisor DKAI - Managing Director 885 Third Avenue DKIA - Managing Member New York, NY 10022 Michael J. Leffell Investment Advisor DKAI - Managing Director 885 Third Avenue DKIA - Managing Member New York, NY 10022 SCHEDULE 13D CUSIP No. 655260107 Page 28 of 28 Pages --------------------------- APPENDIX II Noel Group, Inc. Transaction Schedule For the sixty-day period ending October 6, 1997 Date Quantity Price/Share Buy/Sell ---- -------- ----------- -------- August 1, 1997 7,500 4.063 Buy August 4, 1997 5,000 4.063 Buy August 5, 1997 38,000 4.063 Buy August 6, 1997 10,000 4.063 Buy August 7, 1997 12,500 4.063 Buy August 11, 1997 6,000 4.032 Buy August 12, 1997 20,000 4.063 Buy August 13, 1997 28,000 4.00 Buy August 19, 1997 55,000 4.063 Buy September 8, 1997 25,000 4.063 Buy September 11, 1997 5,000 4.063 Buy September 26, 1997 22,000 4.063 Buy September 30, 1997 15,000 4.016 Buy October 1, 1997 2,000 4.00 Buy October 2, 1997 10,000 4.00 Buy October 3, 1997 138,000 3.813 Buy October 6, 1997 15,000 4.00 Buy -----END PRIVACY-ENHANCED MESSAGE-----