-----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, J3oYpSLRBu3Dc+r8kAYrqE13V6bigB4CV17gArf1BOtDmygh9qoayZ8u6e/b3yIp bXRSh8CDW+nR1OufH7tntg== 0000890566-97-000509.txt : 19970325 0000890566-97-000509.hdr.sgml : 19970325 ACCESSION NUMBER: 0000890566-97-000509 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970324 SROS: NONE 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: 1934 Act SEC FILE NUMBER: 005-47711 FILM NUMBER: 97561557 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: FIR TREE PARTNERS CENTRAL INDEX KEY: 0000939318 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133745262 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS STREET 2: 29TH FL CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2128276757 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 NOEL GROUP, INC. (Name of Issuer) Shares of Common Stock, par value $0.01 per share (Title of Class of Securities) 655260107 (CUSIP NUMBER) FIR TREE PARTNERS 1211 Avenue of the Americas 29th Floor New York, New York 10036 Tel. No.: (212) 398-3500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - with copies to - Eliot D. Raffkind, P.C. Akin, Gump, Strauss, Hauer & Feld, LLP 1700 Pacific Avenue, Suite 4100 Dallas, Texas 75201-4618 (214) 969-2800 March 7, 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 schedule because of Rule 13d-1(b)(3) or (4) check the following box [ ] 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, as amended ("Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. - ------------------------------- ------------------------------- CUSIP No. 655260107 Page ___of ___Pages - ------------------------------- ------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Fir Tree, Inc. d/b/a Fir Tree Partners - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF, WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,153,500 ------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON WITH ------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 1,153,500 ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,153,500 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.65% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO, IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT SCHEDULE 13D This Schedule 13D (the "Schedule 13D") is being filed on behalf of Fir Tree, Inc., a New York Corporation, doing business as Fir Tree Partners ("Fir Tree Partners"), and Mr. Jeffrey Tannenbaum ("Mr. Tannenbaum"), the sole shareholder, executive officer, director, and principal, relating to shares of Common Stock of Noel Group, Inc. (the "Issuer"). This Schedule 13D relates to shares of Common Stock of the Issuer purchased by Fir Tree Partners for the account of (i) Fir Tree Value Fund, L.P. ("Fir Tree Value Fund"), of which Mr. Tannenbaum is the general partner, (ii) Fir Tree Institutional Value Fund, L.P. ("Fir Tree Institutional"), of which Mr. Tannenbaum is a member of the general partner, and (iii) Fir Tree Value Partners LDC ("Fir Tree LDC"), of which Mr. Tannenbaum acts as investment advisor. ITEM 1. SECURITY AND ISSUER Securities acquired: Shares of Common Stock, par value $0.01 per share Issuer: Noel Group, Inc. 667 Madison Avenue New York, NY 10021 Tel. No. (212) 371-1400 ITEM 2. IDENTITY AND BACKGROUND Fir Tree, Inc., a New York corporation, doing business as Fir Tree Partners, provides investment management services to private individuals and institutions, and is located at 1211 Avenue of the Americas, 29th Floor, New York, NY 10036. Mr. Tannenbaum is the sole shareholder, executive officer, director and principal of Fir Tree Partners. Mr. Tannenbaum's principal occupation is investment management and he is a United States citizen. His business address is Fir Tree Partners, 1211 Avenue of the Americas, 29th Floor, New York, NY 10036. Neither Fir Tree Partners nor Mr. Tannenbaum has been convicted in a criminal proceeding during the last five years. Neither Fir Tree Partners nor Mr. Tannenbaum is and during the past five years was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof, subject to any 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS As of March 14, 1997, Fir Tree Partners had invested (i) $6,406,854 in shares of Common Stock through Fir Tree Value Fund, (ii) $722,810 in shares of Common Stock through Fir Tree Institutional and (iii) $351,182 in shares of Common Stock through Fir Tree LDC, all as described in Item 5 below. The source of these funds was the working capital of each of Fir Tree Value Fund, Fir Tree Institutional and Fir Tree LDC, as the case may be. ITEM 4. PURPOSE OF THE TRANSACTION Fir Tree Partners and Mr. Tannenbaum acquired shares of Common Stock for portfolio investment purposes, and do not have any present plans or proposals that relate to or would result in any change in the business, policies, management, structure or capitalization of the Issuer, but Fir Tree Partners and Mr. Tannenbaum reserve the right to consider or make such plans and/or proposals in the future. Fir Tree Partners and Mr. Tannenbaum reserve the right to acquire, or dispose of, additional securities of the Issuer, in the ordinary course of business, to the extent deemed advisable in light of its general investment and trading policies, market conditions or other factors. Fir Tree Partners may contact the Issuer and/or other shareholders regarding potential strategies to increase shareholder value. Other than as described above, neither Fir Tree Partners nor Mr. Tannenbaum has present plans or proposals which would result in any of the following: 1) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; 2) any sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; 3) any change in the present board of directors or managers of the issuer; 4) any material change in the present capitalization or dividend policy of the issuer; 5) any other material change in the issuer's business or corporate structure; 6) any change in the issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; 7) 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 interdealer quotation system of a registered national securities association; 8) causing a class of securities of the issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or 9) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of March 14, 1997, Fir Tree Partners and Mr. Tannenbaum are beneficial owners of 1,153,500 shares of Common Stock of the Issuer or 5.65% of the shares outstanding. The 1,153,500 shares described above are beneficially owned by Fir Tree Partners and Mr. Tannenbaum for the account of the Fir Tree Value Fund, Fir Tree Institutional or Fir Tree LDC, as the case may be. The number of shares beneficially owned by Fir Tree Partners and Mr. Tannenbaum and the percentage of outstanding shares represented thereby have been computed in accordance with Rule 13d-3 under the Act. The percentage of beneficial ownership of Fir Tree Partners and Mr. Tannenbaum on March 14, 1997 is based on 20,421,039 outstanding shares of Common Stock as of September 30, 1996 as reported in the Issuer's 1996 Proxy Statement filed with the Commission on February 14, 1997. This number includes 233,334 options that were exercised subsequent to September 30, 1996. (b) Fir Tree Partners and Mr. Tannenbaum for the account of each of Fir Tree Value Fund, Fir Tree Institutional and Fir Tree LDC have the power to vote and dispose of the shares of Common Stock held by each such entity. (c) The transactions in the Issuer's securities by Fir Tree Partners during the last sixty days are listed as Annex A attached hereto and made apart hereof. (d) Not Applicable. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not Applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Not Applicable. ANNEX A Transaction Date Buy/Sell Quantity (shares) Price per Share ($) - --------------------------------------------------------------------- 3/3/97 Buy 5,000 7.125 3/6/97 Buy 62,500 7.00 3/7/97 Buy 50,000 6.8125 3/10/97 Buy 5,000 6.9375 3/11/97 Buy 5,000 6.9375 3/13/97 Buy 2,000 6.9375 3/14/97 Buy 7,000 6.6429 -------------- 136,500 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March __, 1997 Fir Tree, Inc. d/b/a/ Fir Tree Partners By: /s/ JEFFREY TANNENBAUM JEFFREY TANNENBAUM, President /s/ JEFFREY TANNENBAUM Jeffrey Tannenbaum -----END PRIVACY-ENHANCED MESSAGE-----