-----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, JbKIxfZ4Wo0RtBFmsd9tXAOg5W1cJZVEyRkX2YFzN4uZY2FmgPAl/u7JSe5xMuow r5/g3PC9giPtoN3S98styQ== 0000941302-97-000029.txt : 19970523 0000941302-97-000029.hdr.sgml : 19970523 ACCESSION NUMBER: 0000941302-97-000029 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970522 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47711 FILM NUMBER: 97612832 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/A 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/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT No. 2 to 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 May 8, 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 13D Page 2 of 5 Pages 1 NAME OF REPORTING PERSONS Fir Tree, Inc. S.S. OR I.R.S. IDENTIFICATION NOS. d/b/a Fir Tree Partners OF ABOVE PERSONS 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 SHARES 7 SOLE VOTING POWER 1,854,300 BENEFICIALLY OWNED BY EACH REPORTING 8 SHARED VOTING POWER 0 PERSON WITH 9 SOLE DISPOSITIVE POWER 1,854,300 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,854,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN 9.08% ROW (11) 14 TYPE OF REPORTING PERSON* CO, IN *SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 655260107 13D Page 3 of 5 Pages AMENDMENT NO. 2 TO SCHEDULE 13D This Amendment No. 2 to 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 of Fir Tree Partners, as an amendment to the initial statement on Schedule 13D, relating to shares of Common Stock, par value $0.01 per share, of Noel Group, Inc. (the "Issuer"), as filed with the Securities and Exchange Commission (the "Commission") on March 24, 1997, and amended by Amendment No. 1 to Schedule 13D, filed with the Commission on May 15, 1997 (as amended, the "Amended Schedule 13D"). The Amended Schedule 13D is hereby further amended and supplemented as follows: ITEM 3. SOURCE AND AMOUNT OF FUNDS Item 3 of the Amended Schedule 13D is hereby amended and restated in its entirety to read as follows: As of May 18, 1997, Fir Tree Partners had invested (i) $9,003,990 in shares of Common Stock through Fir Tree Value Fund, (ii) $1,149,785 in shares of Common Stock through Fir Tree Institutional and (iii) $580,010 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. On April 28, 1997, the Issuer distributed shares of common stock of HealthPlan Services, valued at approximately $2.64 per share of Common Stock, to its shareholders. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Amended Schedule 13D is hereby amended by amending and restating Items 5(a) and (c) as follows: As of May 18, 1997, Fir Tree Partners and Mr. Tannenbaum are beneficial owners of 1,854,300 shares of Common Stock of the Issuer or 9.08% of the shares outstanding. The 1,854,300 shares described above are beneficially owned by Fir Tree Partners and Mr. Tannenbaum for the account of the Fir Tree Value Fund, Fir Tree Institutional or Fir Tree LDC, as the case may be. The number of shares beneficially owned by Fir Tree Partners and Mr. Tannenbaum, and the percentage of outstanding shares represented thereby, have been computed in accordance with Rule 13d-3 under the Act. The percentage of beneficial ownership of Fir Tree Partners and Mr. Tannenbaum on May 18, 1997 is based on 20,421,039 outstanding shares of Common Stock as of April 25, 1997 as reported in the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 12, 1997. (c) The transactions in the Issuer's securities by Fir Tree Partners during the period of May 6, 1997 to May 15, 1997 are listed on Annex A attached hereto and made apart hereof. CUSIP No. 655260107 13D Page 4 of 5 Pages ANNEX A TRANSACTION DATE BUY/SELL QUANTITY (SHARES) PRICE PER SHARE ($) - ---------------- -------- ----------------- ------------------- 5/6/97 Buy 98,000 3.4063 5/6/97 Buy 3,000 3.3125 5/7/97 Buy 70,500 3.4643 5/7/97 Buy 7,500 3.4375 5/8/97 Buy 9,000 3.4375 5/8/97 Buy 40,000 3.3438 5/8/97 Buy 25,000 3.3125 5/8/97 Buy 2,500 3.3125 5/13/97 Buy 7,500 3.3125 5/14/97 Buy 2,000 3.3750 5/14/97 Buy 4,100 3.3125 5/15/97 Buy 6,000 3.3750 5/15/97 Buy 2,500 3.3125 ------- 277,600 CUSIP No. 655260107 13D Page 5 of 5 Pages 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: May 21, 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-----