SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Carlyle Industries, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
143093102
(CUSIP Number)
December 21, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on 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 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 143093102
1. Name of Reporting Person:
HBK Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 627,972 (1)(2)(4)
Number of
Shares
Beneficially 6. Shared Voting Power: 338,106 (2)(3)(4)
Owned By
Each
Reporting 7. Sole Dispositive Power: 627,972 (1)(2)(4)
Person
With
8. Shared Dispositive Power: 338,106 (2)(3)(4)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
966,078 (1)(2)(3)(4)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 6.9%
12. Type of Reporting Person: PN
- --------------
(1) Includes 627,972 shares purchased by HBK Master Fund L.P. HBK
Investments L.P. has sole voting and dispositive power over these
shares pursuant to an Investment Management Agreement with HBK Master
Fund L.P. Accordingly, HBK Master Fund L.P. has no beneficial
ownership of such shares.
(2) Power is exercised by its general partner, HBK Partners II L.P., whose
general partner is HBK Management L.L.C.
(3) Includes 338,106 shares purchased by HBK Main Street Investments L.P.
HBK Investments L.P. has shared voting and dispositive power over these
shares pursuant to an Amended and Restated Management Agreement.
(4) The shares of Carlyle Industries, Inc. are receivable by such reporting
persons pursuant to a distribution announced by Noel Liquidating Trust
on December 21, 1999.
CUSIP No. 143093102
1. Name of Reporting Person:
HBK Main Street Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 0
Number of
Shares
Beneficially 6. Shared Voting Power: 338,106 (1)(2)
Owned By
Each
Reporting 7. Sole Dispositive Power: 0
Person
With
8. Shared Dispositive Power: 338,106 (1)(2)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
338,106 (1)(2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 2.4%
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised by its general partner, HBK Fund L.P., whose general
partner is HBK Capital L.P., whose general partner is HBK Partners I
L.P., whose general partner is HBK Management L.L.C. Power is shared
with HBK Investments L.P. pursuant to an Amended and Restated
Management Agreement.
(2) The shares of Carlyle Industries, Inc. are receivable by such reporting
persons pursuant to a distribution announced by Noel Liquidating Trust
on December 21, 1999.
<PAGE>
Item 1(a). Name of Issuer.
The name of the issuer is Carlyle Industries, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at One Palmer
Terrace, Carlstadt, New Jersey 07072.
Item 2(a). Names of Persons Filing.
Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), this Schedule 13G Statement is hereby filed by HBK Investments
L.P., a Delaware limited partnership ("Investments") and HBK Main Street
Investments L.P., a Delaware limited partnership ("Main Street")
(collectively, the "Reporting Persons"). The Reporting Persons are making
this single, joint filing because they may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Securities and Exchange
Act of 1934, as amended (the "Act"), although neither the fact of this
filing nor anything contained herein shall be deemed an admission by the
Reporting Persons that a group exists. Additionally, information is included
herein with respect to the following persons (collectively, the "Controlling
Persons"): HBK Partners II L.P., a Delaware limited partnership ("Partners
II"), HBK Fund L.P., a Delaware limited partnership ("Fund"), HBK Capital
L.P., a Delaware limited partnership ("Capital"), HBK Partners I L.P., a
Delaware limited partnership ("Partners I"), HBK Management L.L.C., a
Delaware limited liability company ("Management") and Harlan B. Korenvaes, a
member of Management, who may control Management ("Manager"). The Reporting
Persons and the Controlling Persons are sometimes hereinafter collectively
referred to as the "Item 2 Persons."
Item 2(b). Address of Principal Business Office, or if None, Residence.
The principal business office for each of the Item 2 Persons is 300
Crescent Court, Suite 700, Dallas, Texas 75201.
Item 2(c). Citizenship.
All of the natural persons listed in Item 2(a) are citizens of the
United States of America.
Item 2(d). Title of Class of Securities.
This statement relates to the Common Stock, par value $.01 per
share (the "Stock") of the Issuer.
Item 2(e). CUSIP Number.
The CUSIP number of the Shares is 143093102.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b).
If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-
2(b) or (c), check whether the person filing is a:
(a) / / Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o);
(b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) / / Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c);
(d) / / Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) / / An investment adviser in accordance with section 240.13d-
1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with
section 240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with
section 240.13d-1(b)(1)(ii)(G);
(h) / / A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j) / / Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to section 240.13d-1(c), check this
box /X/.
Item 4. Ownership.
(a) - (b)
Reporting Person
Pursuant to an Investment Management Agreement with HBK Master Fund
L.P. ("Master"), Investments may, pursuant to Rule 13d-3(a), be deemed to
be the beneficial owner of 627,972 shares of the Stock held by Master, which
constitutes approximately 4.5% of the outstanding shares of the Stock.
In addition pursuant to an Amended and Restated Investment Management
Agreement with Fund and Capital, Investments may, pursuant to Rule 13d-3(a),
be deemed to be the beneficial owner of 338,106 shares of the Stock owned
by Main Street, which constitutes 2.4% of the outstanding shares of the
Stock.
Pursuant to Rule 13d-3(a), Main Street is the beneficial owner of
338,106 shares of the Stock, which constitutes approximately 2.4% of the
outstanding shares of the Stock.
Controlling Persons
Because of its position as the sole general partner of Investments,
Partners II may be deemed to be the beneficial owner of 627,972 shares of
the Stock, which constitutes approximately 4.5% of the outstanding shares
of the Stock.
Each of (1) Fund, as sole general partner of Main Street, (2) Capital,
as sole general partner of Fund, and (3) Partners I, as sole general partner
of Capital, may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 338,106 shares of the Stock, which constitutes
approximately 2.4% of the outstanding shares of the Stock.
Each of (1) Management, as sole general partner of Partners I and
Partners II, and (2) the Manager, as the controlling person of Management,
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of an aggregate of 966,078 shares of the Stock, which constitutes
approximately 6.9% of the outstanding shares of the Stock.
The Persons listed in Item 2(a) expressly declare that the filing of
this statement on Schedule 13G shall not be construed as an admission that
they are, for the purpose of Section 13(d) or 13(g) of the Securities and
Exchange Act of 1934, the beneficial owners of any securities covered by this
statement.
(c)
Reporting Persons
Pursuant to an Investment Management Agreement with Master, and acting
through its general partner, Partners II, Investments has the sole power to
vote or direct the vote and to dispose or to direct the disposition of
627,972 shares of the Stock. Also, pursuant to an Amended and Restated
Management Agreement with Fund and Capital, and acting through its general
partner, Partners II, Investments has the shared power to vote or to direct
the vote and to dispose or to direct the disposition of 338,106 shares of
the Stock held by Main Street.
Main Street has the shared power to vote or to direct the vote and to
dispose or to direct the disposition of 338,106 shares of the Stock.
Controlling Persons
Acting through its general partner, Management, and in its capacity as
the general partner of Investments, Partners II has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 627,972
shares of the Stock and the shared power to vote or to direct the vote and to
dispose or to direct the disposition of 338,106 shares of the Stock.
Acting through its general partner, Capital, and in its capacity as the
general partner of Main Street, Fund has the shared power to vote or to
direct the vote and to dispose or to direct the disposition of 338,106
shares of the Stock.
Acting through its general partner, Partners I, and in its capacity as
the general partner of Fund, Capital has the shared power to vote or to
direct the vote and to dispose or to direct the disposition of 338,106
shares of the Stock.
Acting through its general partner, Management, and in its capacity as
the general partner of Capital, Partners I has the shared power to vote or to
direct the vote and to dispose or to direct the disposition of 338,106
shares of the Stock.
In its capacity as the general partner of Partners I and Partners II,
Management has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 627,972 shares of the Stock and the shared
power to vote or to direct the vote and to dispose or to direct the
disposition of 338,106 shares of the Stock.
Manager
In his capacity as a controlling person of Management, the Manager
has the shared power to vote or to direct the vote and to dispose or
to direct the disposition of 338,106 shares of the Stock and the sole
power to vote or to direct the vote and to dispose or to direct the
disposition of 627,972 of the Stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Under an Investment Management Agreement with HBK Master Fund L.P., HBK
Investments L.P. has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 627,972 shares of Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>
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.
DATED: January 3, 2000
HBK INVESTMENTS L.P.
By: /s/ Kevin O'Neal
Kevin O'Neal
Authorized Signatory (1)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ Kevin O'Neal
Kevin O'Neal
Authorized Signatory(2)
(1) An Authorization Certificate authorizing Kevin O'Neal to act on
behalf of HBK Investments L.P. was previously filed.
(2) An Authorization Certificate authorizing Kevin O'Neal to act on
behalf of HBK Main Street Investments L.P. was previously filed.
