SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Carlyle Industries, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
143093102
(CUSIP Number)
Jay Y. Sung
245 Park Avenue
New York, New York 10167
212-692-1978
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 22, 1999
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
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1/ 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 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).
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CUSIP No. 143093102 SCHEDULE 13D Page 2 of 8 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert A. Levinson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF (see Item 3 below)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
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NUMBER OF SHARES 7 SOLE VOTING POWER
1,134,649
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BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
0
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EACH REPORTING 9 SOLE DISPOSITIVE POWER
1,134,649
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PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,134,649
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
CUSIP No. 143093102 SCHEDULE 13D Page 3 of 8 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Swenvest Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* AF (see Item 3 below)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
New York
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NUMBER OF SHARES 7 SOLE VOTING POWER
846,956
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BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
0
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EACH REPORTING 9 SOLE DISPOSITIVE POWER
846,956
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PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
846,956
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1 %
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14 TYPE OF REPORTING PERSON*
CO
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Page 4 of 8
*SEE INSTRUCTIONS BEFORE FILING OUT!
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.01 per share
("Carlyle Common Stock") of Carlyle Industries, Inc. ("Carlyle"). The principal
executive offices of Carlyle are located at One Palmer Terrace, Carlstadt, New
Jersey 07072.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Swenvest Corporation ("Swenvest") and
by Robert A. Levinson ("Mr. Levinson"; Mr. Levinson and Swenvest are hereinafter
collectively referred to as the "Reporting Persons"), the sole officer, director
and shareholder of Swenvest.
(b) The address of both the principal business and principal office of
Swenvest is 462 Seventh Avenue, 20th Floor, New York, New York 10018. The
business address of Mr. Levinson is c/o Levcor International, Inc., 462 Seventh
Avenue, 20th Floor, New York, New York 10018.
(c) The present principal occupation of Mr. Levinson is Chairman of
Carlyle and Chairman of Levcor International, Inc.
(d) During the last five years, neither of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither of the Reporting Persons has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is 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.
(f) Swenvest was incorporated under the laws of the State of New York.
Mr. Levinson is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
The source of funds for the acquisition of Carlyle Common Stock by
Swenvest was the private funds of Mr. Levinson (in the form of a loan to
Swenvest). The source of funds for the acquisition of Carlyle Common Stock by
Mr. Levinson was personal funds.
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Page 5 of 8
ITEM 4. PURPOSE OF TRANSACTION.
Each of the Reporting Persons own Carlyle Common Stock for investment
purposes only. Except as described herein (in Items 5 and 6 below), neither of
the Reporting Persons has any plan or proposal that relates to or would result
in:
(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
of 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 Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof and based upon a total of 13,934,858 shares
of Carlyle Common Stock outstanding as reported on the Issuer's most recently
filed 10-Q for the quarter ended September 30, 1999, (i) Swenvest beneficially
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Page 6 of 8
owns in the aggregate 846,956 shares of Carlyle Common Stock, representing
approximately 6.1 % of outstanding Carlyle Common Stock and (ii) Mr. Levinson
may be deemed to be the beneficial owner of an aggregate 1,134,649 shares of
Carlyle Common Stock, representing approximately 8.1 % of outstanding Carlyle
Common Stock, consisting of the following: 846,956 shares of Carlyle Common
Stock as the sole shareholder of Swenvest; 75,000 shares of Carlyle Common Stock
held by three trusts for the benefit of Mr. Levinson's children; 165,693 shares
of Carlyle Common Stock that Mr. Levinson, in fact, owns; and options to
purchase an additional 47,000 shares of Carlyle Common Stock, which are
exercisable within 60 days. Mr. Levinson disclaims the 75,000 shares of Carlyle
Common Stock held by three trusts for the benefit of Mr. Levinson's children.
Mr. Levinson is co-trustee of such trusts.
(b) Swenvest has the sole power to vote or dispose with respect to all
of the Carlyle Common Stock held by Swenvest. Mr. Levinson has the sole power to
vote or dispose with respect to all of the shares of Carlyle Common Stock (i)
that Mr. Levinson holds directly (including option shares exercisable within 60
days), (ii) that are held by the three trusts for the benefit of Mr. Levinson's
children and (iii) that are held by Swenvest, indirectly, as sole shareholder of
Swenvest.
(c) Pursuant to a Purchase Agreement, dated as of November 24, 1999
(the "Purchase Agreement"), by and among Swenvest (the "Purchaser") and Fir Tree
Value Partners LOC; Fir Tree Value Fund, LP; and Fir Tree Institutional Value
Fund, LP (the" Sellers"); Swenvest acquired 59,492 shares of Carlyle Common
Stock at a purchase price of $1.00 per share on December 2, 1999. On December
22, 1999, Swenvest acquired an additional 787,464 shares of Carlyle Common Stock
at a purchase price of $1.00 per share in connection with the Purchase
Agreement.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Please see Item 5(c) for initial description of the Purchase
Agreement. The Purchase Agreement also calls for the sale of approximately
817,215 additional shares of Carlyle Common Stock to Swenvest from the Sellers
on March 15, 2000.
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Page 7 of 8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Purchase Agreement, dated as of November 24, 1999, by and among
Swenvest and Fir Tree Value Partners LOC; Fir Tree Value Fund, LP; and Fir Tree
Institutional Value Fund, LP is attached hereto as Exhibit A and shall hereafter
be incorporated by reference as Exhibit A.
This statement is filed on behalf of Swenvest and Mr. Levinson.
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Page 8 of 8
SIGNATURE
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: February 25, 2000
/s/ Robert A. Levinson
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Robert A. Levinson
SIGNATURE
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: February 25, 2000
SWENVEST CORPORATION
By: /s/ Robert A. Levinson
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Robert A. Levinson, President
EXHIBIT A
PURCHASE AGREEMENT
PURCHASE AGREEMENT, dated as of November 24, 1999 (this
"Agreement") by and between SWENVEST CORPORATION (the "Company"), and Fir Tree
Partners (the "Holder").
W I T N E S S E T H:
A. Holder is the holder, beneficially and of record, of
1,574,929 Units of Beneficial Interest under a Trust Agreement dated September
10, 1999 (the "Trust") among Noel Group, Inc. and Samuel F. Pryor III and
Herbert M. Friedman, as Trustees (the "Units"), and 54,492 shares of Common
Stock (the "Common Stock") of Carlyle Industries, Inc. ("Carlyle"),
B. As a Holder of the Units the Holder is entitled to receive
distributions of Trust Assets (as defined in the Trust) and expects that such
distributions will include a distribution of Common Stock, and
C. The Company desires to purchase from the Holder, and the
Holder desires to sell to the Company, on the terms and subject to the
conditions described herein, the shares of Common Stock currently owned by the
Holder and the shares of Common Stock to be distributed by the Trust to the
Holder.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the Company and the Holder hereby agree as
follows:
Transfer of Series Common Stock; Consideration.
(a) Subject to the terms and conditions of this Agreement, (i)
concurrently with the execution of this Agreement by the Holder, Holder shall
sell, assign, transfer and deliver to the Company, a certificate or certificates
representing the 59,492 shares of Common Stock currently owned by the Holder and
(ii) as and when received by the Holder, the Holder shall sell, assign, transfer
and deliver to the Company a certificate or certificates representing 757,424 of
the shares of Common Stock to be distributed to the Holder by the Trust,
together with a Stock Power or Powers in blank duly executed by such Holder, and
with the Holder's signature guaranteed, in consideration of the payment to the
Holder of the amount in cash equal to the sum determined by multiplying the
aggregate number of shares of Common Stock transferred to the Company by the
Holder by $1.00 (the "Purchase Price"), and promptly following delivery to the
Company by the Holder of an executed counterpart of this Agreement, a
certificate or certificates representing the Common Stock and the required Stock
Power(s), the Company shall deliver by certified check or wire transfer an
amount equal to the applicable Purchase Price.
(b) On March 15, 2000 the Holder shall sell, assign, transfer and
deliver to the Company a certifcate or certificates representing the remaining
817,215 shares of Common Stock distributed to the Holder by the Trust, together
with a Stock Power or Powers in blank duly executed by the Holder and with
Holders signaure guaranteed in consideration for the payment to the Holder of
the amount of cash equal to the applicable Purchase Price.
2. Representations and Warranties of The Holder. The Holder hereby
represents and warrants to the Company as follows:
2.1 Ownership of Preferred Shares. Holder owns or will own when
transferred to the Company the number of shares of Common Stock, as the case may
be, to be transferred to the Company pursuant to this Agreement free and clear
of all liens, pledges, charges, security interests, claims, options or
encumbrances of any kind whatsoever and pursuant to this Agreement will transfer
the Common Stock to the Company free of all liens, pledges, charges, security
interests, claims, options and encumbrances.
2.2 Due Authorization. Holder has all requisite capacity, power and
authority to execute, deliver and perform its obligations under this Agreement.
This Agreement has been duly and validly executed and delivered by Holder and
constitutes the valid, legal and binding obligation of Holder enforceable
against Holder in accordance with its terms.
2.3 No Holder's Defaults. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby,
violates any statute, ordinance, regulation, order, judgment or decree of any
court or governmental agency, or conflicts with or will result in any breach of
any of the terms of or constitute a default under or result in the termination
of or the creation of any lien upon the Common Stock pursuant to the terms of
any contract or agreement to which the Holders is a party or by which the Holder
or any of its assets are bound.
2.4 Consents. All requisite consents of third parties, including, but
not limited to, governmental or other regulatory agencies, federal, state or
municipal, required to be received by or on the part of Holder for the execution
and delivery of this Agreement and the performance of its obligations hereunder
have been obtained and are in full force and effect. Holder has fully complied
with all conditions of such consents.
3. Covenants and Agreements of the Parties.
3.1 Expenses. Each of the parties to this Agreement shall bear its
respective expenses incurred in connection with the preparation, execution and
performance of this Agreement and the transactions contemplated hereby,
including without limitation, all fees and expenses of agents, representatives,
counsel and accountants.
3.2 Brokers. Each of the Holders on the one hand and the Company on the
other hand represent and warrant to the other that each has not employed any
broker, finder or similar agent and no person or entity with which each has had
any dealings or communications of any kind is entitled to any brokerage,
finder's or placement fee or any similar compensation in connection with this
Agreement or the transaction contemplated hereby.
3.3 Further Assurances. In addition to the actions hereunder and the
documents and instruments delivered in accordance herewith, each of the Holders
and the Company shall execute and deliver such other documents and instruments
and take such other action as the other parties may reasonably request in order
to complete and perfect the transactions contemplated by the Agreement.
4. Miscellaneous. This Agreement and all other agreements or instruments
executed, issued or delivered in accordance herewith shall be construed and
enforced in accordance with and governed by the laws of the State of New York
applicable to contracts entered into and to be performed entirely within such
State. This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and assigns of the parties hereto. This
Agreement embodies the entire agreement and understanding between each Holder
and the Company and supersedes all prior agreements and understandings relating
to the subject matter hereof. The headings in this Agreement are for the purpose
of reference only, and shall not limit or otherwise affect the meaning hereof.
This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.
SWENVEST CORP.
By: /s/ Robert Levinson
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FIR TREE VALUE PARTBERS LOC
FIR TREE VALUE FUND, LP
FIR TREE INSTITUTIONAL VALUE FUND, LP
By: /s/ illegible
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General Manager of
Fir Tree Institutional Value Fund, LP
Fir Tree Value Fund, LP
Fir Tree Value Partners LOC
