SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT No. 3 to SCHEDULE 13D)
Under the Securities Exchange Act of 1934
NOEL GROUP, INC.
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(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
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(Title of Class of Securities)
655260107
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(CUSIP NUMBER)
FIR TREE PARTNERS
1211 Avenue of the Americas
29th Floor
New York, New York 10036
Tel. No.: (212) 398-3500
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(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 23, 1997
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(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
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 2,371,100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 2,371,100
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,371,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.61%
14 TYPE OF REPORTING PERSON*
CO, IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
AMENDMENT No. 3 to SCHEDULE 13D
This Amendment No. 3 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., as filed with the Securities and Exchange Commission (the
"Commission") on March 24, 1997, amended by Amendment No. 1 to Schedule
13D, filed with the Commission on May 15, 1997, and further amended by
Amendment No. 2 to Schedule 13D, filed with the Commission on May 22, 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 30, 1997, Fir Tree Partners had invested (i) $9,759,506
in shares of Common Stock through Fir Tree Value Fund, (ii) $1,240,678 in
shares of Common Stock through Fir Tree Institutional and (iii) $613,446 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 $2.64 per share of Common
Stock, to its shareholders.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Amended Schedule 13D is hereby amended by amending and
restating Items 5(a) and (c) as follows:
(a) As of May 30, 1997, Fir Tree Partners and Mr. Tannenbaum
are
beneficial owners of 2,371,100 shares of Common Stock of the Issuer or
11.61% of the shares outstanding. The 2,371,100 shares described above are
beneficially owned by Fir Tree Partners and Mr. Tannenbaum for the account
of the Fir Tree Value Fund, Fir Tree Institutional or Fir Tree LDC, as the
case may be.
The number of shares beneficially owned by Fir Tree Partners and
Mr. Tannenbaum, and the percentage of outstanding shares represented
thereby, have been computed in accordance with Rule 13d-3 under the Act.
The percentage of beneficial ownership of Fir Tree Partners and Mr.
Tannenbaum on May 30, 1997 is based on 20,421,039 outstanding shares of
Common Stock as of April 25, 1997 as reported in the Issuer's Current
Report on Form 8-K, filed with the Securities and Exchange Commission on
May 12, 1997.
(c) The transactions in the Issuer's securities by Fir Tree
Partners during the period of May 16, 1997 to May 30, 1997 are listed on
Annex A attached hereto and made apart hereof.
<PAGE>
ANNEX A
Transaction Quantity Price per
Date Buy/Sell (shares) Share ($)
----------- --------- --------- ---------
5/19/97 Buy 20,000 3.3125
5/22/97 Buy 20,000 3.5000
5/22/97 Buy 25,000 3.4625
5/22/97 Buy 41,000 3.4975
5/23/97 Buy 82,000 3.5000
5/27/97 Buy 83,000 3.5938
5/27/97 Buy 49,800 3.5625
5/28/97 Buy 130,000 3.53125
5/30/97 Buy 66,000 3.5625
516,800
<PAGE>
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: June 5, 1997
Fir Tree, Inc. d/b/a/ Fir Tree Partners
By: /s/ Jeffrey Tannenbaum
--------------------------------
JEFFREY TANNENBAUM, President
/s/ Jeffrey Tannenbaum
--------------------------------
Jeffrey Tannenbaum
