SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT No. 6 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
August 5, 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 4,495,467
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 4,495,467
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,495,467
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.01%
14 TYPE OF REPORTING PERSON*
CO, IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
AMENDMENT NO. 6 TO SCHEDULE 13D
This Amendment No. 6 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, amended
by Amendment No. 2 to Schedule 13D, filed with the Commission on
May 22, 1997, amended by Amendment No. 3 to Schedule 13D, filed
with the Commission on June 5, 1997, amended by Amendment No. 4
to Schedule 13D, filed with the Commission on June 20, 1997, and
further amended by Amendment No. 5 to Schedule 13D, filed with
the Commission on July 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 August 5, 1997, Fir Tree Partners had invested
(i) $14,080,714 in shares of Common Stock through Fir Tree Value
Fund, (ii) $1,876,083 in shares of Common Stock through Fir Tree
Institutional and (iii) $743,318 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
$2.64 per share of Common Stock, to its shareholders. The
amounts set forth above do not include the value of the shares of
common stock of HealthPlan Services distributed to each of Fir
Tree Value Fund, Fir Tree Institutional and Fir Tree LDC.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Amended Schedule 13D is hereby amended by
amending and restating Items 5(a) and (c) as follows:
(a) As of August 5, 1997, Fir Tree Partners and Mr.
Tannenbaum are beneficial owners of 4,495,467 shares of Common
Stock of the Issuer or 22.01% of the shares outstanding. The
4,495,467 shares described above are beneficially owned by Fir
Tree Partners and Mr. Tannenbaum for the account of the Fir Tree
Value Fund, Fir Tree Institutional or Fir Tree LDC, as the case
may be.
The number of shares beneficially owned by Fir Tree
Partners and Mr. Tannenbaum, and the percentage of outstanding
shares represented thereby, have been computed in accordance with
Rule 13d-3 under the Act. The percentage of beneficial ownership
of Fir Tree Partners and Mr. Tannenbaum on August 5, 1997 is
based on 20,421,039 outstanding shares of Common Stock as of May
9, 1997, as reported in the Issuer's Quarterly Report on Form 10-
Q, filed with the Securities and Exchange Commission on May 15,
1997.
(c) The transactions in the Issuer's securities by Fir
Tree Partners during the period of June 26, 1997 to August 5,
1997 are listed on Annex A attached hereto and made apart hereof.
ANNEX A
Transaction Buy/Sell Quantity Price per
Date (shares) Share($)
----------- -------- -------- ---------
7/15/97 Buy 5,000 4.0625
7/16/97 Buy 46,100 4.0625
7/17/97 Buy 17,500 4.0625
7/21/97 Buy 7,500 4.0625
7/28/97 Buy 57,500 4.0625
7/29/97 Buy 20,000 4.0625
8/4/97 Buy 12,500 4.0625
8/5/97 Buy 47,500 4.0625
213,600
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: August 7, 1997
Fir Tree, Inc. d/b/a/ Fir Tree
Partners
By: /s/ JEFFREY TANNENBAUM
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JEFFREY TANNENBAUM, President
/s/ Jeffrey Tannenbaum
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Jeffrey Tannenbaum
