SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 7 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
September 12, 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 Amendment No. 7 to 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 4,737,567
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 4,737,567
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,737,567
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.03%
14 TYPE OF REPORTING PERSON*
CO, IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
AMENDMENT NO. 7 TO SCHEDULE 13D
This Amendment No. 7 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, amended by Amendment No. 5 to Schedule 13D, filed with the
Commission on July 15, 1997, and further amended by Amendment No. 6 to
Schedule 13D, filed with the Commission on August 8, 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 September 22, 1997, Fir Tree Partners had invested (i)
$14,906,071 in shares of Common Stock through Fir Tree Value Fund, (ii)
$1,976,929 in shares of Common Stock through Fir Tree Institutional and
(iii) $803,841 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 $2.64 per
share of Common Stock, to its shareholders. The amounts set forth above do
not include the value of the shares of common stock of HealthPlan Services
distributed to each of Fir Tree Value Fund, Fir Tree Institutional and Fir
Tree LDC.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Amended Schedule 13D is hereby amended by amending and
restating Items 5(a) and (c) as follows:
(a) As of September 22, 1997, Fir Tree Partners and Mr.
Tannenbaum are beneficial owners of 4,737,567 shares of Common Stock of the
Issuer or 23.03% of the shares outstanding. The 4,737,567 shares described
above are beneficially owned by Fir Tree Partners and Mr. Tannenbaum for
the account of the Fir Tree Value Fund, Fir Tree Institutional or Fir Tree
LDC, as the case may be.
The number of shares beneficially owned by Fir Tree Partners and
Mr. Tannenbaum, and the percentage of outstanding shares represented
thereby, have been computed in accordance with Rule 13d-3 under the Act.
The percentage of beneficial ownership of Fir Tree Partners and Mr.
Tannenbaum on September 22, 1997 is based on 20,567,757 outstanding shares
of Common Stock as of July 31, 1997, as reported in the Issuer's Quarterly
Report on Form 10-Q, filed with the Securities and Exchange Commission on
August 14, 1997.
(c) The transactions in the Issuer's securities by Fir Tree
Partners during the period of August 6, 1997 to September 22, 1997 are
listed on Annex A attached hereto and made apart hereof.
ANNEX A
Transaction Buy/Sell Quantity Price per
Date (shares) Share ($)
------------ --------- --------- ---------
8/06/97 Buy 10,000 4.0625
8/07/97 Buy 12,500 4.0625
8/11/97 Buy 5,000 4.0625
8/12/97 Buy 20,000 4.0625
8/14/97 Buy 15,000 4.0625
8/19/97 Buy 55,000 4.0625
9/02/97 Buy 10,000 4.0930
9/03/97 Buy 25,000 4.0930
9/08/97 Buy 25,000 4.0625
9/09/97 Buy 15,000 4.0930
9/11/97 Buy 5,000 4.0625
9/12/97 Buy 24,600 4.0930
9/16/97 Buy 5,000 4.0930
9/17/97 Buy 7,500 4.0930
9/22/97 Buy 7,500 4.1250
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242,100
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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: September 24, 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
