SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT No. 2 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 8, 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 Page 2 of 5 Pages
1 NAME OF REPORTING PERSONS Fir Tree, Inc.
S.S. OR I.R.S. IDENTIFICATION NOS. d/b/a Fir Tree Partners
OF ABOVE PERSONS
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 SHARES 7 SOLE VOTING POWER 1,854,300
BENEFICIALLY OWNED
BY EACH REPORTING 8 SHARED VOTING POWER 0
PERSON WITH
9 SOLE DISPOSITIVE POWER 1,854,300
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,854,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN 9.08%
ROW (11)
14 TYPE OF REPORTING PERSON* CO, IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 655260107 13D Page 3 of 5 Pages
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 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. (the "Issuer"), as filed
with the Securities and Exchange Commission (the
"Commission") on March 24, 1997, and amended by
Amendment No. 1 to Schedule 13D, filed with the
Commission on May 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 May 18, 1997, Fir Tree Partners had invested
(i) $9,003,990 in shares of Common Stock through Fir
Tree Value Fund, (ii) $1,149,785 in shares of Common
Stock through Fir Tree Institutional and (iii) $580,010
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 $2.64 per share of Common Stock, to
its shareholders.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Amended Schedule 13D is hereby
amended by amending and restating Items 5(a) and (c) as
follows:
As of May 18, 1997, Fir Tree Partners and Mr.
Tannenbaum are beneficial owners of 1,854,300 shares of
Common Stock of the Issuer or 9.08% of the shares
outstanding. The 1,854,300 shares described above are
beneficially owned by Fir Tree Partners and Mr.
Tannenbaum for the account of the Fir Tree Value Fund,
Fir Tree Institutional or Fir Tree LDC, as the case may
be.
The number of shares beneficially owned by Fir
Tree Partners and Mr. Tannenbaum, and the percentage of
outstanding shares represented thereby, have been
computed in accordance with Rule 13d-3 under the Act.
The percentage of beneficial ownership of Fir Tree
Partners and Mr. Tannenbaum on May 18, 1997 is based on
20,421,039 outstanding shares of Common Stock as of
April 25, 1997 as reported in the Issuer's Current
Report on Form 8-K, filed with the Securities and
Exchange Commission on May 12, 1997.
(c) The transactions in the Issuer's securities
by Fir Tree Partners during the period of May 6, 1997
to May 15, 1997 are listed on Annex A attached hereto
and made apart hereof.
CUSIP No. 655260107 13D Page 4 of 5 Pages
ANNEX A
TRANSACTION DATE BUY/SELL QUANTITY (SHARES) PRICE PER SHARE ($)
- ---------------- -------- ----------------- -------------------
5/6/97 Buy 98,000 3.4063
5/6/97 Buy 3,000 3.3125
5/7/97 Buy 70,500 3.4643
5/7/97 Buy 7,500 3.4375
5/8/97 Buy 9,000 3.4375
5/8/97 Buy 40,000 3.3438
5/8/97 Buy 25,000 3.3125
5/8/97 Buy 2,500 3.3125
5/13/97 Buy 7,500 3.3125
5/14/97 Buy 2,000 3.3750
5/14/97 Buy 4,100 3.3125
5/15/97 Buy 6,000 3.3750
5/15/97 Buy 2,500 3.3125
-------
277,600
CUSIP No. 655260107 13D Page 5 of 5 Pages
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: May 21, 1997
FIR TREE, INC. D/B/A/ FIR TREE PARTNERS
By: /s/ Jeffrey Tannenbaum
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JEFFREY TANNENBAUM, President
/s/ Jeffrey Tannenbaum
-------------------------------------
Jeffrey Tannenbaum
