SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NOEL GROUP, INC.
(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
(Title of Class of Securities)
655260107
(CUSIP NUMBER)
FIR TREE PARTNERS
1211 Avenue of the Americas
29th Floor
New York, New York 10036
Tel. No.: (212) 398-3500
(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
March 7, 1997
(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.
<PAGE>
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CUSIP No. 655260107 Page ___of ___Pages
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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
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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, WC
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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 OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,153,500
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OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH
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9 SOLE DISPOSITIVE POWER
1,153,500
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,153,500
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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)
5.65%
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14 TYPE OF REPORTING PERSON*
CO, IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
SCHEDULE 13D
This Schedule 13D (the "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, relating to shares of
Common Stock of Noel Group, Inc. (the "Issuer").
This Schedule 13D relates to shares of Common Stock of the Issuer
purchased by Fir Tree Partners for the account of (i) Fir Tree Value Fund, L.P.
("Fir Tree Value Fund"), of which Mr. Tannenbaum is the general partner, (ii)
Fir Tree Institutional Value Fund, L.P. ("Fir Tree Institutional"), of which Mr.
Tannenbaum is a member of the general partner, and (iii) Fir Tree Value Partners
LDC ("Fir Tree LDC"), of which Mr. Tannenbaum acts as investment advisor.
ITEM 1. SECURITY AND ISSUER
Securities acquired: Shares of Common Stock, par value $0.01 per share
Issuer: Noel Group, Inc.
667 Madison Avenue
New York, NY 10021
Tel. No. (212) 371-1400
ITEM 2. IDENTITY AND BACKGROUND
Fir Tree, Inc., a New York corporation, doing business as Fir Tree
Partners, provides investment management services to private individuals and
institutions, and is located at 1211 Avenue of the Americas, 29th Floor, New
York, NY 10036. Mr. Tannenbaum is the sole shareholder, executive officer,
director and principal of Fir Tree Partners. Mr. Tannenbaum's principal
occupation is investment management and he is a United States citizen. His
business address is Fir Tree Partners, 1211 Avenue of the Americas, 29th Floor,
New York, NY 10036. Neither Fir Tree Partners nor Mr. Tannenbaum has been
convicted in a criminal proceeding during the last five years. Neither Fir Tree
Partners nor Mr. Tannenbaum is and during the past five years was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result thereof, subject to any 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
As of March 14, 1997, Fir Tree Partners had invested (i) $6,406,854 in
shares of Common Stock through Fir Tree Value Fund, (ii) $722,810 in shares of
Common Stock through Fir Tree Institutional and (iii) $351,182 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.
ITEM 4. PURPOSE OF THE TRANSACTION
Fir Tree Partners and Mr. Tannenbaum acquired shares of Common Stock for
portfolio investment purposes, and do not have any present plans or proposals
that relate to or would result in any change in the business, policies,
management, structure or capitalization of the Issuer, but Fir Tree Partners and
Mr. Tannenbaum reserve the right to consider or make such plans and/or proposals
in the future. Fir Tree Partners and Mr. Tannenbaum reserve the right to
acquire, or dispose of, additional securities of the Issuer, in the ordinary
course of business, to the extent deemed advisable in light of its general
investment and trading policies, market conditions or other factors. Fir Tree
Partners may contact the Issuer and/or other shareholders regarding potential
strategies to increase shareholder value. Other than as described above, neither
Fir Tree Partners nor Mr. Tannenbaum has present plans or proposals which would
result in any of the following:
1) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
2) any sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
3) any change in the present board of directors or managers of
the issuer;
4) any material change in the present capitalization or dividend
policy of the issuer;
5) any other material change in the issuer's business or
corporate structure;
6) any change in the issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the issuer by any person;
7) 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 interdealer quotation system of a registered national
securities association;
8) causing a class of securities of the issuer to become
eligible for termination of registration pursuant to Section 12(g)(4) of
the Act; or
9) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of March 14, 1997, Fir Tree Partners and Mr. Tannenbaum are
beneficial owners of 1,153,500 shares of Common Stock of the Issuer or 5.65% of
the shares outstanding. The 1,153,500 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 March 14, 1997
is based on 20,421,039 outstanding shares of Common Stock as of September 30,
1996 as reported in the Issuer's 1996 Proxy Statement filed with the Commission
on February 14, 1997. This number includes 233,334 options that were exercised
subsequent to September 30, 1996.
(b) Fir Tree Partners and Mr. Tannenbaum for the account of each of Fir
Tree Value Fund, Fir Tree Institutional and Fir Tree LDC have the power to vote
and dispose of the shares of Common Stock held by each such entity.
(c) The transactions in the Issuer's securities by Fir Tree Partners
during the last sixty days are listed as Annex A attached hereto and made apart
hereof.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable.
<PAGE>
ANNEX A
Transaction Date Buy/Sell Quantity (shares) Price per Share ($)
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3/3/97 Buy 5,000 7.125
3/6/97 Buy 62,500 7.00
3/7/97 Buy 50,000 6.8125
3/10/97 Buy 5,000 6.9375
3/11/97 Buy 5,000 6.9375
3/13/97 Buy 2,000 6.9375
3/14/97 Buy 7,000 6.6429
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136,500
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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: March __, 1997
Fir Tree, Inc. d/b/a/ Fir Tree Partners
By: /s/ JEFFREY TANNENBAUM
JEFFREY TANNENBAUM, President
/s/ JEFFREY TANNENBAUM
Jeffrey Tannenbaum
