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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Noel Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
6552601070
(CUSIP Number)
Mr. J. Ezra Merkin With a copy to:
Gabriel Capital, L.P. Lawrence G. Goodman, Esq.
450 Park Avenue, Ste. 3201 Shereff, Friedman, Hoffman & Goodman, LLP
New York, New York 10022 919 Third Avenue
(212) 838-7200 New York, New York 10022
(212) 758-9500
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 8, 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
statement because of Rule 13d-1(b) (3) or (4), check the following: [ ].
Note: One copy and an EDGAR version of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on 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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 6552601070 Page 2 of 11 Pages
---------- ------ ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gabriel Capital, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 602,985
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
602,985
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
602,985
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 6552601070 Page 3 of 11 Pages
---------- ------ ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ariel Fund Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 889,551
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
889,551
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
889,551
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 6552601070 Page 4 of 11 Pages
---------- ------ ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ariel Management Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 889,551
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
889,551
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
889,551
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 6552601070 Page 5 of 11 Pages
---------- ------ ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Ezra Merkin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,492,536
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,492,536
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,492,536
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
Item 1. Security and Issuer
Securities acquired: Common Stock ("Common Stock")
Issuer: Noel Group, Inc.
667 Madison Avenue
New York, NY 10021
Item 2. Identity and Background
(a), (b), (c) and (f) This Schedule 13D is being filed jointly
by Gabriel Capital L.P., a Delaware limited partnership ("Gabriel"), Ariel Fund
Limited, a Cayman Islands corporation ("Ariel Fund"), Ariel Management Corp., a
Delaware corporation ("Ariel") and the Investment Advisor of Ariel Fund, and J.
Ezra Merkin ("Merkin"), the General Partner of Gabriel. Merkin is also the sole
shareholder, sole director and president of Ariel. Gabriel, Ariel Fund, Ariel
and Merkin are hereinafter sometimes referred to collectively as the "Reporting
Persons." The business address of each of Gabriel, Ariel and Merkin is 450 Park
Avenue, New York, New York 10022 and the business address of Ariel Fund is c/o
Maples & Calder, P.O. Box 309, Grand Cayman, Cayman Islands, British West
Indies.
Gabriel and Ariel Fund are private investment funds. Ariel and
Merkin are private investment managers.
Merkin is a United States citizen.
See Item 5 for information regarding ownership of Common
Stock.
(d) and (e). During the past five years, none of the Reporting
Persons has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a 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
Gabriel purchased an aggregate of 602,985 shares of Common
Stock at an aggregate cost of $3,766,793.46 using its own funds. Ariel Fund
purchased an aggregate of 889,551 shares of Common Stock at an aggregate cost of
$5,556,952.72 using its own funds.
See Item 5 and Schedule I hereto.
Page 6
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Item 4. Purpose of the Transaction
All of the shares of Common Stock reported herein were
acquired for investment purposes. Each of the Reporting Persons may acquire or
dispose of securities of the Issuer, including shares of Common Stock, directly
or indirectly, in open-market or privately negotiated transactions, depending
upon the evaluation of the performance and prospects of the Issuer by the
Reporting Persons, and upon other developments and circumstances, including, but
not limited to, general economic and business conditions and stock market
conditions.
Except for the foregoing, no Reporting Person has any present
plans or proposals which relate to or would result in any of the actions or
events described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
However, the Reporting Persons retain their respective rights to modify their
plans with respect to the transactions described in this Item 4, to acquire or
dispose of securities of the Issuer and to formulate plans and proposals which
could result in the occurrence of any such events, subject to applicable laws
and regulations.
Item 5. Interest in Securities of the Issuer
(a) and (b) Gabriel is the beneficial owner of 602,985 shares
of Common Stock, for a total beneficial ownership of 2.9% of the outstanding
shares of Common Stock.
Ariel Fund is the beneficial owner of 889,551 shares of Common
Stock, for a total beneficial ownership of 4.3% of the outstanding shares of
Common Stock.
Ariel, as Investment Advisor to Ariel Fund, has the power to
vote and to direct the voting of and the power to dispose and direct the
disposition of the 889,551 shares of Common Stock owned by Ariel Fund.
Accordingly, Ariel may be deemed to be the beneficial owner of 889,551 shares of
Common Stock, or 4.3% of the outstanding shares of Common Stock.
As the General Partner of Gabriel, Merkin has the power to
vote and to direct the voting of and the power to dispose and direct the
disposition of the 602,985 shares of Common Stock owned by Gabriel. In addition,
as the sole shareholder and president of Ariel, Merkin may be deemed to have the
power to vote and to direct the voting of and the power to dispose and direct
the disposition of the 889,551 shares of Common Stock owned by Ariel Fund.
Accordingly, Merkin may be deemed to be the beneficial owner of 1,492,536 shares
of Common Stock, or 7.3% of the outstanding shares of Common Stock.
The number of shares beneficially owned by each of the
Reporting Persons and the percentage of outstanding shares represented thereby,
have been computed in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended. The ownership of the Reporting Persons is based on
20,567,757 outstanding shares of Common Stock of the
Page 7
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Issuer as of November 13, 1997, as reported in the Issuer's Quarterly Report on
Form 10-Q for the period ended September 30, 1997.
(c) Schedule I indicates the transactions effected by the
Reporting Persons in the Common Stock during the past 60 days. All such trades
were purchases and were effected through the public markets.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understanding or Relations with
Respect to Securities of the Issuer
Not Applicable.
Item 7. Material to be Filed as Exhibits
Exhibit A. Agreement of Joint Filing.
Page 8
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Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
GABRIEL CAPITAL, L.P.
By: /s/ J. Ezra Merkin
-----------------------------
Title: General Partner
ARIEL FUND LIMITED
By: MEESPIERSON MANAGEMENT
(CAYMAN) LIMITED
By: /s/ David Richardson; John Lysaght
--------------------------------------
Name: David Richardson; John Lysaght
Title: Director; Authorized Signatory
ARIEL MANAGEMENT CORP.
By: /s/ J. Ezra Merkin
-----------------------------
Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
---------------------------------
J. EZRA MERKIN
Dated: December 16, 1997
Page 9
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SCHEDULE I
Purchase of Shares of Common Stock Within the Last 60 Days
Number of Shares
--------------------------
Aggregate
Price Per Share Ariel
Date Share Amount Fund Gabriel
------ ------- -------- ------ --------
10/28/97 $3.9375 15,000 8,940 6,060
10/28/97 3.875 2,000 1,192 808
10/29/97 3.875 15,000 8,940 6,060
11/5/97 3.875 1,548 923 625
11/7/97 3.6181 2,700 1,609 1,091
12/5/97 3.375 50,000 29,800 20,200
12/8/97 3.375 150,000 89,400 60,600
12/10/97 3.2857 7,000 4,172 2,828
12/11/97 3.2125 33,300 19,847 13,453
12/12/97 3.28125 330,000 196,680 133,320
Page 10
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Exhibit A
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other Reporting Persons (as such term is defined in the Schedule 13D
referred to below) of a statement on Schedule 13D or any amendments thereto,
with respect to the Common Stock of Noel Group, Inc. and that this Agreement be
included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and all of which together shall
be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement on the 16th day of December, 1997.
GABRIEL CAPITAL, L.P.
By: /s/ J. Ezra Merkin
------------------------------
Title: General Partner
ARIEL FUND LIMITED
By: MEESPIERSON MANAGEMENT
(CAYMAN) LIMITED
By: /s/ David Richardson; John Lysaght
-----------------------------------
Name: David Richardson; John Lysaght
Title: Director; Authorized Signatory
ARIEL MANAGEMENT CORP.
By: /s/ J. Ezra Merkin
------------------------------
Name: J. Ezra Merkin
Title: President
/s/ J. Ezra Merkin
---------------------------------
J. EZRA MERKIN
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