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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NOEL GROUP, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
654990233
(CUSIP Number)
Herbert M. Friedman, Esq.
Zimet, Haines, Friedman & Kaplan
460 Park Avenue
New York, New York 10022
(212) 486-1700
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
May 22, 1997
(Dates 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.
[ ]
Check the following box if a fee is being paid with this statement.
[ ]
Page 1 of 12 Pages
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CUSIP No. 654990233 13D Page 2 of 12 Pages
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
Brae Group, Inc.
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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:
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
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7 SOLE VOTING POWER:
0
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NUMBER OF 8 SHARED VOTING POWER:
SHARES
BENEFICIALLY 929,313
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 0
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10 SHARED DISPOSITIVE POWER:
929,313
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
929,313
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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):
4.6%
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14 TYPE OF REPORTING PERSON:
CO
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CUSIP No. 654990233 13D Page 3 of 12 Pages
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
Louis Marx, Jr.
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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:
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S. Citizen
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7 SOLE VOTING POWER:
20,443
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NUMBER OF 8 SHARED VOTING POWER:
SHARES
BENEFICIALLY 929,313
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 20,443
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10 SHARED DISPOSITIVE POWER:
929,313
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
949,756
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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):
4.7%
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14 TYPE OF REPORTING PERSON:
IN
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Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D relates to the common stock, par
value $.10 per share ("Common Stock"), of Noel Group, Inc., a Delaware
corporation ("Noel"). The address of the principal executive offices of Noel is
667 Madison Avenue, 25th Floor, New York, New York 10021.
Item 2. Identity and Background.
This statement is being filed on behalf of Brae Group, Inc., a Delaware
corporation ("Brae"), and Louis Marx, Jr. ("Mr. Marx"), a shareholder of Brae.
Brae is a company which holds interests in various entities in diversified
industries. The address of the principal business and principal offices of Brae
is 333 Clay Street, Suite 4900, Houston, Texas 77002.
Mr. Marx, who is a citizen of the United States, owns securities of Brae
entitling Mr. Marx to exercise voting control of Brae and thus may be deemed to
be the beneficial owner of Brae's interest in Noel. Mr. Marx is a private
investor. The address of the principal business and principal offices of Mr.
Marx is 667 Madison Avenue, New York, New York, 10021.
Set forth on Schedule A is the name, the citizenship, the business or
residence address, the present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such
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occupation or employment is conducted, of each of the directors and executive
officers of Brae.
During the last five years, neither Brae or Mr. Marx nor, to the best
knowledge of Brae, any of the directors or executive officers of Brae, has or
have been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
During the last five years, neither Brae or Mr. Marx nor, to the best
knowledge of Brae, any of the directors or executive officers of Brae, was or
were party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or were or is or
are 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 or Other Consideration.
As reported on the Schedule 13D dated December 13, 1995, previously
filed by Brae and Mr. Marx, on December 4, 1995, Brae purchased 483,000 shares
of Noel Common Stock in an open market transaction for an aggregate purchase
price of $3,018,750 ($6.25 per share) in cash from its working capital. As a
result of the purchase of such shares, Brae became the beneficial owner of an
aggregate of 1,622,313 shares of Noel Common Stock (or 8.0%).
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Item 4. Purpose of Transaction.
Brae and Mr. Marx hold their respective shares of Noel Common Stock for
investment purposes. Although neither Brae nor Mr. Marx has formulated any
definite plans or proposals with respect to their respective investments in
Noel, they may consider the acquisition of additional shares of Noel Common
Stock or they may dispose of some or all of the shares of Noel Common Stock that
they currently hold or in the future may hold, depending on market conditions
and other circumstances. Except as set forth above, neither Brae nor Mr. Marx
has any current plans or proposals which relate to or would result in any of the
following, although they may consider one or more such actions in the future:
(a) The acquisition by any person of additional securities of
Noel, or the disposition of securities of Noel;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Noel or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of Noel or
any of its subsidiaries;
(d) Any change in the present board of directors or management
of Noel, including any plans or proposals to change
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the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of Noel;
(f) Any other material change in Noel's business or corporate
structure;
(g) Changes in Noel's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Noel by any person;
(h) Causing a class of securities of Noel to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of Noel becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Act"); or
(j) Any action similar to any of those enumerated above.
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Item 5. Interest in Securities of the Issuer.
(a) Brae is currently the beneficial and record owner of an
aggregate of 929,313 shares of Noel Common Stock, which constitutes
approximately 4.6% of Noel's issued and outstanding Common Stock. Mr. Marx owns
directly 20,443 shares of Noel Common Stock which constitutes approximately 0.1%
of the issued and outstanding shares of Noel Common Stock. In addition, because
Mr. Marx owns shares of Brae entitling Mr. Marx to exercise voting control of
Brae he may be deemed the beneficial owner of the 929,313 shares of Noel Common
Stock owned by Brae. Therefore, Mr. Marx may be deemed to be the beneficial
owner of an aggregate of 949,756 shares of Noel Common Stock, which constitutes
approximately 4.7% of Noel's issued and outstanding Common Stock. Mr. Marx
disclaims beneficial ownership of the shares of Noel Common Stock held by Brae.
To the best of Brae's knowledge, none of the persons named in Schedule A
to Item 2 hereof are beneficial owners of shares of Noel Common Stock.
(b) Because Mr. Marx owns shares entitling him to exercise
voting control of Brae, Mr. Marx and Brae may be deemed to share the power to
vote or direct the vote and dispose or direct the disposition of the shares
directly held by Brae. Therefore, Brae and Mr. Marx may be deemed to have shared
voting power and shared dispositive power with respect to 929,313 shares of Noel
Common Stock. Mr. Marx has sole voting power and sole
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dispositive power with respect to 20,443 shares of common stock at Noel.
(c) Set forth below is a list of sales of shares of Noel Common
Stock effected by Brae within the last 60 days, all of which were effected in
open market transactions:
<TABLE>
<CAPTION>
No. of Shares Approx. Price Aggregate
Date Sold Per Share Sale Price
---- ------------- ------------- -----------
<S> <C> <C> <C>
5/22/97 144,000 $3.37 $ 485,955.00
5/23/97 100,000 3.37 337,489.00
5/23/97 37,400 3.44 128,558.00
5/23/97 10,000 3.37 33,750.00
5/23/97 2,600 3.47 9,018.00
5/27/97 80,000 3.45 276,000.00
5/28/97 130,000 3.44 446,875.00
======= =============
TOTAL 504,000 $1,717,645.00
</TABLE>
(d) None.
(e) On May 28, 1997, Brae and Mr. Marx ceased to be
the beneficial owners of more than 5% of the
issued and outstanding shares of Noel Common
Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
Dated: May 28, 1997
BRAE GROUP, INC.
By: /s/ W. Kirk Bosche
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W. Kirk Bosche,
Vice President - Finance
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
Dated: May 28, 1997
/s/ Louis Marx, Jr.
-------------------------------
Louis Marx, Jr.
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SCHEDULE A
TO AMENDMENT NO. 1 TO
SCHEDULE 13D
FILED BY
BRAE GROUP, INC.
The following table sets forth certain information concerning each
of the directors and officers of Brae Group, Inc., a Delaware corporation,
as of the date of this Amendment No. 1 to Schedule 13D:
Name: M. Leo Hart
(Director, President and Chief
Executive Officer)
Citizenship: American
Business Address: 333 Clay Street, Suite 4900
Houston, Texas 77002
Principal Occupation: President and Chief Executive
Officer of Brae Group, Inc.
Name: George M. Nevers
(Director and Vice President
Citizenship: American
Business Address: 1902 Wroxton Road
Houston, Texas 77005
Principal Occupation: Oil and Gas Consultant
Name: W. Kirk Bosche
(Vice President - Finance, Secretary
and Treasurer)
Citizenship: American
Business Address: 333 Clay Street, Suite 4900
Houston, Texas 77002
Principal Occupation: Chief Financial Officer, First
International Oil Corporation
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