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, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
655260107
(CUSIP Number)
-----------------------
TIMOTHY I. LEVART
885 THIRD AVENUE
NEW YORK, NY 10022
TEL. NO.: (212) 371-3047
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
OCTOBER 6, 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 box [ ].
Check the following box if a fee is being paid with the statement [X].
Page 1 of 28 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107 PAGE 2 OF 28 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner Partners
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
New York
7 SOLE VOTING POWER
NUMBER OF 335,100
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
335,100
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.63%
14 TYPE OF REPORTING PERSON
PN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107 PAGE 3 OF 28 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner Institutional Partners, 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
7 SOLE VOTING POWER
NUMBER OF 578,400
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
578,400
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
578,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.81%
14 TYPE OF REPORTING PERSON
PN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107 PAGE 4 OF 28 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner Endowment Partners
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
New York
7 SOLE VOTING POWER
NUMBER OF 194,800
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
194,800
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.95%
14 TYPE OF REPORTING PERSON
PN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107 PAGE 5 OF 28 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MHD Management Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 529,900
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
529,900
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.58%
14 TYPE OF REPORTING PERSON
PN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107 PAGE 6 OF 28 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MH Davidson & Co.
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
New York
7 SOLE VOTING POWER
NUMBER OF 19,100
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
19,100
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.09%
14 TYPE OF REPORTING PERSON
PN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107 PAGE 7 OF 28 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner Advisers Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 578,400
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
578,400
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
578,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.81%
14 TYPE OF REPORTING PERSON
CO
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107 PAGE 8 OF 28 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner International Ltd.
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
British Virgin Islands
7 SOLE VOTING POWER
NUMBER OF 51,900
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
51,900
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.25%
14 TYPE OF REPORTING PERSON
CO
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107 PAGE 9 OF 28 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner International Advisers, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
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
7 SOLE VOTING POWER
NUMBER OF 51,900
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
51,900
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.25%
14 TYPE OF REPORTING PERSON
CO
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107 PAGE 10 OF 28 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marvin H. Davidson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
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
7 SOLE VOTING POWER
NUMBER OF --
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
1,180,000
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
1,180,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.74%
14 TYPE OF REPORTING PERSON
IN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107 PAGE 11 OF 28 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas L. Kempner, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, PF
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
7 SOLE VOTING POWER
NUMBER OF --
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
1,180,000
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
1,180,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.74%
14 TYPE OF REPORTING PERSON
IN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107 PAGE 12 OF 28 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen M. Dowicz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
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
7 SOLE VOTING POWER
NUMBER OF --
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
1,180,000
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
1,180,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.74%
14 TYPE OF REPORTING PERSON
IN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107 PAGE 13 OF 28 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scott E. Davidson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
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
7 SOLE VOTING POWER
NUMBER OF --
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
1,180,000
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
1,180,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.74%
14 TYPE OF REPORTING PERSON
IN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107 PAGE 14 OF 28 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael J. Leffell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
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
7 SOLE VOTING POWER
NUMBER OF --
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
1,180,000
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
1,180,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.74%
14 TYPE OF REPORTING PERSON
IN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP No. 655260107 Page 15 of 28 Pages
---------------------------
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to shares of Common Stock, par value $.10 per
share (the "Common Stock"), of Noel Group, Inc.(the "Company"). The principal
executive offices of the Company are located at 667 Madison Avenue, New York,
New York 10021.
ITEM 2. IDENTITY AND BACKGROUND.
The names and addresses of the persons filing this
Schedule are as follows:
Davidson Kempner Partners ("DKP"), a New York limited partnership,
whose address is 885 Third Avenue, New York, New York, 10022, and
which is engaged in buying and selling securities for investment
purposes;
Davidson Kempner Institutional Partners, L.P. ("DKIP"), a Delaware
limited partnership, whose address is 885 Third Avenue, New York,
New York, 10022, and which is engaged in buying and selling
securities for investment purposes;
Davidson Kempner Endowment Partners ("DKEP"), a New York limited
partnership, whose address is 885 Third Avenue, New York, New York,
10022, and which is engaged in buying and selling securities for
investment purposes;
MHD Management Co. ("MHD"), a New York limited partnership, the
general partner of DKP and DKEP whose address is 885 Third Avenue,
New York, New York, 10022, and which is engaged in buying and
selling securities for investment purposes;
M.H. Davidson & Co., a New York limited partnership whose address is
885 Third Avenue, New York, New York, 10022, and which is engaged in
buying and selling securities for investment purposes;
Davidson Kempner Advisers Inc. ("DKAI"), a New York corporation,
whose address is 885 Third Avenue, New York, New York, 10022, and
which is engaged in buying and selling securities for investment
purposes. DKAI is the general partner of DKIP;
<PAGE>
SCHEDULE 13D
CUSIP No. 655260107 Page 16 of 28 Pages
---------------------------
Davidson Kempner International Ltd. ("DKIL"), a British Virgin
Islands company, whose address is c/o Citco B.V.I. Limited, Citco
Building, Wickhams Cay, P.O. Box 662, Road Town, Tortolla British
Virgin Islands, and which is engaged in buying and selling
securities for investment purposes;
Davidson Kempner International Advisors, L.L.C. ("DKIA"), a Delaware
limited liability company, whose address is 885 Third Avenue, New
York, New York 10022, and which is the investment manager of DKIL;
and
Marvin H. Davidson, Thomas L. Kempner, Jr., Stephen M. Dowicz, Scott
E. Davidson and Michael J. Leffell, general partners of MHD and M.H.
Davidson & Co. and who are the sole stockholders of DKAI.
Information in response to Items (a) through (c) and (f) with
respect to Messrs. Marvin H. Davidson, Kempner, Dowicz, Scott E.
Davidson and Leffell is set forth in Appendix I, attached hereto and
incorporated by reference herein.
The above named persons are sometimes referred to
as the "Reporting Parties."
None of the Reporting Parties has, during the last five years, been
(i) convicted in a criminal proceeding or (ii) a party to a civil proceeding of
a judicial or adminis trative body of competent jurisdiction as a result of
which such person was 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.
Certain information concerning the officers and directors of DKAI
and DKIA is set forth on Appendix I hereto and incorporated by reference herein.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Working capital of DKP, DKIP, DKEP, MHD and DKIL.
ITEM 4. PURPOSE OF THE TRANSACTION.
DKP, DKIP, DKEP, MHD and DKIL have acquired the shares of Common
Stock for investment purposes.
DKP, DKIP, DKEP, MHD and DKIL have no intention, plan or proposal
with respect to:
<PAGE>
SCHEDULE 13D
CUSIP No. 655260107 Page 17 of 28 Pages
---------------------------
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors or management of
the issuer, including any plans or proposals to change 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 the issuer;
(f) Any other material change in the issuer's business or
corporate structure, including but not limited to, if the
issuer is a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h) 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 inter-dealer quotation system of
a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
<PAGE>
SCHEDULE 13D
CUSIP No. 655260107 Page 18 of 28 Pages
---------------------------
Each of the Reporting Parties, however, may, at any time and from
time to time, and reserves the right to, acquire additional securities of the
Company, dispose of any such securities of the Company or formulate other plans
or proposals regarding the Company or its securities, to the extent deemed
advisable by such Reporting Party in light of its general investment policies,
market conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The aggregate percentage of shares of Common Stock reported owned by
each person herein is based upon the Issuer's Form 10-Q filed on August 14,
1997, which disclosed that 20,567,757 shares of Common Stock were outstanding at
the close of business on July 31, 1997.
As of the close of business on October 6, 1997:
NAME OF REPORTING PARTY:
DKP
(a) Aggregate Number of Securities Owned 335,100
---------
Percentage 1.63%
---------
(b) 1. Sole power to vote or to direct
the vote 335,100
---------
2. Shared power to vote or to direct
the vote --
---------
3. Sole power to dispose or to direct
the disposition 335,100
---------
4. Shared power to dispose of or to
direct the disposition --
---------
(c) Information concerning transactions in
the Common Stock effected by DKP is set
forth in Appendix II.
DKIP
(a) Aggregate Number of Securities Owned 578,400
---------
Percentage 2.81%
---------
<PAGE>
SCHEDULE 13D
CUSIP No. 655260107 Page 19 of 28 Pages
---------------------------
(b) 1. Sole power to vote or to direct
the vote 578,400
---------
2. Shared power to vote or to direct
the vote --
---------
3. Sole power to dispose or to direct
the disposition 578,400
---------
4. Shared power to dispose of or to
direct the disposition --
---------
(c) Information concerning transactions in the
Common Stock effected by DKIP is set forth
in Appendix II.
DKEP
(a) Aggregate Number of Securities Owned 194,800
---------
Percentage .95%
---------
(b) 1. Sole power to vote or to direct
the vote 194,800
---------
2. Shared power to vote or to direct
the vote --
---------
3. Sole power to dispose or to direct
the disposition 194,800
---------
4. Shared power to dispose of or to
direct the disposition --
---------
(c) Information concerning transactions in the
Common Stock effected by DKEP is set forth
in Appendix II.
MHD Management Co.
(a) Aggregate Number of Securities Owned 529,900
---------
(b) Percentage 2.58%
---------
1. Sole power to vote or to direct
the vote 529,900
---------
2. Shared power to vote or to direct
the vote --
---------
<PAGE>
SCHEDULE 13D
CUSIP No. 655260107 Page 20 of 28 Pages
---------------------------
3. Sole power to dispose or to direct
the disposition 529,900
---------
4. Shared power to direct the
disposition --
---------
M.H. Davidson & Co.
(a) Aggregate Number of Securities Owned 19,100
---------
(b) Percentage .09%
---------
1. Sole power to vote or to direct
the vote 19,100
---------
2. Shared power to vote or to direct
the vote --
---------
3. Sole power to dispose or to direct
the disposition 19,100
---------
4. Shared power to direct the
disposition --
---------
(c) Information concerning transactions
in the Common Stock effected by M.H. Davidson
& Co. is set forth in Appendix II.
Davidson Kempner Advisers Inc.
(a) Aggregate Number of Securities Owned 578,400
---------
(b) Percentage 2.81%
---------
1. Sole Power to vote or to direct
the vote 578,400
---------
2. Shared Power to vote or to direct
the vote --
---------
3. Sole power to dispose or to direct
the dispositions 578,400
---------
4. Shared power to direct the
disposition --
---------
<PAGE>
SCHEDULE 13D
CUSIP No. 655260107 Page 21 of 28 Pages
---------------------------
Davidson Kempner International Ltd.
(a) Aggregate Number of Securities Owned 51,900
---------
(b) Percentage .25%
---------
1. Sole power to vote or to direct
the vote 51,900
---------
2. Shared power to vote or to direct
the vote --
---------
3. Sole power to dispose or to direct
the disposition 51,900
---------
4. Shared power to direct the
disposition --
---------
(c) Information concerning transactions in the
Common Stock effected by DKIL is set forth
in Appendix II.
DKIA
(a) Aggregate Number of Securities Owned 51,900
---------
(b) Percentage .25%
---------
1. Sole power to vote or to direct
the vote 51,900
---------
2. Shared power to vote or to direct
the vote --
---------
3. Sole power to dispose or to direct
the disposition 51,900
---------
4. Shared power to direct the
disposition --
---------
Marvin H. Davidson
(a) Aggregate Number of Securities Owned 1,180,000
---------
(b) Percentage 5.74%
---------
5. Sole Power to vote or to direct
the vote --
---------
6. Shared Power to vote or to direct
<PAGE>
SCHEDULE 13D
CUSIP No. 655260107 Page 22 of 28 Pages
---------------------------
the vote 1,180,000
---------
7. Sole power to dispose or to direct
the dispositions --
---------
8. Shared power to direct the
disposition 1,180,000
---------
Thomas L. Kempner, Jr.
(a) Aggregate Number of Securities Owned 1,180,000
---------
(b) Percentage 5.74%
---------
1. Sole Power to vote or to direct
the vote --
---------
2. Shared Power to vote or to direct
the vote 1,180,000
---------
3. Sole power to dispose or to direct
the disposition --
---------
4. Shared power to direct the
disposition 1,180,000
---------
Stephen M. Dowicz
(a) Aggregate Number of Securities Owned 1,180,000
---------
(b) Percentage 5.74%
---------
1. Sole Power to vote or to direct
the vote --
---------
2. Shared Power to vote or to direct
the vote 1,180,000
---------
3. Sole power to dispose or to direct
the disposition --
---------
4. Shared power to direct the
disposition 1,180,000
---------
Scott E. Davidson
(a) Aggregate Number of Securities Owned 1,180,000
---------
(b) Percentage 5.74%
---------
<PAGE>
SCHEDULE 13D
CUSIP No. 655260107 Page 23 of 28 Pages
---------------------------
1. Sole Power to vote or to direct
the vote --
---------
2. Shared Power to vote or to direct
the vote 1,180,000
---------
3. Sole power to dispose or to direct
the disposition --
---------
4. Shared power to direct the
disposition 1,180,000
---------
Michael J. Leffell
(a) Aggregate Number of Securities Owned 1,180,000
---------
(b) Percentage 5.74%
---------
1. Sole Power to vote or to direct
the vote --
---------
2. Shared Power to vote or to direct
the vote 1,180,000
---------
3. Sole power to dispose or to direct
the disposition --
---------
4. Shared power to direct the
disposition 1,180,000
---------
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
<PAGE>
SCHEDULE 13D
CUSIP No. 655260107 Page 24 of 28 Pages
---------------------------
SIGNATURES
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.
October 6, 1997
DAVIDSON KEMPNER PARTNERS
By MHD Management Co., its
general partner
By: /s/ Thomas L. Kempner, Jr
-------------------------------
Thomas L. Kempner, Jr.
General Partner
DAVIDSON KEMPNER INSTITUTIONAL
PARTNERS, L.P.
By Davidson Kempner Advisers
Inc., its general partner
By: /s/ Thomas L. Kempner, Jr
-------------------------------
Thomas L. Kempner, Jr.
Secretary
<PAGE>
SCHEDULE 13D
CUSIP No. 655260107 Page 25 of 28 Pages
---------------------------
DAVIDSON KEMPNER ENDOWMENT PARTNERS
By MHD Management Co., its
general partner
By:/s/ Thomas L. Kempner, Jr.
-------------------------------
Thomas L. Kempner, Jr.
General Partner
MHD MANAGEMENT CO.
By: /s/ Thomas L. Kempner, Jr.
-------------------------------
Thomas L. Kempner, Jr.
General Partner
DAVIDSON KEMPNER ADVISERS INC.
By: /s/ Thomas L. Kempner, Jr.
-------------------------------
Thomas L. Kempner, Jr.
Secretary
DAVIDSON KEMPNER INTERNATIONAL LTD.
By Davidson Kempner International
Advisors, LLC
By: /s/ Thomas L. Kempner, Jr.
-------------------------------
Thomas L. Kempner, Jr.
A Managing Member
DAVIDSON KEMPNER INTERNATIONAL
ADVISORS, LLC
By: /s/ Thomas L. Kempner, Jr.
-------------------------------
Thomas L. Kempner, Jr.
A Managing Member
<PAGE>
SCHEDULE 13D
CUSIP No. 655260107 Page 26 of 28 Pages
---------------------------
/s/ Marvin H. Davidson
-------------------------------
Marvin H. Davidson
/s/ Thomas L. Kempner, Jr.
-------------------------------
Thomas L. Kempner, Jr.
/s/ Stephen M. Dowicz
-------------------------------
Stephen M. Dowicz
/s/ Scott E. Davidson
-------------------------------
Scott E. Davidson
/s/ Michael J. Leffell
-------------------------------
Michael J. Leffell
<PAGE>
SCHEDULE 13D
CUSIP No. 655260107 Page 27 of 28 Pages
---------------------------
APPENDIX I
DAVIDSON KEMPNER ADVISERS INC. AND
DAVIDSON KEMPNER INTERNATIONAL ADVISORS LLC
PRESENT PRINCIPAL OCCUPATION
NAME AND POSITION AND BUSINESS ADDRESS
Marvin H. Davidson Investment Advisor
DKAI - President 885 Third Avenue
DKIA - Executive Managing New York, NY 10022
Member
Stephen M. Dowicz Investment Advisor
DKAI - Treasurer 885 Third Avenue
DKIA - Managing Member New York, NY 10022
Thomas L. Kempner, Jr. Investment Advisor
DKAI - Secretary 885 Third Avenue
DKIA - Managing Member New York, NY 10022
Scott E. Davidson Investment Advisor
DKAI - Managing Director 885 Third Avenue
DKIA - Managing Member New York, NY 10022
Michael J. Leffell Investment Advisor
DKAI - Managing Director 885 Third Avenue
DKIA - Managing Member New York, NY 10022
<PAGE>
SCHEDULE 13D
CUSIP No. 655260107 Page 28 of 28 Pages
---------------------------
APPENDIX II
Noel Group, Inc.
Transaction Schedule
For the sixty-day period ending October 6, 1997
Date Quantity Price/Share Buy/Sell
---- -------- ----------- --------
August 1, 1997 7,500 4.063 Buy
August 4, 1997 5,000 4.063 Buy
August 5, 1997 38,000 4.063 Buy
August 6, 1997 10,000 4.063 Buy
August 7, 1997 12,500 4.063 Buy
August 11, 1997 6,000 4.032 Buy
August 12, 1997 20,000 4.063 Buy
August 13, 1997 28,000 4.00 Buy
August 19, 1997 55,000 4.063 Buy
September 8, 1997 25,000 4.063 Buy
September 11, 1997 5,000 4.063 Buy
September 26, 1997 22,000 4.063 Buy
September 30, 1997 15,000 4.016 Buy
October 1, 1997 2,000 4.00 Buy
October 2, 1997 10,000 4.00 Buy
October 3, 1997 138,000 3.813 Buy
October 6, 1997 15,000 4.00 Buy
