SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
March 26, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*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).
<PAGE>
CUSIP No. 655260107
1. Name of Reporting Person:
HBK Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 1,030,700 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: 566,800 (2)(3)(4)
Owned By
Each
Reporting 7. Sole Dispositive Power: 1,030,700 (1)(2)
Person
With
8. Shared Dispositive Power: 566,800 (2)(3)(4)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,597,500 (1)(3)(4)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 7.8%
12. Type of Reporting Person: PN
- --------------
(1) Includes 1,030,700 shares purchased by HBK Securities Ltd. HBK
Investments L.P. has sole voting and dispositive power over these shares
pursuant to an Investment Management Agreement with HBK Securities Ltd.
Accordingly, HBK Securities Ltd. has no beneficial ownership of such
shares.
(2) Power is exercised by its general partner, HBK Partners II L.P.,
whose general partner is HBK Management L.L.C.
(3) Includes 40,050 shares purchased by HBK Main Street Investments L.P.
HBK Investments L.P. has shared voting and dispositive power over these
shares pursuant to an Amended and Restated Management Agreement.
(4) Includes 526,750 shares purchased by HBK Finance L.P. HBK Investments
L.P. has shared voting and dispositive power over these shares pursuant
to an Amended and Restated Management Agreement.
<PAGE>
CUSIP No. 655260107
1. Name of Reporting Person:
HBK Main Street Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: 40,050 (1)
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: 40,050 (1)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
40,050
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.2%
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised by its general partner, HBK Fund L.P., whose general
partner is HBK Capital L.P., whose general partner is HBK Partners I
L.P., whose general partner is HBK Management L.L.C. Power is shared
with HBK Investments pursuant to an Amended and Restated Management
Agreement.
<PAGE>
CUSIP No. 655260107
1. Name of Reporting Person:
HBK Finance L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: 526,750 (1)
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: 526,750 (1)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
526,750
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 2.6%
12. Type of Reporting Person: BD
- --------------
(1) Power is exercised by its general partner, HBK Fund L.P., whose general
partner is HBK Capital L.P., whose general partner is HBK Partners I
L.P., whose general partner is HBK Management L.L.C. Power is shared
with HBK Investments pursuant to an Amended and Restated Management
Agreement.
<PAGE>
Item 1(a). Name of Issuer.
The name of the issuer is Noel Group Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at 607 Madison
Avenue, New York, New York 10021.
Item 2(a). Names of Persons Filing.
Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), this Schedule 13G Statement is hereby filed by HBK Investments
L.P., a Delaware limited partnership ("Investments"), HBK Main Street
Investments, L.P., a Delaware limited partnership ("Main Street") and HBK
Finance L.P., a Delaware limited partnership ("Finance") (collectively, the
"Reporting Persons"). The Reporting Persons are making this single, joint
filing because they may be deemed to constitute a "group" within the meaning
of Section 13(d)(3) of the Act, although neither the fact of this filing nor
anything contained herein shall be deemed an admission by the Reporting
Persons that a group exists. Additionally, information is included herein
with respect to the following persons (collectively, the "Controlling
Persons"): HBK Partners II L.P., a Delaware limited partnership ("Partners
II"), HBK Fund L.P., a Delaware limited partnership ("Fund"), HBK Capital
L.P., a Delaware limited partnership ("Capital"), HBK Partners I L.P., a
Delaware limited partnership ("Partners I"), HBK Management L.L.C., a
Delaware limited liability company ("Management") and each of the following
individuals who may control Management (collectively, the "Managers"): Harlan
B. Korenvaes, Kenneth M. Hirsh, Laurence H. Lebowitz, William E. Rose, and
Richard L. Booth, Jr. The Reporting Persons and the Controlling Persons are
sometimes hereinafter collectively referred to as the "Item 2 Persons."
Item 2(b). Address of Principal Business Office, or if None, Residence.
The principal business office for each of the Item 2 Persons is 777 Main
Street, Suite 2750, Fort Worth, Texas 76102.
Item 2(c). Citizenship.
All of the natural persons listed in Item 2(a) are citizens of the
United States of America.
Item 2(d). Title of Class of Securities.
This statement relates to the Common Stock, par value $.10 per share
(the "Stock") of the Issuer.
Item 2(e). CUSIP Number.
The CUSIP number of the Shares is 655260107.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b).
If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-
2(b) or (c), check whether the person filing is a:
(a) / / Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o);
(b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) / / Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c);
(d) / / Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) / / An investment adviser in accordance with section 240.13d-
1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with
section 240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with
section 240.13d-1(b)(1)(ii)(G);
(h) / / A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j) / / Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to section 240.13d-1(c), check this
box /X/.
Item 4. Ownership.
(a) - (b)
Reporting Person
Pursuant to an Investment Management Agreement with HBK Securities Ltd.
("Securities"), Investments may, pursuant to Rule 13d-3(a), be deemed to be
the beneficial owner of 1,030,700 shares of the Stock held by Securities,
which constitutes approximately 5.0% of the outstanding shares of the Stock.
Also, pursuant to an Amended and Restated Investment Management Agreement
with Fund and Capital, Investments may, pursuant to Rule 13d-3(a), be deemed
to be the beneficial owner of 40,050 shares of the Stock owned by Main
Street, which constitutes approximately 0.2% of the outstanding shares of the
Stock. Further, pursuant to such Amended and Restated Management Agreement,
Investments may, pursuant to Rule 13d-3(a), be deemed to be the beneficial
owner of 526,750 shares of the Stock held by Finance, which constitutes
approximately 2.6% of the outstanding shares of the Stock.
Pursuant to Rule 13d-3(a), Main Street is the beneficial owner of 40,050
shares of the Stock, which constitutes approximately 0.2% of the outstanding
shares of the Stock.
Pursuant to Rule 13d-3(a), Finance is the beneficial owner of 526,750
shares of the Stock, which constitutes approximately 2.6% of the outstanding
shares of the Stock.
Controlling Persons
Because of its position as the sole general partner of Investments,
Partners II may be deemed to be the beneficial owner of 1,597,500 shares of
the Stock, which constitutes approximately 7.8% of the outstanding shares of
the Stock.
Each of (1) Fund, as sole general partner of Main Street and Finance,
(2) Capital, as sole general partner of Fund, and (3) Partners I, as sole
general partner of Capital, may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 566,800 shares of the Stock, which constitutes
approximately 2.8% of the outstanding shares of the Stock.
Each of (1) Management, as sole general partner of Partners I and
Partners II, and (2) the Managers, as controlling persons of Management, may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an
aggregate of 1,597,500 shares of the Stock, which constitutes approximately
7.8% of the outstanding shares of the Stock.
To the best of the knowledge of the Reporting Person, other than as set
forth above, none of the persons named in Item 2 herein is the beneficial
owner of any shares of the Stock.
(c)
Reporting Persons
Pursuant to an Investment Management Agreement with Securities, and
acting through its general partner, Partners II, Investments has the sole
power to vote or direct the vote and to dispose or to direct the disposition
of 1,030,700 shares of the Stock. Pursuant to an Amended and Restated
Management Agreement with Fund and Capital, and acting through its general
partner, Partners II, Investments has the shared power to vote or to direct
the vote and to dispose or to direct the disposition of 40,050 shares of the
Stock held by Main Street. Also, pursuant to such Amended and Restated
Management Agreement, and acting through its general partner, Partners II,
Investments has the shared power to vote or to direct the vote and to dispose
or to direct the disposition of 526,750 shares of the Stock held by Finance.
Main Street has the shared power to vote or to direct the vote and to
dispose or to direct the disposition of 40,050 shares of the Stock.
Finance has the shared power to vote or to direct the vote and to
dispose or to direct the disposition of 526,750 shares of the Stock.
Controlling Persons
Acting through its general partner, Management, and in its capacity as
the general partner of Investments, Partners II has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 1,030,700
shares of the Stock and the shared power to vote or to direct the vote and to
dispose or to direct the disposition of 566,800 shares of the Stock.
Acting through its general partner, Capital, and in its capacity as the
general partner of Main Street and Finance, Fund has the shared power to vote
or to direct the vote and to dispose or to direct the disposition of 566,800
shares of the Stock.
Acting through its general partner, Partners I, and in its capacity as
the general partner of Fund, Capital has the shared power to vote or to
direct the vote and to dispose or to direct the disposition of 566,800 shares
of the Stock.
Acting through its general partner, Management, and in its capacity as
the general partner of Capital, Partners I has the shared power to vote or to
direct the vote and to dispose or to direct the disposition of 566,800 shares
of the Stock.
In its capacity as the general partner of Partners I and Partners II,
Management has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 1,597,500 shares of the Stock.
Managers
In his capacity as a controlling person of Management, each of the
Managers has the shared power to vote or to direct the vote and to dispose or
to direct the disposition of 1,597,500 shares of the Stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No person other than the Item 2 Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares owned by them.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G Statement is being filed on behalf of each of the
Reporting Persons pursuant to Rules 13d-1(c) and 13d-1(k)(1). The identity
of each of the Item 2 Persons is set forth in Item 2(a) hereof. The
agreement required by Rule 13d-1(k)(1)(iii) is attached hereto as Exhibit
99.1.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>
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.
DATED: March 26, 1998
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (1)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (2)
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese (3)
(1) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Main Street Investments L.P. previously has been filed
with the Securities and Exchange Commission.
(3) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Finance L.P. previously has been filed with the Securities
and Exchange Commission.
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith.
Exhibit 99.1
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of
them in the capacities set forth below.
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (1)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (2)
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese (3)
(1) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Main Street Investments L.P. previously has been filed
with the Securities and Exchange Commission.
(3) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Finance L.P. previously has been filed with the Securities
and Exchange Commission.
