UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 2034
(AMENDMENT NO. 1)
-----------------------
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 10020
TEL. NO.: (202) 371-3047
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
FEBRUARY 11, 1998
(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 [ ].
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107 PAGE 2 OF 20 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 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH 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 20 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 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH 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 20 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 204,800
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH 9 SOLE DISPOSITIVE POWER
204,800
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,800
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 20 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 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH 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 20 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 20,100
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH 9 SOLE DISPOSITIVE POWER
20,100
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,100
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 20 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 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH 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 20 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 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH 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 20 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 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH 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 20 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 1,180,000
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH 9 SOLE DISPOSITIVE POWER
1,180,000
10 SHARED DISPOSITIVE POWER
--
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 20 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 1,180,000
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH 9 SOLE DISPOSITIVE POWER
1,180,000
10 SHARED DISPOSITIVE POWER
--
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 20 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 1,180,000
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH 9 SOLE DISPOSITIVE POWER
1,180,000
10 SHARED DISPOSITIVE POWER
--
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 20 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 1,180,000
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH 9 SOLE DISPOSITIVE POWER
1,180,000
10 SHARED DISPOSITIVE POWER
--
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 20 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 1,180,000
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON --
WITH 9 SOLE DISPOSITIVE POWER
1,180,000
10 SHARED DISPOSITIVE POWER
--
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 20 PAGES
---------
This Amendment No. 1 to Schedule 13D with respect to shares of
Common Stock, par value $ .10 per share (the "Common Stock"), of Noel Group,
Inc. (the "Company") originally filed on October 6, 1997 (the "Schedule 13D")
amends Items 4, 6 and 7 of the Schedule 13D.
The Schedule 13D is hereby amended as follows:
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 of the Schedule 13D as previously filed is
amended to read as follows:
Each of the Reporting Parties has acquired the shares of
Common Stock made in the ordinary course of business and were not made for the
purpose of acquiring control of the Company.
On February 11, 1998, Thomas L. Kempner, Jr., on behalf of DKP
and the other Reporting Parties, sent a letter to Mr. Stanley Rawn, the Chief
Executive Officer and a director of the Company, regarding proposals of certain
specific initiatives which the Reporting Parties believe management of the
Company should consider undertaking in connection with the liquidation of the
Company in order to maximize value on behalf of the Company's shareholders.
Except as set forth above, the Reporting Parties have no
intention, plan or proposal with respect to:
(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;
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107 PAGE 16 OF 20 PAGES
---------
(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.
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.
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107 PAGE 17 OF 20 PAGES
---------
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
The Reporting Parties, represented for this purpose by DKP
have sent a letter, dated February 11, 1998, to Mr. Stanley Rawn, the Chief
Executive Officer and a Director of the Company, regarding proposals of certain
specific initiatives which the Reporting Parties believe management of the
Company should consider undertaking in connection with the liquidation of the
Company in order to maximize value on behalf of the Company's shareholders.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Letter from Thomas L. Kempner, Jr. to
Mr. Stanley Rawn, Chief Executive Officer and
a Director of Noel Group, Inc., dated
February 11, 1998.
<PAGE>
SCHEDULE 13D
CUSIP NO. 655260107 PAGE 18 OF 20 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.
February 17, 1998
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 19 OF 20 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 20 OF 20 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
EXHIBIT 1
February 11, 1998
Mr. Stanley Rawn
Chief Executive Officer and Director
Noel Group, Inc.
667 Madison Avenue
New York, NY 10021-8029
Dear Mr. Rawn:
As you may know, affiliates of our firm currently own over 5% of the outstanding
Noel Group, Inc. ("Noel" or the "Company") common stock. As we have told certain
officers and directors of Noel in the past, we believe there is significant
potential for value appreciation in the Company's common stock via the orderly
liquidation of the Company. We are concerned, however, that the liquidation may
require more time than we had originally hoped. We are therefore writing to
share with you our views on generating as much value for Noel's shareholders
according to as efficient a schedule as possible. We will review the Company's
holdings in decreasing order of investment size.
In the case of Carlyle Industries, Inc. ("Carlyle"), we understand that an
orderly sale process has not produced a successful result. That said, we would
recommend that the Carlyle management team immediately pursue an arrangement
with lending sources to arrange the refinancing of the preferred as soon as
possible.
Where Staffing Resources, Inc. ("Staffing") is concerned, we applaud that
company's management on the successful completion of its merger with Career
Blazers, Inc. However, we are troubled by the notion that Noel management is
considering the delay of the liquidation of its stake in Staffing until after
the IPO of the combined company. Given that it will take at least three
additional quarters of consecutive growing earnings to appeal to the public
markets and that we would likely face at least a six-month, post-IPO "lock-up"
agreement for our shares, we feel compelled to highlight a more appropriate
alternative. We recommend that the Company immediately market its stake in the
combined entity to potential private market acquirors at a level in line with
other recent purchases of private equity in the staffing industry. We feel that
this will yield a price significantly in excess of that available in the
extremely thin public market for the shares.
We are confident that Noel management is close to a successful sale of the $10.7
million note it received in the merger of Curtis Industries, Inc. ("Curtis")
with Paragon Corporate Holdings, Inc. However, we would still recommend that the
Company immediately distribute the $4.3 million in cash received in the
transaction as a dividend, along with a substantial portion of the Company's
$12.4 million in cash on the balance sheet. Also, in the event that current
attempts to sell the note are unsuccessful, we would recommend a far broader
marketing process than that currently underway (according to our understanding).
<PAGE>
2
We understand that the disposition of Noel's stake in Ferrovia Novoeste, S.A.
("Novoeste") will be a relatively complex task in light of the near-term
expectations for the auction of additional railroad concessions in Brazil.
However, we believe Noel management should outline a specific plan for a sale of
its stake in Novoeste, especially in light of the considerable delays that have
occurred thus far in the auction of these additional concessions. We have been
informed that there would likely be significant interest in the stake from
potential acquirors interested in participating in the coming auctions and feel
that, as a result, Noel management could likely receive a price for its stake
that already includes much of the value appreciation possible in the event of a
successful auction outcome.
It appears that Noel management has run into certain difficulties in the sale of
Lincoln Snacks Company ("Lincoln"). If Noel management is convinced there are no
potential private market acquirors for Lincoln, including its current management
team headed by Noel Managing Director Karen Brenner, we would recommend the
exploration of the orderly liquidation of the business. We feel such a
liquidation has the potential to yield a price per share that Noel would be able
to receive in the thin public market for Lincoln's stock, especially given the
fact that Noel holds a 60% stake in a company with a total equity market
capitalization under $10 million.
Finally, as noted above in our recommendations for Curtis, we strongly appeal to
Noel management to immediately distribute a substantial majority of the
Company's $12.4 million in cash to its shareholders. Further, we also would like
the Company's few remaining "Other holdings" to be liquidated with proceeds
distributed to shareholders as soon as possible.
We hope that you and other members of the Board of Directors will give serious
consideration to our proposal. I will telephone you in a few days to discuss our
recommendations and to see how and to what extent my associates and I can be of
help to you and the Board as you explore alternatives for maximizing value on
behalf of Noel's shareholders.
Sincerely,
/s/ Thomas L. Kempner, Jr.
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Thomas L. Kempner, Jr.
General Partner
Davidson Kempner Partners
cc: Board of Directors
