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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 1998
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Noel Group, Inc.
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(Exact name of registrant as
specified in its charter)
Delaware 0-19737 13-2649262
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
667 Madison Avenue, New York, New York 10021
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(Address of principal executive offices) (zip code)
Registrant's Telephone Number, including Area Code: (212) 371-1400
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N/A
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(Former name or former address, if changed
since last report)
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Item 2. Acquisition or Disposition of Assets.
On April 30, 1998, Noel Group, Inc. ("Noel") paid a liquidating
distribution (the "Distribution") of $0.45 per share to its shareholders of
record as of April 22, 1998 (the "Record Date"). The Distribution, which was
made from Noel's available liquid resources, was paid in respect of the
20,567,757 shares of common stock, par value $.10 per share, of Noel ("Noel
Common Stock"), issued and outstanding on the Record Date, and totaled
approximately $9,255,491.
The Distribution was made pursuant to the Plan of Complete Liquidation and
Dissolution adopted by Noel's Board of Directors on May 21, 1996 and approved by
the shareholders at a Special Meeting of Shareholders held on March 19, 1997.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired. Not Applicable.
(b) Pro forma financial information. No pro forma financial
information is required pursuant to Article 11 of
Regulation S-X.
(c ) Exhibits
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2.1 Plan of Complete Liquidation and Distribution (incorporated
by reference to Exhibit A to the Noel Proxy Statement for
the Special Meeting of Shareholders on March 19, 1997).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
NOEL GROUP, INC.
(Registrant)
Dated: May 11, 1998 By: /s/ Todd K. West
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Name: Todd K. West
Title: Chief Financial Officer, Vice
President-Finance, Secretary and
Treasurer
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