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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): September 10, 1999
Noel Group, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware 0-19737 13-2649262
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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667 Madison Avenue, New York, New York 10021
(Address of principal executive offices) (zip code)
Registrant's Telephone Number, including Area Code: (212) 371-1400
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 September 10, 1999, Noel Group, Inc. ("Noel") irrevocably
distributed (i) an aggregate of $3 million in cash and (ii) an aggregate of
20,567,757 units of beneficial interest in a trust to which Noel has transferred
all of its remaining assets and which trust has assumed all of Noel's remaining
liabilities (the "Distribution"), to its shareholders of record as of September
3, 1999 (the "Record Date"). The Distribution was paid in respect of the
20,567,757 shares of common stock, par value $.10 per share, of Noel, issued and
outstanding on the Record Date.
The Distribution was made pursuant to the Plan of Complete Liquidation
and Dissolution (the "Plan") 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.
As previously announced, Noel made a series of liquidating
distributions of its assets to its shareholders under the Plan, filed a
Certificate of Dissolution with the Delaware Secretary of State and permanently
closed its stock transfer books. The Distribution reported hereby is Noel's
final distribution under the Plan.
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
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).
10.1 Trust Agreement dated September 10, 1999 by
and among Noel Group, Inc. and Samuel F.
Pryor III and Herbert M. Friedman, as
Trustees (incorporated by reference to
Exhibit 2 to Schedule 13D filed on September
21, 1999, by the Noel Liquidating Trust and
its Trustees with respect to common stock of
Carlyle Industries, Inc.).
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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: September 27, 1999 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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