SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G AMENDMENT
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Noel Group Inc.
(Name of Issuer)
Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
655260107
(CUSIP Number)
January 25, 2000
(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).
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: 3,144,200 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: 0
Owned By
Each
Reporting 7. Sole Dispositive Power: 3,144,200 (1)(2)
Person
With
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,144,200 (1)(2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 15.28%
12. Type of Reporting Person: PN
- --------------
(1) Includes 3,144,200 shares held by HBK Master Fund L.P. HBK
Investments L.P. has sole voting and dispositive power over these
shares pursuant to an Investment Management Agreement with HBK Master
Fund L.P. Accordingly, HBK Master Fund L.P. has no beneficial
ownership of such shares. The 13G filed by HBK Investments L.P. on
March 26, 1998 (as amended on September 24, 1998, February 5, 1999 and
September 1999) is hereby amended to reflect the holdings as of January
25, 2000 and to reflect (a) the transfer of certain of the shares to
HBK Master Fund L.P. from HBK Offshore Fund Ltd. (HBK Offshore Fund
Ltd. being a general partner of HBK Master Fund L.P.), and (b) the
transfer of certain of the shares to HBK Master Fund L.P. from HBK Main
Street Investments L.P. (HBK Main Street Investments L.P. is wholly
owned by HBK Master Fund L.P.)
(2) Power is exercised by its general partner, HBK Partners II, L.P., whose
general partner is HBK Management L.L.C.
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: 0
Owned By
Each
Reporting 7. Sole Dispositive Power: 0
Person
With
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
0
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0%
12. Type of Reporting Person: PN
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their schedule 13G statement dated March
26, 1998, as amended by Amendment No 1 dated September 24, 1998, Amendment
No. 2 dated February 5, 1999, and Amendment No. 3 dated September 1999 (the
"Schedule 13G" relating to the Common Stock, par value $.10 per share, of
Noel Group Inc. (the "Issuer"). Unless otherwise indicated, all defined
terms used herein shall have the same meanings as those set forth in the
Schedule 13G.
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"), and HBK Main Street
Investments L.P. ("Main Street") (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 Management L.L.C.,
a Delaware limited liability company ("Management") and Harlan B. Korenvaes,
Kenneth M. Hirsh, Laurence H. Lebowitz, William E. Rose, Richard L. Booth,
David C. Haley and Jamiel A. Akhtar, members of Management, who may control
Management ("Managers"). The Reporting Persons and the Controlling Persons
are sometimes hereinafter collectively referred to as the "Item 2 Persons."
Item 4. Ownership.
(a) - (b)
Reporting Persons
Pursuant to an Investment Management Agreement with HBK Master Fund L.P.
("Master Fund"), Investments may, pursuant to Rule 13d-3(a), be deemed to
be the beneficial owner of 3,144,200 shares (the "Shares") of Stock held by
Master, which constitutes approximately 15.28% 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 the Shares.
Each of (1) Management, as sole general partner of Partners II, and (2)
the Managers, as the controlling persons of Management, may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owners of the Shares.
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 Master Fund, 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 the Shares.
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 the Shares.
In its capacity as the general partner of Partners II, Management has
the sole power to vote or to direct the vote and to dispose or to direct the
disposition of the Shares.
Managers
In their capacity as controlling persons of Management, the Managers
have the shared power to vote or to direct the vote and to dispose or to
direct the disposition of the Shares.
<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: February 2, 2000
HBK INVESTMENTS L.P.
By: /s/ Kevin O'Neal
Kevin O'Neal (1)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ Kevin O'Neal
Kevin O'Neal (2)
(1) An Authorization Certificate authorizing Kevin O'Neal to act on
behalf of HBK Investments L.P. has been previously filed.
(2) An Authorization Certificate authorizing Kevin O'Neal to act on
behalf of HBK Main Street Investments L.P. has been previously filed.
