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Filed pursuant to Rule 424(b)(3)
Registration No. 333-24261
SUPPLEMENT TO
PROSPECTUS DATED APRIL 17, 1997
OF
HEALTHPLAN SERVICES CORPORATION
As contemplated in the section entitled "Plan of Distribution" of the
Prospectus dated April 17, 1997 (the "Prospectus"), on October 6, 1997, Noel
Group, Inc. ("Noel") is distributing pro-rata to its shareholders its remaining
412,601 shares of Common Stock, par value $.01 per share ("HealthPlan Common
Stock") of HealthPlan Services Corporation ("HealthPlan") at the rate of .020060
of a share of HealthPlan Common Stock for each share of Common Stock, par value
$.10 per share, of Noel ("Noel Common Stock") held of record on the September
29, 1997 record date. As stated in the section entitled "Plan of Distribution"
of the Prospectus, the shares of HealthPlan Common Stock being distributed had
been withheld for possible transfer to Noel's option/warrant holders upon
exercise of their respective options and warrants and were not required to be
transferred to such holders in connection with such exercise. Accordingly, as
contemplated by the Prospectus, Noel is distributing such shares. Set forth
below is information relating to the October 6, 1997 distribution.
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Distributing Company........................ Noel Group, Inc.
Shares Distributed and
Distribution Ratio....................... 412,601 shares of HealthPlan Common Stock at the rate of .020060 shares
of HealthPlan Common Stock for each share of Noel Common Stock
issued and outstanding on the Record Date (i.e., one share of HealthPlan
Common Stock in respect of approximately 50 shares of Noel Common
Stock). Following the Noel Distribution, Noel will hold no shares of
HealthPlan Common Stock.
Record Date................................. September 29, 1997
Distribution Date........................... October 6, 1997
Ex-Dividend Date............................ September 25, 1997
Distribution Agent.......................... ChaseMellon Shareholder Services, LLP., 450 West 33rd Street, New York,
New York 10001.
Transfer Agent and Registrar................ With respect to Noel, ChaseMellon Shareholder Services, LLP., 450 West
33rd Street, New York, New York 10001.
With respect to HealthPlan, First Union Corporation, Corporate Trust,
1525 West W.T. Harris Blvd. CIC 3C3, Charlotte, North Carolina 28288.
Manner of Distribution...................... Certificates representing the shares of HealthPlan Common Stock
distributed pursuant to the Distribution are being mailed by Noel's
Transfer Agent on October 6, 1997, to holders of Noel Common Stock of
record at the close of business on the Record Date. Checks for cash
payable in lieu of fractional shares will be mailed separately by the
Distribution Agent.
Fractional Share Interests.................. Fractional share interests will be sold by the Distribution Agent and the
cash proceeds distributed to those Noel shareholders entitled to a
fractional interest.
Transferability of Shares................... The shares of HealthPlan Common Stock distributed by Noel to its
shareholders pursuant to the Distribution will be freely transferable, except
for shares received by persons who may be deemed to be "affiliates" of
HealthPlan.
Trading and Listing......................... HealthPlan Common Stock is traded on the New York Stock Exchange
under the symbol "HPS".
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THE DATE OF THIS SUPPLEMENT IS OCTOBER 6, 1997.
