<PAGE>
1-11432 and 1-11436
____________________
SEC FILE NUMBER
344126990 and 000344126
________________________
CUSIP NUMBER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: N/A
________________________________________________________________________________
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
________________________________________________________________________________
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
N/A
________________________________________________________________________________
Part I-Registrant Information
________________________________________________________________________________
Full Name of Registrant:
Foamex L.P. and Foamex Capital Corporation
Former Name if Applicable:
N/A
Address of Principal Executive Office (Street and Number):
1000 Columbia Avenue
City, State and Zip Code
Linwood, PA 19061
<PAGE>
________________________________________________________________________________
Part II-Rules 12b-25 (b) and (c)
________________________________________________________________________________
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25, the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[x] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
________________________________________________________________________________
Part III-Narrative
________________________________________________________________________________
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period.
On October 16, 1998, Trace International Holdings, Inc. ("Trace") offered
to purchase all of the outstanding shares of common stock of Foamex
International Inc. ("FII") not otherwise owned by Trace or its subsidiaries (the
"Trace Offer"). In connection with the Trace Offer, Trace and FII signed an
Agreement and Plan of Merger, dated as of November 5, 1998 (the "Merger
Agreement"), and FII is currently preparing a Proxy Statement on Schedule 14A in
connection with a shareholder meeting at which FII will seek the approval of its
shareholders with respect to the Merger Agreement. The negotiation and drafting
of the Merger Agreement, the preparation of various financing documents related
to the financing of the merger and the transactions contemplated therein and the
preparation of the Proxy Statement and other disclosure documents have required
a substantial time commitment from the employees of FII and its subsidiaries.
Due to the time spent by such employees working on these transactions, the
registrants' Form 10-Q for the fiscal quarter ended September 30, 1998 could not
be filed within the prescribed time period without unreasonable effort or
expense.
-2-
<PAGE>
________________________________________________________________________________
Part IV-Other Information
________________________________________________________________________________
(1) Name and telephone number of person to contact in regard to this
notification
R. Allen Baker 610 859-3129
______________________________ __________________ _______________________
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[x] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [x] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
-3-
<PAGE>
Foamex L.P.
___________________________________
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 16, 1998 By: /s/ R. Allen Baker
_________________________________
Name: R. Allen Baker
Title: Vice President and Chief
Accounting Officer of FMXI,
Inc., its General Partner
-4-
<PAGE>
Foamex Capital Corporation
___________________________________
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 16, 1998 By: /s/ R. Allen Baker
_________________________________
Name: R. Allen Baker
Title: Vice President and Chief
Accounting Officer
-5-
