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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: June 28, 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
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______________________________________________________________________________
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 March 16, 1998, Trace International Holdings, Inc. ("Trace")
offered to purchase all of the shares of Foamex International's common stock not
otherwise owned by Trace or its subsidiaries (the "Trace Offer"). In connection
with the Trace Offer, Trace and Foamex International signed an Agreement and
Plan of Merger, dated June 25, 1998 (the "Merger Agreement"), and Foamex
International is currently preparing a Proxy Statement on Schedule 14A in
connection with a shareholder meeting at which Foamex International shall seek
the approval of its shareholders with respect to the Merger Agreement. The Trace
Offer, the signing 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 have required a
substantial time commitment from the employees of Foamex International 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 June 28,
1998 could not be filed within the prescribed time period without unreasonable
effort or expense.
_______________________________________________________________________________
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_______________________________________________________________________________
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.
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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: August 12, 1998 By: /s/ R. Allen Baker
------------------- ------------------------------------
Name: R. Allen Baker
Title: Vice President
and Chief Accounting
Officer of FMXI, Inc., its General
Partner
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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: August 12, 1998 By: /s/ R. Allen Baker
--------------------- --------------------------------
Name: R. Allen Baker
Title: Vice President and Chief
Accounting Officer
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