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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 23, 1997
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FOAMEX L.P.
FOAMEX CAPITAL CORPORATION
FOAMEX INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-11432 05-0475617
1-11436 22-3182164
0-22624 05-0473908
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(Commission File Number) (I.R.S. Employer Identification No.)
1000 Columbia Avenue,
Linwood, PA 19061
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(Address of principal executive offices) (Zip Code)
(610) 859-3000
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
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ITEM 2. Acquisition
On December 23, 1997, Foamex International Inc. ("Foamex
International") acquired Crain Holdings Corp. ("Crain Holdings"), the parent
company of St. Louis, MO-based Crain Industries, Inc. ("Crain"), a producer of
flexible polyurethane foam and foam products. The assets of Crain consist
principally of receivables, property, plant and equipment, inventory, prepaid
expenses, and intangible assets.
The acquisition was made pursuant to the terms of an Agreement and Plan
of Merger, dated December 8, 1997, among Foamex International, Merger
Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of
Foamex International ("Sub"), Crain Holdings and certain other parties signatory
thereto (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement,
on December 23, 1997, Sub was merged (the "Merger") with and into Crain
Holdings, and as a result, Crain Holdings became a wholly owned subsidiary of
Foamex International.
The aggregate consideration for the Merger was approximately $213.0
million and included the repayment of approximately $25.6 million of
indebtedness, and the issuance in a private placement of $98.0 million principal
amount of new Foamex L.P. ("Foamex") and Foamex Capital Corporation ("FCC")
13-1/2% Senior Subordinated Notes due 2005 (the "New Foamex Notes") in exchange
for $98.0 million of principal amount of Crain 13-1/2% Senior Subordinated Notes
due 2005 (the "Crain Notes"). The New Foamex Notes have interest and redemption
terms substantially similar to the Crain Notes; all other terms of the New
Foamex Notes are substantially similar to the 9-7/8% Senior Subordinated Notes
due 2007 of Foamex and FCC issued in June 1997. The common stockholders of Crain
Holdings received the net Merger consideration of approximately $70.0 million.
Hicks, Muse, Tate & Furst Equity Fund II, L.P. held approximately 79.2% of the
common stock immediately prior to the Merger. The cash portion of the Merger
consideration and the related fees and expenses were financed by Sub through a
$118.0 million bridge loan from The Bank of Nova Scotia (the "Bridge Loan").
Immediately following the Merger, Crain Holdings merged with Crain, and
the surviving corporation contributed its marketing and sales organizations for
its retail consumer products business and all receivables associated with such
business to Foamex LLC ("FLLC"), a newly-formed Delaware limited liability
company, in exchange for a 100% membership interest in FLLC. Crain then
contributed all of its assets, including its membership interest in FLLC,
subject to all of its liabilities, to Foamex in exchange for a 1% non-managing
general partnership interest in Foamex (the "Contribution"). In connection with
the Contribution, Foamex refinanced the Bridge Loan with $8.0 million of
revolving credit borrowing and $110.0 million of term borrowing under its Credit
Agreement.
Crain manufactures flexibile polyurethane foam and foam products
primarily for the furniture, bedding, and carpeting
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markets. Crain also has a retail consumer products business. Foamex and FLLC
intend to continue to utilize the equipment and other physical property acquired
in the Merger and the Contribution in a substantially similar manner as utilized
in the conduct of such businesses prior to the Merger and the Contribution.
ITEM 5. Other Events.
In a press release, dated December 23, 1997, Foamex announced that it
expects to take charges in the range of $21.0 million to $26.0 million in the
fourth quarter of 1997 related to the restructuring and consolidation of
Foamex's operations in connection with the acquisition of Crain, and expects to
take fourth quarter special charges and write-offs for fixed asset impairments,
charges associated with start-up operations and reserves relating to inventory
and accounts receivable in the range of $14.0 million to $17.0 million. Foamex
International also announced a $0.05 per share dividend payable on January 19,
1998 to shareholders of record on January 9, 1998. Foamex International expects
to review the dividend policy semi-annually.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired: Incorporated herein by
reference to the Annual Report on Form 10-K of Crain for the
fiscal year ended December 31, 1996 and the Quarterly Reports on
Form 10-Q of Crain for the fiscal quarters ended March 31, 1997,
June 30, 1997 and September 30, 1997.
(b) Pro Forma Financial Information: This information was provided
pursuant to a Current Report on Form 8-K, dated March 9, 1998.
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated December 8, 1997,
among Foamex, Sub and Crain Holdings Corp. and certain
other parties signatory thereto.*
3.2.4 Third Amendment to the Agreement of Limited Partnership of
Foamex L.P., dated December 23, 1997.*
4.1.3 First Amendment to Indenture, dated as of December 23,
1997, by and among Foamex LLC and the Bank of New York, as
trustee, relating to the 9-7/8% Senior Subordinated Notes
due 2007.*
4.3.1 Indenture, dated as of December 23, 1997, by and among
Foamex L.P. and Foamex Capital Corporation, as issuers,
Foamex Fibers, Inc., Foamex LLC, and General Felt
Industries, Inc., as guarantors, and The Bank of New York,
as trustee, relating to the 13-1/2% Senior Subordinated
Notes due 2005.*
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4.5.29 First Amendment to Credit Agreement, dated December 23,
1997.*
23.1 Report of Independent Public Accountants.*
23.2 Report of Independent Public Accountants.*
99.1 Press Release of Foamex, dated December 23, 1997.*
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* Previously filed.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FOAMEX L.P.
By: FMXI, Inc.
Its: Managing General Partner
DATE: September 9, 1998 By: /s/ George L. Karpinski
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NAME: George L. Karpinski
TITLE: Vice President
FOAMEX CAPITAL CORPORATION
DATE: September 9, 1998 By: /s/ George L. Karpinski
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NAME: George L. Karpinski
TITLE: Vice President
FOAMEX INTERNATIONAL INC.
DATE: September 9, 1998 By: /s/ George L. Karpinski
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NAME: George L. Karpinski
TITLE: Senior Vice President
and Treasurer
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