SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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 15, 1999
FOAMEX INTERNATIONAL INC.
FOAMEX L.P.
FOAMEX CAPITAL CORPORATION
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(Exact name of registrant as specified in charter)
Delaware 0-22624 05-0473908
Delaware 1-11432 05-0475617
Delaware 1-11436 22-3182164
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1000 Columbia Avenue, Linwood, PA 19061
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 859-3000
N/A
(Former name or former address, if changed since last report)
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2
Item 5. Other Events.
On December 15, 1999, Foamex International Inc. (the "Company") announced
that the previously disclosed Letter of Intent with Sorgenti Chemical
Industries, LLC and Liberty Partners Holdings 20, LLC has expired by its terms.
The Sorgenti Group submitted a revised bid at a price and on terms that were
less favorable than those contained in the Letter of Intent and the Negotiating
Committee of the Company's Board of Directors rejected the revised bid. The
Letter of Intent provided for a business combination at $11.50 per share in cash
for all of the Company's outstanding common shares, subject to due diligence and
execution of a definitive agreement. As no such agreement has been reached, the
Letter of Intent expired.
The Company also said that the previously announced due diligence review
for a possible business combination led by John G. Johnson Jr., the President
and Chief Executive Officer of the Company, is ongoing. Mr. Johnson has informed
the Board of Directors that he is working with significant sources of funding
for the possible transaction. However, no formal proposal has been made to the
Company by Mr. Johnson, and there can be no assurance that any transaction will
take place with Mr. Johnson's group or any other party.
The press release concerning these announcements is filed as an Exhibit
hereto and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Description
99 Press release of Foamex International Inc.,
dated December 15, 1999
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Signatures
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.
Date: December 29, 1999
FOAMEX INTERNATIONAL INC.
/s/ John G. Johnson Jr.
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Name: John G. Johnson Jr.
Title: President and Chief Executive Officer
FOAMEX L.P.
BY FMXI, INC.
its Managing General Partner
/s/ George L. Karpinski
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Name: George L. Karpinski
Title: Vice President
FOAMEX CAPITAL CORPORATION
/s/ George L. Karpinski
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Name: George L. Karpinski
Title: Vice President
[GRAPHIC OMITTED - LOGO]
Press Release Media Contact: David E. Bright
610 859-3625/212 634-8810
FOR IMMEDIATE RELEASE
SORGENTI CHEMICAL INDUSTRIES AND LIBERTY PARTNERS
BUYOUT PROPOSAL EXPIRES
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Possible Management -led Buyout Due Diligence to Continue
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LINWOOD, PENNSYLVANIA, December 15, 1999 - Foamex International Inc.
(Nasdaq: FMXI), North America's largest manufacturer of flexible
polyurethane and advanced polymer foam products, today announced that the
previously disclosed Letter of Intent with Sorgenti Chemical Industries,
LLC and Liberty Partners Holdings 20, LLC has expired by its terms. The
Sorgenti Group submitted a revised bid at a price and on terms that were
less favorable than those contained in the Letter of Intent and the
Negotiating Committee of the Foamex Board of Directors rejected the revised
bid. The Letter of Intent provided for a business combination at $11.50 per
share in cash for all of the Company's outstanding common shares, subject
to due diligence and execution of a definitive agreement. As no such
agreement has been reached, the Letter of Intent expired.
Foamex also said that the previously announced due diligence review
for a possible business combination led by John G. Johnson Jr., the
President and Chief Executive Officer of the Company, is ongoing. Mr.
Johnson has informed the Board of Directors that he is working with
significant sources of funding for the possible transaction. However, no
formal proposal has been made to the Company by Mr. Johnson, and there can
be no assurance that any transaction will take place with Mr. Johnson's
group or any other party.
Marshall S. Cogan, Chairman, stated, "The Board of Directors is
continuing to work with JP Morgan to develop an appropriate strategic
alternative for Foamex in the best interest of all Foamex shareholders.
However, the Board will not approve the sale of the Company at an
inadequate price."
-more-
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Foamex, headquartered in Linwood, Pennsylvania, manufactures and
markets flexible polyurethane and advanced polymer products in North
America. For more information, visit its web site at http://www.foamex.com.
This press release contains forward-looking information, and actual
results may materially vary from those expressed or implied herein. Factors
that could affect these results include those mentioned in the documents
filed with the Securities and Exchange Commission.
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