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): February 9, 2000
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
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On February 9, 2000, Foamex International Inc. (the "Company")
confirmed that it is in discussions with respect to a proposal for a possible
business combination involving the acquisition of all of the Company's
outstanding common stock for cash. The Company stated that the proposal is
subject to a number of conditions, including the buyer's ongoing due diligence
and the execution of definitive agreements. If the proposal from the new group
leads to a transaction, it is anticipated that John G. Johnson, Jr., the
Company's President and Chief Executive Officer, as well as other members of
current management, would participate in the management of the Company following
such a transaction.
The Company stated that is has agreed to an exclusive negotiating
period ending five business days after the delivery to the third party of the
Company's 1999 audited financial statements. There can be no assurance that the
preliminary merger discussions will result in a transaction with the potential
buyer, or that any transaction involving the Company will occur.
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
February 9, 2000
<PAGE>
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: February 15, 2000
FOAMEX INTERNATIONAL INC.
/s/ John G. Johnson Jr.
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
Name: George L. Karpinski
Title: Vice President
FOAMEX CAPITAL CORPORATION
/s/ George L. Karpinski
Name: George L. Karpinski
Title: Vice President
[GRAPHIC OMITTED]
Press Release Contact: Martha Buckley Media: David E. Bright
610 859-2952 610 859-3625/212 634-8810
FOR IMMEDIATE RELEASE
FOAMEX INTERNATIONAL DISCLOSES
PRELIMINARY MERGER DISCUSSIONS
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LINWOOD, PENNSYLVANIA, February 9, 2000 - Foamex International
Inc. (Nasdaq: FMXI), North America's largest manufacturer of
flexible polyurethane and advanced polymer foam products, today
confirmed that it is in discussions with respect to a proposal
for a possible business combination involving the acquisition of
all of the Company's outstanding common stock for cash. The
Company stated that the proposal is subject to a number of
conditions, including the buyer's ongoing due diligence and the
execution of definitive agreements. If the proposal from the new
group leads to a transaction, it is anticipated that John G.
Johnson, Jr., Foamex's President and Chief Executive Officer, as
well as other members of current management, would participate in
the management of the Company following such a transaction.
The Company stated that it has agreed to an exclusive
negotiating period ending five business days after the delivery
to the third party of Foamex's 1999 audited financial statements.
There can be no assurance that the preliminary merger discussions
will result in a transaction with the potential buyer, or that
any transaction involving the Company will occur.
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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