FOAMEX L P
8-K, 2000-08-07
PLASTICS FOAM PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 --------------


                                    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):  July 31, 2000


                            FOAMEX INTERNATIONAL INC.
                                   FOAMEX L.P.
                           FOAMEX CAPITAL CORPORATION
               --------------------------------------------------
               (Exact name of registrant as specified in charter)

      Delaware                       0-22624                 05-0473908
      Delaware                       1-11432                 05-0475617
      Delaware                       1-11436                 22-3182164
-----------------------------------------------------------------------------
(State or other jurisdiction       (Commission            (IRS Employer
of incorporation)                  File Number)           Identification No.)


1000 Columbia Avenue, Linwood, PA                             19061
----------------------------------------------------      --------------
(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)



<PAGE>



Item 5.     Other Events.

On July 31, 2000,  Foamex  International  Inc.  (the  "Company")  issued a press
release  announcing  that the Company had reached an  agreement  (the  "Exchange
Agreement")  with The Bank of Nova Scotia (the "Bank") relating to shares of the
Company's   common  stock   pledged  to  the  Bank  by  an  affiliate  of  Trace
International  Holdings,  Inc., which is in bankruptcy.  The Exchange  Agreement
provides  for a transfer of the Company  shares  pledged to the Bank in a manner
that  avoids  triggering  the  "change of control"  provision  in the  Company's
subsidiaries' credit agreements and the indentures for their public debt.

The press release concerning this announcement 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 July 31, 2000

         4.14         Letter  Agreement,  dated as of July 31, 2000,  between
                      the Company and The Bank of Nova Scotia, together with
                      exhibits thereto.



<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:  August 4, 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



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