FOAMEX L P
8-K, 2000-04-06
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):  April 5, 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 April 5, 2000,  Foamex  International  Inc.  (the  "Company")  issued a press
release announcing that the Company's  discussions with a potential buyer of all
the Company's  outstanding common stock have been terminated,  with no agreement
having been reached.

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 April 5, 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:  April 6, 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
                                                            610 859-2952


               FOR IMMEDIATE RELEASE
                         FOAMEX INTERNATIONAL ANNOUNCES
                 TERMINATION OF DISCUSSIONS WITH POTENTIAL BUYER
                 ----------------------------------------------

         LINWOOD, PENNSYLVANIA, April 5, 2000 -- Foamex International Inc.
(Nasdaq: FMXI), North America's largest manufacturer of flexible polyurethane
and advanced polymer foam products, announced today that the company's
discussions with a potential buyer of all the company's outstanding common stock
have been terminated, with no agreement having been reached.

         Marshall S. Cogan, Chairman, said, "The Board of Directors, with the
assistance of its financial advisors, will continue to evaluate strategic
alternatives in the best interest of all Foamex shareholders."

         Foamex, headquartered in Linwood, Pennsylvania, is the world's leading
producer of comfort cushioning for bedding, furniture, carpet cushion and
automotive markets. The company also manufacturers high-performance polymers for
diverse applications in the industrial, aerospace, electronics and computer
industries as well as filtration and acoustical applications for the home. For
information, visit the Foamex 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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