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1-11436
SEC FILE NUMBER
000344126
CUSIP NUMBER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 28, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: N/A
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
N/A
Part I-Registrant Information
Full Name of Registrant:
Foamex Capital Corporation
Former Name if Applicable:
N/A
Address of Principal Executive Office (Street and Number):
1000 Columbia Avenue
City, State and Zip Code
Linwood, PA 19061
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Part II-Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25, the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[x] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Part III-Narrative
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period.
On December 23, 1997, Foamex International Inc. ("Foamex
International"), the owner of a 98% limited partnership interest in Foamex L.P.,
acquired Crain Holdings Corp., the parent company of St. Louis, MO-based Crain
Industries, Inc., a producer of flexible polyurethane foam and foam products
("Crain Industries"), and Crain Industries contributed all of its assets,
subject to all of its liabilities, to Foamex L.P. (the "Crain Transaction"). On
February 27, 1998, Foamex International and certain of its affiliates engaged in
a series of transactions (collectively, the "GFI Transaction") designed to
simplify the Company's corporate structure and to provide future operational
flexibility. On March 16, 1998, Trace International Holdings, Inc. ("Trace")
offered to purchase all of the shares of Foamex International's common stock not
otherwise owned by Trace or its subsidiaries (the "Trace Offer"). The Crain
Transaction, the GFI Transaction and the Trace Offer required a substantial time
commitment from the employees of Foamex International and its subsidiaries. Due
to the time spent by such employees working on these transactions, the
registrant's Form 10-K for the fiscal year ended December 28, 1997 could not be
filed within the prescribed time period without unreasonable effort or expense.
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Part IV-Other Information
(1) Name and telephone number of person to contact in regard to this
notification
R. Allen Baker 6100 859-3129
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[x] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[ ] Yes [x] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
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Foamex Capital Corporation
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: 3/31/98 By: /s/ Philip N. Smith, Jr.
Name: Philip N. Smith, Jr.
Title: Vice President
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