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0-22624
SEC FILE NUMBER
344123104
CUSIP NUMBER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 1998
[ ] 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
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Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A
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Part I-Registrant Information
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Full Name of Registrant:
Foamex International Inc.
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)
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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.
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Part III-Narrative
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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 October 16, 1998, Trace International Holdings, Inc. ("Trace")
offered to purchase all of the outstanding shares of common stock of Foamex
International Inc. ("FII") not otherwise owned by Trace or its subsidiaries (the
"Trace Offer"). In connection with the Trace Offer, Trace and FII signed an
Agreement and Plan of Merger, dated as of November 5, 1998 (the "Merger
Agreement"), and FII is currently preparing a Proxy Statement on Schedule 14A in
connection with a shareholder meeting at which FII will seek the approval of its
shareholders with respect to the Merger Agreement. The negotiation and drafting
of the Merger Agreement, the preparation of various financing documents related
to the financing of the merger and the transactions contemplated therein and the
preparation of the Proxy Statement and other disclosure documents have required
a substantial time commitment from the employees of FII and its subsidiaries.
Due to the time spent by such employees working on these transactions, the
registrant's Form 10-Q for the fiscal quarter ended September 30, 1998 could not
be filed within the prescribed time period without unreasonable effort or
expense.
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Part IV-Other Information
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(1) Name and telephone number of person to contact in regard to this
notification
R. Allen Baker 610 859-3129
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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 International Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 16, 1998 By: /s/ R. Allen Baker
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Name: R. Allen Baker
Title: Vice President and Chief
Accounting Officer
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