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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
FOAMEX INTERNATIONAL INC.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
344123-10-4
(CUSIP Number)
Philip N. Smith, Jr., Esq.
Trace International Holdings, Inc.
375 Park Avenue
11th Floor
New York, New York 10152
(212) 230-0400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 16, 1998
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Continued on following page(s)
Page 1 of 9 Pages
Exhibit Index: Page 6
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SCHEDULE 13D
CUSIP No. 344123-10-4
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (entities only)
Trace International Holdings, Inc.
58-1080969
2 Check the Appropriate Box If a Member of a Group
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
BK, 00
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 4,474,753
Shares
Beneficially 8 Shared Voting Power
Owned By 7,050,247
Each
Reporting 9 Sole Dispositive Power
Person 4,474,753
With
10 Shared Dispositive Power
7,050,247
11 Aggregate Amount Beneficially Owned by Each Reporting Person
11,525,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented By Amount in Row (11)
46.2%
14 Type of Reporting Person (See Instructions)
CO
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SCHEDULE 13D
CUSIP No. 344123-10-4
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (entities only)
Trace Foam Sub, Inc.
13-3808758
2 Check the Appropriate Box If a Member of a Group
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
00
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 7,000,247
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
7,000,247
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,000,247
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented By Amount in Row (11)
28.1%
14 Type of Reporting Person (See Instructions)
CO
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SCHEDULE 13D
CUSIP No. 344123-10-4
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (entities only)
Marshall S. Cogan
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
PF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
Number of 649,167
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each Reporting 9 Sole Dispositive Power
Person 649,167
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
649,167
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
13 Percent of Class Represented By Amount in Row (11)
2.6%
14 Type of Reporting Person (See Instructions)
IN
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This Amendment No. 6 to Schedule 13D is filed on behalf of Trace
International Holdings, Inc. ("Trace Holdings"), Trace Foam Sub, Inc. ("Trace
Foam Sub"), and Marshall S. Cogan, and amends and supplements the Schedule 13D,
dated December 14, 1993 (as amended, the "Schedule 13D"), as amended by
Amendment No. 1 thereto filed on December 23, 1994, Amendment No. 2 thereto
filed on March 6, 1995, Amendment No. 3 thereto filed on April 28, 1995,
Amendment No. 4 thereto filed on August 28, 1997, and Amendment No. 5 thereto
filed on December 24, 1997, and is being filed pursuant to Rule 13d-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). This Amendment No. 6 is being filed to reflect the
Trace Holdings proposal to acquire all outstanding shares of Common Stock.
The Schedule 13D is hereby amended as follows:
Item 3. Sources and Amounts of Funds or Other Consideration
The last sentence of the first paragraph of Item 3 is hereby
amended and restated as follows:
Trace Holdings Plan (as defined) acquired 10,000, 30,000,
2,500 and 7,500 shares of Common Stock on December 21, 23, 27 and 30, 1993,
resepectively, at prices ranging from $16.25 to $16.50 per share.
The following sentence is added at the end of the first
paragraph of Item 3:
Trace Holdings purchased 22,079 shares of Common Stock on
January 10, 1996 for $7.875 per share.
The second to last sentence of the third paragraph of Item 3
is hereby amended and restated as follows:
From August 1997 through December 1997, Trace Holdings used
$2,107,721.18 of Bank Loan borrowings to purchase 175,100 shares of Common Stock
at prices ranging from $9.74 to $13.0797.
Item 4. Purpose of Transaction.
The following paragraph is added at the end of Item 4:
On March 16, 1998, Trace Holdings made a proposal to the Board
of Directors of the Issuer to acquire all of the outstanding shares of the
Common Stock not currently owned by the Trace Holdings or its subsidiaries at a
cash per share price of $17 (the "Proposed Transaction"). A copy of the
letter setting forth Trace's proposal (the "Offer Letter") is filed as Exhibit L
to this Schedule 13D. Consummation of the Proposed Transaction would be subject
to the approval of the Board of Directors and stockholders of the Issuer, as
well as well as other customary conditions, including receipt of all necessary
regulatory approvals. Trace Holdings anticipates that upon completion of the
Proposed Transaction the Common Stock will cease to be quoted on the NASDAQ
National Market System and will be deregistered under Section
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12(g) of the Securities Exchange Act of 1934, as amended. Trace Holdings
reserves the right to amend or withdraw the proposal made in the Offer Letter in
its discretion at any time.
Item 5. Interest in Securities of the Issuer.
The fourth paragraph of Item 5 (a and b) (iii) of Schedule 13D
is hereby amended and restated in its entirety as follows:
As a result of the foregoing, Trace Holdings may be deemed to
own beneficially (as such term is defined in Rule 13d-3) a total of 11,525,000
shares of Common Stock, which represents approximately 46.2% of the outstanding
Common Stock.
The second paragraph of subclause (iv) of Item 5 (a and b) of
Schedule 13D is amended and restated in its entirety as follows:
Mr. Cogan is the Chairman of the Board and President of Trace
Foam Sub and the Chairman of the Board and Chief Executive Officer of Trace
Holdings and owns or has voting control over capital stock of Trace Holdings
representing greater than a 50% voting interest. Mr. Cogan, by virtue of his
control positions at Trace Foam Sub and Trace Holdings, may be deemed to own
beneficially (as that term is defined in Rule 13d-3) the 11,525,000 shares of
Common Stock beneficially owned, directly or indirectly, by Trace Foam Sub and
Trace Holdings. Mr. Cogan expressly disclaims beneficial ownership of any of the
shares of Common Stock owned by Trace Foam Sub and Trace Holdings.
Item 7. Material to be Filed as Exhibits.
The following is added to Item 7:
EXHIBIT A: Intentionally Omitted.
EXHIBIT L: Offer Letter dated March 16, 1998.
EXHIBIT M: Amended and Restated Joint Filing Agreement and Power of Attorney
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
TRACE INTERNATIONAL HOLDINGS, INC.
By: /s/ Marshall S. Cogan
Name: Marshall S. Cogan
Title: Chairman and Chief
Executive Officer
Date: March 16, 1998
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
TRACE FOAM SUB, INC.
By: /s/ Marshall S. Cogan
Name: Marshall S. Cogan
Title: Chairman of the Board and
President
Date: March 16, 1998
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
/s/ Marshall S. Cogan
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Marshall S. Cogan
Date: March 16, 1998
EXHIBIT INDEX
Exhibit Number Document
- -------------- ----------
99.12 EXHIBIT L: Offer Letter dated March 16, 1998.
99.13 EXHIBIT M: Amended and Restated Joint Filing
Agreement and Power of Attorney
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[Letterhead of Trace International Holdings, Inc.]
March 16, 1998
Board of Directors
Foamex International Inc.
1000 Columbia Avenue
Linwood, PA 19061
Dear Board of Directors
Trace International Holdings Inc. ("Trace") is pleased to make
a proposal to acquire all of the outstanding shares of common stock, par value
$.01 per share (the "Common Stock") of Foamex International Inc., ("Foamex") not
currently owned by Trace or any of its subsidiaries for a cash price per share
of $17. Trace believes that this proposal is a fair one that will benefit the
public stockholders of Foamex. The price represents a 22.5% premium over the
closing market price on Friday, March 13, 1998 of $13-7/8 and enables the public
stockholders to receive cash for their shares.
Trace wishes to affirm its ability and desire to carry out
this proposal. In connection with the financing of this proposal, Trace has
received (i) a commitment letter from The Bank of Nova Scotia, DLJ Capital
Funding, Inc. and Donaldson, Lufkin & Jenrette Securities Corporation to provide
$850 million of loans and (ii) a highly confident letter from Donaldson, Lufkin
& Jenrette Securities Corporation and Scotia Capital Markets (U.S.A.) Inc. to
raise $410 million of debt financing and from Donaldson, Lufkin & Jenrette
Securities Corporation to raise an additional $75 million of debt financing.
Consummation of the acquisition would be subject to approval
by the Board of Directors and stockholders of Foamex, as well as to other
conditions customary in a transaction of this type. Trace anticipates that upon
the completion of the acquisition, the shares of Foamex will cease to be quoted
on the Nasdaq National Market System and
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that the Common Stock will be deregistered under the Securities Exchange Act of
1934, as amended.
Trace expects that the Board of Directors of Foamex will form
a special committee of directors of Foamex who are not affiliated with Trace,
and that the special committee will engage legal and financial advisors to
represent both them and the public shareholders and to provide a fairness
opinion with respect to the proposed transaction. When the special committee is
selected, Trace is prepared to meet with the special committee and its advisors
to provide them with any information they may require.
Trace wishes to make it clear that Trace is not interested in
selling its interest in Foamex and that there are no prospects of a sale of a
controlling interest to a third party.
Thank you for your consideration of this proposal. Please
respond as soon as practicable so that both parties may proceed with this
transaction.
Sincerely,
TRACE INTERNATIONAL HOLDINGS, INC.
By:/s/ Marshall S. Cogan
Name: Marshall S. Cogan
Title: Chairman of the Board
Chief Executive Officer
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EXHIBIT M
AMENDED AND RESTATED
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
The undersigned hereby acknowledge and agree that the
foregoing Amendment No. 6 to the statement on Schedule 13D, executed in
accordance with and pursuant to the power of attorney set forth below or
otherwise, is filed on behalf of each of us executing such documents, by power
of attorney or otherwise, and that all subsequent amendments to this statement
on Schedule 13D shall be filed on behalf of each of the undersigned by a single
joint filing pursuant to Paragraph (f) of Rule 13d-1 of the Securities Exchange
Act of 1934 (the "Exchange Act").
The undersigned acknowledge that each shall be responsible for
the timely filing of such amendments, and for the completeness and accuracy of
the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent it knows or has reason to believe that such information is
inaccurate.
Each person whose signature appears below hereby constitutes
and appoints PHILIP N. SMITH his true and lawful attorney-in-fact and agent, for
him and in name, place and stead, in any and all capacities, to sign any and all
filings on Schedule 13D under the Exchange Act, and any amendment thereto,
relating to the securities of FOAMEX INTERNATIONAL INC., and to file the same
with the Securities and Exchange Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do, hereby ratifying and confirming all that
such attorney-in-fact and agent may lawfully do or cause to be done by virtue
hereof in connection with such filings.
This agreement may be executed in any number of counterparts
and all of such counterparts taken together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the undersigned have caused this Joint
Filing Agreement and Power of Attorney to be duly executed and delivered as of
the 16th day of March, 1998
TRACE INTERNATIONAL HOLDINGS, INC.
By:/s/ Marshall S. Cogan
Name: Marshall S. Cogan
Title: Chairman and Chief
Executive Officer
TRACE FOAM SUB, INC.
By:/s/ Marshall S. Cogan
Name: Marshall S. Cogan
Title: Chairman of the Board and
President
By:/s/ Marshall S. Cogan
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Marshall S. Cogan
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