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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): March 16, 1998
FOAMEX INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22624 05-0473908
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1000 Columbia Avenue, Linwood, PA 19061
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 859-3000
Not Applicable
(Former name or former address, if changed from last report)
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Item 5. Other Events
On March 16, 1998, Foamex International Inc. (the "Company") received
an offer letter from Trace International Holdings Inc.("Trace") whereby Trace
offered to purchase all of the outstanding capital stock of Foamex International
Inc. not currently owned by Trace or its subsidiaries for a purchase price
of $17.00 per share. The press release announcing Foamex's receipt of the offer
letter is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of businesses acquired:
None.
(b) Pro Forma financial information:
None.
(c) Exhibits:
99.1 Press Release of Foamex International Inc., dated
March 16, 1998.
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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 hereunto duly authorized.
FOAMEX INTERNATIONAL INC.
/s/ Kenneth R. Fuette
------------------------------
Name: Kenneth R. Fuette
Title: Executive Vice President,
Chief Financial Officer and
Chief Administrative Officer
March 17, 1998
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EXHIBIT INDEX
Exhibit
- -------
99.1 Press Release of Foamex International Inc., dated March 16, 1998.
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[LOGO] Contact: David E. Bright Marisa Jacobs 212 373-0218
FOAMEX ------- Foamex International Inc. Matthew Doering 212 373-0227
212 230-0488 Gavin Anderson & Co.
212 373-0218
FOR IMMEDIATE RELEASE
FOAMEX INTERNATIONAL RECEIVES BUYOUT PROPOSAL
-----------------------------------------------------
Trace International Holdings, Inc., Company's Largest
Shareholder, Proposes Cash Price of $17.00 Per Share
-----------------------------------------------------
LINWOOD, PENNSYLVANIA, March 16, 1998 -- Foamex International Inc. (NASDAQ;FMXI)
today announced that its Board of Directors has received an unsolicited buyout
proposal from Trace International Holdings, Inc., the Company's principal
shareholder. Trace has informed the Foamex Board that:
- Trace would acquire all of the outstanding common stock of Foamex not
currently owned by Trace and its subsidiaries for a cash price of $17.00
per share, which represents a 22.5% premium over the closing stock price of
$13 7/8 on Friday, March 13.
- Trace will be arranging financing for the proposed transaction through
Donaldson, Lufkin & Jenrette Securities Corporation and The Bank of Nova
Scotia/Scotia Capital Markets.
Trace and its subsidiaries beneficially own approximately 11,475,000
shares of Foamex common stock, or approximately 46% of the outstanding
common stock.
In response to Trace's offer, the Foamex Board of Directors has appointed
a special committee of the Board to determine the advisability and fairness
of the proposed buyout to Foamex's shareholders other than Trace and its
subsidiaries. The members of the Special Committee are John H. Gutfreund,
President of Gutfreund and Co. Inc., a New York-based financial consulting
firm and Robert J. Hay, Chairman Emeritus of Foamex L.P.
-more-
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The Special Committee will retain independent investment banking
advisers and legal counsel to advise it on the fairness of the offer to the
shareholders of Foamex other than Trace and its subsidiaries. It is expected
that the Special Committee will make a recommendation regarding the buyout
proposal to the Board of Directors within the next few weeks.
The Company added Trace's offer is subject to a number of conditions,
including the negotiation of definitive documents (which are expected to contain
customary closing conditions); the filing of a disclosure statement and other
documents with the Securities and Exchange Commission; regulatory filings; and
approval of the transaction by the holders of a majority of the issued and
outstanding common stock.
Foamex International manufactures and markets flexible polyurethane and
advanced polymer products in North America. Foamex's quality foams are utilized
primarily in six end-markets: carpet cushion; cushioning, including bedding
products; furniture; automotive, including trim and accessories; technical
applications, including those for filtration, gasketing and sealing; and
consumer products.
For more information about Foamex, visit its web site at
http://www.foamex.com.
Editors note: Foamex's company logo can be retrieved in digital form by
media without any charge from Wieck Photo DataBase (972) 392-0888.
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