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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. 5)
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)
December 24, 1997
(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 |_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
Continued on following page(s)
Page 1 of 19 Pages
Exhibit Index: Page 11
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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 4,474,553
Shares
Beneficially 8 Shared Voting Power
Owned By 7,050,247
Each
Reporting 9 Sole Dispositive Power
Person 4,474,553
With
10 Shared Dispositive Power
7,050,247
11 Aggregate Amount Beneficially Owned by Each Reporting Person
11,524,800
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
2
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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.
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)
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
3
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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) [ ]
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. 5 to Schedule 13D is filed on behalf of Trace
International Holdings, Inc. ("Trace Holdings"), Trace Foam Company, Inc.
("Trace Foam"), 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, and Amendment No. 4 thereto filed on August
28, 1997 relating to the common stock, par value $0.01 per share (the "Common
Stock"), of Foamex International Inc. ("Foamex" or the "Issuer"), 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. 5 is being filed: (i) to reflect certain transactions which occurred on
December 24, 1997, (ii) to eliminate Trace Foam as a Reporting Person, and (iii)
as required by Exchange Act Rule 13d-2(c), to restate information previously
filed in paper format.
The Schedule 13D is hereby amended and restated in its entirety as
follows:
Item 1. Security and Issuer.
This statement relates to the Common Stock (the "Common Stock") of
Foamex International Inc., a Delaware corporation (the "Issuer"). The address of
the principal executive offices of the Issuer is 1000 Columbia Avenue, Linwood,
Pennsylvania, 19061.
Item 2. Identity and Background.
(a), (b) and (c) This statement is filed by Trace International
Holdings, Inc., a Delaware corporation ("Trace Holdings"), Trace Foam Sub, Inc.,
a Delaware corporation and wholly-owned subsidiary of Trace Holdings ("Trace
Foam Sub"), and Marshall S. Cogan (together with Trace Holdings and Trace Foam
Sub, the "Reporting Persons"). Trace Holdings' principal business is that of a
holding company. The principal business of Trace Foam Sub is to hold shares of
Common Stock. Marshall S. Cogan's principal occupation is the Chairman, Chief
Executive Officer and President of United Auto Group, Inc. and the Chairman and
Chief Executive Officer of Trace Holdings. The principal office of each
Reporting Person is 375 Park Avenue, New York, New York 10152.
Attached and incorporated herein by reference, are Schedules I and II,
which set forth the names, principal business and principal business address of
the directors and executive officers of Trace Holdings and Trace Foam Sub,
respectively.
(d) None of the Reporting Persons, nor to the best of their knowledge,
any entity or person with respect to whom information is provided in response to
this Item has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons, nor to the best of their knowledge,
any entity or person with respect to whom information is provided in response to
this Item has, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Except as otherwise indicated on Schedule I, each individual with
respect to whom information is provided in response to this Item is a citizen of
the United States of America.
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Item 3. Sources and Amounts of Funds or Other Consideration
Trace Foam acquired 8,152,324 shares of Common Stock in exchange for a
portion of the general partner interest it held in Foamex. Trace Holdings
acquired 3,125,497 shares of Common Stock in exchange for the limited partner
interest it held in Foamex and received 1,152,077 shares of Common Stock as a
dividend from Trace Foam. Mr. Cogan received options to purchase 750,000 shares
of Common Stock, pursuant to the Issuer's 1993 Stock Option Plan. The foregoing
transactions occurred on December 14, 1993 in conjunction with a public offering
by the Issuer of 10,712,000 shares of Common Stock of the Issuer. Trace Holdings
acquired an aggregate of 10,000 and 30,000 shares of Common Stock on December 21
and 23, 1993, respectively, for consideration of $16.25 per share.
From June 1994 to July 1996, Mr. Cogan acquired 400,000 shares of
Common Stock for his own account with personal funds at prices ranging from
$7.5521 to $12.125 per share. In 1995, Trace Foam transferred 7,000,247 shares
of Common Stock to Trace Foam Sub, a wholly-owned subsidiary, as a capital
contribution to facilitate certain borrowings from Donaldson, Lufkin & Jenrette
Securities Corporation ("DLJ"), as more fully described in Items 4 and 6 hereof.
See Item 4 hereof for a description of the investment in the Issuer by the Trace
Holdings Plan (defined in Item 4 hereof).
On August 15, 1997, Trace Holdings entered into a Margin Loan Credit
Agreement (the "Margin Loan Agreement") with The Bank of Nova Scotia (the
"Bank"), the form of which is filed as Exhibit I hereto and is incorporated
herein by reference. Pursuant to the terms of the Margin Loan Agreement, Trace
Holdings was able to obtain term loans in an aggregate principal amount of
$7,500,000 (the "Tranche A Loans") and term loans in an aggregate principal
amount of $8,750,000 (the "Tranche B Loans," and together with the Tranche A
Loans, the "Bank Loan"). Pursuant to the terms of the Margin Loan Agreement,
Trace Holdings was permitted to borrow up to $15 million for the purpose of
buying Common Stock and/or common stock of United Auto Group, Inc. (the "UAG
Stock"), provided, however, that until the waiver of certain negative pledges on
the UAG Stock held by Trace Holdings (the "UAG Pledge Event"), Trace Holdings
was not permitted to use more than $10 million of the proceeds of the Bank Loan
to purchase UAG Stock and no such purchase was permitted to be made after
October 31, 1997. From August 1997 through December 1997, Trace Holdings used
$2,107,721.18 of Bank Loan borrowings to purchase 174,900 shares of Common Stock
at prices ranging from $9.74 to $13.0797. On December 24, 1997, Trace Holdings
agreed not to make any future borrowings under the Bank Loan.
Pursuant to the terms of a Pledge Agreement, the form of which is
filed as Exhibit J hereto and incorporated herein by reference, the Tranche A
Loans are secured by a first lien on all shares of UAG Stock acquired after the
occurrence of the UAG Pledge Event and all shares of Common Stock (the "Pledged
Shares") purchased with the proceeds of the Bank Loan and the Tranche B Loans
are secured by a second lien on the Pledged Shares. Pursuant to the terms of a
Security Agreement, the form of which is filed as Exhibit K hereto and
incorporated herein by reference, the Tranche B Loans are secured by a first
lien on the payments due (the "Management Fee") under the 21 Foam Management
Agreement, dated as of October 13, 1992, as amended, between Foamex, L.P. and
Trace Foam and the Tranche A Loans are secured by a second lien on the
Management Fee.
Item 4. Purpose of Transaction.
Trace Holdings acquired 4,277,574 shares of Common Stock and Trace
Foam acquired 7,000,247 shares of Common Stock as part of the formation and
capitalization of the Issuer. See Item 3 above. Trace Foam contributed its
shares of Common Stock to Trace Foam Sub in the first quarter of 1995. On
December 24, 1997, Trace Foam distributed its stock in Trace Foam Sub to Trace
Holdings and thus,
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ceased to be the beneficial owner of any Common Stock as of such date. In
addition, Trace Holdings and Mr. Cogan have purchased Common Stock on the open
market. As a result of their ownership of an aggregate of approximately 48.9% of
the Issuer's outstanding Common Stock, the Reporting Persons indirectly control
the Issuer. Mr. Cogan and the officers and directors of the Reporting Persons
(the "Officers and Directors") own the Common Stock for investment purposes.
Trace Holdings and Trace Foam, among others, have exercised their
right, contained in a registration rights agreement with Foamex, executed in
connection with the capitalization of Foamex, to have their shares included in a
registration statement for Common Stock of Foamex. This registration statement
was declared effective by the Securities and Exchange Commission on December 13,
1994. Trace Holdings and Trace Foam Sub have pledged all of their shares of
Common Stock to secure certain borrowings (See Item 6). Trace Holdings and Trace
Foam Sub entered into these pledges to provide them with more flexibility in
pursuing their investment strategy. Trace Holdings and Trace Foam Sub do not
have any present plans to sell any shares of Common Stock. Pursuant to the terms
of the Bank Loan, Trace Holdings is prohibited from acquiring additional shares
of Common Stock.
The Reporting Persons and the Officers and Directors intend
continuously to review their investment in the Issuer. In reaching any decision
with respect to such investment, the Reporting Persons and the Officers and
Directors will take into consideration various factors, such as the Issuer's
business and prospects, other developments concerning the Issuer, other
investment opportunities available to the Reporting Persons and the Officers and
Directors and general economic and market conditions. Depending upon the results
of their review of such factors, the Reporting Persons and the Officers and
Directors may decide to purchase (on such terms and at such times as they
consider desirable) additional equity securities of the Issuer, or dispose of
all or a portion of such securities (whether now or hereafter held).
Executive officers of Trace currently have two seats on the Issuer's
seven-person Board of Directors, and the Reporting Persons may in the future
seek to have their designees fill additional seats on the Issuer's Board of
Directors.
The shares of Common Stock beneficially owned by Trace Holdings
include 50,000 shares of Common Stock held in trust for the exclusive benefit of
participants under the Trace International Holdings, Inc. Retirement Plan for
Salaried Employees (the "Trace Holdings Plan") (see Item 5 hereof). The Trace
Holdings Plan acquired all 50,000 shares during December 1993 in open market
purchases at prices ranging from $16.25 to $16.50.
The Trace Holdings Plan provides retirement benefits for the employees
of Trace Holdings and its subsidiaries. All benefits under the Trace Holdings
Plan, including any purchases of shares of Common Stock, are funded by Trace
Holdings and its subsidiaries. Trace Holdings has appointed an investment
manager to direct the investment and management of the Trace Holdings Plan's
funds but retains the power to dismiss the manager and to terminate the plan.
The Trace Holdings Plan, through the direction of the investment
manager of Trace Holdings, will continuously review the investment in the
Issuer. In reaching any decision with respect to such investment, the investment
manager or Trace Holdings will take into consideration various factors, such as
the Issuer's business and prospects, other developments concerning the Issuer,
other investment opportunities available to the Plan and general economic and
market conditions. Depending upon the results of their review of such factors,
the investment manager or Trace Holdings may decide to purchase (on such terms
and at such times as they consider desirable) additional equity securities of
the Issuer, or such persons may decide to dispose of all or a portion of any
such securities of the Issuer (whether now or hereafter held).
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Although the foregoing describes activities and possibilities
presently contemplated or under consideration by the Reporting Persons, the
intentions of the Reporting Persons may change. Except as set forth above or in
any item hereof, the Reporting Persons do not have any present plans or
proposals that relate to or would result in any of the actions required to be
described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) and (b) The information in this Item 5(a) and (b) is given as of
the date hereof, and is based on 24,919,680 shares of outstanding Common
Stock.(1)
(i) Trace Foam Sub has direct beneficial ownership of 7,000,247 shares
of Common Stock, constituting 28.1% of the outstanding Common Stock. Except as
set forth in the Prospectus Sale Borrower's Agreement and Customer Agreement
which are filed as Exhibit F and Exhibit G, respectively to this Schedule 13D,
Trace Foam Sub has the sole power to vote and dispose of the shares of Common
Stock owned by it.
(ii) On December 24, 1997, Trace Foam distributed all of its shares of
Trace Foam Sub to Trace Holdings. Therefore, Trace Foam does not have beneficial
ownership of any shares of Common Stock.
(iii) Trace Holdings has direct beneficial ownership of 4,474,553
shares of Common Stock, constituting 18.0% of the outstanding Common Stock. With
respect to 4,277,574 of shares of Common Stock, except as set forth in certain
Pledge Agreements described in Item 6, and filed as Exhibits B and C to this
Schedule 13D (the "1993 Pledge Agreements"), Trace Holdings has the sole power
to vote and dispose of such shares of Common Stock. With respect to the
remaining shares of Common Stock directly beneficially owned by Trace Holdings,
except for certain restrictions following an event of default under the Bank
Loan and Pledge Agreement described in Item 6 and filed as Exhibit I and J to
this Schedule 13D, Trace Holdings has the sole power to vote and dispose of such
shares of Common Stock.
By virtue of its ownership of all of the outstanding capital stock of
Trace Foam Sub, Trace Holdings is deemed to be the beneficial owner (as such
term is defined in Rule 13d-3) of all of the Common Stock owned by Trace Foam
Sub.
By virtue of Trace Holdings' ability to administer, and/or terminate
the Trace Holdings Plan, Trace Holdings may be deemed to own beneficially (as
such term is defined in Rule 13d-3) the 50,000 shares of Common Stock held by
the Trace Holdings Plan.
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 11,524,800
shares of Common Stock, which represents approximately 46.2% of the outstanding
Common Stock.
(iv) As of January 8, 1998, Mr. Cogan had acquired 400,000 shares of
Common Stock and had vested options for 249,167 shares of Common Stock with an
exercise price of $6.875. By virtue of Rule 13d-3, Mr. Cogan may be deemed to be
the beneficial owner of 649,167 shares as a result of the 400,000 shares that
have been purchased as well as the shares issuable upon exercise of the options
that have vested and the options that will vest in the next sixty days. Mr.
Cogan's beneficial ownership comprises 2.6% of the outstanding Common Stock of
the Issuer.
____________________
1 Pursuant to the Issuer's quarterly report on Form 10-Q for the fiscal quarter
ended September 28, 1997.
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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 11,524,800 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.
(v) Other Officers and Directors of Trace Holdings and Trace Foam Sub
beneficially own Common Stock in the amounts listed in the following table.
Shares beneficially owned include shares issuable upon exercise of vested
options, or options which will vest in the next sixty days, with an exercise
price of $6.875.
Officer or Director Number of Shares Owned*
------------------------------ ----------------------------------
Andrea Farace** 32,546
Frederick Marcus 29,402
Robert H. Nelson 9,737
Saul S. Sherman 0
Philip N. Smith, Jr. 17,662.8
Karl H. Winters 3,638
Barry Zimmerman 19,819
* Includes shares issuable upon exercise of options as follows: Mr.
Farace, 13,546 shares; Mr. Marcus, 19,402 shares; Mr. Nelson, 9,737 shares; Mr.
Smith, 5,968 shares; Mr. Winters, 3,638 shares; and Mr. Zimmerman, 14,819
shares.
** Mr. Farace resigned as a director and executive officer of Trace
Holdings on December 27, 1997.
(c) Attached hereto as Schedule 5(c) is a schedule of transactions in
the Common Stock within the past 60 days by the persons named in Item 5(a)
above.
(d) Pursuant to the terms of the 1993 Pledge Agreements described in
Item 6, Generale Bank, New York Branch and Recticel Foam Corporation are
entitled to certain rights with respect to voting, dividends and sale proceeds
upon an event of default under the 1993 Pledge Agreements. Pursuant to the terms
of the Pledge Agreement described in Item 6, The Bank of Nova Scotia is entitled
to certain rights with respect to voting, dividends and sale proceeds upon an
event of default under the Pledge Agreement.
Participants under the Trace Holdings Plan may have the right to
receive dividends from, or proceeds from the sale of, the Common Stock held by
the Trace Holdings Plan. In addition, the investment manager under the Trace
Holdings Plan or Trace Holdings, by virtue of its ability to administer the
plan, may have the power to direct the receipt of dividends from, or proceeds
from the sale of, the Common Stock held by the Trace Holdings Plan.
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See Item 6 for a discussion of the Asset Appreciation Agreement.
(e) On December 24, 1997, Trace Foam Company, Inc. ceased to be the
beneficial owner of any shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to the terms of a pledge agreement, dated December 14, 1993,
between Trace Holdings and Generale Bank, acting through its branch in New York,
New York ("GBNY"), Trace Holdings pledged 1,592,671 shares of Common Stock,
representing approximately 6.4% of the Common Stock outstanding, to GBNY to
secure certain obligations of Trace Holdings to GBNY. Pursuant to the terms of a
pledge agreement, dated December 14, 1993, between Trace Holdings and Recticel
Foam Corporation, Trace Holdings pledged 2,684,903 shares of Common Stock,
representing approximately 10.8% of the Common Stock outstanding, to Recticel
Foam Corporation to secure certain obligations of Trace Holdings to Recticel
Foam Corporation. The two pledge agreements are referred to herein together as
the "1993 Pledge Agreements."
The 1993 Pledge Agreements provide that so long as there is no event
of default with regard to the obligations of Trace Holdings to GBNY or Recticel
Foam Corporation, as the case may be, under the 1993 Pledge Agreements, Trace
Holdings is generally entitled to exercise all voting rights allocated to the
pledged shares of Common Stock, provided that such action will not have a
material adverse effect on the value of such shares of Common Stock.
The 1993 Pledge Agreements further provide that so long as there is no
such event of default, Trace Holdings is generally entitled to receive all
dividends paid in respect to the pledged shares of Common Stock, subject to
certain exceptions including (i) dividends paid in other than cash, (ii)
dividends paid in connection with a liquidation, dissolution or reduction of
capital, and (iii) cash paid in respect of principal of, or in redemption of or
in exchange for, the pledged shares. Any such payments become pledged under the
1993 Pledge Agreements.
The preceding summary of the 1993 Pledge Agreements is qualified in
its entirety by reference to such agreements, copies of which are filed as
Exhibits B and C hereto.
Pursuant to a Prospectus Sale Borrower's Agreement, dated February 21,
1995 (effective March 1, 1995 with respect to 5,400,000 shares of Common Stock),
between Trace Foam Sub and DLJ (the "Borrower's Agreement"), Trace Foam Sub
pledged the 7,000,247 shares (the "Pledged Shares") of Common Stock to DLJ to
secure any margin credit extended to it by DLJ. The Borrower's Agreement will
remain in effect until (i) terminated by DLJ or (ii) terminated by Trace Foam
Sub with the consent of DLJ. During the term of the Agreement, Trace Foam Sub
may not sell, transfer, pledge or otherwise encumber the Pledged Shares without
the prior written consent of DLJ; provided, however, such requirement will not
apply to sales of the Pledged Shares through DLJ. In the event that, at any time
while a margin loan remains outstanding, should the Registration Statement
covering the Pledged Shares cease to be effective, DLJ will have the right to
immediately demand payment in full of all amounts outstanding under the margin
loan.
The terms of the Borrowers Agreement are in addition to all the terms
and conditions of the Customer Agreement, dated February 21, 1995 (the "Customer
Agreement"), between Trace Foam Sub and DLJ. Copies of the Borrowers Agreement
and the Customer Agreement are filed as Exhibits F and G hereto and are
incorporated herein by reference.
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Pursuant to the terms of the Pledge Agreement, dated August 15, 1997,
between Trace Holdings and the Bank, Trace Holdings pledged to the Bank all
shares of Common Stock and UAG Stock, following the occurrence of the UAG Pledge
Event, to be purchased with the proceeds of the Bank Loan. The Pledge Agreement
provides that so long as there is no event of default with regard to the
obligations of Trace Holdings to the Bank, Trace Holdings is generally entitled
to exercise all voting rights allocated to the Pledged Shares, provided that no
such exercise of voting rights shall impair the value of the Pledged Shares or
violate any provision of the Margin Loan Agreement or accompanying loan
documents. The Pledge Agreement further provides that so long as there is no
such event of default or potential event of default relating to voluntary
bankruptcy, involuntary bankruptcy or the appointment of a receiver, Trace
Holdings is generally entitled to receive all dividends paid in respect of the
Pledged Shares, subject to certain exceptions including (i) dividends paid in
other than cash and (ii) dividends paid in connection with a liquidation. Any
such payments become pledged under the Pledge Agreement. The preceding summary
of the Pledge Agreement is qualified in its entirety by reference to such
agreement, which is filed as Exhibit J hereto.
Trace Holdings has entered into an Asset Appreciation Agreement (the
"Asset Agreement"), dated August 15, 1997, with the Bank in order to provide the
Bank with additional interest in connection with certain loans to Trace
Holdings. The Asset Agreement provides that on June 30, 2004, Trace Holdings
shall make an additional interest payment to the Bank in an amount equal to 28%
of the appreciation of certain assets, including any Common Stock and UAG Stock
held by Trace and its subsidiaries, over certain agreed upon base prices. The
base price for the shares of Common Stock and UAG Stock owned as of the date of
the Asset Agreement is $11.875 and $15.00, respectively, and the base price for
subsequently acquired shares of Common Stock and UAG Stock is the acquisition
cost. Upon a sale of Common Stock or UAG Stock prior to June 30, 2004, Trace
Holdings is required make an additional interest payment equal to the lesser of
(i) 28% of the appreciation of the assets subject to the Asset Agreement, or
(ii) 28% of the appreciation of the Common Stock or UAG Stock sold. Trace
Holdings is also obligated to make payments in connection with voluntary
prepayments of the underlying loan from the Bank, based on the appreciation of
the Common Stock and UAG Stock, and upon the receipt of extraordinary
distributions of cash or assets, equal to 28% of such distributions.
Item 7. Material to be Filed as Exhibits.
EXHIBIT A Agreement to file Joint Statement on Schedule 13D
(filed as Exhibit A to the initial filing of the
Schedule 13D and incorporated herein by reference).
EXHIBIT B Pledge Agreement, dated as of December 14, 1993,
made by '21' International Holdings, Inc. to
Generale Bank, acting through its branch office
located in New York, New York (filed as Exhibit B
to the initial filing of the Schedule 13D and
incorporated herein by reference).
EXHIBIT C Pledge Agreement, dated as of December 14, 1993,
made by '21' International Holdings, Inc. to
Recticel Foam Corporation (filed as Exhibit C to
the initial filing of the Schedule 13D and
incorporated herein by reference).
EXHIBIT D Intentionally omitted.
EXHIBIT E Amended Agreement to file Joint Statement on Schedule
13D, dated as of March 6, 1995 (filed as Exhibit E
to Amendment No. 2 to the Schedule 13D and
incorporated herein by reference).
EXHIBIT F Prospectus Sale Borrower's Agreement, dated as of
February 21, 1995, between '21' Foam Sub, Inc. and
Donaldson, Lufkin & Jenrette Securities
Corporation (filed as Exhibit F to Amendment No. 2
to the Schedule 13D and incorporated herein by
reference).
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EXHIBIT G Customer Agreement, dated as of February 21, 1995,
executed by '21' Foam Sub, Inc. (filed as Exhibit G
to Amendment No. 2 to the Schedule 13D and
incorporated herein by reference).
EXHIBIT H Intentionally omitted.
EXHIBIT I Margin Loan Credit Agreement, dated as of August 15,
1997 by and between Trace International Holdings,Inc.
and the Bank (filed as Exhibit I to Amendment No. 4
to the Schedule 13D and incorporated herein by
reference).
EXHIBIT J Pledge Agreement, dated as of August 15, 1997 by
and between Trace International Holdings, Inc. and
the Bank (filed as Exhibit J to Amendment No. 4 to
the Schedule 13D and incorporated herein by
reference).
EXHIBIT K Security Agreement, dated as of August 15, 1997 by
and between Trace Foam Company, Inc. and the Bank
(filed as Exhibit K to Amendment No. 4 to the
Schedule 13D and incorporated herein by reference).
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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/ Philip N. Smith, Jr.
Name: Philip N. Smith, Jr.
Title: Senior Vice President and General
Counsel
Date: January 26, 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 COMPANY, INC.
By: /s/ Philip N. Smith, Jr.
Name: Philip N. Smith, Jr.
Title: Vice President
Date: January 26, 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/ Philip N. Smith, Jr.
Name: Philip N. Smith, Jr.
Title: Vice President
Date: January 26, 1998
15
<PAGE>
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
Marshall S. Cogan
Date: January 26, 1998
16
<PAGE>
SCHEDULE 5(c)
SCHEDULE OF TRANSACTIONS IN
COMMON STOCK IN THE PAST 60 DAYS
TRACE INTERNATIONAL HOLDINGS, INC.
- ----------------------------------
Date Number of Shares Purchased Price
- ---- -------------------------- -----
10/9/97 60,000 $13.0797
10/13/97 500 $12.75
10/17/97 2,300 $12.75
10/22/97 9,500 $12.6842
TRACE FOAM SUB, INC.
- --------------------
None.
OFFICERS AND DIRECTORS
- ----------------------
Name Date Number of Shares Purchased Price
- ---- ---- -------------------------- -----
Andrea Farace* 12/30/97 8,000 $11.25
12/30/97 5,000 $11.00
12/30/97 2,000 $11.25
- -------------
* Mr. Farace resigned as a director and executive officer of Trace International
Holdings, Inc. on December 27, 1997.
17
<PAGE>
SCHEDULE I
Executive Officers and Directors of Trace International Holdings, Inc.
----------------------------------------------------------------------
Unless otherwise indicated, the business address of each individual listed below
is 375 Park Avenue, 11th Floor, New York, New York 10152. All of the following
persons are U.S. citizens except Mr. Farace, who is a citizen of Italy.
Directors Class of Director Principal Employment and Employer
- --------- ----------------- ---------------------------------
Saul S. Sherman Class A Unitcrane & Shovel Corp.
Unitcrane & Shovel Corp.
676 N. Michigan Avenue
Suite 2920
Chicago, IL 60611
Marshall S. Cogan Class B Trace International Holdings,
Inc. and United Auto Group,
Inc.
Robert H. Nelson Class B Trace International Holdings,
Inc. and United Auto Group,
Inc.
Andrea Farace* Class B Foamex International Inc. and
Foamex International Inc. Trace International Holdings,
1000 Columbia Avenue Inc.
Linwood, PA 19061
Frederick Marcus Class B Trace International Holdings,
Inc.
<TABLE>
<CAPTION>
Executive Officers Office Held at Trace International Holdings, Inc. Principal Employment and Employer
- ------------------ ------------------------------------------------- ---------------------------------
<S> <C> <C>
Marshall S. Cogan Chairman of the Board and Chief Executive Officer Trace International Holdings, Inc. and
United Auto Group, Inc.
Saul S. Sherman Vice Chairman of the Board Unitcrane & Shovel Corp.
Frederick Marcus Vice Chairman and Senior Managing Director Trace International Holdings, Inc.
Andrea Farace* President and Senior Managing Director Trace International Holdings, Inc. and
Foamex International Inc.
Robert H. Nelson Senior Vice President, Chief Operating Officer and Trace International Holdings, Inc. and
Chief Financial Officer United Auto Group, Inc.
Barry Zimmerman Senior Vice President and Managing Director Foamex International Inc.
Philip N. Smith, Jr. Senior Vice President and General Counsel United Auto Group, Inc. and
Foamex International Inc.
Karl H. Winters Vice President-Finance and Controller Trace International Holdings, Inc. and
United Auto Group, Inc.
</TABLE>
- -------------
* Mr. Farace resigned as a director and executive officer of Trace
International Holdings, Inc. on December 27, 1997.
18
<PAGE>
SCHEDULE II
Executive Officers and Directors of Trace Foam Sub, Inc.
Unless otherwise indicated, the business address of each individual listed below
is 375 Park Avenue, 11th Floor, New York, New York 10152. All of the following
persons are U.S. citizens.
Directors Principal Employment and Employer
- --------- ---------------------------------
Marshall S. Cogan Trace International Holdings, Inc. and
United Auto Group, Inc.
Robert H. Nelson Trace International Holdings, Inc. and
United Auto Group, Inc.
<TABLE>
<CAPTION>
Executive Officers Office Held at Trace Foam Sub, Inc. Principal Employment and Employer
- ------------------ ----------------------------------- ---------------------------------
<S> <C> <C>
Marshall S. Cogan Chairman of the Board and President Trace International Holdings, Inc. and
United Auto Group, Inc.
Robert H. Nelson Vice President and Treasurer Trace International Holdings, Inc. and
United Auto Group, Inc.
Philip N. Smith, Jr. Vice President Foamex International Inc. and
United Auto Group, Inc.
</TABLE>
19
