SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 13, 1999
FOAMEX INTERNATIONAL INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or other jurisdiction of incorporation)
0-22624 05-0473908
(Commission File Number) (IRS Employer Identification Number)
1000 Columbia Avenue, Linwood, PA 19061
(Address of Principal Executive Offices)
(610) 859-3000
(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events.
On August 13, 1999 a purported class action complaint (the "Watchung
Complaint") was filed in the Court of Chancery for the State of Delaware,
Newcastle County by shareholders Watchung Road Associates, L.P. and Pyramid
Trading Limited Partnership (together, the "Watchung Plaintiffs") naming Foamex
International Inc., a Delaware corporation (the "Company"), Mr. Marshall Cogan,
Mr. Etienne Davignon, Mr. John Gutfreund, Mr. Robert Hay, Dr. Stuart Hershon,
Mr. John Johnson, and Mr. John Tunney as defendants (together, the
"Defendants"). The Watchung Complaint alleges that the individual defendants
breached their fiduciary duties when they agreed to the buy-out of the Company
by Sorgenti Chemical Industries, Inc., LLC, a Delaware limited liability company
("Sorgenti"), and Liberty Partners, L.P., a Delaware limited partnership
("Liberty").
The Watchung Complaint alleges that the price of $11.50 per outstanding
share offered by Sorgenti and Liberty is inadequate and fails to take into
consideration claims the Company is alleged to have as a result of purportedly
wrongful diversions of Company assets in a variety of transactions between the
Company or its affiliates and Trace International Holdings, Inc., a Delaware
corporation, Mr. Marshall Cogan, or their affiliates. The Watchung Complaint
also alleges that the individual defendants breached their fiduciary duties in
agreeing to a buy-out by Sorgenti and Liberty without making an effort to obtain
the best offer possible for the shareholders.
The Company and the individual defendants deny that they have committed
any breaches of duty to the Watchung Plaintiffs or to the purported class, and
intend to vigorously defend the suit.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Exhibits - none.
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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.
Dated: August 20, 1999
FOAMEX INTERNATIONAL INC.
By: /s/ George L. Karpinski
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George L. Karpinski
Senior Vice President,
Treasurer
