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): April 16, 1999
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)
<PAGE>
Item 5. Other Events
On April 16, 1999, Foamex International Inc. (the "Company") issued a
press release providing updated financial information for the fourth quarter and
year-ended December 31, 1998 which remains subject to completion of the audit
process by PricewaterhouseCoopers LLP, the Company's independent auditors.
The information provided supplemented the preliminary unaudited financial
information provided on March 16, 1999. In the press release, the Company stated
that final audited results could differ and also stated the filing of the Form
10-K for fiscal year 1998 for the Company and its subsidiaries would occur upon
completion of the audit. The Company also disclosed certain information relating
to the adjustment of financial covenants in the credit agreements of certain of
its subsidiaries and stated that it may be required to reclassify certain of its
debt obligations as current liabilities.
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 April 16, 1999
regarding preliminary earnings.
-2-
<PAGE>
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/ John A. Feenan
--------------------------------
Name: John A. Feenan.
Title: Executive Vice President,
Chief Financial Officer
April 20, 1999
-3-
<PAGE>
EXHIBIT INDEX
Exhibit
- -------
99.1 Press Release of Foamex International Inc., dated April 16,
1999 regarding preliminary earnings.
-4-
[GRAPHIC OMITTED]
Press Release Contact: John A. Feenan Media: David E. Bright
610 859-3081 212 230-0488
FOR IMMEDIATE RELEASE
FOAMEX INTERNATIONAL INC. UPDATES PRELIMINARY INFORMATION
OF MARCH 16, 1999
------------------------------------------------------------
Fiscal 1998 EBITDA Expected to Be Approximately $105.0
Million Versus Prior Estimate of Approximately $125.0
Million
---------------------------------------------
LINWOOD, PENNSYLVANIA, April 16, 1999 - Foamex International
Inc. (Nasdaq: FMXI) today provided an update on financial
information for the fourth quarter and year-ended December 31,
1998, subject to completion of the audit process by
PricewaterhouseCoopers L.L.P., the Company's independent
auditors. The information provided today supplements the
preliminary unaudited financial information provided on March
16, 1999. The Company stated that final audited results could
differ and added that the filing of the Form 10-K for fiscal
year 1998 for the Company and its subsidiaries will occur upon
completion of the audit.
The Company expects to complete the audit as soon as
possible and is reviewing the possibility that actions taken
in the fourth quarter may result in restating the three prior
quarters of 1998.
The Company expects EBITDA to be approximately $105.0
million in fiscal year 1998 versus a previous preliminary
estimate of $125.0
<PAGE>
2
million. The Company had EBITDA of $98.2
million in fiscal year 1997.
The Company expects to have negative EBITDA of
approximately $23.0 million in the fourth quarter of 1998
versus a previous preliminary estimate of negative $3.5
million. The Company had EBITDA of $4.1 million in the fourth
quarter of 1997.
-more-
Foamex expects to report final results for the fourth quarter and fiscal
year 1998 during the week of April 19th and intends to hold a conference call
for the financial community thereafter.
The Company's subsidiaries amended their credit agreements in March 1999 to,
among other things, adjust financial covenants taking into account preliminary
estimates of operating results for the fourth quarter of 1998. Based on the
information available today, the Company's subsidiaries are no longer in
compliance with such amended covenants, and the Company's subsidiaries have each
obtained a waiver through May 5, 1999 of such financial covenants in order to
enable them to negotiate further amendments. The Company has commenced
discussions with its lenders to amend these covenants in its credit agreements.
However, there can be no assurance that the Company will be able to obtain the
necessary amendments.
The Company may be required to reclassify its bank debt and senior
subordinated notes from long-term debt to current liabilities. If, however, the
Company is able to amend the relevant covenants in its bank agreements, it may
be able to reclassify the liabilities as long-term debt. However, there can be
no assurance that the Company will be able to obtain the necessary amendments.
In addition, the Company may need to incur a non-cash book write-off of certain
deferred tax assets of the Company totaling approximately $65.0 million, which
would be
<PAGE>
reflected as additional income tax expense during 1998. The Company
emphasized that these deferred tax assets would still be available to reduce
future taxable income.
Jack Johnson, President and Chief Executive Officer, who joined the Company
on March 16, 1999 said, "The Board of Directors and management are committed to
completing the 1998 audit as soon as possible. Since joining Foamex a month ago,
I've concluded that we have a base of dedicated employees focused on leveraging
our leading market position. We look forward to the continued support of our
employees, as well as that of our customers, suppliers and lenders. I believe
that this Company is viable and potentially far more profitable than it has been
in recent history."
This press release contains forward-looking information, and actual results
may materially vary from those expressed or implied herein. Factors that could
affect these results include those mentioned in the Company's Form 10-K/ A-2 for
fiscal year 1997 filed with the Securities and Exchange Commission.
Foamex, headquartered in Linwood, PA, manufactures and markets flexible
polyurethane and advanced polymer foam products in North America.
For more information about Foamex, visit its web site at
http:\\www.foamex.com.
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