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0-22624
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SEC FILE NUMBER
344123104
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CUSIP NUMBER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: N/A
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Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
N/A
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Part I-Registrant Information
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Full Name of Registrant:
Foamex International Inc.
Former Name if Applicable:
N/A
Address of Principal Executive Office (Street and Number):
1000 Columbia Avenue
City, State and Zip Code
Linwood, PA 19061
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Part II-Rules 12b-25 (b) and (c)
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If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25, the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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Part III-Narrative
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State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period.
On November 5, 1998, Trace International Holdings, Inc. ("Trace"),
Trace Merger Sub, Inc. ("Merger Sub") and Foamex International Inc. ("Foamex
International") entered into an Agreement and Plan of Merger (the "Merger
Agreement"). Pursuant to the terms of the Merger Agreement, Merger Sub would
have been merged with and into Foamex International (the "Potential Merger") and
each share of Foamex International's Common Stock, other than Common Stock held
by Trace and its subsidiaries, treasury shares, and Common Stock with respect to
which appraisal rights would have been perfected, would have been converted into
the right to receive $12.00 per share in cash. Trace delivered a letter to
Foamex International, dated January 8, 1999, terminating the Merger Agreement
due to the failure of certain financing conditions. On March 16, 1999, Foamex
International announced that it had hired John G. Johnson, Jr. as President,
Chief Executive Officer and director of Foamex International following the
resignation of Andrea Farace from the positions of Chairman, Chief Executive
Officer and Director (the "Corporate Reorganization"). On March 16, 1999, Foamex
International also announced that it had hired JP Morgan Securities Inc. as a
financial advisor to explore strategic alternatives to maximize shareholder
value. The Potential Merger, the Corporate Reorganization and activities
connected with the exploration of strategic alternatives for Foamex
International required a substantial time commitment from the employees of
Foamex International and its subsidiaries.
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Due to the time spent by such employees working on these transactions, the
registrant's Form 10-K for the fiscal year ended December 31, 1998 could not be
filed within the prescribed time period without unreasonable effort or expense.
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Part IV-Other Information
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(1) Name and telephone number of person to contact in regard to this
notification
R. Allen Baker 610 859-3129
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Reference is hereby made to the Current Report on Form 8-K of Foamex
International, which document was filed with the Securities and Exchange
Commission on March 18, 1999. Exhibit 99.2 to this Current Report was the press
release of Foamex International, dated March 16, 1999, regarding Foamex
International's preliminary results for the fourth quarter ended December 31,
1998, which press release sets forth an explanation of the anticipated change in
results of operations from the corresponding period for the last fiscal year.
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Foamex International Inc.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: 3/31/99 By: /s/ Philip N. Smith, Jr.
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Name: Philip N. Smith, Jr.
Title: Vice President
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