SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 5, 1999
FOAMEX INTERNATIONAL INC.
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(Exact name of registrant as specified in charter)
Delaware 0-22624 05-0473908
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1000 Columbia Avenue, Linwood, PA 19061
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 859-3000
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On August 5, 1999, Foamex International Inc. (the "Company") announced
that it had signed a letter of intent with Sorgenti Chemical Industries, LLC and
Liberty Partners Holdings 20, LLC (together, the "Sorgenti Group") for a
business combination providing for $11.50 per share for all of the Company's
common stock. Under the terms of the letter of intent, if the Company enters
into a business combination with another party, the Sorgenti Group will be
entitled to a break-up fee of $6.0 million plus reimbursement of certain
expenses. The business combination is subject to a number of conditions,
including due diligence, the negotiation of definitive documents, which will
contain certain conditions relating to the company's bank credit facility and
public debt of the Company's subsidiaries, as well as certain other conditions
relating to minimum shareholder acceptance and change of board membership, and
other provisions providing for a higher break-up fee and expense reimbursement
if the Company enters into business combination providing a more favorable
transaction. The press release is filed as an Exhibit hereto and is incorporated
herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit Description
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99 Press release of Foamex International Inc., dated
August 5, 1999
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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 thereunto duly authorized.
Date: August 10, 1999
FOAMEX INTERNATIONAL INC.
/s/ John G. Johnson Jr.
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Name: John G. Johnson Jr.
Title: Chief Executive Officer, President
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Exhibit Description
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99 Press release of Foamex International Inc. dated
August 5, 1999
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EXHIBIT 99
Foamex
Press Release
Contact: John G. Johnson, Jr. Media: David E. Bright
Andrew A. Campbell 212 230-0488
Foamex International Inc.
610 859-3030
FOR IMMEDIATE RELEASE
FOAMEX INTERNATIONAL RECEIVES BUYOUT PROPOSAL
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Sorgenti Chemical Industries, LLC and Liberty Partners Holdings 20, LLC Propose
Cash Price of $11.50 Per Share
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LINWOOD, PENNSYLVANIA, August 5, 1999 - Foamex International Inc. (Nasdaq:
FMXI), North America's largest manufacturer of flexible polyurethane and
advanced polymer foam products, today announced that its Board of Directors has
signed a letter of intent with Sorgenti Chemical Industries, LLC and Liberty
Partners Holdings 20, LLC for a business combination providing for $11.50 per
share for all of the Company's outstanding common stock, subject to due
diligence.
Marshall S. Cogan, Chairman, stated, "JP Morgan has worked diligently
to develop this strategic alternative for the Foamex Board in the best interest
of all Foamex shareholders as well as what is best to maximize Foamex's future."
Foamex will continue to work with JP Morgan and its Counsel to
negotiate a definitive agreement for the proposed business combination. Under
the terms of the letter of intent signed today, if the Company enters into a
business combination with another party, Sorgenti Chemical-Liberty Partners will
be entitled to a break-up fee of $6.0 million plus reimbursement of certain
expenses.
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The Company added that the buyout offer is subject to a number of
conditions, including the negotiation of definitive documents, which will
contain certain conditions relating to the bank credit facilities and public
debt of the Company's subsidiaries, as well as certain other conditions relating
to minimum shareholder acceptance and change of board membership, and other
provisions providing for a higher break-up fee and expense reimbursement if the
Company enters into a business combination providing a more favorable
transaction. The definitive buyout agreement will require appropriate filings
with the Securities and Exchange Commission and regulatory filings.
Sorgenti Chemical Industries, LLC is an affiliate of Sorgenti
International Partners, which was formed by Harold A. Sorgenti to acquire and
manage chemical industry assets and companies on a global basis. Liberty
Partners Holdings 20, LLC is an entity formed by Liberty Partners L.P., a
private equity investment firm which manages $1.2 billion of capital.
Foamex, headquartered in Linwood, Pennsylvania, manufactures and
markets flexible polyurethane and advanced polymer products in North America.
For more information, visit its web site at http://www.foamex.com.
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 documents filed with
the Securities and Exchange Commission.
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