<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
Commission file numbers 33-82028; 33-82028-01
FOAMEX-JPS AUTOMOTIVE L.P.
FOAMEX-JPS CAPITAL CORPORATION
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3770906
Delaware 13-3770901
- ------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1000 Columbia Avenue
Linwood, PA 19061
- ------------------------------- ------------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (610) 859-3000
-----------------
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) have been subject to such
filing requirements for the past 90 days.
YES X NO
----- -----
Foamex-JPS Capital Corporation meets the conditions set forth in General
Instruction H (1) (a) and (b) of Form 10-Q and is therefore filing this form
with the reduced disclosure format.
The number of shares of Foamex-JPS Capital Corporation's Common Stock
outstanding as of August 1, 1996 was 1,000.
Page 1 of 22
Exhibit List on Page 14 of 22
<PAGE>
FOAMEX-JPS AUTOMOTIVE L.P.
FOAMEX-JPS CAPITAL CORPORATION
INDEX
Page
----
Part I. Financial Information:
Item 1. Financial Statements
Foamex-JPS Automotive L.P.
--------------------------
Condensed Consolidated Balance Sheets as of June 30, 1996
and December 31, 1995 3
Condensed Consolidated Statements of Operations - Thirteen
Week and Twenty-Six Week Periods Ended June 30, 1996
and July 2, 1995 4
Condensed Consolidated Statements of Cash Flows - Twenty-Six
Week Periods Ended June 30, 1996 and July 2, 1995 5
Notes to Condensed Consolidated Financial Statements 6
Foamex-JPS Capital Corporation
------------------------------
Balance Sheets as of June 30, 1996 and December 31, 1995 9
Notes to Balance Sheets 10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Part II. Other Information 14
Exhibit List 14
Signatures 22
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
---------- ------------
(thousands)
<S> <C> <C>
ASSETS
CASH $ 2 $ 2
INVESTMENT IN UNCONSOLIDATED
LIMITED PARTNERSHIPS 129,827 141,298
DEBT ISSUANCE COSTS, NET 3,902 4,067
--------- ---------
TOTAL ASSETS $ 133,731 $ 145,367
========= =========
LIABILITIES AND PARTNERS' EQUITY
INTERCOMPANY PAYABLE $ 71 $ 58
LONG-TERM DEBT - EQUITY AFFILIATE 47,971 44,444
LONG-TERM DEBT 75,476 70,381
--------- ---------
TOTAL LIABILITIES 123,518 114,883
--------- ---------
COMMITMENTS AND CONTINGENCIES -- --
--------- ---------
PARTNERS' EQUITY:
General partner 245 410
Limited partner 24,275 44,382
Other (14,307) (14,308)
--------- ---------
Total Partners' Equity 10,213 30,484
--------- ---------
TOTAL LIABILITIES AND PARTNERS' EQUITY $ 133,731 $ 145,367
========= =========
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
3
<PAGE>
FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
<TABLE>
<CAPTION>
13 Week Periods Ended 26 Week Periods Ended
----------------------------- -------------------------------
June 30, July 2, June 30, July 2,
1996 1995 1996 1995
-------- -------- --------- --------
(thousands)
<S> <C> <C> <C> <C>
INTEREST AND DEBT ISSUANCE EXPENSE $ 2,666 $ 2,303 $ 5,332 $ 4,611
OTHER EXPENSE 12 2 12 5
-------- -------- -------- --------
LOSS BEFORE EQUITY IN EARNINGS OF
UNCONSOLIDATED LIMITED PARTNERSHIPS (2,678) (2,305) (5,344) (4,616)
EQUITY IN EARNINGS OF UNCONSOLIDATED
LIMITED PARTNERSHIPS 13,674 10,283 26,240 21,734
-------- -------- -------- --------
INCOME FROM CONTINUING OPERATIONS 10,996 7,978 20,896 17,118
-------- -------- -------- --------
DISCONTINUED OPERATIONS:
EQUITY IN LOSS FROM DISCONTINUED
OPERATIONS (556) (158) (225) (488)
EQUITY IN LOSS ON DISPOSAL OF
DISCONTINUED OPERATIONS (38,511) -- (38,511) --
-------- -------- -------- --------
LOSS FROM DISCONTINUED OPERATIONS (39,067) (158) (38,736) (488)
-------- -------- -------- --------
NET INCOME (LOSS) $(28,071) $ 7,820 $(17,840) $ 16,630
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
4
<PAGE>
FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
<TABLE>
<CAPTION>
26 Week Periods Ended
-----------------------------
June 30, July 2,
1996 1995
-------- --------
(thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $(17,840) $ 16,630
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of debt issuance costs and debt discount 5,332 4,611
Equity in earnings of unconsolidated limited partnerships (26,240) (21,734)
Equity in losses from discontinued operations 38,736 488
Change in other assets and liabilities, net 12 5
-------- --------
Net cash provided by operating activities -- --
-------- --------
INVESTING ACTIVITIES:
Net cash used for investing activities -- --
-------- --------
FINANCING ACTIVITIES:
Net cash provided by financing activities -- --
-------- --------
NET INCREASE IN CASH -- --
-------- --------
CASH AT BEGINNING OF PERIOD 2 2
-------- --------
CASH AT END OF PERIOD $ 2 $ 2
======== ========
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
5
<PAGE>
FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION
The condensed consolidated balance sheet as of December 31, 1995 has been
condensed from the audited consolidated balance sheet at that date. The
condensed consolidated balance sheet as of June 30, 1996, the condensed
consolidated statements of operations for the thirteen and twenty-six week
periods ended June 30, 1996 and July 2, 1996 and the condensed consolidated
statement of cash flows for the twenty-six week periods ended June 30, 1996 and
July 2, 1995 have been prepared by Foamex-JPS Automotive L.P. and subsidiary
("FJPS") and have not been audited by FJPS's independent accountants. In the
opinion of management, all adjustments, consisting only of normally recurring
adjustments, considered necessary for a fair presentation of the consolidated
financial position, results of operations and cash flows have been included.
In October 1995, the Board of Directors of Foamex International Inc.
("Foamex International") approved a plan to evaluate the potential reduction of
long-term debt with substantially all of the proceeds from the possible sale of
the automotive carpet, trim and textile businesses of JPS Automotive L.P. ("JPS
Automotive") (which together comprise the automotive textiles segment and
substantially all the assets of JPS Automotive) and the home comfort products
segment of Perfect Fit Industries, Inc. ("Perfect Fit") (which comprises
substantially all of the assets of Perfect Fit). On August 1, 1996, Foamex L.P.
completed the sale of Perfect Fit and received approximately $43.4 million of
estimated net proceeds, subject to post-closing adjustments. The condensed
consolidated financial statements have been restated for discontinued operations
and includes a net loss of approximately $38.5 million associated with the sale
of Perfect fit. Foamex L.P. used $12.0 million from the proceeds of the sale to
repay term loan borrowings and intends to use the remaining proceeds to redeem
or repurchase its outstanding indebtedness. Foamex International is continuing
to evaluate the possible sale of the automotive textiles segment, however, no
definitive commitment has been reached. There can be no assurance that Foamex
International will be able to successfully sell the automotive textiles segment
or as to the price or terms of any sale. The condensed consolidated financial
statements of FJPS do not include any adjustments that might result from any
sale of the automotive textiles segment.
Certain information and note disclosures normally included in the annual
financial statements prepared in accordance with generally accepted accounting
principles have been omitted in accordance with the rules and regulations of the
Securities and Exchange Commission. These condensed consolidated financial
statements should be read in conjunction FJPS's 1995 consolidated financial
statements and notes thereto as set forth in FJPS's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995. In addition, these condensed
consolidated financial statements should be read in conjunction with Foamex
L.P.'s and JPS Automotive's condensed consolidated financial statements and
notes thereto as set forth in their respective Form 10-Q's for the quarterly
period ended June 30, 1996 as filed with the Securities and Exchange Commission.
FJPS's condensed consolidated financial statements consist of the
consolidated results of operations of FJPS, including its wholly-owned
subsidiary Foamex-JPS Capital Corporation ("FJCC"), and its 98% equity interest
in Foamex L.P. and its 99% equity interest in JPS Automotive. FJPS's share of
earnings of these unconsolidated limited partnerships is reflected in income as
earned and distributions will be credited against the investment in
unconsolidated limited partnerships when received. FJPS has no employees or
operations of its own nor do its partners incur any expenses on its behalf.
2. SUMMARIZED FINANCIAL INFORMATION OF EQUITY AFFILIATES
The following table presents summarized financial information on a
combined 100% basis of the principal companies accounted for by the equity
method. Accounts presented include the following equity affiliates: Foamex L.P.
(98%) and JPS Automotive (99%) as of June 30, 1996 and December 31, 1995 and for
the thirteen and twenty-six week periods ended June 30, 1996 and July 2, 1995.
6
<PAGE>
FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
2. SUMMARIZED FINANCIAL INFORMATION OF EQUITY AFFILIATES (continued)
<TABLE>
<CAPTION>
Foamex L.P.(1) JPS Automotive L.P. Combined
-------------- ------------------- --------
(thousands)
<S> <C> <C> <C>
June 30, 1996
Current assets $241,290 $ 72,460 $313,750
Noncurrent assets 333,543 284,621 618,164
Current liabilities 150,473 39,806 190,279
Noncurrent liabilities 458,811 199,768 658,579
Minority interest - 7,819 7,819
Note receivable from partner 47,971 - 47,971
December 31, 1995
Current assets $226,274 $ 68,649 $294,923
Noncurrent assets 381,541 291,301 672,842
Current liabilities 159,856 38,126 197,982
Noncurrent liabilities 460,519 208,462 668,981
Minority interest - 7,247 7,247
Note receivable from partner 44,444 - 44,444
Thirteen Week Period Ended:
June 30, 1996
Net sales $240,447 $ 82,749 $323,196
Gross profit 38,167 13,740 51,907
Income from continuing operations 11,668 2,262 13,930
Loss from discontinued operations (39,864) - (39,864)
Net income (loss) (28,196) 2,262 (25,934)
July 2, 1995
Net sales $215,350 $ 80,169 $295,519
Gross profit 33,198 14,872 48,070
Income from continuing operations 6,625 3,829 10,454
Loss from discontinued operations (161) - (161)
Net income 6,464 3,829 10,293
Twenty-Six Week Period Ended:
June 30, 1996
Net sales $459,578 $157,668 $617,246
Gross profit 74,198 26,229 100,427
Income from continuing operations 23,166 3,573 26,739
Loss from discontinued operations (39,527) - (39,527)
Net income (loss) (16,361) 3,573 (12,788)
July 2, 1995
Net sales $434,670 $167,793 $602,463
Gross profit 65,862 30,650 96,512
Income from continuing operations 14,314 7,784 22,098
Loss from discontinued operations (498) - (498)
Net income 13,816 7,784 21,600
</TABLE>
7
<PAGE>
FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
2. SUMMARIZED FINANCIAL INFORMATION OF EQUITY AFFILIATES (continued)
(1) In April 1996, Foamex International contributed the foam products
operations of Foamex Latin America, Inc. ("Latin America") to FJPS (99%) and to
FJGP Inc. (1%) who then contributed its investment in Latin America to FJPS.
FJPS subsequently contributed its 100% investment in Latin America to Foamex
L.P. The contribution was accounted for in a manner similar to a pooling of
interests since the entities are under common control. Accordingly, all periods
presented have been restated to reflect the financial condition and results of
operations of Latin America. Also, on August 1, 1996, Foamex L.P. completed the
sale of Perfect Fit (see Note 1). The condensed consolidated financial
information presented above has been restated for discontinued operations and
includes a loss of approximately $38.5 million associated with the sale of
Perfect Fit.
3. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<TABLE>
<CAPTION>
26 Week Periods Ended
--------------------------
June 30, July 2,
1996 1995
--------- --------
(thousands)
<S> <C> <C>
Noncash items:
Accretion on the FJPS Note $3,456 $3,026
Debt issuance costs paid by partner -- 203
</TABLE>
8
<PAGE>
FOAMEX - JPS CAPITAL CORPORATION
(A Wholly-Owned Subsidiary of Foamex - JPS Automotive L.P.)
Balance Sheets (unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 1996 1995
----------- ------------
(thousands)
<S> <C> <C>
CASH $ 1 $ 1
======= =======
LIABILITIES AND STOCKHOLDER'S EQUITY
COMMITMENTS AND CONTINGENCIES -- --
------- --------
STOCKHOLDER'S EQUITY:
Common stock, par value $.01 per share;
1,000 shares authorized, issued and
outstanding -- --
ADDITIONAL PAID IN CAPITAL 1 1
------- --------
TOTAL STOCKHOLDER'S EQUITY $ 1 $ 1
======= ========
</TABLE>
The accompanying notes are an integral part of the balance sheets.
9
<PAGE>
FOAMEX-JPS CAPITAL CORPORATION
(A Wholly-Owned Subsidiary of Foamex-JPS Automotive L.P.)
NOTES TO BALANCE SHEETS (unaudited)
1. ORGANIZATION
Foamex-JPS Capital Corporation ("FJCC"), a wholly-owned subsidiary of
Foamex-JPS Automotive L.P. ("FJPS"), was formed and initially capitalized on May
13, 1994. FJCC engages in business activities related to borrowing money for the
benefit of FJPS.
2. COMMITMENTS AND CONTINGENCIES
FJCC is a joint and several obligor with FJPS on borrowings consisting
of $75.5 million senior secured discount debentures due 2004, (net of
unamortized debt discount of $41.2 million) (the "Discount Debentures").
The Discount Debentures in the aggregate principal amount of $116.7
million were issued on June 28, 1994 by FJPS and FJCC. The original issue
discount is being amortized using the weighted average to maturity method over
the life of the issue. No cash interest is payable on the Discount Debentures
prior to January 1, 2000; rather, the Discount Debentures accrete on a daily
basis and compounds semiannually at the rate of 13.50% per annum from the date
of issuance of the Discount Debentures through June 30, 1996, at the rate of
13.75% per annum from July 1, 1996 through June 30, 1997, and at the rate of
14.00% per annum from July 1, 1997 through June 30, 1999.
10
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
General
The results of operations of Foamex-JPS Automotive L.P. ("FJPS")
include its equity in the undistributed earnings of Foamex L.P. and JPS
Automotive L.P. ("JPS Automotive") and interest and debt issuance expense as a
result of the issuance of the senior secured discount debentures due 2004 (the
"Discount Debentures") incurred in connection with the acquisition by JPS
Automotive Products Corp., a wholly-owned subsidiary of JPS Automotive, of the
assets of the automotive products and industrial fabrics divisions of JPS
Textile Group, Inc. (the "JPS Automotive Acquisition"). FJPS was formed on May
13, 1994 and acquired its partnership interests in Foamex L.P. and JPS
Automotive on June 28, 1994. FJPS has no direct control or influence over Foamex
L.P. or JPS Automotive. Control is exercised by Foamex International Inc.
("Foamex International") through its ownership of the respective managing
general partners of Foamex L.P., JPS Automotive, and FJPS.
In October 1995, the Board of Directors of Foamex International
approved a plan to evaluate the potential reduction of long-term debt with
substantially all of the proceeds from the possible sale of the automotive
carpet, trim and textile businesses of JPS Automotive (which together comprise
the automotive textiles segment and substantially all the assets of JPS
Automotive) and the home comfort products segment of Perfect Fit Industries,
Inc. ("Perfect Fit") (which comprises substantially all of the assets of Perfect
Fit). The sale of Perfect Fit was consummated on August 1, 1996 (see notes to
condensed consolidated financial statements). Foamex International is continuing
to evaluate the possible sale of the automotive textiles segment, however no
definitive commitment has been reached. There can be no assurance that Foamex
International will be able to successfully sell the automotive textiles segment
or as to the price or terms of any sale. The condensed consolidated financial
statements of FJPS do not include any adjustments that might result from any
sale.
Results of Operations
The following is a summarized discussion of Foamex L.P.'s and JPS
Automotive's results of operations. For further information regarding Foamex
L.P. and JPS Automotive, reference is made to the Form 10-Q's of Foamex L.P. and
JPS Automotive for the thirteen and twenty-six week periods ended June 30, 1996
as filed with the Securities and Exchange Commission.
13 Week Period Ended March 31, 1996 Compared to 13 Week Period Ended
April 2, 1995
- ---------------------------------------------------------------------
Foamex L.P.
Net sales for 1996 were $240.4 million as compared to $215.4 million in
1995 an increase of $25.0 million or 11.6%. Carpet cushion net sales for 1996
increased 7.1% to $76.8 million from $71.7 million in 1995 primarily due to
increased selling prices and an increase in net sales volume of certain carpet
cushion products. Cushioning foam net sales for 1996 increased 11.8% to $83.5
million from $74.7 million in 1995 primarily due to increased net sales volume
of bedding related products and increased selling prices. Automotive foam net
sales for 1996 increased 21.3% to $63.2 million from $52.1 million in 1995
primarily due to a continued increase in net sales of tri-laminates and
composite headliners. Technical foam net sales remained constant at $16.9
million for 1996 and 1995 primarily due to increased selling prices offset by a
decrease in volume associated with customer inventory adjustments.
Gross profit as a percentage of net sales increased to 15.9% for 1996
from 15.4% in 1995 primarily due to selling price increases and improved
material and production efficiencies.
Income from operations increased to $24.6 million for 1996 from $18.9
million in 1995 primarily due to improved gross profit margins as discussed
11
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
above and a decrease of $0.8 million in selling, general and administrative
expenses for 1996 as compared to 1995 primarily due to reductions in salary,
traveling and professional costs.
Income from continuing operations increased to $11.7 million for 1996
from $6.6 million for 1995 primarily due to the reasons cited above and a
decrease in interest and debt issuance expense. The decrease in interest and
debt issuance expense was primarily due to favorable results from interest rate
swap agreements and a reduction in long-term debt outstanding.
JPS Automotive L.P.
Net sales for 1996 were $82.7 million as compared to $80.2 million in
1995. The $2.5 million or 3.1% increase in net sales was primarily due to
increased production of automobile and light trucks in the 1996 period compared
to 1995 and increased net sales during the second quarter of 1996 as a result of
the settlement of the first quarter 1996 General Motors Corp. parts supplier
labor strike and restocking of inventory levels by automobile manufacturers as a
result of reduced purchasing during the first quarter of 1996.
Gross profit as a percentage of net sales decreased to 16.6% for
1996 from 18.6% in 1995 primarily due to competitive price pressures.
Selling, general and administrative expenses increased to $5.8 million
for 1996 from $5.4 million in 1995 primarily due to the increase in sales volume
and an increase in the allowance for doubtful accounts as compared to 1995.
Interest and debt issuance expense decreased to $5.3 million for 1996
from $5.5 million in 1995 primarily due to favorable results from the interest
rate swap agreement.
Net income decreased to $2.3 million for 1996 from $3.8 million in 1995
primarily due to the reasons cited above.
26 Week Period Ended June 30, 1996 Compared to 26 Week Period Ended July 2, 1995
- --------------------------------------------------------------------------------
Foamex L.P.
Net sales for 1996 were $459.6 million as compared to $434.7 million in
1995 for an increase of $24.9 million or 5.7%. Carpet cushion net sales were
$140.3 million for 1996 as compared to $139.6 million for 1995 primarily due to
increased selling prices late in the second quarter of 1996 offset by a decrease
in net sales volume during the first quarter of 1996. Cushioning foam net sales
for 1996 increased 9.4% to $166.0 million from $151.7 million in 1995 primarily
due to increased net sales volume of bedding related products, increased selling
prices and the April 1995 acquisition of a company which manufactures cushioning
products. Automotive foam net sales for 1996 increased 7.8% to $119.3 million
from $110.7 million in 1995 primarily due to a continued increase in net sales
of tri-laminates and composite headliners. Technical foam net sales for 1996
increased 4.0% to $34.0 million from $32.7 million in 1995 primarily due to
increased selling prices and increased net sales volume.
Gross profit as a percentage of net sales increased to 16.1% for 1996
from 15.2% in 1995 primarily due to selling price increases and improved
material and production efficiencies.
12
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
Income from operations increased to $47.1 million for 1996 from $38.7
million in 1995 primarily due to improved gross profit margins as discussed
above. Selling, general and administrative expenses for 1996 were constant with
1995 at $27.2 million primarily due to reductions in salary, traveling and
professional costs offset by increases during the first quarter of 1996
associated with management realignment under the operational plan.
Income from continuing operations increased to $23.2 million for 1996
from $14.3 million in 1995 primarily due to the reasons cited above and a
decrease in interest and debt issuance expense of $1.8 million. The decrease in
interest and debt issuance expense was primarily due to favorable results from
interest rate swap agreements and a reduction in long-term debt outstanding.
JPS Automotive L.P.
Net sales for 1996 were $157.7 million as compared to $167.8 million in
1995. The $10.1 million or 6.0% decrease in net sales was primarily due to (i)
reduced production of automobile and light truck builds in the 1996 period as
compared to 1995 and (ii) the General Motors Corp. parts supplier labor strike
during the first quarter of 1996.
Gross profit as a percentage of net sales decreased to 16.6% for 1996
from 18.3% in 1995 primarily due to competitive price pressures and under
utilization of manufacturing capacities as a result of the reduced net sales
volume.
Selling, general and administrative expenses increased to $11.2 million
for 1996 from $11.1 million in 1995 primarily due to an increase in the
allowance for doubtful accounts offset by a decrease in expenses associated with
decreased net sales.
Interest and debt issuance expense decreased to $10.7 million for 1996
from $11.4 million in 1995 primarily due to favorable results from the interest
rate swap agreement.
Net income decreased to $3.6 million for 1996 from $7.8 million in 1995
primarily due to the reasons cited above.
Liquidity and Capital Resources
FJPS's only source of cash to meet its obligations, including paying
the principal of, premium, if any, or interest on the Discount Debentures and a
note payable to Foamex L.P. (the "FJPS Note") when due, are capital
contributions, dividends, loans, advances or other payments, as applicable, from
its unconsolidated subsidiaries Foamex L.P. or JPS Automotive, or from its
partners, Foamex International and FJGP Inc. Foamex L.P. and JPS Automotive are
subject to significant contractual restrictions on their ability to pay
dividends or make loans, advances or payments to FJPS. FJPS does not anticipate
funding any operating cash requirements of Foamex L.P. or JPS Automotive. During
the twenty-six week period ended June 30, 1996, FJPS did not receive any
distributions from Foamex L.P. or JPS Automotive.
13
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Reference is made to the description of the legal proceedings
contained in FJPS's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 and in FJPS's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1996.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1(a) - Restated Certificate of Incorporation of Foamex International.
3.2(a) - By-laws of Foamex International.
3.3(i) - First Amended and Restated Agreement of Limited Partnership of
FJPS.
3.4(i) - Certificate of Incorporation of FJCC.
3.5(i) - By-laws of FJCC.
3.6(i) - Certificate of Incorporation of FJGP.
3.7(i) - By-laws of FJGP.
4.1(b) - Indenture, dated as of June 3, 1993, among Foamex L.P. and
Foamex Capital Corporation ("FCC"), as joint and several
obligors, General Felt, as Guarantor, and Shawmut Bank, National
Association ("Shawmut"), as trustee, relating to $160,000,000
principal amount of 9 1/2% Senior Secured Notes due 2000 (the
"Senior Secured Notes"), including form of Senior Secured Note.
4.2(a) - First Supplemental Indenture, dated as of November 18, 1993, among
Foamex International and FCC, as Issuers, General Felt Industries,
Inc. ("General Felt") and Perfect Fit, as Guarantors, and
Shawmut, as trustee, relating to the Senior Secured Notes.
4.3(a) - Second Supplemental Indenture, dated as of December 14, 1993, among
Foamex L.P. and FCC, as Issuers, Foamex International, General
Felt and Perfect Fit, as Guarantors, and Shawmut, as trustee,
relating to the Senior Secured Notes.
4.3.1(t) - Third Supplemental Indenture, dated as of August 1, 1996, by and
among Foamex L.P. and Foamex Capital Corporation, as Issuers,
Foamex International Inc., as parent guarantor, General Felt
Industries, Inc., as guarantor, Perfect Fit Industries, Inc., as
withdrawing guarantor, and Fleet National Bank, as Trustee,
relating to the Senior Secured Notes.
4.4(b) - Company Pledge Agreement, dated as of June 3, 1993, by Foamex L.P.
in favor of Shawmut, as trustee for the holders of the Senior
Secured Notes.
14
<PAGE>
4.5(b) - Company Pledge Agreement, dated as of June 3, 1993, by FCC in favor
of Shawmut, as trustee for the holders of the Senior Secured Notes.
4.6(b) - Subsidiary Pledge Agreement, dated as of June 3, 1993, by General
Felt in favor of Shawmut, as trustee for the holders of the Senior
Secured Notes.
4.7(b) - Company Security Agreement, dated as of June 3, 1993, by Foamex
L.P. and FCC in favor of Shawmut, as trustee for the holders of the
Senior Secured Notes.
4.8(b) - Subsidiary Security Agreement, dated as of June 3, 1993, by General
Felt in favor of Shawmut, as trustee for the holders of the Senior
Secured Notes.
4.9(b) - Collateral Assignment of Patents and Trademarks, dated as of June
3, 1993, by Foamex L.P. in favor of Shawmut, as trustee for the
holders of the Senior Secured Notes.
4.10(b) - Collateral Assignment of Patents and Trademarks, dated as of June
3, 1993, by FCC in favor of Shawmut, as trustee for the holders of
the Senior Secured Notes.
4.11(b) - Collateral Assignment of Patents and Trademarks, dated as of June
3, 1993, by General Felt in favor of Shawmut, as trustee for the
holders of the Senior Secured Notes.
4.12(a) - Pledge Agreement of Perfect Fit, dated November 18, 1993, in
connection with the Senior Secured Notes.
4.13(c) - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC and
The Connecticut National Bank, as trustee, relating to $150,000,000
principal amount of 11 1/4% Senior Notes due 2002 (the "Senior
Notes"), including form of Senior Note.
4.14(d) - First Supplemental Indenture, dated as of March 23, 1993, among
Foamex L.P. and FCC, as joint and several obligors, General Felt,
as Guarantor, and Shawmut Bank Connecticut, National Association
(formerly The Connecticut National Bank ("Shawmut Connecticut")),
as trustee, relating to the Senior Notes.
4.15(a) - Second Supplemental Indenture, dated as of November 18, 1993, among
Foamex L.P. and FCC, as Issuers, General Felt and Perfect Fit, as
Guarantors and Shawmut Connecticut, as trustee, relating to the
Senior Notes.
4.16(a) - Third Supplemental Indenture, dated as of December 14, 1993, among
Foamex L.P. and FCC, as Issuers, Foamex International, General Felt
and Perfect Fit, as Guarantors and Shawmut Connecticut, as trustee,
relating to the Senior Notes.
4.17(m) - Fourth Supplemental Indenture, dated as of October 31, 1994, among
Foamex L.P. and FCC as Issuers, Foamex International as Parent
Guarantor, General Felt and Perfect Fit as Guarantors and Shawmut
Connecticut, as Trustee, relating to the Senior Notes.
4.17.1(t) - Fifth Supplemental Indenture, dated as of August 1, 1996, by and
among Foamex L.P. and Foamex Capital Corporation, as Issuers,
Foamex International Inc., as parent guarantor, General Felt
Industries, Inc., as guarantor, Perfect Fit Industries, Inc., as
withdrawing guarantor, and Fleet National Bank, as Trustee,
relating to the Senior Notes.
4.18(c) - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC and
Shawmut Bank, as trustee, relating to $126,000,000 principal amount
of 11 % Senior Subordinated Debentures due 2004 (the "Senior
Subordinated Debentures"), including form of Senior Subordinated
Debenture.
4.19(d) - First Supplemental Indenture, dated as of March 23, 1993, among
Foamex L.P. and FCC, as joint and several obligors, General Felt,
as Guarantor, and Shawmut, as trustee, relating to the Senior
Subordinated Debentures.
4.20(a) - Second Supplemental Indenture, dated as of November 18, 1993, among
Foamex L.P. and FCC, as Issuers, General Felt and Perfect Fit, as
Guarantors and Shawmut, as trustee, relating to the Senior
Subordinated Debentures.
4.21(b) - Third Supplemental Indenture, dated as of December 14, 1993, among
Foamex L.P. and FCC, as Issuers, Foamex International, General Felt
and Perfect Fit, as Guarantors and Shawmut, as trustee, relating to
the Senior Subordinated Debentures.
4.21.1(t) - Fourth Supplemental Indenture, dated as of August 1, 1996, by and
among Foamex L.P. and Foamex Capital Corporation, as Issuers,
Foamex International Inc., as parent guarantor, General Felt
Industries, Inc., as guarantor, Perfect Fit Industries, Inc., as
withdrawing guarantor, and Fleet National Bank, as Trustee,
relating to the Subordinated Debentures.
15
<PAGE>
4.22(i) - Indenture, dated as of June 28, 1994, among FJPS and FJCC, as
Issuers, Trace Holdings, as guarantor, and Shawmut Connecticut, as
trustee, relating to $116,745,000 principal amount of Senior
Secured Discount Debentures due 2004 (the "Senior Secured Discount
Debentures'), including form of Senior Secured Discount Debenture.
4.23(m) - Pledge Agreement, dated as of June 28, 1994, made by FJPS in favor
of Shawmut, as collateral agent for the holders of the Senior
Secured Discount Debentures.
4.24(i) - Senior Note, dated June 28, 1994, in the aggregate principal amount
of $87,943,103.14 due July 1, 2006, executed by FJPS to Foamex L.P.
4.25(m) - Pledge Agreement, dated as of June 28, 1994, among FJPS in favor of
Foamex L.P. to secure its obligations under its Senior Note due
2006.
4.26(m) - Pledge Agreement, dated as of June 28, 1994, made by JPS Automotive
L.P. in favor of Foamex L.P. to secure FJPS's obligations under its
Senior Note due 2006.
4.27(g) - Indenture, between Products Corp. and Shawmut Connecticut, as
Trustee, relating to $180,000,000 principal amount of 11 % Senior
Notes due 2001 (the "JPS Automotive Senior Notes"), including form
of the JPS Automotive Senior Note.
4.28(j) - First Supplemental Indenture, dated as of October 5, 1994, between
JPS Automotive, JPS Automotive L.P. and Shawmut Connecticut, as
Trustee, relating to the JPS Automotive Senior Notes due 2001.
4.29(t) - Commitment letter, dated July 9, 1996, from The Bank of Nova Scotia
to Foamex Canada Inc.
4.30(k) - Second Amended and Restated Credit Agreement, dated as of June 28,
1994, among Foamex L.P., General Felt, Perfect Fit, Trace Foam
Company Inc. ("Trace Foam"), FMXI Inc., Citibank, N.A., The Bank of
Nova Scotia, the institutions from time to time parties thereto as
lenders, the institutions parties thereto as issuing banks and
Citibank, N.A. and The Bank of Nova Scotia, as Administrative
Agents (the "Foamex Credit Agreement").
4.30.1(t) - Third Amended and Restated Credit Agreement, dated as of July 30,
1996, among Foamex L.P., General Felt, Trace Foam, FMXI, Citibank,
N.A., The Bank of Nova Scotia, the institutions from time to time
parties thereto as lenders, the institutions parties thereto as
issuing banks and Citibank, N.A. and The Bank of Nova Scotia, as
Administrative Agents (the "Credit Agreement").
4.31(m) - First Amendment to Second Amended and Restated Credit Agreement of
Foamex L.P., dated as of August 19, 1994.
4.32(m) - Second Amendment to Second Amended and Restated Credit Agreement of
Foamex L.P., dated as of November 11, 1994.
4.33(m) - Third Amendment to Second Amended and Restated Credit Agreement of
Foamex L.P., dated as of February 8, 1995.
4.34(p) - Fourth Amendment to Second Amended and Restated Credit Agreement of
Foamex L.P., dated as of June 30, 1995.
4.35(s) - Fifth Amendment to Second Amended and Restated Credit Agreement of
Foamex L.P., dated as of February 27, 1996.
4.36(s) - Letter of Consent to Waiver to the Second Amended and Restated
Foamex L.P. Credit Agreement, dated December 31, 1995.
4.37(s) - Letter of Consent to Waiver to the Second Amended and Restated
Foamex L.P. Credit Agreement, dated January 25, 1996.
4.38(a) - Guaranties, dated November 18, 1993, executed by each of Foamex
L.P., General Felt and Perfect Fit, as guarantor, respectively, in
favor of Citibank, N.A., as Administrative Agent, for the ratable
benefit of the lenders and the issuing banks, guaranteeing the
obligations of one another under the Foamex Credit Agreement.
4.39(a) - Guaranty, dated November 18, 1993, executed by FCC in favor of
Citibank, N.A., as Administrative Agent, for the ratable benefit of
the lenders and the issuing banks, guaranteeing the obligations of
Foamex L.P., General Felt and Perfect Fit under the Foamex Credit
Agreement.
4.40(i) - Amended and Restated Guaranty, dated as of June 28, 1994, executed
by Foamex International in favor of Citibank, N.A. and The Bank of
Nova Scotia, as Administrative Agents, for the ratable benefit of
the lenders and the issuing banks under the Foamex Credit
Agreement.
16
<PAGE>
4.41(s) - First Amendment to Amended and Restated Guaranty, dated June 30,
1995, executed by Foamex International in favor of Citibank, N.A.
and The Bank of Nova Scotia, as Administrative Agents, for the
ratable benefit of the lenders and the issuing banks under the
Foamex Credit Agreement.
4.42(s) - Second Amendment to Amended and Restated Guaranty, dated February
27, 1996, executed by Foamex International in favor of Citibank,
N.A. and The Bank of Nova Scotia, as Administrative Agents, for the
ratable benefit of the lenders and the issuing banks under the
Foamex Credit Agreement.
4.43(a) - Security Agreements, dated November 18, 1993, executed by each of
Foamex L.P., General Felt, Perfect Fit and FCC, respectively, and
Citibank N.A., as Administrative Agent for the lenders and the
issuing banks under the Foamex Credit Agreement.
4.44(i) - Amendatory Agreement, dated as of June 28, 1994, among Foamex L.P.,
General Felt, Perfect Fit, FCC and Citibank, N.A., as collateral
agent under the Foamex Credit Agreement.
4.44.1(t) - Amendatory Agreement, dated as of July 30, 1996, among Foamex L.P.,
General Felt Industries, Inc., Foamex Capital Corporation, and
Citibank N.A., as collateral agent under the Credit Agreement.
4.45(a) - Intercreditor Agreement, dated as of November 18, 1993, by and
between Citibank, N.A., as Administrative Agent under the Credit
Agreement and Shawmut, as trustee under the Foamex L.P. Senior
Secured Note Indenture.
4.46(j) - Amended and Restated Credit Agreement, dated October 5, 1994, by
and among, JPS Automotive Products Corp., JPS Automotive L.P.,
JPSGP Inc., the institutions party thereto as Lenders, the
institutions party thereto as Issuing Banks, and Citibank, N.A. and
The Bank of Nova Scotia (the "JPS Credit Agreement").
4.47(m) - First Amendment to JPS Credit Agreement, dated as of November 11,
1994.
4.48(m) - Second Amendment to JPS Credit Agreement, dated as of February 8,
1995.
4.49(r) - Third Amendment to the JPS Credit Agreement, dated as of February
27, 1996.
4.49.1(u) - Fourth Amendment to the Amended and Restated Credit Agreement of
JPS Automotive, dated as of June 17, 1996.
4.50(a) - Subordinated Promissory Note, dated as of May 6, 1993, in the
original principal amount of $7,014,864 executed by Foamex L.P. to
John Rallis ("Rallis").
4.51(a) - Marely Loan Commitment Agreement, dated as of December 14, 1993, by
and between Foamex International and Marely I.S.A. ("Marely").
4.52(a) - DLJ Loan Commitment Agreement, dated as of December 14, 1993, by
and between Foamex International and DLJ Funding Inc. ("DLJ
Funding").
4.53(p) - Promissory Note, dated July 7, 1995, in the aggregate principal
amount of $4,372,516, executed by Trace International Holdings Inc.
("Trace Holdings") to Foamex L.P.
4.54(s) - Promissory Note, dated December 8, 1995, in the aggregate principal
amount of $2,000,000 executed by Foamex International to Foamex
L.P.
10.1(a) - Registration Rights Agreement, dated as of December 14, 1993, by
and among Foamex International and GBNY and, for certain limited
purposes as set forth therein, Trace Holdings and Trace Foam.
10.2(a) - Registration Rights Agreement, dated as of December 14, 1993, by
and among Foamex International and RFC and, for certain limited
purposes as set forth therein, Trace Holdings and Trace Foam.
10.3(a) - Registration Rights Agreement, dated as of December 14, 1993, by
and between Foamex International and Rallis.
10.4(a) - Registration Rights Agreement, dated as of December 14, 1993, by
and among Foamex International and DLJ Funding and, for certain
limited purposes as set forth therein, Trace Holdings and Trace
Foam.
10.5(a) - Registration Rights Agreement, dated as of December 14, 1993, by
and between Foamex International and FCD Sub, Inc.
10.6(a) - Registration Rights Agreement, dated as of December 14, 1993, by
and among Foamex International and Marely and, for certain limited
purposes as set forth therein, Trace Holdings and Trace Foam.
10.7(a) - Registration Rights Agreement, dated as of December 14, 1993, by
and between Foamex International and Trace Foam.
17
<PAGE>
10.8(a) - Registration Rights Agreement, dated as of December 14, 1993, by
and between Foamex International and Trace Holdings.
10.9(a) - Registration Rights Agreement, dated as of November 18, 1993, by
and among Foamex International and the Investors which are
signatories thereto.
10.10(i) - Warrant Registration Rights Agreement, dated as of June 28, 1994,
by and among Foamex International, DLJ Funding and Smith Barney
Inc.
10.11(i) - Senior Secured Discount Debenture Registration Rights Agreement,
dated as of June 28, 1994, among FJPS, FJCC, Trace Holdings, DLJ
Funding and Smith Barney Inc.
10.12(h) - Warrant Agreement, dated as of June 28, 1994, between Foamex
International and Shawmut Bank.
10.13(b) - Interest Rate and Currency Exchange Agreement, dated as of June 14,
1993, among Foamex L.P., FCC and Salomon Brothers Holdings Company
Inc ("Salomon Holdings").
10.14(m) - Swap Agreement, dated as of March 31, 1994, and amended in November
1994, by and between Foamex L.P. and Citibank, N.A.
10.15(s) - Amended Confirmation Letter Agreement, dated as of February 2,
1996, by and between Foamex L.P. and Citibank, N.A.
10.16(b) - Revised Swap Transaction Letter Agreement, dated as of June 10,
1993, among Foamex L.P., FCC and Salomon Holdings.
10.17(g) - Swap Agreement, dated as of June 30, 1994, by and between JPS
Automotive and Citibank, N.A.
10.18(q) - Revised Swap Transaction Letter Agreement, dated May 11, 1995, by
and among JPS Automotive Products Corp., JPS Automotive, and
Citibank, N.A.
10.19(d) - Reimbursement Agreement, dated as of March 23, 1993, between Trace
Holdings and General Felt.
10.20(d) - Shareholder Agreement, dated December 31, 1992, among Recticel,
s.a. ("Recticel"), Recticel Holding Noord B.V., Foamex L.P.,
Beamech Group Limited, LME-Beamech, Inc., James Brian Blackell and
Prefoam AG relating to foam technology sharing arrangement.
10.21(e) - Asset Transfer Agreement, dated as of October 2, 1990, between
Trace Holdings and Foamex L.P. (the "Trace Holdings Asset Transfer
Agreement").
10.22(e) - First Amendment, dated as of December 19, 1991, to the Trace
Holdings Asset Transfer Agreement.
10.23(e) - Amended and Restated Guaranty, dated as of December 19, 1991, made
by Trace Foam in favor of Foamex L.P.
10.24(e) - Asset Transfer Agreement, dated as of October 2, 1990, between
Recticel Foam Corporation ("RFC") and Foamex L.P. (the "RFC Asset
Transfer Agreement").
10.25(e) - First Amendment, dated as of December 19, 1991, to the RFC Asset
Transfer Agreement.
10.26(e) - Schedule 5.03 to the RFC Asset Transfer Agreement (the "5.03
Protocol").
10.27(d) - The 5.03 Protocol Assumption Agreement, dated as of October 13,
1992, between RFC and Foamex L.P.
10.28(d) - Letter Agreement between Trace Holdings and Recticel regarding the
Recticel guaranty, dated as of July 22, 1992.
10.29(e) - Supply Agreement between Recticel, formerly known as Gechem s.a.,
and Foamex L.P., dated as of August 1, 1991.
10.30(i) - Supply Agreement, dated June 28, 1994, between Foamex L.P. and
Foamex International.
10.31(i) - First Amended and Restated Tax Sharing Agreement, dated as of
December 14, 1993, among Foamex L.P., Trace Foam, FMXI Inc., and
Foamex International.
10.32(i) - Tax Sharing Agreement, dated as of June 28, 1994, among FJPS and
Foamex International.
10.33(d) - Trace Foam Management Agreement between Foamex L.P. and Trace Foam,
dated as of October 13, 1992.
10.34(i) - Affirmation Agreement re: Management Agreement, dated as of
December 14, 1993 between Foamex L.P. and Trace Foam.
10.35(e) - Salaried Incentive Plan of Foamex L.P. and Foamex Canada Inc.,
General Felt, and Perfect Fit.
10.36(e) - Trace Holdings 1987 Nonqualified Stock Option Plan.
10.37(e) - Equity Growth Participation Program.
10.38(e) - Foamex L.P. Salaried Retirement Plan (formerly known as the Foamex
L.P. Products, Inc. Salaried Employee Retirement Plan), as amended,
effective July 1, 1984.
18
<PAGE>
10.39(l) - General Felt Industries, Inc. Retirement Plan for Salaried
Employees, effective as of January 1, 1995.
10.40(e) - Foamex L.P. 401(k) Savings Plan dated January 1, 1989.
10.41(s) - Foamex/GFI 401(k) Savings Plan dated July 1, 1995.
10.42(a) - Foamex International's 1993 Stock Option Plan.
10.43(a) - Foamex International's Non-Employee Director Compensation Plan.
10.44(g) - Hourly Employees' Pension Plan of Products Corp.
10.45(r) - Retirement Pension Plan for Employees of JPS Automotive.
10.46(q) - Savings, Investment and Profit Sharing Plan of JPS Automotive,
dated October 6, 1994.
10.47(q) - First Amendment to Savings, Investment and Profit Sharing Plan of
JPS Automotive, dated July 26, 1995.
10.48(a) - Employment Agreement, dated as of May 6, 1993, by and between
Foamex L.P. and Rallis.
10.49(f) - Employment Agreement, dated as of February 1, 1994, by and between
Foamex L.P. and William H. Bundy.
10.50(s) - Employment Agreement, dated as of June 26, 1995, by and between
Foamex L.P. and Salvatore J. Bonanno.
10.51(j) - Employment Agreement between Foamex International, JPS Automotive
and Jerry Burns.
10.52(o) - Employment Agreement, dated as of August 4, 1994 by and among
Foamex International, JPS Automotive, and Robert Sparks.
10.53(r) - Employment Agreement, dated as of September 1, 1995 by and between
JPS Automotive and Dean Gaskins.
10.54(n) - Bonus Agreement, dated as of May 7, 1993, between Foamex
International and Robert Hay.
10.55(a) - Amended and Restated Put Option Agreement, dated as of December 14,
1993, by and between Trace Holdings and Rallis.
10.56(f) - Stock Purchase Agreement, dated as of December 23, 1993, by and
among Transformacion de Espumas y Fieltros, S. A., the stockholders
which are parties thereto, and Foamex L.P.
10.57(g) - Asset Purchase Agreement, dated as of May 25, 1994, by and among
JPS Automotive, JPS Textile Group, Inc., Foamex International, JPS
Auto Inc. and JPS Converter & Industrial Corp. ("C&I").
10.58(g) - Services Agreement, by and between JPS Automotive and Foamex
International.
10.59(g) - Dunean Reciprocal Easement Agreement, by and between JPS Automotive
and C&I.
10.60(g) - Supply Agreement, by and among Foamex International and certain of
its affiliates and JPS Automotive.
10.61(g) - Tax Sharing Agreement, by and among JPS Automotive and its
partners.
10.62(g) - Financing Agreement, dated as June 4, 1993, by and between
Nationsbank of North Carolina, N.A. and Cramerton Automotive L.P.
("Cramerton"), as amended by the First Amendment and Correction of
Financing Agreement, dated as of April 28, 1994.
10.63(o) - Second Amendment and Correction of Financing Agreement, dated as of
December 28, 1994, by and between Nationsbank of North Carolina,
N.A. and Cramerton.
10.64(r) - Third Amendment to Financing Agreement, dated December 12, 1995, by
and between Nationsbank of North Carolina, N.A. and Cramerton.
10.64.1(u)- Fourth Amendment to Financing Agreement, dated June 14, 1996, by
and between NationsBank of North Carolina, N.A. and Cramerton.
10.65(g) - Amended and Restated Agreement of Limited Partnership of Cramerton
Automotive Products, L.P., dated as of December 2, 1991.
10.66(m) - First Amendment to Amended and Restated Agreement of Limited
Partnership of Cramerton Automotive Products, L.P., dated as of
June 28, 1994.
10.67(m) - Second Amendment to Amended and Restated Agreement of Limited
Partnership of Cramerton Automotive Products, L.P., dated as of
October 5, 1994.
10.68(g) - Stockholders' Agreement, dated as of December 2, 1991, by and among
Cramerton Management Corp., JPS Group and Seiren Co., Ltd. (the
"Stockholders' Agreement").
10.69(m) - First Amendment to Stockholders' Agreement, dated as of June 28,
1994.
19
<PAGE>
10.70(v) - Agreement and Plan of Merger, as amended, dated as of June 11,
1996, by and among PFI Subsidiary, Inc., PFI Acquisition Corp.,
Jody B. Vitale, Perfect Fit, General Felt and Foamex.
- ----------
(a) Incorporated herein by reference to the Exhibit to Foamex
International's Registration Statement on Form S-1, Registration No.
33-69606.
(b) Incorporated herein by reference to the Exhibit to the Registration
Statement of Foamex L.P. and FCC on Form S-4, Registration No.
33-65158.
(c) Incorporated herein by reference to the Exhibit to the Registration
Statement of Foamex L.P., FCC and General Felt on Form S-1,
Registration Nos. 33-60888, 33-60888-01, and 33-60888-02.
(d) Incorporated herein by reference to the Exhibit to the Form 10-K of
Foamex L.P. and FCC for fiscal 1992.
(e) Incorporated herein by reference to the Exhibit to the Registration
Statement of Foamex L.P. and FCC on Form S-1, Registration Nos.
33-49976 and 33-49976-01.
(f) Incorporated herein by reference to the Exhibit to the Form 10-K of
Foamex International for fiscal 1993.
(g) Incorporated herein by reference to the Exhibit to JPS Automotive's
Registration Statement on Form S-1, Registration No. 33-75510.
(h) Incorporated by reference to the Exhibit to the Form 10-Q of Foamex
International for the quarterly period ended July 3, 1994.
(i) Incorporated herein by reference to the Exhibit to the Registration
Statement of FJPS, FJCC and Foamex International on Form S-4,
Registration No. 33-82028.
(j) Incorporated herein by reference to the Exhibit to the quarterly
report on Form 10-Q of JPS Automotive L.P. and JPS Automotive Products
Corp. for the fiscal quarter ended October 2, 1994.
(k) Incorporated herein by reference to the Exhibit to the quarterly
report on Form 10-Q of Foamex L.P. and Foamex Capital Corporation, and
General Felt Industries, Inc. for the fiscal quarter ended October 2,
1994.
(l) Incorporated herein by reference to the Exhibit to the Registration
Statement of Foamex International on Form S-3, Registration No.
33-85488.
(m) Incorporated herein by reference to the Exhibit to the Form 10-K of
Foamex International for fiscal 1994.
(n) Incorporated herein by reference to the Exhibit to the Form 10-K of
Foamex L.P. for fiscal 1994.
(o) Incorporated herein by reference to the Exhibit to the Form 10-K of
JPS Automotive for fiscal 1994.
(p) Incorporated herein by reference to the Exhibit to the Form 10-Q of
Foamex L.P. for the quarterly period ended July 2, 1995.
(q) Incorporated herein by reference to the Exhibit to the Form 10-Q of
JPS Automotive for the quarterly period ended July 2, 1995.
(r) Incorporated herein by reference to the Exhibit to the Form 10-K of
JPS Automotive for fiscal year 1995.
20
<PAGE>
(s) Incorporated herein by reference to the Exhibit to the Form 10-K of
Foamex L.P. for fiscal year 1995.
(t) Incorporated herein by reference to the Exhibit to the Form 10-Q of
Foamex L.P. for the quarterly period ended June 30, 1996.
(u) Incorporated herein by reference to the Exhibit to the Form 10-Q of
JPS Automotive L.P. for the quarterly period ended June 30, 1996.
(v) Incorporated herein by reference to the Exhibit to the Form 10-Q of
Foamex L.P. reporting an event which occurred on June 11, 1996.
Certain instruments defining the rights of security holders have
been excluded herefrom in accordance with Item 601(b)(4)(iii) of Regulation S-K.
The Registrant hereby agrees to furnish a copy of any such instrument to the
Commission upon request.
(b) FJPS filed the following current reports on Form 8-K:
Form 8-K reporting an event that occurred on June 11, 1996
(execution of Perfect Fit Merger Agreement).
Form 8-K reporting an event that occurred on August 1, 1996 (sale
of Perfect Fit including pro forma financial information).
21
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
FOAMEX-JPS AUTOMOTIVE L.P.
By: FJGP Inc.
General Partner
Date: August 14, 1996 By: /s/ Kenneth R. Fuette
----------------------------
Kenneth R. Fuette
Chief Financial Officer and
Chief Accounting Officer
FOAMEX-JPS CAPITAL CORPORATION
Date: August 14, 1996 By: /s/ Kenneth R. Fuette
---------------------------
Kenneth R. Fuette
Chief Financial Officer and
Chief Accounting Officer
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