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 September 29, 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 November 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
September 29, 1996 and December 31, 1995 3
Condensed Consolidated Statements of Operations -
Thirteen Week and Thirty-Nine Week Periods Ended
September 29, 1996 and October 1, 1995 4
Condensed Consolidated Statements of Cash Flows -
Thirty-Nine Week Periods Ended September 29, 1996 and
October 1, 1995 5
Notes to Condensed Consolidated Financial Statements 6
Foamex-JPS Capital Corporation
Balance Sheets as of September 29, 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>
September 29, December 31,
1996 1995
(thousands)
ASSETS
<S> <C> <C>
CASH $ 2 $ 2
OTHER CURRENT ASSETS 3 --
INVESTMENT IN UNCONSOLIDATED
LIMITED PARTNERSHIPS 36,643 141,298
DEBT ISSUANCE COSTS, NET 3,814 4,067
--------- ---------
TOTAL ASSETS $ 40,462 $ 145,367
========= =========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
INTERCOMPANY PAYABLE $ 75 $ 58
LONG-TERM DEBT - EQUITY AFFILIATE 49,854 44,444
LONG-TERM DEBT 78,178 70,381
--------- ---------
TOTAL LIABILITIES 128,107 114,883
--------- ---------
COMMITMENTS AND CONTINGENCIES -- --
--------- ---------
PARTNERS' EQUITY (DEFICIT):
General partner (771) 410
Limited partner (72,567) 44,382
Other (14,307) (14,308)
--------- ---------
Total Partners' Equity (Deficit) (87,645) 30,484
--------- ---------
TOTAL LIABILITIES AND PARTNERS' EQUITY (DEFICIT) $ 40,462 $ 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 39 Week Periods Ended
September 29, October 1, September 29, October 1,
1996 1995 1996 1995
(thousands)
<S> <C> <C> <C> <C>
INTEREST AND DEBT ISSUANCE EXPENSE $ 2,455 $ 2,117 $ 7,045 $ 5,987
OTHER EXPENSE 2 16 14 20
--------- --------- --------- ---------
LOSS BEFORE EQUITY IN EARNINGS OF
UNCONSOLIDATED LIMITED PARTNERSHIPS (2,457) (2,132) (7,059) (6,007)
EQUITY IN EARNINGS OF UNCONSOLIDATED
LIMITED PARTNERSHIPS 11,216 5,110 33,919 19,137
--------- --------- --------- ---------
INCOME FROM CONTINUING OPERATIONS 8,759 2,978 26,860 13,130
--------- --------- --------- ---------
DISCONTINUED OPERATIONS:
OPERATING LOSS FROM DISCONTINUED
OPERATIONS (373) (355) (1,114) (1,096)
EQUITY IN INCOME (LOSS) FROM
DISCONTINUED OPERATIONS (104,541) 476 (139,740) 7,694
--------- --------- --------- ---------
INCOME (LOSS) FROM DISCONTINUED
OPERATIONS (104,914) 121 (140,854) 6,598
--------- --------- --------- ---------
INCOME (LOSS) BEFORE EXTRAORDINARY
LOSS (96,155) 3,099 (113,994) 19,728
EQUITY IN EXTRAORDINARY LOSS ON
EARLY EXTINGUISHMENT OF DEBT (659) -- (659) --
--------- --------- --------- ---------
NET INCOME (LOSS) $ (96,814) $ 3,099 $(114,653) $ 19,728
========= ========= ========= =========
</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>
39 Week Periods Ended
September 29, October 1,
1996 1995
(thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $(114,653) $ 19,728
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of debt issuance costs and debt discount 8,159 7,083
Equity in earnings of unconsolidated limited partnerships (33,919) (19,137)
Equity in (income) loss from discontinued operations 139,740 (7,694)
Equity in extraordinary loss 659 --
Change in other assets and liabilities, net 14 20
--------- ---------
Net cash provided by operating activities -- --
--------- ---------
INVESTING ACTIVITIES:
Cash distributions from unconsolidated subsidiaries 3,477 2,329
--------- ---------
Net cash provided by investing activities 3,477 2,329
--------- ---------
FINANCING ACTIVITIES:
Cash distributions to partners (3,477) (2,329)
--------- ---------
Net cash used for financing activities (3,477) (2,329)
--------- ---------
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 and restated
for discontinued operations (see Note 2 below). The condensed consolidated
balance sheet as of September 29, 1996, the condensed consolidated statements of
operations for the thirteen and thirty-nine week periods ended September 29,
1996 and October 1, 1995, and the condensed consolidated statements of cash
flows for the thirty-nine week periods ended September 29, 1996 and October 1,
1995 have been prepared by Foamex-JPS Automotive L.P. and subsidiary ("FJPS")
and have not been audited by FJPS's independent accountants. Also, the condensed
consolidated statements of operations for the thirteen week and thirty-nine week
periods ended October 1, 1995 and the condensed consolidated statement of cash
flows for the thirty-nine week period ended October 1, 1995 have been restated
for discontinued operations (see Note 2 below). 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.
On August 28, 1996, FJPS entered into an agreement to sell its partnership
interests in JPS Automotive L.P. ("JPS Automotive") to a subsidiary of Collins &
Aikman Corporation. On August 1, 1996, Foamex L.P. consummated the sale of the
outstanding common stock of Perfect Fit Industries, Inc. ("Perfect Fit").
Accordingly, the accompanying condensed consolidated financial statements
reflects JPS Automotive and Perfect Fit as discontinued operations. See Note 2
below for further discussion.
Certain information and note disclosures normally included in the 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 its respective Form 10-Q for the quarterly period ended September
29, 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. DISCONTINUED OPERATIONS
On August 28, 1996, FJPS entered into an agreement to sell its partnership
interests in JPS Automotive to a subsidiary of Collins & Aikman Corporation for
$220.0 million, subject to final adjustments, which includes the assumption of
JPS Automotive's long-term debt. FJPS has recorded a loss on disposal of
discontinued operations of approximately $99.1 million including equity of
earnings of unconsolidated limited partnership of $0.1 million for the thirty-
nine week period ended September 29, 1996 relating to the sale of JPS
Automotive. For the thirty-nine week period ended October 1, 1995, the equity in
income from discontinued operations amounted to approximately $8.3 million. FJPS
expects the sale of JPS Automotive to be consummated prior to December 29, 1996.
6
<PAGE>
FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
2. DISCONTINUED OPERATIONS (continued)
On August 1, 1996, Foamex L.P. completed the sale of the outstanding common
stock of Perfect Fit, a wholly-owned subsidiary of Foamex L.P., for an adjusted
sale price of approximately $45.4 million, subject to post-closing adjustments.
Foamex L.P. has recorded a loss on disposal of discontinued operations of
approximately $41.5 million including equity in loss of unconsolidated limited
partnership of approximately $1.0 million for the thirty-nine week period ended
September 29, 1996 relating to the sale of Perfect Fit. Foamex L.P. provided a
valuation allowance for the capital loss relating to the sale of Perfect Fit
since it expects that its future capital gain taxable income will more likely
not be sufficient to fully recognize the deferred tax asset relating to the
capital loss carryforward.
7
<PAGE>
FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
3. SUMMARIZED FINANCIAL INFORMATION OF EQUITY AFFILIATE
The following table presents summarized financial information of Foamex L.P.
(98% owned) which is accounted for by the equity method as of September 29, 1996
and December 31, 1995 and for the thirteen and thirty-nine week periods ended
September 29, 1996 and October 1, 1995.
Foamex L.P.(1) September 29, December 31,
1996 1995
(thousands)
Current assets $303,298 $226,274
Noncurrent assets 289,623 381,541
Current liabilities 184,111 159,856
Noncurrent liabilities 432,853 460,519
Note receivable from partner 49,854 44,444
8
<PAGE>
FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
3. SUMMARIZED FINANCIAL INFORMATION OF EQUITY AFFILIATE (continued)
Thirteen Week Period Ended: September 29, October 1,
1996 1995
Net sales $ 236,766 $ 217,036
Gross profit 39,960 30,809
Income from continuing operations 11,445 5,214
Loss from discontinued operations (1,989) (142)
Net income 8,784 5,072
Thirty-Nine Week Period Ended:
Net sales $ 696,344 $ 651,928
Gross profit 114,158 96,671
Income from continuing operations 34,611 19,528
Loss from discontinued operations (41,516) (640)
Net income (loss) (7,577) 18,888
(1) In April 1996, Foamex International Inc. 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, accordingly, the condensed consolidated financial
information presented above has been restated for discontinued operations and
includes the net loss associated with the sale of Perfect Fit.
4. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
39 Week Periods Ended
September 29, October 1,
1996 1995
(thousands)
Noncash items:
Accretion on the FJPS Note $5,410 $4,661
Debt issuance costs paid by partner -- 190
Accrued debt issuance costs -- 13
9
<PAGE>
FOAMEX - JPS CAPITAL CORPORATION
(A Wholly-Owned Subsidiary of Foamex - JPS Automotive L.P.)
Balance Sheets (unaudited)
September 29, December 31,
ASSETS 1996 1995
(thousands)
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
====== ======
The accompanying notes are an integral part of the
balance sheets.
10
<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
$78.2 million senior secured discount debentures due 2004, (net of unamortized
debt discount of $38.5 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.
11
<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 on the senior secured
discount debentures due 2004 (the "Discount Debentures"). 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.
On August 28, 1996, FJPS entered into an agreement to sell its partnership
interests in JPS Automotive L.P. ("JPS Automotive") to a subsidiary of Collins &
Aikman Corporation. FJPS expects the sale of JPS Automotive to be consummated
prior to December 29, 1996. On August 1, 1996, Foamex L.P. consummated the sale
of the outstanding common stock of Perfect Fit Industries, Inc. ("Perfect Fit").
Accordingly, the accompanying condensed consolidated financial statements
reflects JPS Automotive and Perfect Fit as discontinued operations. See Note 2
to the condensed consolidated financial statements for further discussion.
Results of Operations
The following is a summarized discussion of Foamex L.P.'s results of
operations. For further information regarding Foamex L.P., reference is made to
the Form 10-Q's of Foamex L.P. for the thirteen and thirty-nine week periods
ended September 29, 1996 as filed with the Securities and Exchange Commission.
13 Week Period Ended September 29, 1996 Compared to 13 Week Period Ended
October 1, 1995
Foamex L.P.
Net sales for 1996 were $236.8 million as compared to $217.0 million in 1995,
an increase of $19.8 million or 9.1%. Carpet cushion net sales for 1996
increased 13.4% to $77.0 million from $67.9 million in 1995 primarily due to
increased selling prices late in the second quarter of 1996, as well as
increased shipments of certain carpet cushion products. Cushioning foam net
sales for 1996 increased 4.5% to $86.0 million from $82.3 million in 1995
primarily due to an increase in net sales volume from both new and existing
customers of bedding related products, as well as increased selling prices
initiated at the beginning of 1996. Automotive foam net sales for 1996 increased
8.5% to $55.9 million from $51.5 million in 1995 primarily due to a continued
increase in net sales of tri-laminates and composite headliners and increased
selling prices initiated at the beginning of 1996. Technical foam net sales for
1996 increased 17.0% to $17.9 million from $15.3 million in 1995 primarily due
to increased selling prices and increased net sales volume.
Gross profit as a percentage of net sales increased to 16.9% for 1996 from
14.2% 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 $24.9 million for 1996 from $16.9 million
in 1995 primarily due to improved gross profit margins as discussed above offset
by an increase of $1.2 million in selling, general and administrative expenses
for 1996. The increase in selling, general and administrative expenses is
primarily due to increases associated with management realignment under the
operational plan offset by reductions in salary, professional and travel costs.
Income from continuing operations increased to $11.4 million for 1996 from
$5.2 million in 1995 primarily due to reasons cited above. The increase in
interest and debt issuance expense is primarily due to (i) the inclusion in 1996
continuing operations of interest expense on the $29.8 million of public debt
that Foamex L.P. has offered to redeem; whereas for the 1995 period, this
interest expense was allocated to discontinued operations (ii) offset by
favorable results from interest rate swap agreements.
The loss from discontinued operations totaling $2.0 million for 1996 is the
result of the sale of Perfect Fit which was completed on August 1, 1996.
The extraordinary loss on early extinguishment of debt of $0.7 million
relates to the write-off of debt issuance costs associated with the early
extinguishment of $12.0 million of bank term loan borrowings.
Operating results for 1996 are expected to be influenced by various internal
and external factors. These factors include, among other things, (i) the
implementation of an operational plan to improve the profitability of the foam
products segment, (ii) the completion of the consolidation of thirteen foam
production, fabrication or branch locations, (iii) the potential reduction of
long-term debt with substantially all of the proceeds from the sale of the home
comfort products segment, (iv) additional raw material price increases, if any,
by Foamex L.P.'s chemical suppliers and (v) Foamex L.P.'s success in passing on
selling price increases to recover previous raw material cost increases.(1)
(1) This paragraph contains forward-looking statements and should be read in
conjunction with the discussion regarding forward-looking statements set
forth on Page 5 of Foamex L.P.'s Annual Report on Form 10-K.
13
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
39 Week Period Ended September 29, 1996 Compared to 39 Week Period Ended
October 1, 1995
Foamex L.P.
Net sales for 1996 were $696.3 million as compared to $651.9 million in 1995
for an increase of $44.4 million or 6.8%. Carpet cushion net sales for 1996
increased 4.7% to $217.2 million from $207.5 million in 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 7.6% to $252.0 million from $234.2 million in 1995 primarily
due to increased net sales volume from both new and existing customers of
bedding related products, increased selling prices initiated at the beginning of
1996 and the April 1995 acquisition of a company which manufactures cushioning
products. Automotive foam net sales for 1996 increased 8.0% to $175.2 million
from $162.2 million in 1995 primarily due to a continued increase in net sales
of tri-laminates and composite headliners and increased selling prices initiated
at the beginning of 1996. Technical foam net sales for 1996 increased 8.1% to
$51.9 million from $48.0 million in 1995 primarily due to increased selling
prices and increased net sales volume.
Gross profit as a percentage of net sales increased to 16.4% for 1996 from
14.8% in 1995 primarily due to selling price increases and improved material and
production efficiencies.
Income from operations increased to $72.0 million for 1996 from $55.6 million
in 1995 primarily due to improved gross profit margins as discussed above offset
by an increase of $1.1 in selling, general and administrative expenses. The
increase in selling, general and administrative expenses is primarily due to
increases associated with management realignment under the operational plan
offset by reductions in salary, professional and travel costs.
Income from continuing operations increased to $34.6 million for 1996 from
$19.5 million in 1995 primarily due to the reasons cited above and a decrease in
interest and debt issuance expense of $1.7 million. The decrease in interest and
debt issuance expense was primarily due to favorable results from interest rate
swap agreements offset by the inclusion in 1996 continuing operations of
interest expense on the $29.8 million of public debt that Foamex L.P. has
offered to redeem; whereas for the 1995 period, this interest expense was
allocated to discontinued operations.
The loss from discontinued operations totaling $41.5 million for 1996 is the
result of the sale of Perfect Fit which was completed on August 1, 1996 and the
operating losses of Perfect Fit for the periods presented.
The extraordinary loss on early extinguishment of debt of $0.7 million
relates to the write-off of debt issuance costs associated with the early
extinguishment of $12.0 million of bank term loan borrowings.
Operating results for 1996 are expected to be influenced by various internal
and external factors. These factors include, among other things, (i) the
implementation of an operational plan to improve the profitability of the foam
products segment, (ii) the completion of the consolidation of thirteen foam
production, fabrication or branch locations, (iii) the potential reduction of
long-term debt with substantially all of the proceeds from the sale of the home
comfort products segment, (iv) additional raw material price increases, if any,
by Foamex L.P.'s chemical suppliers and (v) Foamex L.P.'s success in passing on
selling price increases to recover previous raw material cost increases.(1)
(1) This paragraph contains forward-looking statements and should be read in
conjunction with the discussion regarding forward-looking statements set
forth on Page 5 of Foamex L.P.'s Annual Report on Form 10-K.
14
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
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 Foamex L.P. or
from its partners, Foamex International and FJGP Inc. Foamex L.P. is subject to
significant contractual restrictions on its 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. During the thirty-nine week period
ended September 29, 1996, FJPS received $3.5 million of distributions from
Foamex L.P. and paid $3.5 million of distributions to its partners.
15
<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 Reports on Form 10-Q
for the fiscal quarters ended March 31, 1996 and June 30, 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.
In connection with the sale of JPS Automotive, on October 7, 1996, FJPS
and Foamex-JPS Capital Corporation, a subsidiary of FJPS ("FJCC"),
solicited from the holders of their Discount Debentures a waiver of
certain provisions of the indenture pursuant to which the Discount
Debentures were issued. As of October 23, 1996, FJPS and FJCC had
received waivers from holders of 100% of the outstanding principal
amount of Discount Debentures.
In addition, on September 23, 1996, Foamex L.P. offered to redeem
approximately $29.8 million of its publicly held notes and debentures at
101% of the principal amount from the remaining proceeds of the sale of
Perfect Fit. As of October 31, 1996, Foamex L.P. received acceptances of
the offer to redeem from holders of its publicly held notes and
debentures representing $11.0 million of offers for redemption. On
November 8, 1996, Foamex L.P. issued a supplemental offer to redeem the
remaining portion of the $29.8 million principal amount.
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
Foamex among Foamex L.P. and Foamex Capital Corporation, as Issuers,
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.
16
<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 117/8% 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 withdrawi ngguarantor, and Fleet National Bank, as Trustee,
relating to the Subordinated Debentures.
17
<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 111/8% 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.
18
<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.
19
<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.
20
<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.
21
<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.
22
<PAGE>
(r) Incorporated herein by reference to the Exhibit to the Form 10-K of
JPS Automotive for fiscal year 1995.
(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).
23
<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: November 11, 1996 By: /s/ Kenneth R. Fuette
-----------------------
Kenneth R. Fuette
Chief Financial Officer and
Chief Accounting Officer
FOAMEX-JPS CAPITAL CORPORATION
Date: November 11, 1996 By: /s/ Kenneth R. Fuette
----------------------
Kenneth R. Fuette
Chief Financial Officer and
Chief Accounting Officer
24
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