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 March 31, 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 May 1, 1996 was 1,000.
Page 1 of 19
Exhibit List on Page 12 of 19
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FOAMEX-JPS AUTOMOTIVE L.P.
FOAMEX-JPS CAPITAL CORPORATION
INDEX
<TABLE>
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Page
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Part I.Financial Information:
Item 1. Financial Statements
Foamex-JPS Automotive L.P.
Condensed Consolidated Balance Sheets as of March 31, 1996 and December 31, 1995 3
Condensed Consolidated Statements of Operations - Thirteen Week Periods
Ended March 31, 1996 and April 2, 1995 4
Condensed Consolidated Statements of Cash Flows - Thirteen Week Periods
Ended March 31, 1996 and April 2, 1995 5
Notes to Condensed Consolidated Financial Statements 6
Foamex-JPS Capital Corporation
Balance Sheets as of March 31, 1996 and December 31, 1995 8
Notes to Balance Sheets 9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
Part IIOther Information 12
Exhibit List 12
Signatures 20
</TABLE>
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
March 31, December 31,
1996 1995
----------- ----------
(thousands)
ASSETS
CASH $ 2 $ 2
INVESTMENT IN UNCONSOLIDATED
LIMITED PARTNERSHIPS 155,970 141,298
DEBT ISSUANCE COSTS, NET 3,984 4,067
-------- --------
TOTAL ASSETS $159,956 $145,367
======== ========
LIABILITIES AND PARTNERS' EQUITY
INTERCOMPANY PAYABLE $ 59 $ 58
LONG-TERM DEBT - EQUITY AFFILIATE 46,227 44,444
LONG-TERM DEBT 72,928 70,381
-------- --------
TOTAL LIABILITIES 119,214 114,883
-------- --------
COMMITMENTS AND CONTINGENCIES - -
-------- --------
PARTNERS' EQUITY:
General partner 508 410
Limited partner 54,474 44,382
Other (14,240) (14,308)
------- --------
Total Partners' Equity 40,742 30,484
-------- --------
TOTAL LIABILITIES AND PARTNERS' EQUITY $159,956 $145,367
======== ========
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)
13 Week Periods Ended
-------------------------
March 31, April 2,
1996 1995
--------- -------
(thousands)
INTEREST AND DEBT ISSUANCE EXPENSE $ 2,666 $ 2,308
OTHER EXPENSE - 2
------- -------
LOSS BEFORE EQUITY IN EARNINGS OF
UNCONSOLIDATED LIMITED PARTNERSHIPS (2,666) (2,310)
EQUITY IN EARNINGS OF UNCONSOLIDATED
LIMITED PARTNERSHIPS 12,896 11,126
------- -------
NET INCOME $10,230 $ 8,816
======= =======
The accompanying notes are an integral part of the condensed
consolidated financial statements.
4
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FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
<TABLE>
<CAPTION>
13 Week Periods Ended
--------------------------
March 31, April 2,
1996 1995
----------- -------
(thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 10,230 $ 8,816
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of debt issuance costs and debt discount 2,666 2,308
Equity in earnings of unconsolidated limited partnerships (12,896) (11,126)
Change in other assets and liabilities, net - 2
---------- -----------
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 March 31, 1996 and the condensed
consolidated statements of operations and cash flows for the thirteen week
periods ended March 31, 1996 and April 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 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). Foamex
International is continuing to evaluate the possible sale of these business
segments; however, no definitive commitment has been reached. There can be no
assurance that Foamex International will be able to successfully sell these
business segments or as to the price or terms of any sale. The consolidated
financial statements of FJPS do not include any adjustments that might result
from any sale.
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 L.P.'s condensed consolidated financial statements and
notes thereto as set forth in their respective Form 10-Q's for the thirteen week
period ended March 31, 1996 as filed with the Securities and Exchange
Commission.
FJPS's 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 L.P. 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 L.P. (99%) as of March 31, 1996 and December 31, 1995
and for the thirteen week periods ended March 31, 1996 and April 2, 1995.
March 31, 1996 Foamex L.P.(1) JPS Automotive L.P. Combined
-------------- ------------------- ----------
(thousands)
Current assets $279,072 $ 70,749 $349,821
Noncurrent assets 353,956 287,945 641,901
Current liabilities 175,352 39,714 215,066
Noncurrent liabilities 462,413 204,005 666,418
Minority interest - 7,549 7,549
Note receivable from partner 46,227 - 46,227
6
<PAGE>
FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
2. SUMMARIZED FINANCIAL INFORMATION OF EQUITY AFFILIATES (continued)
December 31, 1995 Foamex L.P.(1) JPS Automotive L.P. Combined
-------------- ------------------- ----------
Current assets $257,451 $ 68,649 $326,100
Noncurrent assets 359,561 291,301 650,862
Current liabilities 169,053 38,126 207,179
Noncurrent liabilities 460,519 208,462 668,981
Minority interest -- 7,247 7,247
Note receivable from partner 44,444 -- 44,444
March 31, 1996
Net sales 243,599 74,919 318,518
Gross profit 40,281 12,489 52,770
Net income 11,835 1,311 13,146
April 2, 1995
Net sales 242,194 87,624 329,818
Gross profit 36,937 15,778 52,715
Net income 7,358 3,955 11,313
(1) In April 1996, Foamex International Inc. ("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.
3. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
13 Week Periods Ended
-------------------------
March 31, April 2,
1996 1995
----------- -------
(thousands)
Noncash items:
Accretion on the FJPS Note $ 1,747 $1,522
Debt issuance costs paid by partner - 203
7
<PAGE>
FOAMEX - JPS CAPITAL CORPORATION
(A Wholly-Owned Subsidiary of Foamex - JPS Automotive L.P.)
Balance Sheets (unaudited)
March 31, 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.
8
<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
$72.9 million senior secured discount debentures due 2004, (net of unamortized
debt discount of $43.8 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.
9
<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). Foamex
International is continuing to evaluate the possible sale of these business
segments; however, no definitive commitment has been reached. There can be no
assurance that Foamex International will be able to successfully sell these
business segments or as to the price or terms of any sale. The consolidated
financial statements of FJPS do not include any adjustments that might result
from any sale.
Results of Operations
13 Week Period Ended March 31, 1996 Compared to 13 Week Period Ended
April 2, 1995
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 week period ended March 31, 1996 as filed with
the Securities and Exchange Commission.
Foamex L.P.
In October 1995, the Board of Directors of Foamex International also
approved an operational plan to improve the profitability of Foamex L.P.'s foam
products segment. The operational plan consists of (i) reducing layers of
management through organizational realignment, (ii) the consolidation of
thirteen foam production, fabrication or branch locations, (iii) implementing
additional procedures to reduce manufacturing costs, including process redesign
to eliminate non-value added operations, (iv) reducing selling, general and
administrative expenses through cost containment and (v) reducing inventory
levels through improved forecasting and the effect of the plant consolidations.
The operational plan and other actions are expected to result in estimated
annualized savings in excess of $50.0 million, with expected savings in 1996 in
excess of $30.0 million of which it is estimated that Foamex L.P. realized
approximately $4.4 million of savings under the operational plan during the
first quarter of 1996. The consolidation of the thirteen foam production,
fabrication or branch locations (referred to above) and the closure of two
manufacturing facilities in the home comfort products segment are collectively
referred to herein as the restructuring plan. As of March 31, 1996, Foamex L.P.
has closed twelve locations included in the restructuring plan and it is
expected that the restructuring plan will be substantially completed within one
year. There can be no assurance that Foamex L.P. will be able to successfully
implement the foregoing.(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.
10
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
Net sales for 1996 were $243.6 million as compared to $242.2 million in
1995. The $1.4 million or 0.6% increase in net sales was primarily due to an
increase in the home comfort products segment's net sales. Gross profit as a
percentage of net sales for 1996 increased to 16.5% from 15.3% in 1995 primarily
due to selling price increases and improved material and production efficiencies
in the foam products segment. Income from operations increased to $23.7 million
for 1996 from $20.5 million in 1995 primarily due to improved gross profit
margins as discussed above. Selling, general and administrative expenses
remained fairly consistent at $16.6 million for 1996 as compared to $16.4
million in 1995. Net income increased to $11.8 million for 1996 from $7.4
million in 1995 primarily due to the reasons cited above and a decrease in
interest and debt issuance expense of $0.7 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.
Operating results in 1996 are expected 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 and the closure of two manufacturing
facilities in the home comfort products segment, (iii) the potential reduction
of long-term debt with substantially all of the proceeds from the possible 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)
JPS Automotive L.P.
Net sales for 1996 were $74.9 million as compared to $87.6 million in
1995. The $12.7 million or 14.5% decrease in net sales was primarily due to (i)
reduced production of automobile and light truck builds in 1996 as compared to
1995 and (ii) the General Motors Corp. parts supplier labor strike during the
first quarter of 1996 which is estimated to have decreased net sales by
approximately $4.0 million. Gross profit as a percentage of net sales decreased
to 16.7% for 1996 as compared to 18.0% in 1995. The decrease was primarily due
to under utilization of manufacturing capacities as a result of the reduced net
sales volume. Selling, general and administrative expenses decreased to $5.4
million for 1996 from $5.7 million in 1995; however, increased as a percentage
of net sales 7.2% for 1996 from 6.5% in 1995. These changes were primarily due
to the reduction in net sales volume. Interest and debt issuance expense
decreased to $5.4 million for 1996 from $5.9 million in 1995 primarily due to
favorable results from the interest rate swap agreement. Net income decreased to
$1.3 million for 1996 from $4.0 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 L.P. 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 thirteen week period ended March 31, 1996, FJPS did not receive any
distributions from Foamex L.P. or JPS Automotive.
(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.
11
<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.
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.
4.4(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.
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.
12
<PAGE>
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.
4.18(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 7/8% 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.
4.22(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.
13
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4.27(g) - Indenture, between Products Corp. and Shawmut Connecticut, as
Trustee, relating to $180,000,000 principal amount of 11 1/8%
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(p) - Commitment letter, dated July 18, 1995, 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").
4.31(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.
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.
4.45(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.
14
<PAGE>
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.
4.50(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.
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.
15
<PAGE>
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.
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.
16
<PAGE>
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.
10.65(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.
- -------------
(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.
17
<PAGE>
(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.
(s) Incorporated herein by reference to the Exhibit to the Form 10-K of
Foamex L.P. for fiscal year 1995.
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:
None.
18
<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: May 9, 1996 By: /s/ Kenneth R. Fuette
----------------------------
Kenneth R. Fuette
Chief Financial Officer and
Chief Accounting Officer
FOAMEX-JPS CAPITAL CORPORATION
Date: May 9, 1996 By: /s/ Kenneth R. Fuette
----------------------------
Kenneth R. Fuette
Chief Financial Officer and
Chief Accounting Officer
19
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