<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: August 1, 1996
Foamex-JPS Automotive L.P.
Foamex-JPS Capital Corporation
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(Exact Name of Registrant as specified in its Charter)
Delaware 33-82028 13-3770906
Delaware 33-82028-01 13-3770901
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of corporation) Identification No.)
1000 Columbia Avenue
Linwood, PA 19061
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code:
(610) 859-3000
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n/a
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On June 11, 1996, PFI Subsidiary, Inc. ("Newco"), PFI Acquisition Corp.
("PFI Acquisition"), Jody B. Vitale, Perfect Fit Industries, Inc., a
wholly-owned subsidiary of General Felt Industries, Inc. ("Perfect Fit"),
General Felt Industries, Inc., a wholly-owned subsidiary of Foamex L.P.
("General Felt"), and Foamex L.P., a 98% owned equity investee of Foamex-JPS
Automotive L.P. ("FJPS"), entered into an Agreement and Plan of Merger, as
amended, (the "Agreement") pursuant to which PFI Acquisition would acquire all
of the outstanding shares of capital stock of Perfect Fit through the merger of
Newco with and into Perfect Fit.
On August 1, 1996 (the "Closing Date"), Newco was merged into Perfect Fit
and PFI Acquisition acquired all of the outstanding stock of Perfect Fit. Also,
on or prior to the Closing Date, (1) Perfect Fit distributed certain assets to
General Felt and Foamex L.P. and General Felt assumed certain liabilities of
Perfect Fit and (2) Foamex L.P. contributed Perfect Fit's intercompany loan and
accrued interest thereon of approximately $75.4 million to General Felt which in
turn contributed the same to Perfect Fit.
In accordance with the Agreement, on the Closing Date, PFI Acquisition paid
General Felt $45.4 million ("Purchase Price") in cash consideration for the
merger. In addition, Perfect Fit made approximately $2.0 million of payments
against its intercompany loan with Foamex L.P. The Agreement provides that the
Purchase Price is subject to adjustment for changes in the net assets, as
defined, of Perfect Fit. Such adjustment to the Purchase Price will be
determined after completion of a closing balance sheet of Perfect Fit as of the
Closing Date, and pursuant to the Agreement, any unresolved dispute concerning
an adjustment to the Purchase Price will be subject to binding arbitration.
In the Agreement, Foamex L.P. and certain of its subsiaries ("Foamex") made
various representations and warranties as to Perfect Fit, and Foamex has agreed
to indemnify PFI Acquisition for any breaches thereof. Such indemnification
provisions cover, among other matters, breaches of agreements and covenants of
Foamex contained in the Agreement and certain other agreements and certain
liabilities arising from environmental and other matters. Pursuant to the
Agreement, Foamex International Inc. and its affiliates agreed not to compete
with Perfect Fit for a period of three years from the Closing Date.
On the Closing Date, Foamex entered into an agreeent relating to the sale
of products to Perfect Fit.
On the Closing Date, Foamex repaid $12.0 million of outstanding bank term
loan borrowings. Also, Foamex intends to use the remaining net proceeds to
offer to redeem the Foamex L.P. 9 1/2% Senior Secured Notes due 2000 (the
"Senior Secured Notes").
Item 5. Other Events
None.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma and Restated Historical Financial Information
The following pro forma and restated historical condensed consolidated
financial statements filed with this report:
Pro forma condensed consolidated balance sheet as of March 31, 1996
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Historical condensed consolidated statements of operations
restated for discontinued operations:
o Year ended December 31, 1995
o Thirteen weeks ended March 31, 1996
The pro forma condensed consolidated balance sheet of FJPS as of
March 31, 1996 reflects the financial position of FJPS after giving
effect to the disposition of the net assets of Perfect Fit as discussed
in Item 2 and assumes the disposition took place on March 31, 1996.
Such pro forma financial statements also include the effects of the
repayment of $12.0 million of bank term loan borrowings of Foamex L.P.
and the redemption of approximately $31.1 million Senior Secured Notes
at a redemption price of 101% of face value. The historical condensed
consolidated statements of operations for the year ended December 31,
1995 and the thirteen weeks ended March 31, 1996 have been restated to
reflect discontinued operations associated with the sale of Perfect
Fit. The unaudited pro forma financial statements are presented for
informational purposes only and do not purport to be indicative of
FJPS's results of operations for the periods presented that would have
actually resulted had the transactions occurred at the beginning of
such periods, or FJPS's results of operations for any future period.
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FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (unaudited)
as of March 31, 1996
<TABLE>
<CAPTION>
Pro Forma
ASSETS FJPS (1) Adjustments(2) Total
--------- -------------- --------
(thousands)
<S> <C> <C> <C>
CASH $ 2 $ - $ 2
INVESTMENT IN UNCONSOLIDATED
LIMITED PARTNERSHIPS 155,970 (41,550) 114,420
DEBT ISSUANCE COSTS, NET 3,984 - 3,984
OTHER ASSETS - - -
-------- -------- --------
TOTAL ASSETS $159,956 $(41,550) $118,406
======== ======== ========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
INTERCOMPANY PAYABLE $ 59 $ - $ 59
LONG-TERM DEBT - EQUITY AFFILIATE 46,227 - 46,227
LONG-TERM DEBT 72,928 - 72,928
-------- -------- --------
TOTAL LIABILITIES 119,214 - 119,214
-------- -------- --------
COMMITMENTS AND CONTINGENCIES - - -
-------- -------- --------
PARTNERS' EQUITY (DEFICIT):
General partner 508 (415) 93
Limited partner 54,474 (41,135) 13,339
Other (14,240) - (14,240)
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Total Partners' Equity (Deficit) 40,742 (41,550) (808)
-------- -------- --------
TOTAL LIABILITIES AND PARTNERS' EQUITY (DEFICIT) $159,956 $(41,550) $118,406
======== ======== ========
</TABLE>
See accompanying notes to Pro Forma Condensed Consolidated Balance Sheet
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FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
FOOTNOTES TO PRO FORMA CONDENSED
CONSOLIDATED BALANCE SHEET
(dollars in thousands)
(1) Represents the historical consolidated balance sheet of
Foamex-JPS Automotive L.P. ("FJPS") as of March 31, 1996.
(2) Represents FJPS's proportionate share on the loss on the
sale of Perfect Fit:
Estimated loss on sale of Perfect Fit including extraordinary
loss associated with the early extinguishment of debt with net
proceeds from the sale 42,398
FJPS's equity in the loss 98%
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Total $41,550
=======
Allocation of 1% to General Partner $ 415
Allocation of 99% to Limited Partner 41,135
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Total $41,550
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FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
HISTORICAL CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Restated)
for the Year Ended December 31, 1995 (unaudited)
(thousands)
<TABLE>
<CAPTION>
FJPS (1) Adjustments(2) Total
-------- -------------- -----
<S> <C> <C> <C>
Interest and debt issuance expense $ 9,646 $ - $ 9,646
Other expense (85) - (85)
-------- --------- ---------
Loss before equity in earnings
of unconsolidated limited partnership (9,731) - (9,731)
Equity in earnings of unconsolidated
limited partnership (42,700) (10,742) (31,958)
-------- --------- --------
Loss from continuing operations (52,431) (10,742) (41,689)
Equity in operating loss from
discontinued operations - 10,742 (10,742)
-------- --------- --------
Net loss $(52,431) $ - $(52,431)
======== ========= ========
</TABLE>
See accompanying notes to Historical Condensed Consolidated Statements
of Operations (Restated)
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FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
HISTORICAL CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Restated)
for the thirteen weeks ended March 31, 1996 (unaudited)
(thousands)
<TABLE>
<CAPTION>
FJPS (1) Adjustments(2) Total
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<S> <C> <C> <C>
Interest and debt issuance expense $ 2,666 $ - $ 2,666
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Loss before equity in earnings
of unconsolidated limited partnership (2,666) - (2,666)
Equity in earnings of unconsolidated
limited partnership 12,896 (330) 12,566
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Income from continuing operations 10,230 (330) 9,900
Equity in operating income from
discontinued operations - 330 330
------- ------- -------
Net income $10,230 $ - $10,230
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</TABLE>
See accompanying notes to Historical Condensed Consolidated Statements
of Operations (Restated)
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FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
FOOTNOTES TO HISTORICAL CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (Restated)
(dollars in thousands)
(1) Represents the historical condensed consolidated statements of operations of
FJPS for the period indicated.
(2) Represents FJPS's proportionate share of Foamex L.P.'s loss from
discontinued operations:
<TABLE>
<CAPTION>
Year Ended 13 Week Period
December 31, 1995 Ended March 31, 1996
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<S> <C> <C>
Perfect Fit's loss from continuing operations $ (8,559) $ 624
Elimination of Perfect Fit's intercompany interest
expense offset by an allocation of corporate expense
based on the debt Foamex L.P. intends to retire from
the proceeds from the sale of Perfect Fit (2,402) (961)
-------- -----
Total (10,961) (337)
FJPS's equity in the earnings (loss) 98% 98%
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Total $(10,742) $(330)
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Exhibits
2 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 Industries, Inc., General Felt Industries, Inc.,
and Foamex L.P. Incorporated herein by reference from the Foamex - JPS
Automotive L.P. Form 8-K reporting an event which occurred on
June 11, 1996.*
</TABLE>
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* Incorporated herein by reference to Form 8-K Current Report of Foamex-JPS
Automotive L.P. dated as of June 11, 1996, and filed with the Securities
and Exchange Commission on June 17, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
FOAMEX-JPS AUTOMOTIVE L.P.
Date: August 12, 1996 By: /s/ Kenneth R. Fuette
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Name: Kenneth R. Fuette
Title: Chief Financial Officer and
Chief Accounting Officer
FOAMEX-JPS CAPITAL CORPORATION
Date: August 12, 1996 By: /s/ Kenneth R. Fuette
---------------------------------
Name: Kenneth R. Fuette
Title: Chief Financial Officer and
Chief Accounting Officer
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EXHIBIT INDEX
Exhibit Page
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2 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 Industries, Inc., General Felt
Industries, Inc., and Foamex L.P. Incorporated herein by
reference from the Foamex-JPS Automotive L.P. Form 8-K
reporting an event which occurred on June 11, 1996.*
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* Incorporated herein by reference to Form 8-K Current Report of Foamex-JPS
Automotive L.P. dated as of June 11, 1996, and filed with the Securities and
Exchange Commission on June 17, 1996.
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