SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: December 11, 1996
Foamex-JPS Automotive L.P.
Foamex-JPS Capital Corporation
(Exact Name of Registrant as specified in its Charter)
Delaware 33-82028 13-3770906
Delaware 33-82028-01 13-3770901
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of corporation) Identification No.)
1000 Columbia Avenue
Linwood, PA 19061
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code:
(610) 859-3000
n/a
(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On August 28, 1996, JPSGP Inc. ("JPSGP"), Foamex-JPS Automotive L.P.
("FJPS") and Collins & Aikman Products Co. ("Collins & Aikman") entered into an
Equity Purchase Agreement, as amended (the "Agreement") pursuant to which
Collins & Aikman would acquire all of the outstanding partnership interest in
JPS Automotive L.P. ("JPS Automotive") from JPSGP and FJPS. JPSGP and FJPS are
both wholly-owned subsidiaries of Foamex International Inc. (the "Company"),
which guaranteed the obligations of these subsidiaries under the Agreement.
On December 11, 1996 (the "Closing Date"), JPS Automotive was sold to
Collins & Aikman for a purchase price, which is subject to post-closing
adjustments, of $220.1 million which includes approximately $194.4 million of
net indebtedness of JPS Automotive (the "Purchase Price"). In accordance with
the Agreement, on the Closing Date, Collins & Aikman paid the Company $25.7
million in cash purchase price, subject to post-closing adjustments. The
Agreement provides that the Purchase Price is subject to adjustment for changes
in the net assets, as defined, of JPS Automotive. Such adjustment to the
Purchase Price will be determined after completion of a closing balance sheet of
JPS Automotive 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.
Upon the closing of the sale, the Company and Collins & Aikman entered
into agreements that include products utilizing the Company's proprietary
SMT(TM) technology for automotive carpet backed systems.
JPS Automotive, which reported 1995 revenues of approximately $312.1
million, is a supplier of automotive carpet, trim and textiles in North America.
JPS Automotive is headquartered in Greenville, South Carolina and has six
manufacturing, distribution and sales facilities in South Carolina, North
Carolina, and Michigan, as well as a joint venture in Mexico.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired:
None
(b) Pro Forma 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 September
29, 1996
Historical condensed consolidated statements of operations
restated for discontinued operations:
o Year ended December 31, 1995
o Thirty-nine weeks ended September 29, 1996 (1)
(1) The financial information for the thirty-nine week
period ended September 29, 1996 is incorporated by
reference to the Form 10-Q of FJPS for the same period
since no adjustment is required.
The condensed consolidated balance sheet of FJPS as of
September 29, 1996 reflects the financial position of FJPS
after giving effect to the disposition of the net assets of JPS
Automotive. The pro forma financial statements includes the
effects of the repayment of $10.4 million of Discount
Debentures 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 thirty-nine weeks
ended September 29, 1996 have been restated to reflect
discontinued operations associated with the sale of JPS
Automotive. 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
2
<PAGE>
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.
(c) Exhibits
2.1 Equity Purchase Agreement, dated as of August 28, 1996,
by and among JPSGP Inc., Foamex-JPS Automotive L.P., and
Collins & Aikman Products Co.*
2.2 Amendment No. 1 to Equity Purchase Agreement, by and
among JPSGP Inc., Foamex-JPS Automotive L.P., Foamex
International Inc. and Collins & Aikman Products Co.,
dated as of December 11, 1996.**
* Filed on Form 8-K of the FJPS dated August 28, 1996.
** Filed on Form 8-K of FJPS dated December 11, 1996.
3
<PAGE>
FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (unaudited)
as of September 29, 1996
<TABLE>
<CAPTION>
Pro Forma
ASSETS FJPS (1) Adjustments(2) Total
(thousands)
<S> <C> <C> <C>
CASH $ 2 $ -- $ 2
INVESTMENT IN UNCONSOLIDATED
LIMITED PARTNERSHIPS 36,643 (10,500) 26,143
DEBT ISSUANCE COSTS, NET 3,814 (567) 3,247
OTHER ASSETS 3 -- 3
--------- --------- ---------
TOTAL ASSETS $ 40,462 $ (11,067) $ 29,395
========= ========= =========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
INTERCOMPANY PAYABLE $ 75 $ -- $ 75
LONG-TERM DEBT - EQUITY AFFILIATE 49,854 -- 49,854
LONG-TERM DEBT 78,178 (10,396) 67,782
--------- --------- ---------
TOTAL LIABILITIES 128,107 (10,396) 117,711
--------- --------- ---------
COMMITMENTS AND CONTINGENCIES -- -- --
--------- --------- ---------
PARTNERS' EQUITY (DEFICIT):
General partner (771) (7) (778)
Limited partner (72,567) (664) (73,231)
Other (14,307) -- (14,307)
--------- --------- ---------
Total Partners' Equity (Deficit) (87,645) (671) (88,316)
--------- --------- ---------
TOTAL LIABILITIES AND
PARTNERS' EQUITY (DEFICIT) $ 40,462 $ (11,067) $ (29,345)
========= ========= =========
</TABLE>
See accompanying notes to Pro Forma Condensed Consolidated Balance Sheet
4
<PAGE>
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 September 29, 1996.
(2) Estimated loss associated with
the early extinguishment of debt
with net proceeds from the sale $671
====
Allocation of 1% to General Partner $ 7
Allocation of 99% to Limited Partner 664
----
Total $671
====
5
<PAGE>
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 $ (1,471) $ 8,175
Other expense (85) -- (85)
-------- -------- --------
Loss before equity in earnings
of unconsolidated limited partnership (9,731) (1,421) (8,260)
Equity in earnings of unconsolidated
limited partnership (42,700) 8,444 (51,144)
-------- -------- --------
Loss from continuing operations (52,431) 6,973 (59,404)
Equity in operating loss from
discontinued operations -- 6,973 6,973
-------- -------- --------
Net loss $(52,431) $ -- $(52,431)
======== ======== ========
</TABLE>
See accompanying notes to Historical Condensed
Consolidated Statements of Operations (Restated)
6
<PAGE>
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) Allocation of interest expense based on the Discount Debentures
intended to be retired from the proceeds from the sale of JPS
Automotive and the operations of JPS Automotive for the year ended
December 31, 1995.
Exhibits
2.1 Equity Purchase Agreement, dated as of August 28, 1996, by
and among JPSGP Inc., Foamex-JPS Automotive L.P., and
Collins & Aikman Products Co.*
2.2 Amendment No. 1 to Equity Purchase Agreement, by and among
JPSGP Inc., Foamex-JPS Automotive L.P., Foamex International
Inc. and Collins & Aikman Products Co., dated as of December
11, 1996.**
* Filed on Form 8-K of the FJPS dated August 28, 1996.
** Filed on Form 8-K of FJPS dated December 11, 1996.
7
<PAGE>
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 INTERNATIONAL INC.
Date: February 21, 1997 By: /s/ Kenneth R. Fuette
------------------------
Name: Kenneth R. Fuette
Title: Chief Financial Officer
and Chief Accounting Officer
FOAMEX-JPS AUTOMOTIVE L.P.
By: FJGP Inc., General Partner
Date: February 21, 1997 By: /s/ Kenneth R. Fuette
------------------------
Name: Kenneth R. Fuette
Title: Chief Financial Officer and
Chief Accounting Officer
FOAMEX-JPS AUTOMOTIVE
CAPITAL CORPORATION
Date: February 21, 1997 By: /s/ Kenneth R. Fuette
------------------------
Name: Kenneth R. Fuette
Title: Chief Financial Officer and
Chief Accounting Officer
8
<PAGE>
EXHIBIT INDEX
Exhibit Page
2.1 Equity Purchase Agreement, dated as of August 28, 1996, by and among
JPSGP Inc., Foamex-JPS Automotive L.P., and Collins & Aikman Products
Co.
2.2 Amendment No. 1 to Equity Purchase Agreement, by and among JPSGP Inc.,
Foamex-JPS Automotive L.P., Foamex International Inc. and Collins &
Aikman Products Co., dated as of December 11, 1996.
9
