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 30, 1997
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 12, 1997 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 March 30, 1997 and December 29, 1996 3
Condensed Consolidated Statements of Operations -
Thirteen Week Periods Ended March 30, 1997
and March 31, 1996 4
Condensed Consolidated Statements of Cash Flows -
Thirteen Week Periods Ended March 30, 1997
and March 31, 1996 5
Notes to Condensed Consolidated Financial Statements 6
Foamex-JPS Capital Corporation
Balance Sheets as of March 30, 1997 and December 29, 1996 10
Notes to Balance Sheets 11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
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>
March 30, December 29,
1997 1996
(thousands)
<S> <C> <C>
ASSETS
CASH $ 2 $ 2
INVESTMENT IN UNCONSOLIDATED
LIMITED PARTNERSHIP 68,020 51,800
DEBT ISSUANCE COSTS, NET 3,630 3,726
--------- ---------
TOTAL ASSETS $ 71,652 $ 55,528
========= =========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
INTERCOMPANY PAYABLE $ 186 $ 53
LONG-TERM DEBT - EQUITY AFFILIATE 34,504 33,180
LONG-TERM DEBT 83,821 80,881
OTHER LIABILITIES 11,196 11,325
--------- ---------
TOTAL LIABILITIES 129,707 125,439
--------- ---------
COMMITMENTS AND CONTINGENCIES -- --
--------- ---------
PARTNERS' EQUITY (DEFICIT):
General partner (458) (579)
Limited partner (45,377) (57,293)
Other (12,220) (12,039)
--------- ---------
Total Partners' Equity (Deficit) (58,055) (69,911)
--------- ---------
TOTAL LIABILITIES AND PARTNERS' EQUITY (DEFICIT) $ 71,652 $ 55,528
========= =========
</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
March 30, March 31,
1997 1996
(thousands)
<S> <C> <C>
INTEREST AND DEBT ISSUANCE EXPENSE $ 3,063 $ 2,289
OTHER EXPENSE 2 --
-------- --------
LOSS BEFORE EQUITY IN EARNINGS OF
UNCONSOLIDATED LIMITED PARTNERSHIP (3,065) (2,289)
EQUITY IN EARNINGS OF UNCONSOLIDATED
LIMITED PARTNERSHIP 15,891 10,974
-------- --------
INCOME FROM CONTINUING OPERATIONS 12,826 8,685
EQUITY IN INCOME FROM DISCONTINUED OPERATIONS -- 1,545
-------- --------
INCOME BEFORE EXTRAORDINARY LOSS 12,826 10,230
EQUITY IN EXTRAORDINARY LOSS (665) --
-------- --------
NET INCOME $ 12,161 $ 10,230
======== ========
</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>
13 Week Periods Ended
March 30, March 31,
1997 1996
(thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 12,161 $ 10,230
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of debt issuance costs and debt discount 3,063 2,289
Equity in earnings of unconsolidated limited partnership (15,891) (10,974)
Equity in income from discontinued operations -- (1,545)
Equity in extraordinary loss 665 --
Change in other assets and liabilities, net 2 --
-------- --------
Net cash provided by operating activities -- --
-------- --------
INVESTING ACTIVITIES:
Cash distribution from unconsolidated subsidiary 124 --
-------- --------
Net cash provided by investing activities 124 --
-------- --------
FINANCING ACTIVITIES:
Cash distribution to partners (124) --
-------- --------
Net cash used for financing activities (124) --
-------- --------
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 29, 1996 has been
condensed from the audited consolidated balance sheet at that date. The
condensed consolidated balance sheet as of March 30, 1997 and the condensed
consolidated statements of operations and the condensed consolidated statements
of cash flows for the thirteen week periods ended March 30, 1997 and March 31,
1996 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 statement of operations and the condensed consolidated statement of
cash flows for the thirteen week period ended March 31, 1996 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.
Foamex International Inc. ("Foamex International") owns a 99% limited
partnership interest in FJPS, and FJPG, Inc., a wholly-owned subsidiary of
Foamex International, owns a 1% general partnership interest in FJPS.
On April 7, 1997, Foamex International announced that an evaluation of its
capital structure was initiated with the intention of refinancing certain
long-term indebtedness to reduce Foamex International's interest expense and
improve financing flexibility. On May 12, 1997, Foamex International announced a
$540.0 million refinancing plan that includes a $480.0 million credit facility
and $150.0 million of senior subordinated notes. As part of this refinancing
plan, Foamex L.P. commenced tender offers with concurrent consent solicitations
for $373.0 million of aggregate principal amount of its public debt and $116.7
million of aggregate principal amount of FJPS senior secured discount debentures
due 2004. The refinancing activities are expected to be completed by the end of
the second quarter of 1997. (See Note 3 below for further discussion).
Foamex International expects that as a result of its refinancing
activities, assuming no material changes in interest rates and the tendering of
substantially all of Foamex International's outstanding public debt, future
annualized interest expense will be reduced by between $8.0 million and $11.0
million as compared to the expense required by the existing indentures and
credit agreements. Foamex International expects that future interest expense,
and the ability to realize the savings in interest expense, will vary based on a
variety of factors, including fluctuation in interest rates in general; the
pricing of the credit agreement and the senior subordinated notes; and the
percentage of securities tendered in the tender offers. In addition, if the
refinancing is consummated, variable rate debt will comprise a larger percentage
of Foamex L.P.'s overall indebtedness than in the past, and as a result, future
fluctuations in interest rates will have a greater impact on Foamex L.P.'s
interest expense than in the past.
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 with FJPS's 1996 consolidated financial statements
and notes thereto as set forth in FJPS's Annual Report on Form 10-K for the
fiscal year ended December 29, 1996. In addition, these condensed consolidated
financial statements should be read in conjunction with Foamex L.P.'s condensed
consolidated financial statements and notes thereto as set forth in its Form
10-Q for the quarterly period ended March 30, 1997 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. FJPS's share of earnings of its unconsolidated limited
partnership is reflected in income as earned and distributions will be credited
against the investment in the unconsolidated limited partnership when received.
FJPS has no employees or operations of its own nor do its partners incur any
expenses on its behalf.
6
<PAGE>
FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
2. DISCONTINUED OPERATIONS
During 1996, FJPS completed the sale of its partnership interests in JPS
Automotive L.P. ("JPS Automotive") for a sale price of approximately $220.1
million including the assumption of $200.1 million of JPS Automotive's
indebtedness. The sale is subject to a post-closing adjustment which is expected
to be finalized during the second quarter of 1997. The sale included
substantially all of the net assets of JPS Automotive. Also, during 1996, Foamex
L.P. finalized the sale of the outstanding common stock of Perfect Fit
Industries, Inc. ("Perfect Fit"), a wholly-owned subsidiary, for an adjusted
sale price of approximately $44.2 million. The sale included substantially all
of the net assets of the home comfort products business segment of Foamex L.P.
Accordingly, the accompanying condensed consolidated statement of operations and
the condensed consolidated statement of cash flows for the thirteen week period
ended March 31, 1996 reflects the operations of JPS Automotive and Perfect Fit
as discontinued operations. In addition, interest and debt issuance expense of
FJPS was allocated to discontinued operations based on the estimated debt to be
retired from the net proceeds from the sale of JPS Automotive. A summary of the
operating results for the discontinued operations is as follows:
13 Week Period Ended
March 31, 1996
(thousands)
Equity in income of discontinued operations $1,922
Allocation of interest and debt issuance expense 377
------
Equity in income of discontinued operations $1,545
======
3. LONG-TERM DEBT
Refinancing Plan
On May 12, 1997, Foamex International announced a refinancing plan designed
to improve its financial and operating flexibility and reduce interest expense.
As part of this refinancing plan, Foamex L.P., a 99% owned subsidiary of Foamex
International, commenced tender offers with concurrent consent solicitations for
a total of $373.0 million of its aggregate principal of public debt and $116.7
million principal amount of FJPS's public debt, including:
o $104.3 million of aggregate principal of its 9 1/2% Senior Secured Notes
due 2000 for an aggregate consideration of 104.193% of principal plus
accrued interest, comprised of a tender price of 102.193% and a consent fee
of 2%;
o $135.9 million of aggregate principal of its 11 1/4% Senior Notes due 2002
for an aggregate consideration of 105.709% of principal plus accrued
interest, comprised of a tender price of 103.709% and a consent fee of 2%;
o $125.8 million of aggregate principal of its 11 7/8% Senior Subordinated
Debentures due 2004 for an aggregate consideration of 107.586% of principal
plus accrued interest, comprised of a tender price of 105.586% and a
consent fee of 2%;
o $7.0 million of aggregate principal of its 11 7/8% Senior Subordinated
Debentures, Series B due 2004 for an aggregate consideration of 107.586% of
principal plus accrued interest, comprised of a tender price of 105.586%
and a consent fee of 2%; and
7
<PAGE>
FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
3. LONG-TERM DEBT (continued)
o $116.7 million principal amount of the Foamex-JPS Automotive L.P. Senior
Secured Discount Debentures due 2004 ("FJPS Discount Debentures") for an
aggregate consideration of 88% of principal amount, which represents
approximately 116.2% of the projected accreted value as of June 9, 1997,
comprised of a tender price of 86% of principal amount and a consent fee of
2%.
The consent solicitations will expire on May 23, 1997 and the tender offers
will expire on June 9, 1997. Holders who tender their securities in the tender
offers will be deemed to have submitted consents in the consent solicitations.
Holders may not deliver consents without tendering their securities. Holders
must tender their securities prior to May 23, 1997 in order to receive the
consent fee. Holders who tender their securities after such date and before the
expiration date of June 9, 1997 will receive the tender price for their
securities, but will not receive the consent fee. Upon the closing of the
refinancing plan, Foamex L.P. intends to distribute the purchased FJPS Discount
Debentures to its partners.
Foamex L.P. expects to fund the repurchase with the proceeds of:
o A $480.0 million Foamex L.P. credit facility arranged by a bank lending
group including an estimated $150.0 million revolving credit line. Upon
completion of the refinancing transactions, it expects to have
approximately $100.0 million available under the revolving credit line.
o A $150.0 million offering of Foamex L.P. senior subordinated notes in the
Rule 144A market.
o Cash on hand.
Foamex L.P. expects to complete its refinancing activities by the end of
the second quarter of 1997 and record an extraordinary loss on the early
extinguishment of debt of between $46.0 million to $50.0 million in the second
quarter of 1997 related to premiums paid to repurchase the debt, the write-off
of debt issuance costs and additional one-time charges related to the other
aspects of the other refinancing plan.
Foamex L.P.'s future interest expense will increase and vary based on a
variety of factors, including fluctuation in interest rates in general; the
pricing of the credit agreement and the senior subordinated notes; and the
percentage of securities tendered in the tender offers. In addition, if the
refinancing is consummated, variable rate debt will comprise a larger percentage
of Foamex L.P.'s overall indebtedness than in the past, and as a result, future
fluctuations in interest rates will have a greater impact on Foamex L.P.'s
interest expense than in the past. Also, the amount of expected extraordinary
loss on the early extinguishment of debt in the second quarter of 1997 will vary
based on a variety of factors, including the percentage of securities tendered
in the tender offers and other factors beyond Foamex L.P.'s control.
Consummation of the tender offers, the consent solicitations, the credit
facility and the senior subordinated notes offering are subject to conditions,
several of which are beyond Foamex L.P.'s control, and there can be no assurance
that such transactions will be consummated.
This report shall not constitute an offer to sell or the solicitation of an
offer to buy the securities offered by Foamex L.P. in the private placement.
8
<PAGE>
FOAMEX-JPS AUTOMOTIVE L.P. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
4. 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 March 30,
1997 and December 29, 1996 and for the thirteen week periods ended March 30,
1997 and March 31, 1996.
Foamex L.P. March 30, December 29,
1997 1996
(thousands)
Current assets $310,686 $288,920
Noncurrent assets 299,441 297,237
Current liabilities 163,476 151,830
Noncurrent liabilities 418,465 421,495
Note receivable from partner 34,504 33,180
Thirteen Week Period Ended: March 30, March 31,
1997 1996
Net sales $229,120 $219,131
Gross profit 42,797 36,031
Income from continuing operations 16,216 11,198
Income from discontinued operations -- 637
Net income 16,216 11,835
5. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
13 Week Periods Ended
March 30, March 31,
1997 1996
(thousands)
Noncash items:
Accretion on the FJPS Note $1,299 $1,747
9
<PAGE>
FOAMEX - JPS CAPITAL CORPORATION (A
Wholly-Owned Subsidiary of Foamex - JPS Automotive L.P.)
Balance Sheets (unaudited)
March 30, December 29,
1997 1996
(thousands)
ASSETS
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
FJCC, a wholly-owned subsidiary of 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 the FJPS Discount
Debentures consisting of $83.8 million senior secured discount debentures due
2004, (net of unamortized debt discount of $32.9 million).
The FJPS 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 FJPS Discount
Debentures prior to January 1, 2000; rather, the FJPS Discount Debentures
accrete on a daily basis interest on the FJPS Discount Debentures and compounds
semiannually at the rate of 13.50% per annum from the date of issuance of the
FJPS 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.
Refinancing Plan
On May 12, 1997, Foamex International announced a refinancing plan designed
to improve its financing and operating flexibility and reduce interest expense.
As part of this refinancing plan, Foamex L.P., a 99% owned subsidiary of Foamex
International, commenced tender offers with concurrent consent solicitations for
a total of $373.0 million of its aggregate principal of public debt and $116.7
million principal amount of FJPS's public debt See Note 3 to FJPS's condensed
consolidated financial statements for further discussion.
11
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
General
The results of operations of FJPS include its equity in the undistributed
earnings of Foamex L.P. and interest and debt issuance expense on the FJPS
Discount Debentures. FJPS has no direct control or influence over Foamex L.P.
Control is exercised by Foamex International through its ownership of the
managing general partner of Foamex L.P. and FJPS.
On April 7, 1997, Foamex International announced that an evaluation of its
capital structure was initiated with the intention of refinancing certain
long-term indebtedness to reduce Foamex International's interest expense and
improve financing flexibility. On May 12, 1997, Foamex International announced a
refinancing plan designed to improve its financial and operating flexibility and
reduce interest expense. As part of this refinancing plan, Foamex L.P., a 99%
owned subsidiary of Foamex International, commenced tender offers with
concurrent consent solicitations for a total of $373.0 million of its aggregate
principal of public debt and $116.7 million principal amount of FJPS's public
debt. The refinancing plan, including the tender offers, are subject to
conditions, several of which are beyond the control of Foamex L.P., therefore,
there can be no assurance that such transactions will be consummated. (See Note
3 to the condensed consolidated financial statements for further discussion).
The principal suppliers to the foam industry announced raw material price
increases effective April 1997. Foamex L.P. is unable to predict whether, or to
what extent, the April 1997 increases or any future increase will be sustained.
Foamex L.P. believes that if any price increases is sustained in the industry,
it will also be impacted by such increase. There can be no assurance that
chemical suppliers will not increase raw material costs in the future or that
Foamex L.P. will be able to implement selling price increases to offset any such
raw material cost increases.
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 week period ended March 30, 1997
as filed with the Securities and Exchange Commission.
13 Week Period Ended March 30, 1997 Compared to 13 Week Period Ended March 31,
1996
Foamex L.P.
Net sales for the first quarter of 1997 were $229.1 million as compared to
$219.1 million in the first quarter of 1996, an increase of $10.0 million or
4.6%. Carpet cushion net sales for the first quarter of 1997 increased 6.9% to
$67.9 million from $63.5 million in the first quarter of 1996 primarily due to
the effect of increased selling prices that were initiated late in the second
quarter of 1996, as well as increased shipments of certain carpet cushion
products. Cushioning foam net sales for the first quarter of 1997 increased 1.8%
to $84.0 million from $82.5 million in the first quarter of 1996 primarily due
to an increase in net sales from both new and existing customers of bedding
related products. Automotive foam net sales for the first quarter of 1997
increased 6.6% to $59.7 million from $56.0 million in the first quarter of 1996
primarily due to a continued increase in net sales of tri-laminates and
composite headliners and increased selling prices during the first quarter of
1996. Technical foam net sales for the first quarter of 1997 increased 2.3% to
$17.5 million from $17.1 million in the first quarter of 1996 primarily due to
increased volume.
12
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
Gross profit as a percentage of net sales increased to 18.7% for the first
quarter of 1997 from 16.4% in the first quarter of 1996 primarily due to selling
price increases and improved material and production efficiencies which includes
(i) an increased favorable impact during the first quarter of 1997 as compared
to the first quarter of 1996 for the selling prices initiated in 1996 to offset
previous raw material cost increases, (ii) favorable raw material efficiencies
and (iii) an increased favorable impact of the 1995 operational plan in the
first quarter of 1997 as compared to the first quarter of 1996.
Operating income increased to $27.1 million for the first quarter of 1997
from $22.4 million in the first quarter of 1996 primarily due to improved gross
profit margins as discussed above offset by an increase of $2.1 million in
selling, general and administrative expenses for the first quarter of 1997. The
increase in selling, general and administrative expenses is primarily due to
increases in employee compensation and incentives and costs associated with the
launching of new products and international expansion.
Income from continuing operations increased to $16.2 million for the first
quarter of 1997 from $11.2 million in the first quarter of 1996 primarily due to
the reasons cited above. Interest and debt issuance expense of $10.7 million for
the first quarter of 1997 is fairly consistent with $10.4 million for the first
quarter of 1996.
Income from discontinued operations in the first quarter of 1996 represents
the operating income of Perfect Fit which was sold during 1996. See Note 2 to
the condensed consolidated financial statements for further discussion.
The extraordinary loss on early extinguishment of debt of $0.7 million
relates to the write-off of debt issuance costs and redemption premiums
associated with the early extinguishment of $8.0 million of long-term debt.
Operating results for 1997 are expected to be influenced by various
internal and external factors. These factors include, among other things, (i)
continued implementation of the operational plan to improve Foamex L.P.'s
profitability, (ii) the potential recapitalization of Foamex L.P., (iii)
additional raw material price increases, if any, by Foamex L.P.'s chemical
suppliers and (iv) Foamex L.P.'s success in passing on to its customers selling
price increases to recover such raw material cost increases.1
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 FJPS 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 thirteen week
period ended March 30, 1997, FJPS received $0.1 million of distributions from
Foamex L.P. and paid $0.1 million of distributions to its partners.
- --------
1 This paragraph contains forward-looking statements and should be read in
conjunction with the discussion regarding forward-looking statements set
forth on Pages 3 and 4 of Foamex L.P.'s 1996 Annual Report on Form 10-K.
13
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Reference is made to the description of the legal proceedings
contained in FJPS's Annual Report on Form 10-K for the fiscal year
ended December 29, 1996 and in FJPS's Quarterly Reports on Form 10-Q
for the fiscal quarters ended March 30, 1997.
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.
3.8(a) - Fourth Amended and Restated Agreement of Limited Partnership of
Foamex L.P., dated as of December 14, 1993, by and among FMXI and
Trace Foam, as general partners, and Foamex International, as a
limited partner (the "Partnership Agreement").
3.9(n) - First Amendment to the Fourth Amendment and Restated Agreement
of Limited Partnership of Foamex L.P., dated June 28, 1994.
3.10(a) - Certificate of Incorporation of FMXI.
3.11(a) - By-laws of FMXI.
3.12(e) - Certificate of Incorporation of FCC.
3.13(e) - By-laws of FCC.
3.14(c) - Certificate of Incorporation of GFI Acquisition Corp.
3.15(c) - Certificate of Amendment to the Certificate of Incorporation of
GFI Acquisition Corp.
3.16(c) - Certificate of Amendment to the Certificate of Incorporation of
General Felt.
14
<PAGE>
4.1(b) - Indenture, dated as of June 3, 1993, among Foamex L.P. and 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, 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 and
Perfect Fit, as Guarantors and Shawmut, as trustee, relating to
the Senior Secured Notes.
4.3(a) - Second Supplemental Indenture, dated as of December 14, 1993,
among Foamex L.P. and FCC, as Issuers, Foamex International,
General Felt and Perfect Fit, as Guarantors and Shawmut, as
trustee, relating to the Senior Secured Notes.
4.3.1(t) - Third Supplemental Indenture, dated as of August 1, 1996, by and
among Foamex L.P. and FCC, as Issuers, Foamex International, as
parent guarantor, General Felt, as guarantor, Perfect Fit, as
withdrawing guarantor, and Fleet National Bank ("Fleet"), 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.
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(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,
including form of Senior Note.
4.13(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.
4.14(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.
4.15(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.
4.16(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(t) - Fifth Supplemental Indenture, dated as of August 1, 1996, among
Foamex L.P. and FCC as Issuers, Foamex International as Parent
Guarantor, General Felt, as Guarantor, and Fleet National Bank, as
Trustee relating to the Senior Notes.
15
<PAGE>
4.18(c) - Indenture, dated as of October 13, 1992, among Foamex L.P., FCC
and Shawmut Bank, ("Shawmut"), as trustee, relating to
$126,000,000 principal amount of 117/8% Senior Subordinated
Debentures due 2004, 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(t) - Fourth Supplemental Indenture, dated as of August 1, 1996, among
Foamex L.P. and FCC, as Issuers, Foamex International, as Parent
Guarantor, General Felt, as Guarantor, Perfect Fit, as Withdrawing
Guarantor, and Fleet National Bank, as Trustee, relating to the
Senior Subordinated Debentures.
4.22(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.
4.23(i) - Indenture, dated as of June 28, 1994, among FJPS and FJCC, as
Issuers, Foamex International, as guarantor, and Shawmut
Connecticut, as trustee, relating to $116,745,000 principal amount
of Senior Secured Discount Debentures due 2004, including form of
Senior Secured Discount Debenture.
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(x) - Consent, Waiver and Amendment Agreement, dated December 11,
1996, between FJPS and Foamex L.P.
4.26(t) - Commitment letter, dated July 9, 1996, from The Bank of Nova
Scotia to Foamex Canada Inc.
4.27(d) - Agreement of Undertaking, dated as of December 31, 1991, between
Foamex L.P. and The Bank of Nova Scotia.
4.28(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").
4.29(t) - First Amendment to Third Amended and Restated Credit Agreement,
dated September 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").
4.30(x) - Second Amendment to Third Amended and Restated Credit Agreement,
dated November 27, 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(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 Credit Agreement.
4.32(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 Credit
Agreement.
16
<PAGE>
4.33(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 Credit
Agreement.
4.34(q) - 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
Credit Agreement.
4.35(q) - 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 Credit Agreement.
4.36(t) - Third 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
Credit Agreement.
4.37(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 Credit Agreement.
4.38(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 Credit Agreement.
4.39(s) - Form of Amendatory Agreement, dated as of July 30, 1996, among
Foamex L.P., General Felt, FCC, and Citibank, N.A., as collateral
agent under the Credit Agreement.
4.40(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.
4.41(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").
4.42(a) - Marely Loan Commitment Agreement, dated as of December 14, 1993,
by and between Foamex International and Marely.
4.43(a) - DLJ Loan Commitment Agreement, dated as of December 14, 1993, by
and between Foamex International and DLJ Funding.
4.44(s) - Promissory Note, dated July 7, 1996, in the aggregate principal
amount of $4,372,516, executed by Trace Holdings to Foamex L.P.
10.1(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").
10.2(x) - Assignment Agreement, dated as of December 16, 1996, among
Foamex L.P., FCC, and Solomon Holdings.
10.3(m) - Swap Agreement, dated as of March 31, 1994, and amended in
November 1994, by and between Foamex L.P. and Citibank, N.A.
10.4(x) - Revised Confirmation Letter Agreements, dated as of January 7,
1997, by and between Foamex L.P. and Citibank, N.A.
10.5(b) - Revised Swap Transaction Letter Agreement, dated as of June 10,
1993, among Foamex L.P., FCC and Salomon Holdings.
10.6(d) - Reimbursement Agreement, dated as of March 23, 1993, between
Trace Holdings and General Felt.
10.7(d) - Shareholder Agreement, dated December 31, 1992, among Recticel,
s.a., 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.
10.8(e) - Asset Transfer Agreement, dated as of October 2, 1990, between
Trace Holdings and the Foamex L.P. (the "Trace Holdings Asset
Transfer Agreement").
10.9(e) - First Amendment, dated as of December 19, 1991, to the Trace
Holdings Asset Transfer Agreement.
17
<PAGE>
10.10(e) - Amended and Restated Guaranty, dated as of December 19, 1991,
made by Trace Foam in favor of Foamex L.P.
10.11(e) - Asset Transfer Agreement, dated as of October 2, 1990, between
RFC and Foamex L.P. (the "RFC Asset Transfer Agreement").
10.12(e) - First Amendment, dated as of December 19, 1991, to the RFC Asset
Transfer Agreement.
10.13(e) - Schedule 5.03 to the RFC Asset Transfer Agreement (the "5.03
Protocol").
10.14(d) - The 5.03 Protocol Assumption Agreement, dated as of October 13,
1992, between RFC and Foamex L.P.
10.15(d) - Letter Agreement between Trace Holdings and Recticel regarding
the Recticel guaranty, dated as of July 22, 1992.
10.16(i) - Supply Agreement, dated June 28, 1994, between Foamex L.P. and
Foamex International.
10.17(i) - First Amended and Restated Tax Sharing Agreement, dated as of
December 14, 1993, among Foamex L.P., Trace Foam, FMXI and Foamex
International.
10.18(i) - Tax Sharing Agreement, dated as of June 28, 1994, among FJPS and
Foamex International.
10.19(t) - Tax Distribution Advance Agreement, dated as of December 11,
1996, by and between Foamex L.P. and FJPS.
10.20 - Agreement and Plan of Merger, dated as of March 11,1 993, among
Foamex L.P., GFI Acquisition, Inc. and General Felt.
10.21 - Agreement and Plan of Merger, dated as of March 1, 1993, among
Great Wester, Rallis, Foamex L.P. and Kyoto Merger, Inc.
10.22(d) - Trace Foam Management Agreement between Foamex L.P. and Trace
Foam, dated as of October 13, 1992.
10.23(i) - Affirmation Agreement re: Management Agreement, dated as of
December 14, 1993 between Foamex L.P. and Trace Foam.
10.24(d) - Agreement and Plan of Merger, dated as of March 11, 1993, among
Foamex L.P., GFI Acquisition, Inc. and General Felt.
10.25(c) - Agreement and Plan of Merger, dated as of March 1, 1993, among
Great Western, Rallis, Foamex L.P. and Kyoto Merger, Inc.
10.26(e)(p) - Salaried Incentive Plan of Foamex L.P. and Subsidiaries.
10.27(e)(p) - Trace Holdings 1987 Nonqualified Stock Option Plan.
10.28(e)(p) - Equity Growth Participation Program.
10.29(m)(p) - The Foamex Group Salaried Employee Pension Plan (formerly, The
General Felt Industries, Inc. Retirement Plan for Salaried
Employees, effective as of January 1, 1995.
10.30(o) - Foamex/GFI 401(k) Savings Plan dated July 1, 1995.
10.31(a)(p) - Foamex International's 1993 Stock Option Plan.
10.32(a)(p) - Foamex International's Non-Employee Director Compensation Plan.
10.33(a)(p) - Employment Agreement, dated as of May 6, 1993, by and between
Foamex L.P. and Rallis.
10.34(f)(p) - Employment Agreement, dated as of February 1, 1994, by and
between Foamex L.P. and William H. Bundy.
10.35(p) - Employment Agreement, dated as of July 26, 1995, by and between
Foamex L.P. and Salvatore J. Bonanno.
10.36(a) - Stock Exchange Agreement, dated as of October 25, 1993, among
Perfect Fit, the stockholders which are parties thereto, Holdings
and Foamex L.P. (the "Perfect Fit Stock Exchange Agreement").
10.37(a) - Amendment No. 1 to the Perfect Fit Stock Exchange Agreement,
dated November 18, 1993.
10.38(a) - 1993 Recticel Master Agreement, dated as of November 4, 1993, by
and among Trace Holdings, Trace Foam, RFC, Foamex International,
Recticel s.a., MGM, FCD Sub and Foamex L.P.
10.39(a) - Exchange Agreement, dated as of December 14, 1993, by and
between Foamex International and RFC.
10.40(a) - Withdrawal Agreement, dated as of December 14, 1993, by and
between Foamex L.P. and RFC.
18
<PAGE>
10.41(a) - 1993 Agreement of Terms, dated as of November 4, 1993, by and
among Trace Holdings, Trace Foam, Foamex L.P., Foamex
International and GBNY. 10.42(a) - 1993 Marely Master Agreement,
dated as of November 4, 1993, by and among Foamex International,
Trace Holdings, Trace Foam, Foamex L.P. and Marely.
10.43(a) - Exchange Agreement, dated as of December 14, 1993, by and
between Foamex International and Marely.
10.44(a) - Warrant Exchange Agreement, dated as of December 14, 1993, by
and between Foamex International and Marely.
10.45(a) - Redemption and Withdrawal Agreement, dated as of December 14,
1993, by and between Foamex L.P. and Marely.
10.46(a) - 1993 DLJ Master Agreement, dated as of November 4, 1993, by and
among Foamex International, Trace Holdings, Trace Foam, DLJ
Funding and Foamex L.P.
10.47(a) - Exchange Agreement, dated as of December 14, 1993, by and
between Foamex International and DLJ Funding.
10.48(a) - Warrant Exchange Agreement, dated as of December 14, 1993, by
and between Foamex International and DLJ Funding.
10.49(a) - Redemption and Withdrawal Agreement, dated as of December 14,
1993, by and between Foamex L.P. and DLJ Funding.
10.50(a) - 1993 Rallis Master Agreement, dated as of November 4, 1993, by
and among Foamex International, Trace Holdings, Trace Foam, Rallis
and Foamex L.P.
10.51(a) - Exchange Agreement, dated as of December 14, 1993, by and
between Foamex International and Rallis.
10.52(a) - Partial Redemption Agreement, dated as of December 14, 1993, by
and between Foamex L.P. and Rallis.
10.53(c) - Exchange Agreement Regarding Admission of Limited Partner and
Put Option, dated as of May 1, 1993, among Rallis, Pegasus
Properties, Foamex L.P. and Trace Holdings.
10.54(a) - Amended and Restated Put Option Agreement, dated as of December
14, 1993, by and between Trace Holdings and Rallis.
10.55(a) - Exchange Agreement, dated as of December 14, 1993, by and
between Foamex International and Trace Holdings.
10.56(a) - Redemption and Withdrawal Agreement, dated as of December 14,
1993, by and between Foamex L.P. and Trace Holdings.
10.57(a) - Exchange Agreement, dated as of December 14, 1993, by and
between Foamex International and Trace Foam.
10.58(a) - Withdrawal Agreement, dated as of December 14, 1993, by and
between Foamex L.P. and Trace Foam.
10.59(a) - Exchange Agreement, dated as of December 14, 1993, by and
between Foamex International and FCD Sub.
10.60(a) - Redemption and Withdrawal Agreement, dated as of December 14,
1993, by and between Foamex L.P. and FCD Sub.
10.61(a) - Release and Termination Agreement, dated as of December 14,
1993, by and among Trace Holdings, Trace Foam, Foamex L.P., RFC,
Marely, DLJ, MGM, FCD Sub, Recticel s.a., SGB, GBNY, and
Wilmington Trust Company.
10.62(f) - Stock Purchase Agreement, dated as of December 23, 1993, by and
between Transformacion de Espumas y Fieltros, S. A., the
stockholders which are parties thereto, and Foamex L.P.
10.63(r) - 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 L.P.
10.64(v) - Equity Purchase Agreement, dated as of August 28, 1996, by and
among JPSGP Inc., Foamex-JPS Automotive L.P., and Collins & Aikman
Products Co.
19
<PAGE>
10.65(v) - Amendment No. 1 to Equity Purchase Agreement, by and among JPSGP
Inc., Foamex-JPS Automotive L.P., and Collins & Aikman Products
Co., dated as of December 11, 1996.
21 - Subsidiaries of the Registrant.
27 - Financial Data Schedule.
(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 Statement
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 L.P. 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 on Form S-1 of Foamex International, 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-Q of Foamex
L.P. for the quarterly period ended July 2, 1995.
(p) A management contract or compensatory plan or arrangement required to be
filed as an Exhibit pursuant to Item 14(c) of this report.
(q) Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
L.P. for fiscal 1995.
20
<PAGE>
(r) Incorporated herein by reference to the Exhibit to the Form 8-K of Foamex
L.P. dated June 11, 1996.
(s) Incorporated herein by reference to the Exhibit to the Form 10-Q of Foamex
L.P. for the quarterly period ended June 30, 1996.
(t) Incorporated herein by reference to the Exhibit to the Form 10-Q of Foamex
L.P. for the quarterly period ended September 30, 1996.
(u) Incorporated herein by reference to the Exhibit to the Form 8-K of Foamex
International reporting an event which occurred on August 28, 1996.
(v) Incorporated herein by reference to the Exhibit to the Form 8-K of Foamex
International reporting an event which occurred on December 11, 1996.
(w) Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
L.P. for the fiscal year ended December 29, 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.
21
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
FOAMEX-JPS AUTOMOTIVE L.P.
By: FJGP Inc.
General Partner
Date: May 15, 1997 By: /s/ Kenneth R. Fuette
-----------------------
Kenneth R. Fuette
Chief Financial Officer and
Chief Accounting Officer
FOAMEX-JPS CAPITAL CORPORATION
Date: May 15, 1997 By: /s/ Kenneth R. Fuette
----------------------
Kenneth R. Fuette
Chief Financial Officer and
Chief Accounting Officer
22
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-28-1997
<PERIOD-START> DEC-30-1996
<PERIOD-END> MAR-30-1997
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0
0
<COMMON> 0
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<TOTAL-LIABILITY-AND-EQUITY> 71,652
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