-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R9nrQkBzRa+DUaxopRk+3OzNi2OnfPb+wA59CsmQpL/WAT3R2r2Di7t4MRZwNG9D SXJoRZtvb0bnwb0xx9R4eQ== 0000919574-08-002437.txt : 20080404 0000919574-08-002437.hdr.sgml : 20080404 20080404142304 ACCESSION NUMBER: 0000919574-08-002437 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080404 DATE AS OF CHANGE: 20080404 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOAMEX INTERNATIONAL INC CENTRAL INDEX KEY: 0000912908 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS FOAM PRODUCTS [3086] IRS NUMBER: 050473908 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48793 FILM NUMBER: 08740047 BUSINESS ADDRESS: STREET 1: 1000 COLUMBIA AVENUE CITY: LINWOOD STATE: PA ZIP: 19061 BUSINESS PHONE: 6108593000 MAIL ADDRESS: STREET 1: 1000 COLUMBIA AVE CITY: LINWOOD STATE: PA ZIP: 19061 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARATHON ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001279913 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 461 FIFTH AVE 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 d870869_13-g.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. ) FOAMEX INTERNATIONAL INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 344123203 - -------------------------------------------------------------------------------- (CUSIP Number) April 2, 2008 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) - ---------- The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 344123203 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Marathon Asset Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,235,913 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,235,913 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,235,913 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.52% 12. TYPE OF REPORTING PERSON* IA CUSIP No. 344123203 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Marathon Special Opportunity Master Fund, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,235,913 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,235,913 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,235,913 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.52% 12. TYPE OF REPORTING PERSON* CO CUSIP No. 344123203 --------- Item 1(a). Name of Issuer: Foamex International Inc. ____________________________________________________________________ Item 1(b). Address of Issuer's Principal Executive Offices: 1000 Columbia Avenue Linwood, Pennsylvania 19061 ____________________________________________________________________ Item 2(a). Name of Person Filing: Marathon Asset Management, LLC Marathon Special Opportunity Master Fund, Ltd. ____________________________________________________________________ Item 2(b). Address of Principal Business Office, or if None, Residence: Marathon Asset Management, LLC 461 Fifth Avenue, 10th Floor New York, NY 10017 Marathon Special Opportunity Master Fund, Ltd. c/o CITCO Fund Services (Cayman Islands) Limited P.O. Box 31106 Regatta Office Park West Bay Road Grand Cayman, KY1-1205 Cayman Islands ____________________________________________________________________ Item 2(c). Citizenship: Marathon Asset Management, LLC - Delaware, United States Marathon Special Opportunity Master Fund, Ltd.- Cayman Islands ____________________________________________________________________ Item 2(d). Title of Class of Securities: Common Stock, par value $0.01 per share ____________________________________________________________________ Item 2(e). CUSIP Number: 344123203 ____________________________________________________________________ Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Marathon Asset Management, LLC - 2,235,913 Marathon Special Opportunity Master Fund, Ltd.- 2,235,913 _____________________________________________________________________ (b) Percent of class: Marathon Asset Management, LLC - 9.52% Marathon Special Opportunity Master Fund, Ltd.- 9.52% ______________________________________________________________________ (c) Number of shares as to which Marathon Asset Management, LLC has: (i) Sole power to vote or to direct the vote 0 _______________________, (ii) Shared power to vote or to direct the vote 2,235,913 _____________________, (iii) Sole power to dispose or to direct the 0 disposition of _____________________, (iv) Shared power to dispose or to direct the disposition of 2,235,913 .. _____________________. Number of shares as to which Marathon Special Opportunity Master Fund, Ltd. has: (i) Sole power to vote or to direct the vote 0 _______________________, (ii) Shared power to vote or to direct the vote 2,235,913 _____________________, (iii) Sole power to dispose or to direct the 0 disposition of _____________________, (iv) Shared power to dispose or to direct the disposition of 2,235,913 .. _____________________. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ]. N/A _______________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A _______________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A _______________________________________________________________________ Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to Sec.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Sec.240.13d-1(c) or Sec.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A _______________________________________________________________________ Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ______________________________________________________________________ Item 10. Certifications. By signing below each of the Reporting Persons certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April 4, 2008 ---------------------------------------- (Date) Marathon Asset Management, LLC (1) By: /s/ Greg Florio ---------------------------------------- Title: Chief Compliance Officer Marathon Special Opportunity Master Fund, Ltd. By: /s/ Greg Florio ---------------------------------------- Title: Chief Compliance Officer of Marathon Asset Management, LLC, its investment manager (1) The Reporting Person disclaims beneficial ownership except to the extent of its pecuniary interest therein. Exhibit A AGREEMENT The undersigned agree that this Schedule 13G dated April 4, 2008 relating to the Common Stock, par value $0.01 per share, of Foamex International Inc. shall be filed on behalf of the undersigned. Marathon Asset Management, LLC By: /s/ Greg Florio ---------------------------------------- Title: Chief Compliance Officer Marathon Special Opportunity Master Fund, Ltd. By: /s/ Greg Florio ---------------------------------------- Title: Chief Compliance Officer of Marathon Asset Management, LLC, its investment manager SK 02337 0009 870869 -----END PRIVACY-ENHANCED MESSAGE-----