-----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, GewtA6C3ZZcj57VHNhmPcSMYjPcN8XhfNBzlDC5O+cbn8UmkQS3ftlwhgTLyOiBF 6TcUrXfOrUR7E6jV1HEZ8A== 0000947871-01-501223.txt : 20020413 0000947871-01-501223.hdr.sgml : 20020413 ACCESSION NUMBER: 0000947871-01-501223 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011221 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOCIETE GENERALE DE BELGIQUE CENTRAL INDEX KEY: 0000813500 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: RUE ROYALE 30 B-1000 CITY: BRUSSELS BELGIUM BUSINESS PHONE: 0113225070268 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: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48793 FILM NUMBER: 1820824 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 SC 13G/A 1 sc13gasgb_121901.txt SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Foamex International Inc. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 344123 10 4 (CUSIP Number) December 11, 2001 (Date of Event Which Requires Filing of this Statement) Jean-Francois Poncelet Societe Generale de Belgique rue Royale 30 B-1000 Brussels, Belgium Telephone: 011-32-2-507-02-11 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Douglas P. Bartner, Esq. Shearman & Sterling 599 Lexington Avenue New York, NY 10022 Telephone: (212) 848-4000 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) SCHEDULE 13G/A CUSIP NO. 344123 10 4 Page 2 of 9 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) SOCIETE GENERALE DE BELGIQUE 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] Not Applicable. (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Belgium NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 1,592,671 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON 0 WITH 7 SOLE DISPOSITIVE POWER 1,592,671 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,592,671 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9%* * Based on a total of 27,158,016 shares of common stock, par value $0.01 per share (the "Common Stock"), outstanding as of the close of business on December 11, 2001, as represented by the transfer agent of Foamex International Inc. (the "Issuer"). 12 TYPE OF REPORTING PERSON CO SCHEDULE 13G/A CUSIP NO. 344123 10 4 Page 3 of 9 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) COMPAGNIE EUROPEENNE POUR LE DEVELOPPEMENT ELECTRIQUE ET ELECTRONIQUE, a wholly owned subsidiary of Societe Generale de Belgique 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] Not applicable. (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Belgium NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 1,592,671 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON 0 WITH 7 SOLE DISPOSITIVE POWER 1,592,671 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,592,671 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9%* * Based on a total of 27,158,016 shares of Common Stock outstanding as of the close of business on December 11, 2001, as represented by the transfer agent of the Issuer. 12 TYPE OF REPORTING PERSON CO SCHEDULE 13G/A This Amendment No. 1 (this "First Amendment") amends and supplements the Schedule 13G filed with the Securities and Exchange Commission on January 6, 2000 (the "Schedule 13G") by Societe Generale de Belgique, and is filed to reflect information required by Rule 13d-1 under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of the Issuer. Capitalized terms used in this First Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13G. Item 1 (a) Name of Issuer: (a) Foamex International Inc. Item 1 (b) Address of Issuer's Principal Executive Offices: 1000 Columbia Avenue Linwood, Pennsylvania 19601 Item 2 (a) Name of Person Filing: (1) Societe Generale de Belgique (2) Compagnie Europeenne pour le Developpement Electrique et Electronique, a wholly owned subsidiary of Societe Generale de Belgique Item 2 (b) Address of Principal Business Office: The address of the principal business office of each person filing is: (1) Societe Generale de Belgique, rue Royale 30, B-1000, Brussels, Belgium (2) Compagnie Europeenne pour le Developpement Electrique et Electronique, c/o Societe Generale de Belgique, rue Royale 30, B-1000, Brussels, Belgium Item 2 (c) Citizenship: (1) This corporation is organized under the laws of Belgium. (2) This corporation is organized under the laws of Belgium. Item 2 (d) Title of Class of Securities: Common Stock, par value $.01 per share. Item 2 (e) CUSIP Number: 344123 10 4 Item 3 This statement is filed pursuant to ss.240.13d-1(c). Item 4 Ownership: (a) Amount Beneficially Owned by Each Reporting Person: 1,592,671 shares (b) Percent of Class Pertaining to Each Reporting Person: 5.9% (c) Number of Shares as to which Each Such Person has: (i) Sole power to vote or to direct the vote: 1,592,671 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,592,671 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5 Ownership of Five Percent or Less of a Class: Not Applicable. Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not Applicable. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: Not applicable. Item 8 Identification and Classification of Members of the Group: Not Applicable. Item 9 Notice of Dissolution of Group: Not Applicable. Item 10 Certification: By signing below we certify that, to the best of our 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 that 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. SOCIETE GENERALE DE BELGIQUE* Dated: December 21, 2001 By: /s/ Jean-Francois Poncelet ------------------------------- Name: Jean-Francois Poncelet Title: Director * Jean-Francois Poncelet signs this document on behalf of Societe Generale de Belgique pursuant to a power of attorney attached to the Schedule 13G filed with the Securities and Exchange Commission on or about January 6, 2000 on behalf of Societe Generale de Belgique, which said power of attorney is hereby incorporated by reference. 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. COMPAGNIE EUROPEENNE POUR LE DEVELOPPEMENT ELECTRIQUE ET ELECTRONIQUE Dated: December 21, 2001 By: /s/ Jean-Francois Poncelet --------------------------- Name: Jean-Francois Poncelet Title: Director POWER OF ATTORNEY The undersigned, Compagnie Europeenne pour le Developpement Electrique et Electronique S.A., a "societe anonyme" under Belgian law with a registered office at rue Royale 30, B-1000 Brussels, Belgium, hereby appoints as its attorney-in-fact, with full power of substitution: Jean-Francois Poncelet to execute in the name, place and stead of the undersigned Amendment No. 1 to the statement on Schedule 13G of Societe Generale de Belgique, dated January 6, 2000 (the "Schedule 13G"), (including any subsequent amendments to the Schedule 13G) with respect to the shares of Common Stock of Foamex International Inc., and to file the same, and any subsequent amendments to the Schedule 13G, with the United States Securities and Exchange Commission and the undersigned hereby agrees that this Power of Attorney be attached thereto. Compagnie Europeenne pour le Developpement Electrique et Electronique S.A. By: /s/ Eric Bitton - --------------------------------- Name: Eric Bitton Title: Director By: /s/ Jean-Jacques Massart - --------------------------------- Name: Jean-Jacques Massart Title: Director AGREEMENT OF JOINT FILING The undersigned hereby agree that this Amendment No. 1, dated December 11, 2001 (the "First Amendment"), to the Statement on Schedule 13G, dated January 6, 2000 (the "Schedule 13G"), with respect to the Common Stock, par value $0.01 per share, of Foamex International Inc. is, and any subsequent amendments to the Schedule 13G executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(c) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included in the First Amendment and each such subsequent amendment to the Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of the First Amendment and any subsequent amendments to the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 21st day of December, 2001. SOCIETE GENERALE DE BELGIQUE By: /s/ Jean-Jacques Massart ----------------------------------- Name: Jean-Jacques Massart Title: Chief Executive Officer By: /s/ Jean-Pierre Standaert ----------------------------------- Name: Jean-Pierre Standaert Title: Chief Executive Officer COMPAGNIE EUROPEENNE POUR LE DEVELOPPEMENT ELECTRIQUE ET ELECTRONIQUE S.A. By: /s/ Eric Bitton ----------------------------------- Name: Eric Bitton Title: Director By: /s/ Jean-Jacques Massart ----------------------------------- Name: Jean-Jacques Massart Title: Director -----END PRIVACY-ENHANCED MESSAGE-----