-----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, VpXrG7vKaKwX+iWZiSnHLLygpKHbIYTosFp6pNaNgHp2RsuqKmG8zqRgxJnOWXbg hortcrpG4uBZK5L3GLEJVQ== 0000912908-05-000104.txt : 20051227 0000912908-05-000104.hdr.sgml : 20051226 20051227135605 ACCESSION NUMBER: 0000912908-05-000104 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051223 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051227 DATE AS OF CHANGE: 20051227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOAMEX L P CENTRAL INDEX KEY: 0000890080 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS FOAM PRODUCTS [3086] IRS NUMBER: 050475617 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11432 FILM NUMBER: 051286709 BUSINESS ADDRESS: STREET 1: 1000 COLUMBIA AVENUE CITY: LINEWOOD STATE: PA ZIP: 19061 BUSINESS PHONE: 6108593000 MAIL ADDRESS: STREET 1: 1000 COLUMBIA AVE CITY: LINWOOD STATE: PA ZIP: 19061 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOAMEX CAPITAL CORP CENTRAL INDEX KEY: 0000890081 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS FOAM PRODUCTS [3086] IRS NUMBER: 223182164 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11436 FILM NUMBER: 051286708 BUSINESS ADDRESS: STREET 1: 1000 COLUMBIA AVE CITY: LINWOOD STATE: PA ZIP: 19061 BUSINESS PHONE: 6108593000 MAIL ADDRESS: STREET 1: 1000 COLUMBIA AVE CITY: LINWOOD STATE: PA ZIP: 19061 FILER: 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: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22624 FILM NUMBER: 051286707 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 8-K 1 k8122705.txt UNITED STATES 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 (Date of earliest event reported): December 23, 2005 ----------------------------- FOAMEX INTERNATIONAL INC. FOAMEX L.P. FOAMEX CAPITAL CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 0-22624 05-0473908 Delaware 1-11432 05-0475617 Delaware 1-11436 22-3182164 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 1000 Columbia Avenue Linwood, Pennsylvania 19061 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (610) 859-3000 --------------------------- Not applicable - -------------------------------------------------------------------------------- (Former name or former address if changed since last report) SECTION 8 - OTHER EVENTS ITEM 8.01 - Other Events. On December 23, 2005, Foamex International Inc. (the "Company") issued a press release announcing that the Company and certain of its subsidiaries filed their proposed Joint Plan of Reorganization and accompanying Disclosure Statement with the United States Bankruptcy Court for the District of Delaware. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 - Financial Statements and Exhibits (c) Exhibits 99.1 Press Release, dated December 23, 2005, issued by Foamex International Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 27, 2005 FOAMEX INTERNATIONAL INC. By: /s/ Gregory J. Christian --------------------------------------- Name: Gregory J. Christian Title: Executive Vice President, General Counsel and Chief Restructuring Officer FOAMEX L.P. By: FMXI, INC., its Managing General Partner By: /s/ Gregory J. Christian --------------------------------------- Name: Gregory J. Christian Title: Executive Vice President, General Counsel and Chief Restructuring Officer FOAMEX CAPITAL CORPORATION By: /s/ Gregory J. Christian --------------------------------------- Name: Gregory J. Christian Title: Vice President and Secretary EXHIBIT INDEX Exhibit Number Description 99.1 Press Release, dated December 23, 2005, issued by Foamex International Inc. EX-99 2 pr122305.txt [GRAPHIC OMITTED] Press Release - -------------------------------------------------------------------------------- Contacts: Investors Media Investor Relations Department Denise DesChenes / Nathaniel Garnick (800) 451-3801 Citigate Sard Verbinnen (212) 687-8080 FOAMEX FILES PROPOSED CHAPTER 11 PLAN OF REORGANIZATION AND DISCLOSURE STATEMENT - -------------------------------------------------------------------------------- LINWOOD, PA, December 23, 2005 - Foamex International Inc. (FMXIQ.PK) announced that the Company and certain of its subsidiaries today filed their proposed Joint Plan of Reorganization (the "Plan") and accompanying Disclosure Statement with the U.S. Bankruptcy Court for the District of Delaware. Subject to approval of the Plan by the Bankruptcy Court, the Company expects to emerge from chapter 11 in the spring of 2006. In September 2005, Foamex reached an agreement in principle with holders of a majority in amount of senior secured notes on the key terms of a proposed restructuring to restore the financial health of the Company. As part of this process, the Company voluntarily filed for chapter 11 protection, allowing Foamex to expedite and complete its restructuring while operating without disruption. Tom Chorman, President and Chief Executive Officer of Foamex, stated, "Today's filing of the Plan is a key step in the restructuring process and moves us closer to our goal of emerging as a financially stronger company and solidifying our position as the leading supplier of polyurethane foam solutions. This important milestone would not have been possible without the hard work and dedication of our employees and the support of our customers and suppliers. Working with our creditors, other stakeholders and the Court, we look forward to guiding the Company into a new phase of stability and growth." Under the proposed Plan, which is subject to creditor acceptance and confirmation by the Bankruptcy Court, Foamex's financial restructuring will be primarily achieved through a debt-for-equity conversion resulting in the reduction of approximately $500 million of total indebtedness from pre-petition amounts. Foamex's existing common stock will be cancelled and no distribution will be available for current shareholders. The terms of the Plan include the following: >> Full payment in cash to holders of Allowed Administrative Claims, Priority Tax Claims, DIP Financing Claims, Other Priority Claims and Other Secured Claims; >> Holders of Allowed Senior Secured Note Claims will receive their pro rata share of 100% of the new common stock of reorganized Foamex, subject to dilution; >> Holders of Allowed Senior Subordinated Note Claims will receive their pro rata share of New Warrants permitting them to purchase up to 5% of the new common stock of reorganized Foamex, subject to dilution, provided that the class of such Claims votes to accept the Plan; >> Holders of Allowed General Unsecured Claims will receive their pro rata share of $1.5 million, provided that the distribution to such holders does not exceed 5% of the allowed amount of their Claims, and provided further that the class of such Claims votes to accept the Plan; >> Holders of Old Preferred Stock, Old Common Stock and Other Equity Interests will receive nothing under the Plan and their shares and interests in Foamex will be cancelled on the effective date of the Plan; and >> A new Board of Directors for the reorganized company will be appointed by the Holders of Allowed Senior Secured Note Claims as the owners of the New Common Stock of the reorganized Company. The Disclosure Statement includes a historical profile of the Company, a description of distributions to creditors and an analysis of the Plan's feasibility, as well as many of the technical matters required for the confirmation process, such as descriptions of who will be eligible to vote on the Plan and the voting process itself. A hearing on the adequacy of the Disclosure Statement has been scheduled for January 26, 2006. Court approval of the Disclosure Statement will allow Foamex to begin solicitation of votes for confirmation of the Plan. More information about Foamex's reorganization case is available on the Company's web site at www.foamex.com/restructuring. About Foamex International Inc. Foamex, headquartered in Linwood, PA, is the world's leading producer of comfort cushioning for bedding, furniture, carpet cushion and automotive markets. The Company also manufactures high-performance polymers for diverse applications in the industrial, aerospace, defense, electronics and computer industries. For more information visit the Foamex web site at http://www.foamex.com. Forward-Looking Statements This press release contains, and oral statements made from time to time by representatives of the Company may contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are affected by risks, uncertainties and assumptions that the Company makes about, among other things, the outcome of proceedings in its chapter 11 case. While the Company believes that its assumptions regarding the foregoing matters are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that the Company's forward-looking statements will prove to be accurate. Readers should be aware that any forward-looking statement made in this press release or elsewhere by the Company speaks only as of the date on which it is made, and the Company disclaims any obligation or intent to update any of the factors listed above or forward-looking statements. # # # -----END PRIVACY-ENHANCED MESSAGE-----