-----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, JPT5W73+kGx8tejRntIM5jinOe62NX6U0U+DBL4PJfUv+wlfWiZD6gs0kTOiIVRK HP4PXUoBz/npngGesKpOVQ== 0000921530-01-500090.txt : 20010710 0000921530-01-500090.hdr.sgml : 20010710 ACCESSION NUMBER: 0000921530-01-500090 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010706 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 13D SEC ACT: SEC FILE NUMBER: 005-48793 FILM NUMBER: 1676046 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: COGAN MARSHALL S CENTRAL INDEX KEY: 0001037073 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 767 THIRD AVENUE 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2127526660 MAIL ADDRESS: STREET 1: 767 THIRD AVENUE 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 foamex_13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FOAMEX INTERNATIONAL INC. ------------------------- (Name of Issuer) Common Stock, Par Value $0.01 ----------------------------- (Title of Class of Securities) 344123-10-4 ----------- (CUSIP Number) Steven H. Scheinman, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue New York, New York 10022 (212) 872-1000 ------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 6, 2001 ---------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on 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 ("Act") 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). Continued on following page(s) Page 1 of 6 Pages SCHEDULE 13D CUSIP No. 344123-10-4 Page 2 of 6 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MARSHALL S. COGAN 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) PF 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization United States 7 Sole Voting Power 1,865,263 Number of Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,865,263 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,865,263 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 7.77% 14 Type of Reporting Person (See Instructions) IN; OO Page 3 of 6 Pages This Statement on Schedule 13D relates to shares of Common Stock, $0.01 par value per share (the "Shares"), of Foamex International Inc., a Delaware corporation (the "Issuer"). This Statement supersedes any other Statements on Schedule 13D that have been filed on behalf of the Reporting Person (as defined herein) with respect to the Issuer. Item 1. Security and Issuer. This Statement relates to the Shares. The address of the principal executive offices of the Issuer is 1000 Columbia Avenue, Linwood, Pennsylvania 19061. Item 2. Identity and Background. This Statement is being filed on behalf of Marshall S. Cogan (the "Reporting Person"). This Statement relates to securities held for the accounts of the Reporting Person and two trusts with respect to which the Reporting Person serves as the sole trustee ("Trust A" and "Trust B" respectively). By virtue of his position as the sole trustee of Trust A and Trust B, the Reporting Person may be deemed to have voting and investment power over the securities held for the accounts of Trust A and Trust B and may therefore be deemed to be the beneficial owner of such securities. The Reporting Person disclaims beneficial ownership of any securities not held directly for his account. The principal occupation of the Reporting Person is to serve as Chairman of the Board of the Issuer. The principal business address of the Reporting Person is 767 Third Avenue, 15th Floor, New York, New York 10017. The Reporting Person is a United States citizen. During the past five years, the Reporting Person has not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding as a result of which he has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Person expended approximately $623,456 of his personal funds to acquire the securities reported herein as being acquired since May 7, 2001 (60 days prior to the date hereof). The foregoing amount expended by the Reporting Person does not include any trading commissions or other fees paid by the Reporting Person. The securities held for the accounts of the Reporting Person, Trust A and Trust B may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. The positions which may be held in the margin accounts, including the Shares, are pledged as collateral security for the repayment of debit balances in the respective accounts. Item 4. Purpose of Transaction. All of the securities reported herein as having been acquired for or disposed of from the accounts of the Reporting Person, Trust A and/or Trust B were acquired or disposed of for investment purposes. Except as set Page 4 of 6 Pages forth below, the Reporting Person has no plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person is an officer and director of the Issuer. In his capacity as an officer and director of the Issuer, the Reporting Person may have influence over the corporate activities of the Issuer, including activities which may relate to transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Person, market conditions or other factors. Item 5. Interest in Securities of the Issuer. (a) The Reporting Person may be deemed to be the beneficial owner of 1,865,263 Shares (approximately 7.77% of the total number of Shares outstanding assuming the exercise of all of the options which are held for the account of the Reporting Person and which are exercisable within 60 days of the date hereof). This number includes (A) 164,300 Shares held for the account of Trust A; (B) 702,500 Shares held for the account of Trust B; (C) 545,396 Shares held for held for the account of the Reporting Person and (D) 453,067 Shares issuable upon the exercise of the 453,067 options which are held for the account of the Reporting Person and which are exercisable within 60 days of the date hereof. (b) The Reporting Person may be deemed to have the sole power to direct the voting and disposition of the 1,865,263 Shares held for the accounts of Trust A, Trust B and the Reporting Person (assuming the exercise of all of the options which are held for the account of the Reporting Person and which are exercisable within 60 days of the date hereof). (c) Except for the transactions listed on Annex A hereto, there have been no transactions effected with respect to the Shares since May 7, 2001 (60 days prior to the date hereof) by the Reporting Person. (d) Subject to the terms of the respective trust agreements, the beneficiaries of Trust A and Trust B have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the accounts of Trust A and Trust B in accordance with their interests in Trust A and Trust B, respectively. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. This Item 6 is not applicable. Item 7. Material to be filed as Exhibits. This Item 7 is not applicable. Page 5 of 6 Pages 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. Date: July 6, 2001 MARSHALL S. COGAN /s/ MARSHALL S. COGAN --------------------------- Page 6 of 6 Pages ANNEX A RECENT TRANSACTIONS IN THE SECURITIES OF FOAMEX INTERNATIONAL INC.
For the Date of Nature of Number of Price per How Transaction Account of Transaction Transaction Securities Share Effected ---------- ----------- ----------- ---------- --------- -------- Marshall S. Cogan 5/9/01 Purchase 4,200 $5.5390 Open Market Trust B 5/11/01 Sale 5,000 $5.2540 Open Market Marshall S. Cogan 5/14/01 Purchase 500 $5.2500 Open Market Marshall S. Cogan 5/15/01 Purchase 5,000 $5.3050 Open Market Trust B 5/18/01 Sale 600 $5.3500 Open Market Trust B 5/30/01 Sale 2,000 $5.7600 Open Market Trust B 6/1/01 Sale 100 $5.8500 Open Market Trust B 6/4/01 Sale 4,900 $5.6949 Open Market Marshall S. Cogan 6/6/01 Purchase 113,096 $5.04918 Privately Negotiated Trust B 6/13/01 Sale 10,000 $6.5000 Open Market Trust B 6/14/01 Sale 9,000 $6.9000 Open Market Trust B 6/14/01 Sale 10,000 $6.9000 Open Market Trust B 6/15/01 Sale 5,000 $6.9320 Open Market Trust B 6/18/01 Sale 1,000 $7.0700 Open Market Trust B 6/18/01 Sale 1,000 $7.2500 Open Market Trust B 6/20/01 Sale 11,100 $7.3066 Open Market Trust A 6/20/01 Sale 1,300 $7.3000 Open Market Trust B 6/21/01 Sale 3,300 $7.4000 Open Market Trust A 6/22/01 Sale 4,800 $7.4000 Open Market Trust A 6/26/01 Sale 9,900 $7.4237 Open Market Trust A 6/26/01 Sale 1,000 $7.4910 Open Market
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