-----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, M1WZrI2SfFMdgX4Aw+NKhzEAyheuCoGKn+f1eprfufot4vTMeeDPRWfvnuhfXIyb gB9/nYh3Hn79aza5ydkD7A== 0000950130-01-001782.txt : 20010416 0000950130-01-001782.hdr.sgml : 20010416 ACCESSION NUMBER: 0000950130-01-001782 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010413 GROUP MEMBERS: AIF II LP GROUP MEMBERS: LION ADVISORS, LP 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/A SEC ACT: SEC FILE NUMBER: 005-48793 FILM NUMBER: 1602002 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: AIF II LP CENTRAL INDEX KEY: 0000904239 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O APOLLO ADVISORS LP STREET 2: 1999 AVENUE OF THE STARS SUITE 1900 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 914-694-8000 MAIL ADDRESS: STREET 1: C/O APOLLO ADVISORS LP STREET 2: TWO MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 SC 13D/A 1 0001.txt AMENDMENT NO. 1 TO SCHEDULE 13D Page 1 of 7 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 1)/1/ Foamex International Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 344123 10 4 -------------------------------- (CUSIP Number) John F. Hartigan, Esq. Morgan, Lewis & Bockius LLP 300 South Grand Avenue, Los Angeles, California 90071-3132 (213) 612-2630 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 2000 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement on Schedule 13D) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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. /1/ 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 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). Page 2 of 7 Pages SCHEDULE 13D CUSIP No. 344123 10 4 - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lion Advisors, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ----------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 7 Pages SCHEDULE 13D CUSIP No. 344123 10 4 - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AIF II, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,267,536 NUMBER OF ----------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,267,536 PERSON WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,267,536 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 7 Pages This Amendment No. 1 (this "Amendment No. 1") relates to the Statement on Schedule 13D filed on December 23, 1993 (the "Schedule 13D") with the Securities and Exchange Commission on behalf of the following persons (collectively, the "Reporting Persons"): (1) Lion Advisors, L.P., a Delaware limited partnership ("Lion Advisors"), and (2) AIF II, L.P., a Delaware limited partnership ("AIF"), which relates to the Common Stock, $.01 par value per share ("Common Stock"), of Foamex International Inc., a Delaware corporation (the "Company"). Capitalized terms used but not defined in this Amendment No. 1 shall have the respective meanings ascribed to them in the Schedule 13D. Pursuant to Rule 13d-2(e) of the Exchange Act, which provides that an amendment to a paper format Schedule 13D filed by a registrant that has become subject to electronic filing shall be in electronic format and the first such amendment shall restate the entire text of the Schedule 13D. The Schedule 13D is being filed as part of this Amendment No. 1 as Exhibit 1 hereto and is hereby incorporated by reference herein for all purposes. Because previously filed paper exhibits to a Schedule 13D are not required to be restated electronically, exhibits to the Schedule 13D are not being refiled with this Amendment No. 1. Items 5 and 7 of the Schedule 13D are hereby amended and supplemented as follows: Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ (a) Lion Advisors no longer has beneficial ownership over any previously reported securities inasmuch as the underlying Investment Management Agreement (the "Management Agreement") under which beneficial ownership was attributable to Lion Advisors expired by its terms in June 2000. At that time, CDR Enterprises, the successor in interest to the initial account holder under the Management Agreement with respect to the subject securities became the direct holder of an aggregate of 1,017,536 shares of Common Stock of the Company previously subject to the Management Agreement. The indicated account holder from the expired Management Agreement is not affiliated with the Reporting Persons. As of the date of this filing, AIF beneficially owns 1,267,536 shares of Common Stock of the Company, which represent 5.4% of all shares of Common Stock of the Company outstanding. The percentage is based on the number of shares of Common Stock of the Company issued and outstanding as of March 15, 2001, as reported in the Company's Form 10-K for the year ended December 31, 2000. The Reporting Persons no longer beneficially own any shares of Common Stock of the Company issuable upon the exercise of warrants previously reported as subject to beneficial ownership inasmuch as these warrants expired pursuant to their terms on October 12, 1999. As previously reported in the Schedule 13D, the indicated ownership continues to be held for investment purposes in the ordinary course of business. Other than the matters referenced herein, the Reporting Persons have not engaged in any transactions involving the Company's securities. AIF reserves the right, however, to change any of its intentions, whether through the acquisition or disposition of shares of Common Stock of the Company or otherwise. (b) The number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for the Reporting Persons is set forth in the cover pages and such information is incorporated herein by reference. Page 5 of 7 Pages (c) The response in Item 5(a) of this Amendment No. 1 is incorporated herein by reference. (d) Not applicable. (e) Lion Advisors ceased to be the beneficial owners of more than five percent of the Common Stock of the Company on June 30, 2000. Item 7. Material to be filed as Exhibits. - ------ -------------------------------- Exhibit 1: Statement on Schedule 13D filed by the Reporting Persons, dated December 23, 1993. Page 6 of 7 Pages SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated as of the 13th day of April, 2001. LION ADVISORS, L.P. By: Lion Capital Management, Inc. its General Partner By: /s/ Michael D. Weiner ------------------------- Name: Michael D. Weiner Title: Vice President AIF II, L.P. By: Apollo Advisors, L.P., its Managing General Partner By: Apollo Capital Management, Inc., its General Partner By: /s/ Michael D. Weiner ------------------------- Name: Michael D. Weiner Title: Vice President Page 7 of 7 Pages Exhibit Index Exhibit Number Description - ------ ----------- Exhibit 1: Statement on Schedule 13D filed by the Reporting Persons, dated December 23, 1993. EX-99.1 2 0002.txt STATEMENT ON SCHEDULE 13D DATED 12/23/93 Exhibit 1 Page 1 of 11 Pages 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 - ------------------------------------------------------------------------------- (Title of Class of Securities) 344123 10 4 -------------------------------------- (CUSIP Number) John F. Hartigan, Esq. Morgan, Lewis & Bockius 801 South Grand Avenue, Los Angeles, CA 90017 (213) 612-2500 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 14, 1993 - ------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). Page 2 of 11 Pages SCHEDULE 13D CUSIP No. 344123 10 4 - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lion Advisors, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,548,710 shares of Common Stock (including 531,174 shares issuable upon exercise of warrants) NUMBER OF ----------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,548,710 shares of Common Stock (including 531,174 shares PERSON WITH issuable upon exercise of warrants) ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,548,710 shares of Common Stock (including 531,174 shares issuable upon exercise of warrants) - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 11 Pages SCHEDULE 13D CUSIP No. 344123 10 4 - --------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AIF II, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,548,711 shares of Common Stock (including 531,175 shares issuable upon exercise of warrants) NUMBER OF ----------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,548,711 shares of Common Stock (including 531,175 shares PERSON WITH issuable upon exercise of warrants) ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,548,711 shares of Common Stock (including 531,175 shares issuable upon exercise of warrants) - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 11 Pages STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Item 1. Security and Issuer. - ------ ------------------- This Statement on Schedule 13D relates to the Common Stock, par value $0.01 per share ("Common Stock"), of Foamex International Inc., a Delaware corporation (the "Company" or "Foamex"). The principal executive offices of Foamex are located at 823 Waterman Avenue, East Providence, Rhode Island 02914. Item 2. Identity and Background. - ------ ----------------------- This Statement is filed jointly by AIF II, L.P., a Delaware limited partnership ("AIF"), and Lion Advisors, L.P., a Delaware limited partnership ("Lion Advisors"). Such persons are collectively referred to herein as the "Reporting Persons." AIF is principally engaged in the business of investment in securities. The address of AIF's principal business and its principal office is c/o CIBC Bank and Trust Company (Cayman) Limited, Edward Street, Georgetown, Grand Cayman, Cayman Islands, British West Indies. The managing general partner of AIF is Apollo Advisors, L.P., a Delaware limited partnership ("Advisors"). The administrative general partner of AIF is Apollo Fund Administration Limited, a Cayman Islands corporation. Advisors is principally engaged in the business of serving as managing general partner of AIF and another investment fund. Apollo Fund Administration Limited is principally engaged in the business of serving as administrative general partner of AIF and another investment fund. AIF does not have any other general partners. The respective addresses of the principal business and principal office of each of Advisors and Apollo Fund Administration Limited are: Apollo Advisors, L.P., Two Manhattanville Road, Purchase, New York 10577; and Apollo Fund Administration Limited, c/o CIBC Bank and Trust Company (Cayman) Limited, Edward Street, Georgetown, Grand Cayman, Cayman Islands, British West Indies. Lion Advisors, a limited partnership organized under the laws of the State of Delaware, is principally engaged in the business of serving as advisor to and representative for its clients, including Marely I S.A. ("Marely"), a corporation organized under the laws of France. Page 5 of 11 Pages The address of Lion Advisors' principal business and its principal office is 1301 Avenue of the Americas, New York, New York 10019. Pursuant to an investment advisory agreement by and between Marely and Lion Advisors (the "Investment Advisory Agreement"), Marely has appointed Lion Advisors as its exclusive investment manager with respect to an investment account, and Lion Advisors has the sole power to vote and dispose of any securities held in such account. The general partner of Lion Advisors is Lion Capital Management, Inc. ("Capital Management"), a Delaware corporation, which is principally engaged in the business of serving as general partner of Lion Advisors. The address of the principal business and principal office of Capital Management is c/o Lion Advisors, L.P., 1301 Avenue of the Americas, New York, New York 10019. The Reporting Persons may together constitute a "group" within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended. Attached as Appendix A to Item 2 is information concerning the principals, executive officers, directors and principal shareholders of the Reporting Persons and other entities as to which such information is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Neither the Reporting Persons, Advisors, Apollo Fund Administration Limited, Capital Management nor any of the persons or entities referred to in Appendix A to Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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. - ------ ------------------------------------------------- In connection with the consummation on December 14, 1993 of the transactions contemplated by the Company's Registration Statement on Form S-1, as amended (Registration No. 33-69606), declared effective by the Securities and Exchange Commission on December 7, 1993, and the exercise of the option by AIF described below (the "Option"), the Reporting Persons acquired beneficial ownership of an aggregate of 3,097,421 shares of Common Stock of the Company (including 1,062,349 shares of Common Stock issuable upon exercise of warrants exercisable until October 12, 1999 at an exercise price of $12.30 per share). The Reporting Persons acquired beneficial ownership of such shares of Common Stock and warrants by virtue of the exchanges made in connection with the consummation of the transactions contemplated by the Registration Statement, by Lion Advisors, on behalf of its client Marely, (a) of certain limited partnership interests in Foamex, L.P., a 99%-owned subsidiary of the Company (the "Limited Partnership Interests"), and (b) warrants to acquire additional Limited Partnership Interests (the "Warrant Limited Partnership Interests"), representing in the aggregate an approximately 18% Limited Partnership Interest, and the exercise of the Option by AIF. Lion Advisors acquired beneficial ownership of the Limited Page 6 of 11 Pages Partnership Interests and the Warrant Limited Partnership Interests on October 12, 1992, in connection with a financing of Foamex, L.P., whereby Lion Advisors, on behalf of its client, Marely, contributed approximately $30.6 million in debentures and cash in exchange for the Limited Partnership Interests and the Warrant Limited Partnership Interests. Without considering the exercise of the Option, at the consummation of the transactions contemplated by and described in the Registration Statement, Lion Advisors would have been entitled to receive an aggregate of 3,097,421 shares of Common Stock of the Company (including 1,062,349 shares of Common Stock issuable upon exercise of warrants), and a cash payment of $8,356,500. Pursuant to an option agreement under which Lion Advisors, on behalf of Marely, agreed to grant to AIF at the time Lion Advisors acquired beneficial ownership of the Limited Partnership Interests and the Warrant Limited Partnership Interests in Foamex, L.P., the right to acquire fifty percent of the shares of Common Stock, warrants and cash to be received by Lion Advisors, on behalf of Marely, upon the consummation of the transactions contemplated by and described in the Registration Statement. On December 14, 1993, simultaneously with the consummation of the transactions contemplated by and described in the Registration Statement, AIF exercised its rights pursuant to the Option and received 1,548,711 shares of Common Stock (including 531,175 shares issuable upon exercise of warrants) and $4,178,250, in exchange for an Option exercise price generally based upon one- half of the original cost basis of Lion Advisors, on behalf of Marely, for such securities. The funds used by AIF to acquire beneficial ownership of the securities reported hereon were acquired by AIF from capital contributions of its partners available for investment. The foregoing response to this Item 3 is qualified in its entirety by reference to the Registration Statement, the full text of which is filed as Exhibit 1 hereto and incorporated herein by this reference. Item 4. Purpose of Transaction. - ------ ---------------------- The Reporting Persons acquired beneficial ownership of the shares of Common Stock described in Item 3 to which this Statement on Schedule 13D relates as a result of the consummation of the transactions contemplated by and described in the Registration Statement described in Item 3 above. Such shares of Common Stock were acquired in the ordinary course of business for investment purposes and not with the purpose of changing or influencing control of the issuer. The Reporting Persons may change any of their current intentions, acquire additional shares of Common Stock or sell or otherwise dispose of all or any part of the Common Stock beneficially owned by the Reporting Persons, or take any other action with respect to Foamex or any of its debt or equity securities in any manner permitted by law. Except as disclosed in this Item 4, the Reporting Persons have no current plans or proposals which relate to or would result in any of the events described in Items (a) through (j) of the instructions to Item 4 of Schedule 13D. Page 7 of 11 Pages The foregoing response to this Item 4 is qualified in its entirety by reference to the Registration Statement, the full text of which is filed as Exhibit 1 hereto and incorporated herein by this reference. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ The Reporting Persons acquired beneficial ownership of the shares of Common Stock described in Item 3 to which this Statement on Schedule 13D relates as a result of the consummation of the transactions contemplated by the Registration Statement. (a) Lion Advisors indirectly beneficially owns 1,548,710 shares of Common Stock (including 531,174 shares issuable upon exercise of warrants) or 5.9% of the Common Stock outstanding. AIF beneficially owns 1,548,711 shares of Common Stock (including 531,175 shares issuable upon exercise of warrants) or 5.9% of the Common Stock outstanding. The Reporting Persons beneficially own, in the aggregate, 3,097,421 shares of Common Stock (including 1,062,349 shares issuable upon exercise of warrants) or 11.8% of the Common Stock. Beneficial ownership of such shares was acquired as described in Item 3. (b) The number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for the Reporting Persons is set forth in the cover pages and such information is incorporated herein by this reference. (c) Except as disclosed in Item 3 herein, there have been no reportable transactions with respect to the Common Stock within the last 60 days by the Reporting Persons. (d) Subject to the terms of the Investment Advisory Agreement, the Reporting Persons have the sole right to receive dividends from, or the proceeds from the sale of, the securities reported hereon. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect - ------ --------------------------------------------------------------------- to the Securities of the Issuer. ------------------------------- The responses to Item 3, Item 4 and Item 5 are incorporated herein by this reference. Pursuant to a registration rights agreement between Lion Advisors, on behalf of Marely, and the Company, Lion Advisors has the right to demand the registration at the Company's expense of securities beneficially owned by Lion Advisors. Pursuant to a master agreement among, inter alia, Lion Advisors, on behalf of Marely, and the Company, Lion Advisors has certain investment participation rights with respect to the Company and its securities. In the event that `21' International Holdings, Inc., a stockholder of the Company ("21"), proposes to make additional equity investments in or to acquire additional equity securities of the Company (other than by open market transactions or pursuant to existing management plans), 21 must give notice of such proposed transaction to Lion Advisors. Upon Page 8 of 11 Pages receipt of such notice, Lion Advisors, on behalf of Marely, has the right to participate in any such transaction, on a pro rata basis based upon the number of shares beneficially owned by 21 and Lion Advisors on the same terms as being offered to 21. In the event that 21 proposes to transfer or sell more than 3% of the outstanding Common Stock of the Company (other than by an open market sale), to an entity not controlled by 21, 21 must give notice of such proposed transaction to Lion Advisors. Upon receipt of such notice, Lion Advisors, on behalf of Marely, has the right to participate in any such transaction, on a pro rata basis based upon the number of shares beneficially owned by 21 and Lion Advisors on the same terms as being offered to 21. In connection with the transfer to AIF of the shares of Common Stock and the warrants to acquire Common Stock, Lion Advisors assigned to AIF that portion of its rights under the registration rights agreement and the master agreement described above which relate to the Common Stock and the warrants reported hereon. Such letter agreement states that AIF and Lion Advisors, on behalf of Marely, will act as a single unit by agreeing to deliver to each other any notice received by either party under the master agreement and by jointly exercising any demand registration rights under the registration rights agreement. Item 7. Material to be Filed as Exhibits. - ------ -------------------------------- (1) Registration Statement. - --------------- * Incorporated by reference to the Registration Statement on Form S-1, as amended (Registration No. 33-69606) as filed with the Securities and Exchange Commission and declared effective on December 7, 1993. Page 9 of 11 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 and agree that this statement may be filed jointly with Lion Advisors, L.P. Dated: December 20, 1993 AIF II, L.P. By: Apollo Advisors, L.P., Managing General Partner By: Apollo Capital Management, Inc., General Partner By: /s/ Michael D. Weiner ------------------------------------- Name: Michael D. Weiner Title: Vice President, Apollo Capital Management, Inc. Page 10 of 11 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 and agree that this statement may be filed jointly with AIF II, L.P. Dated: December 20, 1993 LION ADVISORS, L.P. By: Lion Capital Management, Inc., General Partner By: /s/ Michael D. Weiner ------------------------------------- Name: Michael D. Weiner Title: Vice President, Lion Capital Management, Inc. Page 11 of 11 Pages APPENDIX A TO ITEM 2 The following sets forth information with respect to the general partners, executive officers, directors and principal shareholders of AIF, Advisors, which is the managing general partner of AIF, Apollo Capital Management, Inc., a Delaware corporation which is the managing general partner of Advisors ("Apollo Capital"), Apollo Fund Administration Limited ("Administration") which is the administrative general partner of Advisors, Lion Advisors and Lion Capital Management, Inc., a Delaware corporation which is the sole general partner of Lion Advisors ("Capital Management"). The principal occupation of each of Arthur Bilger, Leon Black, Craig Cogut and John Hannan, each of whom is a United States citizen, is to act as an executive officer and director of Apollo Capital Management and of Capital Management, and each is a limited partner of Advisors and Lion Advisors. The principal business of Advisors and of Lion Advisors is to provide advice regarding investments in securities. Mr. Bilger is a Vice President and a director of Apollo Capital and Capital Management. Mr. Bilger's business address is 1999 Avenue of the Stars, Los Angeles, California 90067. Mr. Black is the President and a director of Apollo Capital and the President and a director of Capital Management. Mr. Black's business address is Two Manhattanville Road, Purchase, New York 10577. Mr. Cogut is a Vice President and a director of Apollo Capital and the Secretary and a Vice President and director of Capital Management. Mr. Cogut's business address is Two Manhattanville Road, Purchase, New York 10577. Mr. Hannan is a Vice President and director of Apollo Capital and a Vice President and director of Capital Management. Mr. Hannan's business address is Two Manhattanville Road, Purchase, New York 10577. Peter Henry Larder, Michael Francis Benedict Gillooly, Ian Thomas Patrick and Martin William Laidlaw, each of whom is a British citizen, each serves as a director of Administration. Each of the above four individuals is principally employed by CIBC Bank and Trust Company (Cayman) Limited ("CIBC") in the following positions: Mr. Larder, Managing Director; Mr. Gillooly, Deputy Managing Director; Mr. Patrick, Manager-Accounting Services; and Mr. Laidlaw, Senior Fund Accountant. CIBC is a Cayman Islands corporation which is principally engaged in the provision of trust, banking and corporate administration services, the principal address of which is Edward Street, Grand Cayman, Cayman Islands, British West Indies. It provides accounting, administrative and other services to Administration pursuant to a contract. Messrs. Bilger, Black, Cogut and Hannan are the beneficial owners of the stock of Administration. -----END PRIVACY-ENHANCED MESSAGE-----