Schedule 13D/A DE Shaw Foamex International Inc.

0001359824-06-000018.txt : 20060721 0001359824-06-000018.hdr.sgml : 20060721 20060721171301 ACCESSION NUMBER: 0001359824-06-000018 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060721 DATE AS OF CHANGE: 20060721 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: 1229 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48793 FILM NUMBER: 06974813 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: DE SHAW LAMINAR PORTFOLIOS LLC CENTRAL INDEX KEY: 0001263972 IRS NUMBER: 010577802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 120 W 45TH STREET STREET 2: TOWER 45, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D/A 1 schedule13da.htm SCHEDULE 13D/A DE SHAW FOAMEX INTERNATIONAL INC. Schedule 13D/A DE Shaw Foamex International Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1*)

Foamex International Inc.

_____________________________________________________

(Name of Issuer)

Common Stock, par value $0.01 per share

____________________________________________________

(Title of Class Securities)

344123104

_______________________________________________________

(CUSIP Number)

D.E. Shaw Laminar Portfolios, L.L.C.

Attn: Compliance Department

120 West Forty-Fifth Street

Floor 39, Tower 45

New York, NY 10036

212-478-0000

________________________________________________________

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communication)

Copies to:

Christopher Boies, Esq.

Boies, Schiller & Flexner LLP

333 Main Street

Armonk, NY 10504

914-749-8200

July 19, 2006

________________________________________________________

(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 Rule 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, as amended (the "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).

AMENDMENT NO. 1 TO SCHEDULE 13D

This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on April 20, 2006 (as amended, the “Schedule 13D”). Capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D. Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.

Item 4.	Purpose of Transaction
	Item 4 is hereby supplemented as follows:
	Certain holders of equity securities (including Common Stock and Preferred Stock) of the Issuer have formed an informal ad hoc committee (the “Ad Hoc Committee”). Laminar is a member of the Ad Hoc Committee, which is comprised of Laminar, Par IV Capital Management LLC (“Par IV”), Paloma International L.P. (“Paloma”), and Sigma Capital Management, LLC (“Sigma”), with Goldman, Sachs & Co. (“Goldman”) acting as an observer. Each of the members of the Ad Hoc Committee, as well as Goldman, has informed Laminar that it intends to file separately its own Schedule 13D relating to the formation of the Ad Hoc Committee, and may be deemed to be a member of a group within the meaning of Rule 13d-5(b) of the Act, with respect to its interests in equity securities of the Issuer.
	According to previously filed Schedules 13D, Paloma beneficially owns 3.61% of the equity securities of the Issuer, Sigma beneficially owns 9.4% of the equity securities of the Issuer, and Goldman beneficially owns 19.9% of the equity securities of the Issuer.
	On July 19, 2006, the Issuer’s board of directors adopted a resolution amending the Rights Agreement between the Issuer and Mellon Investor Services LLC, dated as of August 5, 2004 (the “Rights Agreement”), to except the members of the Ad Hoc Committee and Goldman from the definition of “Acquiring Persons” thereunder. In addition, the Rights Agreement was amended to provide that a person shall not be deemed to have “beneficial ownership” (within the meaning of Rule 13d-3 of the Act) of a security under the Rights Agreement solely as a result of an agreement, arrangement or understanding entered into with any other person during, or in connection with, the Issuer’s Chapter 11 case pending in the United States Bankruptcy Court for the District of Delaware.
	Laminar has met, and reserves the right to continue to meet, with the Issuer’s board of directors, management and advisers from time to time to discuss the Issuer’s business and reorganization plan under Chapter 11, its prospects and strategies, as well as various financing and structuring alternatives that may be available. Laminar may work with the Issuer and/or the Issuer’s advisors, and other shareholders, creditors and other constituents, to develop plans or proposals for the Issuer. Laminar has not been retained by the Issuer or any other person to perform these services. These plans or proposals may involve or relate to one or more of the matters described in Item 4 of this Schedule 13D.
Item 7.	Material to be filed as Exhibits
Exhibit 1	Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated February 24, 2004.
Exhibit 2	Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated February 24, 2004.
Exhibit 3	Joint Filing Agreement, by and among the Reporting Persons, dated July 21, 2006.

EX-1 2 exhibit1.htm EXHIBIT 1 Exhibit 1

Exhibit 1

POWER OF ATTORNEY

FOR CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, David E. Shaw, hereby make, constitute and appoint each of:

Anne Dinning,

Julius Gaudio,

Lou Salkind,

Stuart Steckler, and

Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L. P., and general partner or managing member of other entities, any which in turn may be acting for itself or other entities) all documents, certificates, instruments, statement, other filings, and amendments to the forgoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date: February 24, 2004

DAVID E. SHAW, as President of D. E. Shaw & Co., Inc.

/s/David E. Shaw

New York, New York

EX-2 3 exhibit2.htm EXHIBIT 2 Exhibit 2

Exhibit 2

POWER OF ATTORNEY

FOR CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, David E. Shaw, hereby make, constitute and appoint each of:

Anne Dinning,

Julius Gaudio,

Lou Salkind,

Stuart Steckler, and

Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself or as the managing member of D. E. Shaw & Co., L. L. C., which in turn may be acting for itself or as the managing member of other entities) all documents, certificates, instruments, statement, other filings, and amendments to the forgoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date: February 24, 2004

DAVID E. SHAW, as President of D. E. Shaw & Co. II, Inc.

/s/David E. Shaw

New York, New York

EX-3 4 exhibit3.htm EXHIBIT 3 Exhibit 3

Exhibit 3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share of Foamex International Inc., and that this Agreement be included as an Exhibit to such joint filing. 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, each of the undersigned hereby executes this Agreement as of this 21st day of July, 2006.

D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. BY: D. E. SHAW & CO., L.L.C.,

as managing member

By: /s/ Julius Gaudio

Name: Julius Gaudio

Title: Managing Director

D. E. SHAW & CO., L.P.

By: /s/ Julius Gaudio

Name: Julius Gaudio

Title: Managing Director

D. E. SHAW & CO., L.L.C.

By: /s/ Julius Gaudio

Name: Julius Gaudio

Title: Managing Director

DAVID E. SHAW

By: /s/ Julius Gaudio

Name: Julius Gaudio

Title: Attorney-in-Fact for David E. Shaw