Foamex will transfer its carpet cushion business to Leggett & Platt in exchange for Leggett & Platt's polyurethane foam business and a cash payment.

Foamex's carpet cushion business manufactures and distributes prime, rebond, felt and rubber underlay products. Leggett & Platt's polyurethane foam business manufactures and distributes components for bedding and furniture, as well as consumer products.

In connection with the proposed asset exchange, the parties would enter into certain agreements relating to the sale of scrap and prime foam and interim sharing of facilities.

The proposed transaction is subject to the satisfactory completion of due diligence by each party and to definitive documentation and customary closing conditions, including regulatory approval pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

No assurance can be given that the proposed transaction will be consummated.