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| CIK | 748015 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sealy Corp.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| August 5, 2016 |
Exhibit 5.5 August 5, 2016 Tempur Sealy International, Inc. 1000 Tempur Way Lexington, Kentucky 40511 Ladies and Gentlemen: We have acted as special counsel in the State of North Carolina (the ?State?) for SEALY TECHNOLOGY LLC, a North Carolina limited liability company (the ?Guarantor?), a subsidiary of Tempur Sealy International, Inc., a Delaware corporation (the ?Company?), in connection with t |
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| August 5, 2016 |
Tempur Sealy International, Inc. Exhibit 99.3 Tempur Sealy International, Inc. Offer to Exchange up to $600,000,000 Principal Amount of 5.500% Senior Notes due 2026 for a Like Principal Amount of 5.500% Senior Notes due 2026 (the “Exchange Offer”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Prospectus, dated , 2016 To Our Clients: Enclosed for your consideration |
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| August 5, 2016 |
As filed with the Securities and Exchange Commission on August 5, 2016 S-4 1 d234614ds4.htm S-4 Table of Contents As filed with the Securities and Exchange Commission on August 5, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tempur Sealy International, Inc. Delaware 2510 33-1022198 (State or other jurisdiction of incorporation or organization) (Prima |
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| August 5, 2016 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95- |
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| August 5, 2016 |
Tempur Sealy International, Inc. EX-99.4 14 d234614dex994.htm EX-99.4 Exhibit 99.4 Tempur Sealy International, Inc. Offer to Exchange up to $600,000,000 Principal Amount of 5.500% Senior Notes due 2026 for a Like Principal Amount of 5.500% Senior Notes due 2026 which have been registered under the Securities Act of 1933 (the “Exchange Offer”) Pursuant to the Prospectus dated , 2016 To: Brokers, Dealers, Commercial Banks, Trust Co |
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| August 5, 2016 |
EX-99.1 11 d234614dex991.htm EX-99.1 Exhibit 99.1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, you should immediately consult your broker, bank manager, lawyer, accountant, investment advisor or other professional advisor. LETTER OF TRANSMITTAL Relating to Tempur Sealy International, Inc. Offer to Exchange Up to $600,000,00 |
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| August 5, 2016 |
EX-5.6 Exhibit 5.6 August 5, 2016 Tempur Sealy International, Inc. 1000 Tempur Way Lexington, Kentucky 40511 Re: Registration Statement on Form S-4 Relating to $600,000,000 Aggregate Principal Amount of 5.500% Senior Notes due 2026 Ladies and Gentlemen: We have acted as special local counsel in the State of Ohio (the “State”) to Sealy Mattress Company, Sealy, Inc., and Sealy Mattress Company of Pu |
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| August 5, 2016 |
EX-99.2 12 d234614dex992.htm EX-99.2 Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY TEMPUR SEALY INTERNATIONAL, INC. OFFER TO EXCHANGE ALL OUTSTANDING $600,000,000 5.500% Senior Notes due 2026 FOR NEWLY ISSUED, REGISTERED $600,000,000 5.500% Senior Notes due 2026 This Notice of Guaranteed Delivery or one substantially equivalent hereto must be used by registered holders of outstanding 5.500% Senior No |
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| August 5, 2016 |
EX-5.3 Exhibit 5.3 August 5, 2016 Tempur Sealy International, Inc. 1000 Tempur Way Lexington, Kentucky 40511 Ladies and Gentlemen: We have acted as special counsel to Sealy of Minnesota, Inc., a Minnesota corporation (the “Company”), to render this opinion in connection with that certain registration statement on Form S-4 (the “Registration Statement”) filed by Tempur Sealy International, Inc. (fo |
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| August 5, 2016 |
EX-12.1 Exhibit 12.1 COMPUTATION OF EARNINGS TO FIXED CHARGES Six Month Period Ended Fiscal Year Ended December 31, (in millions) June 30, 2016 2015 2014 2013(1) 2012 2011 Earnings(2) $ 84.8 $ 197.3 $ 168.6 $ 126.1 $ 229.2 $ 328.4 Fixed Charges: Interest expense and amortization of debt discount and financing cost 44.5 96.1 91.9 110.8 18.8 11.9 Loss on extinguishment of debt(3) 47.2 — — — — — Esti |
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| August 5, 2016 |
Exhibit 5.4 190 Carondelet Plaza, Suite 600 St. Louis, MO 63105 Main: 314.480.1500 Fax: 314.480.1505 August 5, 2016 Tempur Sealy International, Inc. 1000 Tempur Way Lexington, Kentucky 40511 RE: Sealy Mattress Company of Kansas City, Inc. Registration Statement on Form S-4 in connection with $600,000,000 Aggregate Principal Amount of 5.500% Senior Notes due 2026 Ladies and Gentlemen: We have acted |
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| March 8, 2016 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-209511 PROSPECTUS Tempur Sealy International, Inc. Offer to Exchange 5.625% Senior Notes due 2023 for New 5.625% Senior Notes due 2023 that have been registered under the Securities Act of 1933 We are offering to exchange registered 5.625% Senior Notes due 2023, or the Exchange Notes, for an equivalent amount of our outstandin |
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| February 12, 2016 |
EX-25.1 22 d134687dex251.htm EX-25.1 Exhibit 25.1 FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION OF TRUSTEE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE |
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| February 12, 2016 |
LIMITED LIABILITY COMPANY AGREEMENT TEMPUR WORLD, LLC A DELAWARE LIMITED LIABILITY COMPANY Exhibit 3.11 LIMITED LIABILITY COMPANY AGREEMENT OF TEMPUR WORLD, LLC A DELAWARE LIMITED LIABILITY COMPANY This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tempur World, LLC, a Delaware limited liability company (the “Company”), dated as of December 29, 2003, is made by Tempur-Pedic International Inc., a Delaware corporation (the “Member”). RECITALS WHEREAS, the Company originally wa |
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| February 12, 2016 |
Tempur Sealy International, Inc. Exhibit 99.3 Tempur Sealy International, Inc. Offer to Exchange up to $450,000,000 Principal Amount of 5.625% Senior Notes due 2023 for a Like Principal Amount of 5.625% Senior Notes due 2023 (the ?Exchange Offer?) which have been registered under the Securities Act of 1933, as amended (the ?Securities Act?). Pursuant to the Prospectus, dated , 2016 To Our Clients: Enclosed for your consideration |
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| February 12, 2016 |
Exhibit 21.1 SUBSIDIARIES OF TEMPUR SEALY INTERNATIONAL, INC. Entity State or Country of Organization Tempur World, LLC Delaware Tempur-Pedic Management, LLC Delaware Tempur-Pedic Manufacturing, Inc. Delaware Tempur Production USA, LLC Virginia Cocoon International Sales, LLC (formerly Dawn Sleep Technologies, Inc.) Delaware Tempur-Pedic Sales, Inc. Delaware Tempur-Pedic North America, LLC Delawar |
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| February 12, 2016 |
LIMITED LIABILITY COMPANY AGREEMENT COCOON INTERNATIONAL SALES, LLC EX-3.15 4 d134687dex315.htm EX-3.15 Exhibit 3.15 LIMITED LIABILITY COMPANY AGREEMENT OF COCOON INTERNATIONAL SALES, LLC This Limited Liability Company Agreement of Cocoon International Sales, LLC, dated as of October 27, 2015 and effective on October 31, 2015, at 11:59 p.m. Eastern Daylight Time (this “Agreement”), is entered into by Tempur-Pedic Management, LLC, as the sole member (the “Member”). |
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| February 12, 2016 |
Exhibit 5.7 February 12, 2016 Tempur Sealy International, Inc. 1000 Tempur Way Lexington, Kentucky 40511 Ladies and Gentlemen: We have acted as special counsel in the State of North Carolina (the ?State?) for SEALY TECHNOLOGY LLC, a North Carolina limited liability company (the ?Guarantor?), a subsidiary of Tempur Sealy International, Inc., a Delaware corporation (the ?Company?), in connection wit |
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| February 12, 2016 |
LIMITED LIABILITY COMPANY AGREEMENT SEALY US SALES, LLC EX-3.57 10 d134687dex357.htm EX-3.57 Exhibit 3.57 LIMITED LIABILITY COMPANY AGREEMENT OF SEALY US SALES, LLC This Limited Liability Company Agreement of Sealy US Sales, LLC, dated and effective as of November 23, 2015 (this “Agreement”), is entered into by The Ohio Mattress Company Licensing & Components Group, Inc., as the sole member (the “Member”). The Member, by execution of this Agreement, he |
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| February 12, 2016 |
Exhibit 12.1 COMPUTATION OF EARNINGS TO FIXED CHARGES Fiscal Year Ended December 31, (in millions) 2015 2014 2013(1) 2012 2011 Earnings(2) $ 197.3 $ 168.6 $ 126.1 $ 229.2 $ 328.4 Fixed Charges: Interest expense and amortization of debt discount and financing cost 96.1 91.9 110.8 18.8 11.9 Estimate of the interest within the rental expense 2.6 2.3 1.8 0.4 0.5 Total Fixed Charges $ 98.7 $ 94.2 $ 112 |
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| February 12, 2016 |
Tempur Sealy International, Inc. EX-99.4 26 d134687dex994.htm EX-99.4 Exhibit 99.4 Tempur Sealy International, Inc. Offer to Exchange up to $450,000,000 Principal Amount of 5.625% Senior Notes due 2023 for a Like Principal Amount of 5.625% Senior Notes due 2023 which have been registered under the Securities Act of 1933 (the “Exchange Offer”) Pursuant to the Prospectus dated , 2016 To: Brokers, Dealers, Commercial Banks, Trust Co |
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| February 12, 2016 |
Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY TEMPUR SEALY INTERNATIONAL, INC. OFFER TO EXCHANGE ALL OUTSTANDING $450,000,000 5.625% Senior Notes due 2023 FOR NEWLY ISSUED, REGISTERED $450,000,000 5.625% Senior Notes due 2023 This Notice of Guaranteed Delivery or one substantially equivalent hereto must be used by registered holders of outstanding 5.625% Senior Notes due 2023 (the ?Original Notes?) o |
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| February 12, 2016 |
CERTIFICATE OF FORMATION TS EXTENDED WARRANTY, LLC EX-3.54 7 d134687dex354.htm EX-3.54 Exhibit 3.54 CERTIFICATE OF FORMATION OF TS EXTENDED WARRANTY, LLC This Certificate of Formation of TS Extended Warranty, LLC (the “LLC”), dated as of January 27, 2014, has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et |
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| February 12, 2016 |
Exhibit 5.5 February 12, 2016 Tempur Sealy International, Inc. 1000 Tempur Way Lexington, Kentucky 40511 Ladies and Gentlemen: We have acted as special counsel to Sealy of Minnesota, Inc., a Minnesota corporation (the ?Company?), to render this opinion in connection with that certain registration statement on Form S-4 (the ?Registration Statement?) filed by Tempur Sealy International, Inc. (former |
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| February 12, 2016 |
Exhibit 5.3 Baker & McKenzie LLP 300 East Randolph Street, Suite 5000 Chicago, Illinois 60601, USA Tel: +1 312 861 8000 Fax: +1 312 861 2899 www.bakermckenzie.com February 12, 2016 Tempur Sealy International, Inc. 1000 Tempur Way Lexington, Kentucky 40511 Ladies and Gentlemen: We have acted as special Illinois counsel to Sealy Mattress Company of Illinois, an Illinois corporation, and A. Brandwein |
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| February 12, 2016 |
CERTIFICATE OF FORMATION SEALY US SALES, LLC EX-3.56 9 d134687dex356.htm EX-3.56 Exhibit 3.56 CERTIFICATE OF FORMATION OF SEALY US SALES, LLC This Certificate of Formation of Sealy US Sales, LLC (the “LLC”), dated as of November 23, 2015, has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.). FIRS |
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| February 12, 2016 |
Exhibit 5.8 February 12, 2016 Tempur Sealy International, Inc. 1000 Tempur Way Lexington, Kentucky 40511 Re: Registration Statement on Form S-4 Relating to $450,0000,000 Aggregate Principal Amount of 5.625% Senior Notes due 2023 Ladies and Gentlemen: We have acted as special local counsel in the State of Ohio (the ?State?) to Sealy Mattress Company, Sealy, Inc., and Sealy Mattress Company of Puert |
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| February 12, 2016 |
As filed with the Securities and Exchange Commission on February 12, 2016 S-4 1 d134687ds4.htm FORM S-4 Table of Contents As filed with the Securities and Exchange Commission on February 12, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tempur Sealy International, Inc. Delaware 2510 33-1022198 (State or other jurisdiction of incorporation or organization |
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| February 12, 2016 |
Exhibit 5.6 190 Carondelet Plaza, Suite 600 St. Louis, MO 63105 Main: 314.480.1500 Fax: 314.480.1505 February 12, 2016 Tempur Sealy International, Inc. 1000 Tempur Way Lexington, Kentucky 40511 RE: Sealy Mattress Company of Kansas City, Inc. Registration Statement on Form S-4 in connection with $450,000,000 Aggregate Principal Amount of 5.625% Senior Notes due 2023 Ladies and Gentlemen: We have ac |
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| February 12, 2016 |
Exhibit 5.4 February 12, 2016 Tempur Sealy International, Inc. 1000 Tempur Way Lexington, Kentucky 40511 Ladies and Gentlemen: We have acted as special counsel to Tempur Production USA, LLC, a Virginia limited liability company (the ?Virginia Guarantor?), and Sealy of Maryland and Virginia, Inc., a Maryland corporation (the ?Maryland Guarantor?; the Virginia Guarantor and the Maryland Guarantor ea |
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| February 12, 2016 |
CERTIFICATE OF FORMATION COCOON INTERNATIONAL SALES, LLC EX-3.14 3 d134687dex314.htm EX-3.14 Exhibit 3.14 CERTIFICATE OF FORMATION OF COCOON INTERNATIONAL SALES, LLC This Certificate of Formation of Cocoon International Sales, LLC (the “LLC”), dated as of October 27, 2015, has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § |
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| February 12, 2016 |
CERTIFICATE OF FORMATION TEMPUR-PEDIC AMERICA, LLC EX-3.20 5 d134687dex320.htm EX-3.20 Exhibit 3.20 CERTIFICATE OF FORMATION OF TEMPUR-PEDIC AMERICA, LLC This Certificate of Formation of Tempur-Pedic America, LLC (the “LLC”), dated as of November 7, 2011, has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et |
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| February 12, 2016 |
LIMITED LIABILITY COMPANY AGREEMENT TEMPUR-PEDIC AMERICA, LLC Exhibit 3.21 LIMITED LIABILITY COMPANY AGREEMENT OF TEMPUR-PEDIC AMERICA, LLC This Limited Liability Company Agreement of Tempur-Pedic America, LLC, dated and effective as of November 7, 2011 (this “Agreement”), is entered into by Tempur-Medic Management, Inc., as the sole member (the “Member”). The Member, by execution of this Agreement, hereby forms a limited liability company pursuant to and in |
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| February 12, 2016 |
LIMITED LIABILITY COMPANY AGREEMENT TS EXTENDED WARRANTY, LLC Exhibit 3.55 LIMITED LIABILITY COMPANY AGREEMENT OF TS EXTENDED WARRANTY, LLC This Limited Liability Company Agreement of TS Extended Warranty, LLC, dated and effective as of January 27, 2014 (this ?Agreement?), is entered into by Tempur-Pedic Management, LLC, as the sole member (the ?Member?). The Member, by execution of this Agreement, hereby forms a limited liability company pursuant to and in |
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| February 12, 2016 |
EX-99.1 23 d134687dex991.htm EX-99.1 Exhibit 99.1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, you should immediately consult your broker, bank manager, lawyer, accountant, investment advisor or other professional advisor. LETTER OF TRANSMITTAL Relating to Tempur Sealy International, Inc. Offer to Exchange Up to $450,000,00 |
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| February 14, 2014 |
ZZ / Sealy Corp. / Hayman Capital Management, L.P. - SCHEDULE 13G AMENDMENT NO. 2 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sealy Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 812139301 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| July 26, 2013 |
Final Prospectus Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. |
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| July 12, 2013 |
ATTORNEYS AND COUNSELORS ONE ARTS PLAZA 1722 ROUTH STREET • SUITE 1500 DALLAS, TEXAS 75201-2533 EX-5.10 Exhibit 5.10 THOMPSON & KNIGHT LLP ATTORNEYS AND COUNSELORS ONE ARTS PLAZA 1722 ROUTH STREET • SUITE 1500 DALLAS, TEXAS 75201-2533 214.969.1700 AUSTIN DALLAS DETROIT FORT WORTH HOUSTON LOS ANGELES NEW YORK SAN FRANCISCO FAX 214.969.1751 www.tklaw.com ALGIERS LONDON MONTERREY PARIS July 12, 2013 Tempur Sealy International, Inc. 100 Tempur Way Lexington, Kentucky 40511 Ladies and Gentlemen: |
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| July 12, 2013 |
Amendment No.1 to Form S-4 Table of Contents As filed with the Securities and Exchange Commission on July 12, 2013 Registration No. 333-189063 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tempur Sealy International, Inc. Delaware 2510 33-1022198 (State or other jurisdiction of incorporati |
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| July 12, 2013 |
EX-5.9 Exhibit 5.9 July 12, 2013 Tempur Sealy International, Inc. 1000 Tempur Way Lexington, Kentucky 40511 Re: Registration Statement on Form S-4 Relating to $375,000,000 Aggregate Principal Amount of 6.875% Senior Notes Ladies and Gentlemen: We have acted as special Tennessee counsel for Tempur Sealy International, Inc., f/k/a Tempur-Pedic International Inc. (the “Company”), a Delaware corporati |
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| July 12, 2013 |
EX-5.6 190 Carondelet Plaza, Suite 600 St. Louis, MO 63105 Main: 314.480.1500 Fax: 314.480.1505 Exhibit 5.6 July 12, 2013 Tempur Sealy International, Inc. 1000 Tempur Way Lexington, Kentucky 40511 Re: Sealy Mattress Company of Kansas City, Inc. Registration Statement on Form S-4 in connection with $375,000,000 Aggregate Principal Amount of 6.875% Senior Notes due 2020. Ladies and Gentlemen: We hav |
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| July 12, 2013 |
EX-5.4 Exhibit 5.4 124 West Allegan Street, Suite 1000 Lansing, Michigan 48933 T (517) 482-5800 F (517) 482-0887 www.fraserlawfirm.com Douglas J. Austin Michael E. Cavanaugh David E.S. Marvin Stephen L. Burlingame Darrell A. Lindman Gary C. Rogers Mark A. Bush Michael H. Perry Brandon W. Zuk Thomas J. Waters Michael S. Ashton H. Kirby Albright Graham K. Crabtree Michael P. Donnelly Edward J. Caste |
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| July 12, 2013 |
EX-10.6 12 d543125dex106.htm EX-10.6 Exhibit 10.6 AMENDMENT NO. 1 (this “Amendment”) dated as of March 13, 2013, to the Credit Agreement dated as of December 12, 2012 (the “Credit Agreement”), among TEMPUR-PEDIC INTERNATIONAL INC., a Delaware corporation (the “Parent”), TEMPUR-PEDIC MANAGEMENT, LLC (the “Lead Borrower”), TEMPUR-PEDIC NORTH AMERICA, LLC and TEMPUR PRODUCTION USA, LLC, each as a Bor |
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| July 12, 2013 |
EX-5.5 Exhibit 5.5 July 12, 2013 Tempur Sealy International, Inc. 1000 Tempur Way Lexington, Kentucky 40511 Ladies and Gentlemen: We have acted as special counsel to Sealy of Minnesota, Inc., a Minnesota corporation (the “Company”), in connection with that certain registration statement on Form S-4 (the “Registration Statement”) filed by Tempur Sealy International, Inc. (formerly known as Tempur-P |
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| July 12, 2013 |
EX-5.7 Exhibit 5.7 July 12, 2013 Tempur Sealy International, Inc. 1000 Tempur Way Lexington, Kentucky 40511 Ladies and Gentlemen: We have acted as special counsel in the State of North Carolina (the “State”) to Sealy Real Estate, Inc. and SEALY TECHNOLOGY LLC (the “Opinion Parties”), each a subsidiary of Tempur Sealy International, Inc., a Delaware corporation (the “Company”), in connection with t |
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| July 12, 2013 |
EX-5.3 Exhibit 5.3 Asia Pacific Bangkok Beijing Hanoi Ho Chi Minh City Hong Kong Jakarta* Kuala Lumpur* Manila* Melbourne Shanghai Singapore Sydney Taipei Tokyo Europe, Middle East & Africa Abu Dhabi Almaty Amsterdam Antwerp Bahrain Baku Barcelona Berlin Brussels Budapest Cairo Casablanca Doha Dusseldorf Frankfurt/Main Geneva Istanbul Johannesburg Kyiv London Luxembourg Madrid Milan Moscow Munich |
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| July 12, 2013 |
EX-10.7 13 d543125dex107.htm EX-10.7 Exhibit 10.7 EXECUTION VERSION AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 (this “Second Amendment”) dated as of May 16, 2013 to the Credit Agreement dated as of December 12, 2012 (as amended by Amendment No. 1 to the Credit Agreement dated as of March 13, 2013, the “Credit Agreement”), among TEMPUR-PEDIC INTERNATIONAL INC. (the “Parent”), TEMPUR-PEDIC |
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| July 12, 2013 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95- |
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| July 12, 2013 |
EX-5.8 Exhibit 5.8 v Vorys, Sater, Seymour and Pease LLP Legal Counsel 52 East Gay St. PO Box 1008 Columbus, Ohio 43216-1008 614.464.6400 | www.vorys.com Founded 1909 July 12, 2013 Tempur Sealy International, Inc. 1000 Tempur Way Lexington, Kentucky 40511 Re: Registration Statement on Form S-4 Relating to $375,0000,000 Aggregate Principal Amount of 6.875% Senior Notes due 2020 Ladies and Gentlemen |
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| June 4, 2013 |
BYLAWS TEMPUR-PEDIC TECHNOLOGIES, INC. 1. Meetings of Stockholders EX-3.13 EXHIBIT 3.13 BYLAWS OF TEMPUR-PEDIC TECHNOLOGIES, INC. 1. Meetings of Stockholders 1.1 Except as the Board of Directors may otherwise designate, the annual meeting of the stockholders of the Corporation shall be held at a time and date as set by the Board of Directors. 1.2 The annual meeting of the stockholders shall be held at a place designated by the Board of Directors or, if the Board |
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| June 4, 2013 |
CERTIFICATE OF INCORPORATION Tempur-Pedic Manufacturing, Inc. * * * * * EX-3.16 EXHIBIT 3.16 CERTIFICATE OF INCORPORATION OF Tempur-Pedic Manufacturing, Inc. * * * * * 1. The name of the corporation is: Tempur-Pedic Manufacturing, Inc. 2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street. Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is: The Corporation Trust |
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| June 4, 2013 |
CERTIFICATE OF INCORPORATION SEALY MATTRESS CORPORATION EX-3.28 EXHIBIT 3.28 CERTIFICATE OF INCORPORATION OF SEALY MATTRESS CORPORATION The undersigned, in order to form a corporation for the purpose hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, hereby certifies that: 1. The name of the Corporation is Sealy Mattress Corporation. 2. The registered office and registered agent of the Corp |
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| June 4, 2013 |
SEALY MATTRESS CORPORATION ARTICLE I MEETING OF STOCKHOLDERS EX-3.29 EXHIBIT 3.29 SEALY MATTRESS CORPORATION BY-LAWS ARTICLE I MEETING OF STOCKHOLDERS Section 1. Place of Meeting and Notice. Meetings of the stockholders of the Corporation shall be held at such place either within or without the State of Delaware as the Board of Directors may determine. Section 2. Annual and Special Meetings. Annual meetings of stockholders shall be held, at a date, time and |
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| June 4, 2013 |
CERTIFICATE OF INCORPORATION SEALY-KOREA, INC. EX-3.34 EXHIBIT 3.34 CERTIFICATE OF INCORPORATION OF SEALY-KOREA, INC. FIRST The name of the Corporation is Sealy-Korea, Inc. SECOND The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company. THIRD The nature of the business or |
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| June 4, 2013 |
ARTICLES OF INCORPORATION SEALY OF MARYLAND AND VIRGINIA, INC. EX-3.40 EXHIBIT 3.40 ARTICLES OF INCORPORATION OF SEALY OF MARYLAND AND VIRGINIA, INC. FIRST: I, M. Peter Moser, whose post office address is 1300 Mercantile Bank & Trust Building, 2 Hopkins Plaza, Baltimore, Maryland 21201, being at least eighteen (18) years of age, hereby form a corporation under and by virtue of the General Laws of the State of Maryland. SECOND: The name of the corporation (her |
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| June 4, 2013 |
CERTIFICATE OF FORMATION MATTRESS HOLDINGS INTERNATIONAL, LLC EXHIBIT 3.36 CERTIFICATE OF FORMATION OF MATTRESS HOLDINGS INTERNATIONAL, LLC This Certificate of Formation of Mattress Holdings International, LLC (the “LLC”) has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Act (6 Del. C. § 18-101, et. seq.). FIRST. The name of the limited liability com |
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| June 4, 2013 |
CERTIFICATE OF INCORPORATION Sealy Mattress Manufacturing Company, Inc. EX-3.32 Exhibit 3.32 CERTIFICATE OF INCORPORATION OF Sealy Mattress Manufacturing Company, Inc. 1. The name of the corporation is: Sealy Mattress Manufacturing Company, Inc. 2. The address of its registered office in the State of Delaware is 100 West Tenth Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. T |
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| June 4, 2013 |
SECOND AMENDED AND RESTATED BYLAWS SEALY CORPORATION A Delaware Corporation ARTICLE I EX-3.27 EXHIBIT 3.27 Effective: October 15, 2002 SECOND AMENDED AND RESTATED BYLAWS OF SEALY CORPORATION A Delaware Corporation ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located in the City of Wilmington, County of New Castle, State of Delaware, and the name of the corporation’s registered agent at such address shall |
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| June 4, 2013 |
BYLAWS TEMPUR-PEDIC SALES, INC. EX-3.19 EXHIBIT 3.19 BYLAWS OF TEMPUR-PEDIC SALES, INC. I certify that the following Bylaws, consisting of two pages, each of which I have initialed for identification, are the Bylaws adopted by the Board of Directors of Tempur-Pedic Sales, Inc. (the “Corporation”), by a Written Action by Directors in Lieu of Organizational Meeting dated July 1, 2008. /s/ William H. Poche William H. Poche, Secreta |
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| June 4, 2013 |
CERTIFICATE OF INCORPORATION TEMPUR-PEDIC TECHNOLOGIES, INC. EX-3.12 EXHIBIT 3.12 CERTIFICATE OF INCORPORATION OF TEMPUR-PEDIC TECHNOLOGIES, INC. 1. Name. The name of the corporation is: Tempur-Pedic Technologies, Inc. 2. Registered Office and Agent. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address i |
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| June 4, 2013 |
CERTIFICATE OF INCORPORATION Tempur-Pedic Sales, Inc. * * * * * EX-3.18 EXHIBIT 3.18 CERTIFICATE OF INCORPORATION OF Tempur-Pedic Sales, Inc. * * * * * 1. The name of the corporation is: Tempur-Pedic Sales, Inc. 2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is: The Corporation Trust Company. 3. The |
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| June 4, 2013 |
LIMITED LIABILITY COMPANY AGREEMENT TEMPUR-PEDIC AMERICA, LLC EX-3.21 EXHIBIT 3.21 LIMITED LIABILITY COMPANY AGREEMENT OF TEMPUR-PEDIC AMERICA, LLC This Limited Liability Company Agreement of Tempur-Pedic America, LLC, dated and effective as of November 7, 2011 (this “Agreement”), is entered into by Tempur-Medic Management, Inc., as the sole member (the “Member”). The Member, by execution of this Agreement, hereby forms a limited liability company pursuant t |
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| June 4, 2013 |
BY-LAWS SEALY MATTRESS MANUFACTURING COMPANY, INC. ARTICLE I EXHIBIT 3.33 April 1, 1988 BY-LAWS OF SEALY MATTRESS MANUFACTURING COMPANY, INC. ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the name of the corporation’s registered agent is The Corporation Trust Company. SEC |
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| June 4, 2013 |
AMENDED AND RESTATED ARTICLES OF INCORPORATION EX-3.52 Exhibit 3.52 AMENDED AND RESTATED ARTICLES OF INCORPORATION Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following: 1. The present name of the Corporation is Sealy Mattress Company of Kansas City, Inc. The name under which it was originally organized is Sealy Mattress Co. of Kansas City. 2. Amended and Restate |
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| June 4, 2013 |
BY-LAWS THE STEARNS & FOSTER UPHOLSTERY FURNITURE COMPANY ARTICLE I EXHIBIT 3.61 4/1/88 BY-LAWS OF THE STEARNS & FOSTER UPHOLSTERY FURNITURE COMPANY ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the corporation in the State of Ohio shall be located at 815 Superior Avenue, N.E., in the City of Cleveland, and the name of the corporation’s registered agent is C T Corporation System. SECTION 1.2. Other Offices. The corporation may have off |
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| June 4, 2013 |
OPERATING AGREEMENT TEMPUR PRODUCTION USA, LLC A VIRGINIA LIMITED LIABILITY COMPANY EX-3.9 EXHIBIT 3.9 OPERATING AGREEMENT OF TEMPUR PRODUCTION USA, LLC A VIRGINIA LIMITED LIABILITY COMPANY This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Temper Production USA, LLC, a Virginia limited liability company (the “Company”), dated as of July 1, 2008, is made by Tempur-Pedic Management Inc., a Delaware corporation (the “Member”). RECITALS WHEREAS, the Company originally wa |
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| June 4, 2013 |
EX-5.4 Exhibit 5.4 124 West Allegan Street, Suite 1000 Lansing, Michigan 48933 T (517) 482-5800 F (517) 482-0887 www.fraserlawfirm.com Douglas J. Austin Michael E. Cavanaugh David E.S. Marvin Stephen L. Burlingame Darrell A. Lindman Gary C. Rogers Mark A. Bush Michael H. Perry Brandon W. Zuk Thomas J. Waters Michael S. Ashton H. Kirby Albright Graham K. Crabtree Michael P. Donnelly Edward J. Caste |
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| June 4, 2013 |
EX-99.1 Exhibit 99.1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, you should immediately consult your broker, bank manager, lawyer, accountant, investment advisor or other professional advisor. LETTER OF TRANSMITTAL Relating to Tempur Sealy International, Inc. Offer to Exchange Up to $375,000,000 Principal Amount Outstandin |
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| June 4, 2013 |
LIMITED LIABILITY COMPANY AGREEMENT TEMPUR-PEDIC MANAGEMENT, LLC EX-3.5 EXHIBIT 3.5 LIMITED LIABILITY COMPANY AGREEMENT OF TEMPUR-PEDIC MANAGEMENT, LLC This Limited Liability Company Agreement of Tempur-Pedic Management, LLC, dated and effective as of September 30, 2012 (this “Agreement”), is entered into by Tempur World, LLC,’ as the sole member (the “Member”). WHEREAS, Tempur-Pedic Management, Inc. (the “Corporation”) was organized as a Delaware corporation o |
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| June 4, 2013 |
S-4 1 d543125ds4.htm S-4 Table of Contents As filed with the Securities and Exchange Commission on June 3, 2013 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tempur Sealy International, Inc. Delaware 2510 33-1022198 (State or other jurisdiction of incorporation or organization) (Primary |
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| June 4, 2013 |
BY-LAWS OF SEALY MATTRESS COMPANY OF MEMPHIS ARTICLE I EX-3.73 EXHIBIT 3.73 April 1, 1988 BY-LAWS OF SEALY MATTRESS COMPANY OF MEMPHIS ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the corporation in the State of Tennessee shall be located at 6th Floor, First Tennessee Bank Building, in the City of Knoxville, and the name of the corporation’s registered agent is CT Corporation System. SECTION 1.2. Other Offices. The corpor |
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| June 4, 2013 |
EX-5.7 Exhibit 5.7 June 3, 2013 Tempur Sealy International, Inc. 1000 Tempur Way Lexington, Kentucky 40511 Ladies and Gentlemen: We have acted as special counsel in the State of North Carolina (the “State”) to Sealy Real Estate, Inc. and SEALY TECHNOLOGY LLC (the “Opinion Parties”), each a subsidiary of Tempur Sealy International, Inc., a Delaware corporation (the “Company”), in connection with th |
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| June 4, 2013 |
EX-5.8 Exhibit 5.8 v Vorys, Sater, Seymour and Pease LLP Legal Counsel 52 East Gay St. PO Box 1008 Columbus, Ohio 43216-1008 614.464.6400 | www.vorys.com Founded 1909 June 3, 2013 Tempur Sealy International, Inc. 1000 Tempur Way Lexington, Kentucky 40511 Re: Registration Statement on Form S-4 Relating to $375,0000,000 Aggregate Principal Amount of 6.875% Senior Notes due 2020 Ladies and Gentlemen: |
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| June 4, 2013 |
EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its char |
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| June 4, 2013 |
LIMITED LIABILITY COMPANY AGREEMENT TEMPUR WORLD, LLC A DELAWARE LIMITED LIABILITY COMPANY EX-3.11 Exhibit 3.11 LIMITED LIABILITY COMPANY AGREEMENT OF TEMPUR WORLD, LLC A DELAWARE LIMITED LIABILITY COMPANY This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tempur World, LLC, a Delaware limited liability company (the “Company”), dated as of December 29, 2003, is made by Tempur-Pedic International Inc., a Delaware corporation (the “Member”). RECITALS WHEREAS, the Company origi |
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| June 4, 2013 |
ARTICLES OF INCORPORATION MONTEREY MANUFACTURING CO. EX-3.24 EXHIBIT 3.24 ARTICLES OF INCORPORATION OF MONTEREY MANUFACTURING CO. ONE: The name of this Corporation is MONTEREY MANUFACTURING CO. TWO: The purpose of the corporation is to engage in any lawful act or activities for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a professi |
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| June 4, 2013 |
BY-LAWS SEALY COMPONENTS—PADS, INC. ARTICLE I EX-3.39 EXHIBIT 3.39 BY-LAWS OF SEALY COMPONENTS—PADS, INC. ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the name of the corporation’s registered agent is The Corporation Trust Company. SECTION 1.2. Other Offic |
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| June 4, 2013 |
CERTIFICATE OF FORMATION TEMPUR-PEDIC MANAGEMENT, LLC EX-3.4 Exhibit 3.4 CERTIFICATE OF FORMATION OF TEMPUR-PEDIC MANAGEMENT, LLC This Certificate of Formation of Tempur-Pedic Management, LLC (the “LLC”), dated as of September 28, 2012, has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.). FIRST. The name |
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| June 4, 2013 |
BY-LAWS SEALY MATTRESS COMPANY OF ALBANY, INC. ARTICLE I EX-3.45 EXHIBIT 3.45 April 1, 1988 BY-LAWS OF SEALY MATTRESS COMPANY OF ALBANY, INC. ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the corporation in the State of New York shall be located at 1633 Broadway, in the City of New York, and the name of the corporation’s registered agent is CT Corporation System. SECTION 1.2. Other Offices. The corporation may have offices a |
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| June 4, 2013 |
ARTICLES OF INCORPORATION SEALY MATTRESS CO., OF GEORGIA, INC. EX-3.50 Exhibit 3.50 ARTICLES OF INCORPORATION OF SEALY MATTRESS CO., OF GEORGIA, INC. I. The name of the corporation is Sealy Mattress Co., of Georgia, Inc. II. The general nature of the business or businesses to be transacted by the corporation are as follows: To buy, sell, own, lease, rent, repair, store, design, manufacture, construct and otherwise deal in personal and real property of every n |
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| June 4, 2013 |
BY-LAWS SEALY MATTRESS COMPANY OF ILLINOIS ARTICLE I EX-3.55 EXHIBIT 3.55 April 1, 1988 BY-LAWS OF SEALY MATTRESS COMPANY OF ILLINOIS ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the corporation in the State of Illinois shall be located at 208 South LaSalle Street, in the City of Chicago, and the name of the corporation’s registered agent is C T Corporation System. SECTION 1.2. Other Offices. The corporation may have of |
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| June 4, 2013 |
EX-5.6 190 Carondelet Plaza, Suite 600 St. Louis, MO 63105 Main: 314.480.1500 Fax: 314.480.1505 Exhibit 5.6 June 3, 2013 Tempur Sealy International, Inc. 1000 Tempur Way Lexington, Kentucky 40511 Re: Sealy Mattress Company of Kansas City, Inc. Registration Statement on Form S-4 in connection with $375,000,000 Aggregate Principal Amount of 6.875% Senior Notes due 2020. Ladies and Gentlemen: We have |
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| June 4, 2013 |
EX-5.5 Exhibit 5.5 June 3, 2013 Tempur Sealy International, Inc. 1000 Tempur Way Lexington, Kentucky 40511 Ladies and Gentlemen: We have acted as special counsel to Sealy of Minnesota, Inc., a Minnesota corporation (the “Company”), in connection with that certain registration statement on Form S-4 (the “Registration Statement”) filed by Tempur Sealy International, Inc. (formerly known as Tempur-Pe |
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| June 4, 2013 |
RESTATED CHARTER SLUMBER PRODUCTS CORPORATION UNDER SECTION 48-1-304 OF THE GENERAL CORPORATION ACT EX-3.72 Exhibit 3.72 RESTATED CHARTER OF SLUMBER PRODUCTS CORPORATION UNDER SECTION 48-1-304 OF THE GENERAL CORPORATION ACT Pursuant to the provisions of Section 48-1-304 of the Tennessee General Corporation Act, the undersigned corporation adopts the following restated charter: PART I: 1. The name of the corporation is Slumber Products Corporation. 2. The duration of the corporation is perpetual. |
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| June 4, 2013 |
BY-LAWS THE OHIO-SEALY MATTRESS MANUFACTURING CO. — FORT WORTH ARTICLE I EX-3.71 EXHIBIT 3.71 April 1, 1988 BY-LAWS OF THE OHIO-SEALY MATTRESS MANUFACTURING CO. — FORT WORTH ARTICLE I OFFICES SECTION 1.1 Registered Office. The registered office of the corporation in the State of Texas shall be located at 1601 Elm Street, Dallas Texas 75201, and the name of the corporation’s registered agent is CT Corporation System. SECTION 1.2 Other Offices. The corporation may have o |
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| June 4, 2013 |
EX-5.3 Exhibit 5.3 Asia Pacific Bangkok Beijing Hanoi Ho Chi Minh City Hong Kong Jakarta* Kuala Lumpur* Manila* Melbourne Shanghai Singapore Sydney Taipei Tokyo Europe, Middle East & Africa Abu Dhabi Almaty Amsterdam Antwerp Bahrain Baku Barcelona Berlin Brussels Budapest Cairo Casablanca Doha Dusseldorf Frankfurt/Main Geneva Istanbul Johannesburg Kyiv London Luxembourg Madrid Milan Moscow Munich |
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| June 4, 2013 |
BY- LAWS SEALY MATTRESS COMPANY OF MICHIGAN, INC. ARTICLE I EX-3.75 EXHIBIT 3.75 April 1, 1988 BY- LAWS OF SEALY MATTRESS COMPANY OF MICHIGAN, INC. ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the corporation in the State of Michigan shall be located at 615 Griswold Street, in the City of Detroit, and the name of the corporation’s registered agent is CT Corporation System. SECTION 1.2. Other Offices. The corporation may have o |
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| June 4, 2013 |
EXHIBIT 3.65 OPERATING AGREEMENT OF SEALY TECHNOLOGY, LLC (A North Carolina Limited Liability Company) EXECUTED: APRIL 1, 2003 EFFECTIVE: APRIL 1, 2003 Table of Contents ARTICLE I—FORMATION OF THE COMPANY 1 1.1 Formation 1 1.2 Name 1 1.3 Registered Office and Registered Agent 1 1.4 Principal Place of Business 1 1.5 Purposes and Powers 1 1.6 Term 1 1.7 Nature of Member’s Interest 2 ARTICLE II—DEFIN |
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| June 4, 2013 |
BY-LAWS A. BRANDWEIN & CO. ARTICLE I EX-3.57 EXHIBIT 3.57 April 1, 1988 BY-LAWS OF A. BRANDWEIN & CO. ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the corporation in the State of Illinois shall be located at 208 South LaSalle Street, in the City of Chicago, and the name of the corporation’s registered agent is C T Corporation System. SECTION 1.2. Other Offices. The corporation may have offices at such ot |
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| June 4, 2013 |
BY-LAWS SEALY-KOREA, INC. Adopted August 21, 1998 ARTICLE I EX-3.35 EXHIBIT 3.35 BY-LAWS OF SEALY-KOREA, INC. Adopted August 21, 1998 ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may |
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| June 4, 2013 |
BY-LAWS SEALY MATTRESS COMPANY OF SAN DIEGO ARTICLE I EX-3.23 EXHIBIT 3.23 April 1, 1988 BY-LAWS OF SEALY MATTRESS COMPANY OF SAN DIEGO ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the corporation in the State of California shall be located at 818 West Seventh Street, Suite 1004, in the City of Los Angeles, and the name of the corporation’s registered agent is C T Corporation System. Section 1.2. Other Offices. The corpo |
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| June 4, 2013 |
BYLAWS TEMPUR-PEDIC MANUFACTURING, INC. EX-3.17 EXHIBIT 3.17 BYLAWS OF TEMPUR-PEDIC MANUFACTURING, INC. I certify that the following Bylaws, consisting of two pages, each of which I have initialed for identification, are the Bylaws adopted by the Board of Directors of Tempur-Pedic Manufacturing, Inc. (the “Corporation”), by a Written Action by Directors in Lieu of Organizational Meeting dated July 1, 2008. /s/ William H. Poche William H |
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| June 4, 2013 |
EX-12.1 Exhibit 12.1 COMPUTATION OF EARNINGS TO FIXED CHARGES ($ in millions) Supplemental Pro Forma Information (1) Tempur-Pedic International Inc. Historical Three Months Ended March 31, Year Ended December 31, Three Months Ended March 31, Years Ended December 31, 2013 2012 2013 2012 2011 2010 2009 2008 Income before income taxes $ 28.5 $ 215.1 $ 14.9 $ 229.2 $ 328.4 $ 230.9 $ 128.0 $ 107.4 Fixe |
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| June 4, 2013 |
CODE OF REGULATIONS SEALY, INC. ARTICLE I EX-3.63 EXHIBIT 3.63 CODE OF REGULATIONS OF SEALY, INC. ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the corporation in the State of Ohio shall be located at 815 Superior Avenue, N. E., in the City of Cleveland, and the name of the corporation’s registered agent is CT Corporation System. SECTION 1.2. Other Offices. The corporation may have offices at such other places |
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| June 4, 2013 |
EX-3.7 EXHIBIT 3.7 LIMITED LIABILITY COMPANY AGREEMENT OF TEMPUR-PEDIC NORTH AMERICA, LLC A DELAWARE LIMITED LIABILITY COMPANY This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tempur-Pedic North America, LLC, a Delaware limited liability company (the “Company”), dated as of July 1, 2008, is made by Tempur-Pedic Management Inc., a Delaware corporation (the “Member”): RECITALS WHEREAS, |
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| June 4, 2013 |
ARTICLES OF INCORPORATION SEALY REAL ESTATE, INC. EX-3.66 EXHIBIT 3.66 ARTICLES OF INCORPORATION OF SEALY REAL ESTATE, INC. The undersigned hereby submits these Articles of Incorporation for the purpose of forming a business corporation under and by virtue of the laws of the State of North Carolina. I. The name of the corporation is Sealy Real Estate, Inc. II. The corporation shall have authority to issue one thousand (1,000) shares of Common Sto |
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| June 4, 2013 |
EX-3.37 EXHIBIT 3.37 EXECUTION COPY MATTRESS HOLDINGS INTERNATIONAL, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 5, 2002 Table of Contents ARTICLE 1 GENERAL 1.1 Definitions 1 1.2 Construction 5 ARTICLE 2 ORGANIZATION 2.1 Formation 5 2.2 Name 5 2.3 Registered Office and Registered Agent 5 2.4 Term 6 2.5 Purposes and Powers 6 ARTICLE 3 UNITS; MEMBERSHIP 3.1 Unit |
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| June 4, 2013 |
ARTICLES OF INCORPORATION JACK WARD MATTRESS, INC. EX-3.22 EXHIBIT 3.22 ARTICLES OF INCORPORATION OF JACK WARD MATTRESS, INC. ONE: The name of this Corporation is JACK WARD MATTRESS, INC. TWO: The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession pe |
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| June 4, 2013 |
BYLAWS DAWN SLEEP TECHNOLOGIES, INC. (hereinafter called the “Corporation”) ARTICLE I EX-3.15 Exhibit 3.15 BYLAWS OF DAWN SLEEP TECHNOLOGIES, INC. (hereinafter called the “Corporation”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware |
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| June 4, 2013 |
CERTIFICATE OF FORMATION TEMPUR WORLD, LLC EX-3.10 Exhibit 3.10 CERTIFICATE OF FORMATION OF TEMPUR WORLD, LLC This Certificate of Formation of Tempur World, LLC (the “LLC”), dated as of December 29, 2003, is being duly executed and filed by Robert B. Trussell, Jr., as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.). FIRST: The name of the limited liabil |
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| June 4, 2013 |
BY-LAWS ADVANCED SLEEP PRODUCTS ARTICLE I EX-3.25 EXHIBIT 3.25 April 1, 1988 BY-LAWS OF ADVANCED SLEEP PRODUCTS ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the corporation in the State of California shall be located at 818 West Seventh Street, Suite 1004, in the City of Los Angeles, and the name of the corporation’s registered agent is C T Corporation System. SECTION 1.2. Other Offices. The corporation may h |
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| June 4, 2013 |
RESTATED CERTIFICATE OF INCORPORATION SEALY, INCORPORATED EX-3.30 Exhibit 3.30 RESTATED CERTIFICATE OF INCORPORATION OF SEALY, INCORPORATED Sealy, Incorporated, a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies that: 1. The original Certificate of Incorporation of Sealy, Incorporated was filed with the Secretary of State of Delaware on August 22, 1933 and was subsequently amended on several |
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| June 4, 2013 |
BY-LAWS SEALY MATTRESS COMPANY OF S.W. VIRGINIA ARTICLE I EX-3.47 EXHIBIT 3.47 April 1, 1988 BY-LAWS OF SEALY MATTRESS COMPANY OF S.W. VIRGINIA ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the corporation in the State of Virginia shall be located at 55 11 Staples Mill Road in the City of Richmond, and the name of the corporation’s registered agent is Edward R. Parker (CT Corporation System). SECTION 1.2. Other Offices. The c |
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| June 4, 2013 |
Tempur Sealy International, Inc. EX-99.4 Exhibit 99.4 Tempur Sealy International, Inc. Offer to Exchange up to $375,000,000 Principal Amount of 6.875% Senior Notes due 2020 for a Like Principal Amount of 6.875% Senior Notes due 2020 which have been registered under the Securities Act of 1933 (the “Exchange Offer”). Pursuant to the Prospectus, dated , 2013 To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: |
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| June 4, 2013 |
EX-3.8 Exhibit 3.8 COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION ARTICLES OF ORGANIZATION OF A DOMESTIC LIMITED LIABILITY COMPANY Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia the undersigned states as follows: 1. The name of the limited liability company is Tempur Production USA, LLC (The name must contain the words limited company or limited liability company or the abbrev |
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| June 4, 2013 |
CERTIFICATE AMENDED ARTICLES OF INCORPORATION Exhibit 3.48 CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION OF Sealy Mattress Company (formerly Ohio-Sealy Mattress Manufacturing Co.) Thomas L. Smudz, who is Vice President and John D. Moran, who is Assistant Secretary of the above named Ohio corporation for profit with its principal location at Cleveland, Ohio do hereby certify that in a writing signed by all of the shareholders who would be e |
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| June 4, 2013 |
EX-3.42 Exhibit 3.42 ARTICLES OF ORGANIZATION (Under G.L. Ch. 158B) Incorporators NAME POST OFFICE ADDRESS Include given name in full in case of natural persons; in case of a corporation, give state of incorporation. Sandra S. McQuay The above-named incorporator does hereby associate (with the intention of forming a corporation under the provisions of General Laws, Chapter 156B) and hereby states: |
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| June 4, 2013 |
CERTIFICATE OF INCORPORATION EMPIRE STATE BEDDING CO., INC. EX-3.44 EXHIBIT 3.44 CERTIFICATE OF INCORPORATION OF EMPIRE STATE BEDDING CO., INC. pursuant to Article 2 of the Stock Corporation Law. We, the undersigned MORTON J. YULMAN, HELEN YULMAN, and IRVING J. YULMAN, for the purpose of forming a business corporation pursuant to Article 2 of the Stock Corporation Law of the State of New York, certify: FIRST: That the name of the corporation is Empire Stat |
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| June 4, 2013 |
BY-LAWS OHIO-SEALY MATTRESS MANUFACTURING CO. ARTICLE I EX-3.51 EXHIBIT 3.51 April 1, 1988 BY-LAWS OF OHIO-SEALY MATTRESS MANUFACTURING CO. ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the corporation in the State of Georgia shall be located at 2 Peachtree Street, N.W., in the City of Atlanta, and the name of the corporation’s registered agent is C T Corporation System. SECTION 1.2. Other Offices. The corporation may have |
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| June 4, 2013 |
CERTIFICATE OF FORMATION Tempur-Pedic North America, LLC EX-3.6 Exhibit 3.6 CERTIFICATE OF FORMATION OF Tempur-Pedic North America, LLC 1. The name of the limited liability company is: Tempur-Pedic North America, LLC 2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company, |
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| June 4, 2013 |
BYLAWS SEALY REAL ESTATE, INC. EX-3.67 EXHIBIT 3.67 BYLAWS OF SEALY REAL ESTATE, INC. Effective May 21, 1999 TABLE OF CONTENTS TO BYLAWS OF SEALY REAL ESTATE, INC. ARTICLE 1 – OFFICES 1 Section 1. Principal and Registered Office 1 Section 2. Other Offices 1 ARTICLE 2 – MEETINGS OF SHAREHOLDERS 1 Section 1. Place of Meeting 1 Section 2. Annual Meeting 1 Section 3. Substitute Annual Meeting 1 Section 4. Special Meetings 1 Section |
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| June 4, 2013 |
BY-LAWS SEALY MATTRESS COMPANY OF PUERTO RICO ARTICLE I EX-3.69 EXHIBIT 3.69 4/1/88 BY-LAWS OF SEALY MATTRESS COMPANY OF PUERTO RICO ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the corporation in the State of Ohio shall be located at 815 Superior Avenue, N.E., in the City of Cleveland, and the name of the corporation’s registered agent is C T Corporation System. SECTION 1.2. Other Offices. The corporation may have offices |
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| June 4, 2013 |
ARTICLES OF INCORPORATION SEALY MATTRESS COMPANY OF FORT WORTH EX-3.70 EXHIBIT 3.70 ARTICLES OF INCORPORATION OF SEALY MATTRESS COMPANY OF FORT WORTH We, the undersigned natural persons of the age of eighteen years or more, acting as incorporators of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE ONE The name of the corporation is SEALY MATTRESS COMPANY OF FORTH WOR |
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| June 4, 2013 |
EX-99.2 Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY TEMPUR SEALY INTERNATIONAL, INC. OFFER TO EXCHANGE ALL OUTSTANDING $375,000,000 6.875% Senior Notes due 2020 FOR NEWLY ISSUED, REGISTERED $375,000,000 6.875% Senior Notes due 2020 This Notice of Guaranteed Delivery or one substantially equivalent hereto must be used by registered holders of outstanding 6.875% Senior Notes due 2020 (the “Original N |
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| June 4, 2013 |
Tempur Sealy International, Inc. EX-99.3 Exhibit 99.3 Tempur Sealy International, Inc. Offer to Exchange up to $375,000,000 Principal Amount of 6.875% Senior Notes due 2020 for a Like Principal Amount of 6.875% Senior Notes due 2020 (the “Exchange Offer”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Prospectus, dated , 2013 To Our Clients: Enclosed for your consid |
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| June 4, 2013 |
EX-3.56 EXHIBIT 3.56 FORM B BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY THE INSTRUCTIONS ON THE BACK THEREOF. (THESE ARTICLES MUST BE FILED IN DUPLICATE) STATE OF ILLINOIS, COOK COUNTY ss. To CHARLES F. CARPENTIER, Secretary of State: We, the undersigned, (Do not write in this space) Date Paid 3-10-64 Initial License Fee $ .50 Franchise Tax $ 13.34 Filing Fee $ 20.00 Clerk |
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| June 4, 2013 |
ARTICLES OF INCORPORATION THE STEARNS & FOSTER UPHOLSTERY FURNITURE COMPANY EX-3.60 EXHIBIT 3.60 ARTICLES OF INCORPORATION OF THE STEARNS & FOSTER UPHOLSTERY FURNITURE COMPANY THE UNDERSIGNED, desiring to form a corporation for profit, under Section 1701.01 et. seq. of the Ohio General Corporation Law, does hereby certify: FIRST: The name of said corporation shall be THE STEARNS & FOSTER UPHOLSTERY FURNITURE COMPANY. SECOND: The place in the State of Ohio where its princi |
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| June 4, 2013 |
CERTIFICATE OF INCORPORATION SEALY COMPONENTS-PADS, INC * * * * EXHIBIT 3.38 CERTIFICATE OF INCORPORATION OF SEALY COMPONENTS-PADS, INC * * * * 1. The name of the corporation is Sealy Components-Pads, Inc. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The natur |
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| June 4, 2013 |
CERTIFICATE OF INCORPORATION DAWN SLEEP TECHNOLOGIES, INC. ARTICLE I EX-3.14 EXHIBIT 3.14 CERTIFICATE OF INCORPORATION OF DAWN SLEEP TECHNOLOGIES, INC. ARTICLE I The name of the corporation is Dawn Sleep Technologies, Inc. ARTICLE II The address of the registered office of the corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of the registered agent of the corporation at su |
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| June 4, 2013 |
EX-21.1 Exhibit 21.1 SUBSIDIARIES OF TEMPUR SEALY INTERNATIONAL, INC. Entity State or Country of Organization Tempur World, LLC Delaware Tempur-Pedic Management, LLC Delaware Tempur-Pedic Manufacturing, Inc. Delaware Tempur Production USA, LLC Virginia Dawn Sleep Technologies, Inc. Delaware Tempur-Pedic Sales, Inc. Delaware Tempur-Pedic North America, LLC Delaware Tempur-Pedic Technologies, Inc. D |
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| June 4, 2013 |
CERTIFICATE OF FORMATION TEMPUR-PEDIC AMERICA, LLC EX-3.20 EXHIBIT 3.20 CERTIFICATE OF FORMATION OF TEMPUR-PEDIC AMERICA, LLC This Certificate of Formation of Tempur-Pedic America, LLC (the “LLC”), dated as of November 7, 2011, has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.). FIRST, The name of th |
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| June 4, 2013 |
CERTIFICATE OF INCORPORATION OF SEALY CORPORATION EX-3.26 Exhibit 3.26 CERTIFICATE OF INCORPORATION OF SEALY CORPORATION FIRST: The name of the corporation is Sealy Corporation (the “Corporation”). SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The |
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| June 4, 2013 |
BY-LAWS OHIO-SEALY MATTRESS MANUFACTURING CO., INC. ARTICLE I EX-3.43 EXHIBIT 3.43 Randolph, MA April 1, 1988 BY-LAWS OF OHIO-SEALY MATTRESS MANUFACTURING CO., INC. ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the corporation in the Commonwealth of Massachusetts shall be located at 10 Post Office Square, in the City of Boston, and the name of the corporation’s registered agent is C T Corporation System. SECTION 1.2. Other Office |
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| June 4, 2013 |
EX-3.54 EXHIBIT 3.54 FORM B BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY THE INSTRUCTIONS ON THE BACK THEREOF. (THESE ARTICLES MUST BE FILED IN DUPLICATE.) STATE OF ILLINOIS, ) ) ss. COOK COUNTY ) To EDWARD J. HUGHES, Secretary of State: We, the undersigned, Name Number Street Address City State MAYER KAPLAN Chicago, Illinois GEORGE BLOSTEN Chicago, Illinois MORRIS KAPLAN Ch |
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| June 4, 2013 |
BY-LAWS SEALY OF MINNESOTA, INC. ARTICLE I EX-3.59 EXHIBIT 3.59 April 1, 1988 BY-LAWS OF SEALY OF MINNESOTA, INC. ARTICLE I OFFICES SECTION 1.1 Registered Office. The registered office of the corporation in the State of Minnesota shall be located at 405 Second Avenue South, in the City of Minneapolis, and the name of the corporation’s registered agent is C T Corporation System, Inc. SECTION 1.2 Other Offices. The corporation may have offic |
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| June 4, 2013 |
EX-3.68 Exhibit 3.68 CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION OF Sealy Mattress Company of Puerto Rico (formerly Ohio-Sealy Mattress Manufacturing Co.) (Name of Corporation) ¨ Chairman of the Board Thomas L. Smudz, who is ¨ President (check one), x Vice President and John D. Moran, who is ¨ Secretary (check one) x Assistant Secretary of the above named Ohio corporation for profit with its |
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| June 4, 2013 |
ATTORNEYS AND COUNSELORS ONE ARTS PLAZA 1722 ROUTH STREET • SUITE 1500 DALLAS, TEXAS 75201-2533 EX-5.10 Exhibit 5.10 THOMPSON & KNIGHT LLP ATTORNEYS AND COUNSELORS ONE ARTS PLAZA 1722 ROUTH STREET • SUITE 1500 DALLAS, TEXAS 75201-2533 214.969.1700 AUSTIN DALLAS DETROIT FORT WORTH HOUSTON LOS ANGELES NEW YORK SAN FRANCISCO FAX 214.969.1751 www.tklaw.com ALGIERS LONDON MONTERREY PARIS June 3, 2013 Tempur Sealy International, Inc. 100 Tempur Way Lexington, Kentucky 40511 Ladies and Gentlemen: W |
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| June 4, 2013 |
BY-LAWS THE OHIO MATTRESS COMPANY LICENSING AND COMPONENTS GROUP ARTICLE I EX-3.31 EXHIBIT 3.31 BY-LAWS OF THE OHIO MATTRESS COMPANY LICENSING AND COMPONENTS GROUP ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the name of the corporation’s registered agent is The Corporation Trust Comp |
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| June 4, 2013 |
BY-LAWS SEALY OF MARYLAND AND VIRGINIA, INC. ARTICLE I EX-3.41 EXHIBIT 3.41 April 1, 1988 BY-LAWS OF SEALY OF MARYLAND AND VIRGINIA, INC. ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the corporation in the State of Maryland shall be located at 32 South Street, in the City of Baltimore, and the name of the corporation’s registered agent is C T Corporation System. SECTION 1.2. Other Offices. The corporation may have offices |
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| June 4, 2013 |
BY-LAWS SEALY MATTRESS COMPANY ARTICLE I EX-3.49 EXHIBIT 3.49 4/1/88 BY-LAWS OF SEALY MATTRESS COMPANY ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the corporation in the State of Ohio shall be located at 815 Superior Avenue, N.E., in the City of Cleveland, and the name of the corporation’s registered agent is C T Corporation System. SECTION 1.2. Other Offices. The corporation may have offices at such other |
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| June 4, 2013 |
ARTICLES OF INCORPORATION OMT CORP. EX-3.62 EXHIBIT 3.62 ARTICLES OF INCORPORATION OF OMT CORP. THE UNDERSIGNED, desiring to form a corporation for profit, under Sections 1701.01 et seq. of the Revised Code of Ohio, does hereby certify: FIRST: The name of said corporation shall be OMT CORP. SECOND: The place in the State of Ohio where its principal office is to be located is 1501 Bond Court Building, 1300 East Ninth Street, Clevelan |
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| June 4, 2013 |
EX-5.9 Exhibit 5.9 June 3, 2013 Tempur Sealy International, Inc. 1000 Tempur Way Lexington, Kentucky 40511 Re: Registration Statement on Form S-4 Relating to $375,000,000 Aggregate Principal Amount of 6.875% Senior Notes Ladies and Gentlemen: We have acted as special Tennessee counsel for Tempur Sealy International, Inc., f/k/a Tempur-Pedic International Inc. (the “Company”), a Delaware corporatio |
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| June 4, 2013 |
ARTICLES OF INCORPORATION BROWN RELIABLE BEDDING COMPANY (Company, Corporation or Incorporated) EXHIBIT 3.74 ARTICLES OF INCORPORATION OF BROWN RELIABLE BEDDING COMPANY (Company, Corporation or Incorporated) These Articles of Incorporation are signed and acknowledged by the incorporators for the purpose of forming a corporation for profit under the provisions of Act No. 327 of the Public Acts of 1931, known as the Michigan General Corporation Act, as follows: ARTICLE I. The name of the corpo |
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| June 4, 2013 |
EX-3.64 EXHIBIT 3.64 State of North Carolina Department of The Secretary of State Limited Liability Company ARTICLES OF ORGANIZATION Pursuant to §57C-2-20 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Organization for the purpose of forming a limited liability company. 1. The name of the limited liability company is: SEALY TECHNOLOGY LLC 2. If the |
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| June 4, 2013 |
ARTICLES OF INCORPORATION SUPER-REST PRODUCTS, INC. EX-3.58 EXHIBIT 3.58 ARTICLES OF INCORPORATION OF SUPER-REST PRODUCTS, INC. I, the undersigned, of full age, for the purpose of forming a corporation under and pursuant to the provisions of Chapter 100 of the Laws of Minnesota, 1933, known as the Minnesota Business Corporation Act, and laws amendatory thereof and supplementary thereto, do hereby form a body corporate and adopt the following Articl |
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| June 4, 2013 |
BY-LAWS SEALY MATTRESS COMPANY OF KANSAS CITY, INC. ARTICLE I EX-3.53 EXHIBIT 3.53 April 1, 1988 BY-LAWS OF SEALY MATTRESS COMPANY OF KANSAS CITY, INC. ARTICLE I OFFICES SECTION 1.1. Registered Office. The registered office of the corporation in the State of Missouri shall be located at 906 Olive Street, in the City of Kansas City, and the name of the corporation’s registered agent is CT Corporation System. SECTION 1.2. Other Offices. The corporation may hav |
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| June 4, 2013 |
CERTIFICATE OF INCORPORATION THE METCALFE BROTHERS, INCORPORATED EX-3.46 EXHIBIT 3.46 CERTIFICATE OF INCORPORATION OF THE METCALFE BROTHERS, INCORPORATED This is to certify that we, Jack L. Metcalfe, Thomas O. Metcalfe, Eva P. Metcalfe, and Macie C. Metcalfe, hereby associate ourselves together for the purposes of establishing a corporation, under and by virtue of the Code of Virginia, Chapter 148, and acts amendatory thereof, and subject to the requirements of |
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| April 2, 2013 |
15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-08738 Sealy Corporation (Exact name of registrant as specified i |
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| April 2, 2013 |
Form 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 333-158383 Sealy Corporation (Exact name of registrant as speci |
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| April 1, 2013 |
Financial Statements and Exhibits, Other Events - 8-K QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 1, 2013 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-08738 (Commission File Numbers) 36-3284147 (IRS Employer Identification No. |
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| April 1, 2013 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 Updated Item 8. Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Sealy Corporation Trinity, North Carolina We have audited the accompanying consolidated balance sheets of Sealy Corporation and subsidiaries (the "Company") as |
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| March 29, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 2, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 333-117081-27 SEALY CORPORA |
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| March 21, 2013 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 1, 2013, pursuant to the provisions of Rule 12d2-2 (a). |
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| March 20, 2013 |
ZZ / Sealy Corp. / H PARTNERS MANAGEMENT, LLC - FORM SC 13D/A Activist Investment SC 13D/A 1 v338744sc13da.htm FORM SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 8)1 Sealy Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 812139301 (CUSIP Number) H Pa |
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| March 20, 2013 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 Post-Effective Amendment No. 1 to Form S-3 As filed with the Securities and Exchange Commission on March 20, 2013 Registration Statement No. 333-158383 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT No. 333-158383 Under The Securities Act of 1933 SEALY CORPORATION (Exact name of registrant as specified in it |
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| March 20, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 18, 2013 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction of incorporation) (Commission File Numbers) (IRS Employer Identification No. |
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| March 20, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 18, 2013 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction of incorporation) (Commission File Numbers) (IRS Employer Identification No. |
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| March 20, 2013 |
EX-4.3 Exhibit 4.3 SEALY MATTRESS COMPANY and SEALY CORPORATION, as Co-Issuers and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of March 18, 2013 to Indenture Dated as of July 10, 2009 8% Senior Secured Third Lien Convertible Notes Due 2016 1 This SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of March 18, 2013, |
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| March 20, 2013 |
EX-99.1 Exhibit 99.1 SEALY MATTRESS COMPANY CONDITIONAL NOTICE OF REDEMPTION TO HOLDERS OF 10.875% SENIOR SECURED NOTES DUE 2016 (THE “NOTES”) To: Holders of Sealy Mattress Company Notes CUSIP Nos. 812141AP4 and U81199AD0 Re: Conditional Notice of Redemption Pursuant to Section 1105 of the Indenture, dated as of May 29, 2009 (as amended, the “Indenture”), among Sealy Mattress Company (the “Company |
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| March 20, 2013 |
ZZ / Sealy Corp. / Sealy Holding LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* SEALY CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 812139301 (CUSIP Number) David J. Sorkin, Esq. Kohlberg Kravis Roberts & Co. 9 West 57th Street, Suite 4200 New York, New York 10019 212-750-8300 an |
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| March 20, 2013 |
CERTIFICATE OF INCORPORATION CERTIFICATE OF INCORPORATION SEALY CORPORATION EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION CERTIFICATE OF INCORPORATION OF SEALY CORPORATION FIRST: The name of the corporation is Sealy Corporation (the “Corporation”). SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered a |
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| March 20, 2013 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on March 20, 2013 Registration Statement No. 333-139794 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-139794 Under The Securities Act of 1933 SEALY CORPORATION (Exact name of registrant as specified in it |
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| March 20, 2013 |
EX-4.1 Exhibit 4.1 SUPPLEMENTAL INDENTURE dated as of March 18, 2013 among TEMPUR-PEDIC INTERNATIONAL INC., The Guarantors Party Hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 6.875% Senior Notes due 2020 1 THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of March 18, 2013, among TEMPUR-PEDIC INTERNATIONAL INC., a Delaware corporation (the “Compa |
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| March 20, 2013 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 1, 2013, pursuant to the provisions of Rule 12d2-2 (a). |
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| March 20, 2013 |
EX-4.4 Exhibit 4.4 SEALY CORPORATION, as Parent and Co-Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of March 18, 2013 to Indenture Dated as of July 10, 2009 8% Senior Secured Third Lien Convertible Notes Due 2016 1 This THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of March 18, 2013, is by and between Se |
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| March 20, 2013 |
EX-99.2 Exhibit 99.2 SEALY MATTRESS COMPANY NOTICE OF REDEMPTION TO HOLDERS OF 8.25% SENIOR SUBORDINATED NOTES DUE 2014 (THE “NOTES”) To: Holders of Sealy Mattress Company Notes (CUSIP No. 812141AN9) Re: Notice of Redemption Dated: March 18, 2013 Pursuant to Section 1105 of the Indenture, dated as of April 6, 2004 (as amended, the “Indenture”), by and among Sealy Mattress Company (the “Company”), |
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| March 18, 2013 |
EX-99.1 2 a13-77611ex99d1.htm EX-99.1 Exhibit 99.1 TEMPUR-PEDIC COMPLETES ACQUISITION OF SEALY — Unveils Tempur Sealy International, Inc. as Planned New Corporate Name LEXINGTON, KY. and TRINITY, NC., MARCH 18, 2013 — Tempur-Pedic International Inc. (“Tempur-Pedic” or the “Company”) (NYSE: TPX), a leading manufacturer, marketer and distributor of premium mattresses and pillows worldwide, has compl |
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| March 18, 2013 |
Financial Statements and Exhibits, Other Events 8-K 1 a13-776118k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 18, 2013 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction of incorpora |
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| March 11, 2013 |
TEMPUR-PEDIC RECEIVES FTC CLEARANCE FOR ACQUISITION OF SEALY Exhibit 99.1 TEMPUR-PEDIC RECEIVES FTC CLEARANCE FOR ACQUISITION OF SEALY LEXINGTON, KY. and TRINITY, NC., MARCH 8, 2013 — Tempur-Pedic International Inc. (“Tempur-Pedic” or the “Company”) (NYSE: TPX), a leading manufacturer, marketer and distributor of premium mattresses and pillows worldwide, and Sealy Corporation (NYSE: ZZ), a leading global bedding manufacturer, today announced that the Federa |
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| March 11, 2013 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 8, 2013 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction of incorporation) (Commission File Numbers) (IRS Employer Identification No. |
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| March 1, 2013 |
Exhibit 99.1 SEALY CORPORATION MAILS NOTICE OF MAKE-WHOLE EVENT TRINITY, N.C., March 1, 2013 — Sealy Corporation (NYSE: ZZ) (“Sealy”), a leading global bedding manufacturer, announced today that it delivered the required notice to holders of Sealy and Sealy Mattress Company 8% Senior Secured Third Lien Convertible Notes due 2016 (CUSIP No. 812139400) (the “Notes”) pursuant to Section 10.05 of the |
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| March 1, 2013 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 1, 2013 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction of incorporation) (Commission File Numbers) (IRS Employer Identification No. |
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| February 21, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 14, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 14, 2013 |
Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 February 14, 2013 VIA EDGAR TRANSMISSION Ms. |
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| February 13, 2013 |
ZZ / Sealy Corp. / Hayman Capital Management, L.P. - SCHEDULE 13G AMENDMENT NO. 1 Passive Investment SC 13G/A 1 d485563dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sealy Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 812139301 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this S |
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| February 8, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 8, 2013 |
Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 February 8, 2013 VIA EDGAR TRANSMISSION Ms. |
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| February 4, 2013 |
Computation of Ratio of Earnings to Fixed Charges QuickLinks - Click here to rapidly navigate through this document Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges Fiscal Year Ended (Dollars in thousands) December 2, 2012 November 27, 2011 November 28, 2010 November 29, 2009 November 30, 2008 Pre-tax (loss) income from continuing operations $ 8,158 $ (4,923 ) $ 39,537 $ 21,479 $ 55,185 Fixed charges: Interest expense and amortizati |
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| February 4, 2013 |
SEALY CORPORATION CORPORATE SUBSIDIARIES AS OF FEBRUARY 4, 2013 QuickLinks - Click here to rapidly navigate through this document Exhibit 21.1 SEALY CORPORATION CORPORATE SUBSIDIARIES AS OF FEBRUARY 4, 2013 Subsidiary Jurisdiction of Incorporation Sealy Mattress Corporation Delaware Sealy Mattress Company Ohio Sealy Mattress Company of Puerto Rico Ohio Ohio-Sealy Mattress Manufacturing Co., Inc. Massachusetts Ohio-Sealy Mattress Manufacturing Co. Georgia Sealy |
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| February 4, 2013 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| January 25, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 23, 2013 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction of incorporation) (Commission File Numbers) (IRS Employer Identification No. |
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| January 25, 2013 |
SEALY CORPORATION January 23, 2013 Exhibit 99.1 SEALY CORPORATION Press Release – 4Q Fiscal 2012 Results January 23, 2013 FINAL News Release Sealy Corporation Reports Fourth Quarter and Fiscal Full Year 2012 Results —4th Quarter Results from Continuing Operations— —Adjusted EBITDA of $35.2 Million— —Net Loss Per Share $0.03— —Adjusted Earnings Per Share of $0.04— TRINITY, N.C., January 23, 2013 — Sealy Corporation (NYSE: ZZ), a lea |
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| January 23, 2013 |
Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 January 23, 2013 VIA EDGAR TRANSMISSION Ms. |
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| January 23, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 4, 2013 |
Sealy Corporation Sealy Drive One Officer Parkway Trinity, North Carolina 27370 VIA EDGAR January 4, 2013 Re: Sealy Corporation Form 10-Q for the Quarterly Period Ended August 26, 2012 Filed September 28, 2012 File No. |
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| December 11, 2012 |
Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, N.Y. 10017-3954 December 11, 2012 VIA EDGAR TRANSMISSION Ms. Pamela A. Long Mr. Craig E. Slivka Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Sealy Corporation Form 10-Q for the Quarterly Period Ended August 26, 2012 Filed September 28, 2012 File No. 001-08738 Dear |
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| December 3, 2012 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 30, 2012 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| December 3, 2012 |
TEMPUR-PEDIC AND SEALY RECEIVE HART-SCOTT-RODINO REQUEST FOR ADDITIONAL INFORMATION Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Mark D. Boehmer VP & Treasurer (336) 862- 8705 TEMPUR-PEDIC AND SEALY RECEIVE HART-SCOTT-RODINO REQUEST FOR ADDITIONAL INFORMATION LEXINGTON, KY. & TRINITY, NC., NOVEMBER 30, 2012 — Tempur-Pedic International Inc. (NYSE: TPX), a leading manufacturer, marketer and distributor of premium mattresses and pillows worldwide, and Sealy Corporation (NYSE: ZZ), a |
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| October 30, 2012 |
Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 1, 2012 |
ZZ / Sealy Corp. / Sealy Holding LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* SEALY CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 812139301 (CUSIP Number) David J. Sorkin, Esq. Kohlberg Kravis Roberts & Co. 9 West 57th Street, Suite 4200 New York, New York 10019 212-750-8300 an |
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| October 1, 2012 |
Exhibit 14 POWER OF ATTORNEY Know all men by these presents that William J. Janetschek does hereby make, constitute and appoint Richard J. Kreider and David J. Sorkin, or either one of them or any other person acting at the direction of either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead |
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| September 28, 2012 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 27, 2012 |
[remainder of page intentionally left blank] Exhibit 2.2 September 26, 2012 Tempur-Pedic International Inc. 1713 Jaggie Fox Way Lexington, Kentucky 40511 Attention: Chief Executive Officer Ladies and Gentlemen: Reference is hereby made to that certain Agreement and Plan of Merger, dated of even date herewith (“Merger Agreement”), by and among Tempur-Pedic International Inc., a Delaware corporation (“Parent”), Silver Lightning Merger Company, |
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| September 27, 2012 |
ZZ / Sealy Corp. / H PARTNERS MANAGEMENT, LLC - SC 13D/A Activist Investment SC 13D/A 1 v748502sc13d-a.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 7)1 Sealy Corporation (Name of Company) Common Stock (Title of Class of Securities) 812139301 (CUSIP Number) H Partn |
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| September 27, 2012 |
September 27, 2012 VIA EMAIL Sealy Corporation Attn: Board of Directors One Office Parkway Trinity, NC 27370 Dear Directors: As the owner of 16. |
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| September 27, 2012 |
Exhibit 99.1 FOR IMMEDIATE RELEASE TEMPUR-PEDIC TO ACQUIRE SEALY · Unites Two Highly Complementary Companies with Iconic Brands · Delivers a Global Footprint that is Well Positioned in Key Growth Markets · Combination Expected to Deliver Meaningful Synergies LEXINGTON, KY. & TRINITY, NC., September 27, 2012 — Tempur-Pedic International Inc. (“Tempur-Pedic” or the “Company”) (NYSE: TPX), the leadin |
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| September 27, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 27, 2012 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction of incorporation) (Commission File Numbers) (IRS Employer Identification No. |
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| September 27, 2012 |
SEALY CORPORATION September 27, 2012 Exhibit 99.1 SEALY CORPORATION Press Release — 3Q Fiscal 2012 Results September 27, 2012 News Release Sealy Corporation Reports Fiscal Third Quarter 2012 Results —3rd Quarter Results from Continuing Operations— — Net Sales Growth of 9.4% to $365 Million— —Due to Recent Transaction Announcement with Tempur-Pedic International, Inc., Third Quarter Earnings Conference Call This Evening Cancelled— TRI |
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| September 27, 2012 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among TEMPUR-PEDIC INTERNATIONAL INC., SILVER LIGHTNING MERGER COMPANY and SEALY CORPORATION Dated as of September 26, 2012 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1. The Merger 1 Section 1.2. Closing 1 Section 1.3. Effective Time 2 Section 1.4. Effects of the Merger 2 Section 1.5. Certificate of Incorporation and Bylaws 2 Section 1.6 |
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| September 27, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 26, 2012 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction of incorporation) (Commission File Numbers) (IRS Employer Identification No. |
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| September 21, 2012 |
Joint Filing Agreement EXHIBIT 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including |
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| September 21, 2012 |
ZZ / Sealy Corp. / HAYMAN CAPITAL MANAGEMENT, L.P. - SCHEDULE 13G Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sealy Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 812139301 (CUSIP Number) September 10, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| August 23, 2012 |
ZZ / Sealy Corp. / H PARTNERS MANAGEMENT, LLC - SCHEDULE 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 6)1 Sealy Corporation (Name of Company) Common Stock (Title of Class of Securities) 812139301 (CUSIP Number) H Partners Management, LLC 888 Seventh Avenue, |
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| June 26, 2012 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 26, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 26, 2012 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction of incorporation) (Commission File Numbers) (IRS Employer Identification No. |
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| June 26, 2012 |
Exhibit 99.1 News Release Sealy Corporation Reports Fiscal Second Quarter 2012 Results —2nd Quarter Results from Continuing Operations— —Income from Operations Growth of 16.5% to $26.0 Million— —Adjusted EBITDA Growth of 9.7% to $36.0 Million— TRINITY, N.C., June 26, 2012 — Sealy Corporation (NYSE: ZZ), a leading global bedding manufacturer, today announced results for its second quarter of fiscal |
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| May 11, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 9, 2012 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction of incorporation) (Commission File Numbers) (IRS Employer Identification No. |
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| May 11, 2012 |
EXHIBIT 10.1 J.P.Morgan AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 9, 2012 among SEALY MATTRESS COMPANY, as Borrower SEALY MATTRESS CORPORATION, as Holdings and a Guarantor SEALY CORPORATION, as Parent The Several Lenders from Time to Time Parties Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent J.P. MORGAN SECURITIES LLC, GE CAPITAL MARKETS, INC. and CITIG |
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| April 25, 2012 |
ZZ / Sealy Corp. / H PARTNERS MANAGEMENT, LLC - AMENDED SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 5)1 Sealy Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 812139301 (CUSIP Number) H Partners Management, LLC 888 Seventh Avenue, |
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| April 25, 2012 |
FOR IMMEDIATE RELEASE H PARTNERS COMMENTS ON SUBSTANTIAL WITHHOLD VOTES AGAINST SEALY DIRECTORS AT ANNUAL MEETING 61 Percent of Sealy Non-Affiliated Shares Withheld Support for Deborah Ellinger, James Johnston and Gary Morin Stockholder’s Vote of “No Confidence” is a Mandate for Sealy to Address Governance Deficiencies and Improve Performance New York – April 24, 2012 – H Partners Management, LLC (“H Partners”), a beneficial owner of approximately 15. |
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| April 24, 2012 |
Submission of Matters to a Vote of Security Holders - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 18, 2012 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction of incorporation) (Commission File Numbers) (IRS Employer Identification No. |
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| April 13, 2012 |
ZZ / Sealy Corp. / H PARTNERS MANAGEMENT, LLC - AMENDED SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 Sealy Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 812139301 (CUSIP Number) H Partners Management, LLC 888 Seventh Avenue, |
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| April 13, 2012 |
FOR IMMEDIATE RELEASE H Partners Announces Intention to Withhold Votes for Sealy’s Directors at Annual Meeting Leading Independent Proxy Advisory Firms Recommend Stockholders Withhold Votes for Multiple Sealy Directors New York – April 12, 2012 – H Partners Management, LLC (“H Partners”), a beneficial owner of approximately 15. |
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| March 30, 2012 |
Exhibit 99.1 March 2012 1 Forward-Looking Statements This document contains forward-looking statements within the meaning of the safe harbor provisions of the Securities Litigation Reform Act of 1995. Terms such as “expect,” “believe,” “continue,” and “grow,” as well as similar comments, are forward-looking in nature. Although the Company believes its growth plans are based upon reasonable assumpt |
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| March 30, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 29, 2012 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction of incorporation) (Commission File Numbers) (IRS Employer Identification No. |
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| March 28, 2012 |
ZZ / Sealy Corp. / H PARTNERS MANAGEMENT, LLC - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment SC 13D/A 1 d321581dsc13da.htm AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 Sealy Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 812139301 |
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| March 28, 2012 |
Appendix A: “Fee Letter” Between KKR and Sealy Letter, dated March 27, 2012 Exhibit 99.3 March 27, 2012 VIA EMAIL Sealy Corporation Attn: Nominating & Corporate Governance Committee One Office Parkway Trinity, NC 27370 Dear Messrs. Johnston, Morin, Replogle, and Roedel: As the concerned owner of 15.3 percent of the outstanding shares of the Sealy Corporation (“Sealy” or “the Company”), H Partners Management LLC (“H Partners”) has for the past |
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| March 27, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 27, 2012 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction of incorporation) (Commission File Numbers) (IRS Employer Identification No. |
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| March 27, 2012 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 27, 2012 |
SEALY CORPORATION March 27, 2012 Exhibit 99.1 SEALY CORPORATION Press Release — 1Q Fiscal 2012 Results March 27, 2012 News Release Sealy Corporation Reports Fiscal First Quarter 2012 Results —1st Quarter Results from Continuing Operations— —Net Sales Growth of 2.2% to $312.3 Million— —Income from Operations Growth of 31.7% to $25.9 Million— —Adjusted EBITDA Growth of 21.2% to $36.4 Million— TRINITY, N.C., March 27, 2012 — Sealy C |
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| March 23, 2012 |
Exhibit 99.1 SEALY, INC. One Office Parkway at Sealy Drive · Trinity, North Carolina 27370 · USA Telephone: 336-861-3500 · Fax: 336-861-3501 March 23, 2012 Mr. Usman Nabi Mr. Arik Ruchim H Partners 888 Seventh Avenue, 29th floor New York, NY 10019 Re: Your Letter Dated March 11, 2012 Dear Messrs. Nabi and Ruchim, On behalf of the Sealy Nominating and Governance Committee, I am writing to correct s |
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| March 23, 2012 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 23, 2012 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction of incorporation) (Commission File Numbers) (IRS Employer Identification No. |
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| March 12, 2012 |
Letter, dated March 11, 2012, by the Reporting Persons to the Board of Directors Exhibit 99. |
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| March 12, 2012 |
ZZ / Sealy Corp. / H PARTNERS MANAGEMENT, LLC - AMENDMENT NO.2 TO SC 13D Activist Investment Amendment No.2 to SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 Sealy Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 812139301 (CUSIP Number) H Partners Management, |
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| March 9, 2012 |
Use these links to rapidly review the document TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 8, 2012 |
ZZ / Sealy Corp. / FRANKLIN RESOURCES INC Passive Investment seal11a2.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 812139301 13G Page 1 of 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* SEALY CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 812139301 (CUSIP Number) December 31, 2011 (Date of Ev |
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| January 31, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 30, 2012 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction of incorporation) (Commission File Numbers) (IRS Employer Identification No. |
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| January 31, 2012 |
Exhibit 99.1 January 2012 1 Forward-Looking Statements This document contains forward-looking statements within the meaning of the safe harbor provisions of the Securities Litigation Reform Act of 1995. Terms such as “expect,” “believe,” “continue,” and “grow,” as well as similar comments, are forward-looking in nature. Although the Company believes its growth plans are based upon reasonable assum |
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| January 18, 2012 |
SEALY CORPORATION January 18, 2012 Exhibit 99.1 SEALY CORPORATION Press Release — 4Q Fiscal 2011 Results January 18, 2012 News Release Sealy Corporation Reports Fiscal Fourth Quarter 2011 Results —4th Quarter Results from Continuing Operations— —Net Sales of $269.3 Million— —Income from Operations of $3.7 Million— — Net Loss from Continuing Operations of $(14.0) Million— —Adjusted EBITDA of $15.1 Million— —Cash Flow from Operations |
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| January 18, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 18, 2012 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction (Commission File Numbers) (IRS Employer of incorporation) Identification No. |
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| January 18, 2012 |
SEALY CORPORATION CORPORATE SUBSIDIARIES AS OF JANUARY 10, 2012 QuickLinks - Click here to rapidly navigate through this document Exhibit 21.1 SEALY CORPORATION CORPORATE SUBSIDIARIES AS OF JANUARY 10, 2012 Subsidiary Jurisdiction of Incorporation Sealy Mattress Corporation Delaware Sealy Mattress Company Ohio Sealy Mattress Company of Puerto Rico Ohio Ohio-Sealy Mattress Manufacturing Co., Inc. Massachusetts Ohio-Sealy Mattress Manufacturing Co. Georgia Sealy |
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| January 18, 2012 |
Computation of Ratio of Earnings to Fixed Charges QuickLinks - Click here to rapidly navigate through this document Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges Fiscal Year Ended (Dollars in thousands) November 27, 2011 November 28, 2010 November 29, 2009 November 30, 2008 December 2, 2007 Pre-tax (loss) income from continuing operations $ (4,923 ) $ 39,537 $ 21,479 $ 55,185 $ 124,203 Fixed charges: Interest expense and amortiza |
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| January 18, 2012 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| January 10, 2012 |
ZZ / Sealy Corp. / H PARTNERS MANAGEMENT, LLC - AMENDMENT NO. 1 TO SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 1)1 Sealy Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 812139301 (CUSIP Number) H Partners Management, LLC 888 Seventh Avenue, |
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| December 16, 2011 |
SEALY, INC. One Office Parkway at Sealy Drive · Trinity, North Carolina 27370 · USA Telephone: 336-861-3500 · Fax: 336-861-3501 December 16, 2011 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Cecilia Blye, Chief Office of Global Security Risk Re: Sealy Corporation Form 10-K for the Fiscal Year Ended Novem |
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| December 13, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 12, 2011 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction (Commission File Numbers) (IRS Employer of incorporation) Identification No. |
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| December 13, 2011 |
Exhibit 99.1 Sealy Board of Directors Announces Retirement of Lawrence J. Rogers in 2012 Board Initiates Search to Find New CEO TRINITY, N.C., December 13, 2011 — The Board of Directors of Sealy Corporation (NYSE: ZZ) today announced that Lawrence J. Rogers, the Company’s President and Chief Executive Officer, will retire next year after a 33-year career at the company. Mr. Rogers, 63, will contin |
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| December 13, 2011 |
Exhibit 10.1 SEALY, INC. One Office Parkway at Sealy Drive · Trinity, North Carolina 27370 · USA Telephone: 336-861-3500 · Fax: 336-861-3501 December 12, 2011 Mr. Lawrence J. Rogers 3607 Gaston Road Greensboro, NC 27407 Dear Larry: This agreement (the “Letter Agreement”) will serve to confirm our agreement regarding your retirement from Sealy Corporation (“Sealy”) and the subsequent consulting ser |
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| November 8, 2011 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto), relating to the Common Stock, $0.01 par value, of Sealy Corporation, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of e |
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| November 8, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. )1 Sealy Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 812139301 (CUSIP Number) H Partners Management, LLC 888 Seventh Avenue, 2 |
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| October 11, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G AMENDMENT NO 1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Sealy Corporation - (Name of Issuer) Common Stock - (Title of Class of Securities) 812139301 - (CUSIP Number) September 30, 2011 - (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| October 6, 2011 |
Exhibit 99.1 October 2011 1 Forward-Looking Statements This document contains forward-looking statements within the meaning of the safe harbor provisions of the Securities Litigation Reform Act of 1995. Terms such as “expect,” “believe,” “continue,” and “grow,” as well as similar comments, are forward-looking in nature. Although the Company believes its growth plans are based upon reasonable assum |
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| October 6, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 5, 2011 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction of incorporation) (Commission File Numbers) (IRS Employer Identification No. |
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| September 27, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 27, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 27, 2011 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction (Commission File Numbers) (IRS Employer of incorporation) Identification No. |
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| September 27, 2011 |
Exhibit 99.1 News Release Sealy Corporation Reports Fiscal Third Quarter 2011 Results ?3rd Quarter Results from Continuing Operations? ?Net Sales Increase 4% to $334.1 Million? ?Income from Operations Increases 5% to $37.8 Million? ? Net Income from Continuing Operations of $7.5 Million? ?Adjusted EBITDA Increases to $48.4 Million? TRINITY, N.C., September 27, 2011 ? Sealy Corporation (NYSE: ZZ), |
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| July 1, 2011 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): July 1, 2011 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction of incorporation) (Commission File Numbers) (IRS Employer Identification No. |
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| July 1, 2011 |
Exhibit 99.1 July 2011 1 Forward-Looking Statements This document contains forward-looking statements within the meaning of the safe harbor provisions of the Securities Litigation Reform Act of 1995. Terms such as “expect,” “believe,” “continue,” and “grow,” as well as similar comments, are forward-looking in nature. Although the Company believes its growth plans are based upon reasonable assumpti |
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| June 28, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 28, 2011 |
SEALY CORPORATION NON-ACCRETING RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit 10.42 SEALY CORPORATION NON-ACCRETING RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT (the “Agreement”) is made, effective as of the date set forth on Appendix A of this Agreement (such date, the “Grant Date”), between Sealy Corporation, a Delaware corporation (hereinafter called the “Company”), and the individual named on Appendix A of this Agreement who is an employee of the Company |
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| June 28, 2011 |
SEALY CORPORATION June 28, 2011 Exhibit 99.1 SEALY CORPORATION Press Release — 2Q Fiscal 2011 Results June 28, 2011 News Release Sealy Corporation Reports Fiscal Second Quarter 2011 Results —2nd Quarter Results from Continuing Operations— —Net Sales Increase 11% to $321.3 Million— TRINITY, N.C., June 28, 2011 — Sealy Corporation (NYSE: ZZ), a leading global bedding manufacturer, today announced results for its fiscal second quar |
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| June 28, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 28, 2011 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction (Commission File Numbers) (IRS Employer of incorporation) Identification No. |
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| June 1, 2011 |
OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response………11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| May 13, 2011 |
OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response………11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| April 18, 2011 |
Exhibit 99.1 April 2011 1 Forward-Looking Statements This document contains forward-looking statements within the meaning of the safe harbor provisions of the Securities Litigation Reform Act of 1995. Terms such as “expect,” “believe,” “continue,” and “grow,” as well as similar comments, are forward-looking in nature. Although the Company believes its growth plans are based upon reasonable assumpt |
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| April 18, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 14, 2011 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction of incorporation) (Commission File Numbers) (IRS Employer Identification No. |
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| March 29, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 29, 2011 SEALY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-08738 36-3284147 (State or other jurisdiction (Commission File Numbers) (IRS Employer of incorporation) Identification No. |
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| March 29, 2011 |
Exhibit 99.1 News Release Sealy Corporation Reports Fiscal First Quarter 2011 Results ?1st Quarter Results from Continuing Operations? ?Net Sales of $305.5 Million? ?Income from Operations of $19.7 Million? ?Adjusted EBITDA of $30.0 Million? TRINITY, N.C., March 29, 2011 ? Sealy Corporation (NYSE: ZZ), a leading bedding manufacturer in the world, today announced results for its fiscal first quarte |
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| March 29, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
