- Amended Statement of Beneficial Ownership (SC 13D/A)
13 April 2012 - 8:06PM
Edgar (US Regulatory)
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, 29th Floor
New York, New York 10019
Attn: Rehan Jaffer
(212) 265-4200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 12, 2012
(Date of Event Which Requires Filing of
This Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
x
.
Note:
Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other
parties to whom copies are to be sent.
_______________
1
The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however,
see
the
Notes
).
CUSIP No 812139301
1
|
NAME OF REPORTING PERSONS
H Partners Management, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
15,480,935
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
15,480,935
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,480,935
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
|
14
|
TYPE OF REPORTING PERSON
CO, IA
|
CUSIP No 812139301
1
|
NAME OF REPORTING PERSONS
H Partners, LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
7,804,035
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
7,804,035
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,804,035
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No 812139301
1
|
NAME OF REPORTING PERSONS
H Partners Capital, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
7,804,035
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
7,804,035
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,804,035
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
|
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No 812139301
1
|
NAME OF REPORTING PERSONS
Rehan Jaffer
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
15,480,935
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
15,480,935
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,480,935
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
|
14
|
TYPE OF REPORTING PERSON
IN
|
SCHEDULE 13D/A4
This constitutes Amendment
No. 4 to the statement on Schedule 13D (the “
Amendment No. 4
”) filed jointly on behalf of H Partners Management,
the Partnership, H Partners Capital and Rehan Jaffer, dated and filed November 7, 2011 (the “
Statement
”), relating
to the common stock, $0.01 par value per share, of Sealy Corporation (the “
Company
”). The Company’s principal
executive office is located at Sealy Drive, One Office Parkway, Trinity, North Carolina 27370. This amendment is being filed to
amend and restate Item 4. Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain
unchanged.
|
Item 4.
|
Purpose of Transaction
.
|
Item 4 is hereby amended and restated
in its entirety as follows:
The Shares covered by
this Schedule 13D were acquired by the Reporting Persons for investment purposes in the ordinary course of business. The Reporting
Persons believe that it would be in their best interest, and those of other shareholders, to attempt to influence the governance
and business strategies of the Company. The Reporting Persons have attempted and continue to attempt to engage in discussions with
members of the Board of Directors (the “
Board
”) and management of Sealy regarding potential means for enhancing
shareholder value, including through potential shareholder proposals and seeking representation on the Board.
On March 11, 2012, the
Reporting Persons sent a letter to the Board (the “
March 11 Letter
”) (filed as Exhibit 99.2 to Amendment No.
2 to the Statement) recommending that: (i) the Reporting Persons be allowed to appoint one representative to the Board; (ii) KKR’s
Board representation be proportionate with its ownership interest; (iii) Dean Nelson resign from the Board; (iv) two additional
qualified, independent directors be appointed; (v) a representative of the Reporting Persons be appointed to the CEO search committee;
(vi) the Board’s nominating and corporate governance committee be recomposed; and (vii) the Board create a “Conflicts
Committee.” Further, the March 11 Letter stated that the Reporting Persons would continue to explore all avenues to enhance
the value of their investment, including, but not limited to, withholding votes from incumbent directors at the annual meeting
of stockholders.
On March 23, 2012, the
Board sent a letter to the Reporting Persons (the “
Sealy March 23 Letter
”) in response to the March 11 Letter.
On March 27, 2012, the Reporting Persons sent a letter to the Board (the “
March 27 Letter
”) in response to the
Sealy March 23 Letter (filed as Exhibit 99.3 to Amendment No. 3 to the Statement).
On April 12, 2012, as
set forth in the press release filed as Exhibit 99.4 to Amendment No. 4 to the Statement, the Reporting Persons announced their
intention to withhold votes from all of the incumbent directors at the annual meeting of stockholders of the Company.
No Reporting Person has
any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item
4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. The
Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors, the Reporting
Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate including,
without limitation, purchasing or selling shares of common stock or preferred stock or other securities of the Company or changing
their intentions with respect to any and all matters referred to in Item 4.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
|
99.1
|
Joint Filing Agreement (incorporated by reference from the Statement).
|
|
99.2
|
Letter, dated March 11, 2012, by the Reporting Persons to the Board of Directors of the Issuer
(incorporated by reference from Amendment No. 2 to the Statement)
|
|
99.3
|
Letter, dated March 27, 2012, by the Reporting Persons to the Board of Directors of the Issuer
(incorporated by reference from Amendment No. 3 to the Statement)
|
|
99.4
|
Press Release, dated April 12, 2012
|
SIGNATURES
After reasonable inquiry
and to the best of such Reporting Person’s knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: April 13, 2012
H
Partners Management, LLC
By:
/s/ Rehan Jaffer
Name/Title:
Rehan Jaffer/Managing Member
H
Partners, LP
By:
H Partners Capital, LLC, its General Partner
By:
/s/ Rehan Jaffer
Name/Title:
Rehan Jaffer/Managing Member
H
Partners Capital, LLC
By:
/s/ Rehan Jaffer
Name/Title:
Rehan Jaffer/Managing Member
Rehan
Jaffer
By:
/s/ Rehan Jaffer
Name/Title:
Rehan Jaffer
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