0001076809-13-000005.txt : 20130315
0001076809-13-000005.hdr.sgml : 20130315
20130315165421
ACCESSION NUMBER: 0001076809-13-000005
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20130315
DATE AS OF CHANGE: 20130315
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: SEALY CORP
CENTRAL INDEX KEY: 0000748015
STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510]
IRS NUMBER: 363284147
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1202
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-39994
FILM NUMBER: 13694814
BUSINESS ADDRESS:
STREET 1: 520 PIKE ST
CITY: SEATTLE
STATE: WA
ZIP: 98101
BUSINESS PHONE: 2066251233
MAIL ADDRESS:
STREET 1: HALLE BUILDING 10TH FLOOR
STREET 2: 1228 EUCLID AVE
CITY: CLEVELAND
STATE: OH
ZIP: 44115
FORMER COMPANY:
FORMER CONFORMED NAME: OHIO MATTRESS CO /DE/
DATE OF NAME CHANGE: 19900322
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: GLAZER CAPITAL, LLC
CENTRAL INDEX KEY: 0001076809
IRS NUMBER: 134032491
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 623 FIFTH AVENUE
STREET 2: SUITE 2502
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-808-7304
MAIL ADDRESS:
STREET 1: 623 FIFTH AVENUE
STREET 2: SUITE 2502
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER COMPANY:
FORMER CONFORMED NAME: GLAZER CAPITAL MANAGEMENT LP
DATE OF NAME CHANGE: 19990114
SC 13G/A
1
zz.txt
ZZ 13G/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. )
Sealy Corporation
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
812139301
(CUSIP NUMBER)
March 12, 2013
-------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
-------------------------------------------------------------------------------
NAME OF REPORTING PERSONS: Paul J. Glazer
---------------------------------------------------------------------------
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
------------------------------------------------------------------------------
SEC USE ONLY
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
-------------------------------------------------------------------------------
SHARED VOTING POWER 13,756,899
-------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER 13,756,899
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,756,899
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.6%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON* IN
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
-------------------------------------------------------------------------------
NAME OF REPORTING PERSONS: Glazer Capital, LLC
---------------------------------------------------------------------------
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 13-4032491
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
------------------------------------------------------------------------------
SEC USE ONLY
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
-------------------------------------------------------------------------------
SHARED VOTING POWER 13,756,899
-------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER 13,756,899
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,756,899
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.6%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON* OO
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
Sealy Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
Sealy Drive One Office Parkway
Trinity, North Carolina 27370
Item 2(a). Name of Persons Filing:
This Schedule 13G is being filed with respect to
shares of Common Stock of the Issuer which are
beneficially owned by Paul Glazer and Glazer Capital,
LLC ("GCL" and together with Paul GLazer the "Reporting
Persons").
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business address of the Reporting Persons is:
623 Fifth Ave
Suite 2502
New York, New York 10022
Item 2(c). Citizenship:
Mr. Glazer is a citizen of the United States of
America. GCL is a Deleware limited liability company.
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value per share
Item 2(e). CUSIP Number:
812139301
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a: Not Applicable
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Exchange
Act;
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Exchange Act;
(e) [ ] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [ ] Parent Holding Company or Control Person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [ ] Saving Association as defined in Section 3(b) of The Federal
Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of an Investment
Company under Section 3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Sec. 240.13d-1(c), check this box [ x ].
Item 4. Ownership
(a) Amount Beneficially Owned
As of the Date of Event, each of the Reporting Persons may be
deemed to be the beneficial owner of the Shares issuable upon
the conversion of the SR SECD 3RD 8% Convertible Notes due 2016
beneficially owned as followed:
Paul Glazer: 13,756,899
GCL: 13,756,899
(b) Percent of Class
As of the Date of Event, assuming full conversion of the SR
SECD 3RD 8% Convertible Notes due 2016, each of the Reporting
Persons may be deemed to be the beneficial owner of the aproximate
percentages of the shares outstanding below:
Paul Glazer: 11.6%
GCL: 11.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
Paul Glazer: 0
GCL: 0
(ii) Shared power to vote or to direct the vote:
Paul Glazer: 13,756,899
GCL: 13,756,899
(iii) Sole power to dispose or direct the disposition of:
Paul Glazer: 0
GCL: 0
(iv) Shared power to dispose or to direct the disposition of:
Paul Glazer: 13,756,899
GCL: 13,756,899
As calculated in accordance with Rule 13d-3 of the Securities
Exchange Act of 1934, as amended, Paul J. Glazer beneficially
owns 13,756,899 shares of the Issuer's Common Stock, $0.01 par
value per share ("Common Stock"), representing 11.6% of the
Common Stock. Mr. Glazer does not directly own any shares of
Common Stock, but he does indirectly own 13,756,899 shares of
Common Stock in his capacity as (i) the managing member of
Paul J. Glazer, LLC, a Delaware limited liability company,
which in turn serves as the general partner of Glazer Capital
Management L.P.,("GCM"), Glazer Qualified Partners, L.P. ("GQP"),
and Glazer Enhanced Fund, L.P. ("GEF") all Delaware limited
partnerships and (ii) the managing member of Glazer Capital,
LLC ("GCL") which in turn serves as the investment manager of
GCM, GQP, GEF, Glazer Offshore Fund, Ltd. ("GOF") and Glazer
Enhanced Offshore Fund, Ltd.("GEOF") both Cayman Islands
corporations. In addition, GCL manages on a discretionary basis
separate accounts for two unrelated entities that own shares of
Common Stock (collectively, the "Separate Accounts"). Although
Mr. Glazer and GCL do not directly own any shares of Common Stock,
Mr. Glazer and GCL are deemed to beneficially own the 13,756,899
shares of Common Stock held by GOF, GEOF, GCM, GQP, GEF and the
Separate Accounts.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the
following: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Each of GOF, GEOF, GCM, GQP, GEF and the Separate Accounts
has the right to receive dividends and the proceeds from the
sale of the shares of Common Stock held by such
person.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
See Exhibit B hereof
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 15, 2013
PAUL J. GLAZER
By: /s/ Paul J. Glazer
--------------------------
Name: Paul J. Glazer
Glazer Capital, LL
By: /s/ Paul J. Glazer
--------------------------
Name: Paul J. Glazer
Title: Managing Member
Exhibit A
---------
Joint Filing Agreement
----------------------
The undersigned agree that this Schedule 13G, and all amendments
thereto, relating to the Common Stock of Sealy Corporation shall be filed
on behalf of the undersigned.
PAUL J. GLAZER
/s/ Paul J. Glazer
----------------------
Name: Paul J. Glazer
GLAZER CAPITAL, LLC
By: /s/ Paul J. Glazer
--------------------------
Name: Paul J. Glazer
Title: Managing Member
Exhibit B
Due to the relationships between them, the reporting persons hereunder
may be deemed to constitute a "group" with one another for purposes of Section
13(d)(3) of the Securities Exchange Act of 1934.