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, 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)
January 6, 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 persons 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) ¨ (b) x
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds
AF | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(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
14,616,441 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
14,616,441 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
14,616,441 | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
14.5% | |||||
(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) ¨ (b) x
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds
WC | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(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
7,619,541 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
7,619,541 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
7,619,541 | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
7.6% | |||||
(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) ¨ (b) x
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds
WC | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(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
7,619,541 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
7,619,541 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
7,619,541 | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
7.6% | |||||
(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) ¨ (b) x
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds
WC | |||||
(5) | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(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
14,616,441 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
14,616,441 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
14,616,441 | |||||
(12) |
Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
14.5% | |||||
(14) |
Type of reporting person
IN |
SCHEDULE 13D/A1 |
This constitutes Amendment No. 1 to the statement on Schedule 13D (the Amendment No. 1) filed jointly on behalf of H Partners Management, the Partnership, H Partners Capital and Rehan Jaffer, dated and filed November 7, 2011 (the Original Filing), relating to the common stock, $0.01 par value per share, of Sealy Corporation (the Company). The Companys 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 Original Filing 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 now 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 intend to engage in discussions with members of the Board of Directors and management of Sealy from time to time regarding Sealy and potential means for enhancing shareholder value, including through shareholder proposals. The Reporting Persons have determined to seek representation on the Board of Directors of Sealy.
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 Sealy 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 Original Filing). |
SIGNATURES
After reasonable inquiry and to the best of such Reporting Persons knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated January 10, 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 |