0001419078-12-000015.txt : 20120330 0001419078-12-000015.hdr.sgml : 20120330 20120329191242 ACCESSION NUMBER: 0001419078-12-000015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120330 DATE AS OF CHANGE: 20120329 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39994 FILM NUMBER: 12725594 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: BART PARTNERS, LLC CENTRAL INDEX KEY: 0001419078 IRS NUMBER: 261073073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 199 FREMONT STREET STREET 2: SUITE 2500 CITY: SAN FRANCISCO STATE: CA ZIP: 94105-2261 BUSINESS PHONE: 415-284-8888 MAIL ADDRESS: STREET 1: 199 FREMONT STREET STREET 2: SUITE 2500 CITY: SAN FRANCISCO STATE: CA ZIP: 94105-2261 FORMER COMPANY: FORMER CONFORMED NAME: BART Partners, LLC DATE OF NAME CHANGE: 20071120 SC 13D/A 1 fprbart13da2zz032912.txt AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No. 2)* Sealy Corporation ------------------------------------------------------------------------------- (Name of Issuer) Common Stock ------------------------------------------------------------------------------- (Title of Class of Securities) 812139301 ------------------------------------------------------------------------------- (CUSIP Number) Stephen D. Lane FPR Partners, LLC 199 Fremont Street, Suite 2500 San Francisco, CA 94105-2261 (415) 284-8516 ------------------------------------------------------------------------------- (Name, address and telephone number of Person Authorized to Receive Notices and Communications) March 29, 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 [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. *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. This 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 1834 ("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). =============================================================================== SCHEDULE 13D ------------------------- ------------------------- CUSIP NO. 812139301 Page 2 of 7 ------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS FPR Partners, LLC ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] ------------------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions)* 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, United States ------------------------------------------------------------------------------- 7. SOLE VOTING POWER 7,740,258 shares of Common Stock NUMBER OF ------------------------------------------------------------ SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ------------------------------------------------------------ PERSON WITH 9. SOLE DISPOSITIVE POWER 7,740,258 shares of Common Stock ------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,740,258 shares of Common Stock ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IA ------------------------------------------------------------------------------- SCHEDULE 13D ------------------------- ------------------------- CUSIP NO. 812139301 Page 3 of 7 ------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS BART Partners, LLC ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] ------------------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions)* OO ------------------------------------------------------------------------------- 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, United States ------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------ SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ------------------------------------------------------------ PERSON WITH 9. SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO ------------------------------------------------------------------------------- ------------------------- ------------------------- CUSIP NO. 812139301 Page 4 of 7 ------------------------------------------------------------------------------- This Amendment No. 2 to Schedule 13D relates to the Common Stock, par value of $0.01 per share (the "Common Stock") of Sealy Corporation, a Delaware corporation (the "Issuer"), which has its principal executive office at Sealy Drive, One Office Parkway, Trinity, North Carolina 27370. This Amendment No. 2 amends and supplements, as set forth below, the initial Schedule 13D, filed January 9, 2012, and the Amendment No. 1 to Schedule 13D, filed February 14, 2012, filed by BART Partners, LLC, relating to the Common Stock (collectively, the "Schedule 13D"). This Amendment No. 2 constitutes an "exit" filing with respect to the Schedule 13D by BART Partners, LLC but not as to FPR Partners, LLC. BART Partners, LLC has delegated its authority as the Reporting Person with respect to the Common Stock to FPR Partners, LLC. Item 2. Identity and Background ----------------------- This Schedule 13D is being filed jointly on behalf of FPR Partners, LLC and BART Partners, LLC (each a "Reporting Person"). The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 2 hereto. Each Reporting Person is a limited liability company organized under the laws of the State of Delaware. The principal business of each Reporting Person is that of investment management. The address of the principal office of each Reporting Person is 199 Fremont Street, Suite 2500, San Francisco, CA 94105-2261 During the last five years, the Reporting Persons have not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- The source of funds used to purchase the securities of the Issuer reported herein was the working capital of certain advisory clients of the Reporting Persons. No borrowed funds were used to purchase the Common Stock, other than any borrowed funds used for working capital purposes in the ordinary course of business. Item 4. Purpose of Transaction ---------------------- The securities of the Issuer as to which this schedule is filed were acquired for investment purposes, and such purchases have been made in the ordinary course of business. In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from changes in market prices of such Common Stock, changes in the Issuer's operations, business strategy or prospects, or from sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will routinely monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with its investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Reporting Person's modifying their ownership of Common Stock, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer's operations, governance or capitalization, or in proposing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D. ------------------------- ------------------------- CUSIP NO. 812139301 Page 5 of 7 ------------------------------------------------------------------------------- The Reporting Persons reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Common Stock or dispose of all the Common Stock owned by them, in the public market or privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing. Accordingly, on March 29, 2012, the Reporting Persons sent a letter to Gary E. Morin, member of the Board of Directors of the Issuer, which is attached as Exhibit 1 hereto. Item 5. Interest in Securities of the Issuer ------------------------------------ The ownership percentages set forth below are based on 100,971,540 shares of the Issuer's Common Stock outstanding as of March 20, 2012, as set forth in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on March 27, 2012. (a) As of March 29, 2012, the Reporting Persons may be deemed to be the beneficial owner of an aggregate number of 7,740,258 shares of the Issuer's Common Stock. (b) The Reporting Persons have and will have the sole power to vote and dispose of the shares of the Common Stock that it beneficially owns. (c) During the 60 days preceding the date of this report, the Reporting Persons have purchased the following shares of the Issuer's Common Stock in the open market: Reporting Person Trade Date Quantity Wtd Avg Price ---------------- ---------- -------- ------------- FPR Partners, LLC 02/07/2012 334,670 $1.44 02/08/2012 49,800 $1.45 02/09/2012 46,712 $1.47 02/10/2012 400,000 $1.52 02/13/2012 325,000 $1.53 02/28/2012 117,164 $1.58 02/29/2012 218,754 $1.70 03/08/2012 83,900 $1.72 03/09/2012 43,000 $1.77 03/12/2012 3,000 $1.78 03/01/2012 114,530 $1.70 03/02/2012 108,676 $1.70 03/05/2012 41,324 $1.69 03/06/2012 50,000 $1.60 (d) Not Applicable (e) This Amendment No. 2 constitutes an "exit" filing with respect to the Schedule 13D by BART Partners, LLC but not as to FPR Partners, LLC. BART Partners, LLC has less than a 5% interest in the securities of the Issuer as of March 29, 2012. ------------------------- ------------------------- CUSIP NO. 812139301 Page 6 of 7 ------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer ------------------------------------------------------------- The Reporting Persons hold 965,019 of Issuer's 8% Senior Secured Third Lien Convertible Notes due 2016 (the "Notes"). The Notes are convertible into 29,352,329 shares of Issuer's Common Stock. However, based on the Prospectus Supplement of Sealy Corporation dated April 9, 2009 (the "Prospectus"), the Reporting Persons are required to provide 61 days' notice to the Issuer in order to receive shares of Issuer's Common Stock upon conversion of the Notes. According to the Prospectus, no holder of the Notes (other than Kohlberg Kravis Roberts & Co. L.P., its affiliates and certain members of management) will be permitted to receive shares upon conversion of the Notes to the extent such conversion will result in such holder becoming a "beneficial owner" under the securities laws by owning 5% or more of the shares of Issuer's Common Stock. In addition, no holder of more than 5% of Issuer's Common Stock at May 27, 2009 (other than Kohlberg Kravis Roberts & Co. L.P., its affiliates and certain members of management) may receive shares upon conversion of the Notes to the extent such conversion will result in such holder becoming a "beneficial owner," directly or indirectly, of more than an additional 1% of the shares of Common Stock upon conversion of the Notes. These limitations on beneficial ownership shall be terminated (i) upon 61 days' notice to the Issuer by any holder of Notes, solely with respect to the Notes beneficially owned by such holder, (ii) immediately upon delivery by the Issuer of notice of its election to terminate conversion rights to the extent permitted by the indenture governing the Notes, (iii) immediately upon delivery by the Issuer of notice of a fundamental change or (iv) on June 15, 2016. Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between such persons and any other person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. Item 7. Material to Be Filed as Exhibits -------------------------------- Exhibit 1 Letter, dated March 29, 2012, by FPR Partners, LLC to Gary E. Morin, member of the Board of Directors of the Issuer Exhibit 2 Joint Filing Agreement, dated March 29, 2012, by and among BART Partners, LLC and FPR Partners, LLC ------------------------- ------------------------- CUSIP NO. 812139301 Page 7 of 7 ------------------------------------------------------------------------------- SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 29, 2012 FPR Partners, LLC /s/ Stephen D. Lane ------------------------------------- Name: Stephen D. Lane Title: Chief Financial Officer BART Partners, LLC /s/ Stephen D. Lane ------------------------------------- Name: Stephen D. Lane Title: Chief Financial Officer EX-1 2 fprbart13da2zzex1032912.txt LETTER, DATED MARCH 29, 2012 Exhibit 1 FPR Partners 199 Fremont Street Suite 2500 San Francisco, CA 94105 March 29,2012 Mr. Gary E. Morin Sealy Corporation One Office Parkway Trinity, NC 27370 Dear Gary: We were disappointed and perplexed by the Sealy board's response to H Partners' letter dated March 11, 2012, which raised meaningful concerns regarding immense value destruction, lack of minority shareholder representation and excessive fees paid to one shareholder. Instead of discussing the substantive issues before the company, its board, and all shareholders, you instead chose to pick at secondary details of the letter. We have been longtime shareholders of Sealy and expect KKR to uphold its responsibilities as the private equity sponsor of a public company with integrity. We believe strongly that all shareholders of a public company have a place in governing the company they own. A 46% ownership stake in a public company should lead to very different governance than 100% ownership of a private company. Rather than make no changes in the outdated and unsuccessful governance of Sealy, we urge you to bring other qualified shareholders onto the board who can help select and support the new CEO and remaining members of the management team. As large shareholders of Sealy, we seek to work with all stakeholders to maximize the full potential of this fine franchise. Sincerely, FPR Partners EX-2 3 fprbart13da2zzex2032912.txt JOINT FILING AGREEMENT Exhibit 2 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below. Dated: March 29, 2012 FPR Partners, LLC /s/ Stephen D. Lane ------------------------------------- Name: Stephen D. Lane Title: Chief Financial Officer BART Partners, LLC /s/ Stephen D. Lane ------------------------------------- Name: Stephen D. Lane Title: Chief Financial Officer