0001104659-14-008774.txt : 20140212 0001104659-14-008774.hdr.sgml : 20140212 20140212093025 ACCESSION NUMBER: 0001104659-14-008774 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140212 DATE AS OF CHANGE: 20140212 GROUP MEMBERS: J.W. CHILDS ADVISORS III, L.P. GROUP MEMBERS: J.W. CHILDS ASSOCIATES, INC. GROUP MEMBERS: J.W. CHILDS ASSOCIATES, L.P. GROUP MEMBERS: JWC FUND III CO-INVEST, LLC GROUP MEMBERS: JWC MATTRESS HOLDINGS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MATTRESS FIRM HOLDING CORP. CENTRAL INDEX KEY: 0001419852 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FURNITURE STORES [5712] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86696 FILM NUMBER: 14596997 BUSINESS ADDRESS: STREET 1: C/O MATTRESS HOLDING CORP STREET 2: 5815 GULF FREEWAY CITY: HOUSTON STATE: TX ZIP: 77023 BUSINESS PHONE: (713) 923-1090 MAIL ADDRESS: STREET 1: C/O MATTRESS HOLDING CORP STREET 2: 5815 GULF FREEWAY CITY: HOUSTON STATE: TX ZIP: 77023 FORMER COMPANY: FORMER CONFORMED NAME: MATTRESS INTERCO INC DATE OF NAME CHANGE: 20071130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JW CHILDS EQUITY PARTNERS III LP CENTRAL INDEX KEY: 0001173402 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 111 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 6177531100 SC 13G/A 1 a14-5452_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

Mattress Firm Holding Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

57722W 106

(CUSIP Number)

December 31, 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:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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. 57722W 106

13G

 

 

 

1.

Names of Reporting Persons
J.W. Childs Equity Partners III, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
16,844,740*

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
16,844,740*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
16,844,740*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
49.7%**

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

*                                         See Item 4 below.

**                                  Based on 33,901,524 shares of Common Stock outstanding as of December 4, 2013, as reported in the Quarterly Report on Form 10-Q for quarterly period ended October 29, 2013 filed by the Issuer on December 6, 2013.

 

2


 

CUSIP No. 57722W 106

13G

 

 

 

1.

Names of Reporting Persons
J.W. Childs Advisors III, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
16,844,740*

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
16,844,740*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
16,844,740*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
49.7%**

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

*                                         See Item 4 below.

**                                  Based on 33,901,524 shares of Common Stock outstanding as of December 4, 2013, as reported in the Quarterly Report on Form 10-Q for quarterly period ended October 29, 2013 filed by the Issuer on December 6, 2013.

 

3


 

CUSIP No. 57722W 106

13G

 

 

 

1.

Names of Reporting Persons
JWC Fund III Co-Invest, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
16,844,740*

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
16,844,740*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
16,844,740*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
49.7%**

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

*                                         See Item 4 below.

**                                  Based on 33,901,524 shares of Common Stock outstanding as of December 4, 2013, as reported in the Quarterly Report on Form 10-Q for quarterly period ended October 29, 2013 filed by the Issuer on December 6, 2013.

 

4


 

CUSIP No. 57722W 106

13G

 

 

 

1.

Names of Reporting Persons
J.W. Childs Associates, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
16,844,740*

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
16,844,740*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
16,844,740*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
49.7%**

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

*                                         See Item 4 below.

**                                  Based on 33,901,524 shares of Common Stock outstanding as of December 4, 2013, as reported in the Quarterly Report on Form 10-Q for quarterly period ended October 29, 2013 filed by the Issuer on December 6, 2013.

 

5


 

CUSIP No. 57722W 106

13G

 

 

 

1.

Names of Reporting Persons
JWC Mattress Holdings, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
16,844,740*

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
16,844,740*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
16,844,740*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
49.7%**

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

*                                         See Item 4 below.

**                                  Based on 33,901,524 shares of Common Stock outstanding as of December 4, 2013, as reported in the Quarterly Report on Form 10-Q for quarterly period ended October 29, 2013 filed by the Issuer on December 6, 2013.

 

6


 

CUSIP No. 57722W 106

13G

 

 

 

1.

Names of Reporting Persons
J.W. Childs Associates, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
16,844,740*

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
16,844,740*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
16,844,740*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
49.7%**

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

*                                         See Item 4 below.

**                                  Based on 33,901,524 shares of Common Stock outstanding as of December 4, 2013, as reported in the Quarterly Report on Form 10-Q for quarterly period ended October 29, 2013 filed by the Issuer on December 6, 2013.

 

7


 

Amendment No. 2 to Schedule 13G

 

This Amendment No. 2 on Schedule 13G (this “Amendment No. 2”) amends the cover page and Items 2(a) and 4 of Amendment No. 1 on Schedule 13G (“Amendment No. 1”) filed with the Securities and Exchange Commission on behalf of the Reporting Persons (as defined below) on January 9, 2013.  Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Statement on Schedule 13G (the “Initial Schedule 13G,” and together with Amendment No. 1 and this Amendment No. 2, the “Schedule 13G”) filed with the Securities and Exchange Commission on February 14, 2012.

 

Item 2.

 

(a)

Name of Person Filing

This Amendment No. 2 is being filed jointly by each of J.W. Childs Equity Partners III, L.P., J.W. Childs Advisors III, L.P., JWC Fund III Co-Invest, LLC, J.W. Childs Associates, L.P., JWC Mattress Holdings, LLC and J.W. Childs Associates, Inc. (collectively, the “Reporting Persons”).

 

The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2012, a copy of which was attached as Exhibit A to the Initial Schedule 13G, pursuant to which the Reporting Persons agreed to file the Initial Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

 

 

Item 4.

Ownership

 

The information set forth in Rows 5 through 11 of the cover pages to this Amendment No. 2 is incorporated herein by reference for each Reporting Person.

 

JWC Mattress Holdings, LLC, a limited liability company managed by J.W. Childs Associates, Inc., holds a total of 16,844,740 shares of Common Stock.  Of such shares, 16,027,704 shares are indirectly owned by J.W. Childs Equity Partners III, L.P., a Delaware limited partnership, whose general partner is J.W. Childs Advisors III, L.P., and 817,036 shares are indirectly owned by JWC Fund III Co-Invest, LLC, a Delaware limited liability company, whose managing member is J.W. Childs Associates, L.P.  J.W. Childs Equity Partners III, L.P. and JWC Fund III Co-Invest, LLC hold their interest in the Common Stock through JWC Mattress Holdings, LLC.  J.W. Childs Associates, Inc. has voting and investment control of each of J.W. Childs Equity Partners III, L.P. and JWC Fund III Co-Invest, LLC and also manages JWC Mattress Holdings, LLC and, as a result, may be deemed to have indirect beneficial ownership of the securities held by JWC Mattress Holdings, LLC. As Chairman and Chief Executive Officer of J.W. Childs Associates, L.P. and the sole shareholder of J.W. Childs Associates, Inc., John W. Childs may be deemed to have indirect beneficial ownership of the securities held by JWC Mattress Holdings, LLC. Each of the Reporting Persons disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.  The inclusion of the Reporting Persons and such securities in this report shall not be deemed an admission of beneficial ownership by the Reporting Persons for purposes of Sections 13(d) or 13(g) of the Act, or for any other purposes.

 

8


 

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.

 

 

J.W. CHILDS EQUITY PARTNERS III, L.P.

 

 

 

By:

J.W. Childs Advisors III, L.P., Its General Partner

 

 

By:

J.W. Childs Associates, L.P., Its General Partner

 

 

 

By: J.W. Childs Associates, Inc., Its General Partner

 

 

 

By:

/s/ David A. Fiorentino

 

Name: David A. Fiorentino

 

Title: Authorized Representative

 

 

 

 

 

J.W. CHILDS ADVISORS III, L.P.

 

By:

J.W. Childs Associates, L.P., Its General Partner

 

 

By:

J.W. Childs Associates, Inc., Its General Partner

 

 

 

 

 

By:

/s/ David A. Fiorentino

 

Name: David A. Fiorentino

 

Title: Authorized Representative

 

 

 

 

 

JWC FUND III CO-INVEST, L.L.C.

 

 

 

By:

J.W. Childs Associates, L.P., Its Manager

 

 

By:

J.W. Childs Associates, Inc., Its General Partner

 

 

 

By:

/s/ David A. Fiorentino

 

Name: David A. Fiorentino

 

Title: Authorized Representative

 

 

 

 

 

J.W. CHILDS ASSOCIATES, L.P.

 

 

 

By:

J.W. Childs Associates, Inc., Its General Partner

 

 

 

 

 

By:

/s/ David A. Fiorentino

 

Name: David A. Fiorentino

 

Title: Authorized Representative

 

 

 

 

 

JWC MATTRESS HOLDINGS, LLC

 

 

 

 

 

By:

/s/ David A. Fiorentino

 

Name: David A. Fiorentino

 

Title: Authorized Representative

 

 

 

 

 

J.W. CHILDS ASSOCIATES, INC.

 

 

 

 

 

By:

/s/ David A. Fiorentino

 

Name: David A. Fiorentino

 

Title: Authorized Representative

 

9