0001546190-12-000005.txt : 20121003 0001546190-12-000005.hdr.sgml : 20121003 20121003170742 ACCESSION NUMBER: 0001546190-12-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121003 DATE AS OF CHANGE: 20121003 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: 121127466 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: FPR PARTNERS LLC CENTRAL INDEX KEY: 0001546190 IRS NUMBER: 364616234 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 BUSINESS PHONE: 415-284-8888 MAIL ADDRESS: STREET 1: 199 FREMONT STREET STREET 2: SUITE 2500 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 SC 13D/A 1 fpr13da4zz100312.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No. 4)* Sealy Corporation -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 812139301 -------------------------------------------------------------------------------- (CUSIP Number) Siu Chiang 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) September 27, 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 6 -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS FPR Partners, LLC -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions)* -------------------------------------------------------------------------------- 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 6,302,570 shares of Common Stock NUMBER OF ------------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ------------------------------------------------------------- PERSON WITH: 9. SOLE DISPOSITIVE POWER 6,302,570 shares of Common Stock ------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,302,570 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) 6.1% -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IA -------------------------------------------------------------------------------- SCHEDULE 13D ------------------------- ------------------------- CUSIP NO. 812139301 Page 3 of 6 -------------------------------------------------------------------------------- This Amendment No. 4 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. 4 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, on behalf of BART Partners, LLC, and the Amendment No. 2 to Schedule 13D, filed March 29, 2012, jointly on behalf of FPR Partners, LLC and BART Partners, LLC, and the Amendment No. 3 to Schedule 13D filed June 8, 2012, on behalf of FPR Partners, LLC relating to the Common Stock collectively, the "Schedule 13D"). Item 4. Purpose of Transaction ---------------------- Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The Reporting Person is filing this Amendment No. 4 to report recent open-market sales of securities of the Issuer that have decreased the amount of Common Stock that the Reporting Person may be deemed to beneficially own by an amount greater than one percent of the outstanding Common Stock of the Issuer. The disposition of the securities of the Issuer by the Reporting Person was an investment decision based upon the Reporting Person's determination of several factors, including, without limitation, the market price for such securities and the plan of merger publicly announced by the Issuer on September 27, 2012. SCHEDULE 13D ------------------------- ------------------------- CUSIP NO. 812139301 Page 4 of 6 -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer ------------------------------------ The ownership percentages set forth herein are based on 104,082,411 shares of the Issuer's Common Stock outstanding as of September 20, 2012, as set forth in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on September 28, 2012. (a) As of October 3, 2012, the Reporting Person may be deemed to be the beneficial owner of an aggregate number of 6,302,570 shares (6.1%) of the Issuer's Common Stock. (b) The Reporting Person has 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 Person has purchased/(sold) the following shares of the Issuer's Common Stock in the open market: Reporting Person Trade Date Quantity Wtd Avg Price ---------------- ---------- -------- ------------- FPR Partners, LLC 08/21/2012 100,000 $1.60 08/31/2012 73,000 $1.60 09/11/2012 100,000 $1.72 09/14/2012 16,900 $1.86 09/26/2012 50,000 $2.15 09/27/2012 (2,917,342) $2.24 09/28/2012 (706) $2.26 10/02/2012 (30,620) $2.24 10/03/2012 (86,027) $2.23 (d) Not Applicable (e) Not Applicable SCHEDULE 13D ------------------------- ------------------------- CUSIP NO. 812139301 Page 5 of 6 -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer ------------------------------------------------------------- The Reporting Person holds 800,840 of Issuer's 8% Senior Secured Third Lien Convertible Notes due 2016 (the "Notes"). The Notes are convertible into 23,421,767 shares of Issuer's Common Stock. However, based on the Prospectus Supplement of Sealy Corporation dated April 9, 2009 (the "Prospectus"), the Reporting Person is 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 Person 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 -------------------------------- Not Applicable. SCHEDULE 13D ------------------------- ------------------------- CUSIP NO. 812139301 Page 6 of 6 -------------------------------------------------------------------------------- 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: October 3, 2012 FPR Partners, LLC /s/ Siu Chiang ------------------------------------- Name: Siu Chiang Title: Chief Financial Officer