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EX-99.1 - EX-99.1 - SEALY CORPa13-7761_1ex99d1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported):  March 18, 2013

 


 

SEALY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

001-08738

 

36-3284147

(State or other jurisdiction
of incorporation)

 

(Commission File Numbers)

 

(IRS Employer
Identification No.)

 

Sealy Drive, One Office Parkway Trinity, North Carolina 27370

(Address of Principal Executive Offices, including Zip Code)

 

(336) 861-3500

(Registrant’s Telephone Number, Including Area Code)

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registration under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 



 

Item 8.01.             Other Events.

 

On March 18, 2013, Sealy Corporation (the “Company”) and Tempur-Pedic International Inc. (“Parent”) issued a joint press release announcing the completion of the merger of Silver Lightning Merger Company (“Merger Sub”), a wholly-owned subsidiary of Parent, with and into the Company (the “Merger”), pursuant to an Agreement and Plan of Merger, dated as of September 26, 2012, by and among Parent, Merger Sub and the Company.  A copy of the joint press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01.             Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are filed with this Form 8-K:

 

Exhibit No.

 

Description

 

 

 

99.1

 

Joint Press Release dated March 18, 2013 titled “Tempur-Pedic Completes Acquisition of Sealy — Unveils Tempur Sealy International, Inc. as Planned New Corporate Name”

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

SEALY CORPORATION

 

 

Date: March 18, 2013

 

 

 

 

By:

/s/ Michael Q. Murray

 

 

Name: Michael Q. Murray

 

 

Title: Senior Vice President and General Counsel

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Joint Press Release dated March 18, 2013 titled “Tempur-Pedic Completes Acquisition of Sealy — Unveils Tempur Sealy International, Inc. as Planned New Corporate Name”

 

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