Amendment No. 2

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IcvCiN2kPMjp4f87nqO46k6HAxm7DgymbQQwvRjEo3WPMxzb5GAyupu3CdSdpIoq wWOVBnt7FpSVMgf44eHZnw== 0001193125-06-030275.txt : 20060214 0001193125-06-030275.hdr.sgml : 20060214 20060214091936 ACCESSION NUMBER: 0001193125-06-030275 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: CHRISTOPHER A. MASTO GROUP MEMBERS: FFL EXECUTIVE PARTNERS, L.P. GROUP MEMBERS: FRIEDMAN FLEISCHER & LOWE GP, LLC GROUP MEMBERS: TULLY M. FRIEDMAN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001076769 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: 10TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94111 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: SUITE 1000 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEMPUR PEDIC INTERNATIONAL INC CENTRAL INDEX KEY: 0001206264 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 331022198 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79618 FILM NUMBER: 06607397 BUSINESS ADDRESS: STREET 1: 1713 JAGGIE FOX WAY CITY: LEXINGTON STATE: KY ZIP: 40511 BUSINESS PHONE: 859-514-4757 FORMER COMPANY: FORMER CONFORMED NAME: TWI HOLDINGS INC DATE OF NAME CHANGE: 20021119 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 2 Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Tempur-Pedic International Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

88023U 10 1

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ 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).

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CUSIP No. 88023U 10 1


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Friedman Fleischer & Lowe Capital Partners, L.P. 52-2137801
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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 5,724,840
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 5,724,840


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 5,724,840
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 6.2%
12.		Type of Reporting Person (See Instructions) PN

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CUSIP No. 88023U 10 1


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). FFL Executive Partners, L.P. 94-3365731
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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 103,563
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 103,563


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 103,563
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 0.1%
12.		Type of Reporting Person (See Instructions) PN

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CUSIP No. 88023U 10 1


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Friedman Fleischer & Lowe GP, LLC 52-2137805
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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 5,828,403
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 5,828,403


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 5,8828,403
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 6.3%
12.		Type of Reporting Person (See Instructions) OO

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CUSIP No. 88023U 10 1


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Tully M. Friedman
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5. Sole Voting Power 584,434
		6. Shared Voting Power 5,828,403
		7. Sole Dispositive Power 585,434
		8. Shared Dispositive Power 5,828,403


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 6,413,837
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 6.9%
12.		Type of Reporting Person (See Instructions) IN

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CUSIP No. 88023U 10 1


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Christopher A. Masto
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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 278,947
		6. Shared Voting Power 5,828,403
		7. Sole Dispositive Power 278,947
		8. Shared Dispositive Power 5,828,403


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 6,107,350
10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 6.6%
12.		Type of Reporting Person (See Instructions) IN

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Item 1.

(a) Name of Issuer: Tempur-Pedic International Inc.

(b) Address of Issuer’s Principal Executive Offices:

1713 Jaggie Fox Way

Lexington, KY 40511

Item 2.

(a) Name of Person Filing

This schedule is being filed on behalf of the following persons:

(i)	Friedman Fleischer & Lowe Capital Partners, LP

(ii)	FFL Executive Partners, LP

(iii)

Friedman Fleischer & Lowe GP, LLC

(iv)	Tully M. Friedman

(v)	Christopher A. Masto

(b) Address of Principal Business Office or, if none, Residence

The principal business address of the persons filing this Schedule 13G is One Maritime Plaza, Suite 1000, San Francisco, CA 94111.

(c) Citizenship

Friedman Fleischer & Lowe Capital Partners, L.P., FFL Executive Partners, L.P. and Friedman Fleischer & Lowe GP, LLC are organized under the laws of the state of Delaware. Messrs. Friedman and Masto are citizens of the United States of America.

(d) Title of Class of Securities

Common Stock

(e) CUSIP Number

88023U 10 1

Item 3.

Not applicable.

Item 4.

Ownership.


(a) Amount beneficially owned:
Friedman Fleischer & Lowe Capital Partners, L.P.		5,724,840 shares
FFL Executive Partners, L.P.		103,563 shares
Friedman Fleischer & Lowe GP, LLC		5,828,403 shares
Tully M. Friedman		6,413,837 shares
Christopher A. Masto		6,107,350 shares

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(b) Percent of class:
Friedman Fleischer & Lowe Capital Partners, L.P.		6.2%
FFL Executive Partners, L.P.		0.1%
Friedman Fleischer & Lowe GP, LLC		6.3%
Tully M. Friedman		6.9%
Christopher A. Masto		6.6%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:
Friedman Fleischer & Lowe Capital Partners, L.P.		0 shares
FFL Executive Partners, L.P.		0 shares
Friedman Fleischer & Lowe GP, LLC		0 shares
Tully M. Friedman		585,434 shares
Christopher A. Masto		278,947 shares

(ii) Shared power to vote or to direct the vote:
Friedman Fleischer & Lowe Capital Partners, L.P.		5,724,840 shares
FFL Executive Partners, L.P.		103,563 shares
Friedman Fleischer & Lowe GP, LLC		5,828,403 shares
Tully M. Friedman		5,828,403 shares
Christopher A. Masto		5,828,403 shares

(iii) Sole power to dispose or to direct the disposition of:
Friedman Fleischer & Lowe Capital Partners, L.P.		0 shares
FFL Executive Partners, L.P.		0 shares
Friedman Fleischer & Lowe GP, LLC		0 shares
Tully M. Friedman		585,434 shares
Christopher A. Masto		278,947 shares

(iv) Shared power to dispose or to direct the disposition of:
Friedman Fleischer & Lowe Capital Partners, L.P.		5,724,840 shares
FFL Executive Partners, L.P.		103,563 shares
Friedman Fleischer & Lowe GP, LLC		5,828,403 shares
Tully M. Friedman		5,828,403 shares
Christopher A. Masto		5,828,403 shares

The shares of Common Stock beneficially owned by the persons named in this Schedule 13G are directly held by Friedman Fleischer & Lowe Capital Partners, L.P. (“FFL Capital Partners”) and FFL Executive Partners, L.P. (“FFL Executive Partners” and together with FFL Capital Partners, the “FFL Funds”).

Friedman Fleischer & Lowe GP, LLC (“FFL GP”) is the General Partner of the FFL Funds. As such, FFL GP may be deemed to have the power to direct the voting and disposition of the shares owned by the FFL Funds. FFL GP disclaims beneficial ownership of any shares of Common Stock owned by the FFL Funds, except to the extent of its pecuniary interest therein.

Tully M. Friedman and Christopher A. Masto are, respectively, Senior Managing Member and Managing Member of FFL GP and have the power to vote or direct the voting of the shares held by the FFL Funds. Messrs. Friedman and Masto disclaim beneficial ownership of any shares of Common Stock owned by the FFL Funds, except to the extent of their pecuniary interest therein.

Mr. Masto’s shares are held in a revocable trust for the benefit of Mr. Masto’s children.

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Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

Not applicable.

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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.

Date: February 13, 2006

FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS, L.P.

By: Friedman Fleischer & Lowe GP, LLC, its general partner



By:		/s/ Christopher A. Masto
		Name: Christopher A. Masto
		Title: Managing Member

FFL EXECUTIVE PARTNERS, L.P.

By: Friedman Fleischer & Lowe GP, LLC, its general partner



By:		/s/ Christopher A. Masto
		Name: Christopher A. Masto
		Title: Managing Member

FRIEDMAN FLEISCHER & LOWE GP, LLC



By:		/s/ Christopher A. Masto
		Name: Christopher A. Masto
		Title: Managing Member

/s/ Tully M. Friedman

Tully M. Friedman

/s/ Christopher A. Masto

Christopher A. Masto

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EXHIBIT A

AGREEMENT REGARDING JOINT FILING

The undersigned hereby agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Common Stock of Tempur-Pedic International Inc.

Dated as of the 13th day of February, 2006.

FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS, L.P.

By: Friedman Fleischer & Lowe GP, LLC, its general partner



By		/s/ Christopher A. Masto
		Name: Christopher A. Masto
		Title: Managing Member

FFL EXECUTIVE PARTNERS, L.P.

By: Friedman Fleischer & Lowe GP, LLC, its general partner



By:		/s/ Christopher A. Masto
		Name: Christopher A. Masto
		Title: Managing Member

FRIEDMAN FLEISCHER & LOWE GP, LLC



By:		/s/ Christopher A. Masto
		Name: Christopher A. Masto
		Title: Managing Member

/s/ Tully M. Friedman

Tully M. Friedman

/s/ Christopher A. Masto

Christopher A. Masto

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