-----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, DjowoCXBpsICdv28vf5cKDdq3RPaiteZaR6M4wQAY0uYppsFwH+jMq6PesYHmOc7 pDzr8iOpdnKUwe2pzqLQqA== 0001181431-03-036443.txt : 20031217 0001181431-03-036443.hdr.sgml : 20031217 20031217213856 ACCESSION NUMBER: 0001181431-03-036443 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20031217 FILED AS OF DATE: 20031217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FFL EXECUTIVE PARTNERS LP CENTRAL INDEX KEY: 0001091344 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31922 FILM NUMBER: 031061113 BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA 10TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MASTO CHRISTOPHER A CENTRAL INDEX KEY: 0001272800 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31922 FILM NUMBER: 031061111 MAIL ADDRESS: STREET 1: C/O FREIDMAN FLEISCHER & LOWE STREET 2: ONE MARITIME PLZ 10TH PLZ CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001076769 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31922 FILM NUMBER: 031061114 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 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FRIEDMAN TULLY M CENTRAL INDEX KEY: 0000948986 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31922 FILM NUMBER: 031061112 BUSINESS ADDRESS: STREET 1: C/O MCKESSON CORP STREET 2: ONE POST ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4159838300 MAIL ADDRESS: STREET 1: C/O MCKESSON CORP STREET 2: ONE POST ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94104 3 1 rrd26029.xml FORM 3 X0201 32003-12-17 0 0001206264 TEMPUR PEDIC INTERNATIONAL INC TPX 0001076769 FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS LP c/o Friedman Fleischer & LoweOne Maritime Plaza, 10th FloorSan FranciscoCA941110011See footnote (1) 0001091344 FFL EXECUTIVE PARTNERS LP 0011See footnote (1) 0000948986 FRIEDMAN TULLY M 0011See footnote (1) 0001272800 MASTO CHRISTOPHER A C/O FREIDMAN FLEISCHER & LOWE ONE MARITIME PLZ 10TH PLZ SAN FRANCISCO CA 94111 0011See footnote (1)Series A Convertible Preferred Stock, $0.01 par value per sh2003-12-17Class B-1 Voting Common Stock47839.63DSeries A Convertible Preferred Stock, $0.01 par value per sh2003-12-17Class B-1 Voting Common Stock865.42DThese securities are preferred stock of the Issuer and do not have an expiration date.See "Notes to Footnote 3" in Exhibit 99.2.1-for-1(1) This Form 3 is also being filed on behalf of each of Tully M. Friedman and Christopher A. Masto, each of whom is a director of the Issuer. (5) Mr. Masto is Managing Member of Friedman Fleischer & Lowe GP, LLC, General Partner of Friedman Fleischer & Lowe Capital Partners, LP./s/ Christopher A. Masto (5)2003-12-17 EX-99.1 3 rrd17837_20581.htm EXHIBIT 99.1 rrd17837_20581.html
                                                                    Exhibit 99.1


                            JOINT FILER INFORMATION


This statement on Form 3 is filed by Friedman Fleischer & Lowe Capital
Partners, LP, FFL Executive Partners, LP, Tully M. Friedman and Christopher
A. Masto.

Name:                               FFL Executive Partners, LP
Address:     ;                        c/o Friedman Fleischer & Lowe
                                    One Maritime Plaza, 10th Floor
                                    San Francisco, CA 94111
Designated Filer:                   Friedman Fleischer & Lowe Capital Partners,
                              &nbs p;     LP
Issuer & Ticker Symbol:             Tempur-Pedic International Inc. [TPX]
Date of Event Requiring Statement: December 17, 2003

FFL EXECUTIVE PARTNERS, LP
By: /s/ Christopher A. Masto
   -------------------------------
Name: Christopher A. Masto
Title: Managing Member, Friedman
       Fleischer & Lowe GP, LLC
       General Partner
       FFL Executive Partners, LLP


Name:                               Tully M. Friedman
Address:                            c/o Friedman Fleischer & Lowe
                                     One Maritime Plaza, 10th Floor
                                    San Francisco, CA 94111
Designated Filer:                   Friedman Fleischer & Lowe Capital Partners,
                                    LP
Issuer & Ticker Symbol:             Tempur-Pedic International Inc. [TPX]
Date of Event Requiring Statement: December 17, 2003

/s/ Tully M. Friedman
----------------------------------
Tully M. Friedman


Name:                               Christopher A. Masto
Address:                            c/o Friedman Fleischer & Lowe
                                    One Maritime Plaza, 10th Floor
                                    San Francisco, CA 94111
Designated Filer:                   Friedman Fleischer & Lowe Capital Partners,
                                    LP
Issuer & Ticker Symbol:             Tempur-Pedic International Inc. [TPX]
Date of Event Requiring Statement: December 17, 2003

/s/ Christopher A. Masto
----------------------------------
Christopher A. Masto

EX-99.2 4 rrd17837_20582.htm EXHIBIT 99.2 rrd17837_20582.html
                                                                    Exhibit 99.2


   Notes to Footnote 3:


   The shares of Series A Convertible Preferred Stock (the "Series A Preferred
   Stock") are held by Friedman Fleischer & Lowe Capital Partners, LP and FFL
   Executive Partners, LP (collectively, the "Friedman Fleischer & Lowe Funds")
   in the amounts set forth below. The Friedman Fleischer & Lowe Funds are each
   controlled by Friedman Fleischer & Lowe GP, LLC, their general partner.
   Accordingly, Friedman Fleischer & Lowe Capital Partners, LP a nd FFL Executive
   Partners, LP may be deemed to beneficially own each other's shares of Series
   A Preferred Stock. Tully M. Friedman and Christopher A. Masto are,
   respectively, Senior Managing Member and Managing Member of Friedman
   Fleischer & Lowe GP, LLC, and may be deemed to beneficially own the shares of
   Series A Preferred Stock owned by the Friedman Fleischer & Lowe Funds. Each
   share of Series A Preferred Stock is convertible into shares of Class B-1
   Voting Common Stock on a one-for-one basis. The reporting persons disclaim
   beneficial ownership of any shares in which they do not have a pecuniary
   interest.


   Holder                               &n bsp;  Shares of Series A Preferred
                                                Stock Directly Held

   Friedman Fleischer & Lowe                        47,839.63
   Capital Partners, LP

   FFL Executive Partners, LP                         865.42

EX-24.1 5 rrd17837_20651.htm EXHIBIT 24.1 rrd17837_20651.html
                                                                    Exhibit 24.1


                               POWER OF ATTORNEY


                              (Section 16 Filings)


KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert B. Trussell, Jr., Dale E. Williams and William H. Poche,
signing singly, the undersigne d's true and lawful attorney-in-fact to:


    (1) execute for and on behalf of the undersigned, in the undersigned's
    capacity as an officer and/or director of Tempur-Pedic International Inc.
    (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
    Securities Exchange Act of 1934 and the rules thereunder;


    (2) do and perform any and all acts for and on behalf of the undersigned
    which may be necessary or desirable to complete and execute any such Form 3,
    4, or 5, complete and execute any amendment or amendments thereto, and
    timely file such form with the United States Securities and Exchange
    Commission and any stock exchange or similar authority; and \


    (3) take any other action of any type whatsoever in connection with the
    foregoing which, in the o pinion of such attorney-in-fact, may be of benefit
    to, in the best interest of, or legally required by, the undersigned, it
    being understood that the documents executed by such attorney-in-fact on
    behalf of the undersigned pursuant to this Power of Attorney shall be in
    such form and shall contain such terms and conditions as such
    attorney-in-fact may approve in such attorney-in-fact's discretion.


The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.


This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 17 day of December, 2003.


                        &n bsp;              Signature: /s/ Tully M. Friedman
                                                 -------------------------------


                                       Print Name: Tully M. Friedman
                                                 --------------- - ---------------

EX-24.2 6 rrd17837_20652.htm EXHIBIT 24.2 rrd17837_20652.html
                                                                    Exhibit 24.2


                               POWER OF ATTORNEY


                              (Section 16 Filings)


    KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert B. Trussell, Jr., Dale E. Williams and William H. Poche,
signing sin gly, the undersigned's true and lawful attorney-in-fact to:


    (1) execute for and on behalf of the undersigned, in the undersigned's
    capacity as an officer and/or director of Tempur-Pedic International Inc.
    (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
    Securities Exchange Act of 1934 and the rules thereunder;


    (2) do and perform any and all acts for and on behalf of the undersigned
    which may be necessary or desirable to complete and execute any such Form
    3, 4, or 5, complete and execute any amendment or amendments thereto, and
    timely file such form with the United States Securities and Exchange
    Commission and any stock exchange or similar authority; and


    (3) take any other action of any type whatsoever in connection with the
    f oregoing which, in the opinion of such attorney-in-fact, may be of benefit
    to, in the best interest of, or legally required by, the undersigned, it
    being understood that the documents executed by such attorney-in-fact on
    behalf of the undersigned pursuant to this Power of Attorney shall be in
    such form and shall contain such terms and conditions as such
    attorney-in-fact may approve in such attorney-in-fact's discretion.


The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact shall l awfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.


This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 17 day of December, 2003.


                   &nb sp;                   Signature: /s/ Christopher A. Masto
                                                 -------------------------------


                                     Print Name: Christopher A. Masto
                                               &nbs p; -------------------------------

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