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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 17, 1998
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SIMMONS COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 333-04841 06-1007444
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(State or other jurisdiction (Commission (I.R.S. Employer
Of incorporation) File Number) Identification No.)
One Concourse Parkway, Suite 600 Atlanta, Georgia 30328
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 512-7700
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On July 17, 1998, Simmons Company (the "Company") announced that an
affiliate of Fenway Partners, Inc., a New York-based private investment firm
("Fenway"), has signed a definitive acquisition agreement to acquire Simmons
Holdings, Inc., the Company's parent ("Holdings"), from its existing
stockholders for approximately $500 million including the retirement of
substantially all of the Company's outstanding indebtedness (including without
limitation the retirement of all of the Company's outstanding 10.75% Series A
Senior Subordinated Notes due 2006). Upon completion of the acquisition, an
investment fund managed by Fenway will own approximately 71% of Holdings and the
Company's management, employees, Employee Stock Ownership Plan and other
existing Holdings' stockholders will own approximately 29% of Holdings. The
definitive agreement contains customary closing conditions including Fenway's
ability to secure financing on the terms and conditions set forth in commitment
letters supplied by Fenway's third party financing sources. Although no
assurances can be given as to when or if the acquisition will be completed, it
is currently expected that the acquisition will be completed on or around
September 30, 1998.
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SIGNATURES
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.
SIMMONS COMPANY
Date: July 30, 1998 By: /s/ Zenon S. Nie
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Zenon S. Nie
Chairman of the Board of Directors,
Chief Executive Officer and Director
(Principal Executive Officer)
