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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): February 10, 1997
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Sealy Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-8738 36-3284147
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
520 Pike Street Seattle, Washington 98101
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (206) 625-1233
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
(a) On February 7, 1997, the Board of Directors of the Company declared
a special contingent cash dividend, payable to holders of record as of the close
of business (E.S.T.) on February 27, 1997 of Class A Common Stock and Class B
Common Stock of the Company and, on an as-if-exercised basis, to the holders on
such date of the warrants issued under the warrant agreement dated as of August
1, 1989 (as amended), in an amount equal to either $3.31 per share or a
per-share amount equal to $100 million divided by the number of shares
outstanding as of the record date, whichever is the lesser. The payment of the
dividend is contingent upon the following three conditions: (1) the Company
consummating a new senior financing facility allowing for the payment of the
dividend on or before June 30, 1997 on terms acceptable to the Company; (2) the
Company receiving a sufficient number of consents, which shall not have been
timely revoked, from the registered holders of the Company's 9 1/2% Senior
Subordinated Notes due 2003 (the "Notes") to waive and amend certain provisions
of the indenture governing the Notes (the "Indenture") so as to permit payment
of the dividend (the "Requisite Consents"); and (3) the execution by Sealy and
the Trustee under the Indenture of a Supplemental Indenture following receipt of
the Requisite Consents allowing for payment of the Dividend. A press release
announcing the aforementioned declaration of the dividend was issued by the
Company on February 10, 1997 and is filed as Exhibit 99.1 to this Report.
(b) On February 21, 1997, the Company received a sufficient number of
consents of the registered holders of the Company's 9 1/2% Senior Subordinated
Notes due 2003 to waive and amend certain provisions of the Indenture governing
such Notes so as to permit payment of the dividend and executed a Supplemental
Indenture to so provide. A press release announcing the receipt of the Requisite
Consents was issued by the Company on February 21, 1997 and is filed as Exhibit
99.2 to this Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
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Exhibit No.
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99.1 Press Release of the Company dated February 10, 1997
99.2 Press Release of the Company dated February 21, 1997
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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.
SEALY CORPORATION
By: /s/ Thomas M. Forman
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Thomas M. Forman
Vice President and General Counsel
Date: 2/24/97
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EXHIBIT 99.1
[LOGO SEALY] [LOGO S&F]
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SEALY, INC.
1228 Euclid Avenue - 10th Floor - Cleveland, Ohio 44115-1886 - 216/522-1310 -
Fax 216/522-1366 or 216/522-0602
FOR IMMEDIATE RELEASE FOR INFORMATION, CONTACT:
Ron Stolle
Vice President and Treasurer
216/522-1310, ext. 2690
SEALY BOARD DECLARES DIVIDEND
CLEVELAND, OHIO, FEBRUARY 10, 1997 - Sealy Corporation announced that the
Company's Board of Directors has declared a special cash dividend. The
dividend will be payable in equal per share amounts to the holders of record as
of the close of business on February 27, 1997 (Eastern Standard Time), of the
Class A Common Stock and Class B Common Stock of the Company, and, on an
as-if-exercised basis, to the holders as of such date of the warrants issued
under a Warrant Agreement dated as of August 1, 1989, as amended, between the
Company and KeyBank, N.A., as successor Warrant Agent.
The amount of the dividend will be either $3.31 per share, or a per share
amount equal to $100 million divided by the number of shares outstanding as of
the record date, whichever is lesser.
Payment of the dividend is contingent upon three conditions:
- Sealy entering into a new senior secured bank financing
facility (with terms acceptable to management), prior to
June 30, 1997, to provide for up to $275 million in revolving
credit borrowings.
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SEALY BOARD DECLARES DIVIDEND -- PG. 2
- the Company receiving a sufficient number of consents, of the
registered holders of the Company's 9-1/2% Senior Subordinated
Notes due 2003, to waive and amend those Notes and related
Indenture so as to permit the dividend payment.
- Sealy executing a Supplemental Indenture allowing for the
dividend payment after requisite consents are received.
Once the dividend conditions have been satisfied, the dividend is to be paid on
the first business day on which it is practicable. The payment will be funded
from the Company's revolving line of credit.
Sealy Corporation is the largest manufacturer of bedding in North America.
Through its subsidiaries, Sealy operates in the United States, Canada, Puerto
Rico and Mexico, and has licensees worldwide. The Company produces and sells
a complete line of mattresses and box springs, including those under the Sealy
(R), Sealy Posturepedic(R), Sealy Posturepedic Crown Jewel(R) and Stearns &
Foster(R) brand names.
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EXHIBIT 99.2
[SEALY LOGO] [S&F]
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SEALY, INC.
1228 Euclid Avenue - 10th Floor - Cleveland, Ohio 44115-1886 - 216/522-1310 -
Fax 216/522-1366 or 216/522-0602
FOR IMMEDIATE RELEASE FOR INFORMATION, CONTACT
Ron Stolle at Sealy, Inc.
Vice President and Treasurer
216/522-1310, ext. 2690
SEALY RECEIVES WRITTEN CONSENTS FROM NOTEHOLDER MAJORITY
CLEVELAND, FEBRUARY 21, 1997 -- Sealy Corporation, the largest manufacturer of
bedding in North America, announced it has successfully consummated its consent
solicitation and has executed the related Supplemental Indenture to its 9-1/2%
Senior Subordinated Notes due 2003. The solicitation relates to proposed
consents, waivers and amendments which are described in the Consent
Solicitation Statement dated January 24, 1997, and as amended on February 10
and 14, 1997.
Having now obtained the consent of a requisite majority of registered holders
(in aggregate principal amount) Sealy will increase the applicable coupon rate
on the Notes to 10-1/4% and will make consent payments to all qualifying
registered holders who provided their properly completed consents to the
Company prior to 5:00 p.m. (Eastern Standard Time) today. The payments will
total $4,000,000 and will be divided pro rata among qualified consenting
holders.
The Company expects to fund those consent payments to Mellon Bank, F.S.B., as
Depositary on or about February 28, 1997, immediately after it has entered into
a new senior secured bank facility which will provide for up to $275 million in
revolving credit, and prior to the payment of a special dividend of $100
million to qualifying equity holders of the Company.
Any registered noteholders who have not yet submitted their consents have until
5:00 p.m. (Eastern Standard Time) today to do so and still participate in the
distribution of consent payment funds.
(more)
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SEALY RECEIVES REQUISITE NOTEHOLDER CONSENTS/ P.2
Consents are to be forwarded to the Depositary, Mellon Bank, F.S.B., for
tallying by facsimile at 216/344-0579 or by mail to 1660 West 2nd Street, Suite
920, Cleveland, Ohio 44113. Requests for Consent Solicitation Documents,
including Amendment No. 1 and Amendment No. 2 to the Consent Solicitation
Statement or Consent forms, should be directed to MacKenzie Partners, Inc.,
Information Agent for the Solicitation, at 800/322-2885 or 212/929-5500
(collect). Requests for information regarding the terms of the Solicitation
should be directed to NationsBanc Capital Markets, Inc., the Solicitation
Agent, at 800/310-9413.
Sealy Corporation is the largest manufacturer of bedding in North America.
Through its subsidiaries, Sealy operates in the United States, Canada, Puerto
Rico and Mexico, and has licensees worldwide. The Company produces and sells a
complete line of mattresses and box springs, including those under the
Sealy(R), Sealy Posturepedic(R), Sealy Posturepedic Crown Jewel(R) and Stearns
& Foster(R) brand names.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY. THE CONSENT SOLICITATION
IS BEING CONDUCTED ONLY PURSUANT TO THE OFFICIAL CONSENT SOLICITATION STATEMENT
AND RELATED DOCUMENTS, AS AMENDED.
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