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CUSIP NO. 812139301 Page 4 of 7
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This Amendment No. 2 to Schedule 13D relates to the Common Stock,
par value of $0.01 per share (the "Common Stock") of Sealy Corporation, a
Delaware corporation (the "Issuer"), which has its principal executive office
at Sealy Drive, One Office Parkway, Trinity, North Carolina 27370. This
Amendment No. 2 amends and supplements, as set forth below, the initial
Schedule 13D, filed January 9, 2012, and the Amendment No. 1 to Schedule 13D,
filed February 14, 2012, filed by BART Partners, LLC, relating to the Common
Stock (collectively, the "Schedule 13D").
This Amendment No. 2 constitutes an "exit" filing with respect to the
Schedule 13D by BART Partners, LLC but not as to FPR Partners, LLC. BART
Partners, LLC has delegated its authority as the Reporting Person with respect
to the Common Stock to FPR Partners, LLC.
Item 2. Identity and Background
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This Schedule 13D is being filed jointly on behalf of FPR
Partners, LLC and BART Partners, LLC (each a "Reporting Person"). The
agreement among the Reporting Persons relating to the joint filing of this
Schedule 13D is attached as Exhibit 2 hereto.
Each Reporting Person is a limited liability company organized
under the laws of the State of Delaware. The principal business of each
Reporting Person is that of investment management. The address of the
principal office of each Reporting Person is 199 Fremont Street, Suite 2500,
San Francisco, CA 94105-2261
During the last five years, the Reporting Persons have not (i) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
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The source of funds used to purchase the securities of the Issuer
reported herein was the working capital of certain advisory clients of the
Reporting Persons. No borrowed funds were used to purchase the Common Stock,
other than any borrowed funds used for working capital purposes in the
ordinary course of business.
Item 4. Purpose of Transaction
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The securities of the Issuer as to which this schedule is filed were
acquired for investment purposes, and such purchases have been made in the
ordinary course of business.
In pursuing such investment purposes, the Reporting Persons may further
purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at
times, and in such manner, as they deem advisable to benefit from changes in
market prices of such Common Stock, changes in the Issuer's operations,
business strategy or prospects, or from sale or merger of the Issuer. To
evaluate such alternatives, the Reporting Persons will routinely monitor the
Issuer's operations, prospects, business development, management, competitive
and strategic matters, capital structure, and prevailing market conditions,
as well as alternative investment opportunities, liquidity requirements of
the Reporting Persons and other investment considerations. Consistent with
its investment research methods and evaluation criteria, the Reporting Persons
may discuss such matters with management or directors of the Issuer,
other shareholders, industry analysts, existing or potential strategic
partners or competitors, investment and financing professionals, sources of
credit and other investors. Such factors and discussions may materially
affect, and result in, the Reporting Person's modifying their ownership of
Common Stock, exchanging information with the Issuer pursuant to appropriate
confidentiality or similar agreements, proposing changes in the Issuer's
operations, governance or capitalization, or in proposing one or more of the
other actions described in subsections (a) through (j) of Item 4 of Schedule
13D.
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