UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number: 333-158383
Sealy Corporation
(Exact name of registrant as specified in its charter)
Sealy Drive, One Office Parkway Trinity, North Carolina 27370
(336) 861-3500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Commission File Number: 333-158383-26
Sealy Mattress Company
(Exact name of registrant as specified in its charter)
1228 Euclid Ave, 10th Floor, Cleveland, OH 44115
(216) 522-1310
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
See Schedule A for additional registrants
8% Senior Secured Third Lien Convertible Notes due 2016*
Guarantees of 8% Senior Secured Third Lien Convertible Notes due 2016**
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule 12g-4(a)(1) | ¨ | |
| Rule 12g-4(a)(2) | ¨ | |
| Rule 12h-3(b)(1)(i) | ¨ | |
| Rule 12h-3(b)(1)(ii) | ¨ | |
| Rule 15d-6 | x |
Approximate number of holders of record as of the certification or notice date: Less than 100
| * | Sealy Corporation and Sealy Mattress Company are co-issuers of the 8% Senior Secured Third Lien Convertible Notes due 2016. |
| ** | Each of the additional registrants is a registrant in respect of the Guarantees of the 8% Senior Secured Third Lien Convertible Notes due 2016. |
SCHEDULE A — ADDITIONAL REGISTRANT GUARANTORS
| Exact name of registrant as specified in its charter | Commission File Number | Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices | ||
Advanced Sleep Products | 333-158383-04 | ** | ||
Western Mattress Company | 333-158383-05 | * | ||
Sealy Components-Pads, Inc. | 333-158383-02 | * | ||
The Ohio Mattress Company Licensing and Components Group | 333-158383-12 | ** | ||
Sealy Mattress Manufacturing Company, Inc. | 333-158383-11 | ** | ||
Sealy Mattress Corporation | 333-158383-25 | * | ||
Sealy-Korea, Inc. | 333-158383-09 | * | ||
Ohio-Sealy Mattress Manufacturing Co. | 333-158383-22 | 1705 Rockdale Industrial Blvd Conyers, GA 30207 (404) 483-3810 | ||
Sealy Mattress Company of Illinois | 333-158383-19 | * | ||
A. Brandwein & Co. | 333-158383-18 | 401 Dayton Street P O Box 431 Watertown, WI 53094 (414) 261-5525 | ||
Sealy of Maryland and Virginia, Inc. | 333-158383-16 | * | ||
Ohio-Sealy Mattress Manufacturing Co. Inc. | 333-158383-23 | 1 Posturepedic Drive Randolph, MA 02368 (617) 961-1100 | ||
Mattress Holdings International LLC | 333-158383-03 | * | ||
Sealy Mattress Company of Michigan, Inc. | 333-158383-01 | * | ||
Sealy of Minnesota, Inc. | 333-158383-15 | 825 Transfer Road St. Paul, MN 55114 (612) 645-8143 | ||
Sealy Mattress Company of Kansas City, Inc. | 333-158383-21 | * | ||
Sealy Mattress Company of Albany, Inc. | 333-158383-17 | Railroad Avenue & Brown Road P O Box 5288 Albany, NY 12205 (518) 459-1651 | ||
SEALY TECHNOLOGY LLC | 333-158383-10 | * | ||
Sealy Real Estate, Inc. | 333-158383-08 | * | ||
North American Bedding Company | 333-158383-14 | ** | ||
Sealy, Inc. | 333-158383-13 | ** | ||
Sealy Mattress Company of Puerto Rico | 333-158383-24 | El Commandante industrial Cntr #1 San Marco Carolina, PR 00982 (809) 769-0295 | ||
Sealy Mattress Company of Memphis | 333-158383-20 | 4120 Air Trans Road Memphis, TN 38181 (901) 795-6460 | ||
Sealy Texas Management, Inc. | 333-158383-07 | * | ||
Sealy Mattress Co. of S.W. Virginia | 333-158383-06 | ** | ||
| * | The address, including zip code, and telephone number, including area code, of this additional registrant’s principal executive office is: c/o Sealy Corporation, Sealy Drive, One Office Parkway Trinity, North Carolina 27370, (336) 861-3500. |
| ** | The address, including zip code, and telephone number, including area code, of this additional registrant’s principal executive office is: 1228 Euclid Ave, 10th Floor, Cleveland, OH 44115, (216) 522-1310. |
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
Date: April 2, 2013
Co-Issuers
SEALY MATTRESS COMPANY | ||||
| By: | /s/ Michael Q. Murray | |||
| Name: | Michael Q. Murray | |||
| Title: | Senior Vice President and Secretary | |||
SEALY CORPORATION | ||||
| By: | /s/ Michael Q. Murray | |||
| Name: | Michael Q. Murray | |||
| Title: | Senior Vice President and Secretary | |||
Guarantors
ADVANCED SLEEP PRODUCTS WESTERN MATTRESS COMPANY SEALY COMPONENTS-PADS, INC. THE OHIO MATTRESS COMPANY LICENSING AND COMPONENTS GROUP SEALY MATTRESS MANUFACTURING COMPANY, INC. SEALY MATTRESS CORPORATION SEALY-KOREA, INC. OHIO-SEALY MATTRESS MANUFACTURING CO. SEALY MATTRESS COMPANY OF ILLINOIS A. BRANDWEIN & CO. SEALY OF MARYLAND AND VIRGINIA, INC. OHIO-SEALY MATTRESS MANUFACTURING CO. INC. MATTRESS HOLDINGS INTERNATIONAL LLC SEALY MATTRESS COMPANY OF MICHIGAN, INC. SEALY OF MINNESOTA, INC. SEALY MATTRESS COMPANY OF KANSAS CITY, INC. SEALY MATTRESS COMPANY OF ALBANY, INC. SEALY TECHNOLOGY LLC SEALY REAL ESTATE, INC. NORTH AMERICAN BEDDING COMPANY SEALY, INC. SEALY MATTRESS COMPANY OF PUERTO RICO SEALY MATTRESS COMPANY OF MEMPHIS SEALY TEXAS MANAGEMENT, INC. SEALY MATTRESS CO. OF S.W. VIRGINIA | ||||
| By: | /s/ Michael Q. Murray | |||
| Name: | Michael Q. Murray | |||
| Title: | Senior Vice President and Secretary | |||
Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934. The registrant shall file with the Commission three copies of Form 15, one of which shall be manually signed. It may be signed by an officer of the registrant, by counsel or by any other duly authorized person. The name and title of the person signing the form shall be typed or printed under the signature.