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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Tempur-Pedic International, Inc.
(Name of Issuer)
Common Stock Par Value $.01
(Title of Class of Securities)
| 88023U 10 1 (CUSIP Number) |
12/31/03
(Date of Event Which Requires Filing of this Statement)
This schedule is being filed pursuant to Rule 13d-1 (d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1
| CUSIP No. | 88023U 10 1 | 13G | Page 2 | |||
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of above person
TA IX L.P. 04-3520503 TA/Advent VIII L.P. 04-3334380 TA/Atlantic and Pacific IV L.P. 04-3465628 TA Strategic Partners Fund A L.P. 01-0682418 TA Strategic Partners Fund B L.P. 01-0682422 TA Subordinated Debt Fund L.P. 04-3506994 TA Investors LLC 04-3395404 |
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| 2. | Check the Box if a Member of a Group* (a) x (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
TA IX L.P. Delaware TA/Advent VIII L.P. Delaware TA/Atlantic and Pacific IV L.P. Delaware TA Strategic Partners Fund A L.P. Delaware TA Strategic Partners Fund B L.P. Delaware TA Subordinated Debt Fund L.P. Delaware TA Investors LLC Delaware |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
TA IX L.P. 25,949,982 TA/Advent VIII L.P. 6,440,662 TA/Atlantic and Pacific IV L.P. 6,487,506 TA Strategic Partners Fund A L.P. 531,313 TA Strategic Partners Fund B L.P. 95,363 TA Subordinated Debt Fund L.P. 2,502,365 TA Investors LLC 697,828 6. Shared Voting Power
N/A 7. Sole Dispositive Power
TA IX L.P. 25,949,982 TA/Advent VIII L.P. 6,440,662 TA/Atlantic and Pacific IV L.P. 6,487,506 TA Strategic Partners Fund A L.P. 531,313 TA Strategic Partners Fund B L.P. 95,363 TA Subordinated Debt Fund L.P. 2,502,365 TA Investors LLC 697,828 8. Shared Dispositive Power
N/A | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
TA IX L.P. 25,949,982 TA/Advent VIII L.P. 6,440,662 TA/Atlantic and Pacific IV L.P. 6,487,506 TA Strategic Partners Fund A L.P. 531,313 TA Strategic Partners Fund B L.P. 95,363 TA Subordinated Debt Fund L.P. 2,502,365 TA Investors LLC 697,828 |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
¨ |
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| 11. | Percent of Class Represented by Amount in Row 9
TA IX L.P. 26.68% TA/Advent VIII L.P. 6.62% TA/Atlantic and Pacific IV L.P. 6.67% TA Strategic Partners Fund A L.P. 0.55% TA Strategic Partners Fund B L.P. 0.10% TA Subordinated Debt Fund L.P. 2.57% TA Investors LLC 0.72% |
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| 12. | Type of Reporting Person
Each entity is a Partnership |
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SEE INSTRUCTION BEFORE FILLING OUT!
| Attachment to Form 13G | Page 3 |
Item 1 (a) Name of Issuer: Tempur-Pedic International, Inc.
Item 1 (b) Address of Issuer’s Principal Executive Offices:
| 1713 Jaggie Fox Way | |||||
| Lexington, Kentucky 40511 | |||||
| Item 2 (a) Name of Person Filing: | |||||
| TA IX L.P. | |||||
| TA/Advent VIII L.P | |||||
| TA/Atlantic and Pacific IV L.P. | |||||
| TA Strategic Partners Fund A L.P. | |||||
| TA Strategic Partners Fund B L.P. | |||||
| TA Subordinated Debt Fund L.P. | |||||
| TA Investors LLC | |||||
| Item 2 (b) Address of Principal Business Office: | |||||
| c/o TA Associates | |||||
| 125 High Street, Suite 2500 | |||||
| Boston, MA 02110 | |||||
| Item 2 (c) Citizenship: Not Applicable | |||||
| Item 2 (d) Title and Class of Securities: Common | |||||
| Item 2 (e) CUSIP Number: 88023U 10 1 | |||||
| Item 3 | If this statement is filed pursuant to Rules 13d-1 (b) or 13d-2 (b), check whether the person filing is a:
Not Applicable |
| |||
| Item 4 | Ownership | ||||
| Item 4 (a) |
Amount Beneficially Owned: | Common Stock | |||
| TA IX L.P. | 25,949,982 | ||||
| TA/Advent VIII L.P | 6,440,662 | ||||
| TA/Atlantic and Pacific IV L.P. | 6,487,506 | ||||
| TA Strategic Partners Fund A L.P. | 531,313 | ||||
| TA Strategic Partners Fund B L.P. TA Subordinated Debt Fund L.P. TA Investors LLC |
95,363 2,502,365 697,828 |
| |||
| Item 4 (b) | Percent of Class | Percentage | |||
| TA IX L.P. | 26.68 | % | |||
| TA/Advent VIII L.P | 6.62 | % | |||
| TA/Atlantic and Pacific IV L.P. | 6.67 | % | |||
| TA Strategic Partners Fund A L.P. | 0.55 | % | |||
| TA Strategic Partners Fund B L.P. TA Subordinated Debt Fund L.P. TA Investors LLC |
0.10 2.57 0.72 |
% % % | |||
| Item 4 (c) | Number of shares as to which such person has: | ||||
| (i) sole power to vote or direct the vote: | Common Stock | ||||
| TA IX L.P. | 25,949,982 | ||||
| TA/Advent VIII L.P | 6,440,662 | ||||
| TA/Atlantic and Pacific IV L.P. | 6,487,506 | ||||
| TA Strategic Partners Fund A L.P. | 531,313 | ||||
| TA Strategic Partners Fund B L.P. TA Subordinated Debt Fund L.P. TA Investors LLC |
95,363 2,502,365 697,828 |
| |||
| (ii) shared power to vote or direct the vote: | N/A | ||||
| (iii) sole power to dispose or direct the disposition: | Common Stock | ||||
| TA IX L.P. | 25,949,982 | ||||
| TA/Advent VIII L.P | 6,440,662 | ||||
| TA/Atlantic and Pacific IV L.P. | 6,487,506 | ||||
| TA Strategic Partners Fund A L.P. | 531,313 | ||||
| TA Strategic Partners Fund B L.P. | 95,363 | ||||
| TA Subordinated Debt Fund L.P. | 2,502,365 | ||||
| TA Investors LLC | 697,828 | ||||
| (iv) shared power to dispose or direct the disposition | N/A | ||||
| Page 4 |
| Item 5 |
Ownership of Five Percent or Less of a Class:
Not Applicable |
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| Item 6 |
Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable |
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| Item 7 |
Identification and Classification of the subsidiary that acquired the Security being reported on by the Parent Holding Company:
Not Applicable |
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| Item 8 |
Identification and Classification of Members of the Group:
This schedule 13G is filed pursuant to Rule 13d-1 (d). For the agreement of the TA group members to a joint filing, see below. |
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| Item 9 |
Notice of Dissolution of Group:
Not Applicable |
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| Item 10 |
Certification:
Not Applicable |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Agreement for Joint Filing
TA IX L.P., TA/Advent VIII L.P., TA/Atlantic and Pacific IV L.P., TA Strategic Partners Fund A L.P., TA Strategic Partners Fund B L.P., TA Subordinated Debt Fund L.P. and TA Investors LLC, hereby agree that TA Associates shall file with the Securities and Exchange Commission a joint schedule 13G on behalf of the above-named parties concerning their beneficial ownership of Tempur-Pedic International, Inc.
| Dated: | February 13, 2004 |
| TA IX L.P. | ||
| By: | TA Associates IX LLC., its General Partner | |
| By: | TA Associates, Inc. its Manager | |
| By: | /s/ THOMAS P. ALBER | |
| Thomas P. Alber, Chief Financial Officer | ||
| TA/Advent VIII L.P. | ||
| By: | TA Associates VIII LLC, its General Partner | |
| By: | TA Associates, Inc. its Manager | |
| By: | /s/ THOMAS P. ALBER | |
| Thomas P. Alber, Chief Financial Officer | ||
| TA/Atlantic and Pacific IV L.P. | ||
| By: | TA Associates AP IV L.P., its General Partner | |
| By: | TA Associates, Inc. its General Partner | |
| By: | /s/ THOMAS P. ALBER | |
| Thomas P. Alber, Chief Financial Officer | ||
| TA Strategic Partners Fund A L.P. | ||
| By: | TA Associates SPF L.P., its General Partner | |
| By: | TA Associates, Inc. its General Partner | |
| By: | /s/ THOMAS P. ALBER | |
| Thomas P. Alber, Chief Financial Officer | ||
| TA Strategic Partners Fund B L.P. | ||
| By: | TA Associates SPF L.P., its General Partner | |
| By: | TA Associates, Inc. its General Partner | |
| By: | /s/ THOMAS P. ALBER | |
| Thomas P. Alber, Chief Financial Officer | ||
| TA Subordinated Debt Fund L.P. | ||
| By: | TA Associates SDF LLC., its General Partner | |
| By: | TA Associates, Inc. its Manager | |
| By: | /s/ THOMAS P. ALBER | |
| Thomas P. Alber, Chief Financial Officer | ||
| TA Investors LLC | ||
| By: | TA Associates, Inc., its Manager | |
| By: | /s/ THOMAS P. ALBER | |
| Thomas P. Alber, Chief Financial Officer | ||