SecProbe.io

CORRESP
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filename1.htm

[LETTERHEAD OF SIMPSON THACHER &
BARTLETT LLP]

August 12,
2005

VIA FEDEX AND
EDGAR

Re:               Sealy Corporation

Registration Statement on Form S-1

File No. 333-126280

Andrew P. Schoeffler, Esq.

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Mr. Schoeffler:

On
behalf of Sealy Corporation (the “Company”), we hereby transmit via EDGAR for
filing with the Securities and Exchange Commission Pre-Effective Amendment No. 1
(“Amendment No. 1”) to the above-referenced Registration Statement
relating to the offering of shares of its common stock, par value $0.01 per
share, marked to show changes from the Registration Statement as filed on June 30,
2005.  The Registration Statement has
been revised in response to the Staff’s comments and to reflect certain other
changes.

In
addition, we are providing the following responses to your comment letter,
dated July 29, 2005, regarding the Registration Statement.  To assist your review, we have retyped the text
of the Staff’s comments in italics below.
Please note that all references to page numbers in our responses
refer to the page numbers of Amendment No. 1.  The responses and information described below
are based upon information provided to us by the Company.

General

1.                                       Please be advised that we may
have additional comments on your registration statement after you file a
pre-effective amendment containing pricing-related information. Since this
information affects a number of disclosure items, you should allow a reasonable
time for our review prior to requesting acceleration. In the course of our
review we may raise issues relating to matters we had not previously commented
upon. In addition, please be advised that you may not circulate copies of your
prospectus until you have included an estimated price range and all other
information required by the federal securities laws, except information you may
exclude in reliance upon Rule 430A of Regulation C.

The Company
respectfully acknowledges the Staff’s comment.

2.                                       Please provide us with copies of
any artwork or other graphics you intend to use in your prospectus. Please be
advised that we may have comments and you may want to consider waiting for our
comments before printing and circulating these materials.

In response to
the Staff’s comment, the Company respectfully advises the Staff that it will
provide to the Staff on a supplemental basis copies of the artwork or other
graphics that it intends to use in its prospectus as soon as such materials become
available.

3.                                       In the forepart of your
registration statement, please discuss in reasonable detail each of the
following matters:

•                  The KKR acquisition of your company, including (i) the parties to
the acquisition and their relationship to your company, (ii) the amount
and nature of the consideration, (iii) the reasons for the acquisition, (iv) the
sources of the funds used to finance the acquisition, (v) the changes to
your company’s operations and financial condition resulting from the
acquisition, (vi) the tax consequences of the acquisition and (vii) the
continuity of your company’s management after the acquisition.

•                  The reasons that your company is planning a public offering after being
taken private in July 2004. The discussion should address the material
considerations that led to the decision to take your company private as well as
the material considerations in deciding to engage in this offering.

•                  The manner in which this offering will benefit KKR and the other
security holders, including members of management, that participated in the KKR
acquisition. The benefits should be quantified to the extent practicable by
each principal category of benefit. For example, what is the estimated value of
the securities to be sold in this offering or retained in comparison to the
value of those securities in the KKR acquisition?

In response to
the Staff’s comment, the Company has revised the disclosure on pages 5-7
of Amendment No. 1.

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Market and Industry Data, page ii

4.                                       Please relocate this section to
a more appropriate location in your prospectus as the prospectus summary should
immediately follow your prospectus cover page or the table of contents, as
applicable.

In response to
the Staff’s comment, the Company has relocated the first paragraph of this section to
page 1 of Amendment No. 1 and the second paragraph of this section to
page 72 of Amendment No. 1.

Summary, page 1

5.                                       Please revise to include a more
balanced description of your business. For example, please disclose your
leveraged position.

In response to
the Staff’s comment, the Company has revised the disclosure on page 5 of
Amendment No. 1, including disclosure relating to the Company’s leveraged
position.

6.                                       The disclosure set forth in this section is
very detailed and lengthy and provides too much information for summary
disclosure. In this regard, we note that your disclosure includes detailed
descriptions of your business, competitive strengths and growth strategy that
are substantially similar to disclosures included in your Business section.
This detailed information is better suited for the body of your prospectus.
Your summary section should provide a brief overview of the most important
aspects of your business and this offering. If you believe some of the
disclosure is necessary, reduce the disclosure to a bullet point presentation,
with one sentence per bullet point. Please revise accordingly.

In response to
the Staff’s comment, the Company has revised the disclosure in the “Summary” section to
remove overly detailed information.  The
Company believes that, as revised, the length of the prospectus summary is
substantially comparable to that for summaries contained in recent prospectuses
for other registrants (see, for example, Accuride Corporation (File No. 333-121944);
PanAmSat Holding Corporation (File No. 333-121463); and Warner Music Group
Corp. (File No. 333-123249)).

7.                                       Please delete the second
introductory paragraph as this information is clear from the context. In addition,
please use a single term throughout your prospectus for references to your
subsidiary. Finally, please avoid the use of any defined terms for which the
meaning is not clear from the context as investors should not have to learn a
new vocabulary, See, for example and without limitation, the defined terms “SMC”
and “ISPA.”

In response to the Staff’s comment, the
Company has deleted the second introductory paragraph and has revised
disclosure throughout Amendment No. 1 to eliminate the usage of defined
terms, including “ISPA” and “SMC”.  The
Company respectfully notes to the Staff that the terms “Sealy Mattress Company”
(formerly defined as “SMC”) and “Sealy Mattress Corporation” refer to two
separate legal entities: Sealy Mattress Corporation is the sole direct
subsidiary of the registrant and Sealy Mattress Company is the sole direct
subsidiary of Sealy Mattress Corporation.
In response to the Staff’s

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comment, the Company has revised its
disclosure on pages 5 and 6 and elsewhere to clarify this organizational
structure.

8.                                       Please disclose the basis for all
of your assertions about your industry or competitive position within your
industry. For example, in the first paragraph on page 3 you state that “[t]hese
factors help to create compelling economics for customers as returns on
investment are superior to many other home furnishing categories.” If you
funded or were otherwise affiliated with any of the studies or reports you
cite, please disclose this. Otherwise, please confirm that these sources are
widely available to the public. If sources are not publicly available, either
file consents, or explain why you are not required to do so under Rule 436
of Regulation C and Section 7 of the Securities Act. If you do not have
appropriate independent support for a statement, please revise the language to
make clear that this is your belief based on your experience in the industry,
if true. This comment is also applicable to any unsupported claims in the Business
section of the filing. We may have additional comments after we review
your response.

In response to
the Staff’s comment, the Company has revised the disclosure throughout the “Business”
section to include the basis for the assertions relating to the Company’s
industry or its competitive position within its industry or that such
assertions are based on the Company’s belief.
In addition, the Company has revised the disclosure in the “Summary” section in
certain instances in order to disclose the basis for such assertions or that
such assertions are based on the Company’s belief.  The Company has also relocated the paragraph
relating to the sources of market and industry data on page ii to the
second introductory paragraph of the “Summary” section.  However, the Company respectfully submits to
the Staff that duplicating all of the assertion bases contained in the “Business”
section into the “Summary” section would impair that section’s
readability and unnecessarily increase its length.

The Company
respectfully advises the Staff that the reports and studies cited in the
Registration Statement are available to subscribers to these reporting services
and were not prepared specifically for this filing.  The Company did not fund and is not otherwise
affiliated with any of the studies or reports cited.   In addition, the information was not
prepared or certified for use in connection with the Registration Statement,
nor have any of these sources certified any portion of the Registration
Statement.  Accordingly, the Company
respectfully submits that it is not required to file a consent under Rule 436
of Regulation C or Section 7 of the Securities Act.

9.                                       Please revise your summary and elsewhere throughout
your prospectus to comply with plain English principles. For example, you
should refrain from using embedded lists of information. Please break the
information into separate paragraphs or use a bullet point list. You should
also use one or more descriptive subheadings to indicate the nature of the
information that follows.

In response to
the Staff’s comment, the Company has revised the disclosure in the “Summary” section and
throughout Amendment No. 1.

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The Offering, page 7

10.                                 Please quantify the portion of the
proceeds of this offering that will be received by insiders, including KKR and
other affiliates. In addition, please identify the number of directors
affiliated with the insiders and disclose whether they voted to approve this
offering.

In response to
the Staff’s comment, the Company has revised the disclosure on page 7 of
Amendment No. 1.

General Information About This Prospectus, page 8

11.                                 Please revise this section to
eliminate terms and phrases that do little more than market KKR and its
business, including terms such as “one of the oldest and most experienced
private equity firms.”

In response to
the Staff’s comment, the Company has deleted this disclosure on page 7 of
Amendment No. 1 and included modified disclosure on page 86 of
Amendment No. 1.  The Company
believes that, as revised, the location and substance of this disclosure is
substantially comparable to that contained in recent prospectuses for other
registrants (see, for example, Rockwood Holdings, Inc. (File No. 333-122764)
and PanAmSat Holding Corporation (File No. 333-121463)).

Risk Factors, page 13

12.                                 Please delete the first and third
sentences of the second introductory paragraph to this section. You must
disclose all risks you believe are material at this time.

In response to
the Staff’s comment, the Company has deleted the first and third sentences of
the second introductory paragraph to the Risk Factors section on page 13.

13.                                 The subheadings in this section should
clearly and succinctly convey the actual risk to an investor and not merely
state a fact about your business or describe a generic effect on your company.
Please carefully review each subheading with this comment in mind and make
revisions as appropriate. See, for example and without limitation, risk factors
one, two, four, six, seven, 14, 16, 17, 27 and 29.

In response to
the Staff’s comment, the Company has revised the following subheadings in the
Risk Factors section (numbering based upon location in Amendment No. 1):  risk factors 1, 2, 4, 5, 6, 7, 13, 15, 24, 25
and 27.  In addition, as noted in the
Company’s response to comment 16, prior risk factor 17 (product liability) has
been deleted.

14.                                 To the extent possible, please
avoid the generic conclusion you make in certain of your risk factors that the
risk discussed could adversely affect your business, financial condition and / or results of operations. See, for
example and without limitation, risk factors one, four, five, seven, eight,
nine, 10, 14, 15, 17, 18 and 28. Instead, replace the language with specific
disclosure of how your business, results of operations and / or financial condition would be
affected.

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In response to
the Staff’s comment, the Company has revised the following risk factors to
avoid a generic conclusion (numbering based upon location in Amendment No. 1):  risk factors 1, 2, 4, 5, 6, 7, 8, 9, 13, 14,
15, 16 and 26.  In addition, as noted in
the Company’s response to comment 16, prior risk factors five (integration of
potential acquisitions) and 17 (product liability) have been deleted.

15.                                 Please revise your risk factors
to remove the phrases “we cannot assure,” “we cannot provide assurance” and “there
can be no assurance.” The actual risk is that the event will occur, not your
inability to prevent it. See, for example and without limitation, risk factors
six, nine, 14, 16, 17 and, 18.

In response to
the Staff’s comment, the Company has revised the following risk factors to
remove the phrases noted above (numbering based upon location in Amendment No. 1):
risk factors 5, 8, 13, 15 and 16.  In
addition, as noted in the Company’s response to comment 16, prior risk factor
17 (product liability) has been deleted.

16.                                 Item 503(c) of Regulation
S-K states that issuers should not “present risk factors that could apply to
any issuer or any offering.” Certain of your risk factors could apply to most
issuers. See, for example and without limitation, risk factors
five, eight, nine,
17, 22, 23 and 28. Please explain how these risk factors specifically apply to
your company and/or this offering or delete them.

In response to
the Staff’s comment, the Company has deleted former risk factors five
(integration of potential acquisitions), 17 (product liability) and 23
(securities litigation) and has revised the following risk factors to indicate
how they specifically apply to the Company:
risk factors 7, 8 and 26.

17.                                 In those risk factors where you
disclose a risk related to liabilities or compliance costs, please revise to
quantify your exposure, to the extent practicable. See, for example and without
limitation, risk factors eight, 14, 15, 16 and 17.

In response to
the Staff’s comment, the Company has revised the disclosure in risk factor 15
to quantify potential exposure.  In
addition, as previously noted, prior risk factor 17 has been deleted.  With respect to the remaining risk factors
noted above, the Company respectfully submits that quantification