SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
DOYLE FRANCIS A

(Last) (First) (Middle)
C/O CONNELL LIMITED PARTNERSHIP
ONE INTERNATIONAL PLACE

(Street)
BOSTON MA 02110

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/17/2003
3. Issuer Name and Ticker or Trading Symbol
TEMPUR PEDIC INTERNATIONAL INC [ TPX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B-1 Voting Common Stock, $0.01 par value per share 100 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) (1) 03/26/2013 Class B-1 Voting Common Stock 300 1,000 D
Stock Options (right to buy) (2) 08/13/2013 Class B-1 Voting Common Stock 32.37 1,500 D
Explanation of Responses:
1. These options vest and become exercisable in a series of installments. The first installment, which consisted of 25% of the original aggregate number of options granted, vested on July 28, 2003. The remaining options vest and become exercisable in a series of twelve successive equal quarterly installments, with the first remaining installment to become exercisable on June 26, 2004.
2. These options vest and become exercisable in a series of installments. 25% of the outstanding options will vest and become exercisable on August 13, 2004. The remaining options vest and become exercisable in a series of twelve successive equal quarterly installments.
/s Francis A. Doyle 12/16/2003
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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                                                                    Exhibit 24.1


                               POWER OF ATTORNEY


                              (Section 16 Filings)


    KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert B. Trussell, Jr., Dale E. Williams and William H. Poche,
signing singly, the undersigned's true and lawful attorney-in-fact to:


    (1) execute for and on behalf of the undersigned, in the undersigned's
    capacity as an officer and/or director of Tempur-Pedic International Inc.
    (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
    Securities Exchange Act of 1934 and the rules thereunder;


    (2) do and perform any and all acts for and on behalf of the undersigned
    which may be necessary or desirable to complete and execute any such Form 3,
    4, or 5, complete and execute any amendment or amendments thereto, and
    timely file such form with the United States Securities and Exchange
    Commission and any stock exchange or similar authority; and


    (3) take any other action of any type whatsoever in connection with the
    foregoing which, in the opinion of such attorney-in-fact, may be of benefit
    to, in the best interest of, or legally required by, the undersigned, it
    being understood that the documents executed by such attorney-in-fact on
    behalf of the undersigned pursuant to this Power of Attorney shall be in
    such form and shall contain such terms and conditions as such
    attorney-in-fact may approve in such attorney-in-fact's discretion.


The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.


This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16 day of December, 2003.


                                       Signature: /s/ Francis A. Doyle
                                                 -------------------------------


                                       Print Name: Francis A. Doyle
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