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SCHEDULE 13G
Amendment No. 1
Tempur Pedic International Incorporated
Common Stock
Cusip #88023U101
Cusip #88023U101
Item 1: Reporting Person - FMR Corp.
Item 4: Delaware
Item 5: 81,200
Item 6: 0
Item 7: 2,876,000
Item 8: 0
Item 9: 2,876,000
Item 11: 2.905%
Item 12: HC
Cusip #88023U101
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 2,876,000
Item 8: 0
Item 9: 2,876,000
Item 11: 2.905%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
Tempur Pedic International
Incorporated
Item 1(b). Name of Issuer's Principal Executive Offices:
1713 Jaggie Fox Way
Lexington, KY 40511
Item 2(a). Name of Person Filing:
FMR Corp.
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston,
Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
88023U101
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR Corp., is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 2,876,000
(b) Percent of Class: 2.905%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 81,200
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 2,876,000
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof, the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following (X).
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of
the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Inasmuch as the reporting persons are no longer the beneficial
owners of more than five percent of the number of shares
outstanding, the reporting persons have no further reporting
obligation under Section 13(d) of the Securities and Exchange
Commission thereunder, and the reporting persons have no
obligation to amend this Statement if any material change
occurs in the facts set forth herein.
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.
September 12, 2005
Date
/s/Joseph Mari
Signature
Joseph Mari
Duly authorized under Power of Attorney
dated September 9, 2005, by Eric D. Roiter by and on behalf
of FMR Corp. and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 82
Devonshire Street, Boston, Massachusetts 02109, a wholly-
owned subsidiary of FMR Corp. and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 2,744,400 shares or 2.772%
of the Common Stock outstanding of Tempur Pedic
International Incorporated ("the Company") as a result of
acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of
1940.
Edward C. Johnson 3d and FMR Corp., through its
control of Fidelity, and the funds each has sole power to
dispose of the 2,744,400 shares owned by the Funds.
Members of the family of Edward C. Johnson 3d,
Chairman of FMR Corp., are the predominant owners, directly
or through trusts, of Series B shares of common stock of FMR
Corp., representing 49% of the voting power of FMR Corp.
The Johnson family group and all other Series B shareholders
have entered into a shareholders' voting agreement under
which all Series B shares will be voted in accordance with the
majority vote of Series B shares. Accordingly, through their
ownership of voting common stock and the execution of the
shareholders' voting agreement, members of the Johnson
family may be deemed, under the Investment Company Act of
1940, to form a controlling group with respect to FMR Corp.
Neither FMR Corp. nor Edward C. Johnson 3d,
Chairman of FMR Corp., has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Fidelity Management Trust Company, 82 Devonshire
Street, Boston, Massachusetts 02109, a wholly-owned
subsidiary of FMR Corp. and a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, is the
beneficial owner of 64,600 shares or 0.065% of the Common
Stock outstanding of the Company as a result of its serving as
investment manager of the institutional account(s).
Edward C. Johnson 3d and FMR Corp., through its
control of Fidelity Management Trust Company, each has sole
dispositive power over 64,600 shares and sole power to vote
or to direct the voting of 14,200 shares, and no power to vote
or to direct the voting of 50,400 shares of Common Stock
owned by the institutional account(s) as reported above.
Fidelity International Limited ("FIL"), Pembroke Hall,
42 Crow Lane, Hamilton, Bermuda, and various foreign-based
subsidiaries provide investment advisory and management
services to a number of non-U.S. investment companies and
certain institutional investors. FIL, which is a qualified
institution under section 240.13d-1(b)(1) pursuant to an SEC
No-Action letter dated October 5, 2000, is the beneficial
owner of 67,000 shares or 0.068% of the Common Stock
outstanding of the Company.
A partnership controlled predominantly by members of
the family of Edward C. Johnson 3d, Chairman of FMR Corp.
and FIL, or trusts for their benefit, owns shares of FIL voting
stock with the right to cast approximately 38% of the total
votes which may be cast by all holders of FIL voting stock.
FMR Corp. and FIL are separate and independent corporate
entities, and their Boards of Directors are generally composed
of different individuals.
FMR Corp. and FIL are of the view that they are not
acting as a "group" for purposes of Section 13(d) under the
Securities Exchange Act of 1934 (the "1934" Act) and that
they are not otherwise required to attribute to each other the
"beneficial ownership" of securities "beneficially owned" by
the other corporation within the meaning of Rule 13d-3
promulgated under the 1934 Act. Therefore, they are of the
view that the shares held by the other corporation need not be
aggregated for purposes of Section 13(d). However, FMR
Corp. is making this filing on a voluntary basis as if all of the
shares are beneficially owned by FMR Corp. and FIL on a
joint basis.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on September 12, 2005,
agree and consent to the joint filing on their behalf of this
Schedule 13G in connection with their beneficial ownership of
the Common Stock of Tempur Pedic International
Incorporated at August 31, 2005.
FMR Corp.
By /s/ Joseph Mari
Joseph Mari
Duly authorized under Power of Attorney dated
September 9, 2005, by Eric D. Roiter by and on behalf of
FMR Corp. and its direct and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Joseph Mari
Joseph Mari
Duly authorized under Power of Attorney dated
September 9, 2005, by Eric D. Roiter by and on behalf of
Edward C. Johnson 3d
Fidelity Management & Research Company
By /s/ Joseph Mari
Joseph Mari
Duly authorized under Power of Attorney dated
September 9, 2005, by Eric D. Roiter Secretary