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*
Dilsaver Evelyn S

(Last) (First) (Middle)
C/O TEMPUR-PEDIC INTERNATIONAL INC.
1713 JAGGIE FOX WAY

(Street)
LEXINGTON KY 40511

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/17/2009
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)
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
Explanation of Responses:
Remarks:
No securities are beneficially owned. Exhibit 24. Power of Attorney
No securities are beneficially owned.
/s/ Evelyn S. Dilsaver 12/17/2009
** 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
                         Tempur-Pedic International Inc.

                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
Mark A. Sarvary, Dale E. Williams, Lou Hedrick Jones, and Bhaskar Rao, each
individually, as the undersigned's true and lawful attorneys-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 any 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 any
         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 attorneys-in-fact, or such
attorneys-in-fact's substitute or substitutes, 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 each of 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.

By this Power of Attorney, the undersigned hereby revokes all prior Powers of
Attorney authorizing any person to sign any documents in the name of the
undersigned related to Section 16 and the Company.

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 each
of the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 17th day of December, 2009.

                                        Signature: /s/ Evelyn S. Dilsaver
                                                   -----------------------------

                                        Print Name: Evelyn S. Dilsaver
                                                    ----------------------------