Lehman Brothers

Abstract

This is our initial public offering of common stock. We are offering 6,250,000 shares and the selling stockholders identified in this prospectus are offering 12,500,000 shares. No public market currently exists for our shares. We will not receive any proceeds from the sale of the shares offered by the selling stockholders. Our common stock has been approved for listing on the New York Stock Exchange under the symbol “TPX.” Investing in the shares involves risks. Risk Factors begin on page 9. Per Share Total Public offering price $ 14.00 $ 262,500,000 Underwriting discount $ 0.91 $ 17,062,500 Proceeds to Tempur-Pedic International Inc. (before expenses) $ 13.09 $ 81,812,500 Proceeds to selling stockholders $ 13.09 $ 163,625,000 The selling stockholders have granted the underwriters a 30-day option to purchase up to an aggregate of 2,812,500 additional shares of common stock on the same terms and conditions as set forth above to cover over-allotments, if any. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. Lehman Brothers, on behalf of the underwriters, expects to deliver the shares on or about December 23, 2003.