UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Tempur-Pedic International Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
88023U101
(CUSIP Number)
December 31, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP No. 88023U101
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
AMVESCAP PLC
AIM Advisors, Inc.
AIM Capital Management, Inc.
AIM Funds Management, Inc.
INVESCO Asset Management Deutschland GmbH
INVESCO Asset Management Limited
INVESCO Institutional (N.A.), Inc.
INVESCO Management S.A.
PowerShares Capital Management LLC
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2. Check the Appropriate Box if a Member of a Group (see Instructions)
(a)
(b)
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3. SEC Use Only
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4. Citizenship or Place of Organization
AMVESCAP PLC: England
AIM Advisors, Inc.: United States
AIM Capital Management, Inc.: United States
AIM Funds Management, Inc.: Canada
INVESCO Asset Management Deutschland GmbH: Germany
INVESCO Asset Management Limited: United Kingdom
INVESCO Institutional (N.A.), Inc.: United States
INVESCO Management S.A.: Luxembourg
PowerShares Capital Management LLC: United States
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5. Sole Voting Power 12,177,584: Such shares are held by the
following entities in the respective amounts listed:
AIM Advisors, Inc. 1,145,961
AIM Capital Management, Inc. 482,005
AIM Funds Management, Inc. 8,054,800
INVESCO Asset Management Deutschland GmbH 108,000
INVESCO Asset Management Limited 15,181
INVESCO Institutional (N.A.), Inc. 2,167,586
INVESCO Management S.A. 4,300
PowerShares Capital Management LLC 199,751
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Number of 6. Shared Voting Power
Shares
Beneficially -0-
Owned by -----------------------------------------------------------------
Each 7. Sole Dispositive Power 12,177,584: Such Reporting shares are
Person With held by the following entities in the respective amounts
listed:
AIM Advisors, Inc. 1,145,961
AIM Capital Management, Inc. 482,005
AIM Funds Management, Inc. 8,054,800
INVESCO Asset Management Deutschland GmbH 108,000
INVESCO Asset Management Limited 15,181
INVESCO Institutional (N.A.), Inc. 2,167,586
INVESCO Management S.A. 4,300
PowerShares Capital Management LLC 199,751
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8. Shared Dispositive Power
-0-
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
12,177,584
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
N/A
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11. Percent of Class Represented by Amount in Row (9)
14.67%
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12. Type of Reporting Person (See Instructions)
IA, HC. See Items 2 and 3 of this statement.
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SCHEDULE 13G
Item 1(a) Name of Issuer:
Tempur-Pedic International Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
1713 Jaggie Fox Way
Lexington, KY 40511
Item 2(a) Name of Person Filing:
AMVESCAP PLC
In accordance with Securities and Exchange Commission Release No.
34-39538 (January 12, 1998), this statement on Schedule 13G or
amendment thereto is being filed by AMVESCAP PLC ("AMVESCAP"), a
U.K. entity, on behalf of itself and its subsidiaries listed in Item
4 of the cover of this statement. AMVESCAP through such subsidiaries
provides investment management services to institutional and
individual investors worldwide.
Executive officers and directors of AMVESCAP or its subsidiaries may
beneficially own shares of the securities of the issuer to which
this statement relates (the "Shares"), and such Shares are not
reported in this statement. AMVESCAP and its subsidiaries disclaim
beneficial ownership of Shares beneficially owned by any of their
executive officers and directors. Each of AMVESCAP's direct and
indirect subsidiaries also disclaim beneficial ownership of Shares
beneficially owned by AMVESCAP and any other subsidiary.
Item 2(b) Address of Principal Business Office:
30 Finsbury Square
London EC2A 1AG
England
Item 2(c) Citizenship:
See the response to Item 2(a) of this statement.
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value per share
Item 2(e) CUSIP Number:
88023U101
Item 3 If this statement is filed pursuant to ss240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(e) [x] An investment adviser in accordance with section 240.13d-1(b)
(1)(ii)(E)
(g) [x] A parent holding company or control person in accordance with
section 240.13d-1(b)(1)(ii)(G)
As noted in Item 2 above, AMVESCAP is making this filing on behalf
of its subsidiaries listed herein. Each of these entities is either
an investment adviser registered with the United States Securities
and Exchange Commission under Section 203 of the Investment Advisers
Act of 1940, as amended, or under similar laws of other
jurisdictions. AMVESCAP is a holding company.
Item 4 Ownership:
Please see responses to Items 5-8 on the cover of this statement,
which are incorporated herein by reference.
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 [ ]
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being reported on By the Parent Holding Company:
Please see Item 3 of this statement, which is incorporated herein by
reference.
Item 8 Identification and Classification of Members of the Group:
N/A
Item 9 Notice of Dissolution of a Group:
N/A
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
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.
02/14/2007
Date
AMVESCAP PLC
By: /s/ Lisa Brinkley
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Lisa Brinkley
Chief Compliance Officer
Exhibit Index
Exhibit A Joint Filing Agreement