Agreement and Plan of Merger between Simmons Holdings, Inc. and THL Bedding Company, dated December 19, 2003

Summary

This agreement is between Simmons Holdings, Inc. and THL Bedding Company, both Delaware corporations. It sets out the terms for merging THL Bedding Company into Simmons Holdings, Inc., with Simmons Holdings as the surviving corporation. All shares of THL Bedding will be converted into shares of Simmons Holdings, and the existing shares of Simmons Holdings will be canceled. The directors and officers of THL Bedding will continue in their roles for the merged company. The merger becomes effective upon filing with the Delaware Secretary of State and can be abandoned by mutual consent before filing.

EX-2.1 3 g87842exv2w1.txt AGREEMENT AND PLAN OF MERGER, DATED 12/19/03 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER dated December 19, 2003, by and between THL Bedding Company, a Delaware corporation ("Bedding"), and Simmons Holdings, Inc., a Delaware corporation ("Holdings"). Each of Bedding and Holdings are referred to herein as a "Constituent Corporation." WHEREAS, the respective Boards of Directors of Bedding and Holdings deem it desirable and for the benefit of the respective Constituent Corporations and their respective stockholders that the Constituent Corporations be merged into a single corporation with Holdings being the surviving corporation (the "Surviving Corporation"). NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the parties hereto agree that, pursuant to Section 253 of the Delaware General Corporation Law, the Constituent Corporations shall be merged into a single corporation (the "Merger"), and that the terms and conditions of the Merger are as follows: ARTICLE I On the Effective Date of the Merger, Bedding shall be merged with and into Holdings, with Holdings being the Surviving Corporation, and the separate existence of Bedding shall cease. ARTICLE II The name of the Surviving Corporation shall be "Simmons Holdings, Inc." ARTICLE III The Surviving Corporation is authorized to issue 3,000 shares of capital stock, all which shares are common stock, $0.01 par value per share (the "Common Stock"). ARTICLE IV The shares of common stock, $0.01 par value per share, of Holdings issued and outstanding as of the Effective Date of the Merger shall be canceled and no payments shall be made with respect thereto. At the Effective Date, each share of common stock of Bedding outstanding immediately prior thereto shall be converted into and become one share of common stock of the Surviving Corporation. ARTICLE V On the Effective Date of the Merger, the Certificate of Incorporation and By-Laws substantially in the forms attached hereto as Exhibit A and Exhibit B, respectively, shall be the Certificate of Incorporation and By-Laws of the Surviving Corporation. ARTICLE VI The Directors and Officers of Bedding shall continue to serve as the Directors and Officers of the Surviving Corporation, until their resignation or removal or until their successors have been duly elected and qualified. ARTICLE VII This Agreement shall be submitted to the sole stockholder of Bedding to be acted upon by written consent in lieu of a meeting. ARTICLE VIII As used herein, the term "Effective Date of the Merger" shall mean the date that the Certificate of Ownership and Merger, attached hereto as Exhibit C, is filed with the Secretary of State of the State of Delaware, in accordance with the laws of such jurisdiction. ARTICLE IX The Merger contemplated by this Agreement may be abandoned by mutual consent and agreement of Holdings and Bedding at any time prior to the filing of the Certificate of Ownership and Merger with the Secretary of State of the State of Delaware. -2- WITNESS the execution hereof under seal on the day and year first above written. SIMMONS HOLDINGS, INC. By: /s/ Robert W. Hellyer ----------------------- Name: Robert W. Hellyer Title: President THL BEDDING COMPANY By: /s/ Robert W. Hellyer ----------------------- Name: Robert W. Hellyer Title: President Signature Page to Agreement and Plan of Merger between Simmons Holdings, Inc. and THL Bedding Company