SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
The Hain Celestial Group, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
405217100
(CUSIP Number)
Marc Weitzen
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 7, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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 13D
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission on May
13, 2010, and as amended by the Amendment Number One to the Schedule 13D filed
on May 24, 2010 by the Reporting Persons (together, the "Schedule 13D") with
respect to the shares of Common Stock, par value $0.01 (the "Shares") issued by
The Hain Celestial Group, Inc. (the "Issuer") is hereby amended to furnish the
additional information set forth herein. All capitalized terms contained herein
but not otherwise defined shall have the meanings ascribed to such terms in the
Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by the addition of the
following:
After conversations between representatives of the Reporting Persons and of
the Issuer, the Issuer and Reporting Persons entered into an agreement dated
July 7, 2010, a copy of which is attached hereto as Exhibit I and incorporated
herein by reference. The Issuer announced on July 7, 2010 that it appointed to
its board of directors Brett Icahn and David Schechter and further agreed to
include Brett Icahn and David Schechter on management's slate of nominees for
director at the 2010 Annual Meeting. The Reporting Persons agreed, among other
things, that they would vote their Shares at that meeting for management's slate
that would include up to eight additional persons being nominated by the Issuer,
and would not otherwise solicit proxies in connection with the 2010 Annual
Meeting.
In connection with the agreement, Carl Icahn stated that: "Hain has a
strong portfolio of brands that position it well for a continuing secular shift
towards organic and all natural foods and consumer packaged goods. We look
forward to working with the current board and management toward enhancing
stockholder value."
The Reporting Persons may, from time to time and at any time, acquire
additional Shares and/or other equity, debt, notes, instruments or other
securities (collectively, "Securities") of the Issuer in the open market or
otherwise. The Reporting Persons reserve the right to dispose of any or all of
their Securities in the open market or otherwise, at any time and from time to
time, and to engage in any hedging or similar transactions with respect to the
Securities.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended by the addition of the
following:
On July 7, 2010, the Reporting Persons and the Issuer entered into an
agreement (a copy of which is attached hereto as Exhibit I and incorporated
herein by reference) relating to the appointment and nomination of directors at
the Issuer's 2010 Annual Meeting. See Item 4 for further detail.
Item 7. Material to be Filed as Exhibits
1 Agreement between the Reporting Persons and the Issuer dated as
of July 7, 2010.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: July 7, 2010
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Principal Executive Officer
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN
[Signature Page of Schedule 13D Amendment No. 2 -
The Hain Celestial Group, Inc.
Re: Appointment of Brett Icahn and David Schechter as Directors]