Sec Form 13D Filing - HEINZ H J CO (HNZ) filing for HAIN CELESTIAL GROUP INC (HAIN) - 2005-12-23

     This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Statement on Schedule 13D, originally filed on October 6, 1999, as amended by Amendment No. 1 filed on June 23, 2000 and by Amendment No. 2 filed on December 6, 2005 (as heretofore amended and supplemented, the “Schedule 13D”), by H. J. Heinz Company, a Pennsylvania corporation, Heinz Management, L.L.C., a Delaware limited liability corporation, H. J. Heinz Company, L.P., a Delaware limited liability partnership, and HJH One, L.L.C., a Delaware limited liability corporation, relating to the purchase of shares of common stock, $0.01 par value, of The Hain Celestial Group, Inc. (formerly The Hain Food Group, Inc.) (the “Company”).

     Each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

     The items of the Schedule 13D set forth below are hereby amended as follows:

   Item 4. Purpose of the Transaction.

     Item 4 is hereby amended and restated in its entirety as follows:

     On December 19, 2005, HJH One and the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with UBS Securities LLC, Banc of America Securities LLC and J.P. Morgan Securities Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which, on December 23, 2005, HJH One sold all 6,090,351 shares of Common Stock (the “Shares”) to the Underwriters at a net price per share of $19.068 (the “Sale”). The net price per share represents the gross price per share of $20.00 less underwriting discounts and commissions of $0.932 per share. The Shares were offered to the public pursuant to a prospectus supplement dated December 20, 2005 to a prospectus dated December 13, 2005 and made part of the Registration Statement on Form S-3 filed with the Securities and Exchange Commission by the Company on December 2, 2005 (File No. 333-130090). Of the 6,090,351 shares sold by HJH One, 6,090,351 shares were beneficially owned by the Reporting Persons. Immediately following the Sale, the Reporting Persons owned no shares of Common Stock.

   Item 5. Interest in Securities of the Issuer.

     Item 5 is hereby amended and restated in its entirety as follows:

     As a result of the Sale, HJH One ceased to own any shares of Common Stock. Accordingly none of the Reporting Persons may be deemed to be the beneficial owner of any shares of Common Stock.

     Except as set forth in this Item 5 and in Item 4 above, none of the Reporting Persons, or any person controlling any Reporting Person, or, to the best of the knowledge of the Reporting Persons, any persons named in Schedule A hereto (i) owns beneficially any shares of Common Stock or (ii) has effected any transactions in the Common Stock since October 24, 2005, other than D. Edward I. Smyth, Senior Vice President—Corporate and Government Affairs and Chief Administrative Officer of Heinz, who has the right to acquire, directly or indirectly, 23,000 shares of Common Stock.

     The Reporting Persons ceased to be the owners of more than five percent of the outstanding shares of Common Stock on December 23, 2005 and no longer own any Common Stock of the Company. Accordingly, this statement on Schedule 13D is hereby terminated, and this Amendment No. 3 constitutes the final amendment thereto.

   Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

     As described in Item 4 above, on December 19, 2005, HJH One, the Company and the Underwriters entered into the Underwriting Agreement. Pursuant to the Underwriting Agreement, HJH One and the Company have agreed to indemnify the Underwriters against certain liabilities under the Securities Act of 1933, as amended (“Securities Act”), and the Underwriters have agreed to indemnify HJH One and the Company against certain liabilities under the Securities Act. This summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 7 hereto and incorporated herein by reference.