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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
THE HAIN CELESTIAL GROUP, INC.
(Name of Issuer)
Common Stock
$0.01 par value
(Title of Class of Securities)
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4052191
(CUSIP Number)
H.J. HEINZ COMPANY
(Name of Persons Filing Statement)
Ted Bobby
Vice President - Legal Affairs
H.J. Heinz Company
600 Grant Street
Pittsburgh, Pennsylvania 15219
Tel. No. 412-456-6102
with a copy to:
John A. Bick
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Tel. No.: 212-450-4000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 19, 2000
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]
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Page 1 of 5
SCHEDULE 13D
CUSIP No. 4052191 Page 2 of 5 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H.J. Heinz Company
25-0542520
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
PA
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 6,090,351
WITH ------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------
10 SHARED DISPOSITIVE POWER
6,090,351
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,090,351
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5
SCHEDULE 13D
CUSIP No. 4052191 Page 3 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boulder, Inc.
03-0300842
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ID
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 6,090,351
WITH ------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
------------------------------------------
10 SHARED DISPOSITIVE POWER
6,090,351
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,090,351
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 5
This Amendment No. 1 ("Amendment No. 1") amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") originally filed on October 6,
1999, by H.J. Heinz Company, a Pennsylvania corporation, and Boulder, Inc.
(formerly Earth's Best, Inc.), an Idaho corporation, relating to the shares
(the "Common Stock") of common stock, $0.01 par value per share, of The Hain
Celestial Group, Inc. (formerly The Hain Food Group, Inc.) ("Hain" or the
"Company").
All capitalized terms used in this Amendment No. 1 without definition have
the meanings attributed to them in the Schedule 13D.
The items of the Schedule 13D set forth below are hereby amended and
supplemented as follows:
Item 2. Identity and Background
Item 2 is amended by amending and restating the first paragraph thereof:
This Schedule 13D is being filed jointly on behalf of the following
persons (together, the "Reporting Persons"): H. J. Heinz Company, a
Pennsylvania corporation ("Heinz"), and Boulder, Inc. (formerly Earth's
Best, Inc.), an Idaho corporation ("EB"), and a wholly owned subsidiary of
Heinz.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended by adding the following paragraph immediately after the
final paragraph thereof:
Funds required to complete the acquisition contemplated by the
Agreement and Cross Receipt described below were provided to EB by Heinz.
The cash provided by Heinz was funded through internally generated funds.
Item 4. Purpose of Transaction.
Item 4 is amended by adding the following paragraph immediately after the
final paragraph thereof:
On May 30, 2000, in connection with Hain's acquisition of Celestial
Seasonings, Inc., Hain issued an additional 10,662,224 shares of Common
Stock. On May 31, 2000, Hain provided EB with notice of EB's right under
Section 5.01 of the Investor's Agreement to purchase up to 2,582,774
shares (the "Additional Shares") of Common Stock at the closing price for
shares of Common Stock on the Nasdaq National Market on May 30, 2000 of
$30.875 per share to maintain EB's initial ownership percentage following
the issuance of shares of Common Stock by Hain upon the exercise of stock
options, warrants and upon the conversion of outstanding convertible
notes. Thereafter, EB notified Hain of the exercise of EB's right under
Section 5.03 of the Investor's Agreement to purchase the Additional Shares
in the public market. On June 19, 2000, EB and Hain entered into an
Agreement and Cross Receipt (the "Agreement and Cross Receipt"). Pursuant
to the Agreement and Cross Receipt, EB purchased the Additional Shares
from Hain for a purchase price of $79,743,147.25.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended by amending and restating the first paragraph thereof:
EB has acquired and, for purposes of Rule 13d-3 promulgated under the
Exchange Act, may be deemed to own beneficially, in the aggregate,
6,090,351 shares of Common Stock. The Common Stock held by EB represents
approximately 19.5% of the voting stock of Hain.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended by adding the following language at the end thereof:
Exhibit 5: Agreement and Cross Receipt
Page 4 of 5
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: June 23, 2000
H.J. HEINZ COMPANY
By: /s/ Edward J. McMeniman
---------------------------------------
Name: Edward J. McMeniman
Title: VP - Finance Heinz North America
BOULDER, INC.
By: /s/ Kaye S. Woods
---------------------------------------
Name: Kaye S. Woods
Title: Vice President
Page 5 of 5
Exhibit 5
AGREEMENT AND CROSS RECEIPT
AGREEMENT AND CROSS RECEIPT dated June 19, 2000 between Boulder, Inc.
(formerly Earth's Best, Inc.), an Idaho corporation ("EB"), and The Hain
Celestial Group, Inc. (formerly The Hain Food Group, Inc.), a Delaware
corporation ("Hain").
WHEREAS, on September 24, 1999, EB purchased shares of Hain common stock,
par value $.01 per share (the "Hain Common Stock"), constituting 19.5% of the
then outstanding Hain Common Stock on that date (the "Initial Investment");
WHEREAS, in connection with the Initial Investment, EB and Hain entered
into: (1) a Securities Purchase Agreement dated September 24, 1999 (the
"Securities Purchase Agreement"); (2) together with Irwin D. Simon, an
Investors Agreement dated September 24, 1999 (the "Investors Agreement"); and
(3) a Registration Rights Agreement dated September 24, 1999 (the "Registration
Rights Agreement");
WHEREAS, prior to the date hereof, EB notified Hain of the exercise of its
right under Section 5.03 of the Investors Agreement to purchase shares of Hain
Common Stock in the public market to maintain its initial ownership percentage
following the issuance of shares of Hain Common Stock by Hain upon the exercise
of stock options, warrants and upon the conversion of outstanding convertible
notes;
WHEREAS, on May 30, 2000, in connection with Hain's acquisition of
Celestial Seasonings, Inc., Hain issued an additional 10,662,224 shares of Hain
Common Stock (the "Celestial Issuance");
WHEREAS, in connection with the Celestial Issuance, Hain provided EB with
notice dated May 31, 2000 of its right under Section 5.01 of the Investors
Agreement to purchase up to 2,582,774 shares (the "Additional Shares") of Hain
Common Stock at the closing price for shares of Hain Common Stock on the Nasdaq
National market on May 30, 2000 of $30.875 per share (the "Closing Price"); and
WHEREAS, the board of directors of Hain has approved the issuance and sale
of the Additional Shares at the Closing Price and the board of directors of EB
has approved the purchase of the Additional Shares by EB at the Closing Price.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is hereby acknowledged, EB and Hain hereby agree as follows:
1. Additional Shares.
(a) On the date hereof, Hain agrees to issue and sell, and EB agrees
to purchase, the Additional Shares at the Closing Price.
(b) Each of EB and Hain agree that the Additional Shares shall
constitute "Shares" as defined in and for the purposes of the Securities
Purchase Agreement, the Investors Agreement and the Registration Rights
Agreement.
2. Conditions of Obligations of EB. The closing conditions contained in
Sections 3.1(a), (b) and (c) of the Securities Purchase Agreement shall be
satisfied or waived as of the date hereof (for purposes of this Section 2, the
term "Closing Date" as used in the Securities Purchase Agreement shall mean the
date hereof).
3. Conditions of Obligations of Hain. The closing conditions contained in
Sections 3.2(a), (b) and (c) of the Securities Purchase Agreement shall not be
satisfied or waived as of the date hereof (for purposes of this Section 3, the
term "Closing Date" as used in the Securities Purchase Agreement shall mean the
date hereof).
4. Cross Receipt. EB delivers to Hain herewith a wire transfer of
immediately available funds in the amount of $79,743,147.25 constituting full
payment by EB to Hain for the Additional Shares and acknowledges receipt of the
certificates representing the Additional Shares. Hain acknowledges receipt of
the funds referred to above as full payment for the Additional Shares.
5. Miscellaneous.
(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF
LAWS PROVISIONS THEREOF.
(b) Except as expressly provided for herein, the Securities Purchase
Agreement, the Investors Agreement and the Registration Rights Agreement
shall remain in full force and effect.
2
(c) This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute
one and the same instrument.
(d) This Agreement may not be amended or modified without the written
consent of EB and Hain, nor shall any waiver be effective against any
party unless in a writing executed on behalf of such party.
3
IN WITNESS WHEREOF, EB and Hain have caused this Agreement to be executed
and delivered by the undersigned duly authorized officers as of the day and
year first above written.
BOULDER, INC. (formerly
EARTH'S BEST INC.)
By: /s/ Robert Yoshida
-----------------------------------
Name: Robert Yoshida
Title: President
THE HAIN CELESTIAL GROUP,
INC.
By: /s/ Gary M. Jacobs
-----------------------------------
Name: Gary M. Jacobs
Title: Sr VP Finance
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