SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULE 13D-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
The Hain Celestial Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
| 405217100 (CUSIP Number) |
December 31, 2005
(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)
| CUSIP No. 405217100 | Page 1 of 11 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
The PNC Financial Services Group, Inc. 25-1435979 |
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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
Pennsylvania |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) Sole Voting Power
2,056,768 6) Shared Voting Power
-0- 7) Sole Dispositive Power
2,281,518 8) Shared Dispositive Power
1,000 |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person
2,305,368 |
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| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions
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¨
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| 11) | Percent of Class Represented by Amount in Row (9)
6.19 |
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| 12) | Type of Reporting Person (See Instructions)
HC |
| CUSIP No. 405217100 | Page 2 of 11 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
PNC Bancorp, Inc. 51-0326854 |
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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
Delaware |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) Sole Voting Power
2,056,768 6) Shared Voting Power
-0- 7) Sole Dispositive Power
2,281,518 8) Shared Dispositive Power
1,000 |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person
2,305,368 |
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| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions
|
¨
| ||
| 11) | Percent of Class Represented by Amount in Row (9)
6.19 |
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| 12) | Type of Reporting Person (See Instructions)
HC |
| CUSIP No. 405217100 | Page 3 of 11 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
PNC Bank, National Association 22-1146430 |
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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
United States |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) Sole Voting Power
24,350 6) Shared Voting Power
-0- 7) Sole Dispositive Power
23,350 8) Shared Dispositive Power
1,000 |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person
24,350 |
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| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions
|
¨
| ||
| 11) | Percent of Class Represented by Amount in Row (9)
0.06 |
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| 12) | Type of Reporting Person (See Instructions)
BK |
| CUSIP No. 405217100 | Page 4 of 11 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
BlackRock Advisors, Inc. 23-2784752 |
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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
Delaware |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) Sole Voting Power
2,032,418 6) Shared Voting Power
-0- 7) Sole Dispositive Power
2,258,168 8) Shared Dispositive Power
-0- |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person
2,281,018 |
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| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions
|
¨
| ||
| 11) | Percent of Class Represented by Amount in Row (9)
6.13 |
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| 12) | Type of Reporting Person (See Instructions)
IA |
| CUSIP No. 405217100 | Page 5 of 11 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
BlackRock Capital Management, Inc. 51-0395386 |
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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
Delaware |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) Sole Voting Power
376,918 6) Shared Voting Power
-0- 7) Sole Dispositive Power
376,918 8) Shared Dispositive Power
-0- |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person
376,918 |
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| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions
|
¨
| ||
| 11) | Percent of Class Represented by Amount in Row (9)
1.01 |
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| 12) | Type of Reporting Person (See Instructions)
IA |
| CUSIP No. 405217100 | Page 6 of 11 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
BlackRock Financial Management, Inc. 13-3806691 |
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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
Delaware |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) Sole Voting Power
228,500 6) Shared Voting Power
-0- 7) Sole Dispositive Power
228,500 8) Shared Dispositive Power
-0- |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person
228,500 |
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| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions
|
¨
| ||
| 11) | Percent of Class Represented by Amount in Row (9)
0.61 |
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| 12) | Type of Reporting Person (See Instructions)
IA |
| CUSIP No. 405217100 | Page 7 of 11 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
State Street Research & Management Company 13-3142135 |
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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
Delaware |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) Sole Voting Power
61,800 6) Shared Voting Power
-0- 7) Sole Dispositive Power
61,800 8) Shared Dispositive Power
-0- |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person
61,800 |
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| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions
|
¨
| ||
| 11) | Percent of Class Represented by Amount in Row (9)
0.17 |
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| 12) | Type of Reporting Person (See Instructions)
IA |
Page 8 of 11 Pages
| ITEM 1 |
(a) - |
NAME OF ISSUER:
The Hain Celestial Group, Inc. |
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| ITEM 1 |
(b) - |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
58 South Service Road Melville, New York 11747 |
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| ITEM 2 |
(a) - |
NAME OF PERSON FILING:
The PNC Financial Services Group, Inc.; PNC Bancorp, Inc.; PNC Bank, National Association; BlackRock Advisors, Inc.; BlackRock Capital Management, Inc.; BlackRock Financial Management, Inc.; and State Street Research & Management Company |
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| ITEM 2 |
(b) - |
ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The PNC Financial Services Group, Inc. - One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222-2707 PNC Bancorp, Inc. - 300 Delaware Avenue, Suite 304, Wilmington, DE 19801 PNC Bank, National Association - One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222-2707 BlackRock Advisors, Inc. - 100 Bellevue Parkway, Wilmington, DE 19809 BlackRock Capital Management, Inc. - 100 Bellevue Parkway, Wilmington, DE 19809 BlackRock Financial Management, Inc. - 100 Bellevue Parkway, Wilmington, DE 19809 State Street Research & Management Company – One Financial Center, Boston, MA 02111 | ||||||||||
| ITEM 2 |
(c) - |
CITIZENSHIP:
The PNC Financial Services Group, Inc. - Pennsylvania PNC Bancorp, Inc. - Delaware PNC Bank, National Association - United States BlackRock Advisors, Inc. – Delaware Black Rock Capital Management, Inc. - Delaware BlackRock Financial Management, Inc. - Delaware State Street Research & Management Company - Delaware |
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| ITEM 2 |
(d) - |
TITLE OF CLASS OF SECURITIES:
Common |
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| ITEM 2 |
(e) - |
CUSIP NUMBER:
405217100 |
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| ITEM 3 - |
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A: | |||||||||||
| (a) | ¨ | Broker or dealer registered under Section 15 of the Exchange Act; | ||||||||||
| (b) | x | Bank as defined in Section 3(a)(6) of the Exchange Act; | ||||||||||
| (c) | ¨ | Insurance Company as defined in Section 3(a)(19) of the Exchange Act; | ||||||||||
| (d) | ¨ | Investment Company registered under Section 8 of the Investment Company Act; | ||||||||||
| (e) | x | An Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||||||||||
| (f) | ¨ | An Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||||||||
| (g) | x | A Parent Holding Company or Control Person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||||||||||
| (h) | ¨ | A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||||||||||
| (i) | ¨ | A Church Plan that is excluded from the definition of an Investment Company under Section 3(c)(14) of the Investment Company Act; | ||||||||||
| (j) | ¨ | Group, in accordance with Rule 13d(b)(1)(ii)(J). | ||||||||||
| If this statement is filed pursuant to Rule 13d-1(c), check this box. ¨ | ||||||||||||
Page 9 of 11 Pages
| ITEM 4 - |
OWNERSHIP: | |||||||||
| The following information is as of December 31, 2005: |
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| (a) | Amount Beneficially Owned:
2,305,368 shares* |
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| (b) | Percent of Class:
6.19 |
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| (c) | Number of shares to which such person has: | |||||||||
| (i) | sole power to vote or to direct the vote
2,056,768 |
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| (ii) | shared power to vote or to direct the vote
-0- |
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| (iii) | sole power to dispose or to direct the disposition of
2,281,518 |
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| (iv) | shared power to dispose or to direct the disposition of
1,000 |
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| *Of the total shares reported herein, 24,350 shares are held in accounts at PNC Bank, National Association in a fiduciary capacity. | ||||||||||
| ITEM 5 - |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable. |
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| ITEM 6 - |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable. |
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| ITEM 7 - |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: | |||||||||
| Included are the following subsidiaries of The PNC Financial Services Group, Inc. - HC: | ||||||||||
| PNC Bancorp, Inc. - HC (wholly owned subsidiary of The PNC Financial Services Group, Inc.) | ||||||||||
| PNC Bank, National Association - BK (wholly owned subsidiary of PNC Bancorp, Inc.) | ||||||||||
| BlackRock Advisors, Inc. - IA (indirect subsidiary of PNC Bancorp, Inc.) | ||||||||||
| BlackRock Capital Management, Inc. - IA (indirect subsidiary of BlackRock Advisors, Inc.) | ||||||||||
| BlackRock Financial Management, Inc. - IA (wholly owned subsidiary of BlackRock Advisors, Inc.) | ||||||||||
| State Street Research & Management Company - IA (indirect subsidiary of BlackRock Financial Management, Inc.) | ||||||||||
| ITEM 8 - |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable. |
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| ITEM 9 - |
NOTICE OF DISSOLUTION OF GROUP:
Not Applicable. |
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Page 10 of 11 Pages
| 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 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.
| February 10, 2006 |
February 10, 2006 | |||||
| Date | Date | |||||
| By: | /s/ Joan L. Gulley |
By: | /s/ Maria C. Schaffer | |||
| Signature - The PNC Financial Services Group, Inc. | Signature - PNC Bancorp, Inc. | |||||
| Joan L. Gulley, Vice President |
Maria C. Schaffer, Executive Vice President | |||||
| Name & Title | Name & Title | |||||
| February 10, 2006 |
February 10, 2006 | |||||
| Date | Date | |||||
| By: | /s/ Joan L. Gulley |
By: | /s/ Robert S. Kapito | |||
| Signature - PNC Bank, National Association | Signature - BlackRock Advisors, Inc. | |||||
| Joan L. Gulley, Executive Vice President |
Robert S. Kapito, Vice Chairman | |||||
| Name & Title | Name & Title | |||||
| February 10, 2006 |
February 10, 2006 | |||||
| Date | Date | |||||
| By: | /s/ Robert S. Kapito |
By: | /s/ Robert S. Kapito | |||
| Signature - BlackRock Capital Management, Inc. | Signature - BlackRock Financial Management, Inc. | |||||
| Robert S. Kapito, Vice Chairman |
Robert S. Kapito, Vice Chairman | |||||
| Name & Title | Name & Title | |||||
| February 10, 2006 | ||
| Date | ||
| By: | /s/ Robert S. Kapito | |
| Signature – State Street Research & Management Company | ||
| Robert S. Kapito, Vice Chairman | ||
| Name & Title | ||
Page 11 of 11 Pages
EXHIBIT A
AGREEMENT
February 10, 2006
The undersigned hereby agree to file a joint statement on Schedule 13G under the Securities and Exchange Act of 1934, as amended (the “Act”) in connection with their beneficial ownership of common stock issued by The Hain Celestial Group, Inc.
Each of the undersigned states that it is entitled to individually use Schedule 13G pursuant to Rule 13d-1(c) of the Act.
Each of the undersigned is responsible for the timely filing of the statement and any amendments thereto, and for the completeness and accuracy of the information concerning each of them contained therein but none is responsible for the completeness or accuracy of the information concerning the others.
This Agreement applies to any amendments to Schedule 13G.
| THE PNC FINANCIAL SERVICES GROUP, INC. | PNC BANCORP, INC. | |||||
| BY: | /s/ Joan L. Gulley |
BY: | /s/ Maria C. Schaffer | |||
| Joan L. Gulley, Vice President | Maria C. Schaffer, Executive Vice President | |||||
| PNC BANK, NATIONAL ASSOCIATION | BLACKROCK ADVISORS, INC. | |||||
| BY: | /s/ Joan L. Gulley |
BY: | /s/ Robert S. Kapito | |||
| Joan L. Gulley, Executive Vice President | Robert S. Kapito, Vice Chairman | |||||
| BLACKROCK CAPITAL MANAGEMENT, INC. | BLACKROCK FINANCIAL MANAGEMENT, INC. | |||||
| BY: | /s/ Robert S. Kapito |
BY: | /s/ Robert S. Kapito | |||
| Robert S. Kapito, Vice Chairman | Robert S. Kapito, Vice Chairman | |||||
| STATE STREET RESEARCH & MANAGEMENT COMPANY | ||
| BY: | /s/ Robert S. Kapito | |
| Robert S. Kapito, Vice Chairman | ||