SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.6)*
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)
February 2, 2011
(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
CUSIP No. 405217100
1 NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,397,492
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,397,492
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,492
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.26%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 405217100
1 NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,397,492
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,397,492
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,492
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.26%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 405217100
1 NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,397,492
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,397,492
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,397,492
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.26%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 405217100
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
2,358,338
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,358,338
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,358,338
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.50%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 405217100
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund II LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
732,523
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
732,523
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
732,523
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.71%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 405217100
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund III LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
356,434
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
356,434
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
356,434
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.83%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 405217100
1 NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,447,295
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,447,295
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,447,295
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.04%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 405217100
1 NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
2,142,676
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,142,676
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,142,676
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.00%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 405217100
1 NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,142,676
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,142,676
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,142,676
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.00%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 405217100
1 NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
5,589,971
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,589,971
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,589,971
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.04%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 405217100
1 NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
5,589,971
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,589,971
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,589,971
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.04%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 405217100
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
5,589,971
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,589,971
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,589,971
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.04%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 405217100
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
5,589,971
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,589,971
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,589,971
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.04%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 405217100
1 NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
5,589,971
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,589,971
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,589,971
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.04%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 405217100
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
6,987,463
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,987,463
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,987,463
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.30%
14 TYPE OF REPORTING PERSON
IN
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, Amendment Number Two to the Schedule 13D filed on July 7, 2010,
Amendment Number Three to the Schedule 13D filed on August 10, 2010, Amendment
Number Four to the Schedule 13D filed on September 14, 2010 and Amendment Number
Five to the Schedule 13D filed on December 1, 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 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by replacing it in its
entirety with the following:
The Reporting Persons hold, in the aggregate, 6,987,463 Shares. The
aggregate purchase price of the Shares purchased by the Reporting Persons
collectively was $144.18 million (including commissions and premiums for the
options to purchase Shares). The source of funding for the purchase of these
Shares was the general working capital of the respective purchasers. The Shares
are held by the Reporting Persons in margin accounts together with other
securities. Such margin accounts may from time to time have debit balances. Part
of the purchase price of the Shares purchased by the Reporting Persons was
obtained through margin borrowing.
Item 5. Interest in Securities of the Issuer
Items 5 (a) and (b) of the Schedule 13D are hereby amended by replacing
them in its entirety with the following:
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 6,987,463 Shares, representing approximately 16.30% of the Issuer's
outstanding Shares (based upon the 42,855,493 Shares stated to be outstanding as
of November 2, 2010 by the Issuer in the Issuer's Form 10-Q filed with the
Securities and Exchange Commission on November 9, 2010).
(b) High River has sole voting power and sole dispositive power with regard
to 1,397,492 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting
power and shared dispositive power with regard to such Shares. Icahn Master has
sole voting power and sole dispositive power with regard to 2,358,338 Shares.
Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared
dispositive power with regard to such Shares. Icahn Master II has sole voting
power and sole dispositive power with regard to 732,523 Shares. Each of Icahn
Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP,
Beckton and Mr. Icahn has shared voting power and shared dispositive power with
regard to such Shares. Icahn Master III has sole voting power and sole
dispositive power with regard to 356,434 Shares. Each of Icahn Offshore, Icahn
Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn has shared voting power and shared dispositive power with regard to such
Shares. Icahn Partners has sole voting power and sole dispositive power with
regard to 2,142,676 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn
Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared
voting power and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to
High River (as disclosed in Item 2), may be deemed to indirectly beneficially
own (as that term is defined in Rule 13d-3 under the Act) the Shares which High
River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes. Each of
Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to each
of Icahn Master, Icahn Master II and Icahn Master III (as disclosed in Item 2),
may be deemed to indirectly beneficially own (as that term is defined in Rule
13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and
Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn
Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn disclaims beneficial ownership of such Shares for all other purposes. Each
of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn
Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own
(as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn
Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH,
Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes.
Item 5 (c) of the Schedule 13D is hereby replaced with the following:
(c) The following table sets forth all transactions with respect to Shares
effected during the past sixty (60) days by any of the Reporting Persons,
inclusive of any transactions effected through 5:00 p.m., New York City time, on
February 2, 2011. Except as otherwise noted below, all such transactions were
purchases of Shares effected in the open market, and the table includes
commissions paid in per share prices.
Name of Date No. of Purchase
Reporting of Shares Price Per
Person Transaction Purchased Share (U.S.$)
--------- ------------ ---------- --------------
High River 12/01/2010 2,180.00 26.97
High River 12/02/2010 1,580.00 26.97
High River 12/03/2010 2,240.00 27.00
High River 12/06/2010 980.00 27.02
High River 12/07/2010 2,440.00 27.67
High River 12/08/2010 960.00 27.96
High River 12/09/2010 80.00 28.00
High River 12/10/2010 220.00 28.00
High River 12/13/2010 140.00 28.00
High River 12/15/2010 800.00 27.95
High River 12/16/2010 2,180.00 27.80
High River 12/17/2010 2,400.00 27.48
High River 12/20/2010 820.00 27.99
High River 12/21/2010 860.00 27.93
High River 12/22/2010 2,660.00 27.56
High River 12/23/2010 1,840.00 27.48
High River 12/27/2010 880.00 27.48
High River 12/28/2010 840.00 27.60
High River 12/29/2010 1,800.00 27.65
High River 12/30/2010 1,780.00 27.58
High River 12/31/2010 780.00 27.40
High River 01/03/2011 1,200.00 27.30
High River 01/04/2011 4,580.00 27.07
High River 01/05/2011 3,640.00 26.75
High River 01/06/2011 2,680.00 26.38
High River 01/07/2011 2,820.00 25.99
High River 01/10/2011 4,020.00 25.85
High River 01/11/2011 4,160.00 26.31
High River 01/12/2011 2,160.00 26.83
High River 01/13/2011 1,360.00 26.90
High River 01/14/2011 1,380.00 26.81
High River 01/18/2011 1,820.00 26.77
High River 01/19/2011 1,800.00 26.42
High River 01/20/2011 1,960.00 26.63
High River 01/21/2011 2,340.00 26.60
High River 01/24/2011 1,400.00 26.81
High River 01/25/2011 2,860.00 27.15
High River 01/26/2011 2,480.00 27.48
High River 01/27/2011 3,440.00 27.57
High River 01/28/2011 2,600.00 26.84
High River 01/31/2011 3,620.00 26.62
High River 02/01/2011 3,600.00 26.71
High River 02/02/2011 3,740.00 27.04
Icahn Partners 12/01/2010 3,287.00 26.97
Icahn Partners 12/02/2010 2,756.00 26.97
Icahn Partners 12/03/2010 3,909.00 27.00
Icahn Partners 12/06/2010 1,710.00 27.02
Icahn Partners 12/07/2010 4,259.00 27.67
Icahn Partners 12/08/2010 1,675.00 27.96
Icahn Partners 12/09/2010 140.00 28.00
Icahn Partners 12/10/2010 384.00 28.00
Icahn Partners 12/13/2010 243.00 28.00
Icahn Partners 12/15/2010 1,397.00 27.95
Icahn Partners 12/16/2010 3,805.00 27.80
Icahn Partners 12/17/2010 4,187.00 27.48
Icahn Partners 12/20/2010 1,432.00 27.99
Icahn Partners 12/21/2010 1,500.00 27.93
Icahn Partners 12/22/2010 4,642.00 27.56
Icahn Partners 12/23/2010 3,211.00 27.48
Icahn Partners 12/27/2010 1,535.00 27.48
Icahn Partners 12/28/2010 1,467.00 27.60
Icahn Partners 12/29/2010 3,141.00 27.65
Icahn Partners 12/30/2010 3,106.00 27.58
Icahn Partners 12/31/2010 1,362.00 27.40
Icahn Partners 01/05/2011 4,531.00 26.75
Icahn Partners 01/06/2011 7,109.00 26.38
Icahn Partners 01/07/2011 7,482.00 25.99
Icahn Partners 01/10/2011 10,665.00 25.85
Icahn Partners 01/11/2011 11,037.00 26.31
Icahn Partners 01/12/2011 5,730.00 26.83
Icahn Partners 01/13/2011 3,607.00 26.90
Icahn Partners 01/14/2011 3,661.00 26.81
Icahn Partners 01/18/2011 4,657.00 26.77
Icahn Partners 01/19/2011 2,759.00 26.42
Icahn Partners 01/20/2011 3,005.00 26.63
Icahn Partners 01/21/2011 3,588.00 26.60
Icahn Partners 01/24/2011 2,146.00 26.81
Icahn Partners 01/25/2011 4,386.00 27.15
Icahn Partners 01/26/2011 3,802.00 27.48
Icahn Partners 01/27/2011 5,275.00 27.57
Icahn Partners 01/28/2011 3,985.00 26.84
Icahn Partners 01/31/2011 5,551.00 26.62
Icahn Partners 02/01/2011 5,562.00 26.71
Icahn Partners 02/02/2011 5,734.00 27.04
Icahn Master 12/01/2010 4,905.00 26.97
Icahn Master 12/02/2010 3,123.00 26.97
Icahn Master 12/03/2010 4,428.00 27.00
Icahn Master 12/06/2010 1,937.00 27.02
Icahn Master 12/07/2010 4,822.00 27.67
Icahn Master 12/08/2010 1,898.00 27.96
Icahn Master 12/09/2010 158.00 28.00
Icahn Master 12/10/2010 435.00 28.00
Icahn Master 12/13/2010 277.00 28.00
Icahn Master 12/15/2010 1,581.00 27.95
Icahn Master 12/16/2010 4,308.00 27.80
Icahn Master 12/17/2010 4,745.00 27.48
Icahn Master 12/20/2010 1,620.00 27.99
Icahn Master 12/21/2010 1,700.00 27.93
Icahn Master 12/22/2010 5,258.00 27.56
Icahn Master 12/23/2010 3,637.00 27.48
Icahn Master 12/27/2010 1,739.00 27.48
Icahn Master 12/28/2010 1,660.00 27.60
Icahn Master 12/29/2010 3,558.00 27.65
Icahn Master 12/30/2010 3,518.00 27.58
Icahn Master 12/31/2010 1,541.00 27.40
Icahn Master 01/18/2011 260.00 26.77
Icahn Master 01/19/2011 3,039.00 26.42
Icahn Master 01/20/2011 3,308.00 26.63
Icahn Master 01/21/2011 3,951.00 26.60
Icahn Master 01/24/2011 2,363.00 26.81
Icahn Master 01/25/2011 4,830.00 27.15
Icahn Master 01/26/2011 4,187.00 27.48
Icahn Master 01/27/2011 5,807.00 27.57
Icahn Master 01/28/2011 4,390.00 26.84
Icahn Master 01/31/2011 6,111.00 26.62
Icahn Master 02/01/2011 5,027.00 26.71
Icahn Master 02/02/2011 6,311.00 27.04
Icahn Master II 01/04/2011 11,447.00 27.07
Icahn Master II 01/05/2011 6,741.00 26.75
Icahn Master II 01/06/2011 2,427.00 26.38
Icahn Master II 01/07/2011 2,553.00 25.99
Icahn Master II 01/10/2011 3,639.00 25.85
Icahn Master II 01/11/2011 3,766.00 26.31
Icahn Master II 01/12/2011 1,956.00 26.83
Icahn Master II 01/13/2011 1,231.00 26.90
Icahn Master II 01/14/2011 1,250.00 26.81
Icahn Master II 01/18/2011 1,588.00 26.77
Icahn Master II 01/19/2011 943.00 26.42
Icahn Master II 01/20/2011 1,027.00 26.63
Icahn Master II 01/21/2011 1,223.00 26.60
Icahn Master II 01/24/2011 734.00 26.81
Icahn Master II 01/25/2011 1,494.00 27.15
Icahn Master II 01/26/2011 1,298.00 27.48
Icahn Master II 01/27/2011 1,800.00 27.57
Icahn Master II 01/28/2011 1,360.00 26.84
Icahn Master II 01/31/2011 1,894.00 26.62
Icahn Master II 02/01/2011 3,177.00 26.71
Icahn Master II 02/02/2011 1,961.00 27.04
Icahn Master III 12/01/2010 528.00 26.97
Icahn Master III 12/02/2010 441.00 26.97
Icahn Master III 12/03/2010 623.00 27.00
Icahn Master III 12/06/2010 273.00 27.02
Icahn Master III 12/07/2010 679.00 27.67
Icahn Master III 12/08/2010 267.00 27.96
Icahn Master III 12/09/2010 22.00 28.00
Icahn Master III 12/10/2010 61.00 28.00
Icahn Master III 12/13/2010 40.00 28.00
Icahn Master III 12/15/2010 222.00 27.95
Icahn Master III 12/16/2010 607.00 27.80
Icahn Master III 12/17/2010 668.00 27.48
Icahn Master III 12/20/2010 228.00 27.99
Icahn Master III 12/21/2010 240.00 27.93
Icahn Master III 12/22/2010 740.00 27.56
Icahn Master III 12/23/2010 512.00 27.48
Icahn Master III 12/27/2010 246.00 27.48
Icahn Master III 12/28/2010 233.00 27.60
Icahn Master III 12/29/2010 501.00 27.65
Icahn Master III 12/30/2010 496.00 27.58
Icahn Master III 12/31/2010 217.00 27.40
Icahn Master III 01/03/2011 4,800.00 27.30
Icahn Master III 01/04/2011 6,873.00 27.07
Icahn Master III 01/05/2011 3,288.00 26.75
Icahn Master III 01/06/2011 1,184.00 26.38
Icahn Master III 01/07/2011 1,245.00 25.99
Icahn Master III 01/10/2011 1,776.00 25.85
Icahn Master III 01/11/2011 1,837.00 26.31
Icahn Master III 01/12/2011 954.00 26.83
Icahn Master III 01/13/2011 602.00 26.90
Icahn Master III 01/14/2011 609.00 26.81
Icahn Master III 01/18/2011 775.00 26.77
Icahn Master III 01/19/2011 459.00 26.42
Icahn Master III 01/20/2011 500.00 26.63
Icahn Master III 01/21/2011 598.00 26.60
Icahn Master III 01/24/2011 357.00 26.81
Icahn Master III 01/25/2011 730.00 27.15
Icahn Master III 01/26/2011 633.00 27.48
Icahn Master III 01/27/2011 878.00 27.57
Icahn Master III 01/28/2011 665.00 26.84
Icahn Master III 01/31/2011 924.00 26.62
Icahn Master III 02/01/2011 634.00 26.71
Icahn Master III 02/02/2011 954.00 27.04
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: February 2, 2011
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/ Dominick Ragone
--------------------
Name: Dominick Ragone
Title: Chief Financial Officer
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN