-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PgD0p6747oconD+rXA72xDHQPDq6p71yvY/FS46XzJfXK4GrYL/AzobDlh9orYi1 RC/QBPhl5q3PHu2fbjKqXw== 0000902664-06-000009.txt : 20060105 0000902664-06-000009.hdr.sgml : 20060105 20060105162455 ACCESSION NUMBER: 0000902664-06-000009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060105 DATE AS OF CHANGE: 20060105 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HANSEN NATURAL CORP CENTRAL INDEX KEY: 0000865752 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 391679918 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41221 FILM NUMBER: 06513181 BUSINESS ADDRESS: STREET 1: 1010 RAILROAD STREET CITY: CORONA STATE: CA ZIP: 92882 BUSINESS PHONE: 909-739-6200 MAIL ADDRESS: STREET 1: 1010 RAILROAD STREET CITY: CORONA STATE: CA ZIP: 92882 FORMER COMPANY: FORMER CONFORMED NAME: UNIPAC CORP DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brandon Limited Partnership No.1 CENTRAL INDEX KEY: 0001291940 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1 MIGNOT PLATEAU STREET 2: ST. PETERS PORT CITY: GUERNSEY STATE: X0 ZIP: GX1 4EG BUSINESS PHONE: 01481710286 MAIL ADDRESS: STREET 1: P.O. BOX 124 STREET 2: ST. PETERS PORT CITY: GUERNSEY STATE: X0 ZIP: GX1 4EG SC 13D/A 1 sc13da.txt HANSEN NATURAL CORPORATION UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Hansen Natural Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 411310105 (CUSIP Number) Rodney C. Sacks 1010 Railroad Street Corona, California 92882 (909) 739-6200 With a copy to: Benjamin M. Polk, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 29, 2005 (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 ss.ss. 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 ss.ss. 240.13d-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 in the remainder of this cover page shall not be deemed to be "filed" for 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). (Page 1 of 15 Pages) CUSIP No. 411310105 13D/A Page 2 of 15 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brandon Limited Partnership No. 1 - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS (SEE INSTRUCTIONS) WC (See Item 3) - ----------------------------------------------------------------------------- (5) CHECK 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 (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 326,730 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 326,730 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 326,730 - ----------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - ----------------------------------------------------------------------------- CUSIP No. 411310105 13D/A Page 3 of 15 Pages - ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brandon Limited Partnership No. 2 - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS (SEE INSTRUCTIONS) WC (See Item 3) - ----------------------------------------------------------------------------- (5) CHECK 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 (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 2,783,334 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 2,783,334 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,783,334 - ----------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - ----------------------------------------------------------------------------- CUSIP No. 411310105 13D/A Page 4 of 15 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rodney Cyril Sacks - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS (SEE INSTRUCTIONS) PF (See Item 3) - ----------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION South Africa - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 540,000 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 4,930,064 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 540,000 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 4,930,064 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,470,064 - ----------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.7% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - ----------------------------------------------------------------------------- CUSIP No. 411310105 13D/A Page 5 of 15 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hilton Hiller Schlosberg - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS (SEE INSTRUCTIONS) PF (See Item 3) - ----------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 462,194 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 4,930,064 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 462,194 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 4,930,064 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,392,258 - ----------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.4% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - ----------------------------------------------------------------------------- CUSIP No. 411310105 13D/A Page 6 of 15 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HRS Holdings, L.P. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS (SEE INSTRUCTIONS) WC (See Item 3) - ----------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 400,000 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 400,000 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,000 - ----------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - ----------------------------------------------------------------------------- CUSIP No. 411310105 13D/A Page 7 of 15 Pages - ----------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hilrod Holdings L.P. - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) SOURCE OF FUNDS (SEE INSTRUCTIONS) WC (See Item 3) - ----------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 0 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 1,420,000 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 1,420,000 - ----------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,420,000 - ----------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ----------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% - ----------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - ----------------------------------------------------------------------------- CUSIP No. 411310105 13D/A Page 8 of 15 Pages INTRODUCTION This Amendment No. 6 ("AMENDMENT NO. 6") amends the statement on Schedule 13D dated November 21, 1990 (the "ORIGINAL STATEMENT"), as amended by Amendment No. 1 dated March 29, 1991 ("AMENDMENT NO. 1"), Amendment No. 2 dated June 11, 1993 ("AMENDMENT NO. 2"), Amendment No. 3 dated August 29, 1994 ("AMENDMENT NO. 3"), Amendment No. 4 dated November 22, 2004 ("AMENDMENT NO. 4") and Amendment No. 5 dated December 1, 2004 ("Amendment No. 5")(the Original Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6 are sometimes referred to herein collectively as this "STATEMENT ON SCHEDULE 13D"), relating to the common stock, par value $.005 per share ("COMMON STOCK"), of Hansen Natural Corporation, a Delaware corporation (formerly known as Unipac Corporation) (the "COMPANY"). Any capitalized terms used in this Amendment No. 6 and not otherwise defined herein shall have the meanings ascribed to such terms in the Original Statement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 Amendment No. 4 and Amendment No. 5. ITEM 4. PURPOSE OF TRANSACTION ITEM 4 IS HEREBY AMENDED AND SUPPLEMENTED BY ADDING THE FOLLOWING: In order to diversify a portion of Sacks' and Schlosberg' holdings through the partnership HRS Holdings, L.P., an affiliate of Sacks and Schlosberg ("HRS Holdings") currently plans to sell up to 200,000 shares of Common Stock over a period of approximately 12 months beginning in January 2006, pursuant to the 10b5-1 sales plan entered into on December 29, 2005 with Deutsche Bank Securities Inc. (the "Sales Plan"). A copy of the Sales Plan is being filed as an exhibit hereto and the foregoing description of the Sales Plan is qualified in its entirety by reference to the Sales Plan. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER ITEM 5 IS HEREBY AMENDED BY DELETING ITEM 5 IN ITS ENTIRETY AND INSERTING IN LIEU THEREOF THE FOLLOWING: (a)-(b) As of the date hereof, the aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is 5,932,258 shares, or 25.2% of the Common Stock. As of the date hereof, Brandon No. 1 and Brandon No. 2 directly beneficially own 326,730 shares, or 1.4%, of the Common Stock and 2,783,334 shares, or 12.3%, of the Common Stock, respectively. Each of Brandon No. 1 and Brandon No. 2 has shared power to vote and dispose of all shares of the Common Stock that are directly beneficially owned by it. As of the date hereof HRS Holdings and Hilrod Holdings L.P. ("Hilrod") directly beneficially own 400,000 shares or 1.8% of the Common Stock and 1,420,000 shares, or 6.3% of the Common Stock, respectively. Each of HRS Holdings and Hilrod has shared power to vote and dispose of all shares of the Common Stock that are directly beneficially owned by it. CUSIP No. 411310105 13D/A Page 9 of 15 Pages As of the date hereof, Sacks beneficially owns an aggregate of 5,470,064 shares, or 23.7%, of the Common Stock, as follows: NATURE OF VOTING AND DISPOSITION POWER WITH NUMBER OF RESPECT SHARES NATURE OF BENEFICIAL OWNERSHIP TO SUCH SHARES - --------- ---------------------------------- ---------------------- 80,000 Direct ownership of shares. Sole power. 460,000 Direct ownership of shares issuable upon the exercise of options to purchase Common Stock which are currently exercisable or exercisable within 60 days hereof. Sole power. 326,730 Indirect ownership through May be deemed to have Brandon No. 1 as one of the shared power by virtue of general partners of Brandon No. 1. his position as one of the general partners of Brandon No. 1. 2,783,334 Indirect ownership through May be deemed to have Brandon No. 2 as one of the shared power by virtue of general partners of Brandon No. 2. his position as one of the general partners of Brandon No. 2. 400,000 Indirect ownership through HRS May be deemed to have Holdings as one of the general shared power by virtue of partners of HRS Holdings. his position as one of the general partners of HRS Holdings. 1,420,000 Indirect ownership through Hilrod May be deemed to have as one of the general partners of shared power by virtue of Hilrod. his position as one of the general partners of Hilrod. CUSIP No. 411310105 13D/A Page 10 of 15 Pages As of the date hereof, Schlosberg beneficially owns an aggregate of 5,392,258 shares, or 23.4%, of the Common Stock, as follows: NUMBER OF NATURE OF VOTING AND SHARES NATURE OF BENEFICIAL OWNERSHIP DISPOSITION POWER - --------- ---------------------------------- -------------------- 2,194 Direct ownership of shares. Sole power. 460,000 Direct ownership of shares issuable upon the exercise of options to purchase Common Stock which are currently exercisable or exercisable within 60 days hereof. Sole power. 326,730 Indirect ownership through May be deemed to have Brandon No. 1 as one of the shared power by virtue of general partners of Brandon his position as one of the No. 1. general partners of Brandon No. 1. 2,783,334 Indirect ownership through May be deemed to have Brandon No. 2 as one of the shared power by virtue of general partners of Brandon his position as one of the No. 2. general partners of Brandon No. 2. 400,000 Indirect ownership through HRS May be deemed to have Holdings as one of the general shared power by virtue of partners of HRS Holdings. his position as one of the general partners of HRS Holdings. 1,420,000 Indirect ownership through Hilrod May be deemed to have as one of the general partners of shared power by virtue of Hilrod. his position as one of the general partners of Hilrod. Percentages calculated in this Schedule 13D with respect to Brandon No. 1, Brandon No. 2, HRS Holdings and Hilrod are based upon an aggregate of 22,607,128 shares of Common Stock outstanding as of December, 30 2005 (the "Aggregate Outstanding Shares"). Percentages calculated in this Schedule 13D with respect to each of Sacks and Schlosberg are based upon the Aggregate Outstanding Shares plus 460,000 shares of Common Stock issuable to such person upon exercise of options to purchase Common Stock. Percentages calculated in this Schedule 13D with respect to the Reporting Persons as a group are based upon the Aggregate Outstanding Shares plus 920,000 shares of Common Stock issuable to the Reporting Persons upon exercise of options to purchase Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the Common Stock held by the other Reporting Persons, except for (a) with respect to Schlosberg (i) 2,194 shares of Common Stock that he beneficially owns directly (ii) 460,000 shares issuable upon the exercise of options to purchase Common Stock which are currently exercisable or exercisable within 60 days hereof (iii) 200,000 shares held by HRS Holdings with respect to the limited partnership interests held by Schlosberg in HRS Holdings and (iv) 710,000 shares held by Hilrod with respect to limited partnership interests held by Schlosberg in Hilrod and (b) with respect to Sacks (i) 80,000 shares of Common Stock that he beneficially owns directly and (ii) 460,000 shares issuable upon the exercise of options to purchase Common Stock which are currently exercisable or exercisable within 60 days hereof (iii) 200,000 shares held by HRS Holdings with respect to the limited partnership interests held by Sacks in HRS Holdings and (iv) 710,000 shares held by Hilrod with respect to limited partnership interests held by Sacks in Hilrod. CUSIP No. 411310105 13D/A Page 11 of 15 Pages c) Following are transactions in the Company's securities effected by the Reporting Persons since the last transaction disclosed in Amendment No. 5: - ----------- --------- --- --------- -------------------------- NUMBER OF SHARES OF COMMON PRICE PER WHERE AND HOW THE DATE STOCK A/D SHARE TRANSACTION WAS EFFECTED - ----------- --------- --- --------- -------------------------- BRANDON NO. 1 - ----------- --------- --- --------- -------------------------- 3/28/05 1,700 D $ 60.00 Shares sold on open market 3/29/05 20,850 D $ 60.00 Shares sold on open market 3/29/05 5,000 D $ 59.80 Shares sold on open market 3/31/05 1,000 D $ 60.27 Shares sold on open market 3/31/05 2,300 D $ 60.26 Shares sold on open market 3/31/05 1,000 D $ 60.25 Shares sold on open market 3/31/05 300 D $ 60.22 Shares sold on open market 3/31/05 300 D $ 60.17 Shares sold on open market 3/31/05 2,600 D $ 60.16 Shares sold on open market 3/31/05 2,100 D $ 60.15 Shares sold on open market 3/31/05 1,790 D $ 60.12 Shares sold on open market 3/31/05 3,100 D $ 60.11 Shares sold on open market 3/31/05 8,650 D $ 60.10 Shares sold on open market 3/31/05 2,450 D $ 60.08 Shares sold on open market 3/31/05 300 D $ 60.07 Shares sold on open market 3/31/05 3,830 D $ 60.06 Shares sold on open market 3/31/05 10,058 D $ 60.05 Shares sold on open market 3/31/05 100 D $ 60.04 Shares sold on open market 3/31/05 3,400 D $ 60.03 Shares sold on open market 3/31/05 4,700 D $ 60.02 Shares sold on open market 3/31/05 100 D $ 60.01 Shares sold on open market 3/31/05 27,892 D $ 60.00 Shares sold on open market 3/31/05 1,100 D $ 59.97 Shares sold on open market 3/31/05 2,100 D $ 59.91 Shares sold on open market 3/31/05 8,856 D $ 59.90 Shares sold on open market 3/31/05 3,461 D $ 59.65 Shares sold on open market 3/31/05 5,420 D $ 59.60 Shares sold on open market 3/31/05 10,000 D $ 59.50 Shares sold on open market 8/8/05 163,365 A N/A Stock dividend issued by the Company BRANDON NO. 2 - ----------- --------- --- --------- -------------------------- 6/30/05 200,000 D N/A Shares distributed to limited partners of Brandon No. 2 in accordance with the terms of its partnership agreement. 8/8/05 1,391,667 A N/A Stock dividend issued by the Company - ----------- --------- --- --------- -------------------------- RODNEY SACKS - ----------- --------- --- --------- -------------------------- 8/8/05 495,000 A N/A Stock dividend issued by the Company CUSIP No. 411310105 13D/A Page 12 of 15 Pages - ----------- --------- --- --------- -------------------------- HILTON SCHLOSBERG - ----------- --------- --- --------- -------------------------- 8/8/05 456,097 A N/A Stock dividend issued by the Company - ---------------------------- * "A" means an acquisition of securities and "D" means a disposition of securities. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 of the Schedule 13D is hereby supplemented by the following: The Sales Plan is incorporated by reference into this Item 6. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Joint Filing Agreement dated January 5, 2006. 2. Advanced Instruction to Sell Common Stock, dated December 29, 2005 between Deutsche Bank Securities Inc. and HRS Holdings, L.P. CUSIP No. 411310105 13D/A Page 13 of 15 Pages SIGNATURES 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. January 5, 2006 BRANDON LIMITED PARTNERSHIP NO. 1 By: /s/ Rodney C. Sacks ----------------------------- Name: Rodney C. Sacks Title: General Partner BRANDON LIMITED PARTNERSHIP NO. 2 By: /s/ Rodney C. Sacks ----------------------------- Name: Rodney C. Sacks Title: General Partner HRS HOLDINGS, L.P. By: /s/ Hilton H. Schlosberg ----------------------------- Name: Hilton H. Schlosberg Title: General Partner HILROD HOLDINGS, L.P. By: /s/ Hilton H. Schlosberg ----------------------------- Name: Hilton H. Schlosberg Title: General Partner /s/ Rodney C. Sacks --------------------------------- RODNEY C. SACKS /s/ Hilton H. Schlosberg --------------------------------- HILTON H. SCHLOSBERG CUSIP No. 411310105 13D/A Page 14 of 15 Pages EXHIBIT INDEX 1. Joint Filing Agreement dated January 5, 2006. 2. Advanced Instruction to Sell Common Stock, dated December 29, 2005 between Deutsche Bank Securities Inc. and HRS Holdings, L.P. EX-99 2 exhibit_1.txt EXHIBIT 1 CUSIP No. 411310105 13D/A Page 15 of 15 Pages EXHIBIT 1 JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party. Dated as of January 5, 2006 BRANDON LIMITED PARTNERSHIP NO. 1 By: /s/ Rodney C. Sacks ----------------------------- Name: Rodney C. Sacks Title: General Partner BRANDON LIMITED PARTNERSHIP NO. 2 By: /s/ Rodney C. Sacks ----------------------------- Name: Rodney C. Sacks Title: General Partner HRS HOLDINGS, L.P. By: /s/ Hilton H. Schlosberg ----------------------------- Name: Hilton H. Schlosberg Title: General Partner HILROD HOLDINGS, L.P. By: /s/ Hilton H. Schlosberg ----------------------------- Name: Hilton H. Schlosberg Title: General Partner /s/ Rodney C. Sacks --------------------------------- RODNEY C. SACKS /s/ Hilton H. Schlosberg --------------------------------- HILTON H. SCHLOSBERG EX-99 3 exhibit_2.txt EXHIBIT 2 EXHIBIT 2 ADVANCED INSTRUCTION TO SELL COMMON STOCK TO: DEUTSCHE BANK SECURITIES INC. ("DBSI"), ACTING IN ITS INDIVIDUAL CAPACITY AND/OR AS AGENT FOR DEUTSCHE BANK AG, LONDON BRANCH ("DBAG") DATED: DECEMBER 28, 2005 ACCOUNT NUMBER: I am a holder of shares, or options to acquire shares, of the common stock of Hansen Natural Corporation (the "Company" and the "Shares"). I would like to sell Shares in order to diversify my portfolio pursuant to this instruction (the "Instruction"). I also wish to take advantage of SEC Rule 10b5-1, which provides for an affirmative defense from insider trading liability for purchases and sales effected pursuant to a contract, instruction or plan entered into when a person is not aware of any material nonpublic information. I have confirmed with my own legal advisors and with corporate counsel that I am eligible to sell under the safe harbor provisions, understand my ongoing obligations under such provisions, and am not relying upon any advice of DBSI or its affiliates with regard thereto. While this Instruction is in effect, I agree not to enter into or alter any corresponding or hedging transaction or position with respect to the securities covered by this Instruction and agree not to alter or deviate from, or attempt to exercise any influence over how, when or whether transactions are executed pursuant to, the terms of this Instruction. I hereby instruct DBSI to sell up to 200,000 Shares in the days in which the primary market for the Company's stock is open in accordance with the conditions set out below. This Instruction shall be valid and binding for the period from January 1, 2006 to December 31, 2006, inclusive, and may not be revoked unless in writing, which revocation shall be effective 2 business days after it is received by DBSI or DBAG, as appropriate, pursuant to the contact information listed below. I wish to sell Shares using a Variable Delivery Forward contract (the "VDF"). In connection therewith, I have executed, or will execute before this instruction shall be deemed effective, a Forward Purchase Contract, and the associated Pledge and Security Annex and Account Control Agreement (the "VDF Contract") with DBAG. This letter constitutes an offer by me to DBAG to enter into a VDF upon the terms listed in the VDF Contract and the following terms: 1. A maximum of 200,000 Shares may be sold under the following conditions: a) If the stock price is equal to at least $85.00, I wish to sell one-half (50%) of my then available Shares (available Shares equals the then current number of Shares net of any previous outright sales under this plan). b) If the stock price is equal to or greater than $88.00, I wish to sell all of my then available Shares (available Shares equals the then current number of Shares net of any sales under trigger (a) and/or previous outright sales under this plan). 2. No fewer than 25,000 Shares may be sold in a VDF sale. 3. If, at any time, the quantity of Shares to be sold in 1 would cause me to exceed the volume limitations as provided under Rule 144 of the Exchange Act, as determined by DBSI in its sole discretion, DBSI shall cease any sales until such time that the Shares to be sold under this Instruction would not exceed the volume limitations of Rule 144, as determined by DBSI in its sole discretion. 4. The Floor Level shall be equal to 100%. 5. The Threshold Level shall equal 130%. 6. The Valuation Dates of each VDF shall begin 1 year from Trade Date and continue for the next two trading days, with a third of the VDF expiring on each date. 7. The Purchase Price or advance rate of each VDF shall not be less than 87.50%. 8. Notwithstanding the terms contained herein, DBAG may accept or reject any offer in whole or in part and shall have sole discretion as to the number of VDFs executed, the Trade Date of each VDF, and the number of Shares allocated to each VDF. If the above conditions cannot be met, I wish to sell outright up to 150,000 shares per calendar month, up to a total of 200,000 Shares upon the following terms: 1. If the stock price is equal to at least $86, sell up to 25,000 shares. 2. If the stock price is equal to at least $87, sell up to an additional 25,000 shares. 3. If the stock price is equal to at least $89, sell up to an additional 25,000 shares. 4. If the stock price is equal to at least $91, sell up to an additional 25,000 shares. 5. If the stock price is equal to at least $93, sell up to an additional 25,000 shares. 6. If the stock price is equal to at least $95, sell up to an additional 25,000 shares. 7. If, at any time, the quantity of Shares to be sold in 1, 2, 3, 4, 5, or 6 would cause me to exceed the volume limitations as provided under Rule 144 of the Exchange Act, as determined by DBSI in its sole discretion, DBSI shall cease any sales until such time that the Shares to be sold under this Instruction would not exceed the volume limitations of Rule 144, as determined by DBSI in its sole discretion. 8. Notwithstanding the terms contained herein, DBAG may accept or reject any offer in whole or in part and shall have sole discretion as to the timing and the number of shares sold. Any and all representations in the VDF Contracts and the VDF confirmation are incorporated herein and made as of the date hereof, and such representations shall be deemed repeated each day that this Instruction is in effect. Once the conditions above have been met I shall be responsible for performance under the VDF Contract and the VDF confirmation (which confirmation I agree to execute and return promptly) to the extent DBAG has executed any VDFs. You are authorized to make deliveries of securities and payment of moneys in accordance with your normal practice. All Shares to be sold shall have been previously deposited into my account, and you shall not be required to follow this Instruction if Shares are not present in my account (or acceptable arrangements to deliver option Shares have not been made) prior to the dates on which sales shall occur. The share amount listed above shall be increased or decreased to reflect stock splits or any other event with dilutive or concentrative effects should they occur. I understand that I shall be responsible to arrange for any filings that may be required under applicable law (e.g., Form 144, Schedule 13D, and Forms 4 and 5), and that I may be subject to the short swing profit rules contained in Section 16 of the Securities Exchange Act of 1934. This authorization does not otherwise relieve me of any responsibilities hereunder or under any applicable law. All sales shall be effected in your normal fashion in accordance with your terms and conditions for my account and risk. You may act as principal in any transaction hereunder. I hereby ratify and confirm any and all transactions with you in accordance with this Instruction. I also agree to indemnify and hold DBSI and its affiliates harmless from and to pay DBSI and its affiliates promptly on demand any and all losses arising from its reasonable interpretation and performance of this Instruction. DBSI and its affiliates shall not be liable for the taking of any action or the omission to take any action hereunder except for actions or omissions that are a result of bad faith and gross negligence. I am not presently aware of any material nonpublic information regarding the Company or its common stock, and covenant that I will not discuss or otherwise disclose material nonpublic information to my investment representative or any other of your personnel responsible for carrying out this Instruction. I certify that this Instruction does not violate or conflict with any law, regulation, employment plan, policy, contract, judgment, order, decree or undertaking applicable to me or to which I am a party, and agree to notify you if this representation is no longer accurate. This Instruction shall be governed by the laws of New York. This Instruction shall not be effective until DBSI or DBAG, as appropriate, confirms its acceptance in writing by signing below. DBSI or DBAG may decline to act hereunder in their sole discretion upon reasonable notice. /s/ Hilton H. Schlosberg 12/29/05 -------------------------- ------------ HRS HOLDINGS DATE HILTON H. SCHLOSBERG - -------------------------------------------------------------------------------- Accepted Deutsche Bank AG London c/o Deutsche Bank Securities Inc. 60 Wall Street MS NYC60-0447 New York, NY 10005 212-250-4940 phone 732-578-2641 fax /s/ Steve Perricone - ------------------------------- By: /s/ Jeremy Levine - ------------------------------- By: -----END PRIVACY-ENHANCED MESSAGE-----