CUSIP NO.

431571108

13G

Page 1 of 6

 

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

 

HILLENBRAND, INC.

 

(Name of Issuer)

 

 

Common Stock, without par value

 

 

(Title of Class of Securities)

 

 

431571108

 

(CUSIP Number)

 

 

December 31, 2009

 

(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)

 

o

Rule 13d-1(c)

 

o

Rule 13d-1(d)

 

 

*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 the

 

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 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).

 

 


 

 

CUSIP NO.

431571108

13G

Page 2 of 6

 

 

1.

NAMES OF REPORTING PERSONS.

 

 

Franklin Mutual Advisers, LLC

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

 

(b)

X

 

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

 

5.

SOLE VOTING POWER

 

 

(See Item 4)

 

 

6.

SHARED VOTING POWER

 

 

(See Item 4)

 

 

7.

SOLE DISPOSITIVE POWER

 

 

(See Item 4)

 

 

8.

SHARED DISPOSITIVE POWER

 

 

(See Item 4)

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

3,388,360

 

 

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

CERTAIN SHARES o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

5.5%

 

 

12.

TYPE OF REPORTING PERSON

 

 

IA, OO (See Item 4)

 

 


 

 

CUSIP NO.

431571108

13G

Page 3 of 6

 

 

Item 1.

 

 

(a)

Name of Issuer

 

 

HILLENBRAND, INC.

 

 

(b)

Address of Issuer's Principal Executive Offices

 

 

One Batesville Boulevard

 

Batesville, IN 47006

 

 

 

Item 2.

 

 

(a)

Name of Person Filing

 

 

Franklin Mutual Advisers, LLC

 

 

(b)

Address of Principal Business Office or, if none, Residence

 

 

101 John F. Kennedy Parkway

 

Short Hills, NJ 07078-2789

 

 

(c)

Citizenship

 

 

Delaware

 

 

(d)

Title of Class of Securities

 

 

Common Stock, without par value

 

 

(e)

CUSIP Number

 

 

431571108

 


 

 

CUSIP NO.

431571108

13G

Page 4 of 6

 

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing

 

is a:

 

(a)

o Broker or dealer registered under section 15 of the Act (15

U.S.C.

 

78o).

 

(b)

o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.

 

78c).

 

(d)

o Investment company registered under section 8 of the Investment Company Act of 1940

 

(15 U.S.C 80a -8).

 

(e)

x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 

(f)

o An employee benefit plan or endowment fund in accordance with

 

§240.13d-1(b)(1)(ii)(F);

 

(g)

o A parent holding company or control person in accordance with

 

§240.13d-1(b)(1)(ii)(G);

 

(h)

o A savings associations as defined in Section 3(b) of the Federal Deposit

 

Insurance Act (12 U.S.C. 1813);

 

(i)

o A church plan that is excluded from the definition of an investment

 

company under section 3(c)(14) of the Investment Company Act of 1940 (15

 

U.S.C. 80a-3);

 

(j)

o A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J);

 

 

(k)

o Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify

 

the type of institution

 

 

Item 4.

Ownership

 

 

The securities reported herein (the “Securities”) are beneficially owned by one or more open-end investment companies or

 

other managed accounts which, pursuant to investment management contracts, are managed by Franklin Mutual

 

Advisers, LLC ("FMA"), an indirect wholly owned subsidiary of Franklin Resources, Inc. ("FRI"). Such investment

 

management contracts grant to FMA all investment and voting power over the securities owned by such investment

 

management clients. Therefore, FMA may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial

 

owner of the Securities.

 

 

Beneficial ownership by investment management subsidiaries and other affiliates of FRI is being reported in conformity

 

with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) relating to organizations,

 

such as FRI, where related entities exercise voting and investment powers over the securities being reported

 

independently from each other. The voting and investment powers held by FMA are exercised independently from FRI

 

(FMA’s parent holding company) and from all other investment management subsidiaries of FRI (FRI, its affiliates and

 

investment management subsidiaries other than FMA are, collectively, “FRI affiliates”). Furthermore, internal policies and

 

procedures of FMA and FRI establish informational barriers that prevent the flow between FMA and the FRI affiliates of

 

information that relates to the voting and investment powers over the securities owned by their respective investment

 

management clients. Consequently, FMA and the FRI affiliates report the securities over which they hold investment and

 

voting power separately from each other for purposes of Section 13 of the Act.

 

 

Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in excess of 10% of the

 

outstanding common stock of FRI and are the principal stockholders of FRI. However, because FMA exercises voting

 

and investment powers on behalf of its investment management clients independently of FRI, the Principal

 

Shareholders, and their respective affiliates, beneficial ownership of the securities being reported by FMA is being

 

attributed only to FMA. FMA disclaims any pecuniary interest in any of the Securities. In addition, the filing of this

 

Schedule 13G on behalf of FMA should not be construed as an admission that it is, and it disclaims that it is, the

 

beneficial owner, as defined in Rule 13d-3, of any of the Securities.

 

 


 

 

CUSIP NO.

431571108

13G

Page 5 of 6

 

 

Furthermore, FMA believes that it is not a "group" with FRI, the Principal Shareholders, or their respective affiliates

 

within the meaning of Rule 13d-5 under the Act and that none of them are otherwise required to attribute to each

 

other the beneficial ownership of the Securities held by any of them or by any persons or entities for whom or for

 

which FMA or the FRI affiliates provide investment management services.

 

 

(a)

Amount beneficially owned:

 

 

3,388,360

 

 

(b)

Percent of class:

 

 

5.5%

 

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote

 

 

Franklin Mutual Advisers, LLC:

3,388,360

 

 

(ii)

Shared power to vote or to direct the vote

 

 

0

 

(iii)

Sole power to dispose or to direct the disposition of

 

 

Franklin Mutual Advisers, LLC:

3,388,360

 

 

(iv)

Shared power to dispose or to direct the disposition of

 

 

0

 

 

Item 5.

Ownership of Five Percent or Less of a Class

 

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has

 

ceased to be the beneficial owner of more than five percent of the class of securities, check the

 

following o.

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

 

The clients of Franklin Mutual Advisers, LLC, including investment companies registered under the

 

Investment Company Act of 1940 and other managed accounts, have the right to receive or power to

 

direct the receipt of dividends from, and the proceeds from the sale of, the Securities.

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By

 

the Parent Holding Company

 

 

Not Applicable

 

 

Item 8.

Identification and Classification of Members of the Group

 

 

Not Applicable

 

 

Item 9.

Notice of Dissolution of Group

 

 

Not Applicable

 

 


 

 

CUSIP NO.

431571108

13G

Page 6 of 6

 

 

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 are 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.

 

Dated:

January 15, 2010

 

 

Franklin Mutual Advisers, LLC

 

 

 

 

By:

/s/BRADLEY D. TAKAHASHI

 

---------------------------------------------------

 

Bradley D. Takahashi

 

Vice President of Franklin Mutual Advisers, LLC