CELESTIAL SEASONINGS INC
8-K, 1998-08-20
MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                  -------------


                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                Date of Report (Date of earliest event reported):
                                August 20, 1998



                              CELESTIAL SEASONINGS, INC.
               (Exact name of registrant as specified in charter)



          Delaware                     0-22018                84-1097571
 (State or other jurisdiction   (Commission File Number)     (IRS Employer
       of incorporation)                                   Identification No.)



4600 Sleepytime Drive, Boulder, Colorado                        80301-3292
(Address of principal executive offices)                        (Zip Code)



    Registrant's telephone number, including area code (303) 530-5300



                                 Not Applicable
          (Former name or former address, if changed since last report)




<PAGE>


Item 5.  Other Events.

On August 20, 1998, the Registrant  issued a press release  announcing  that the
Registrant's  Board of  Directors  had  declared a 100%  common  stock  dividend
payable on September  25, 1998 to  stockholders  of record as of  September  11,
1998.  The press  release is attached  hereto as Exhibit  99.1 and  incorporated
herein in its entirety by this reference.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits

Item       Exhibit

99.1        Press Release issued by the Registrant on August 20, 1998.


                                    * * * * *


<PAGE>


                                    SIGNATURE


Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                     CELESTIAL SEASONINGS, INC.
                                            (Registrant)



August 20, 1998
                                      /s/Darrell F. Askey
                                      Darrell F. Askey,
                                      Vice President and Chief Financial Officer






<PAGE>



  Exhibit 99.1

                              FOR IMMEDIATE RELEASE


                            CONTACT: Darrell F. Askey
                            Vice President - Finance
                                  303-581-1224

                         CELESTIAL SEASONINGS DECLARES A
                           100% COMMON STOCK DIVIDEND


  BOULDER,  COLORADO -- (August 20, 1998) -- Celestial Seasonings (Nasdaq: CTEA)
  announced  today that its board of directors has declared a two-for-one  stock
  split in the form of a 100% common stock dividend.  The dividend is payable on
  September 25, 1998 to  stockholders  of record as of September  11, 1998.  The
  company  has  approximately   4,151,000  shares   outstanding  and  will  have
  approximately 8,302,000 shares outstanding after the stock dividend.


  Celestial  Seasonings,  Inc.  is the  largest  manufacturer  and  marketer  of
  specialty hot teas in the United  States.  The company makes  Sleepytime(R)  -
  America's favorite herb tea - and over 50 other unique blends, including Lemon
  Zinger(R),  Red  Zinger(R),  Strawberry  Kiwi and Tension  Tamer(R),  that are
  delicious hot or iced.


 



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