UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AUTHENTIC SPECIALTY FOODS, INC.
---------------------------------------
(Name of Issuer)
Common Stock, $1.00 par Value
-----------------------------------
(Title of Class of Securities)
05266E107
---------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
---------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 4, 1997
-------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
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).
Continued on following page(s)
Page 1 of 19 Pages
- -----------------
* Initial filing with respect to White Rock Capital Partners, L.P. and
White Rock Capital Management, L.P.
<PAGE>
Page 2 of 19 Pages
SCHEDULE 13D
CUSIP No. 05266E107
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
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
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
404,500\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
5.19%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
1. See Item 5.
<PAGE>
Page 3 of 19 Pages
SCHEDULE 13D
CUSIP No. 05266E107
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
George Soros (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
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
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
404,500\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
5.19%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------------
1. See Item 5.
<PAGE>
Page 4 of 19 Pages
SCHEDULE 13D
CUSIP No. 05266E107
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Stanley F. Druckenmiller (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
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
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
404,500\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
5.19%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
1. See Item 5.
<PAGE>
Page 5 of 19 Pages
SCHEDULE 13D
CUSIP No. 05266E107
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
White Rock Capital, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Texas
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 19 Pages
SCHEDULE 13D
CUSIP No. 05266E107
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
White Rock Capital Partners, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
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
Texas
7 Sole Voting Power
Number of 38,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 38,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
38,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
.49%
14 Type of Reporting Person*
PN; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 19 Pages
SCHEDULE 13D
CUSIP No. 05266E107
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
White Rock Capital Management, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Texas
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 482,500
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
482,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
482,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
6.20%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 19 Pages
SCHEDULE 13D
CUSIP No. 05266E107
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
White Rock Capital, Inc.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Texas
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 482,500
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
482,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
482,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
6.20%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 19 Pages
SCHEDULE 13D
CUSIP No. 05266E107
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Thomas U. Barton
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
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
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 482,500
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
482,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
482,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
6.20%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 19 Pages
SCHEDULE 13D
CUSIP No. 05266E107
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Joseph U. Barton
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
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
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 482,500
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
482,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
482,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
6.20%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 19 Pages
This Amendment No. 1 to Schedule 13D relates to shares of Common
Stock, $1.00 par value per share (the "Shares"), of Authentic Specialty Foods,
Inc. (the "Issuer"). This Amendment No. 1 supplementally amends the initial
statement on Schedule 13D dated September 3, 1997, filed by certain of the
Reporting Persons (as defined herein) (the "Initial Statement"). This Statement
constitutes an initial filing to Schedule 13D for White Rock Partners (as
defined herein) and White Rock Management (as defined herein). This Amendment
No. 1 is being filed by the Reporting Persons to report the recent acquisition
of Shares for the accounts of certain of the Reporting Persons, as a result of
which the percentage of Shares of which certain of the Reporting Persons may be
deemed to be the beneficial owner has increased by more than one percent.
Item 2. Identity and Background.
This Statement is filed on behalf of Soros Fund Management LLC, a
Delaware limited liability company ("SFM LLC"), Mr. George Soros ("Mr. Soros"),
Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"), White Rock Capital, L.P., a
Texas limited partnership ("White Rock"), White Rock Capital Partners, L.P., a
Texas limited partnership ("White Rock Partners"), White Rock Capital
Management, L.P., a Texas limited partnership ("White Rock Management"), White
Rock Capital, Inc., a Texas corporation ("White Rock, Inc."), Thomas U. Barton
and Joseph U. Barton (collectively, the "Reporting Persons").
This Statement on Schedule 13D relates to Shares that were acquired by
White Rock and White Rock Management on behalf of certain institutional clients
(the "White Rock Clients"), including Quantum Partners/1/ (as defined below) and
Collins Capital Diversified Fund, L.P., a Delaware limited partnership ("Collins
Capital"). As set forth below, White Rock Management is the successor to White
Rock as investment advisor to Quantum Partners with respect to the Shares.
Pursuant to a Novation Letter dated October 1, 1997, White Rock Management is
the successor to White Rock as investment advisor to Collins Capital with
respect to the Shares (the "Collins Capital Letter"). Accordingly, White Rock no
longer may be deemed the beneficial owner of any Shares. This Statement also
relates to Shares held for the accounts of White Rock Partners.
SFM LLC has its principal office at 888 Seventh Avenue, 33rd Floor,
New York, New York 10106. The business of SFM LLC is managed through a
Management Committee (the "Management Committee") comprised of Mr. Soros, Mr.
Druckenmiller and Mr. Gary Gladstein. Its principal business is to serve,
pursuant to contract, as the principal investment manager to several foreign
investment companies (the "SFM Clients"), including Quantum Fund (as defined
herein) and Quantum Partners, the principal operating subsidiary of Quantum
Fund. SFM LLC has been granted investment discretion over portfolio investments,
including the Shares, held for the account of Quantum Partners LDC, a Cayman
Islands exempted limited duration company ("Quantum Partners") and Quantum Fund
N.V., a Netherlands Antilles company ("Quantum Fund"). Each of Quantum Fund and
Quantum Partners has its principal office at Kaya Flamboyan 9, Willemstad,
Curacao, Netherlands Antilles. SFM LLC's contracts with the SFM Clients
generally provide that SFM LLC is responsible for designing and implementing the
SFM Clients' overall investment strategies; for conducting direct portfolio
management strategies to the extent that SFM LLC determines that it is
- --------
/1/ Effective as of the close of business on September 30, 1997 pursuant
to the SFM Letter (as defined below), all rights and obligations of
Quasar International Partners C.V., a Netherlands Antilles limited
partnership ("Quasar Partners"), with respect to the Shares pursuant
to the White Rock Contract (as defined below) were assigned to, and
assumed by, Quantum Partners and all transactions effected at the
discretion of White Rock Management after September 30, 1997 were made
for the account of Quantum Partners, as reported herein.
<PAGE>
Page 12 of 19 Pages
appropriate to utilize its own portfolio management capabilities; for selecting,
evaluating and monitoring other investment advisors who manage separate
portfolios on behalf of the SFM Clients; and for allocating and reallocating the
SFM Clients' assets among the outside managers and itself. In connection
therewith, Quasar Partners had granted investment discretion to White Rock
Management pursuant to an investment advisory contract between Quasar Partners
and White Rock Management (the "White Rock Contract"). Pursuant to a Novation
Letter dated September 29, 1997, between Quasar Partners, Quantum Partners and
White Rock Management, White Rock Management is the successor to White Rock as
investment advisor to Quasar Partners, and Quantum Partners is the successor to
Quasar Partners with respect to the Shares (the "SFM Letter"). The Shares
currently held for the account of Quantum Partners were acquired at the
direction of White Rock Management, and none of SFM LLC, Mr. Soros and Mr.
Druckenmiller currently exercises voting or dispositive power over the Shares.
Mr. Soros, as Chairman of SFM LLC, has the ability to direct the
investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the Shares held for the account of Quantum Partners. Mr.
Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the ability to direct
the investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the Shares held for the account of Quantum Partners. Set forth
in Annex A hereto and incorporated by reference in response to this Item 2 and
elsewhere in this Schedule 13D as applicable is a list of the Managing Directors
of SFM LLC.
The principal occupation of Mr. Soros, a United States citizen, is his
direction of the activities of SFM LLC, which is carried out in his capacity as
Chairman of SFM LLC at SFM LLC's principal office.
The principal occupation of Mr. Druckenmiller, a United States
citizen, is his position as Lead Portfolio Manager and a Member of the
Management Committee of SFM LLC, which is carried out at SFM LLC's principal
office.
Pursuant to regulations promulgated under Section 13(d) of the Act,
SFM LLC, Mr. Soros, in his capacity as Chairman of SFM LLC, and Mr.
Druckenmiller, in his capacity as Lead Portfolio Manager of SFM LLC, each may be
deemed a beneficial owner of the Shares held for the account of Quantum Partners
as a result of the contractual authority of SFM LLC to exercise voting and
dispositive power with respect to such Shares.
Collins Capital is a limited partnership whose primary business is to
serve as a fund-to-fund manager, placing partnership assets under the
discretionary direction of outside managers. In connection therewith, Collins
Capital entered into an agreement with Thomas U. Barton and Joseph U. Barton of
White Rock, dated December 22, 1994, pursuant to which Thomas U. Barton and
Joseph U. Barton were appointed to manage the securities trading portfolio of
Collins Capital. The principal business address of Collins Capital is 3131
Turtle Creek Boulevard, Suite 888, Dallas, Texas 75219.
The general partner of White Rock Partners is White Rock Capital
Management, L.P., the general partner of which is White Rock, Inc. Each of White
Rock Partners, White Rock Management and White Rock, Inc. is engaged in the
investment and investment management business. Thomas U. Barton and Joseph U.
Barton, both of whom are United States citizens, are the shareholders of White
Rock, Inc. The principal occupation of each of Thomas U. Barton and Joseph U.
Barton is their position as the general partners of White Rock at White Rock's
principal office. The principal business address of each of White Rock Partners,
White Rock Management, White Rock, Inc., Thomas U. Barton and Joseph U. Barton
is 3131 Turtle Creek Boulevard, Suite 800, Dallas, Texas 75219.
<PAGE>
Page 13 of 19 Pages
During the past five years, none of the Reporting Persons, Quantum
Partners, Collins Capital and, to the best of the Reporting Persons' knowledge,
any other person identified in response to this Item 2 has been (a) convicted in
a criminal proceeding, or (b) a party to any civil proceeding as a result of
which he has been subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to such laws.
The Reporting Persons are making this single, joint filing pursuant to
Rule 13d-1(f) of Regulation 13D-G under the Securities Exchange Act of 1934, as
amended (the "Act"); however, neither the fact of this filing nor any
information contained herein shall be deemed to be an admission by any of the
Reporting Persons that a group exists within the meaning of Section 13(d)(3) of
the Act.
Information contained herein concerning SFM LLC, Mr. Soros, Mr.
Druckenmiller and Quantum Partners has been provided by SFM LLC. None of White
Rock, White Rock Partners, White Rock Management, White Rock, Inc., Thomas U.
Barton and Joseph U. Barton assume responsibility for such information.
Information contained herein concerning White Rock, White Rock Partners, White
Rock Management, White Rock, Inc., Collins Capital, Thomas U. Barton and Joseph
U. Barton has been provided by White Rock. SFM LLC, Mr. Soros and Mr.
Druckenmiller assume no responsibility for such information.
Item 3. Source and Amount of Funds or Other Consideration.
White Rock Management expended approximately $481,375 of the working
capital of Quantum Partners to purchase the Shares reported herein as being
acquired within the last 60 days. White Rock Management expended approximately
$399,488 of the working capital of White Rock Partners to purchase the Shares
reported herein as being acquired within the last 60 days.
The Shares (and securities derivative thereof) held for the accounts
of Quantum Partners, other SFM Clients, Collins Capital, White Rock Partners,
Thomas U. Barton and Joseph U. Barton may be held through margin accounts
maintained with brokers, which extend margin credit as and when required to open
or carry positions in their margin accounts, subject to applicable federal
margin regulations, stock exchange rules and such firm's credit policies. The
Shares which may be held in the margin accounts are pledged as collateral
security for the repayment of debit balances in the respective accounts.
Item 5. Interest in Securities of the Issuer.
(a) (i) As a consequence of SFM LLC's ability to terminate the White
Rock Contract with respect to all investments, including those involving the
Shares, and acquire voting and dispositive power over the Shares within 60 days,
notwithstanding the fact that none of SFM LLC, Mr. Soros and Mr. Druckenmiller
currently exercises such power, SFM LLC, Mr. Soros and Mr. Druckenmiller may be
deemed the beneficial owner of the 404,500 Shares held for the account of
Quantum Partners (approximately 5.19% of the total number of Shares
outstanding).
(ii) White Rock may be deemed the beneficial owner of 0 Shares.
(iii)Each of White Rock Management, White Rock, Inc., Thomas U.
Barton and Joseph U. Barton may be deemed the beneficial owner of 482,500 Shares
(approximately 6.20% of the total number of Shares outstanding). This number
<PAGE>
Page 14 of 19 Pages
consists of (1) 404,500 Shares held for the account of Quantum Partners, (2)
40,000 Shares held for the account of Collins Capital and (3) 38,000 Shares held
for the account of White Rock Partners.
(iv) White Rock Partners may be deemed the beneficial owner of
the 38,000 Shares held for its account (approximately .49% of the total number
of Shares outstanding).
(b) (i) Each of White Rock Management (pursuant to the SFM Letter),
White Rock, Inc. (as the general partner of White Rock Management), Thomas U.
Barton (as a shareholder of White Rock, Inc.) and Joseph U. Barton (as a
shareholder of White Rock, Inc.) is currently vested with shared power to direct
the voting and disposition of the 404,500 Shares held for the account Quantum
Partners. SFM LLC has the contractual authority on behalf of Quantum Partners to
terminate the White Rock Contract within 60 days and, as a result, SFM LLC, Mr.
Soros and Mr. Druckenmiller may be deemed to have the ability to acquire the
voting and dispositive power held by White Rock with respect to the 404,500
Shares.
(ii) Each of White Rock Management (pursuant to the Collins
Capital Letter), White Rock, Inc. (as the general partner of White Rock
Management), Thomas U. Barton (as a shareholder of White Rock, Inc.) and Joseph
U. Barton (as a shareholder of White Rock, Inc.) is currently vested with shared
power to direct the voting and disposition of the 40,000 Shares held for the
account of Collins Capital.
(iii)Each of White Rock Management (as the general partner of
White Rock Partners), White Rock, Inc. (as the general partner of White Rock
Management), Thomas U. Barton (as a shareholder of White Rock, Inc.) and Joseph
U. Barton (as a shareholder of White Rock, Inc.) may be deemed to have shared
power to direct the voting and disposition of the 38,000 Shares held for the
account of White Rock Partners.
(iv) White Rock Partners has the sole power to direct the voting
and disposition of the 38,000 Shares held for its account.
(c) Except for the transactions disclosed on Annex B hereto, all
of which were effected in the over-the-counter market in routine brokerage
transactions, there have been no transactions with respect to the Shares since
October 12, 1997 (60 days prior to the date hereof) by any of the Reporting
Persons, Collins Capital or Quantum Partners.
(d) (i) The shareholders of Quantum Partners, including Quantum Fund,
have the right to participate in the receipt of dividends from, or proceeds from
the sale of, the Shares, held for the account of Quantum Partners in accordance
with their ownership interests in Quantum Partners.
(ii) The partners of Collins Capital have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held by Collins Capital in accordance with their partnership interests in
Collins Capital.
(iii)The partners of White Rock Partners have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held by White Rock Partners in accordance with their partnership
interests in White Rock Partners.
(e) White Rock ceased to be a beneficial owner of more than 5%
of the outstanding Shares on September 29, 1997.
<PAGE>
Page 15 of 19 Pages
Each of SFM LLC, Mr. Soros and Mr. Druckenmiller expressly disclaims
beneficial ownership of any Shares (or securities derivative thereof) not held
for the account of Quantum Partners or the other SFM Clients. Each of White Rock
Management and White Rock, Inc., Thomas U. Barton and Joseph U. Barton expressly
disclaims beneficial ownership of any Shares (or securities derivative thereof)
not held for the accounts of the White Rock Clients or White Rock Partners.
White Rock Partners expressly disclaims beneficial ownership of any Shares not
held for its personal account.
Item 6. Contracts, Arrangements, Understandings in Relationship with Respect
to Securities of the Issuer.
From time to time, each of the Reporting Persons, Collins Capital,
Quantum Partners and/or other SFM Clients may lend portfolio securities to
brokers, banks or other financial institutions. These loans typically obligate
the borrower to return the securities, or an equal amount of securities of the
same class, to the lender and typically provide that the borrower is entitled to
exercise voting rights and to retain dividends during the term of the loan. From
time to time to the extent permitted by applicable laws, each of such persons or
entities may borrow the Shares for the purpose of effecting, and may effect,
short sale transactions, and may purchase securities for the purpose of closing
out short positions in such securities.
Except as set forth herein, the Reporting Persons, Collins Capital,
Quantum Partners and/or the other SFM Clients do not have any contracts,
arrangements, understandings or relationships with respect to any securities of
the Issuer.
<PAGE>
Page 16 of 19 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: December 11, 1997 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
WHITE ROCK CAPITAL, L.P.
By: /S/ THOMAS U. BARTON
----------------------------------
Thomas U. Barton
General Partner
<PAGE>
Page 17 of 19 Pages
WHITE ROCK CAPITAL PARTNERS, L.P.
By: White Rock Capital Management, L.P.
Its General Partner
By: White Rock Capital, Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
------------------------
Thomas U. Barton
President
WHITE ROCK CAPITAL MANAGEMENT. L.P.
By: White Rock Capital Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
-----------------------------
Thomas U. Barton
President
WHITE ROCK CAPITAL, INC.
By: /S/ THOMAS U. BARTON
----------------------------------
Thomas U. Barton
President
/S/ THOMAS U. BARTON
---------------------------------------
Thomas U. Barton
/S/ JOSEPH U. BARTON
---------------------------------------
Joseph U. Barton
<PAGE>
Page 18 of 19 Pages
ANNEX A
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC:
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
Jeffrey L. Feinberg
Arminio Fraga
David Gerstenhaber
Gary Gladstein
Ron Hiram
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
John Zwaanstra
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
To the best of the Reporting Persons' knowledge:
(a) None of the above persons holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
<TABLE>
<CAPTION>
Page 19 of 19 Pages
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
AUTHENTIC SPECIALTY FOODS, INC.
Date of Nature of Number of Price Per
For the Account of Transaction Transaction Shares Share
- ------------------ ----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Quantum Partners/1/ 10/30/97 Buy 5,000 $10.925
10/31/97 Buy 4,500 $12.10
11/06/97 Buy 15,000 $11.00
11/26/97 Buy 5,000 $10.21
12/04/97 Buy 15,000 $10.417
White Rock Partners/1/ 10/30/97 Buy 5,000 $10.925
10/31/97 Buy 3,000 $12.10
11/19/97 Buy 10,000 $10.125
11/26/97 Buy 5,000 $10.213
12/04/97 Buy 15,000 $10.417
- -----------------------
/1/ Transactions effected at the direction of White Rock Capital Management, L.P.
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