UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
August 28, 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 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 disclosure
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).
Continued on following page(s)
Page 1 of 22 Pages
Exhibit Index: Page 18
<PAGE>
Page 2 of 22 Pages
SCHEDULE 13D
CUSIP No. 05266E107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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
360,000/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.01%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
/1/ See Item 5.
<PAGE>
Page 3 of 22 Pages
SCHEDULE 13D
CUSIP No. 05266E107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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
360,000/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.01%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------------
/1/ See Item 5.
<PAGE>
Page 4 of 22 Pages
SCHEDULE 13D
CUSIP No. 05266E107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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
360,000/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.01%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
/1/ See Item 5.
<PAGE>
Page 5 of 22 Pages
SCHEDULE 13D
CUSIP No. 05266E107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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*
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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 400,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
400,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
400,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
5.57%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 22 Pages
SCHEDULE 13D
CUSIP No. 05266E107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
White Rock Capital (Texas), Inc.
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 10,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 10,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
.14%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 22 Pages
SCHEDULE 13D
CUSIP No. 05266E107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 410,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
410,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
410,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
5.71%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 22 Pages
SCHEDULE 13D
CUSIP No. 05266E107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 410,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
410,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
410,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
5.71%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 22 Pages
This Statement on Schedule 13D relates to shares of Common Stock,
$1.00 par value per share (the "Shares"), of Authentic Specialty Foods, Inc.
(the "Issuer"). This Statement is being filed by the Reporting Persons (as
defined herein) to report recent acquisitions of Shares of the Issuer as a
result of which certain of the Reporting Persons may be deemed to be the
beneficial owners of more than 5% of the outstanding Shares.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the
principal executive offices of the Issuer is 1313 Avenue R, Grand Prairie, Texas
75050.
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 (Texas), Inc.,
d.b.a. White Rock Capital. Inc., a Texas corporation ("WR Texas"), 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 on
behalf of certain institutional clients (the "White Rock Clients"), including
Quasar International Partners C.V., a Netherlands Antilles limited partnership
("Quasar Partners") and Collins Capital Diversified Fund, L.P., a Delaware
limited partnership ("Collins Capital"). This statement also relates to Shares
held for the account of WR Texas.
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 Quasar Partners. SFM LLC has
been granted investment discretion over portfolio investments, including the
Shares, held for the account of Quasar Partners. Quasar 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 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 has granted
investment discretion to White Rock pursuant to an investment advisory contract
between Quasar Partners and White Rock (the "White Rock Contract"). The Shares
currently held for the account of Quasar Partners were acquired at the direction
of White Rock, 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 Quasar 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 Quasar 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.
<PAGE>
Page 10 of 22 Pages
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 Quasar 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.
White Rock is a limited partnership engaged in the investment and
investment management business. The principal occupation of each of Thomas U.
Barton and Joseph U. Barton, both of whom are United States citizens, is their
position as the general partners of White Rock at White Rock's principal office.
WR Texas is a corporation engaged in the investment and
investment management business. Thomas U. Barton and Joseph U. Barton are the
sole shareholders, directors and officers of WR Texas. The principal business
address of each of White Rock, WR Texas, Thomas U. Barton and Joseph U. Barton
is 3131 Turtle Creek Boulevard, Suite 800, Dallas, Texas 75219.
During the past five years, none of the Reporting Persons, Quasar
Partners, Collins Capital, WR Texas 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 Quasar Partners has been provided by SFM LLC. White Rock,
Thomas U. Barton and Joseph U. Barton assume no responsibility for such
information. Information contained herein concerning White Rock, WR Texas,
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.
<PAGE>
Page 11 of 22 Pages
Item 3. Source and Amount of Funds or Other Consideration.
White Rock expended approximately $3,025,504 of the working
capital of Quasar Partners to purchase the Shares reported herein as being
acquired within the last 60 days. White Rock expended approximately $320,000 of
the working capital of Collins Capital to purchase the Shares reported herein as
being acquired within the last 60 days. WR Texas expended approximately $80,000
of its working capital to purchase the Shares reported herein as being acquired
within the last 60 days.
The Shares held for the accounts of the Quasar Partners, other
SFM Clients, Collins Capital and/or WR Texas 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 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the accounts of Quasar Partners, Collins Capital and WR Texas
were acquired or disposed of for investment purposes. Neither Quasar Partners,
Collins Capital, the Reporting Persons nor, to the best of their knowledge, any
of the other individuals identified in response to Item 2, has any plans or
proposals that relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to acquire, or cause to
be acquired, additional securities of the Issuer, to dispose, or cause to be
disposed of, such securities at any time or to formulate other purposes, plans
or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the respective
Reporting Persons, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) As a consequence 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 360,000 Shares
(approximately 5.01% of the total number of Shares outstanding).
(ii) White Rock may be deemed the beneficial owner of
400,000 Shares (approximately 5.57% of the total number of Shares outstanding).
This number consists of (1) 360,000 Shares held for the account of Quasar
Partners and (2) 40,000 Shares held for the account of Collins Capital.
(iii)Thomas U. Barton and Joseph U. Barton may be deemed
the beneficial owner of 410,000 Shares (approximately 5.71% of the total number
of Shares outstanding). This number consists of (1) 360,000 Shares held for the
account of Quasar Partners, (2) 40,000 Shares held for the account of Collins
Capital, and (3) 10,000 Shares held for the account of WR Texas.
(iv) WR Texas may be deemed the beneficial owner of 10,000
Shares (approximately .14% of the total number of Shares outstanding).
<PAGE>
Page 12 of 22 Pages
(b) (i) White Rock, Thomas U. Barton and Joseph U. Barton are
currently vested with shared power to direct the voting and disposition of the
360,000 Shares held for the account of Quasar Partners as a result of the White
Rock Contract and the positions of Thomas U. Barton and Joseph U. Barton as the
general partners of White Rock. SFM LLC has the contractual authority on behalf
of Quasar 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 360,000 Shares.
(ii) White Rock, Thomas U. Barton and Joseph U. Barton are
currently vested with shared power to direct the voting and disposition of the
40,000 Shares held for the account of Collins Capital.
(iii) WR Texas has the sole power to direct the voting and
disposition of the 10,000 Shares it holds.
(iv) Thomas U. Barton and Joseph U. Barton have the shared
power to direct the voting and disposition of the 10,000 Shares held for the
account of WR Texas.
(c) Except for the transactions disclosed on Annex B
attached hereto, all of which were executed in routine brokerage transactions in
the over-the-counter market (unless otherwise noted), there have been no
transactions effected with respect to the Shares since July 5, 1997 (60 days
prior to the date hereof) by any of the Reporting Persons, Collins Capital or
Quasar Partners.
(d) (i) The partners of Quasar Partners, including Quasar
International Fund N.V., a Netherlands Antilles corporation, have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held by Quasar Partners in accordance with their partnership interests in
Quasar 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 shareholders of WR Texas have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for the account of WR Texas in accordance with their ownership
interests in WR Texas.
(e) Not applicable.
SFM LLC, Mr. Soros and Mr. Druckenmiller expressly disclaim
beneficial ownership of any Shares not held for the account of Quasar Partners
and/or other SFM Clients. White Rock expressly disclaims beneficial ownership of
any Shares not held for the accounts of the White Rock Clients. Thomas U. Barton
and Joseph U. Barton expressly disclaim beneficial ownership of any Shares not
held for accounts of the White Rock Clients or the account of WR Texas.
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, Quasar 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
<PAGE>
Page 13 of 22 Pages
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, Quasar Partners and/or the other SFM Clients do not have any contracts,
arrangements, understandings or relationships with respect to any securities of
the Issuer.
Item 7. Material to be Filed as Exhibits.
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
C. Joint Filing Agreement dated September 3, 1997 by and among
SFM LLC, Mr. Soros, Mr. Druckenmiller, White Rock, WR Texas, Thomas U. Barton
and Joseph U. Barton.
<PAGE>
Page 14 of 22 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: September 3, 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
WHITE ROCK CAPITAL (TEXAS), INC.
By: /S/ THOMAS U. BARTON
----------------------------------
Thomas U. Barton
Director
<PAGE>
Page 15 of 22 Pages
/S/ THOMAS U. BARTON
---------------------------------------
Thomas U. Barton
/S/ JOSEPH U. BARTON
---------------------------------------
Joseph U. Barton
<PAGE>
Page 16 of 22 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
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 17 of 22 Pages
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
AUTHENTIC SPECIALTY FOODS, INC.
Date of Nature of Number of
For the Account of Transaction Transaction Shares Price Per Share
- ------------------ ----------- ----------- ------ ---------------
<S> <C> <C> <C> <C>
Quasar Partners/1/ 08/27/97 Buy 260,000 8.000/2/
08/27/97 Buy 40,000 9.247
08/28/97 Buy 60,000 9.594
Collins Capital/1/ 08/27/97 Buy 40,000 8.000/2/
WR Texas 08/27/97 Buy 10,000 8.000/2/
- -------------------------
/1/ Transactions effected at the direction of White Rock Capital, L.P.
/2/ These Shares were purchased in the Issuer's Initial Public Offering.
</TABLE>
<PAGE>
Page 18 of 22 Pages
EXHIBIT INDEX
Page No.
---------
A. Power of Attorney dated as of January 1, 1997
granted by Mr. George Soros in favor of Mr. Sean
C. Warren and Mr. Michael C.
Neus.............................................. 19
B. Power of Attorney dated as of January 1, 1997
granted by Mr. Stanley F. Druckenmiller in favor
of Mr. Sean C. Warren and Mr. Michael C.
Neus.............................................. 20
C. Joint Filing Agreement dated September 3, 1997 by
and among Soros Fund Management LLC, Mr. George
Soros, Mr. Stanley F. Druckenmiller, White Rock
Capital, L.P., White Rock Capital (Texas), Inc.
Thomas U. Barton and Joseph U.
Barton............................................ 21
Page 19 of 22 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ George Soros
----------------
GEORGE SOROS
Page 20 of 22 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
---------------------------------------
STANLEY F. DRUCKENMILLER
Page 21 of 22 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Common Stock of Authentic Specialty Foods, Inc. dated
September 3, 1997 is, and any amendments thereto signed by each of the
undersigned shall be, filed on behalf of us pursuant to and in accordance with
the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.
Date: September 3, 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
WHITE ROCK CAPITAL (TEXAS), INC.
By: /S/ THOMAS U. BARTON
----------------------------------
Thomas U. Barton
Director
<PAGE>
Page 22 of 22 Pages
/S/ THOMAS U. BARTON
---------------------------------------
Thomas U. Barton
/S/ JOSEPH U. BARTON
---------------------------------------
Joseph U. Barton
