UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
January 13, 1998
(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 16 Pages
<PAGE>
Page 2 of 16 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
404,5001
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 16 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
404,5001
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 16 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
404,5001
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 16 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 65,500
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 65,500
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
65,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
.84%
14 Type of Reporting Person*
PN; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 16 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 572,500
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
572,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
572,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
7.35%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 16 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 572,500
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
572,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
572,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
7.35%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 16 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 572,500
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
572,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
572,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
7.35%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 16 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 572,500
Each
Reporting 9 Sole Dispositive Power
Person
With
10 Shared Dispositive Power
572,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
572,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
7.35%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 16 Pages
This Amendment No. 2 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. 2 supplementally amends the initial
statement on Schedule 13D dated September 3, 1997 and Amendment No. 1 thereto
dated December 11, 1997 filed by certain of the Reporting Persons (as defined
herein) (the "Initial Statement"). This Amendment No. 2 is being filed by the
Reporting Persons to report the recent acquisition of Shares for accounts over
which certain of the Reporting Persons may be deemed the beneficial owners, 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. Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Initial Statement. The Initial Statement is
supplementally amended as follows:
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 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").
Updated information concerning the Managing Directors of SFM LLC
is attached hereto as Annex A and incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
White Rock Management expended approximately $795,437 of the
working capital of the White Rock Clients to purchase the Shares reported herein
as being acquired since December 11, 1997 (the date of filing of the last
Statement on Schedule 13D). White Rock Management expended approximately
$346,344 of the working capital of White Rock Partners to purchase the Shares
reported herein as being acquired since December 11, 1997 (the date of filing of
the last Statement on Schedule 13D).
The Shares held for the accounts of Quantum Partners, other SFM
Clients, Collins Capital, White Rock Clients (other than Quantum Partners and
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).
<PAGE>
Page 11 of 16 Pages
(ii) Each of White Rock Management, White Rock, Inc., Thomas
U. Barton and Joseph U. Barton may be deemed to be the beneficial owner of
572,500 Shares (approximately 7.35% of the total number of Shares outstanding).
This number consists of (1) 404,500 Shares held for the account of Quantum
Partners, (2) 40,000 Shares held for the account of Collins Capital, (3) 62,500
Shares held for the accounts of White Rock Clients (other than Quantum Partners
and Collins Capital) and (4) 65,500 Shares held for the account of White Rock
Partners.
(iii) White Rock Partners may be deemed the beneficial owner
of the 65,500 Shares held for its account (approximately .84% 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 (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 62,500 Shares held for the
accounts of White Rock Clients (other than Quantum Partners and Collins
Capital).
(iv) 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 65,500 Shares held for the
account of White Rock Partners.
(v) White Rock Partners has the sole power to direct the
voting and disposition of the 65,500 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
December 11, 1997 (the date of filing of the last Statement on Schedule 13D) by
any of the Reporting Persons, Collins Capital, Quantum Partners or other White
Rock Clients.
(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.
<PAGE>
Page 12 of 16 Pages
(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.
(iv) The shareholders or partners of each of the other White
Rock Clients have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares, held by the respective White Rock Client
in accordance with their partnership or ownership interests in the respective
White Rock Client.
(e) Not applicable.
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.
<PAGE>
Page 13 of 16 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: January 20, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
---------------------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
---------------------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
---------------------------------------
Sean C. Warren
Attorney-in-Fact
<PAGE>
Page 14 of 16 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 15 of 16 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
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 16 of 16 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>
White Rock Clients/1/ 12/22/97 Buy 7,500 $11.813
1/07/98 Buy 2,500 $12.95
1/08/98 Buy 7,500 $13.00
1/13/98 Buy 40,000 $12.75
1/16/98 Buy 5,000 $13.394
White Rock Partners/1/ 12/29//97 Buy 7,500 $12.000
12/30/97 Buy 10,000 $12.500
1/09/98 Buy 5,000 $12.875
1/16/98 Buy 5,000 $13.394
- -----------------------
/1/ Transactions effected at the direction of White Rock Capital Management, L.P.
</TABLE>
