UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
March 24, 1998
--------------------------------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] 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 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 18 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 05266E107 Page 2 of 18 Pages
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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
248,000/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
3.18%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------------
/1/ See Item 4(a).
<PAGE>
SCHEDULE 13G
CUSIP No. 05266E107 Page 3 of 18 Pages
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
248,000/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
3.18%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------------
/1/ See Item 4(a).
<PAGE>
SCHEDULE 13G
CUSIP No. 05266E107 Page 4 of 18 Pages
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
248,000/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
3.18%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------------
/1/ See Item 4(a).
<PAGE>
SCHEDULE 13G
CUSIP No. 05266E107 Page 5 of 18 Pages
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 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 25,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 25,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
25,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
0.33%
12 Type of Reporting Person*
PN; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 05266E107 Page 6 of 18 Pages
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 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 293,500
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
293,500
9 Aggregate Amount Beneficially Owned by Each Reporting Person
293,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[_]
11 Percent of Class Represented By Amount in Row (9)
3.77%
12 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 05266E107 Page 7 of 18 Pages
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 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 293,500
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
293,500
9 Aggregate Amount Beneficially Owned by Each Reporting Person
293,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[_]
11 Percent of Class Represented By Amount in Row (9)
3.77%
12 Type of Reporting Person*
CO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 05266E107 Page 8 of 18 Pages
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 293,500
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
293,500
9 Aggregate Amount Beneficially Owned by Each Reporting Person
293,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[_]
11 Percent of Class Represented By Amount in Row (9)
3.77%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 05266E107 Page 9 of 18 Pages
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 293,500
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
293,500
9 Aggregate Amount Beneficially Owned by Each Reporting Person
293,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[_]
11 Percent of Class Represented By Amount in Row (9)
3.77%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 18 Pages
This Amendment No. 1 supplementally amends the initial statement on Schedule 13G
dated March 6, 1998, filed by the Reporting Persons (the "Initial Statement").
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Initial Statement. The Initial Statement is supplementally
amended as follows.
Item 1(a) Name of Issuer:
Authentic Specialty Foods, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
1313 Avenue R, Grand Prairie, Texas 75050.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Soros Fund Management LLC, a Delaware limited liability
company ("SFM LLC"),
(ii) Mr. George Soros ("Mr. Soros"),
(iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"),
(iv) White Rock Capital Partners, L.P., a Texas limited
partnership ("White Rock Partners"),
(v) White Rock Capital Management, L.P., a Texas limited
partnership ("White Rock Management"),
(vi) White Rock Capital, Inc., a Texas corporation ("White Rock,
Inc."),
(vii) Thomas U. Barton and
(viii) Joseph U. Barton.
This Statement relates to Shares that were acquired by White Rock
Management on behalf of certain institutional clients (the "White Rock
Clients"), including, but not limited to, Quantum Partners LDC, a Cayman Islands
exempted limited duration company ("Quantum Partners"). SFM LLC, a Delaware
limited liability company, serves as principal investment manager to Quantum
Partners and as such, has been granted investment discretion over portfolio
investments, including the Shares, held for the account of Quantum Partners. Mr.
Soros is the Chairman of SFM LLC. Mr. Druckenmiller is the Lead Portfolio
Manager and a member of the Management Committee of SFM LLC. SFM LLC, on behalf
of Quantum Partners, has granted investment discretion to White Rock Management,
pursuant to an investment advisory contract between Quantum Partners and White
Rock Management (the "White Rock Contract"). 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.
<PAGE>
Page 11 of 18 Pages
This Statement also relates to Shares held for the accounts of White Rock
Partners and White Rock Management. The general partner of White Rock Partners
is White Rock Capital Management, the general partner of which is White Rock,
Inc. Thomas U. Barton and Joseph U. Barton are the shareholders of White Rock,
Inc.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of SFM LLC,
Mr. Soros and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New York, NY
10106.
The address and principal business office 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.
Item 2(c) Citizenship:
i) SFM LLC is a Delaware limited liability company;
ii) Mr. Soros is a United States citizen;
iii) Mr. Druckenmiller is a United States citizen;
iv) White Rock Partners is a Texas limited partnership;
v) White Rock Management is a Texas limited partnership;
vi) White Rock, Inc. is a Texas corporation;
vii) Thomas U. Barton is a United States citizen; and
viii) Joseph U. Barton is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $1.00 par value (the "Shares").
Item 2(e) CUSIP Number:
05266E107
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
Item (a) through (j) not applicable. If this statement is
filed pursuant to Rule 13d-1(c), check this box. [X]
Item 4. Ownership:
<PAGE>
Page 12 of 18 Pages
Item 4(a) Amount Beneficially Owned:
As of March 30, 1998, each of the Reporting Persons may be
deemed the beneficial owner of the following number of
Shares:
(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 to be the beneficial owner of the 248,000 Shares
held for the account of Quantum Partners.
(ii) Each of White Rock, Inc., White Rock Management, Thomas
U. Barton and Joseph U. Barton may be deemed to be the beneficial owner of
293,500 Shares. This number consists of (1) 248,000 Shares held for the account
of Quantum Partners, (2) 20,000 Shares held for the accounts of White Rock
Clients, other than Quantum Partners and (3) 25,500 Shares held for the account
of White Rock Partners.
(iii)White Rock Partners may be deemed to be the beneficial
owner of the 25,500 Shares held for its account.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of SFM LLC, Mr. Soros and
Mr. Druckenmiller may be deemed to be the beneficial owner constitutes
approximately 3.18% of the total number of Shares outstanding.
(ii) The number of Shares of which each of White Rock, Inc.,
White Rock Management, Thomas U. Barton and Joseph U. Barton may be deemed to be
the beneficial owner constitutes approximately 3.77% of the total number of
Shares outstanding.
(iii)The number of Shares of which White Rock Partners may be
deemed to be the beneficial owner constitutes approximately 0.33% of the total
number of Shares outstanding.
<PAGE>
Page 13 of 18 Pages
Item 4(c) Number of shares as to which such person has:
SFM LLC/1/
----------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros/1/
------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Druckenmiller/1/
--------------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
White Rock Partners
-------------------
(i) Sole power to vote or to direct the vote: 25,500
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 25,500
(iv) Shared power to dispose or to direct the disposition of: 0
- ----------------------
/1/ See Item 4(a)
<PAGE>
Page 14 of 18 Pages
White Rock Management
---------------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 293,500
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 293,500
White Rock, Inc.
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 293,500
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 293,500
Thomas U. Barton
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 293,500
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 293,500
Joseph U. Barton
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 293,500
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 293,500
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 each of the reporting persons has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following:
[X]
<PAGE>
Page 15 of 18 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
(i) The shareholders of Quantum Partners, including Quantum 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 for
the account of Quantum Partners in accordance with their ownership interests in
Quantum Partners.
(ii) The shareholders or partners of each of the White Rock
Clients (other than Quantum Partners) 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.
(iii) The partners of White Rock Management have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held by White Rock Management in accordance with their partnership
interests in White Rock Management.
(iv) 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.
Each of SFM LLC, Mr. Soros and Mr. Druckenmiller expressly disclaims
beneficial ownership of any Shares held for the accounts of White Rock Clients
(other than Quantum Partners), White Rock Partners and White Rock Management.
White Rock Partners expressly disclaims beneficial ownership of any Shares held
for the accounts of the White Rock Clients and White Rock Management.
Information contained herein concerning SFM LLC, Mr. Soros, Mr.
Druckenmiller and Quantum Partners has been provided by SFM LLC. White Rock
Partners, White Rock Management, White Rock, Inc., Thomas U. Barton and Joseph
U. Barton assume no responsibility for such information. Information contained
herein concerning White Rock Partners, White Rock Management, White Rock, Inc.,
Thomas U. Barton and Joseph U. Barton has been provided by White Rock
Management. SFM LLC, Mr. Soros and Mr. Druckenmiller assume no responsibility
for such information.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
<PAGE>
Page 16 of 18 Pages
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above 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.
<PAGE>
Page 17 of 18 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: March 27, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Assistant General Counsel
Date: March 27, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 27, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 18 of 18 Pages
Date: March 27, 1998 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
Date: March 27, 1998 WHITE ROCK CAPITAL MANAGEMENT. L.P.
By: White Rock Capital Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
-----------------------------
Thomas U. Barton
President
Date: March 27, 1998 WHITE ROCK CAPITAL, INC.
By: /S/ THOMAS U. BARTON
----------------------------------
Thomas U. Barton
President
Date: March 27, 1998 /S/ THOMAS U. BARTON
---------------------------------------
Thomas U. Barton
Date: March 27, 1998 /S/ JOSEPH U. BARTON
---------------------------------------
Joseph U. Barton
