UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
HAIN FOOD GROUP, INC.
--------------------------------------
(Name of Issuer)
Common Stock, $0.01 par Value
------------------------------------
(Title of Class of Securities)
405219106
--------------------------
(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)
October 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 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., White
Rock Capital Management, L.P. and White Rock, Inc.
<PAGE>
Page 2 of 19 Pages
SCHEDULE 13D
CUSIP No. 405219106
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
1,306,000\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)
14.87%
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. 405219106
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
1,306,000\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)
14.87%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------------
1. See Item 5.
<PAGE>
Page 4 of 19 Pages
SCHEDULE 13D
CUSIP No. 405219106
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
1,306,000\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)
14.87%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
1. See Item 5.
<PAGE>
Page 5 of 19 Pages
SCHEDULE 13D
CUSIP No. 405219106
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. 405219106
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 45,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 45,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
45,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
.51%
14 Type of Reporting Person*
PN; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 19 Pages
SCHEDULE 13D
CUSIP No. 405219106
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 1,501,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,501,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,501,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
17.09%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 19 Pages
SCHEDULE 13D
CUSIP No. 405219106
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 1,501,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,501,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,501,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
17.09%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 19 Pages
SCHEDULE 13D
CUSIP No. 405219106
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 55,000
Shares
Beneficially 8 Shared Voting Power
Owned By 1,501,000
Each
Reporting 9 Sole Dispositive Power
Person 55,000
With
10 Shared Dispositive Power
1,501,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,556,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
17.72%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 19 Pages
SCHEDULE 13D
CUSIP No. 405219106
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 25,000
Shares
Beneficially 8 Shared Voting Power
Owned By 1,501,000
Each
Reporting 9 Sole Dispositive Power
Person 25,000
With
10 Shared Dispositive Power
1,501,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,526,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
17.38%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 19 Pages
This Amendment No. 3 to Schedule 13D relates to shares of Common
Stock, $.01 par value per share (the "Shares"), of Hain Food Group, Inc. (the
"Issuer"). This Amendment No. 3 supplementally amends the initial statement on
Schedule 13D dated February 18, 1997, filed by certain of the Reporting Persons
(as defined herein) and all amendments thereto (collectively, the "Initial
Statement"). This Statement constitutes an initial filing to Schedule 13D for
White Rock Partners (as defined herein), White Rock Management (as defined
herein) and White Rock, Inc. (as defined herein). This Amendment No. 3 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 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"). As
set forth below, White Rock Management is the successor to White Rock as
investment advisor to Quasar 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 and Joseph U. Barton, as well as options acquired by Thomas U.
Barton (the "Barton Options") for his own personal account, pursuant to an
arrangement between Donaldson, Lufkin & Jenrette Securities Corporation and
Thomas U. Barton providing for the trading of options to acquire securities,
including the Shares, at a strike price typically equivalent to the current
market price on the date such option is acquired.
SFM LLC, a Delaware limited liability company, 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 granted investment discretion to White
<PAGE>
Page 12 of 19 Pages
Rock pursuant to an investment advisory contract between Quasar Partners and
White Rock (the "White Rock Contract"). Pursuant to a Novation Letter dated
September 29, 1997, between Quasar Partners and White Rock Management, White
Rock Management is the successor to White Rock as investment advisor to Quasar
Partners with respect to the Shares (the "Quasar Partners Letter"). The Shares
currently held for the account of Quasar Partners were acquired at the direction
of White Rock and 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 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.
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.
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.
During the past five years, none of the Reporting Persons, Quasar
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
<PAGE>
Page 13 of 19 Pages
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. 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 $274,515 of the working
capital of Quasar Partners to purchase the Shares reported herein as being
acquired within the last 60 days. White Rock Management expended approximately
$480,502 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 Quasar 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 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 1,306,000 Shares held for the account of
Quasar Partners (approximately 14.87% 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 and White Rock, Inc. may be
deemed the beneficial owner of 1,501,000 Shares (approximately 17.09% of the
total number of Shares outstanding). This number consists of (1) 1,306,000
Shares held for the account of Quasar Partners, (2) 150,000 Shares held for the
account of Collins Capital and (3) 45,000 Shares held for the account of White
Rock Partners.
(iv) Thomas U. Barton may be deemed the beneficial owner of
1,556,000 Shares (approximately 17.72% of the total number of Shares outstanding
assuming the exercise of the Barton Options).
<PAGE>
Page 14 of 19 Pages
This number consists of (1) 1,306,000 Shares held for the account of Quasar
Partners, (2) 150,000 Shares held for the account of Collins Capital, (3) 45,000
Shares held for the account of White Rock Partners and (4) 55,000 Shares
issuable upon exercise by Thomas U. Barton of the Barton Options currently held
for his account.
(v) Joseph U. Barton may be deemed the beneficial owner of
1,526,000 Shares (approximately 17.38% of the total number of Shares
outstanding). This number consists of (1) 1,306,000 Shares held for the account
of Quasar Partners, (2) 150,000 Shares held for the account of Collins Capital,
(3) 45,000 Shares held for the account of White Rock Partners and (4) 25,000
Shares held for his account.
(vi) White Rock Partners may be deemed the beneficial owner of
the 45,000 Shares held for its account (approximately .51% of the total number
of Shares outstanding).
(b) (i) Each of White Rock Management (pursuant to the Quasar
Partners 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 1,306,000 Shares held for the
account Quasar Partners. 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 1,306,000 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 150,000 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 45,000 Shares held for the
account of White Rock Partners.
(iv) Thomas U. Barton has the sole power to direct the voting and
disposition of the 55,000 Shares issuable upon exercise by Thomas U. Barton of
the Barton Options currently held for his account.
(v) Joseph U. Barton has the sole power to direct the voting and
disposition of the 25,000 Shares held for his account.
(vi) White Rock Partners has the sole power to direct the voting
and disposition of the 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
September 7, 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
<PAGE>
Page 15 of 19 Pages
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares, held for the account of 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)Thomas U. Barton has the sole right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares issuable
upon exercise by Thomas U. Barton of the Barton Options currently held for his
account.
(iv) Joseph U. Barton has the sole right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares held for his
account.
(v) 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 30, 1997.
Each of SFM LLC, Mr. Soros and Mr. Druckenmiller expressly disclaims
beneficial ownership of any Shares (or securities derivative thereof) not held
for the accounts of the SFM Clients. Each of White Rock Management and White
Rock, Inc. 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. Thomas U. Barton expressly disclaims beneficial ownership of any
Shares (or securities derivative thereof) not held for his personal account or
the accounts of the White Rock Clients or White Rock Partners. Joseph U. Barton
expressly disclaims beneficial ownership of any Shares (or securities derivative
thereof) not held for his personal account or 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 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: November 6, 1997 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
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.
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Page 19 of 19 Pages
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
HAIN FOOD GROUP, INC.
Date of Nature of Number of Price Per
For the Account of Transaction Transaction Shares Share
- ------------------ ----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Quasar Partners\1\ 10/20/97 Buy 15,000 $11.844
10/28/97 Buy 10,000 $ 9.688
White Rock\1\ 10/21/97 Buy 25,000 $ 11.47
Partners 10/28/97 Buy 20,000 $ 9.688
- --------
1 Transactions effected at the direction of White Rock Capital Management, L.P.
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