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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 12, 1997
THE HAIN FOOD GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22818 22-3240619
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
50 Charles Lindbergh Boulevard
Uniondale, New York 11553
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 237-6200
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Item 5. Other Events
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On September 12, 1997, The Hain Food Group, Inc., a Delaware
corporation (the "Company"), reported sales for the fourth quarter ended June
30, 1997 of $19,176,000 and net income of $272,000, or $0.03 per share, compared
with sales of $19,739,000 and net income of $503,000, or $0.06 per share, in the
year earlier period.
The Company previously announced on September 8, 1997 that it
had executed a letter of intent to acquire Westbrae Natural, Inc. ("Westbrae")
(Nasdaq:WNAT) for $3.625 per share of common stock in cash. The Company
announced that the next stage in the acquisition process has been completed with
the Company executing a definitive merger agreement with Westbrae on September
11, 1997, receiving a formal financing commitment for the acquisition from its
lender, and commencing a tender offer for all of Westbrae's shares.
The Company has been informed by certain of its directors and
officers that they or certain of their affiliates may sell shares of Company
common stock from time to time in the open market. Such individuals and their
holdings of the Company's common stock have been designated in the Company's
Registration Statement on Form S-3 which was filed with the Securities and
Exchange Commission on July 31, 1997. The Company has been informed that such
prospective sales have been prompted by a desire to diversify investment
portfolios and to meet personal liquidity needs.
A copy of a press release issued by the Company on September
12, 1997 is attached hereto as Exhibit 20 and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
Exhibit No. Description
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20 Press release dated
September 12, 1997
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
THE HAIN FOOD GROUP, INC.
Dated: September 12, 1997 By: /s/ Jack Kaufman
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Jack Kaufman
Chief Financial Officer
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EXHIBIT INDEX
Number Description Page
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20 Press release dated September 12, 1997 5
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Exhibit 20
NEWS RELEASE
THE HAIN FOOD GROUP
50 Charles Lindbergh Blvd.
Uniondale, NY 11553
(516) 237-6200
Fax: (516) 237-6240
For Further Information
Please Contact:
Jack Kaufman, Chief Financial Officer Roger Spencer/Philip Thomas
The Hain Food Group The P.L. Thomas Group
(516) 237-6200 (312) 905-8060
FOR IMMEDIATE RELEASE
THE HAIN FOOD GROUP, INC.
REPORTS FISCAL 1997 FOURTH QUARTER RESULTS
AND SIGNING OF AGREEMENT TO ACQUIRE WESTBRAE NATURAL, INC.
UNIONDALE, NY, September 12, 1997 -- The Hain Food Group, Inc. ("Hain")
(Nasdaq:NOSH), reported sales for the fourth quarter ended June 30, 1997 of
$19,176,000 and net income of $272,000 or $0.03 per share, compared with sales
of $19,739,000 and net income of $503,000, or $0.06 per share, in the year
earlier period. The fourth quarter results include the sales of Weight Watchers
products for the full quarter and those of Boston Popcorn Company for
approximately one month following acquisition, according to Irwin D. Simon,
president and chief executive officer.
Sales for the year ended June 30, 1997 amounted to $65,353,000 and net income
was $1,069,000, or $0.12 per share, compared with sales of $68,606,000 and net
income of $2,134,000 or $0.24 per share, in the prior year.
The Company previously announced on September 8, 1997 that it had executed a
letter of intent to acquire Westbrae Natural, Inc. ("Westbrae") (Nasdaq:WNAT)
for $3.625 per share of common stock in cash. The next stage in the acquisition
process has been completed with the Company executing a definitive merger
agreement with Westbrae on September 11, 1997, receiving a formal financing
commitment for the acquisition from its lender, and commencing a tender offer
for all of Westbrae's shares.
In discussing 1997 operating results, Simon commented, "1997 was a transition
year for The Hain Food Group, one in which the Company reduced its reliance on
rice cake products by diversifying into other product lines through acquisitions
and new product introductions. Sales of rice cake products fell by approximately
$10 million in fiscal 1997, a decline which was consistent with other rice cake
manufacturers. The Company expects to more than replace this volume with sales
generated by its recent acquisitions, including Weight Watchers dry and
refrigerated products in March 1997, Boston Popcorn Company at the end of May
1997, and, more recently, Alba Foods in July 1997."
Simon continued, "Sales for the fourth quarter exceeded sales for the third
fiscal quarter of 1997 by $5.50 million, or 41%, partly because of the impact of
the Weight Watchers line and, to a lesser extent, by the one month's sales of
Boston Popcorn Company. Fiscal 1997 sales were also affected by the Company's
decision to discontinue 'front-end loading' of inventory with its major
customers, and earnings were adversely affected by the necessity to 'move'
excess stocks of rice cake products, a process that was completed at the end of
Fiscal 1997."
Simon further stated, "I am pleased that during a difficult operating year the
Company has nevertheless been able to reduce its outstanding debt, acquire
300,000 shares of treasury stock and make several acquisitions with operating
cash flow. I am looking forward to fiscal 1998 as a different year in which the
realignment of the Company's product lines will, hopefully, enable us to perform
much better than in fiscal 1997."
Certain of the statements in this press release are forward-looking in nature
and, accordingly, are subject to risks and uncertainties. The actual results may
differ from those described or contemplated.
The Hain Food Group, headquartered in Uniondale, NY, is a specialty food company
which has a product portfolio comprised of nine key brands: Hain Pure Foods(R),
an all-natural food brand including rice cakes and other snack foods; Estee(R)
sugar-free and fructose-sweetened products; Hollywood(R) safflower, canola, and
peanut oils, mayonnaise and margarine; Kinoret(R) Kosher foods;
Featherweight(R) low-sodium foods; Farm Foods(R) frozen vegetarian products,
Boston Popcorn(R) snack foods, Weight Watchers(R) dry and refrigerated food
products and Alba(R) dry milk mixes and shakes.
THE HAIN FOOD GROUP, INC.
CONDENSED STATEMENTS OF OPERATIONS
QUARTER ENDED
JUNE 30,
1997 1996
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Net sales $19,176,000 $19,739,000
Gross profit 7,235,000 8,191,000
Selling, general and administrative expenses 6,019,000 6,353,000
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Income before items below (EBITDA) 1,216,000 1,838,000
Depreciation and amortization 229,000 235,000
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Operating income 987,000 1,603,000
Interest and financing costs 530,000 640,000
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Income before income taxes 457,000 963,000
Income taxes 185,000 460,000
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Net income $ 272,000 $ 503,000
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Net income per share $ 0.03 $ 0.06
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Weighted average number of common shares
and common share equivalents 9,129,000 8,958,000
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YEAR ENDED
JUNE 30,
1997 1996
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Net sales $65,353,000 $68,606,000
Gross profit 24,572,000 27,722,000
Selling, general and administrative expenses 19,651,000 20,905,000
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Income before items below (EBITDA) 4,921,000 6,817,000
Depreciation and amortization 918,000 835,000
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Operating income 4,003,000 5,982,000
Interest and financing costs 2,148,000 2,218,000
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Income before income taxes 1,855,000 3,764,000
Income taxes 786,000 1,630,000
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Net income $ 1,069,000 $ 2,134,000
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Net income per share $ 0.12 $ 0.24
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Weighted average number of common shares
and common share equivalents 8,993,000 8,964,000
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