UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
July 8, 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 13 Pages
<PAGE>
Page 2 of 13 Pages
SCHEDULE 13D
CUSIP No. 405219106
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
1,126,700/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
13.17%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
1. See Item 5.
<PAGE>
Page 3 of 13 Pages
SCHEDULE 13D
CUSIP No. 405219106
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
1,126,700/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row ( 1)
13.17%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------------
1. See Item 5.
<PAGE>
Page 4 of 13 Pages
SCHEDULE 13D
CUSIP No. 405219106
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
1,126,700/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
13.17%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
1. See Item 5.
<PAGE>
Page 5 of 13 Pages
CUSIP No. 405219106
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
Item 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 1,264,700
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,264,700
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,264,700
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
14.78%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 13 Pages
SCHEDULE 13D
CUSIP No. 405219106
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 55,000
Shares
Beneficially 8 Shared Voting Power
Owned By 1,264,700
Each
Reporting 9 Sole Dispositive Power
Person 55,000
With
10 Shared Dispositive Power
1,264,700
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,319,700
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
15.42%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 13 Pages
SCHEDULE 13D
CUSIP No. 405219106
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 ource of Funds*
PF; 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 1,264,700
Each
Reporting 9 Sole Dispositive Power
Person 25,000
With
10 Shared Dispositive Power
1,264,700
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,289,700
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
15.07%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 13 Pages
This Amendment No. 1 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. 1 amends the initial statement on Schedule 13D
dated February 18, 1997 (the "Initial Statement") filed by the Reporting Persons
(as defined herein). This Amendment No. 1 is being filed by the Reporting
Persons to report the recent acquisition of Shares for the accounts of Quasar
International Partners C.V., a Netherlands Antilles limited partnership ("Quasar
Partners"), Collins Capital Diversified Fund, L.P., a Delaware limited
partnership ("Collins Capital"), and Joseph U. Barton, as a result of which the
percentage of Shares of which 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 ascribed to them 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, L.P., a
Texas limited partnership ("White Rock"), 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 expended approximately $3,063,044 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 $163,457 of
the working capital of Collins Capital to purchase the Shares reported herein as
being acquired within the last 60 days. Joseph U. Barton expended approximately
$85,579 of his personal funds to purchase the Shares reported herein as having
been 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,
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 1,126,700 Shares
(approximately 13.17% of the total number of Shares outstanding).
(ii) White Rock may be deemed the beneficial owner of
1,264,700 Shares (approximately 14.78% of the total number of Shares
outstanding). This number consists of (1) 1,126,700 Shares held for the account
of Quasar Partners and (2) 138,000 Shares held for the account of Collins
Capital.
<PAGE>
Page 9 of 13 Pages
(iii) Thomas U. Barton may be deemed the beneficial owner of
1,319,700 Shares (approximately 15.42% of the total number of Shares outstanding
assuming the exercise of the Barton Options). This number consists of (1)
1,126,700 Shares held for the account of Quasar Partners, (2) 138,000 Shares
held for the account of Collins Capital, and (3) 55,000 Shares issuable upon
exercise by Thomas U. Barton of the Barton Options currently held for his
account.
(iv) Joseph U. Barton may be deemed the beneficial owner of
1,289,700 Shares (approximately 15.07% of the total number of Shares
outstanding). This number consists of (1) 1,126,700 Shares held for the account
of Quasar Partners, (2) 138,000 Shares held for the account of Collins Capital
and (3) 25,000 Shares held for his account.
(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
1,126,700 Shares held for the account 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 1,126,700 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
138,000 Shares held for the account of Collins Capital.
(iii) Thomas U. Barton is currently vested with 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.
(iv) Joseph U. Barton is currently vested with the sole
power to direct the voting and disposition of the 25,000 Shares held for his
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
May 12, 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 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.
<PAGE>
Page 10 of 13 Pages
(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.
(e) Not applicable.
SFM LLC, Mr. Soros and Mr. Druckenmiller expressly disclaim
beneficial ownership of any Shares (or securities derivative thereof) not held
for the accounts of the SFM Clients. White Rock expressly disclaims beneficial
ownership of any Shares (or securities derivative thereof) not held for the
accounts of the White Rock Clients. 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. 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.
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 (filed as Exhibit A
to the Initial Statement and incorporated herein by reference).
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 (filed as
Exhibit B to the Initial Statement and incorporated herein by reference).
C. Joint Filing Agreement dated January 1, 1997 by and among SFM
LLC, Mr. Soros, Mr. Druckenmiller, White Rock, Thomas U. Barton and Joseph U.
Barton (filed as Exhibit C to the Initial Statement and incorporated herein by
reference).
<PAGE>
Page 11 of 13 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: July 11, 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
/S/ THOMAS U. BARTON
---------------------------------------
Thomas U. Barton
/S/ JOSEPH U. BARTON
---------------------------------------
Joseph U. Barton
<PAGE>
Page 12 of 13 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>
Page 13 of 13 Pages
<TABLE>
<CAPTION>
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
HAIN FOOD GROUP, 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/ 07/08/97 Buy 415,000 5.923
07/09/97 Buy 100,000 6.049
Joseph U. Barton 05/16/97 Sell 5,000 4.252
05/16/97 Sell 5,000 4.159
06/17/97 Sell 5,000 4.669
07/07/97 Buy 1,000 5.373
07/07/97 Buy 4,000 5.435
07/08/97 Buy 5,000 5.748
07/08/97 Buy 5,000 5.946
Collins Capital 06/19/97 Buy 3,000 5.125
07/08/97 Buy 25,000 5.923
- --------
1 Transactions effected at the direction of White Rock Capital, L.P.
</TABLE>
