UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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.
399 Park Avenue
New York, New York 10022
(212) 872-1000
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 7, 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 [_].
Check the following box if a fee is being paid with the statement [_].** (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
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 19 Pages
Exhibit Index: Page 16
- -----------------
** A filing fee is not being paid with this statement pursuant to SEC
Release No. 33-7331 whereby the filing fee has been eliminated for
Schedule 13D.
<PAGE>
Page 2 of 19 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
566,700/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
6.61%
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
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
566,700/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
6.61%
14 Type of Reporting Person*
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
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
566,700/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
6.61%
14 Type of Reporting Person*
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
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
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 666,700
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
666,700
11 Aggregate Amount Beneficially Owned by Each Reporting Person
666,700
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
7.78%
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
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*
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 55,000
Shares
Beneficially 8 Shared Voting Power
Owned By 666,700
Each
Reporting 9 Sole Dispositive Power
Person 55,000
With
10 Shared Dispositive Power
666,700
11 Aggregate Amount Beneficially Owned by Each Reporting Person
721,700
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
8.42%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 19 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 Source 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 666,700
Each
Reporting 9 Sole Dispositive Power
Person 25,000
With
10 Shared Dispositive Power
666,700
11 Aggregate Amount Beneficially Owned by Each Reporting Person
691,700
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
8.07%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 19 Pages
This Statement on Schedule 13D relates to shares of Common Stock,
$.01 par value per share (the "Shares"), of Hain Food Group, Inc. (the
"Issuer"). This Statement is being filed by the Reporting Persons (as defined
herein) to report recent acquisitions of Shares of the Issuer as a result of
which the Reporting Persons may be deemed to be the beneficial owners of more
than 5% of the outstanding Shares.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the
principal executive offices of the Issuer is 50 Charles Lindbergh Blvd.,
Uniondale, New York 11553.
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"). This statement on Schedule 13D relates
to Shares that were acquired by White Rock 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"). This statement also relates to Shares acquired for Joseph U. Barton's
personal account, and to certain 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.
The business of SFM LLC is managed through a Management Committee
(the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr.
Gary Gladstein. SFM LLC, a Delaware limited liability company, has its principal
office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its
principal business is to serve, pursuant to contract, as the principal
investment manager to several foreign investment companies, including Quasar
Partners (the "SFM Clients"). 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 has granted investment discretion to White
Rock pursuant to an investment advisory contract between Quasar Partners and
White Rock (the "White Rock Contract"). The Shares currently held for the
account of Quasar Partners were acquired at the direction of White Rock, 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 executive officers of SFM LLC).
<PAGE>
Page 9 of 19 Pages
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.
White Rock is a limited partnership engaged in the investment and
investment management business. The principal occupations of Thomas U. Barton
and Joseph U. Barton, both of whom are United States citizens, are their
positions as the general partners of White Rock at White Rock's principal
office. The principal business address of each of White Rock, 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
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. White Rock,
Thomas U. Barton and Joseph U. Barton assume no responsibility for such
information. Information contained herein concerning White Rock, 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.
<PAGE>
Page 10 of 19 Pages
Item 3. Source and Amount of Funds or Other Consideration.
White Rock expended approximately $2,065,127 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 $409,013 of
the working capital of Collins Capital to purchase the Shares reported herein as
being acquired within the last 60 days. Thomas U. Barton expended approximately
$44,060 of his personal funds to purchase the Barton Options reported herein as
having been acquired within the last 60 days. Joseph U. Barton expended
approximately $91,999 of his personal funds 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 the 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 4. Purpose of Transaction.
All of the Shares (and securities derivative thereof) reported
herein as having been acquired for or disposed of from the accounts of Quasar
Partners, Collins Capital, Joseph U. Barton and Thomas U. Barton were acquired
or disposed of for investment purposes. Neither Quasar Partners, the Reporting
Persons nor, to the best of their knowledge, any of the other individuals
identified in response to Item 2, has any plans or proposals that relate to or
would result in any of the transactions described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to
acquire, or cause to be acquired, additional securities of the Issuer, to
dispose of, or cause to be disposed, such securities at any time or to formulate
other purposes, plans or proposals regarding the Issuer or any of its
securities, to the extent deemed advisable in light of general investment and
trading policies of the Reporting Persons, Collins Capital and/or the SFM
Clients, market conditions or other factors.
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 566,700 Shares (approximately 6.61% of the total
number of Shares outstanding).
(ii) White Rock may be deemed the beneficial owner of
666,700 Shares (approximately 7.78% of the total number of Shares outstanding).
This number consists of (1) 566,700 Shares held for the account of Quasar
Partners and (2) 100,000 Shares held for the account of Collins Capital.
(iii) Thomas U. Barton may be deemed the beneficial owner of
721,700 Shares (approximately 8.42% of the total number of Shares outstanding
assuming the exercise of the Barton Options). This number consists of (1)
566,700 Shares held for the account of Quasar Partners, (2) 100,000 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.
<PAGE>
Page 11 of 19 Pages
(iv) Joseph U. Barton may be deemed the beneficial owner of
691,700 Shares (approximately 8.07% of the total number of Shares outstanding).
This number consists of (1) 566,700 Shares held for the account of Quasar
Partners, (2) 100,000 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
566,700 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 566,700 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
100,000 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 as disclosed in Item 2 hereof, which is incorporated
by reference in this Item 5, and on Annex B attached hereto, there have been no
transactions effected with respect to the Shares since December 20, 1996 (60
days prior to the date hereof) by the Reporting Persons, SFM LLC or Quasar
Partners.
(d) (i) The partners of Quasar Partners have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held by 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.
(e) Not applicable.
<PAGE>
Page 12 of 19 Pages
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 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
The Barton Options were acquired 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.
From time to time, each of the Reporting Persons, Quasar
Partners, Collins Capital, Thomas U. Barton and/or other SFM Clients may lend
portfolio securities to brokers, banks or other financial institutions. These
loans typically obligate the borrower to return the securities, or an equal
amount of securities of the same class, to the lender and typically provide that
the borrower is entitled to exercise voting rights and to retain dividends
during the term of the loan. From time to time to the extent permitted by
applicable laws, each of the Reporting Persons, Quasar Partners, Collins Capital
and other SFM Clients may borrow securities, including the Shares, for the
purpose of effecting, and may effect, short sale transactions, and may purchase
securities for the purpose of closing out short positions in such securities.
Except as disclosed above, the Reporting Persons and the SFM
Clients do not have any contracts, arrangements, understandings or relationships
with respect to any securities of the Issuer.
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.
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.
C. Joint Filing Agreement dated February 18, 1997 by and among
SFM LLC, Mr. Soros, Mr. Druckenmiller, White Rock, Thomas U. Barton and Joseph
U. Barton.
<PAGE>
Page 13 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: February 18, 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 14 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
Gary Gladstein
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>
Page 15 of 19 Pages
<CAPTION>
ANNEX B
RECENT TRANSACTION IN THE COMMON STOCK OF
HAIN FOOD GROUP, INC.
Number of
Shares/
Date of Nature of Option Price Per Share/
For the Account of Transaction Transaction Contracts Option Contract
- ------------------ ----------- ----------- --------- ----------------
<S> <C> <C> <C> <C>
Quasar Partners/1/ 1/13/97 Buy 45,000 3.695
1/14/97 Buy 85,000 4.080
1/15/97 Buy 24,000 4.158
1/16/97 Buy 13,000 4.167
1/17/97 Buy 2,500 4.206
1/20/97 Buy 5,000 4.331
1/30/97 Sell 5,000 4.689
2/05/97 Buy 52,000 5.353
2/06/97 Buy 63,700 5.515
2/07/97 Buy 65,000 5.664
2/11/97 Buy 80,000 4.600
Joseph U. Barton/2/ 01/13/97 Buy 2,000 3.770
01/13/97 Buy 3,000 3.736
01/28/97 Buy 5,000 4.331
01/30/97 Buy 5,000 4.811
02/13/97 Buy 5,000 5.508
Thomas U. Barton/3/ 12/20/96 Buy 300/4/ 90.00
01/23/97 Buy 100/4/ 62.81
01/30/97 Buy 150/4/ 71.86
Collins Capital/2/ 01/13/97 Buy 10,000 3.695
01/14/97 Buy 15,000 4.080
02/05/97 Buy 20,000 5.353
02/06/97 Buy 10,000 5.516
02/07/97 Buy 10,000 5.605
02/11/97 Buy 20,000 4.600
- --------
/1/ Transactions effected at the direction of White Rock Capital, L.P. These Shares
were acquired and/or disposed of in the over-the-counter market in routine
brokerage transactions.
/2/ These Shares were acquired and/or disposed of in the over-the-counter market in
routine brokerage transactions.
/3/ The Barton Options were acquired pursuant to an arrangement with Donaldson, Lufkin
& Jenrette Securities Corporation.
/4/ Each Call Option Contract is exercisable for 100 Shares.
</TABLE>
<PAGE>
Page 16 of 19 Pages
EXHIBIT INDEX
Page No.
--------
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
George Soros in favor of Mr. Sean C. Warren and Mr. Michael
C. Neus.............................................................. 17
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Stanley F. Druckenmiller in favor of Mr. Sean C. Warren and
Mr. Michael C. Neus.................................................. 18
C. Joint Filing Agreement dated February 18, 1997 by and among
Soros Fund Management LLC, Mr. George Soros, Mr. Stanley F.
Druckenmiller, White Rock Capital, L.P., Thomas U. Barton
and Joseph U. Barton................................................. 19
Page 17 of 19 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ George Soros
-----------------------------------
GEORGE SOROS
Page 18 of 19 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
----------------------------------
STANLEY F. DRUCKENMILLER
Page 19 of 19 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Common Stock of Hain Food Group, Inc. dated February 18,
1997 is, and any amendments thereto signed by each of the undersigned shall be,
filed on behalf of us pursuant to and in accordance with the provisions of Rule
13d-1(f) under the Securities Exchange Act of 1934.
Date: February 18, 1997 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
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Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
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Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
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Michael C. Neus
Attorney-in-Fact
WHITE ROCK CAPITAL, L.P.
By: /S/ THOMAS U. BARTON
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Thomas U. Barton
General Partner
/S/ THOMAS U. BARTON
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Thomas U. Barton
/S/ JOSEPH U. BARTON
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Joseph U. Barton
