UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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 30, 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 12 Pages
<PAGE>
Page 2 of 12 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 (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
1,246,000/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
14.56%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
________________
1. See Item 5.
<PAGE>
Page 3 of 12 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 (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
1,246,000/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
14.56%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
_______________________
1. See Item 5.
<PAGE>
Page 4 of 12 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
1,246,000/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
14.56%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
___________________
1. See Item 5.
<PAGE>
Page 5 of 12 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 1,396,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,396,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,396,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
16.31%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 12 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 1,396,000
Each
Reporting 9 Sole Dispositive Power
Person 55,000
With
10 Shared Dispositive Power
1,396,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,451,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
16.96%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 12 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*
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 1,396,000
Each
Reporting 9 Sole Dispositive Power
Person 25,000
With
10 Shared Dispositive Power
1,396,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,421,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
16.61%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 12 Pages
This Amendment No. 2 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. 2 supplementally amends the initial statement on
Schedule 13D dated February 18, 1997, filed by the Reporting Persons (as defined
herein), and Amendment No. 1 thereto dated July 11, 1997, filed by the Reporting
Persons (collectively, the "Initial Statement"). This Amendment No. 2 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") and Collins Capital Diversified Fund,
L.P., a Delaware limited partnership ("Collins Capital"), 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 3. Source and Amount of Funds or Other Consideration.
White Rock expended approximately $774,349 of the working capital of
Quasar Partners to purchase the Shares reported herein as being acquired since
July 11, 1997, the date of the last filing on Schedule 13D relating to the
Shares. White Rock expended approximately $85,192 of the working capital of
Collins Capital to purchase the Shares reported herein as being acquired since
July 11, 1997, the date of the last filing on Schedule 13D relating to the
Shares.
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 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 1,246,000 Shares held for the account of
Quasar Partners (approximately 14.56% of the total number of Shares
outstanding).
(ii) White Rock may be deemed the beneficial owner of 1,396,000
Shares (approximately 16.31% of the total number of Shares outstanding). This
number consists of (1) 1,246,000 Shares held for the account of Quasar Partners
and (2) 150,000 Shares held for the account of Collins Capital.
(iii) Thomas U. Barton may be deemed the beneficial owner of
1,451,000 Shares (approximately 16.96% of the total number of Shares outstanding
assuming the exercise of the Barton Options). This number consists of (1)
1,246,000 Shares held for the account of Quasar Partners, (2) 150,000 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 9 of 12 Pages
(iv) Joseph U. Barton may be deemed the beneficial owner of
1,421,000 Shares (approximately 16.61% of the total number of Shares
outstanding). This number consists of (1) 1,246,000 Shares held for the account
of Quasar Partners, (2) 150,000 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
1,246,000 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 1,246,000 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
150,000 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 A 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
July 11, 1997, the date of the last filing on Schedule 13D relating to the
Shares, 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.
(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
<PAGE>
Page 10 of 12 Pages
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.
<PAGE>
Page 11 of 12 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: August 5, 1997 SOROS FUND MANAGEMENT LLC
By:_________________________________
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By:_________________________________
Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By:________________________________
Michael C. Neus
Attorney-in-Fact
WHITE ROCK CAPITAL, L.P.
By:________________________________
Thomas U. Barton
General Partner
___________________________________
Thomas U. Barton
___________________________________
Joseph U. Barton
<PAGE>
Page 12 of 12 Pages
<TABLE>
<CAPTION>
ANNEX A
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 Partners1 07/11/97 Buy 50,000 5.848
07/14/97 Buy 10,000 6.096
07/30/97 Buy 59,300 7.099
Collins Capital 07/30/97 Buy 12,000 7.099
- --------
1 Transactions effected at the direction of White Rock Capital, L.P.
</TABLE>
