UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
April 29, 1998
--------------------------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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
Exhibit Index: Page 10
<PAGE>
SCHEDULE 13G
CUSIP No. 405219106 Page 2 of 13 Pages
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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,326,000/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
11.42%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------------------
/1/ See Item 4(a).
<PAGE>
SCHEDULE 13G
CUSIP No. 405219106 Page 3 of 13 Pages
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,326,000/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
11.42%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------------
/1/ See Item 4(a).
<PAGE>
SCHEDULE 13G
CUSIP No. 405219106 Page 4 of 13 Pages
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,326,000/1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
11.42%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------------------
/1/ See Item 4(a).
<PAGE>
Page 5 of 13 Pages
This Amendment No. 1 to Schedule 13G amends the initial statement on
Schedule 13G dated March 6, 1998 (the "Initial Statement") filed by the
Reporting Persons (as defined herein) and other persons who were reporting
persons in the Initial Statement (the "Other Filing Persons"). As a result of
the acquisition of additional Shares (as defined herein) by the Other Filing
Persons, the Other Filing Persons are reporting their ownership in a separate
Schedule 13D and the Other Filing Persons have ceased to be Reporting Persons
herein.
Item 1(a) Name of Issuer:
Hain Food Group, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
50 Charles Lindbergh Blvd., Uniondale, New York 11553.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Soros Fund Management LLC, a Delaware limited liability
company ("SFM LLC"),
(ii) Mr. George Soros ("Mr. Soros"), and
(iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller").
This Statement relates to Shares that were acquired by White
Rock Management, L.P., a Texas limited partnership ("White Rock Management") on
behalf of certain institutional clients (the "White Rock Clients"), including,
but not limited to, Quasar International Partners C.V., a Netherlands Antilles
limited partnership ("Quasar Partners"). SFM LLC, a Delaware limited liability
company, serves as principal investment manager to Quasar Partners and as such,
has been granted investment discretion over portfolio investments, including the
Shares, held for the account of Quasar Partners. Mr. Soros is the Chairman of
SFM LLC. Mr. Druckenmiller is the Lead Portfolio Manager and a member of the
Management Committee of SFM LLC. SFM LLC, on behalf of Quasar Partners, has
granted investment discretion to White Rock Management, pursuant to an
investment advisory contract between Quasar Partners and White Rock Management
(the "White Rock Contract"). The Shares currently held for the account of Quasar
Partners were acquired at the direction of White Rock Management, and none of
SFM LLC, Mr. Soros and Mr. Druckenmiller currently exercises voting or
dispositive power over the Shares.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of SFM
LLC, Mr. Soros and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New
York, NY 10106.
<PAGE>
Page 6 of 13 Pages
Item 2(c) Citizenship:
i) SFM LLC is a Delaware limited liability company;
ii) Mr. Soros is a United States citizen; and
iii) Mr. Druckenmiller is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value (the "Shares").
Item 2(e) CUSIP Number:
405219106
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of May 10, 1998, each of the Reporting Persons may
be deemed the beneficial owner of the following number
of Shares:
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 to be the beneficial owner of the 1,326,000 Shares
held for the account of Quasar Partners.
Item 4(b) Percent of Class:
The number of Shares of which each of SFM LLC, Mr.
Soros and Mr. Druckenmiller may be deemed to be the beneficial owner constitutes
approximately 11.42% of the total number of Shares outstanding.
<PAGE>
Page 7 of 13 Pages
Item 4(c) Number of shares as to which such person has:
SFM LLC/1/
----------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros/1/
-------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Druckenmiller/1/
---------------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
- ----------------------
/1/ See Item 4(a)
<PAGE>
Page 8 of 13 Pages
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
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.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best
of his/its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 9 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: May 11, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
---------------------------------------
Sean C. Warren
Managing Director
Date: May 11, 1998 GEORGE SOROS
By: /S/ SEAN C. WARREN
---------------------------------------
Sean C. Warren
Attorney-in-Fact
Date: May 11, 1998 STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
---------------------------------------
Sean C. Warren
Attorney-in-Fact
<PAGE>
Page 10 of 13 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.................................... 11
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......................... 12
C. Joint Filing Agreement dated May 11, 1998 by and among
Soros Fund Management LLC, Mr. George Soros and Mr.
Stanley F. Druckenmiller............................... 13
Page 11 of 13 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 12 of 13 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 13 of 13 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Hain Food Group, Inc. dated as of May 11, 1998
is, and any amendments thereto (including amendments on Schedule 13D) signed by
each of the undersigned shall be, filed on behalf of each of us pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934.
Date: May 11, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
---------------------------------------
Sean C. Warren
Managing Director
Date: May 11, 1998 GEORGE SOROS
By: /S/ SEAN C. WARREN
---------------------------------------
Sean C. Warren
Attorney-in-Fact
Date: May 11, 1998 STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
---------------------------------------
Sean C. Warren
Attorney-in-Fact
