UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
January 30, 1998
----------------
(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 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 16 Pages
<PAGE>
Page 2 of 16 Pages
SCHEDULE 13D
CUSIP No. 405219106
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 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
1,326,000/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
11.59%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------
1. See Item 5.
<PAGE>
Page 3 of 16 Pages
SCHEDULE 13D
CUSIP No. 405219106
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 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
1,326,000/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
11.59%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------------
1. See Item 5.
<PAGE>
Page 4 of 16 Pages
SCHEDULE 13D
CUSIP No. 405219106
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 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
1,326,000/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
11.59%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
1. See Item 5.
<PAGE>
Page 5 of 16 Pages
SCHEDULE 13D
CUSIP No. 405219106
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
White Rock Capital Partners, 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 160,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 160,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
160,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
1.40%
14 Type of Reporting Person*
PN; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 16 Pages
SCHEDULE 13D
CUSIP No. 405219106
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
White Rock Capital Management, L.P.
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
Texas
7 Sole Voting Power
Number of 20,000
Shares
Beneficially 8 Shared Voting Power
Owned By 2,046,000
Each
Reporting 9 Sole Dispositive Power
Person 20,000
With
10 Shared Dispositive Power
2,046,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,066,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
18.06%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 16 Pages
SCHEDULE 13D
CUSIP No. 405219106
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
White Rock Capital, Inc.
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
Texas
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 2,066,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,066,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,066,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
18.06%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 16 Pages
SCHEDULE 13D
CUSIP No. 405219106
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 2,066,000
Each
Reporting 9 Sole Dispositive Power
Person 55,000
With
10 Shared Dispositive Power
2,066,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,121,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
18.54%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 16 Pages
SCHEDULE 13D
CUSIP No. 405219106
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 2,066,000
Each
Reporting 9 Sole Dispositive Power
Person 25,000
With
10 Shared Dispositive Power
2,066,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,091,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
18.27%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 16 Pages
This Amendment No. 5 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. 5 supplementally amends the initial statement
on Schedule 13D dated February 18, 1997, filed by certain of the Reporting
Persons (as defined herein) and all amendments thereto (collectively, the
"Initial Statement"). This Amendment No. 5 is being filed by the Reporting
Persons to report the recent acquisition of Shares for the accounts of certain
of the Reporting Persons and the White Rock clients, as a result of which the
percentage of Shares of which certain of 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 Item 2 is supplementally amended as follows.
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
Partners, L.P., a Texas limited partnership ("White Rock Partners"), White Rock
Capital Management, L.P., a Texas limited partnership ("White Rock Management"),
White Rock Capital, Inc., a Texas corporation ("White Rock, Inc."), Thomas U.
Barton and Joseph U. Barton (collectively, the "Reporting Persons"). This
Statement relates to securities acquired by White Rock Management on behalf of
certain institutional clients, including Quasar Partners and Collins Capital, by
White Rock Partners, by White Rock Management, by Thomas U. Barton and by Joseph
U. Barton.
The general partner of White Rock Partners is White Rock
Capital Management, the general partner of which is White Rock, Inc. Each of
White Rock (as defined herein), White Rock Partners, White Rock Management and
White Rock, Inc. is engaged in the investment and investment management
business. Thomas U. Barton and Joseph U. Barton, both of whom are United States
citizens, are the shareholders of White Rock, Inc. The principal occupation of
each of Thomas U. Barton and Joseph U. Barton is their position as the officers
of White Rock, Inc. at White Rock, Inc.'s principal office. The principal
business address of each of White Rock Partners, White Rock Management, White
Rock, Inc., Thomas U. Barton and Joseph U. Barton is 3131 Turtle Creek
Boulevard, Suite 800, Dallas, Texas 75219.
Item 3. Source and Amount of Funds or Other Consideration.
White Rock Management expended approximately $1,443,887 of
the working capital of White Rock Clients other than Quasar Partners and Collins
Capital to purchase the Shares reported herein as being acquired since January
20, 1998 (the date of filing of the last statement on Schedule 13D). White Rock
Management expended approximately $226,718 of its working capital to purchase
the Shares reported herein as being acquired since January 20, 1998 (the date of
filing of the last statement on Schedule 13D). Since January 20, 1998 (the date
of filing of the last statement on Schedule 13D), Thomas U. Barton expended
approximately $37,294 of his personal funds to maintain the 55,000 Barton
Options.
The Shares (and securities derivative thereof) held by the
Reporting Persons for the accounts of Quasar Partners, other SFM Clients,
Collins Capital and White Rock Clients other than Quasar Partners and Collins
Capital, by White Rock Partners, by White Rock Management, by Thomas U. Barton
and by 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
<PAGE>
Page 11 of 16 Pages
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 1,326,000 Shares held
for the account of Quasar Partners (approximately 11.59% of the total number of
Shares outstanding).
(ii) White Rock Management may be deemed the beneficial
owner of 2,066,000 Shares (approximately 18.06% of the total number of Shares
outstanding). This number consists of (1) 1,326,000 Shares held for the account
of Quasar Partners, (2) 150,000 Shares held for the account of Collins Capital,
(3) 410,000 Shares held for the accounts of White Rock Clients other than Quasar
Partners and Collins Capital, (4) 160,000 Shares held for the account of White
Rock Partners and (5) 20,000 Shares held for its account.
(iii)White Rock, Inc. may be deemed the beneficial
owner of 2,066,000 Shares (approximately 18.06% of the total number of Shares
outstanding). This number consists of (1) 1,326,000 Shares held for the account
of Quasar Partners, (2) 150,000 Shares held for the account of Collins Capital,
(3) 410,000 Shares held for the accounts of White Rock Clients other than Quasar
Partners and Collins Capital, (4) 160,000 Shares held for the account of White
Rock Partners and (5) 20,000 Shares held for the account of White Rock
Management.
(iv) Thomas U. Barton may be deemed the beneficial
owner of 2,121,000 Shares (approximately 18.54% of the total number of Shares
outstanding assuming the exercise of the Barton Options). This number consists
of (1) 1,326,000 Shares held for the account of Quasar Partners, (2) 150,000
Shares held for the account of Collins Capital, (3) 410,000 Shares held for the
accounts of White Rock Clients other than Quasar Partners and Collins Capital,
(4) 160,000 Shares held for the account of White Rock Partners, (5) 20,000
Shares held for the account of White Rock Management and (6) 55,000 Shares
issuable upon exercise by Thomas U. Barton of the Barton Options currently held
for his account.
(v) Joseph U. Barton may be deemed the beneficial
owner of 2,091,000 Shares (approximately 18.27% of the total number of Shares
outstanding). This number consists of (1) 1,326,000 Shares held for the account
of Quasar Partners, (2) 150,000 Shares held for the account of Collins Capital,
(3) 410,000 Shares held for the accounts of White Rock Clients other than Quasar
Partners and Collins Capital, (4) 160,000 Shares held for the account of White
Rock Partners, (5) 20,000 Shares held for the account of White Rock Management
and (6) 25,000 Shares held for his personal account.
(vi) White Rock Partners may be deemed the beneficial
owner of the 160,000 Shares held for its account (approximately 1.40% of the
total number of Shares outstanding).
(b) (i) Each of White Rock Management (pursuant to the
Quasar Partners Letter), White Rock, Inc. (as the general partner of White Rock
Management), Thomas U. Barton (as a shareholder of White Rock, Inc.) and Joseph
U. Barton (as a shareholder of White Rock, Inc.) is currently vested with shared
power to direct the voting and disposition of the 1,326,000 Shares held for the
<PAGE>
Page 12 of 16 Pages
account Quasar Partners. SFM LLC has the contractual authority on behalf of
Quasar Partners to terminate the White Rock Contract within 60 days and, as a
result, 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 have the voting and dispositive power held by
White Rock with respect to the 1,326,000 Shares.
(ii) Each of White Rock Management (pursuant to the
Collins Capital Letter), White Rock, Inc. (as the general partner of White Rock
Management), Thomas U. Barton (as a shareholder of White Rock, Inc.) and Joseph
U. Barton (as a shareholder of White Rock, Inc.) is currently vested with shared
power to direct the voting and disposition of the 150,000 Shares held for the
account of Collins Capital.
(iii)Each of White Rock Management (pursuant to the
Collins Capital Letter), White Rock, Inc. (as the general partner of White Rock
Management), Thomas U. Barton (as a shareholder of White Rock, Inc.) and Joseph
U. Barton (as a shareholder of White Rock, Inc.) is currently vested with shared
power to direct the voting and disposition of the 410,000 Shares held for the
accounts of White Rock Clients other than Quasar Partners and Collins Capital.
(iv) Each of White Rock Management (as the general
partner of White Rock Partners), White Rock, Inc. (as the general partner of
White Rock Management), Thomas U. Barton (as a shareholder of White Rock, Inc.)
and Joseph U. Barton (as a shareholder of White Rock, Inc.) may be deemed to
have shared power to direct the voting and disposition of the 160,000 Shares
held for the account of White Rock Partners.
(v) Thomas U. Barton has 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.
(vi) Joseph U. Barton has the sole power to direct the
voting and disposition of the 25,000 Shares held for his account.
(vii)White Rock Partners has the sole power to direct
the voting and disposition of the 160,000 Shares held for its account.
(viii) White Rock Management has the sole power to
direct the voting and disposition of the 20,000 Shares held for his personal
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 January 20, 1998 (the date of filing of the last statement on
Schedule 13D) by any of the Reporting Persons, Collins Capital or Quasar
Partners.
<PAGE>
Page 13 of 16 Pages
(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)The shareholders or partners of each of the White
Rock Clients other than Quasar Partners and Collins Capital have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares, held by the respective White Rock Client in accordance with their
partnership or ownership interests in the respective White Rock Client.
(iv) 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.
(v) 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.
(vi) The partners of White Rock Partners have the right
to participate in the receipt of dividends from, or proceeds from the sale of,
the Shares held by White Rock Partners in accordance with their partnership
interests in White Rock Partners.
(vii)The partners of White Rock Management have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, the Shares held by White Rock Management in accordance with their
partnership interests in White Rock Management.
(e) Not applicable.
Each of SFM LLC, Mr. Soros and Mr. Druckenmiller expressly
disclaims beneficial ownership of any Shares (or securities derivative thereof)
not held for the accounts of the SFM Clients. Each of White Rock Management and
White Rock, Inc. expressly disclaims beneficial ownership of any Shares (or
securities derivative thereof) not held for the accounts of the White Rock
Clients, White Rock Management or White Rock Partners. 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, White Rock Management or White Rock Partners. 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, White Rock Management or White Rock Partners. White Rock Partners
expressly disclaims beneficial ownership of any Shares not held for its personal
account.
<PAGE>
Page 14 of 16 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 5, 1998 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
<PAGE>
Page 15 of 16 Pages
WHITE ROCK CAPITAL PARTNERS, L.P.
By: White Rock Capital Management, L.P.
Its General Partner
By: White Rock Capital, Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
-----------------------------
Thomas U. Barton
President
WHITE ROCK CAPITAL MANAGEMENT. L.P.
By: White Rock Capital Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
----------------------------------
Thomas U. Barton
President
WHITE ROCK CAPITAL, INC.
By: /S/ THOMAS U. BARTON
---------------------------------------
Thomas U. Barton
President
/S/ THOMAS U. BARTON
--------------------------------------------
Thomas U. Barton
/S/ JOSEPH U. BARTON
--------------------------------------------
Joseph U. Barton
<PAGE>
<TABLE>
<CAPTION>
Page 16 of 16 Pages
ANNEX A
RECENT TRANSACTIONS IN THE COMMON STOCK OF
HAIN FOOD GROUP, INC.
Date of Nature of Number of Price Per
For the Account of Transaction Transaction Shares Share
- ------------------ ----------- ----------- ---------- --------
<S> <C> <C> <C> <C>
White Rock Clients (other
than Quasar Partners and
Collins Capital)/1/ 01/22/98 BUY 25,000 $10.21
01/23/98 BUY 37,000 $10.8553
01/26/98 BUY 7,500 $11.2083
01/27/98 BUY 15,000 $11.548
01/29/98 BUY 15,500 $11.685
01/30/98 BUY 20,000 $11.336
02/03/98 BUY 10,000 $12.1875
White Rock Management 01/30/98 BUY 20,000 $11.336
/1/ Transactions effected at the direction of White Rock Capital Management, L.P.
</TABLE>
