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.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
-------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 29, 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(e), 13d-1(f) or 13d-1(g), check the following box
[x].
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 15 Pages
Exhibit Index: Page 13
<PAGE>
Page 2 of 15 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 210,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 210,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
210,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.81%
14 Type of Reporting Person*
PN; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 15 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 22,000
Shares
Beneficially 8 Shared Voting Power
Owned By 2,344,000
Each
Reporting 9 Sole Dispositive Power
Person 22,000
With
10 Shared Dispositive Power
2,344,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,366,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
20.37%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 15 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 2,366,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,366,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,366,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
20.37%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 15 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 2,366,000
Each
Reporting 9 Sole Dispositive Power
Person 55,000
With
10 Shared Dispositive Power
2,366,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,421,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
20.85%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 15 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 2,366,000
Each
Reporting 9 Sole Dispositive Power
Person 25,000
With
10 Shared Dispositive Power
2,366,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,391,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
20.59%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 15 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 20% 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 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 on
Schedule 13D relates to Shares that were acquired by White Rock Management on
behalf of certain institutional clients (the "White Rock Clients"), pursuant to
separate investment advisory contracts (collectively, the "White Rock
Contracts").
This Statement also relates to Shares held for the accounts of
White Rock Partners, White Rock Management and Joseph U. Barton, as well as
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 general partner of White Rock Partners is White Rock
Management, the general partner of which is White Rock, Inc. Each of 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 officers of White Rock at White Rock'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.
During the past five years, none of the Reporting Persons, the
White Rock Clients 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.
Item 3. Source and Amount of Funds or Other Consideration.
White Rock Management expended approximately $4,756,842 of the
working capital of White Rock Clients to purchase the Shares reported herein as
being acquired since March 12, 1998 (60 days prior to the date hereof).
The Shares (and securities derivative thereof) held by the
Reporting Persons for the accounts of the White Rock Clients, by White Rock
<PAGE>
Page 8 of 15 Pages
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 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 reported herein as having been acquired for or
disposed of from the accounts of the White Rock Clients, White Rock Partners,
White Rock Management, Thomas U. Barton and Joseph U. Barton were acquired or
disposed of for investment purposes. Neither the White Rock Clients, 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, or cause to be
disposed of, 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, and/or the White Rock Clients, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) White Rock Management may be deemed the beneficial owner
of 2,366,000 Shares (approximately 20.37% of the total number of Shares
outstanding). This number consists of (1) 2,134,000 Shares held for the accounts
of the White Rock Clients, (2) 210,000 Shares held for the account of White Rock
Partners and (3) 22,000 Shares held for its account.
(ii) White Rock, Inc. may be deemed the beneficial owner of
2,366,000 Shares (approximately 20.37% of the total number of Shares
outstanding). This number consists of (1) 2,134,000 Shares held for the accounts
of the White Rock Clients, (2) 210,000 Shares held for the account of White Rock
Partners and (3) 22,000 Shares held for the account of White Rock Management.
(iii) Thomas U. Barton may be deemed the beneficial owner of
2,421,000 Shares (approximately 20.85% of the total number of Shares outstanding
assuming the exercise of the Barton Options). This number consists of (1)
2,134,000 Shares held for the accounts of White Rock Clients, (2) 210,000 Shares
held for the account of White Rock Partners, (3) 22,000 Shares held for the
account of White Rock Management and (4) 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
2,391,000 Shares (approximately 20.59% of the total number of Shares
outstanding). This number consists of (1) 2,134,000 Shares held for the accounts
of White Rock Clients, (2) 210,000 Shares held for the account of White Rock
Partners, (3) 22,000 Shares held for the account of White Rock Management and
(4) 25,000 Shares held for his personal account.
(v) White Rock Partners may be deemed the beneficial owner
of the 210,000 Shares held for its account (approximately 1.81% of the total
number of Shares outstanding).
<PAGE>
Page 9 of 15 Pages
(b) (i) Each of White Rock Management (pursuant to the White
Rock Contracts), 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 2,134,000 Shares held for the
accounts of the White Rock Clients.
(ii) 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 210,000 Shares held for the
account of White Rock Partners.
(iii) 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.
(iv) Joseph U. Barton has the sole power to direct the
voting and disposition of the 25,000 Shares held for his account.
(v) White Rock Partners has the sole power to direct the
voting and disposition of the 210,000 Shares held for its account.
(vi) White Rock Management has the sole power to direct the
voting and disposition of the 22,000 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 March 12, 1998 (60 days prior to the date hereof) by any of the
Reporting Persons.
(d) (i) The shareholders or partners of each of the White Rock
Clients 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.
(ii) 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.
(iii) 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.
(iv) 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.
(v) 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.
<PAGE>
Page 10 of 15 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 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
<PAGE>
Page 11 of 15 Pages
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 12 of 15 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/1/ 04/24/98 BUY 100,000 $21.143
04/27/98 BUY 5,000 $20.3123
04/29/98 BUY 25,000 $20.3083
05/01/98 BUY 40,000 $21.536
05/04/98 BUY 10,000 $23.188
05/05/98 BUY 20,000 $21.029
05/8/98 BUY 15,000 $20.775
White Rock Partners/1/ 05/08/98 BUY 10,000 $20.775
/1/ Transactions effected at the direction of White Rock Capital Management, L.P.
</TABLE>
<PAGE>
Page 13 of 15 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement dated May 11, 1998 by and among
White Rock Capital Partners, L.P., White Rock Capital
Management, L.P., White Rock Capital, Inc., Thomas U.
Barton and Joseph U. Barton............................ 14
Page 14 of 15 Pages
EXHIBIT A
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 May 11, 1998 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(k)
under the Securities Exchange Act of 1934.
Date: May 11, 1998 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
<PAGE>
Page 15 of 15 Pages
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
