UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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 13, 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 17 Pages
<PAGE>
Page 2 of 17 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 17 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 17 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 17 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 17 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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,916,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,916,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,916,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
16.75%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 17 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 1,916,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,916,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,916,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
16.75%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 17 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 1,916,000
Each
Reporting 9 Sole Dispositive Power
Person 55,000
With
10 Shared Dispositive Power
1,916,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,971,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
17.23%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 17 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 1,916,000
Each
Reporting 9 Sole Dispositive Power
Person 25,000
With
10 Shared Dispositive Power
1,916,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,941,000
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 10 of 17 Pages
This Amendment No. 4 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. 4 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. 4 is being filed by the Reporting Persons to
report the recent acquisition of Shares for the accounts of certain of the
Reporting Persons, 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 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").
Updated information concerning the Managing Directors of SFM LLC
is attached hereto as Annex A and incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
White Rock Management expended approximately $2,786,130 of the
working capital of White Rock Clients other than Quasar Partners and Collins
Capital to purchase the Shares reported herein as being acquired within the last
60 days. White Rock Management expended approximately $990,162 of the working
capital of White Rock Partners 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 Quasar Partners, other SFM Clients, Collins Capital, White Rock
Clients other than Quasar Partners and Collins Capital, White Rock Partners,
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 1,326,000 Shares held
for the account of Quasar Partners (approximately 11.59% of the total number of
Shares outstanding).
<PAGE>
Page 11 of 17 Pages
(ii) Each of White Rock Management and White Rock, Inc. may
be deemed the beneficial owner of 1,916,000 Shares (approximately 16.75% 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) 280,000 Shares held for the accounts of White
Rock Clients other than Quasar Partners and Collins Capital and (4) 160,000
Shares held for the account of White Rock Partners.
(iii) Thomas U. Barton may be deemed the beneficial owner of
1,971,000 Shares (approximately 17.23% 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) 280,000 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) 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
1,941,000 Shares (approximately 16.96% 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) 280,000 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) 25,000 Shares held for his account.
(v) 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).
Despite the increase reported herein in the number of Shares that
certain of the Reporting Persons may be deemed a beneficial owner of, the above
beneficial ownership percentage is lower than that reported in the previous
filing on Schedule 13D due to the fact that, based on information provided by
the Issuer, the outstanding number of Shares has increased since such filing.
(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
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, 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 1,326,000 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 280,000 Shares held for the
accounts of White Rock Clients other than Quasar Partners and Collins Capital.
<PAGE>
Page 12 of 17 Pages
(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.
(c) Except for the transactions disclosed on Annex B 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
November 21, 1997 (60 days prior to the date hereof) by any of the Reporting
Persons, Collins Capital or Quasar Partners.
<PAGE>
Page 13 of 17 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.
(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 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 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 or White Rock Partners. White Rock
Partners expressly disclaims beneficial ownership of any Shares not held for its
personal account.
<PAGE>
Page 14 of 17 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: January 20, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
---------------------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
---------------------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
---------------------------------------
Sean C. Warren
Attorney-in-Fact
<PAGE>
Page 15 of 17 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>
Page 16 of 17 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
Ron Hiram
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>
<CAPTION>
Page 17 of 17 Pages
ANNEX B
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/ 12/22/97 Buy 75,000 $8.813
1/12/98 Buy 20,000 $9.781
1/13/98 Buy 145,000 $10.403
1/14/98 Buy 30,000 $10.623
1/15/98 Buy 10,000 $10.25
White Rock Partners/1/ 12/01/97 Buy 20,000 $9.828
1/06/98 Buy 30,000 $9.87
1/09/98 Buy 40,000 $9.875
1/15/98 Buy 10,000 $10.25
/1/ Transactions effected at the direction of White Rock Capital Management, L.P.
</TABLE>
