UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
March 6, 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 23 Pages
Exhibit Index: Page 19
<PAGE>
SCHEDULE 13G
CUSIP No. 405219106 Page 2 of 23 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)
11.56%
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 23 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)
11.56%
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 23 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)
11.56%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- -----------------------
/1/ See Item 4(a).
<PAGE>
SCHEDULE 13G
CUSIP No. 405219106 Page 5 of 23 Pages
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 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 200,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 200,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
200,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
1.74%
12 Type of Reporting Person*
PN; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 405219106 Page 6 of 23 Pages
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 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 22,000
Shares
Beneficially 6 Shared Voting Power
Owned By 2,119,000
Each
Reporting 7 Sole Dispositive Power
Person 22,000
With
8 Shared Dispositive Power
2,119,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,141,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
18.67%
12 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 405219106 Page 7 of 23 Pages
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 Citizenship or Place of Organization
TEXAS
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,141,000
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,141,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,141,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
18.67%
12 Type of Reporting Person*
CO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 405219106 Page 8 of 23 Pages
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 55,000
Shares
Beneficially 6 Shared Voting Power
Owned By 2,141,000
Each
Reporting 7 Sole Dispositive Power
Person 55,000
With
8 Shared Dispositive Power
2,141,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,196,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
19.15%
12 Type of Reporting Person*
IN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 405219106 Page 9 of 23 Pages
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 25,000
Shares
Beneficially 6 Shared Voting Power
Owned By 2,141,000
Each
Reporting 7 Sole Dispositive Power
Person 25,000
With
8 Shared Dispositive Power
2,141,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,166,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
18.88%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 23 Pages
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"),
(iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"),
(iv) White Rock Capital Partners, L.P., a Texas limited
partnership ("White Rock Partners"),
(v) White Rock Capital Management, L.P., a Texas limited
partnership ("White Rock Management"),
(vi) White Rock Capital, Inc., a Texas corporation ("White
Rock, Inc."),
(vii) Thomas U. Barton and
(viii) Joseph U. Barton.
This Statement relates to Shares that were acquired by 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.
This Statement also relates to Shares held for the accounts of White Rock
Partners, White Rock Management, Thomas U. Barton and Joseph U. Barton. The
general partner of White Rock Partners is White Rock Capital Management, the
general partner of which is White Rock, Inc. Thomas U. Barton and Joseph U.
Barton are the shareholders of White Rock, Inc.
<PAGE>
Page 11 of 23 Pages
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.
The address and principal business office 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 2(c) Citizenship:
i) SFM LLC is a Delaware limited liability company;
ii) Mr. Soros is a United States citizen;
iii) Mr. Druckenmiller is a United States citizen;
iv) White Rock Partners is a Texas limited partnership;
v) White Rock Management is a Texas limited partnership;
vi) White Rock, Inc. is a Texas corporation;
vii) Thomas U. Barton is a United States citizen; and
viii) Joseph U. Barton 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 March 5, 1998, each of the Reporting Persons may
be deemed the beneficial owner of the following number
of Shares:
<PAGE>
Page 12 of 23 Pages
(i) 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.
(ii) Each of White Rock, Inc. and White Rock Management
may be deemed to be the beneficial owner of 2,141,000 Shares. This number
consists of (1) 1,326,000 Shares held for the account of Quasar Partners, (2)
593,000 Shares held for the accounts of White Rock Clients, other than Quasar
Partners, (3) 200,000 Shares held for the account of White Rock Partners and (4)
22,000 Shares held for the account of White Rock Management.
(iii) Thomas U. Barton may be deemed the beneficial
owner of 2,196,000 Shares. This number consists of (1) 1,326,000 Shares held for
the account of Quasar Partners, (2) 593,000 Shares held for the accounts of
White Rock Clients, other than Quasar Partners, (3) 200,000 Shares held for the
account of White Rock Partners, (4) 22,000 Shares held for the account of White
Rock Management and (5) 55,000 Shares issuable upon exercise by Thomas U. Barton
of the options currently held for his account.
(iv) Joseph U. Barton may be deemed the beneficial
owner of 2,166,000 Shares. This number consists of (1) 1,326,000 Shares held for
the account of Quasar Partners, (2) 593,000 Shares held for the accounts of
White Rock Clients, other than Quasar Partners, (3) 200,000 Shares held for the
account of White Rock Partners, (4) 22,000 Shares held for the account of White
Rock Management and (5) 25,000 Shares held for his account.
(v) White Rock Partners may be deemed to be the
beneficial owner of the 200,000 Shares held for its account.
Item 4(b) Percent of Class:
(i) 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 11.56% of the total number of Shares outstanding.
(ii) The number of Shares of which each of White Rock, Inc.
and White Rock Management may be deemed to be the beneficial owner constitutes
approximately 18.67% of the total number of Shares outstanding.
(iii) The number of Shares of which Thomas U. Barton may be
deemed to be the beneficial owner constitutes approximately 19.15% of the total
number of Shares outstanding (assuming the exercise of the options held for his
account).
(iv) The number of Shares of which Joseph U. Barton may be
deemed to be the beneficial owner constitutes approximately 18.88% of the total
number of Shares outstanding (assuming the exercise of the options held for his
account).
(v) The number of Shares of which White Rock Partners may
be deemed to be the beneficial owner constitutes approximately 1.74% of the
total number of Shares outstanding.
<PAGE>
Page 13 of 23 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
White Rock Partners
-------------------
(i) Sole power to vote or to direct the vote: 200,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 200,000
(iv) Shared power to dispose or to direct the disposition of: 0
- ----------------------
/1/ See Item 4(a)
<PAGE>
Page 14 of 23 Pages
White Rock Management
---------------------
(i) Sole power to vote or to direct the vote: 22,000
(ii) Shared power to vote or to direct the vote: 2,119,000
(iii) Sole power to dispose or to direct the disposition of: 22,000
(iv) Shared power to dispose or to direct the disposition of:2,119,000
White Rock, Inc.
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,141,000
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
2,141,000
Thomas U. Barton
----------------
(i) Sole power to vote or to direct the vote: 55,000
(ii) Shared power to vote or to direct the vote: 2,141,000
(iii) Sole power to dispose or to direct the disposition of: 55,000
(iv) Shared power to dispose or to direct the disposition of:
2,141,000
Joseph U. Barton
----------------
(i) Sole power to vote or to direct the vote: 25,000
(ii) Shared power to vote or to direct the vote: 2,141,000
(iii) Sole power to dispose or to direct the disposition of: 25,000
(iv) Shared power to dispose or to direct the disposition of:
2,141,000
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
<PAGE>
Page 15 of 23 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(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 shareholders or partners of each of the White
Rock Clients (other than Quasar Partners) 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.
(iii) 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.
(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 options currently held for
this 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.
Each of SFM LLC, Mr. Soros and Mr. Druckenmiller expressly disclaims
beneficial ownership of any Shares held for the accounts of White Rock Clients
(other than Quasar Partners), White Rock Partners, White Rock Management, Thomas
U. Barton and Joseph U. Barton. White Rock Partners expressly disclaims
beneficial ownership of any Shares held for the accounts of the White Rock
Clients, White Rock Management, Thomas U. Barton and Joseph U. Barton. Thomas U.
Barton expressly disclaims beneficial ownership of any Shares held for the
account of Joseph U. Barton. Joseph U. Barton expressly disclaims beneficial
ownership of any Shares held for the account of Thomas U. Barton.
Information contained herein concerning SFM LLC, Mr. Soros, Mr.
Druckenmiller and Quasar Partners has been provided by SFM LLC. White Rock
Partners, White Rock Management, White Rock, Inc., Thomas U. Barton and Joseph
U. Barton assume no responsibility for such information. Information contained
herein concerning White Rock Partners, White Rock Management, White Rock, Inc.,
Thomas U. Barton and Joseph U. Barton has been provided by White Rock
Management. SFM LLC, Mr. Soros and Mr. Druckenmiller assume no responsibility
for such information.
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.
<PAGE>
Page 16 of 23 Pages
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 17 of 23 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: March 6, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Assistant General Counsel
Date: March 6, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 18 of 23 Pages
Date: March 6, 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
Date: March 6, 1998 WHITE ROCK CAPITAL MANAGEMENT. L.P.
By: White Rock Capital Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
----------------------------------
Thomas U. Barton
President
Date: March 6, 1998 WHITE ROCK CAPITAL, INC.
By: /S/ THOMAS U. BARTON
---------------------------------------
Thomas U. Barton
President
Date: March 6, 1998 /S/ THOMAS U. BARTON
--------------------------------------------
Thomas U. Barton
Date: March 6, 1998 /S/ JOSEPH U. BARTON
--------------------------------------------
Joseph U. Barton
<PAGE>
Page 19 of 23 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.................................... 20
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......................... 21
C. Joint Filing Agreement dated March 6, 1998 by and among
Soros Fund Management LLC, Mr. George Soros, Mr.
Stanley F. Druckenmiller, White Rock Capital Partners,
L.P., White Rock Capital Management, L.P., White Rock
Capital, Inc., Thomas U. Barton and Joseph U.
Barton................................................. 22
Page 20 of 23 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 21 of 23 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 22 of 23 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 March 6, 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(f) under the Securities Exchange
Act of 1934.
Date: March 6, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Assistant General Counsel
Date: March 6, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 23 of 23 Pages
Date: March 6, 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
Date: March 6, 1998 WHITE ROCK CAPITAL MANAGEMENT. L.P.
By: White Rock Capital Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
----------------------------------
Thomas U. Barton
President
Date: March 6, 1998 WHITE ROCK CAPITAL, INC.
By: /S/ THOMAS U. BARTON
---------------------------------------
Thomas U. Barton
President
Date: March 6, 1998 /S/ THOMAS U. BARTON
--------------------------------------------
Thomas U. Barton
Date: March 6, 1998 /S/ JOSEPH U. BARTON
--------------------------------------------
Joseph U. Barton
