UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 25049
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
THE HAIN FOOD GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
405219 10 6
- --------------------------------------------------------------------------------
(CUSIP Number)
Irwin D. Simon
The Hain Food Group, Inc.
50 Charles Lindbergh Boulevard
Uniondale, New York 11553
(516) 237-6200
Copy to:
Roger Meltzer
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications
December 8, 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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule ss.ss. 240.13d-7(b) 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
disclosures 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 405219 10 6
Page 2 of 6 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Irwin D. Simon
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7. SOLE VOTING POWER
1,869,378
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,869,378
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,869,378
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
This Amendment No. 1 amends and supplements the Schedule 13D ("Schedule
13D") filed by Irwin D. Simon with respect to the common stock, par value $.01
per share, of The Hain Food Group, Inc., a Delaware corporation.
ITEM 1. Security and Issuer
The class of securities to which this Schedule 13D relates is the common
stock, par value $.01 per share ("Common Stock"), of The Hain Food Group, Inc.,
a Delaware corporation (the "Company"). The address of the principal executive
offices of the Company is 50 Charles Lindbergh Boulevard, Uniondale, New York
11553.
ITEM 5. Interest in Securities of the Issuer
Item 5(a) is amended by adding the following:
"On June 30, 1997, Mr. Simon was granted 145,000 options to purchase
Common Stock at a purchase price of $4.8125 per share under the Company's
1994 Long Term Incentive and Stock Award Plan (the "1994 Plan") in a
transaction exempt from Section 16(b) of the Exchange Act pursuant to Rule
16b-3 promulgated thereunder. Of such options, 125,000 were conditionally
granted subject to stockholder approval of an amendment to the 1994 Plan
which was received at a stockholders' meeting held on December 9, 1997.
On October 27, 1997, Mr. Simon purchased 15,000 shares of Common Stock
from the Company at a purchase price of $2.75 per share in a private
transaction approved by the Company's Board of Directors and exempt from
Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant
to Rule 16b-3 promulgated thereunder.
On December 3, 1997, Mr. Simon sold 125,000 shares of the Company's
Common Stock in an underwritten public offering pursuant to a registration
statement (file no. 333-38939) filed with the Securities and Exchange
Commission on October 28, 1997 and declared effective on December 2, 1997.
Mr. Simon received $8.50 per share as proceeds from the sale of such
shares.
Page 3 of 6 Pages
<PAGE>
On May 18, 1998, Mr. Simon sold 25,000 shares of Common Stock at a
sale price of $21.50 per share in a transaction affected in accordance with
Rule 144 under the Securities Act of 1933, as amended (the "Securities
Act").
On November 12, 1998, Mr. Simon invested 50,000 shares of Common Stock
at an investment value of $20.13 per share in exchange for partnership
units in Greene Street 1998 Exchange Fund, L.P., a fund established to
provide portfolio diversification and professional investment management to
executives and significant stockholders of major corporations.
On November 30, 1998, Mr. Simon sold 8,000 shares of Common Stock at a
sale price of $20.3594 per share in a transaction affected in accordance
with Rule 144 under the Securities Act.
On December 1, 1998, Mr. Simon sold 4,000 shares of Common Stock at a
sale price of $19.09375 per share in a transaction affected in accordance
with Rule 144 under the Securities Act.
On December 8, 1998, Mr. Simon received options under the 1994 Plan to
purchase 400,000 shares of the Common Stock at an exercise price of $17.625
per share in a transaction exempt from Section 16(b) of the Exchange Act
pursuant to Rule 16b-3 promulgated thereunder."
Items 5(b)-5(d) are deleted in their entirety and replaced with the
following:
"(b) Mr. Simon has sole power to vote and to dispose of the number of
shares set forth on the cover page of this Schedule 13D.
(c) Mr. Simon has not effected any other transactions in the Common
Stock within the past 60 days.
(d) No person other than Mr. Simon has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, the securities reported on this Schedule."
Page 4 of 6 Pages
<PAGE>
ITEM 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer
Item 6 is amended by adding the following:
"1994 Long Term Incentive and Stock Award Plan
The Company's 1994 Plan, as amended, provides for the granting of an
aggregate of 2,400,000 shares of Common Stock of the Company to key employees."
Page 5 of 6 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 8, 1998
By: /s/ Irwin D. Simon
---------------------------
Name: Irwin D. Simon
Page 6 of 6 Pages
