SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)*
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)
October 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(e), 13d-1(f) or 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 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 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 pages)
Page 1 of 15 Pages
Exhibit Index: Page 12
<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*
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 240,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 240,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
240,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
1.80%
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 2,672,500
Each
Reporting 9 Sole Dispositive Power
Person 22,000
With
10 Shared Dispositive Power
2,672,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,694,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
20.16%
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 2,694,500
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,694,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,694,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
20.16%
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) [x]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 55,000
Shares
Beneficially 8 Shared Voting Power
Owned By 2,694,500
Each
Reporting 9 Sole Dispositive Power
Person 55,000
With
10 Shared Dispositive Power
2,694,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,749,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
20.49%
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) [x]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 25,000
Shares
Beneficially 8 Shared Voting Power
Owned By 2,694,500
Each
Reporting 9 Sole Dispositive Power
Person 25,000
With
10 Shared Dispositive Power
2,694,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,719,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
20.35%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 15 Pages
This Amendment No. 2 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. 2 supplementally amends the initial statement
on Schedule 13D dated May 11, 1998, and all amendments thereto (collectively,
the "Initial Statement"), filed by the Reporting Persons (as defined herein).
This Amendment No. 2 is being filed to report that as a result of the recent
acquisition of Shares of the Issuer, the number of Shares of which the Reporting
Person may be deemed the beneficial owner has increased by more than one percent
of the total outstanding Shares.
Item 3. Source and Amount of Funds or Other Consideration.
White Rock Management expended approximately $2,034,078 of the
working capital of White Rock Clients to purchase the Shares reported herein as
being acquired since August 17, 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
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 5. Interest in Securities of the Issuer.
(a) (i) White Rock Management may be deemed the beneficial
owner of 2,694,500 Shares (approximately 20.16% of the total number of Shares
outstanding). This number consists of (1) 2,432,500 Shares held for the accounts
of the White Rock Clients, (2) 240,000 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 2,694,500 Shares (approximately 20.16% of the total number of Shares
outstanding). This number consists of (1) 2,432,500 Shares held for the accounts
of the White Rock Clients, (2) 240,000 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 2,749,500 Shares (approximately 20.49% of the total number of Shares
outstanding assuming the exercise of the Barton Options). This number consists
of (1) 2,432,500 Shares held for the accounts of White Rock Clients, (2) 240,000
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 2,719,500 Shares (approximately 20.35% of the total number of Shares
outstanding). This number consists of (1) 2,432,500 Shares held for the accounts
of White Rock Clients, (2) 240,000 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.
<PAGE>
Page 8 of 15 Pages
(v) White Rock Partners may be deemed the beneficial
owner of the 240,000 Shares held for its account (approximately 1.80% of the
total number of Shares outstanding).
(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 2,432,500 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 240,000 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 240,000 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 August 17, 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 9 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: October 16, 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/ Paula Storey
-----------------------
Paula Storey
Attorney-in-Fact
WHITE ROCK CAPITAL MANAGEMENT, L.P.
By: White Rock Capital Inc.
Its General Partner
By:/s/ Paula Storey
------------------------------------
Paula Storey
Attorney-in-Fact
<PAGE>
Page 10 of 15 Pages
WHITE ROCK CAPITAL, INC.
By: /s/ Paula Storey
------------------------------------------
Paula Storey
Attorney-in-Fact
THOMAS U. BARTON
By: /s/ Paula Storey
------------------------------------------
Paula Storey
Attorney-in-Fact
JOSEPH U. BARTON
By: /s/ Paula Storey
------------------------------------------
Paula Storey
Attorney-in-Fact
<PAGE>
<TABLE>
<CAPTION>
Page 11 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/ 8/17/98 BUY 1,000 $17.3300
10/5/98 BUY 36,500 $13.3116
10/6/98 BUY 15,000 $14.1667
10/7/98 BUY 10,000 $13.3750
10/8/98 BUY 16,000 $13.0000
10/9/98 BUY 37,500 $13.8433
10/12/98 BUY 20,000 $13.1250
10/13/98 BUY 15,000 $13.0000
_________________________
/1/ Transactions effected at the direction of White Rock Capital Management, L.P.
</TABLE>
<PAGE>
Page 12 of 15 Pages
EXHIBIT INDEX
Page No.
--------
A. Power of Attorney dated October 7th, 1998 granted by
Mr. Thomas U. Barton in favor of Paula Storey
............................................................... 13
B. Power of Attorney dated October 7th, 1998 granted by
Mr. Joseph U. Barton in favor of Paula
Storey......................................................... 14
C. Power of Attorney dated October 7th, 1998 granted by
White Rock Capital, Inc. in favor of Paula
Storey......................................................... 15
Page 13 of 15 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, THOMAS U. BARTON, hereby make,
constitute and appoint PAULA STOREY, 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 President of, or in other capacities with
White Rock Capital, Inc., 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 7th day of
October, 1998.
/s/ Thomas U. Barton
----------------------------------------
THOMAS U. BARTON
Page 14 of 15 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOSEPH U. BARTON, hereby make,
constitute and appoint PAULA STOREY, 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 Secretary or Treasurer of, or in other
capacities with White Rock Capital, Inc., 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 7th day of
October, 1998.
/s/ Joseph U. Barton
---------------------------------------------
JOSEPH U. BARTON
Page 15 of 15 Pages
EXHIBIT C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned White Rock Capital Inc., a
corporation organized and existing under the laws of the state of Texas (the
"Company"), hereby designates, constitutes and appoints PAULA STOREY, acting
individually, as its true and lawful agent and attorney-in-fact, to execute and
deliver, in the name and on behalf of the undersigned, 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.
IN WITNESS WHEREOF, this instrument is executed as of the 7th day of October,
1998.
WHITE ROCK CAPITAL, INC.
/s/ Thomas U. Barton
---------------------------------------
Thomas U. Barton
President
