SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. 7)*
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)
March 16, 2000
_____________________________________
(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
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 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 11 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 405219106 Page 2 of 11 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 Source of Funds*
Not applicable.
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 394,500
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 394,500
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
394,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.17%
14 Type of Reporting Person*
PN; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 405219106 Page 3 of 11 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 Source of Funds*
Not applicable.
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 23,000
Shares
Beneficially 8 Shared Voting Power
Owned By 1,755,100
Each
Reporting 9 Sole Dispositive Power
Person 23,000
With
10 Shared Dispositive Power
1,755,100
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,778,100
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
9.79%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 405219106 Page 4 of 11 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 Source of Funds*
Not applicable.
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 1,778,100
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,778,100
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,778,100
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
9.79%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 405219106 Page 5 of 11 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 Source of Funds*
Not applicable.
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 30,000
Shares
Beneficially 8 Shared Voting Power
Owned By 1,778,100
Each
Reporting 9 Sole Dispositive Power
Person 30,000
With
10 Shared Dispositive Power
1,778,100
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,808,100
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
9.94%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 405219106 Page 6 of 11 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 Source of Funds*
Not applicable.
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 1,778,100
Each
Reporting 9 Sole Dispositive Power
Person 25,000
With
10 Shared Dispositive Power
1,778,100
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,803,100
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
9.93%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 11 Pages
This Amendment No. 7 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. 7 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. 7 is being filed to report that as a result of the recent
disposition of Shares of the Issuer, the number of Shares of which the Reporting
Person may be deemed the beneficial owner has decreased by more than one percent
of the total outstanding Shares.
Item 5 Interest in Securities of the Issuer.
(a) (i) White Rock Management may be deemed the beneficial
owner of 1,778,100 Shares (approximately 9.79% of the
total number of Shares outstanding). This number
consists of (1) 1,360,600 Shares held for the accounts
of the White Rock Clients, (2) 394,500 Shares held for
the account of White Rock Partners and (3) 23,000
Shares held for its account.
(ii) White Rock, Inc. may be deemed the beneficial owner of
1,778,100 Shares (approximately 9.79% of the total
number of Shares outstanding). This number consists of
(1) 1,360,600 Shares held for the accounts of the
White Rock Clients, (2) 394,500 Shares held for the
account of White Rock Partners and (3) 23,000 Shares
held for the account of White Rock Management.
(iii) Thomas U. Barton may be deemed the beneficial owner of
1,808,100 Shares (approximately 9.94% of the total
number of Shares outstanding assuming the exercise of
the Barton Options). This number consists of (1)
1,360,600 Shares held for the accounts of White Rock
Clients, (2) 394,500 Shares held for the account of
White Rock Partners, (3) 23,000 Shares held for the
account of White Rock Management and (4) 30,000 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
1,803,100 Shares (approximately 9.93% of the total
number of Shares outstanding). This number consists of
(1) 1,360,600 Shares held for the accounts of White
Rock Clients, (2) 394,500 Shares held for the account
of White Rock Partners, (3) 23,000 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 394,500 Shares held for its account
(approximately 2.17% 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 1,360,600 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 394,500 Shares held for
the account of White Rock Partners.
<PAGE>
Page 8 of 11 Pages
(iii) Thomas U. Barton has the sole power to direct the
voting and disposition of the 30,000 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 394,500 Shares held for
its account.
(vi) White Rock Management has the sole power to direct the
voting and disposition of the 23,000 Shares held for
its 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 January 22, 2000 (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 11 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 22, 2000 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
WHITE ROCK CAPITAL, INC.
By: /S/ PAULA STOREY
---------------------------------------
Paula Storey
Attorney-in-Fact
<PAGE>
Page 10 of 11 Pages
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>
Page 11 of 11 Pages
ANNEX A
RECENT TRANSACTIONS IN THE COMMON STOCK OF
HAIN FOOD GROUP, INC.
<TABLE>
<CAPTION>
For the Account of Date of Nature of Number of Price Per
- ------------------
White Rock Clients/1/ Transaction Transaction Shares Share
----------- ----------- ------ -----
<S> <C> <C> <C> <C>
3/16/00 SELL 56,500 $27.415
3/16/00 SELL 40,000 $27.415
3/16/00 SELL 35,000 $27.415
3/16/00 SELL 45,000 $27.415
3/16/00 SELL 85,000 $27.415
3/16/00 SELL 24,000 $27.415
3/16/00 SELL 4,500 $27.415
3/17/00 SELL 8,500 $26.874
3/17/00 SELL 2,500 $26.874
3/17/00 SELL 5,000 $26.874
3/17/00 SELL 19,000 $26.874
3/20/00 SELL 33,000 $26.820
3/20/00 SELL 2,000 $26.820
3/22/00 SELL 966,000 $24.999
3/22/00 SELL 34,000 $24.999
3/22/00 SELL 75,000 $24.999
3/22/00 SELL 20,000 $24.999
3/22/00 SELL 10,000 $24.999
3/22/00 SELL 20,000 $24.999
3/22/00 SELL 30,000 $24.999
3/22/00 SELL 15,000 $24.999
3/22/00 SELL 5,000 $24.999
White Rock Partners 3/22/00 SELL 25,000 $24.999
- -----------------
/1/ Transactions effected at the direction of White Rock Capital Management, L.P.
</TABLE>
