<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INTERNATIONAL HOME FOODS, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
459655 10 6
(CUSIP Number)
THOMAS O. HICKS
200 CRESCENT COURT
SUITE 1600
DALLAS, TEXAS 75201
(214) 740-7300
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
Copy to:
A. WINSTON OXLEY
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 220-7891
August 28, 1998
(Date of Event which Requires Filing of this Statement on Schedule 13D)
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<PAGE> 2
CUSIP NO. 459655 10 6
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Thomas O. Hicks
- ------------------------------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------------------------------
3 SEC use only
- ------------------------------------------------------------------------------------------------------
4 Source of Funds PF;BK;AF;OO
- ------------------------------------------------------------------------------------------------------
5 Check 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 564,043
Number of Shares Beneficially --------------------------------------------------------------
Owned by Each Reporting 8 Shared Voting Power 43,025,012
Person With --------------------------------------------------------------
9 Sole Dispositive Power 564,043
--------------------------------------------------------------
10 Shared Dispositive Power 43,025,012
- ------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person (1) 43,589,055
- ------------------------------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 56.2%
- ------------------------------------------------------------------------------------------------------
14 Type of Reporting Person IN
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) The reporting person expressly disclaims beneficial ownership
with respect to any shares other than shares owned of record by such reporting
person. See Item 5.
Page 2 of 11
<PAGE> 3
CUSIP NO. 459655 10 6
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Hicks, Muse, Tate & Furst
Equity Fund III, L.P.
- ------------------------------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------------------------------
3 SEC use only
- ------------------------------------------------------------------------------------------------------
4 Source of Funds OO;BK
- ------------------------------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------------------------------
6 Citizenship or Place of Organization State of Delaware
- ------------------------------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially --------------------------------------------------------------
Owned by Each Reporting 8 Shared Voting Power 42,092,466
Person With --------------------------------------------------------------
9 Sole Dispositive Power 0
--------------------------------------------------------------
10 Shared Dispositive Power 42,092,466
- ------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person 42,092,466
- ------------------------------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 54.3%
- ------------------------------------------------------------------------------------------------------
14 Type of Reporting Person PN
- ------------------------------------------------------------------------------------------------------
</TABLE>
Page 3 of 11
<PAGE> 4
CUSIP NO. 459655 10 6
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
HM3/GP Partners, L.P.
- ------------------------------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------------------------------
3 SEC use only
- ------------------------------------------------------------------------------------------------------
4 Source of Funds OO;AF;BK
- ------------------------------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------------------------------
6 Citizenship or Place of Organization State of Texas
- ------------------------------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially --------------------------------------------------------------
Owned by Each Reporting 8 Shared Voting Power 42,303,599
Person With --------------------------------------------------------------
9 Sole Dispositive Power 0
--------------------------------------------------------------
10 Shared Dispositive Power 42,303,599
- ------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person 42,303,599
- ------------------------------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 54.6%
- ------------------------------------------------------------------------------------------------------
14 Type of Reporting Person PN
- ------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 5
CUSIP NO. 459655 10 6
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Hicks, Muse GP Partners III, L.P.
- ------------------------------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------------------------------
3 SEC use only
- ------------------------------------------------------------------------------------------------------
4 Source of Funds OO;BK;AF
- ------------------------------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------------------------------
6 Citizenship or Place of Organization State of Texas
- ------------------------------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially --------------------------------------------------------------
Owned by Each Reporting 8 Shared Voting Power 43,025,012
Person With --------------------------------------------------------------
9 Sole Dispositive Power 0
--------------------------------------------------------------
10 Shared Dispositive Power 43,025,012
- ------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person 43,025,012
- ------------------------------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 55.5%
- ------------------------------------------------------------------------------------------------------
14 Type of Reporting Person PN
- ------------------------------------------------------------------------------------------------------
</TABLE>
Page 5 of 11
<PAGE> 6
CUSIP NO. 459655 10 6
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------
1 Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
Hicks, Muse Fund III Incorporated
- ------------------------------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------------------------------
3 SEC use only
- ------------------------------------------------------------------------------------------------------
4 Source of Funds OO;BK;AF
- ------------------------------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------------------------------
6 Citizenship or Place of Organization State of Texas
- ------------------------------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of Shares Beneficially --------------------------------------------------------------
Owned by Each Reporting 8 Shared Voting Power 43,025,012
Person With --------------------------------------------------------------
9 Sole Dispositive Power 0
--------------------------------------------------------------
10 Shared Dispositive Power 43,025,012
- ------------------------------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by each Reporting Person 43,025,012
- ------------------------------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 55.5%
- ------------------------------------------------------------------------------------------------------
14 Type of Reporting Person CO
- ------------------------------------------------------------------------------------------------------
</TABLE>
Page 6 of 11
<PAGE> 7
The information contained in this Schedule 13D is as of the date
hereof, unless otherwise expressly provided herein.
ITEM 1. SECURITY AND ISSUER.
The class of equity security to which this Schedule 13D relates is
the Common Stock, par value $0.01 per share (the "Common Stock"), of
International Home Foods, Inc., a Delaware corporation (the "Company"). The
address of the Company's principal executive offices is 1633 Littleton Road,
Parsippany, New Jersey 07054.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Thomas O. Hicks, a United States
citizen, Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited
partnership ("Fund III"), HM3/GP Partners, L.P., a Texas limited partnership
("HM3"), Hicks, Muse GP Partners III, L.P., a Texas limited partnership
("Partners III"), and Hicks, Muse Fund III Incorporated, a Texas corporation
("Fund III Inc."). Thomas O. Hicks, Fund III, HM3, Partners III and Fund III
Inc. are collectively referred to herein as the "Reporting Persons." Each
Reporting Person disclaims responsibility for the completeness and accuracy of
the information contained in this Schedule 13D concerning the other Reporting
Persons.
Thomas O. Hicks is a controlling person, the Chairman of the Board
and Chief Executive Officer of Fund III Inc., a private investment firm
primarily engaged in leveraged acquisitions, recapitalizations, and other
principal investing activities. Fund III, Inc. is the general partner of
Partners III, which is the general partner of HM3, which is the general partner
Fund III. The principal business address of Thomas O. Hicks, Fund III, HM3,
Partners III and Fund III Inc. is 200 Crescent Court, Suite 1600 Court, Suite
1600, Dallas, Texas 75201.
None of the Reporting Persons, during the last five years, (i) has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On August 28, 1998, Thomas O. Hicks acquired 25,000 shares of Common
Stock with $446,875 of his personal funds.
On August 31, 1998, Thomas O. Hicks acquired 125,000 shares of
Common Stock with $2,239,063 of his personal funds.
On September 1, 1998, Thomas O. Hicks acquired 50,000 shares of
Common Stock with $850,000 of his personal funds.
On September 2, 1998, Thomas O. Hicks acquired 42,000 shares of
Common Stock with $756,000 of his personal funds.
On September 3, 1998, Thomas O. Hicks acquired 8,000 shares of
Common Stock with $139,000 of his personal funds.
See Item 5 for a summary description of the source and amount of
funds or other consideration used in making purchases of the shares of Common
Stock beneficially owned by the Reporting Person. Except for the acquisition of
the 250,000 shares of Common Stock described above, all other shares of Common
Stock held and previously acquired by the Reporting Persons have been previously
reported on Schedules 13G filed by the Reporting Persons on February 4, 1998.
ITEM 4. PURPOSE OF THE TRANSACTION.
The shares of Common Stock purchased by Thomas O. Hicks have been
acquired for investment purposes. However, because of the percentage of Common
Stock collectively held by the Reporting Persons, the Reporting Persons
effectively control the Company.
(a), (b), (c), (d), (e), (f), (g), (h), (i) and (j) None of the
Reporting Persons have plans or proposals which relate to or would result in:
(i) the acquisition by any person of additional securities of the Company, or
the disposition of securities of the Company; (ii) an extraordinary corporate
transaction, such a merger, reorganization or liquidation of
Page 7 of 11
<PAGE> 8
the Company or any of its subsidiaries; (iii) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (iv) any change in
the present board of directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the Company's board of directors; (v) any material change in the
present capitalization or dividend policy of the Company; (vi) any other
material change in the Company's business or corporate structure, including but
not limited to, if the Company is a registered closed-end investment company,
and any plans or proposals to make any changes in its investment policy for
which a vote is required by section 13 of the Investment Company Act of 1940;
(vii) changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person; (viii) causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (ix) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (x) any action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Thomas O. Hicks may be deemed to beneficially own
43,589,055 shares of Common Stock, representing approximately 56.2% of the total
outstanding shares of Common Stock. Mr. Hicks has sole voting and dispositive
power with respect to 564,043 shares. Of the 564,043 shares for which Mr. Hicks
has sole voting and dispositive power, (i) 540,785 shares are owned of record by
Mr. Hicks and (ii) 23,258 shares held of record by trusts of which Mr. Hicks
serves as sole trustee. Mr. Hicks has shared voting and dispositive power with
respect to the remaining 43,025,012 shares as a result of the relationships
described in the paragraphs below.
Of the 43,025,012 shares for which Mr. Hicks has shared voting and
dispositive power, (i) 42,092,466 shares are owned by Fund III, (ii) 721,413
shares are owned by HM3 Coinvestors, L.P., a Texas limited partnership whose
ultimate general partner is Fund III, Inc. ("Coinvestors"), and (iii) 211,133
shares are owned by HM3/IH Partners, L.P., a Texas limited partnership whose
ultimate general partner is Fund III, Inc ("IH Partners").
Mr. Hicks is the Chairman of the Board and Chief Executive Officer
of Fund III, Inc. Fund III, Inc. is the general partner of Partners III, which
is the general partner of Coinvestors and HM3. HM3 is the general partner of IH
Partners and Fund III. Mr. Hicks is a limited partner of Coinvestors.
(c) Of the 490,785 shares owned of record by Mr. Hicks, Mr. Hicks
acquired (i) 100,000 shares on November 18, 1997 with $200,000 of his personal
funds, (ii) 190,875 shares in a distribution from Coinvestors in February 1998
and (iii) 250,000 shares as described in Item 3.
Fund III, Inc. may be deemed to beneficially own 43,025,012 shares
of Common Stock, representing approximately 55.5% of the total outstanding
shares of Common Stock. Partners III may be deemed to beneficially own
43,025,012 shares of Common Stock, representing approximately 55.5% of the total
outstanding shares of Common Stock. HM3 may be deemed to beneficially own
42,303,599 shares of Common Stock, representing approximately 54.6% of the total
outstanding shares of Common Stock. Fund III, Inc., Partners III and HM3 have
shared dispositive and voting power over the shares each beneficially owns.
Fund III may be deemed to beneficially own 42,092,466 shares of
Common Stock, representing approximately 54.3% of the total outstanding shares
of Common Stock. Fund III acquired all of its shares through a property dividend
from AHFP Holding Corporation ("AHFP") on November 14, 1997. On November 1,
1996, AHFP purchased the shares (other than those described below) distributed
to Fund III in a leverage buyout for $5.33 per share. The buyout was financed
through (i) borrowings under the Company's senior bank facilities with The Chase
Manhattan Bank, Bankers Trust Company and Morgan Stanley Senior Funding, Inc.,
(ii) the issuance of $400 million 103/8% Senior Subordinated Notes due 2006 of
the Company in a Rule 144A offering managed by Chase Securities Inc and BT
Securities Corporation, and (iii) an equity contribution from partners of Fund
III. In September 1997, Fund III contributed certain assets to AHFP in
consideration for additional shares of AHFP's common stock. AHFP in turn sold
the contributed assets to the Company in consideration of certain shares of
Common Stock. Such shares of Common Stock were distributed to the shareholders
of AHFP, including Fund III, on November 14, 1997, in the property dividend
described above. Fund III has shared dispositive and voting power over its
shares.
Except for the acquisition of the 250,000 shares described in Item
3, all other shares of Common Stock held and previously acquired by the
Reporting Persons has been previously reported on Schedules 13G filed by the
Reporting Persons on February 4, 1998. Each of the Reporting Persons expressly
disclaims beneficial ownership with respect to any shares of Common Stock not
owned by such Reporting Person of record.
Page 8 of 11
<PAGE> 9
The percent of outstanding shares of Common Stock is based on
77,456,875 shares outstanding as of September 1, 1998.
(d) The right to receive distributions, and proceeds from the sale
of, the 42,092,466 shares of Common Stock held of record by Fund III is governed
by its limited partnership agreement, and such distributions or proceeds may be
made with respect to the general and limited partnership interests in Fund III.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Mr. Thomas O. Hicks and Fund III are parties to that certain
Registration Rights Agreement, dated November 1, 1996, between the Company and
the other parties signatory thereto (the "Registration Rights Agreement"). The
Registration Rights Agreement provides that parties thereto are entitled to
exercise three demand and certain "piggy-back" rights to require the Company to
register the Common Stock held by them for sale under the Securities Act of
1933. In addition, the demand rights may only be exercised with respect to a
number of shares that is at least equal to the lesser of (i) five percent of the
number of shares then outstanding and (ii) that number of shares having an
estimated aggregate offering price of at least $20.0 million. The exercise of
the demand and piggy-back rights are subject to such other limitations and
conditions as are customary in registration rights agreements. The foregoing
summary of the Registration Rights Agreement is qualified in its entirety by
reference to the Registration Rights Agreement, a copy of which is incorporated
herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Registration Rights Agreement, dated November 1, 1998,
between the Company and the signatories thereto.(1)
(b) Power of Attorney for Thomas O. Hicks.*
(c) Joint Filing Statement, dated September 2, 1998, among Thomas
O. Hicks, Fund III, HM3, Partners III and Fund III, Inc.*
(d) Indenture, dated November 1, 1996, between the Company and
United States Trust Company of New York.(1)
(e) Credit Agreement, dated November 1, 1996, amended and
restated July 1, 1997, by and among the Company and the banks
signatory thereto.(2)
- ----------------------
* Filed herewith.
(1) Incorporated by reference to the Company's Registration Statement
on Form S-4, dated February 19, 1997, File No. 333-18859.
(2) Incorporated by reference to the Company's Amendment No. 2 to
Registration Statement on Form S-1, dated November 14, 1997, File
No. 333-36249.
Page 9 of 11
<PAGE> 10
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.
Dated: September 8, 1998 THOMAS O. HICKS
By: /s/ DAVID W. KNICKEL
---------------------------------------
David W. Knickel, Attorney-in-Fact
Dated: September 8, 1998 HICKS, MUSE, TATE & FURST EQUITY
FUND, III, L.P.
By: HM3/GP Partners, L.P.,
Its General Partner
By: Hicks, Muse GP Partners III, L.P.,
Its General Partner
By: Hicks, Muse Fund III Incorporated,
Its General Partner
By: /s/ DAVID W. KNICKEL
--------------------------------------
Name: David W. Knickel
------------------------------------
Title: Treasurer and Assistant Secretary
-----------------------------------
Dated: September 8, 1998 HM3/GP PARTNERS, L.P.
By: Hicks, Muse GP Partners III, L.P.,
its General Partner
By: Hicks, Muse Fund III Incorporated,
its General Partner
By: /s/ DAVID W. KNICKEL
--------------------------------------
Name: David W. Knickel
------------------------------------
Title: Treasurer and Assistant Secretary
-----------------------------------
Dated: September 8, 1998 HICKS, MUSE GP PARTNERS III, L.P.
By: Hicks, Muse Fund III Incorporated,
its General Partner
By: /s/ DAVID W. KNICKEL
--------------------------------------
Name: David W. Knickel
------------------------------------
Title: Treasurer and Assistant Secretary
-----------------------------------
Dated: September 8, 1998 HICKS, MUSE FUND III INCORPORATED
By: /s/ DAVID W. KNICKEL
--------------------------------------
Name: David W. Knickel
------------------------------------
Title: Treasurer and Assistant Secretary
-----------------------------------
Page 10 of 11
<PAGE> 11
EXHIBIT INDEX
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Registration Rights Agreement, dated November 1, 1998,
between the Company and the signatories thereto.(1)
(b) Power of Attorney for Thomas O. Hicks.*
(c) Joint Filing Statement, dated September 2, 1998, among Thomas
O. Hicks, Fund III, HM3, Partners III and Fund III, Inc.*
(d) Indenture, dated November 1, 1996, between the Company and
United States Trust Company of New York.(1)
(e) Credit Agreement, dated November 1, 1996, amended and
restated June 17, 1998, by and among the Company and the
banks signatory thereto.(2)
- ----------------------
* Filed herewith.
(1) Incorporated by reference to the Company's Registration Statement
on Form S-4, dated February 19, 1997, File No. 333-18859.
(2) Incorporated by reference to the Company's Amendment No. 2 to
Registration Statement on Form S-1, dated November 14, 1997, File
No. 333-36249.
<PAGE> 1
EXHIBIT B
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULES 13D AND 13G
Know all by these presents, that the undersigned hereby constitutes
and appoints each of Lawrence D. Stuart, Jr., Michael D. Salim, and David W.
Knickel, signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (a) Forms 3, 4 and 5
(including amendments thereto) in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder and (b)
Schedules 13D and 13G (including amendments thereto) in accordance
with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934
and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such
Form 3, 4 or 5 or Schedule 13D or 13G (including amendments thereto)
and file that Form or Schedule with the Securities and Exchange
Commission and any stock exchange, self-regulatory association or
any other authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of the attorney-in-fact, may be of
benefit to, in the best interest of, or legally required of the
undersigned, it being understood that the documents executed by the
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
The undersigned hereby grants to each attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that each
attorney-in-fact, or the attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, and their substitutes, in serving in such capacity
at the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 13 or Section 16 of the Securities
Exchange Act of 1934.
The undersigned agrees that each attorney-in-fact may rely entirely
on information furnished orally or in writing by the undersigned to the
attorney-in-fact.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 and Schedules 13D
and 13G (including amendments thereto) with respect to the undersigned's
holdings of and transactions in securities, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
This Power of Attorney does not revoke any other power of attorney that the
undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed effective as of the date written below.
/s/ Thomas O. Hicks
--------------------------------------
Signature
Thomas O. Hicks
--------------------------------------
Type or Print Name
12/5/97
--------------------------------------
Date
<PAGE> 1
EXHIBIT C
JOINT FILING STATEMENT
Each of the undersigned agree that (i) the Statement on Schedule 13D
relating to the common stock, par value $.01 per share, of International Home
Foods has been adopted and filed on behalf of each of them, (ii) all future
amendments to such Statement on Schedule 13D will, unless written notice to the
contrary is delivered as described below, be jointly filed on behalf of each of
them and (iii) the provisions of Rule 13d-1(f)(1) under the Securities Exchange
Act of 1934 apply to each of them. This Agreement may be terminated with respect
to the obligations to jointly file future amendments to such Statement on
Schedule 13D as to any of the undersigned upon such person giving written notice
thereof to each of the other persons signatory hereto, at the principal office
thereof.
Dated: September 8, 1998 THOMAS O. HICKS
By: /s/ DAVID W. KNICKEL
---------------------------------------
David W. Knickel, Attorney-in-Fact
Dated: September 8, 1998 HICKS, MUSE, TATE & FURST EQUITY
FUND, III, L.P.
By: HM3/GP Partners, L.P.,
Its General Partner
By: Hicks, Muse GP Partners III, L.P.,
Its General Partner
By: Hicks, Muse Fund III Incorporated,
Its General Partner
By: /s/ DAVID W. KNICKEL
--------------------------------------
Name: David W. Knickel
------------------------------------
Title: Treasurer and Assistant Secretary
-----------------------------------
Dated: September 8, 1998 HM3/GP PARTNERS, L.P.
By: Hicks, Muse GP Partners III, L.P.,
its General Partner
By: Hicks, Muse Fund III Incorporated,
its General Partner
By: /s/ DAVID W. KNICKEL
--------------------------------------
Name: David W. Knickel
------------------------------------
Title: Treasurer and Assistant Secretary
-----------------------------------
Dated: September 8, 1998 HICKS, MUSE GP PARTNERS III, L.P.
By: Hicks, Muse Fund III Incorporated,
its General Partner
By: /s/ DAVID W. KNICKEL
--------------------------------------
Name: David W. Knickel
------------------------------------
Title: Treasurer and Assistant Secretary
-----------------------------------
Dated: September 8, 1998 HICKS, MUSE FUND III INCORPORATED
By: /s/ DAVID W. KNICKEL
--------------------------------------
Name: David W. Knickel
------------------------------------
Title: Treasurer and Assistant Secretary
-----------------------------------
