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- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________ Amendment No. 2 To SCHEDULE 14D-1 Tender Offer Statement Pursuant To Section 14(d)(1) of the Securities Exchange Act of 1934 and SCHEDULE 13D Under the Securities Exchange Act of 1934 ________________ Westbrae Natural Inc. (Name of Subject Company) ________________ The Hain Food Group, Inc. Hain Acquisition Corp. (Bidders) ________________ Common Stock, par value $.01 per share (Title of Class of Securities) ________________ 957150-10-5 (CUSIP Number of Class of Securities) ________________ Irwin D. Simon President and Chief Executive Officer The Hain Food Group, Inc. 50 Charles Lindbergh Boulevard Uniondale, New York 11553 (516) 237-6200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) ________________ Copy to: Roger Meltzer, Esq. Cahill Gordon & Reindel 80 Pine Street New York, New York 10005 (212) 701-3000 CUSIP No. 957150-10-5 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons The Hain Food Group, Inc. I.R.S. No. 223240619 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Sources of Funds (See Instructions) BK, WC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person 5,731,904 - -------------------------------------------------------------------------------- 8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) 96.3% - -------------------------------------------------------------------------------- 10. Type of Reporting Person (See Instructions) CO Exhibit Index begins on Page 7 (Page 2 of 7 Pages) CUSIP No. 957150-10-5 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Hain Acquisition Corp. I.R.S. No. (pending) - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Sources of Funds (See Instructions) BK, WC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person 5,731,904 - -------------------------------------------------------------------------------- 8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) 96.3% - -------------------------------------------------------------------------------- 10. Type of Reporting Person (See Instructions) CO Exhibit Index begins on Page 7 (Page 3 of 7 Pages) The Hain Food Group, Inc., a Delaware Corporation (the "Parent"), and Hain Acquisition Corp., a Delaware Corporation (the "Purchaser") and a wholly owned subsidiary of Parent, hereby amend and supplement their Tender Offer Statement on Schedule 14D-1 (as amended, the "Statement"), originally filed on September 12, 1997, with respect to their offer to purchase all outstanding shares of Common Stock, par value $.01 per share (the "Common Stock"), of Westbrae Natural, Inc., a Delaware corporation (the "Company"), as set forth in this Amendment No. 2. Capitalized terms not defined herein shall have the meanings assigned thereto in the Statement. Immediately following the acceptance by the Purchaser of the shares of Common Stock tendered, the Purchaser merged with and into the Company pursuant to Section 253 of the Delaware General Corporation Law. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a) and (b): The Offer expired at 3:00 p.m., New York City time, on Tuesday, October 14, 1997. Based on information provided by the depositary, Continental Stock Transfer & Trust Company, there were validly tendered and not withdrawn approximately 5,731,904 shares of Common Stock, including notices of guaranteed delivery, or approximately 96.3% of the outstanding shares of Common Stock. The shares of Common Stock validly tendered and not withdrawn at such time were accepted for payment. On October 15, 1997, the Parent issued the press release attached hereto as Exhibit (a)(9). ITEM 11. MATERIALS TO BE FILED AS EXHIBITS. (a)(9) Press Release issued by the Parent on October 15, 1997. Exhibit Index begins on Page 7 (Page 4 of 7 Pages) SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. THE HAIN FOOD GROUP, INC. By:/s/ Irwin D. Simon ------------------------------ Name: Irwin D. Simon Title: President and Chief Executive Officer Dated: October 15, 1997 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. HAIN ACQUISITION CORP. By:/s/ Irwin D. Simon ------------------------------- Name: Irwin D. Simon Title: President Dated: October 15, 1997 EXHIBIT NO. DESCRIPTION - ------- ----------- (a)(9) -- Press release issued by Parent on October 15, 1997
THE HAIN FOOD GROUP 50 CHARLES LINDBERGH BOULEVARD UNIONDALE, NEW YORK 11553 For Further Information Please Contact: Jack Kaufman, Chief Financial Roger Spencer/Philip Thomas Officer The P.L. Thomas Group Hain Food Group 312/906-8060 516/237-6200 FOR IMMEDIATE RELEASE THE HAIN FOOD GROUP, INC. COMPLETES THE WESTBRAE NATURAL, INC. ACQUISITION UNIONDALE, NY, October 15, 1997 -- The Hain Food Group, Inc. (Nasdaq: NOSH) announced today that it had successfully completed its $3.625 per share cash tender offer to acquire all of the outstanding shares of Westbrae Natural, Inc. (Nasdaq: WNAT). At the expiration of the tender offer on October 14, 1997, 5,731,904 shares of Westbrae stock including notices of guaranteed delivery, were tendered and not withdrawn in the offer. Consequently, Hain owns over 96% of the total outstanding common stock of Westbrae. Accordingly, Hain will be able to acquire the remaining shares outstanding at $3.625 per share by merging a wholly-owned subsidiary into Westbrae without a meeting or vote of Westbrae stockholders in a so-called "short-form" merger. Hain expects to complete the merger today. Irwin D. Simon, president and chief executive officer of Hain said, "We are extremely pleased with the successful consummation of the acquisition which adds a very important natural and organic food company to our specialty food product lines and makes Hain the leading natural foods Company. Westbrae's brands include Westbrae Natural, Westsoy, Little Bear and Bearitos, encompassing approximately 300 food items such as non-dairy beverages, chips, snacks, beans and soups. Westbrae products are sold nationally and they have enjoyed strong growth in sales and operating results in recent years." Mr. Simon added, "In view of Westbrae's recent operating results, and anticipated costs savings that may result from integration of the combined Hain and Westbrae natural food business, we expect the acquisition of Westbrae would be immedi- -more- ately accretive to Hain's earnings. In addition, Andrew Jacobson of Westbrae has joined the Hain organization as a senior executive and will have a major role in the management of Hain's entire natural food business." Certain of the statements in this press release are forward-looking in nature and, accordingly, are subject to risks and uncertainties. The actual results may differ from those described or contemplated. The Hain Food Group, headquartered in Uniondale, NY, is a specialty food company which has a product line comprised of the following key brands: Hain Pure Foods(R) (an all-natural food brand including rice cakes and other snack foods); Westbrae(R), Westsoy(R), Little Bear(R) and Bearitos(R) (natural non-dairy beverages, snacks, and other natural foods); Estee(R) (sugar-free and fructose- sweetened products); Hollywood(R) (safflower, canola, and peanut oils, mayonnaise and margarine); Kineret(R) (kosher foods); Featherweight(R) (low- sodium foods); Farm Foods(R) (frozen vegetarian products); Boston Popcorn(R) (snack foods); Weight Watchers(R) (dry and refrigerated weight control products); and Alba Foods(R) (dry milk mixes and shakes). ## ## ##