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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 8, 1997
THE HAIN FOOD GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22818 22-3240619
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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50 Charles Lindbergh Boulevard
Uniondale, New York 11553
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 237-6200
Item 5. Other Events
On September 8, 1997, The Hain Food Group, Inc., a Delaware corporation
(the "Company"), announced today that it had executed a non-binding letter of
intent with Westbrae Natural, Inc., a Delaware corporation ("Westbrae"),
pursuant to which Hain and Westbrae have agreed to negotiate a definitive
agreement pursuant to which Hain would acquire for cash all of the outstanding
shares of Westbrae in a tender offer and merger transaction.
Under the terms of the proposed definitive agreement, a wholly owned
subsidiary of Hain would commence a cash tender offer of $3.625 per share for
all the outstanding shares and shares under options of Westbrae, representing a
purchase price of approximately $23.5 million. In connection with the
contemplated transactions, Hain also expects to reach an agreement pursuant to
which certain directors of Westbrae will agree to tender shares in the offer
representing approximately 68.9% of Westbrae's outstanding shares. Execution of
the proposed definitive agreement and consummation of the contemplated
transactions are subject to certain conditions, including, without limitation,
final negotiation of definitive terms, Hain's ability to obtain financing and
the satisfactory completion of Hain's due diligence review. In addition, Hain
will not proceed with the tender offer and the contemplated transactions unless
definitive agreements are executed on or prior to September 11, 1997.
A copy of a press release issued by the Company on September 8, 1997 is
attached hereto as Exhibit 20 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
20 Press release dated
September 8, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE HAIN FOOD GROUP, INC.
Dated: September 8, 1997 By: /s/ Jack Kaufman
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Jack Kaufman
Chief Financial Officer
EXHIBIT INDEX
Number Description Page
- ------ ----------- ----
20 Press release dated September 8, 1997 5
Exhibit 20
NEWS RELEASE
THE HAIN FOOD GROUP
50 Charles Lindbergh Blvd.
Uniondale, NY 11553
(516) 237-6200
Fax: (516) 237-6240
For Further Information
Please Contact:
Irwin D. Simon, President & C.E.O. Roger Spencer/Philip Thomas
Hain Food Group The P.L. Thomas Group
(516) 237-6200 (312) 905-8060
FOR IMMEDIATE RELEASE
THE HAIN FOOD GROUP, INC. ANNOUNCES
LETTER OF INTENT TO ACQUIRE
WESTBRAE NATURAL, INC.
UNIONDALE, NY, September 8, 1997 -- The Hain Food Group, Inc. ("Hain")
(Nasdaq:NOSH), announced today that it had executed a non-binding letter of
intent with Westbrae Natural, Inc. ("Westbrae") (Nasdaq:WNAT) pursuant to which
Hain and Westbrae have agreed to negotiate a definitive agreement whereby Hain
would acquire for cash all of the outstanding shares of Westbrae in a tender
offer and merger transaction.
Under the terms of the proposed definitive agreement, a wholly-owned
subsidiary of Hain would commence a cash tender offer of $3.625 per share for
all of the outstanding shares and shares under option of Westbrae, representing
a purchase price of approximately $23.5 million. In connection with the
contemplated transactions, Hain also expects to reach an agreement pursuant to
which certain directors and officers of Westbrae will agree to tender shares in
the offer representing approximately 69 percent of Westbrae's outstanding
shares. Execution of the proposed definitive agreement and consummation of the
contemplated transactions are subject to certain conditions, including final
negotiation of definitive terms, Hain's ability to obtain financing and the
satisfactory completion of Hain's due diligence review. In addition, Hain may
not proceed with the tender offer and the contemplated transactions if
definitive agreements are not executed on or prior to September 11, 1997.
Irwin D. Simon, president and chief executive officer, commented, "Hain
received preliminary approval from its bank for financing of the transaction and
a closing of the acquisition is expected to occur by late October. The
acquisition is expected to be accretive to Hain's earnings and place Hain's
annual revenues, pro forma for the acquisition, at well over $100 million.
Andrew Jacobson, currently president of Westbrae, will join the Hain
organization upon closing of the transaction and will have a senior role in the
management of Hain and Westbrae's natural food business."
Westbrae (formerly known as Vestro Natural Foods Inc.) is headquartered in
Carson, California and is a leading formulator and marketer of high quality
natural and organic foods sold under the brand names Westbrae Natural, Westsoy,
Little Bear and Bearitos, encompassing 300 food items such as non-dairy
beverages, chips, snacks, beans and soups. Westbrae products are sold nationally
and its 1997 sales are estimated at $37 million.
Mr. Simon continued, "The acquisition of Westbrae is another major
milestone in the evolution of The Hain Food Group, following our successful
acquisitions of Hain Pure Food Company in 1994, Estee Foods in 1995, Boston
Popcorn in 1997, and the recent license arrangement with HJ Heinz Company to
manufacture and sell dry and refrigerated Weight Watchers products. The
acquisition of Westbrae follows our strategy of acquiring specialty food
businesses that fit well with our other brands and offer cost efficiencies in
management and operations. Westbrae's operations are an ideal fit with this
strategy and are expected to provide Hain with potentially significant synergies
in the manufacture, marketing and sale of Hain Pure Food and Westbrae natural
food products."
Certain of the statements in this press release are forward-looking in
nature and, accordingly, are subject to risks and uncertainties. The actual
results achieved may differ materially.
The Hain Food Group, headquartered in Uniondale, NY, is a specialty food
company which has a product portfolio comprised of nine key brands: Hain Pure
Foods(R), an all-natural food brand including rice cakes and other snack 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 food
products and Alba(R) dry milk mixes and shakes.