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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. 3)*
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)
December 2, 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 11 Pages
Page 2 of 11 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*
WC
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 303,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 303,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
303,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
2.26%
14 Type of Reporting Person*
PN; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 11 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 2,833,600
Each
Reporting 9 Sole Dispositive Power
Person 22,000
With
10 Shared Dispositive Power
2,833,600
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,855,600
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
21.28%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 11 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 2,855,600
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
2,855,600
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,855,600
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
21.28%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 11 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) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 55,000
Shares
Beneficially 8 Shared Voting Power
Owned By 2,855,600
Each
Reporting 9 Sole Dispositive Power
Person 55,000
With
10 Shared Dispositive Power
2,855,600
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,910,600
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
21.60%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 11 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) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 25,000
Shares
Beneficially 8 Shared Voting Power
Owned By 2,855,600
Each
Reporting 9 Sole Dispositive Power
Person 25,000
With
10 Shared Dispositive Power
2,855,600
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,880,600
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
21.47%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 11 Pages
This Amendment No. 3 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. 3 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. 3 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 $1,975,271 of the
working capital of White Rock Clients and White Rock Partners expended
approximately $1,208,000 of its working capital to purchase the Shares reported
herein as being acquired since October 16, 1998 (the date of filing of the last
Statement on Schedule 13D).
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 2,855,600 Shares (approximately 21.28% of the total number
of Shares outstanding). This number consists of (1) 2,530,600 Shares held for
the accounts of the White Rock Clients, (2) 303,000 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 2,855,600 Shares (approximately 21.28% of the total number of Shares
outstanding). This number consists of (1) 2,530,600 Shares held for the accounts
of the White Rock Clients, (2) 303,000 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 2,910,600 Shares (approximately 21.60% of the total number of Shares
outstanding assuming the exercise of the Barton Options). This number consists
of (1) 2,530,600 Shares held for the accounts of White Rock Clients, (2) 303,000
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 2,880,600 Shares (approximately 21.47% of the total number of Shares
outstanding). This number consists of (1) 2,530,600 Shares held for the accounts
of White Rock Clients, (2) 303,000 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 8 of 11 Pages
(v) White Rock Partners may be deemed the beneficial
owner of the 303,000 Shares held for its account (approximately 2.26% 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 2,530,600 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 303,000 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 303,000 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 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 October 16, 1998 (the date of filing of the last Statement on
Schedule 13D) 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 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: December 4, 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 10 of 11 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 11 of 11 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
- ------------------ ----------- ----------- ------ -----
White Rock Clients/1/ 11/23/98 BUY 35,000 $19.9821
11/25/98 BUY 10,000 $18.6875
11/27/98 BUY 10,000 $20.4765
11/27/98 BUY 10,000 $20.4765
11/27/98 BUY 3,100 $20.4765
11/27/98 BUY 10,000 $20.4765
11/30/98 BUY 20,000 $20.5625
White Rock Partners 12/02/98 BUY 50,000 $19.1875
12/03/98 BUY 13,000 $19.1250
/1/ Transactions effected at the direction of White Rock Capital Management, L.P.