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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)
April 24, 1998
THE HAIN FOOD GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22818 22-3240619
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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 April 24, 1998, the Company announced that it had executed a purchase
agreement pursuant to which the Company would acquire four leading natural food
businesses from The Shansby Group and other owners. The companies to be acquired
are Arrowhead Mills, Inc., DeBoles Nutritional Foods, Inc., Dana Alexander Inc.
and Garden of Eatin', Inc.
Under the terms of the purchase agreement, the Company has the option to
pay the aggregate purchase price of $80 million in either all cash or a
combination of cash and shares of its Common Stock, par value $.01 per share
(the "Common Stock"), including the assumption of $20 million in debt.
Consummation of the acquisitions is subject to certain conditions, including
satisfaction of the applicable requirements of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and clearance of the issuance of the
shares of Common Stock constituting cash merger consideration from the
Securities and Exchange Commission.
A copy of a press release issued by the Company on April 24, 1998 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
April 24, 1998
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: April 24, 1998 By: /s/ Irwin D. Simon
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Irwin D. Simon
President and Chief
Executive Officer
EXHIBIT INDEX
Number Description
20 Press release dated April 24, 1998
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:
Jack Kaufman, Chief Financial Officer Roger Spencer/Philip Thomas
The Hain Food Group The P.L. Thomas Group
(516) 237-6200 (312) 905-8060
FOR IMMEDIATE RELEASE
THE HAIN FOOD GROUP, INC. AGREES TO ACQUIRE FOUR
NATURAL FOOD BUSINESSES FOR $80 MILLION
UNIONDALE, NY, April 24, 1998 -- The Hain Food Group, Inc. ("Hain")
(Nasdaq: HAIN) announced that it has signed a purchase agreement to acquire four
leading natural food businesses from The Shansby Group and other owners. The
companies to be acquired are Arrowhead Mills, Inc., DeBoles Nutritional Foods,
Inc., Dana Alexander Inc., manufacturers and marketers of Terra Chips, and
Garden of Eatin', Inc. The aggregate purchase price for all of the businesses is
$80 million, including the assumption of $20 million in debt. Hain has the
option to pay either all cash or a combination of cash and common stock. The
acquisitions are expected to close on or around June 2, 1998, subject to
obtaining the customary regulatory approvals, according to Irwin D. Simon,
President and Chief Executive Officer.
Arrowhead Mills, which was founded in 1960, is a leading manufacturer and
marketer of high quality natural and organic foods under the Arrowhead name,
including several brand leaders in the cereal, flour and baking mix, packaged
grain and nut butter categories. DeBoles has been in business for over 65 years
and is the leading pasta producer in the natural food industry. Dana Alexander
Inc. was founded in 1987 and has been a successful innovator, manufacturer and
marketer of all-natural gourmet vegetable chips sold under the Terra Chips brand
name. The Garden of Eatin' brand, which was founded in
1980, includes category leading natural tortilla, corn chips and other snack
foods.
Mr. Simon commented, "This acquisition, following closely on our recent
acquisition of Westbrae Natural, is a major accomplishment and solidifies our
role as the leading natural food company. It brings us close to approximately
$200 million proforma annual sales. The brands we are acquiring represent an
ideal strategic fit and include important natural food categories in which we do
not currently participate, complement our existing categories, and enhance our
sales base with our existing customers."
"We will be the leader in many natural food sectors and there are
tremendous synergies between the brands we are acquiring and our existing
product lines. We anticipate that these acquisitions will lead to significant
efficiencies and cost savings in sales, marketing, manufacturing and
distribution, and will add to the current profitability of these product lines.
We are also bringing aboard experienced and talented managers and executives to
complement our already strong team," Mr. Simon concluded.
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 from those described or contemplated.
The Hain Food Group, headquartered in Uniondale, NY, is a specialty food
company which has "better for you" product lines comprised of the following key
brands: Hain Pure Foods(R) (an all-natural food brand including rice cakes and
other natural 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 Better Snacks(R) (snack foods); Weight Watchers(R) (dry and refrigerated
food products); and Alba(R) (dry milk mixes and shakes).