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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 6, 1999
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.)
50 Charles Lindbergh Boulevard
Uniondale, New York 11553
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 237-6200
Item 5. Other Events
On April 6, 1999, the Company announced that it had executed a purchase
agreement pursuant to which the Company would acquire the stock of privately
held Natural Nutrition Group, Inc., a manufacturer and marketer of premium
natural and organic food products sold under the Health Valley(R),
Breadshop's(R) and Casbah(R) brands.
Under the terms of the purchase agreement, the purchase price consists of
$70 million in cash and a $10 million convertible note. Consummation of the
acquisition is subject to certain conditions, including satisfaction of the
applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.
A copy of a press release issued by the Company on April 6, 1999 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 6, 1999
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 6, 1999 By: /s/ Gary Jacobs
-----------------------
Gary Jacobs
Chief Financial Officer
EXHIBIT INDEX
Number Description
20 Press release dated April 6, 1999
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:
Gary Jacobs, Chief Financial Officer Roger Spencer/Philip Thomas
The Hain Food Group The P.L. Thomas Group, Inc.
(516) 237-6200 (312) 906-8060
HAIN FOOD GROUP ACQUIRES
HEALTH VALLEY(R), BREADSHOP'S(R) AND CASBAH(R)
Uniondale, NY, April 6, 1999 -- The Hain Food Group, Inc. (Nasdaq: HAIN)
announced a purchase agreement to acquire the stock of privately held Natural
Nutrition Group, Inc., a leading manufacturer and marketer of premium natural
and organic food products in the United States sold under the Health Valley(R),
Breadshop's(R) and Casbah(R) brands. The purchase price consists of $70 million
in cash and a five year $10 million convertible note. The acquisition is
expected to be accretive and to close on or about May 5, 1999, subject to
obtaining customary regulatory approvals, according to Irwin D. Simon, president
and chief executive officer.
Natural Nutrition Group, headquartered in Chicago with manufacturing
facilities in California, manufactures and markets over 200 products including
breakfast cereals and granolas, granola bars, cereal bars, cookies, crackers,
and other baked goods, and canned and instant soups and chilis, as well as other
food products, primarily under its Health Valley, Breadshop's and Casbah brands.
Natural Nutrition Group's branded products are made using only natural
ingredients and many of the products are also made with organic ingredients,
which complements Hain's existing product offerings.
Many of the Natural Nutrition Group's products have been marketed for over
25 years and include Health Valley(R) Spicy Vegetarian Chili, Breadshop's(R)
Honey Gone Nuts(R) Cereal, Health Valley(R) Apple Cobbler Cereal Bars, Health
Valley(R) Amazing Apple!(R) Hot Breakfast Cereal, Health Valley(R) Soy Moo(R)
Non-
Dairy Beverage and Casbah(R) Teapot Soups. Annual revenues of the acquired
brands are approximately $75 million.
Simon commented, "This acquisition, following our acquisitions last July of
the Arrowhead Mills, DeBoles Nutritional Foods, Terra Chips and Garden of Eatin'
businesses, is a major accomplishment that further solidifies our role as a
leading natural food company and brings our annual sales to approximately $300
million. The brands we are acquiring represent an ideal strategic fit and
include important natural food categories that complement our existing
categories and enhance our sales base with our existing customers. We are
particularly excited about the potential synergies between these new brands and
our existing business. Like our prior successful acquisitions, we anticipate
efficiencies and cost savings in the manufacturing, distribution, sales,
marketing, general and administrative functions."
The Company also announced that it has arranged a committed $160 million
senior secured loan facility with IBJ Whitehall Bank & Trust Company, as
administrative agent and arranger, and Fleet Bank, N.A., as syndication agent
and co-arranger, which provides for a $30 million revolving credit facility and
$130 million of term loans. This facility will be used to complete this
acquisition, refinance the Company's existing indebtedness and provide for
ongoing working capital needs. It is expected that the closing of this credit
facility will coincide with the closing of the acquisition of Natural Nutrition
Group.
Bear, Stearns & Co. Inc. acted as advisors for The Hain Food Group in
connection with this acquisition.
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 natural,
specialty and snack food company. The Company is a leader in many of the top 15
natural food categories, with such well-known natural food product lines as Hain
Pure Foods(R), Westbrae(R) Natural, Westsoy(R), Arrowhead Mills(R), Garden of
Eatin'(R), Terra Chips(R), DeBoles(R), Earth's Best(R) and Nile Spice. The
Company's principal specialty and snack food product lines include Hollywood(R)
cooking oils, Estee(R) sugar-free products, Weight Watchers(R) dry and
refrigerated products, Kineret(R) kosher
foods, Boston Better Snacks(R), Harry's Premium Snacks and Alba Foods(R).