-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AseFqr5MOzweBlXk41u5vb4hY8aO0alyr86lPif7uYaFhMb+5BnjR98Wxw6HsUb1 EupH3+NFKW3kBjZ8r1jnGQ== 0000921530-00-000072.txt : 20000403 0000921530-00-000072.hdr.sgml : 20000403 ACCESSION NUMBER: 0000921530-00-000072 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000331 GROUP MEMBERS: JOSEPH U. BARTON GROUP MEMBERS: THOMAS U. BARTON GROUP MEMBERS: WHITE ROCK CAPITAL MANAGEMENT LP GROUP MEMBERS: WHITE ROCK CAPITAL PARTNERS, L.P. GROUP MEMBERS: WHITE ROCK CAPITAL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAIN FOOD GROUP INC CENTRAL INDEX KEY: 0000910406 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 223240619 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-47517 FILM NUMBER: 591635 BUSINESS ADDRESS: STREET 1: 50 CHARLES LINDBERGH BLVD CITY: UNIONDALE STATE: NY ZIP: 11553 BUSINESS PHONE: 5162376200 MAIL ADDRESS: STREET 1: 50 CHARLES LINBERGH BLVD CITY: UNIONDALE STATE: NY ZIP: 11553 FORMER COMPANY: FORMER CONFORMED NAME: KINERET ACQUISITION CORP DATE OF NAME CHANGE: 19931021 FORMER COMPANY: FORMER CONFORMED NAME: 21ST CENTURY FOOD PRODUCTS CORP DATE OF NAME CHANGE: 19930830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHITE ROCK CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001051272 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3131 TURLTE CREEK BLVD CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2149793000 MAIL ADDRESS: STREET 1: 3131 TURTLE CREEK BLVD CITY: DALLAS STATE: TX ZIP: 75219 SC 13G 1 SC 13G RE HAIN FOOD GROUP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* HAIN FOOD GROUP, INC. _____________________ (Name of Issuer) Common Stock, $0.01 Par Value _______________________________ (Title of Class of Securities) 405219106 ______________ (CUSIP Number) March 31, 2000 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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 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 the following page(s) Page 1 of 17 pages Exhibit Index: Page 13 SCHEDULE 13G CUSIP No. 405219106 Page 2 of 17 Pages 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 Citizenship or Place of Organization TEXAS 5 Sole Voting Power Number of 394,500 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 394,500 With 8 Shared Dispositive Power 0 9 Aggregate Amount of Beneficially Owned by Each Reporting Person 394,500 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ X ] 11 Percent of Class Represented By Amount in Row (9) 2.17% 12 Type of Reporting Person* PN; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 405219106 Page 3 of 17 Pages 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 Citizenship or Place of Organization TEXAS 5 Sole Voting Power Number of 23,000 Shares Beneficially 6 Shared Voting Power Owned By 1,755,100 Each Reporting 7 Sole Dispositive Power Person 23,000 With 8 Shared Dispositive Power 1,755,100 9 Aggregate Amount of Beneficially Owned by Each Reporting Person 1,778,100 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ X ] 11 Percent of Class Represented By Amount in Row (9) 9.79% 12 Type of Reporting Person* PN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 405219106 Page 4 of 17 Pages 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 Citizenship or Place of Organization TEXAS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,778,100 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,778,100 9 Aggregate Amount of Beneficially Owned by Each Reporting Person 1,778,100 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 9.79% 12 Type of Reporting Person* CO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 405219106 Page 5 of 17 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Person (ENTITIES ONLY) THOMAS U. BARTON 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 30,000 Shares Beneficially 6 Shared Voting Power Owned By 1,778,100 Each Reporting 7 Sole Dispositive Power Person 30,000 With 8 Shared Dispositive Power 1,778,100 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,808,100 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 9.94% 12 Type of Reporting Person* IN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 405219106 Page 6 of 17 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Person (ENTITIES ONLY) JOSEPH U. BARTON 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 25,000 Shares Beneficially 6 Shared Voting Power Owned By 1,778,100 Each Reporting 7 Sole Dispositive Power Person 25,000 With 8 Shared Dispositive Power 1,778,100 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,803,100 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 9.93% 12 Type of Reporting Person* IN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 17 Pages The Shares reported herein were previously reported on a Schedule 13D, the last amendment of which was filed on March 22, 2000. There has been no change in the beneficial ownership of the Reporting Persons (as defined below) since the filing of such amendment. Item 1(a). Name of Issuer: Hain Food Group, Inc. (the "Issuer"). Item 1(b). Address of the Issuer's Principal Executive Offices: 50 Charles Lindbergh Boulevard, Uniondale, NY 11553. Item 2(a) Address of the Issuer's Principal Executive Offices: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) White Rock Capital Partners, L.P., a Texas limited partnership ("White Rock Partners"), (ii) White Rock Capital Management, L.P., a Texas limited partnership ("White Rock Management"), (iii) White Rock Capital, Inc., a Texas corporation ("White Rock, Inc."), (iv) Thomas U. Barton and (v) Joseph U. Barton. This Statement relates to Shares that were acquired by White Rock Management on behalf of certain institutional clients (the "White Rock Clients"). This Statement also relates to Shares held for the accounts of White Rock Partners, White Rock Management, Thomas U. Barton and Joseph U. Barton. The general partner of White Rock Partners is White Rock Management, the general partner of which is White Rock, Inc. Thomas U. Barton and Joseph U. Barton are the shareholders of White Rock, Inc. Item 2(b). Address of Principal Business Office or, if None, Residence: The address and principal business office of each of White Rock Partners, White Rock Management, White Rock, Inc., Thomas U. Barton and Joseph U. Barton is 3131 Turtle Creek Boulevard, Suite 800, Dallas, Texas 75219. Item 2(c) Citizenship: (i) White Rock Partners is a Texas limited partnership; (ii) White Rock Management is a Texas limited partnership; (iii) White Rock, Inc. is a Texas corporation; (iv) Thomas U. Barton is a United States citizen; and Page 8 of 17 Pages (v) Joseph U. Barton is a United States citizen. Item 2(d) Title of Class of Securities: Common Stock, $0.01 par value (the "Shares"). Item 2(e) CUSIP Number: 405219106 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of March 31, 2000, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: (i) White Rock Partners may be deemed to be the beneficial owner of the 394,500 Shares held for its account. (ii) White Rock Management may be deemed the beneficial owner of 1,778,100 Shares. This number consists of (1) 1,360,600 Shares held for the accounts of the White Rock Clients, (2) 394,500 Shares held for the account of White Rock Partners and (3) 23,000 Shares held for its account. (iii) White Rock Inc. may be deemed the beneficial owner of 1,778,100 Shares. This number consists of (1) 1,360,600 Shares held for the accounts of the White Rock Clients, (2) 394,500 Shares held for the account of White Rock Partners and (3) 23,000 Shares held for the account of White Rock Management. (iv) Thomas U. Barton may be deemed the beneficial owner of 1,808,100 Shares. This number consists of (1) 1,360,600 Shares held for the accounts of White Rock Clients, (2) 394,500 Shares held for the account of White Rock Partners, (3) 23,000 Shares held for the account of White Rock Management and (4) 30,000 Shares issuable upon exercise of the options held for his account. (v) Joseph U. Barton may be deemed the beneficial owner of 1,803,100 Shares. This number consists of (1) 1,360,000 Shares held for the accounts of White Rock Clients, (2) 394,500 Shares held for the account of White Rock Partners, (3) 23,000 Shares held for the account of White Rock Management and (4) 25,000 Shares held for his personal account. Item 4(b) Percent of Class: (i) The number of Shares of which White Rock Partners may be deemed to be the beneficial owner constitutes approximately 2.17% of the total number of Shares outstanding. Page 9 of 17 Pages (ii) The number of Shares of which each of White Rock, Inc. and White Rock Management may be deemed to be the beneficial owner constitutes approximately 9.79% of the total number of Shares outstanding. (iii) The number of Shares of which Thomas U. Barton may be deemed to be the beneficial owner constitutes approximately 9.94% of the total number of Shares outstanding assuming the exercise of the options currently held for his account. (iv) The number of Shares of which Joseph U. Barton may be deemed to be the beneficial owner constitutes approximately 9.93% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: White Rock Partners ------------------- (i) Sole power to vote or to direct the vote: 394,500 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 394,500 (iv) Shared power to dispose or to direct the disposition of: 0 White Rock Management --------------------- (i) Sole power to vote or to direct the vote: 23,000 (ii) Shared power to vote or to direct the vote: 1,755,100 (iii) Sole power to dispose or to direct the disposition of: 23,000 (iv) Shared power to dispose or to direct the disposition of: 1,755,100 White Rock, Inc. ---------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,778,100 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,778,100 Thomas U. Barton ---------------- (i) Sole power to vote or to direct the vote: 30,000 (ii) Shared power to vote or to direct the vote: 1,778,100 (iii) Sole power to dispose or to direct the disposition of: 30,000 (iv) Shared power to dispose or to direct the disposition of: 1,778,100 Page 10 of 17 Pages Joseph U. Barton ---------------- (i) Sole power to vote or to direct the vote: 25,000 (ii) Shared power to vote or to direct the vote: 1,778,100 (iii) Sole power to dispose or to direct the disposition of: 25,000 (iv) Shared power to dispose or to direct the disposition of: 1,778,100 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) 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. (ii) 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. (iii) 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. (iv) Thomas U. Barton has the sole right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for his account. (v) 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 personal account. White Rock Partners expressly disclaims beneficial ownership of any Shares held for the accounts of the White Rock Clients, White Rock Management, Thomas U. Barton and Joseph U. Barton. White Rock Clients expressly disclaims beneficial ownership of any Shares held for the accounts of the White Rock Partners, White Rock Management, Thomas U. Barton and Joseph U. Barton. White Rock Management expressly disclaims beneficial ownership of any Shares held for the account of Thomas U. Barton and Joseph U. Barton. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Page 11 of 17 Pages Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each signatory certifies that, to the best of his/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 12 of 17 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: March 31, 2000 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 Date: March 31, 2000 WHITE ROCK CAPITAL MANAGEMENT, L.P. By: White Rock Capital, Inc. Its General Partner By: /S/ PAULA STOREY -------------------------- Paula Storey Attorney-in-Fact Date: March 31, 2000 WHITE ROCK CAPITAL, INC. By: /S/ PAULA STOREY -------------------------------- Paula Storey Attorney-in-Fact Date: March 31, 2000 THOMAS U. BARTON By: /S/ PAULA STOREY -------------------------------- Paula Storey Attorney-in-Fact Date: March 31, 2000 JOSEPH U. BARTON By: /S/ PAULA STOREY -------------------------------- Paula Storey Attorney-in-Fact Page 13 of 17 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement dated March 31, 2000 by and among White Rock Capital Partners, L.P., White Rock Capital Management, L.P., White Rock Capital, Inc., Thomas U. Barton and Joseph U. Barton............................. 14 B. Power of Attorney dated January 31, 2000 granted by Mr. Thomas U. Barton in favor of Paula Storey............... 15 C. Power of Attorney dated January 31, 2000 granted by Mr. Joseph U. Barton in favor of Paula Storey............... 16 D. Power of Attorney dated January 31, 2000 granted by White Rock Capital, Inc., in favor of Paula Storey...... 17 EX-99 2 EXHIBIT A - JOINT FILING AGREEMENT Page 14 of 17 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Hain Food Group, Inc. dated as of March 31, 2000 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: March 31, 2000 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 Date: March 31, 2000 WHITE ROCK CAPITAL MANAGEMENT, L.P. By: White Rock Capital, Inc. Its General Partner By: /S/ PAULA STOREY -------------------------- Paula Storey Attorney-in-Fact Date: March 31, 2000 WHITE ROCK CAPITAL, INC. By: /S/ PAULA STOREY -------------------------------- Paula Storey Attorney-in-Fact Date: March 31, 2000 THOMAS U. BARTON By: /S/ PAULA STOREY -------------------------------- Paula Storey Attorney-in-Fact Date: March 31, 2000 JOSEPH U. BARTON By: /S/ PAULA STOREY -------------------------------- Paula Storey Attorney-in-Fact EX-24 3 EXHIBIT B - POWER OF ATTORNEY Page 15 of 17 Pages EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, THOMAS U. BARTON, hereby make, constitute and appoint PAULA STOREY, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as President of, or in other capacities with White Rock Capital, Inc., all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 31st day of January 2000. \s\ Thomas U. Barton ----------------------------------------- THOMAS U. BARTON EX-24 4 EXHIBIT C - POWER OF ATTORNEY Page 16 of 17 Pages EXHIBIT C POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, JOSEPH U. BARTON, hereby make, constitute and appoint PAULA STOREY, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity, or (b) in my capacity as Secretary or Treasurer of, or in other capacities with White Rock Capital, Inc., all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 31st day of January 2000. \s\ Joseph U. Barton ------------------------------------------- JOSEPH U. BARTON EX-24 5 EXHIBIT D - POWER OF ATTORNEY Page 17 of 17 Pages EXHIBIT D POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that the undersigned White Rock Capital Inc., a corporation organized and existing under the laws of the state of Texas (the "Company"), hereby designates, constitutes and appoints PAULA STOREY, acting individually, as its true and lawful agent and attorney-in-fact, to execute and deliver, in the name and on behalf of the undersigned, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. IN WITNESS WHEREOF, this instrument is executed as of the 31st day of January 2000. WHITE ROCK CAPITAL, INC. \s\ Thomas U. Barton --------------------------------------- Thomas U. Barton -----END PRIVACY-ENHANCED MESSAGE-----