-----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, Etuf0n2Ry3Db5ZtX72X2PrM+T4dQY3KbAIrDsHcj5FXZhrsCDzYfGx0gOvdm1oHE NhWOF+OD/ny+O2siTxqYhA== 0000921530-98-000140.txt : 19981208 0000921530-98-000140.hdr.sgml : 19981208 ACCESSION NUMBER: 0000921530-98-000140 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981207 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 13D/A SEC ACT: SEC FILE NUMBER: 005-47517 FILM NUMBER: 98764971 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 13D/A 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 13D/A 1 SCHEDULE 13D AMEND NO. 3 RE HAIN FOOD GROUP INC 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.
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