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)
September 8, 1997
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.)
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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 September 8, 1997, The Hain Food Group, Inc., a Delaware corporation
(the "Company"), announced today that it had executed a non-binding letter of
intent with Westbrae Natural, Inc., a Delaware corporation ("Westbrae"),
pursuant to which Hain and Westbrae have agreed to negotiate a definitive
agreement pursuant to which Hain would acquire for cash all of the outstanding
shares of Westbrae in a tender offer and merger transaction.
Under the terms of the proposed definitive agreement, a wholly owned
subsidiary of Hain would commence a cash tender offer of $3.625 per share for
all the outstanding shares and shares under options of Westbrae, representing a
purchase price of approximately $23.5 million. In connection with the
contemplated transactions, Hain also expects to reach an agreement pursuant to
which certain directors of Westbrae will agree to tender shares in the offer
representing approximately 68.9% of Westbrae's outstanding shares. Execution of
the proposed definitive agreement and consummation of the contemplated
transactions are subject to certain conditions, including, without limitation,
final negotiation of definitive terms, Hain's ability to obtain financing and
the satisfactory completion of Hain's due diligence review. In addition, Hain
will not proceed with the tender offer and the contemplated transactions unless
definitive agreements are executed on or prior to September 11, 1997.
A copy of a press release issued by the Company on September 8, 1997 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
September 8, 1997
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: September 8, 1997 By: /s/ Jack Kaufman
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Jack Kaufman
Chief Financial Officer
EXHIBIT INDEX
Number Description Page
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20 Press release dated September 8, 1997 5