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