SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
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 27, 1999
THE HAIN FOOD GROUP, INC
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 237-6200
Item 2. Acquisition or Disposition of Assets.
(a) On May 18, 1999, Hain Acquisition Corp., a Delaware corporation ("Hain
Acquisition") and wholly-owned subsidiary of The Hain Food Group, Inc. ("Hain"),
pursuant to the Agreement and Plan of Merger, dated April 6, 1999, by and among
Hain, Hain Acquisition and Natural Nutrition Group, Inc. ("NNG") (the "Merger
Agreement"), Hain Acquisition merged with and into NNG with NNG as the surviving
corporation (the "Merger").
As provided in the Merger Agreement,
(1) each outstanding share of the common stock, par value $.01 per
share, of NNG ("NNG Common Stock") was converted into the right to receive
a combination of (i) cash and (ii) a 7% subordinated convertible note due
2004 (collectively, the "Notes");
(2) each outstanding share of preferred stock was converted into the
right to receive cash; and
(3) certain options were converted into the right to receive a
combination of cash and a Note and certain other options were converted
into the right to receive cash.
The Notes are convertible into shares of Hain common stock, par value $.01
per share ("Hain Common Stock"). The number of shares of Hain Common Stock to be
issued upon conversion of each Note will be based upon the conversion price
equal to the average of the closing prices of Hain Common Stock for the ten
trading days prior to any conversion of that Note.
Hain has filed a Registration Statement (the "Registration Statement") on
Form S-3 to register up to 991,736 shares of Hain Common Stock to be issued to
holders of the Notes upon their conversion.
In connection with the Merger, Hain entered into a Credit Agreement with
IBJ Whitehall Bank & Trust Company, as issuer and administrative agent for the
lenders named therein, and Fleet Bank, N.A., as syndication agent (the "Credit
Facility"). Under the Credit Facility, the term loan portion is $130 million and
the revolving line of credit is $30.0 million.
Hain funded the cash consideration paid to holders of NNG Common Stock
through borrowings under the Credit Facility.
(b) Assets constituting plant, equipment or other physical property
acquired by Hain (through its wholly-owned subsidiary Hain Acquisition) in the
Merger were used by NNG and
its subsidiaries in manufacturing. At the present time, Hain intends to use
these assets in the same manner in which they were used prior to the Merger.
Item 5. Other Events.
On May 19, 1999, Hain announced that it had consummated the Merger.
Under the terms of the Merger Agreement, the purchase price consisted of
$70 million in cash and a $10 million in Notes.
A copy of a press release issued by Hain on May 19, 1999 is attached hereto
as Exhibit 20 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of business acquired.
The financial statements required by this Item will be filed by Hain by
amendment to this Current Report on Form 8-K no later than August 2, 1999.
Pro forma financial information.
The pro forma financial statements required by this Item will be filed by
Hain by amendment to this Current Report on Form 8-K no later than August 2,
1999.
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(c) Exhibits.
Exhibit No. Description
(2.1)* Agreement and Plan of Merger by and among The Hain
Food Group, Inc., Hain Acquisition Corp. and Natural
Nutrition Group, Inc. dated April 6, 1999.
(4.1)* Form of Note.
(20.1) Press release dated May 19, 1999.
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* Previously filed with the initial filing of our Current Report on Form 8-K
filed on April 27, 1999 which was filed in connection with the filing of
the Registration Statement relating to the Merger.
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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: June 1, 1999 By: /s/ Gary M. Jacobs
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Gary M. Jacobs
Chief Financial Officer
EXHIBIT INDEX
Number Description
(2.1)* Agreement and Plan of Merger by and among The Hain Food Group, Inc., Hain
Acquisition Corp. and Natural Nutrition Group, Inc. dated April 6, 1999
(4.1)* Form of Note.
20.1 Press release dated May 19, 1999.
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* Previously filed with the initial filing of our Current Report on Form 8-K
filed on April 27, 1999 which was filed in connection with the filing of
the Registration Statement on Form S-3 relating to the Merger.