UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 25049
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
THE HAIN FOOD GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
49460E 10 9
- --------------------------------------------------------------------------------
(CUSIP Number)
Andrew R. Heyer
CIBC Wood Gundy Securities Corp.
425 Lexington Avenue
New York, New York 10017
(212) 885-4400
Copies to:
Roger Meltzer
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 4, 1997
- --------------------------------------------------------------------------------
(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(b)(3) or (4), check the following box /_/.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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
disclosures 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 49460E 10 9 Page 2 of 9 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Argosy Investment Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) /X/
(b) /_/
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS /_/
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
1,449,528
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
1,449,528
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,449,528
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES /_/
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
15.4%
14. TYPE OF REPORTING PERSON*
CO, IV
<PAGE>
SCHEDULE 13D
CUSIP No. 49460E 10 9 Page 3 of 9 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Argosy-Hain Investment Group, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) /X/
(b) /_/
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS /_/
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
8. SHARED VOTING POWER
899,528
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
899,528
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING /_/
PERSON
899,528
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES /_/
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
10.1%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 49460E 10 9 Page 4 of 9 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Argosy-Hain Warrant Holdings, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) /X/
(b) /_/
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS /_/
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
8. SHARED VOTING POWER
550,000
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
550,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING /_/
PERSON
550,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES /_/
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.8%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 49460E 10 9 Page 5 of 9 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Andrew R. Heyer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) /X/
(b) /_/
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS /_/
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
62,648
8. SHARED VOTING POWER
1,449,528
9. SOLE DISPOSITIVE POWER
62,648
10. SHARED DISPOSITIVE POWER
1,449,528
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING /_/
PERSON
1,512,176
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES /_/
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
16.1%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 49460E 10 9 Page 6 of 9 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Jay R. Bloom
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) /X/
(b) /_/
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS /_/
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
45,694
8. SHARED VOTING POWER
1,449,528
9. SOLE DISPOSITIVE POWER
45,694
10. SHARED DISPOSITIVE POWER
1,449,528
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING /_/
PERSON
1,495,222
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES /_/
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
15.9%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 49460E 10 9 Page 7 of 9 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Dean C. Kehler
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) /X/
(b) /_/
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS /_/
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
62,828
8. SHARED VOTING POWER
1,449,528
9. SOLE DISPOSITIVE POWER
62,828
10. SHARED DISPOSITIVE POWER
1,449,528
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING /_/
PERSON
1,512,356
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES /_/
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
16.1%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 49460E 10 9 Page 8 of 9 Pages
This Amendment No. 5 amends and supplements the Schedule 13D ("Schedule
13D"), as amended by amendment Nos. 1, 2, 3 and 4 filed by (i) Argosy Investment
Corp. ("AIC"); (ii) Argosy-Hain Investment Group, L.P. ("AHIG"); (iii)
Argosy-Hain Warrant Holdings, L.P. ("AHWH"); (iv) Andrew R. Heyer; (v) Dean C.
Kehler and (vi) Jay R. Bloom (collectively, the "Reporting Persons") with
respect to the common stock, par value $.01 per share, of The Hain Food Group,
Inc., a Delaware corporation, formerly Kineret Acquisition Corp.
ITEM 1. Security and Issuer
The class of securities to which this Statement relates is the common
stock, par value $.01 per share ("Common Stock"), of The Hain Food Group, Inc.,
a Delaware corporation, formerly Kineret Acquisition Corp. (the "Company"). The
address of the principal executive offices of the Company is 50 Charles
Lindbergh Boulevard, Uniondale, New York 11553.
ITEM 5. Interest in Securities of the Issuer
(a) By reason of their relationship with each other, the Reporting
Persons, as of June 4, 1997, may be deemed to be the beneficial owners of
the shares of Common Stock as listed in Item 11 in pages 2 through 7 of
this Schedule 13D.
(b) As the officers, directors and shareholders of AIC, which is the
General Partner of AHIG and AHWH, Heyer, Kehler and Bloom may be deemed to
share voting and dispositive powers as to the 1,449,528 shares of Common
Stock beneficially owned, in the aggregate, by AHIG and AHWH. Heyer, Kehler
and Bloom disclaim such beneficial ownership.
(c) To the best knowledge of the Reporting Persons, the transaction
effected in the Common Stock within the preceding sixty days is the sale by
AHIG of 340,000 shares of Common Stock on June 4, 1997 for an aggregate
sale price of $1,742,500.
(d) To the best knowledge of the Reporting Persons, no person other
than those identified in this Schedule 13D and the other limited partners
of AHIG has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities reported
on this Schedule 13D.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 4, 1997
ARGOSY-HAIN INVESTMENT GROUP, L.P.
ARGOSY-HAIN WARRANT HOLDINGS, L.P.
ARGOSY INVESTMENT CORP.
Dean C. Kehler
Jay R. Bloom
Andrew R. Heyer
By:/s/ Andrew R. Heyer
--------------------------------
Name: Andrew R. Heyer
Title: attorney-in-fact
