UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 25049
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
THE HAIN FOOD GROUP, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
405219 10 6
(CUSIP Number)
Andrew R. Heyer
CIBC Oppenheimer 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
THE HAIN FOOD GROUP, INC.
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications
October 22, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1e, 240.13d-1(f) or 240.13d-1, check the
following box / /.
Note: Schedules filed in a paper format shall include a signed original and five
copies of the schedule, including all exhibits and should be filed with the
Commission. See ss. 240.13d-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
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. 405219 10 6
Page 2 of 12 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) / /
(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
100,000
8. SHARED VOTING POWER
522,717
9. SOLE DISPOSITIVE POWER
100,000
10. SHARED DISPOSITIVE POWER
522,717
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
622,717
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.43%
14. TYPE OF REPORTING PERSON*
CO, IV
<PAGE>
SCHEDULE 13D
CUSIP No. 405219 10 6
Page 3 of 12 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) / /
(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
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 / /
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 405219 10 6
Page 4 of 12 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) / /
(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
522,717
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
522,717
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
522,717
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) / /
3.75%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 405219 10 6
Page 5 of 12 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) / /
(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
151,619
8. SHARED VOTING POWER
135,356
9. SOLE DISPOSITIVE POWER
151,619
10. SHARED DISPOSITIVE POWER
135,356
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,975
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) / /
2.11%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 405219 10 6
Page 6 of 12 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) / /
(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
83,822
8. SHARED VOTING POWER
622,717
9. SOLE DISPOSITIVE POWER
83,822
10. SHARED DISPOSITIVE POWER
622,717
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
706,539
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) / /
5.03%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 405219 10 6
Page 7 of 12 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) / /
(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
184,779
8. SHARED VOTING POWER
622,717
9. SOLE DISPOSITIVE POWER
184,799
10. SHARED DISPOSITIVE POWER
622,717
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
807,496
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) / /
5.75%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
This Amendment No. 8 ("Amendment No. 8") amends and supplements the
Schedule 13D ("Schedule 13D"), as amended by amendment Nos. 1 through 7, 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.
ITEM 1. Security and Issuer
The class of securities to which this Schedule 13D relates is the common
stock, par value $.01 per share ("Common Stock"), of The Hain Food Group, Inc.,
a Delaware corporation (the "Company"). The address of the principal executive
offices of the Company is 50 Charles Lindbergh Boulevard, Uniondale, New York
11553.
Item 4. Purpose of Transaction
(a) On October 22, 1998, AIC dissolved AHIG in accordance with the
Agreement of Limited Partnership, Argosy-Hain Investment Group, L.P. In
connection therewith, the limited partners of AHIG received a pro rata
distribution of the shares of the Company's Common Stock held by AHIG on
their behalf. Pursuant to such distribution, Mr. Heyer received 58,971
shares of the Company's Common Stock for his personal account, Mr. Bloom
received 83,822 shares of the Company's Common Stock for his personal
account, and Mr. Kehler received 122,131 shares of the Company's Common
Stock for his personal account.
(b) On October 23, 1998, Mr. Heyer resigned from his positions as
officer and director of AIC and assigned all of his interests as a
stockholder in AIC to Mr. Bloom and Mr. Kehler. Mr. Heyer continues to be
Chairman of the Board of the Company and a limited partner in AHWH, in
which, upon the effectiveness of the aforementioned assignment, he holds a
beneficial interest in 135,356 shares of Company Common Stock issuable upon
the exercise of warrants held by AHWH on his behalf.
Page 8 of 12 Pages
<PAGE>
ITEM 5. Interest in Securities of the Issuer
(a) By reason of their relationship with each other, the Reporting
Persons, as of October 23, 1998, 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 Amendment No. 8.
(b) In accordance with Rule 13d-1(k)(1) of the Exchange Act, AHIG and
Mr. Heyer ceased to be Reporting Persons for purposes of this Schedule 13D
upon consummation of the transactions described in (a) and (b) of Item 4
above. Subsequent amendments to this Schedule 13D will be filed by the
remaining Reporting Persons. In addition, amended Appendix A attached
hereto lists the officers and directors of AIC effective upon Mr. Heyer's
resignation.
(c) As the officers, directors and stockholders of AIC, which is the
General Partner of AHIG and AHWH, Kehler and Bloom may be deemed to share
voting and dispositive powers as to the 622,717 shares of Common Stock
beneficially owned, in the aggregate, by AIC and AHIG. Kehler and Bloom
disclaim such beneficial ownership.
(d) To the best knowledge of the Reporting Persons, no other
transactions were effected in the Common Stock within the preceding sixty
days except: (i) on October 19, 1998, Mr. Bloom sold 4,000 registered
shares of Company Common Stock from his personal account at a price of
$16.5625 per share; and (ii) on October 20, 1998, Mr. Bloom sold 41,694
registered shares of Company Common Stock from his personal account at an
average price of $17.245 per share.
(e) In connection with the acquisition by the Company of Westbrae
Natural, Inc. in October, 1997, in lieu of cash compensation to be paid to
AIC and its affiliates for financial advisory services, AIC received a
warrant from the Company to purchase 100,000 shares of the Company's Common
Stock, exercisable in full on April 1, 1998 at an exercise price of
$12.6875 per share. AIC, Heyer, Bloom and Kehler have each previously filed
a Form 4 Statement of Changes in Beneficial Ownership reporting such
transaction. In addition, beneficial ownership of (i) Company Common Stock
attributable to AHWH has been reduced by 27,283 shares, reflecting the
disposition by a limited partner of an associated partnership that is not
otherwise affiliated with the Reporting Person of shares issued upon
exercise of a warrant, the beneficial ownership of which was previously
attributed to the Reporting Persons on this Schedule 13D,
Page 9 of 12 Pages
<PAGE>
and (ii) Company Common Stock attributable to Mr. Heyer has increased by
30,000 shares, reflecting the grant of options to purchase shares of Common
Stock under the Company's 1996 Directors Stock Option Plan for his services
as a director of the Company, as previously reported by Mr. Heyer on Form 4
Statement of Changes in Beneficial Ownership.
(f) To the best knowledge of the Reporting Persons, no person other
than those identified in this Schedule 13D and the other limited partners
of AHWH 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 10 of 12 Pages
<PAGE>
APPENDIX A
Executive Officers, Directors and Stockholders of
Argosy Investment Corp.
Individual and Present Principal
Residence or Occupation and
Business Address Employer
Dean C. Kehler Managing Director
425 Lexington Avenue CIBC Oppenheimer Corp.
New York, New York 10017
Jay R. Bloom Managing Director
425 Lexington Avenue CIBC Oppenheimer Corp.
New York, New York 10017
Page 11 of 12 Pages
<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: October 23, 1998
ARGOSY INVESTMENT CORP.
ARGOSY-HAIN INVESTMENT
GROUP, L.P.
ARGOSY-HAIN WARRANT
HOLDINGS, L.P.
Dean C. Kehler
Jay R. Bloom
Andrew R. Heyer
By: /s/ Jay R. Bloom
------------------------------------
Name: Jay R. Bloom
Title: attorney-in-fact
Page 12 of 12 Pages
