-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PfKA85qqa2CEXvG5aZqIzybaiNFY6IIfTavlr4fj+ar+SlpbtlfSFK6f4DzotJwp POunG/jVlAPbAY7IZWwG/A== 0000950162-97-000674.txt : 19971001 0000950162-97-000674.hdr.sgml : 19971001 ACCESSION NUMBER: 0000950162-97-000674 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970930 SROS: NASD GROUP MEMBERS: ANDREW R. HEYER GROUP MEMBERS: ARGOSY INVESTMENT CORP ET AL GROUP MEMBERS: ARGOSY INVESTMENT CORP. GROUP MEMBERS: ARGOSY-HAIN INVESTMENT GROUP, L.P. GROUP MEMBERS: ARGOSY-HAIN WARRANT HOLDINGS, L.P. GROUP MEMBERS: DEAN C. KEHLER GROUP MEMBERS: JAY R. BLOOM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAIN FOOD GROUP INC CENTRAL INDEX KEY: 0000910406 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 223240619 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47517 FILM NUMBER: 97688095 BUSINESS ADDRESS: STREET 1: 50 CHARLES LINDBERGH BLVD CITY: UNIONDALE STATE: NY ZIP: 11553 BUSINESS PHONE: 5162376200 MAIL ADDRESS: STREET 1: 50 CHARLES LINBERGH BLVD CITY: UNIONDALE STATE: NY ZIP: 11553 FORMER COMPANY: FORMER CONFORMED NAME: KINERET ACQUISITION CORP DATE OF NAME CHANGE: 19931021 FORMER COMPANY: FORMER CONFORMED NAME: 21ST CENTURY FOOD PRODUCTS CORP DATE OF NAME CHANGE: 19930830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARGOSY INVESTMENT CORP ET AL CENTRAL INDEX KEY: 0000922749 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133731421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 425 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128854400 MAIL ADDRESS: STREET 1: 425 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 SCHEDULE 13D AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 25049 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6)* 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 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 THE HAIN FOOD GROUP, INC. (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications September 19, 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). SCHEDULE 13D CUSIP NO. 405219 10 6 PAGE 2 OF 10 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 None 8. SHARED VOTING POWER 1,169,528 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 1,169,528 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,169,528 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3% 14. TYPE OF REPORTING PERSON* CO, IV SCHEDULE 13D CUSIP NO. 405219 10 6 PAGE 3 OF 10 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 8. SHARED VOTING POWER 619,528 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 619,528 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 619,528 / / 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% 14. TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP NO. 405219 10 6 PAGE 4 OF 10 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 8. SHARED VOTING POWER 550,000 9. SOLE DISPOSITIVE POWER None 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 SCHEDULE 13D CUSIP NO. 405219 10 6 PAGE 5 OF 10 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 62,648 8. SHARED VOTING POWER 1,169,528 9. SOLE DISPOSITIVE POWER 62,648 10. SHARED DISPOSITIVE POWER 1,169,528 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,232,176 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) / / 12.9% 14. TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP NO. 405219 10 6 PAGE 6 OF 10 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 45,694 8. SHARED VOTING POWER 1,169,528 9. SOLE DISPOSITIVE POWER 45,694 10. SHARED DISPOSITIVE POWER 1,169,528 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,215,222 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) / / 12.7% 14. TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP NO. 405219 10 6 PAGE 7 OF 10 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 62,828 8. SHARED VOTING POWER 1,169,528 9. SOLE DISPOSITIVE POWER 62,828 10. SHARED DISPOSITIVE POWER 1,169,528 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,232,356 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) / / 12.9% 14. TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP NO. 405219 10 6 PAGE 8 OF 10 PAGES This Amendment No. 6 amends and supplements the Schedule 13D ("Schedule 13D"), as amended by amendment Nos. 1, 2, 3, 4 and 5 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 September 29, 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 1,169,528 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 transactions effected in the Common Stock within the preceding sixty days are the following sales by AHIG: Shares of Common Price DATE STOCK SOLD PER SHARE NET PROCEEDS ---- ---------------- --------- ------------ 19-Sep-97 100,000.00 $9.00 $900,000.00 22-Sep-97 10,000.00 $9.75 $97,500.00 23-Sep-97 20,000.00 $9.88 $197,500.00 23-Sep-97 20,000.00 $10.00 $200,000.00 24-Sep-97 21,000.00 $10.69 $224,385.00 SCHEDULE 13D CUSIP NO. 405219 10 6 PAGE 9 OF 10 PAGES 25-Sep-97 25,200.00 $11.24 $283,122.00 26-Sep-97 2,000.00 $11.13 $22,250.00 26-Sep-97 5,000.00 $11.13 $55,625.00 26-Sep-97 76,800.00 $11.02 $846,028.80 ========= ========== Total 280,000.00 $2,826,410.80 ========== ============ As previously reported in the Company's Form 8-K filed with the Securities and Exchange Commission on September 12, 1997, the Company was informed by certain of its officers and directors that they or certain of their affiliates intended to sell shares of Common Stock in order to diversify investment portfolios and to meet personal liquidity needs. (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. SCHEDULE 13D CUSIP NO. 405219 10 6 PAGE 10 OF 10 PAGES 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: September 29, 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 -----END PRIVACY-ENHANCED MESSAGE-----