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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 25049
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
THE HAIN FOOD GROUP, INC.
- -----------------------------------------------------------------
- ---------------
(Name of Issuer)
Common Stock, par value $.01 per share
- -----------------------------------------------------------------
- ---------------
(Title of Class of Securities)
405219 10 6
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(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
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- ---------------
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
November 29, 1996
- -----------------------------------------------------------------
- ---------------
(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 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
WC
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
1,789,528
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
1,789,528
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,789,528
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
/_/
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
19.0%
14. TYPE OF REPORTING PERSON*
CO, IV
SCHEDULE 13D
CUSIP No. 405219 10 6 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
OO
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
1,239,528
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
1,239,528
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
/_/
PERSON
1,239,528
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
/_/
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
14.0%
14. TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 405219 10 6 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
SCHEDULE 13D
CUSIP No. 405219 10 6 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
PF
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
1,789,528
9. SOLE DISPOSITIVE POWER
62,648
10. SHARED DISPOSITIVE POWER
1,789,528
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
/_/
PERSON
1,852,176
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
/_/
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
19.7%
14. TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 405219 10 6 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
PF
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
1,789,528
9. SOLE DISPOSITIVE POWER
45,694
10. SHARED DISPOSITIVE POWER
1,789,528
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
/_/
PERSON
1,835,222
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
/_/
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
19.5%
14. TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 405219 10 6 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
PF
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
1,789,528
9. SOLE DISPOSITIVE POWER
62,828
10. SHARED DISPOSITIVE POWER
1,789,528
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
/_/
PERSON
1,852,356
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
/_/
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
19.7%
14. TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 405219 10 6 Page
8 of 9 Pages
This Amendment No. 3 amends and supplements the
Schedule 13D
("Schedule 13D"), as amended by amendment Nos. 1 and 2, 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, Suite 100, Uniondale, New York
11553.
ITEM 3. Source and Amount of Funds or Other Consideration
On November 29, 1996, AHIG acquired 530,556 shares of
Common Stock
pursuant to a Stock Purchase Agreement dated November 19, 1996 by
and between
The Network Company II Limited and AHIG, the Company and Hillel
Weinberger for
an aggregate purchase price of $1,459,029.00. The purchase was
made from the
working capital of its general partner and the personal funds of
its limited
partners.
ITEM 4. Purpose of Transaction
The purchases of shares of Common Stock by AHIG was
for investment
purposes.
SCHEDULE 13D
CUSIP No. 405219 10 6 Page
9 of 9 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: November 29, 1996
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/ Jay R. Bloom
- ------------------------------
Jay R. Bloom
attorney-in-fact