UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Education Alternatives, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
28139B100
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(CUSIP Number)
Harold Nelkin Lester A. Greenberg
Nelkin Capital Management, Inc. Greenberg & Kahr
111 Great Neck Road, Suite 304 230 Park Avenue - 26th Fl.
Great Neck, NY 11021 (516) 466-7552 New York, NY 10169 (212) 297-0130
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 19, 1997
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(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-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-l(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
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CUSIP No. 28139B100 Page 2 of 5 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Harold Nelkin ###-##-####
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2 Check the Appropriate Box If a Member of a Group*
a. |_|
b. |X|
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3 SEC Use Only
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4 Source of Funds*
PF00
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
U.S.
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7 Sole Voting Power
Number of
Shares 785,500
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
785,500
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10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
785,500
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X|
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13 Percent of Class Represented By Amount in Row (11)
10.48%
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14 Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2 of 7
<PAGE>
Page 3 of 5 Pages
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $0.01 per share, of
Education Alternatives, Inc. a Minnesota corporation (the "Company"), the
principal executive office of which is located at 1300 Norwest Financial
Center, 7900 Xerxes Avenue South, Minneapolis, Minnesota, and is filed on
behalf of Harold Nelkin (the "Reporting Person"). The Company's shares of
Common Stock are hereinafter referred to as the "Shares".
Item 2. Identity and Background
(a) The Reporting Person is Harold Nelkin.
(b) The business address of the Reporting Person is c/o Nelkin Capital
Management Inc., 111 Great Neck Road, Great Neck, New York 11021
(c) The Reporting Person is the sole shareholder, the President and a
portfolio manager employed by Nelkin Capital Management Inc., a
registered investment adviser, whose address is 111 Great Neck Road,
Suite 304, Great Neck, New York 11021.
(d) The Reporting Person has not been convicted in a criminal proceeding
during the last five years.
(e) The Reporting Person during the last five years was not, nor is he,
a party to a judicial or administrative proceeding resulting in a
judgment, decree or final order enjoining, prohibiting or mandating
activities subject to federal or state securities laws or finding a
violation with respect thereto.
(f) The Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of funds or Other Consideration.
The Shares purchased by the Reporting Person were purchased with the
purchaser's own funds, the aggregate purchase price for the 785,500 Shares
is $3,563,801. Approximately $1,169,571 was borrowed by the Reporting
Person from his broker under the terms of its standard margin agreement, a
copy of which is annexed as Exhibit A.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the Shares is for investment.
The Reporting Person has no plans or proposals which relate to or would
result in any of the events, actions or conditions enumerated in
paragraphs (a) through (j) of the instructions to this Item 4.
<PAGE>
Page 4 of 5 Pages
Item 5 Interest in Securities of the Issuer.
(a) This statement relates to 785,500 Shares, which the Reporting Person
beneficially owns, constituting approximately 10.48% of the
outstanding Shares.(1) Ruth Nelkin, the Reporting Person's wife,
owns 2,500 Shares, which constitutes approximately .03% of the
outstanding Shares, as to which the Reporting Person disclaims
beneficial ownership. Leslie A. Nelkin the Reporting Person's adult
son owns 242,000 Shares, which constitutes approximately 3.23% of
the outstanding Shares, as to which the Reporting Person disclaims
beneficial ownership. Neither of such persons is a member of a group
with the Reporting Person.
(b) The Reporting Person has sole voting and dispositive power with
respect to 785,500 Shares. The Reporting Person does not share
voting or dispositive power with respect to any Shares.
(c) All transactions in the Shares effected within the past 60 days by
the Reporting Person are set forth on Exhibit B, attached hereto.
All such transactions were effected through the National Association
of Securities Dealers Automated Quote System.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Reporting Person is not a party to any contracts, arrangements,
understandings or relationships which relate to the Shares.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Standard form of Margin Agreement(2)
Exhibit B. Transactions in the Shares
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(1) Based upon 7,493,806 Shares reported outstanding in the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997.
(2) Previously filed as Exhibit A to Amendment No. 3 of Mr. Nelkin's
Schedule 13D for Education Alternatives, Inc. filed on September 11, 1997.
<PAGE>
Page 5 of 5 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 24, 1997 /s/ Harold Nelkin
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Date Signature
Harold Nelkin
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Name/Title
Page 1 of 1
Exhibit B
TRANSACTIONS IN THE SHARES SINCE
September 11, 1997
Purchase Number
Purchase Date Price Per Share of Shares Cost
- ------------- --------------- --------- ----
9/26/97 5 7/8 10,000 $ 59,753.85
10/6/97 5 1/2 7,500 $ 42,003.85
10/7/97 5 5/8 2,500 $ 14,316.35
11/10/97 4 3/4 5,000 $ 24,253.85
*11/12/97 4 3/4 5,000 $ 24,253.85
*11/17/97 5 5,000 $ 25,503.85
11/21/97 4 3/4 8,000 $ 38,803.85
11/24/97 4 3/4 2,000 $ 9,703.85
12/1/97 4 5/8 10,000 $ 47,253.85
12/2/97 4 5/8 3,000 $ 14,178.85
12/4/97 5 2,000 $ 10,203.85
12/5/97 5 5,000 $ 25,503.85
12/8/97 5 2,500 $ 12,753.85
12/8/97 4 7/8 2,000 $ 9,950.00
12/9/97 4 7/8 3,000 $ 14,928.85
12/10/97 4 5/8 3,000 $ 14,178.85
12/16/97 4 5/8 5,000 $ 25,503.85
12/17/97 4 5/8 1,300 $ 6,146.35
12/19/97 4 15/16 3,700 $ 18,642.60
The total cost for these 85,500 shares was $ 437,838.50
*denotes pension accounts
