SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
EDUCATION ALTERNATIVES, INC.
--------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
--------------------------------------------------------
(Title of Class of Securities)
28139B100
--------------------------------------------------------
(CUSIP NUMBER)
A. Baron Cass III
5005 LBJ Freeway
Suite 1130, LB 119
Dallas, Texas 75244
(972) 233-8778
--------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
George T. Lee III
Akin, Gump, Strauss, Hauer & Feld, LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
September 12, 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. [ ]
The information required in 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, as amended ("Act"), or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
CUSIP No. 28139B100 Amendment No. 1 to 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
A. Baron Cass III
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ]
(b) [X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Prime Petroleum, Inc. Profit Sharing Trust
75-2348013
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [ x ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER 100,250
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 100,250
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,250
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 28139B100 Amendment No. 1 to 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Barton J. Cohen
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a)[ ]
(b)[ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 28139B100 Amendment No. 1 to 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sands Partnership #1 Money Purchase Pension Plan
43-1384238
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER 148,250
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 148,250
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,250
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 28139B100 Amendment No. 1 to 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Cascoh, Inc.
43-1406682
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
NUMBER OF 7 SOLE VOTING POWER 43,900
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 43,900
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 28139B100 Amendment No. 1 to 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sands Partnership #1
75-1672962
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 28139B100 Amendment No. 1 to 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sands Partnership #2
75-1975952
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
AMENDMENT NO. 1 TO SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Statement") relates to
shares of the common stock, par value $0.01 (the "Common Stock"),
of Education Alternatives, Inc. (the "Issuer"), whose principal
executive offices are located at 1300 Norwest Financial Center,
7900 Xerxes Avenue South, Minneapolis, Minnesota 55431.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) This Statement is filed by A. Baron Cass III,
Barton J. Cohen, Prime Petroleum, Inc. Profit Sharing Trust (the
"Trust"), Sands Partnership #1 Money Purchase Pension Plan (the
"Plan"), Cascoh, Inc., a Missouri corporation ("Cascoh"), Sands
Partnership #1, a Texas general partnership, and Sands
Partnership #2, a Texas general partnership (collectively, the
"Reporting Persons").
The business address for each of Mr. Cass, the Trust, the
Plan, Sands Partnership #1 and Sands Partnership #2 is 5005 LBJ
Freeway, LB #119, Dallas, Texas 75244. The business address for
each of Mr. Cohen and Cascoh is 700 W. 47th Street, Suite 810,
Kansas City, Missouri 64112-1805.
The principal business of each of the Reporting Persons is
investments.
Mr. Cass and Mr. Cohen are the sole partners of Sands
Partnership #1 and Sands Partnership #2. Mr. Cass and Mr. Cohen
are the sole directors and shareholders of Cascoh, and Mr. Cohen
is the President and Mr. Cass is the Vice-President and Secretary
of Cascoh. Mr. Cass and Robert L. Swisher, Jr. are the trustees
of the Trust. Mr. Swisher's business address is 5005 LBJ Freeway,
LB #119, Dallas, Texas 75244 and his principal business is
investments. Mr. Cass and his wife, Mrs. Darlene Cass, are the
trustees of the Plan. Mrs. Cass is a housewife.
The Reporting Persons may be deemed to be a group for
reporting purposes under Regulation 13D-G.
(d) None of the Reporting Persons, Mr. Swisher or Mrs. Cass
has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons, Mr. Swisher or Mrs. Cass
has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Messrs. Cass, Cohen and Swisher and Mrs. Cass are
citizens of the United States of America..
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The Reporting Persons sold in the aggregate 204,000 shares
of Common Stock at the prices noted in Schedule I hereto.
The remaining 292,400 shares of Common Stock owned by the
Reporting Persons were originally purchased, along with the
204,000 shares sold as noted in Schedule I hereto, in
transactions effected in the over the counter market for an
aggregate purchase price of $6,489,873 (including brokerage
commissions), all of which was derived from the working capital
of the Reporting Persons.
Since such original purchase, the Reporting Persons have
made certain transfers of shares of Common Stock among
themselves.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons have acquired and disposed of Common
Stock owned by them solely for investment purposes. Depending
on their evaluation of the Issuer, other investment
opportunities, market conditions, and such other factors as they
may deem material, the Reporting Persons may seek to acquire
additional shares of Common Stock in the open market, in private
transactions, or otherwise, or may dispose of all or a portion
of the shares of Common Stock owned by them.
Except as set forth above, the Reporting Person has no plans
or proposals of the type referred to in clauses (a) through (j)
of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of September 23, 1997, the Reporting Persons
beneficially owned an aggregate of 292,400 shares of Common
Stock, representing approximately 3.9% of the Common Stock
outstanding. As of such date, Mr. Cass individually owned no
shares of Common Stock; the Trust owned 100,250 shares of Common
Stock, representing approximately 1.3% of the Common Stock
outstanding; the Plan owned 148,250 shares of Common Stock,
representing approximately 2.0% of the Common Stock outstanding;
Mr. Cohen individually owned no shares of Common Stock; Cascoh
owned 43,900 shares of Common Stock, representing approximately
0.6% of the Common Stock outstanding; Sands Partnership #1 owned
no shares of Common Stock and Sands Partnership #2 owned no
shares of the Common Stock.
According to the Issuer's Quarterly Report on Form 10-Q for
the three months ended March 31, 1997, a total of 7,489,637
shares of Common Stock were issued and outstanding as of March
31, 1997.
The number of shares beneficially owned by the Reporting
Persons, and the percentage of outstanding shares represented
thereby, have been computed in accordance with Rule 13d-3 under
the Act. The percentage of beneficial ownership of the Reporting
Persons on September 12, 1997 is based on 7,489,637 outstanding
shares of Common Stock as of March 31, 1997, as reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
(b) Each of the Reporting Persons has sole power to vote
or direct the vote and sole power to dispose or direct the
disposition of the shares of Common Stock owned by such
Reporting Person. As the sole shareholders and directors of
Cascoh, Messrs. Cass and Cohen may be deemed, for purposes of
determining beneficial ownership pursuant to Rule 13d-3, to have
shared voting and dispositive power with Cascoh with respect to
the shares of Common Stock owned by Cascoh. As the trustees of
the Trust, Mr. Cass and Mr. Swisher may be deemed, for purposes
of determining beneficial ownership pursuant to Rule 13d-3, to
have shared voting and dispositive power with the Trust with
respect to the shares of Common Stock owned by the Trust. As the
trustees of the Plan, Mr. and Mrs. Cass may be deemed, for
purposes of determining beneficial ownership pursuant to Rule
13d-3, to have shared voting and dispositive power with the Plan
with respect to the shares of Common Stock owned by the Plan.
(c) Set forth on Schedule I hereto is a description of all
transactions in the Common Stock effected during the past 60
days by the Reporting Persons.
(d) None, except as described above.
(e) The Reporting Persons ceased to be the beneficial
owner of more than five percent of the outstanding shares of
Common Stock of the Issuer on September 12, 1997 and therefore
are no longer subject to the reporting obligations under
Regulation 13D-G.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit A Joint Filing Agreement
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: September 23, 1997
/s/A. BARON CASS III
----------------------------------------
A. Baron Cass III
Prime Petroleum, Inc. Profit Sharing Trust
By: /S/A. BARON CASS III
------------------------------------
A. Baron Cass III, Trustee
Sands Partnership #1 Money Purchase Pension Plan
By: /S/A. BARON CASS III
------------------------------------
A. Baron Cass III, Trustee
Cascoh, Inc.
By: /S/A. BARON CASS III
------------------------------------
A. Baron Cass III, Trustee
Sands Partnership #1
By: /S/A. BARON CASS III
------------------------------------
A. Baron Cass III, Trustee
Sands Partnership #2
By: /S/A. BARON CASS III
------------------------------------
A. Baron Cass III, Trustee
/S/BARTON J. COHEN
----------------------------------------
Barton J. Cohen
Schedule I
Recent Transactions
Transaction Buy/ Quantity Price per
Seller Date Sell (shares) Share ($)
- -------------------- ----------- ----- --------- ----------
Cascoh 8/21/97 Sell 14,000 $5.00
Cascoh 8/25/97 Sell 5,000 $4.875
Sands Partnership #1 9/3/97 Sell 10,000 $5.3125
Sands Partnership #1 9/4/97 Sell 20,000 $5.00
Cascoh 9/12/97 Sell 86,600 $5.65
Sands Partnership #1 9/12/97 Sell 38,400 $5.65
Sands Partnership #2 9/12/97 Sell 30,000 $6.0625
-------
Total 204,000
=======
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned agree to the
joint filing on behalf of each of them of a Statement on Schedule
13D (including any and all amendments thereto) with respect to
the Common Stock, par value $.01 per share, of Education
Alternatives, Inc., and further agree that this Joint Filing
Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is
responsible for timely filing of such Statement on Schedule 13D
and any amendments thereto, and for the accuracy and completeness
of the information concerning such party contained therein;
provided, however, that no party is responsible for the accuracy
or completeness of the information concerning any other party,
unless such party knows or has reason to believe that such
information is inaccurate.
This Joint Filing Agreement may be signed in counterparts
with the same effect as if the signature on each counterpart were
upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of September 23, 1997.
/s/A. BARON CASS III
-----------------------------------------
A. Baron Cass III
Prime Petroleum, Inc. Profit Sharing Trust
By: /S/A. BARON CASS III
-------------------------------------
A. Baron Cass III, Trustee
Sands Partnership #1 Money Purchase Pension Plan
By: /S/A. BARON CASS III
-------------------------------------
A. Baron Cass III, Trustee
Cascoh, Inc.
By: /S/A. BARON CASS III
-------------------------------------
A. Baron Cass III, Trustee
Sands Partnership #1
By: /S/A. BARON CASS III
-------------------------------------
A. Baron Cass III, Trustee
Sands Partnership #2
By: /S/A. BARON CASS III
-------------------------------------
A. Baron Cass III, Trustee
/S/BARTON J. COHEN
-----------------------------------------
Barton J. Cohen
