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UNITED STATES
SECURITY AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No..1...)*
Education Alternatives, Inc.
..............................................................................
(Name of Issuer)
Common Stock, $.01 par value
..............................................................................
(Title of Class of Securities)
28139B100
.............................................................................
(CUSIP Number)
Harold Nelkin Lester A. Greenberg
Nelkin Capital Management Inc. Greenberg & Kahr
111 Great Neck Rd., Ste. 304 3 New York Plaza
Great Neck, NY 11021 New York, NY 10004
(516) 466-7552 (212)785-7872
..............................................................................
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 28, 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) of (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-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).
(Continued on following page(s))
Page 1 of 6 Pages
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CUSIP No. 28139B100 13D Page 2 of 6
...............................................................................
(1) Name of Reporting Person. S.S. or IRS
Identification No. of Above Person
Harold Nelkin ###-##-####
................................................................................
(2) Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
................................................................................
(3) SEC Use Only
................................................................................
(4) Source of Funds*
PF 00
................................................................................
(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.
................................................................................
Number of Shares (7) Sole Voting
Beneficially Owned Power 500,000
by Each Reporting ...................................................
Person With (8) Shared Voting
Power -0-
...................................................
(9) Sole Dispositive
Power 500,000
...................................................
(10) Shares Dispositive -0-
Power
................................................................................
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
500,000
................................................................................
(12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares* /X/
................................................................................
(13) Percent of Class Represented by Amount in Row (11)
6.68%
................................................................................
(14) Type of Reporting Person*
IN
................................................................................
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 3 of 6 pages
Item 1. Security and Issuer
This statement on Schedule 13D dated February 25, 1997 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 addresses 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.
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 500,000
Shares is $2,175,468. Approximately $393,431 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.
Item 5. Interest in Securities of the Issuer.
(a) This statement relates to 500,000 Shares, which the Reporting
Person beneficially owns, constituting approximately 6.68% of the
outstanding Shares.1
- ----------------
1 Based upon 7,489,220 Shares reported as outstanding in the Company's
Quarterly Report on Form 10-Q for the quarter ended December 31, 1996.
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Page 4 of 6 pages
Ruth Nelkin, the Reporting Person's wife, owns 2,500 Shares, which
constitutes approximately .03% of the outstanding shares to which the
Reporting Person disclaims beneficial ownership. Leslie A. Nelkin the
Reporting Person's adult son owns 150,000 Shares, which constitutes
approximately 2.0% 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) All transactions in the Shares effected within the past 60 days
by the Reporting Person are set forth in Exhibit B, attached hereto.
All such transactions were effected through the National Association
of Securities Dealers Automated Quote System.
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
Exhibit B. Transactions in the Shares
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Page 5 of 6 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.
March 28, 1997
/l/s/Harold Nelkin
..............................................
HAROLD NELKIN
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Page 6 of 6 pages
EXHIBIT B
TRANSACTIONS IN THE SHARES SINCE
February 20, 1997
<TABLE>
<CAPTION>
Purchase Date Purchase Price Per Share Number of Shares
--------------- -------------------------- --------------------
<S> <C> <C>
2/28/97 4 5/8 6,500
2/28/97 4 1/2 3,500
2/28/97 4 5/8 1,000
3/03/97 4 7/8 9,000
3/05/97 4 7/8 10,000
3/05/97 4 7/8 10,000
3/10/97 4 7/8 10,000
3/19/97 4 10,000
3/26/97 4 20,000
3/27/97 4 20,000
</TABLE>
The total cost for these 100,000 shares was $450,593.30.
