<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
The TesseracT Group, Inc. (f/k/a Education Alternatives, Inc.)
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
881612 10 5
----------------------
(CUSIP Number)
Benjamin Nazarian
Pioneer Venture Fund, L.L.C.
2000 Pasadena Avenue
Los Angeles, California
(213) 223-1114
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with a copy to -
Thomas M. Cerabino, Esq.
Willkie Farr & Gallagher
153 East 53rd Street
New York, New York 10022
March 5, 1998
- --------------------------------------------------------------------------------
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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
CUSIP No. 881612 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pioneer Venture Fund, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 276,500
PERSON
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
276,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
276,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
14 TYPE OF REPORTING PERSON*
OO
*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-
<PAGE>
SCHEDULE 13D
CUSIP No. 881612 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Union Communications Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 259,500
PERSON
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
259,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
259,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14 TYPE OF REPORTING PERSON*
PN
*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.
-3-
<PAGE>
SCHEDULE 13D
CUSIP No. 881612 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Benjamin Nazarian
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 75,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 536,000
PERSON
WITH
9 SOLE DISPOSITIVE POWER
75,000
10 SHARED DISPOSITIVE POWER
556,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
631,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON*
IN
*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.
-4-
<PAGE>
SCHEDULE 13D
CUSIP No. 881612 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dr. Pejman Salimpour
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 20,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
20,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
20,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
IN
*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.
-5-
<PAGE>
This Amendment No. 2 ("Amendment No. 2") amends the Schedule 13D (as
amended, the "Schedule 13D") filed by the Reporting Persons on September 22,
1997, as amended by Amendment No. 1 thereto ("Amendment No. 1") filed by the
Reporting Persons on February 5, 1998, and is being filed pursuant to Rule 13d-2
promulgated under the Exchange Act to reflect a material acquisition of
beneficial ownership of the Common Stock. Unless otherwise indicated, all
capitalized terms used but not defined herein shall have the same meaning as set
forth in the Schedule 13D.
Item 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended in its entirety to read as
follows:
This statement relates to the Common Stock of the Company. The principal
executive offices of the Company are located at 3800 West 80th Street, Suite
1400, Minneapolis, Minnesota 55431. As of January 1, 1998, the Company changed
its name to "The TesseracT Group, Inc."
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by deleting the first three
paragraphs and replacing them with the following:
The total amount of funds required by PVF to purchase the Shares it owns
directly was $1,493,631 and was furnished from (i) a loan from UCC in the amount
of $500,000, as evidenced by a promissory note, a copy of which is attached
hereto as Exhibit 2 and is incorporated herein by reference, (ii) a loan from
UCC in the amount of $520,000, as evidenced by a promissory note, a copy of
which is attached hereto as Exhibit 3 and is incorporated herein by reference,
and (iii) margin loans from Prudential Securities Incorporated ("Prudential")
and Alex. Brown & Sons Incorporated ("Alex. Brown"), made by Prudential and
Alex. Brown in the ordinary course of their respective businesses. Copies of the
Margin Agreements between PVF and each of Prudential and Alex. Brown are
attached hereto as Exhibits 4 and 12, respectively, and are incorporated herein
by reference.
The total amount of funds required by UCC to purchase the Shares it owns
directly was $1,162,655.20 and was furnished from margin loans from Prudential,
Lehman Brothers Inc. ("Lehman") and Alex. Brown, made by Prudential, Lehman and
Alex. Brown in the ordinary course of their respective businesses. Copies of the
Margin Agreements between UCC and each of Prudential, Lehman and Alex. Brown are
attached hereto as Exhibits 5(a), 5(b) and 12 respectively, and are incorporated
herein by reference.
-6-
<PAGE>
The total amount of funds required by Nazarian to purchase the Shares he
owns directly was $365,745 and was furnished from margin loans from Lehman, made
by Lehman in the ordinary course of its business. A copy of the Margin Agreement
between Nazarian and Lehman is attached hereto as Exhibit 6 and is incorporated
herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) Item 5(a) of the Schedule 13D is hereby amended in its entirety to
read as follows:
The Reporting Persons beneficially own an aggregate of 631,000 Shares.
Based on information contained in the Company's Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on February 18, 1998, the
Shares held by the Reporting Persons represent approximately 6.7% of the
outstanding Shares.
PVF beneficially owns 276,500 Shares, representing approximately 2.9% of
the outstanding Shares. UCC beneficially owns 259,500 Shares, representing
approximately 2.7% of the outstanding Shares. Nazarian directly owns 75,000
Shares, representing approximately 0.8% of the outstanding Shares. Salimpour
beneficially owns 20,000 Shares, representing approximately 0.2% of the
outstanding Shares.
By reason of the control Nazarian exercises with respect to the
investments of PVF and UCC, as described in Item 6, Nazarian may be deemed under
Rule 13d-3 ("Rule 13d-3") under the Securities Exchange Act of 1934 (the
"Exchange Act") to own beneficially all of the Shares owned by PVF and UCC. By
reason of a limited power of attorney executed by Salimpour giving Nazarian
certain powers as described in Item 6, Nazarian may be deemed under Rule 13d-3
to own beneficially all of the Shares which Salimpour beneficially owns. Thus,
Nazarian may be deemed to have beneficial ownership of 631,000 Shares,
representing approximately 6.7% of the outstanding Shares.
(c) Item 5(c) of the Schedule 13D is hereby amended to add the listing
of all transactions in the Common Stock effected by the Reporting Persons since
February 5, 1998, the date of filing of Amendment No. 1. Such listing is set
forth on the attached Exhibit 14, which is incorporated herein by reference. All
transactions listed were made through brokers in open market transactions
effected on the Nasdaq National Market.
-7-
<PAGE>
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended to add the following
exhibits:
Exhibit 14 Schedule of transactions in the Common Stock by the Reporting
Persons from February 5, 1998 through March 9, 1998
-8-
<PAGE>
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.
Dated: March 9, 1998
PIONEER VENTURE FUND, L.L.C.
By: /s/ Benjamin Nazarian
-------------------------------
Name: Benjamin Nazarian
Title: Manager
UNION COMMUNICATIONS COMPANY
By: *
-------------------------------
Name: Parviz Nazarian
Title: General Partner
/s/ Benjamin Nazarian
-------------------------------
Benjamin Nazarian
*
-------------------------------
Dr. Pejman Salimpour
* By: /s/ Benjamin Nazarian
-------------------------------
Benjamin Nazarian
Attorney-in-Fact
-9-
<PAGE>
Exhibit 14
Schedule of transactions in the Common Stock
by the Reporting Persons
from February 5, 1998 through March 9, 1998
(i) PVF
Number of Price
Shares Per
Date Purchased Share(a)
- ---- --------- --------
2/27/98 50,000 $4.75
3/5/98 40,000 $5.80
(ii) UCC
Number of Price
Shares Per
Date Purchased Share(a)
- ---- --------- --------
None.
(iii) Nazarian
Number of Price
Shares Per
Date Purchased Share(a)
- ---- --------- --------
3/5/98 11,000 $5.88
3/5/98 4,000 $5.81
(iv) Salimpour
Number of Price
Shares Per
Date Purchased Share(a)
- ---- --------- --------
None.
Note:
(a) Price does not include commission.
