<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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
January 28, 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 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-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).
SEC 1746 (10-97)
<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 186,500
PERSON
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
186,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
186,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
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.
- 1 -
<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.
- 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
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 60,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 446,000
PERSON
WITH
9 SOLE DISPOSITIVE POWER
60,000
10 SHARED DISPOSITIVE POWER
466,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
526,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
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.
- 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
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.
- 4 -
<PAGE>
This Amendment No. 1 ("Amendment No. 1") amends the Schedule 13D (as
amended the "Schedule 13D") filed by the Reporting Persons on September 22,
1997, 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 to add the following
sentence to the end of the paragraph:
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 $1,024,131 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.
The total amount of funds required by Nazarian to purchase the Shares he
owns directly was $277,825 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:
- 5 -
<PAGE>
The Reporting Persons beneficially own an aggregate of 526,000 Shares.
Based on information contained in the Company's Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission (the "Commission") on November
12, 1997, and in the Company's Current Report on Form 8-K filed with the
Commission on January 2, 1998, the Shares held by the Reporting Persons
represent approximately 5.6% of the outstanding Shares.
PVF beneficially owns 186,500 Shares, representing approximately 2.0% of
the outstanding Shares. UCC beneficially owns 259,500 Shares, representing
approximately 2.7% of the outstanding Shares. Nazarian directly owns 60,000
Shares, representing approximately 0.6% 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 526,000 Shares,
representing approximately 5.6% 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 during
the past sixty days. Such listing is set forth on the attached Exhibit 13, which
is incorporated herein by reference. All transactions listed were made through
brokers in open market transactions effected on the Nasdaq National Market.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended to add the following
exhibits:
Exhibit 12 Form of Margin Agreement with Alex. Brown
Exhibit 13 Schedule of transactions in the Common Stock by the Reporting
Persons during the past sixty days
- 6 -
<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: February 4, 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
- 7 -
<PAGE>
Exhibit 12
CORRESPONDENT CUSTOMER MARGIN AGREEMENT
Alex. Brown & Sons Incorporated
135 East Baltimore Street Account No. __________
Baltimore, Maryland 21202
I have been informed and understand that the Financial Service
Organization with which I maintain my securities account (my "Financial Service
Organization") has entered into a Clearing Agreement with Alex. Brown & Sons
Incorporated ("Alex. Brown") pursuant to which Alex. Brown will provide my
Financial Service Organization with certain services relating to my account
including approving, extending and maintaining credit on margin transactions.
In consideration for your providing such services for one or more of my
accounts now or hereafter opened, and any accounts in which I have an interest,
which account(s) have been introduced to you by my Financial Service
Organization (who will act on my behalf in the purchase or sale of securities),
I agree as follows:
1. Definitions
Throughout this Agreement, "I", "me", "my", "we", "us" and "the
undersigned" refer to the person(s) whose signature(s) appear(s) below
and all others who are legally obligated on this account. "You" and
"your" refer to Alex. Brown, its subsidiaries, affiliates, officers,
directors, agents and employees. "Financial Service Organization"
refers to the firm through which I maintain my account(s), its
subsidiaries, affiliates, officers, directors and employees. Where the
context requires, the singular shall be plural and the plural shall be
singular.
2. Account is Carried on an Introduced Basis
I acknowledge that my account has been introduced to you by
arrangement with my Financial Service Organization. You are authorized
to accept from my Financial Service Organization, without inquiry or
investigation by you (i) orders for the purchase or sale of securities
or other property for my account, on margin or otherwise, and (ii) any
other instructions concerning my account. I understand and agree that
my Financial Service Organization is not your agent and that you shall
have no responsibility or liability to me for any acts or omissions of
my Financial Service Organization, its officers, employees or agents. I
intend that my Financial Service Organization be a beneficiary of this
<PAGE>
Agreement. I also understand and agree that Alex. Brown does not act as
investment advisor, determine customer investment objectives, solicit
orders, recommend securities for purchase or sale, or exclusive
discretionary authority with respect to my account. Alex. Brown will
not be responsible for monitoring my account to determine adherence to
my stated investment objectives. I agree that any inquiry I may have
concerning the servicing of my account will be directed to my Financial
Service Organization.
3. Margin Account
I agree to open a margin account with you through my Financial Service
Organization and acknowledge to you that I understand each of the
following:
- When I purchase securities on margin, I borrow money from you
to finance that purchase; I may also borrow against collateral
in my margin account for other purposes.
- I will be obligated to pay interest on all sums I borrow from
you.
- I may be required to deliver additional collateral consisting
of cash or securities to you to maintain my loan balance, as
you require.
- By using a margin account to leverage my investments, I
increase my risk of loss.
- Alex. Brown will deduct all interest charges from my account.
- My current debit balance will appear on each account
statement Alex. Brown sends to me.
- Alex. Brown will charge me interest on a monthly basis
and will disclose on my account statement the interest
rate and total interest charge.
4. Capacity to Contract, Customer Affiliation
By signing below, I represent that I am of legal age. I also represent
that no one except the persons named on the accounts) you are carrying
has an interest in such account(s). I agree to inform my Financial
Service Organization if I am or become a director or officer of any
publicly traded company.
2
<PAGE>
5. Joint Accounts
If this is a joint account, we agree that each account owner shall be
jointly and severally liable for this account. Notwithstanding the
foregoing, you are authorized, in your discretion, to require joint
action by all of the account owners with respect to any matters
concerning the account.
6. Credit Information and Investigation
I authorize you to obtain reports concerning my credit standing and
business conduct, at your discretion.
7. Interest Charges
I acknowledge that debit balances in my cash or margin account,
including but not limited to those arising from my failure to make
payment by settlement date for securities purchased, will be charged
interest at the then current rate, in accordance with your usual
custom. Interest will be computed on the net daily debit balance, which
is computed by combining all debit balances and credit balances in each
account with the exception of credit balances associated with short
security positions. I acknowledge receipt of your statement regarding
interest and service charges and that you may charge an account
maintenance fee with respect to inactive accounts.
8. Margin Maintenance, Calls for Additional Collateral, Liquidations and
Covering Short Positions
I will maintain such securities and other property in my account for
margin purposes as you shall require from time to time. You shall have
the right in accordance with your general policies regarding margin
maintenance requirements, as such may be modified or amended from time
to time, to require additional collateral or to liquidate securities
and other property whenever in your sole discretion you consider it
necessary for your protection. You may do so under circumstances which
include, but are not limited to, the failure to promptly meet any call
for additional collateral, the filing of a petition in bankruptcy, the
appointment of a receiver by or against me or the attachment or levy
against any account with you in which I have an interest. In such an
event you are authorized to sell any and all securities and other
property in any of my accounts with you whether carried individually or
jointly with others, to buy all securities or other property which may
be short in such account, to cancel any open orders and to close any or
all outstanding contracts, all without demand for margin or additional
margin, notice of sale or purchase, or other notice or advertisement,
each of which is expressly waived. Any such sales or purchases may be
made at your discretion on any exchange or other market where such
business is
3
<PAGE>
usually transacted or at public auction or private sale, and you may be
the purchaser for your own account. I understand that any prior demand,
or call, or prior notice of the time and place of such sale or purchase
shall not be considered a waiver of your right to sell or buy without
demand or notice as provided herein.
9. Satisfaction of Indebtedness
I agree to satisfy, upon demand, any indebtedness, and to pay any
debit balance remaining when any of my accounts are closed, either
partially or totally. I further agree to pay the reasonable costs and
expenses of collection of any debit balance and any unpaid deficiency
in my account, including attorney's fees. If my account is owned by
more than one individual, then our obligations under this Agreement
shall be joint and several.
10. Liens
I hereby grant to you a security interest in all securities and other
property in your possession in which I have an interest in order to
secure any and all indebtedness or any other of my obligations to you.
All such securities and other property shall be held as security for
the payment of any such obligations or indebtedness in any account with
you in which I have an interest, and you may, in your discretion, at
any time and without prior notice, sell and/or transfer any or all
securities and other property in order to satisfy such obligations.
11. Authority to Borrow
In case of the sale of any security or other property by you at the
direction of my Financial Service Organization and your inability to
deliver the same to the purchaser by reason of my failure to supply you
therewith, I authorize you to borrow any security or other property
necessary to make delivery thereof, and agree to be responsible for any
loss which you may sustain thereby and any premiums which you may be
required to pay thereof by reason of your inability to borrow the
security or other property sold.
12. Loan or Pledge of Securities and Other Property
Within the limitations imposed by applicable laws, all securities and
other property now or hereafter held, carried or maintained by you in
your possession that have not been fully paid for or are held in a
margin account may be lent, either to yourself or to others, pledged
and repledged by you, without notice to me, either separately or in
common with other securities and other property of your customers for
any amount due in my account(s) which I have an interest, or for any
greater amount, and you may do so
4
<PAGE>
without retaining in your possession or control for delivery a like
amount of similar securities or other property. I understand that in
the event securities held for my account(s) are loaned out, I may lose
certain voting rights attended to such securities.
13. Short and Long Orders; Deliveries and Settlements
I agree that, in giving orders to sell, all "short" sales will be
designated by me as "short" and all other sales will be designated by
you as "long." "Short sale" means any sale of a security not owned by
me or any sale that is consummated on settlement date by delivery of a
borrowed security. I also agree that you may, at your discretion,
immediately cover any short sales in my account, without prior notice.
My failure to designate a sale order as "short" is a representation on
my part that I own the security line of restriction, and if the
security is not in your possession at the time of sale, I agree to
deliver the security to you or my Financial Service Organization before
settlement date. In case of non-delivery of a security, you are
authorized to purchase the security to cover my position and charge any
loss, commissions and fees to my account. I agree that if you fail to
receive payment for securities I have purchased you may, without prior
demand or notice, sell those securities or other property held by you
in any of my account(s) with you and any loss resulting therefrom will
be charged to such account(s). I authorize you, at your discretion, to
request and obtain extension(s) of my time to make payment for
securities I purchase, as provided for by Federal Reserve Bank
Regulation T.
14. Confirmations, Statements and Written Communications
I agree to notify my Financial Service Organization in writing within
ten (10) days of your sending me a confirmation, of any objection I
have to any transaction in my account. In the absence of such written
notification, I agree that all transactions for my account will be
final and binding on me. Confirmations of transactions, as well as
other communications, may be sent to the address I provided to my
Financial Service Organization or to such other address I may hereafter
give to my Financial Service Organization in writing, and all
communications so sent, whether by mail, private carrier, facsimile,
messenger or otherwise, shall be deemed given to me, whether actually
received or not. Unless I advise you in writing to the contrary, you
may disclose my name and address to the issuers of securities which you
hold for me.
5
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15. Applicable Rules and Regulations
All transactions in my account shall be subject to the constitution,
rules, regulations, customs and usages of the exchange or market, and
its clearing house, if any, where the transactions are executed.
Transactions shall also be subject to the provisions of federal and
state securities laws, as amended, and to the rules and regulations of
the Securities and Exchange Commission and the Board of Governors of
the Federal Reserve System. You shall not be liable for loss caused
directly or indirectly by your compliance with such rules or
regulations or by government restrictions, exchange or market rulings,
suspension of trading, war, or other conditions beyond your control.
16. Waiver
Except as specifically permitted in this Agreement, no provision of
this Agreement can be waived, altered, modified, or amended unless such
is agreed to in writing.
17. Miscellaneous
This Agreement shall be binding upon my heirs, executors,
administrators, personal representatives and permitted assigns. It
shall inure to the benefit of your successors and assigns to whom you
may transfer my account. This Agreement contains the entire
understanding between us concerning the subject matter of this
Agreement. I may not assign the rights and obligations hereunder
without first obtaining your prior written consent. I agree that Alex.
Brown has the right to amend this Agreement at any time by sending
written notice of such amendment to me. Any such amendment shall be
effective as of the date established by Alex. Brown. If any provision
of this Agreement is held to be invalid, void or unenforceable by
reason of any law, rule, administrative order or judicial decision,
that determination shall not affect the validity of the remaining
provisions of this Agreement. This Agreement shall be deemed to have
been made in the State of Maryland and shall be construed, and the
rights of the parties determined, in accordance with the laws of the
State of Maryland and the United States, as amended, without giving
effect to the choice of law or conflict-of-laws provisions thereof.
18. Arbitration Disclosures
I am aware that we are agreeing to arbitrate disputes regarding my
account as set forth in paragraph 19. I also have been informed of the
following regarding the arbitration process:
- Arbitration is final and binding on the parties.
6
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- The parties are waiving their right to seek remedies in
court, including the right to a jury trial.
- Pre-arbitration discovery is generally more limited than and
different from court proceedings.
- The arbitrator's award is not required to include factual
findings or legal reasoning and any party's right to appeal or
to seek modification of rulings by the arbitrators is strictly
limited.
- The panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities
industry.
19. Agreement to Arbitrate
It is agreed that all past, present, or future controversies between
myself, any persons having an interest in my account, Alex. Brown, my
Financial Service Organization, or any of the employees or affiliates
of either, concerning any transaction or the construction, performance,
or breach of this or any other agreement pertaining to securities and
other property, whether entered into prior, on or subsequent to the
date hereof, including but not limited to claims of fraud in the
inducement, shall be submitted to arbitration pursuant to the Federal
Arbitration Act. Any arbitration under this Agreement shall be
conducted before the National Association of Securities Dealers, Inc.
("NASD") or any other securities industry self-regulatory organization
of which Alex. Brown or your correspondent is a member, in accordance
with the rules then obtaining of such organization. The award of the
arbitrator(s), or a majority of them, shall be final and judgment upon
such award may be entered in any court having jurisdiction. No person
shall bring a putative or certified class action to arbitration, nor
seek to enforce any pre-dispute arbitration agreement against any
person who has initiated in court a putative class action; or who is a
member of a putative class action until: (i) the class certification is
denied; or (ii) the class is decertified; or (iii) the customer is
excluded from the class by the court. Such forbearance to enforce an
agreement to arbitrate shall not constitute a waiver of any rights
under this Agreement except to the extent stated herein.
7
<PAGE>
By signing below, I authorize you to open and carry a margin account
for my benefit, and acknowledge that securities in my account may be
loaned to Alex. Brown as principal or loaned to others. I also
acknowledge that I have received a copy of this Agreement. I further
acknowledge that:
THIS AGREEMENT CONTAINS A PRE-DISPUTE
ARBITRATION CLAUSE AT PARAGRAPH 19 ABOVE.
PLEASE READ AND SIGN BELOW.
(Individuals) SIGNATURES (Partnership)
----------------------- ---------- ----------------------
(Date) (Name of Partnership)
_______________________ __________ By_________ _______
(Second Party, if Joint (Date) (General (Date)
Account) Partner)
(Corporation)
-----------------------------------------------------------------
(Name of Corporation)
(Seal)
Attest_________________ __________ By__________ _______
(Date) (Date)
Title__________________ Title_________________
<PAGE>
Exhibit 13
Schedule of transactions in the Common Stock
by the Reporting Persons
during the past sixty days
(i) PVF
Number of Price
Shares Per
Date Purchased Share(a)
- ---- --------- -----
12/31/97 20,000 $4.56
1/26/98 1,500 $4.50
1/27/98 5,000 $4.63
1/28/98 18,500 $4.94
(ii) UCC
Number of Price
Shares Per
Date Purchased Share(a)
- ---- --------- -----
1/23/98 55,000 $5.03
(iii) Nazarian
Number of Price
Shares Per
Date Purchased Share(a)
- ---- --------- -----
1/30/98 5,000 $4.63
(iv) Salimpour
Number of Price
Shares Per
Date Purchased Share(a)
- ---- --------- -----
None.
Note:
(a) Price does not include commission.
