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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
The Tesseract Group, 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)
*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 the disclosures provided in a prior page.
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 ("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 4 Pages
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CUSIP No. 28139B100 13G Page 2 of 4 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Harold Nelkin
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
U.S.
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Number of Shares (5) Sole Voting
Beneficially Power 1,010,000
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power 149,000
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(7) Sole Dispositive
Power 1,010,000
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(8) Shared Dispositive
Power 149,000
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,159,000
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* /X/
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(11) Percent of Class Represented by Amount in Row (9)
12.27%
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(12) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 4 Pages
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ITEM 1(A). NAME OF ISSUER
The Tesseract Group, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
1300 Norwest Financial Center
7900 Xerxes Avenue South
Minneapolis, Minnesota 55431
ITEM 2(A). NAME OF PERSON(S) FILING
Harold Nelkin
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
c/o Nelkin Capital Management, Inc.
111 Great Neck Road, Suite 304
Great Neck, NY 11021
ITEM 2(C). CITIZENSHIP
U.S.
ITEM 2(D). TITLE OF CLASS OF SECURITIES
Common Stock, $0.01 par value
ITEM 2(E). CUSIP NUMBER
28139B100
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance Company as defined in section 3(a)(19) of the Act
(d) / / Investment Company registered under section 8 of the Investment
Company Act
(e) / / Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
(Note: See Item 7)
(h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
If this statement is filed pursuant to sec. 240.13d-1(c), check this box /X/.
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Page 4 of 4 Pages
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ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned:
1,159,000(1)
(b) Percent of Class:
12.27%(2)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
1,010,000
(ii) shared power to vote or to direct the vote
149,000(3)
(iii) sole power to dispose or to direct the disposition of
1,010,000
(iv) shared power to dispose or to direct the disposition of
149,000(3)
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following. / /
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
(1) Ruth Nelkin, the Reporting Person's wife, owns 2,500 shares which
constitutes approximately 0.03% of the outstanding shares, as to which the
Reporting Person disclaims beneficial ownership. Leslie A. Nelkin, the
Reporting Person's adult son, owns 303,400 shares, which constitutes
approximately 3.21% 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.
(2) Based upon 9,443,300 shares reported outstanding by the Company as of
December 31, 1997.
(3) Harold Nelkin is the owner and portfolio manager of Nelkin Capital
Management, Inc., which is an unregistered investment adviser. In such
capacity, Mr. Nelkin has purchased 149,000 shares for his clients'
accounts, and he shares with his clients the power to vote or direct the
vote of such shares and to dispose or direct the disposition of such
shares.
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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.
April 9, 1998
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(Date)
/s/ Harold Nelkin
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(Signature)
Harold Nelkin
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(Name/Title)
