<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of
1934
(Amendment No. 4)*
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
(323) 223-1114
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
- with a copy to -
Roger D. Blanc, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
April 15, 1999
(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 ss.ss. 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 ss. 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 --------- ------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 461,500
WITH --------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
461,500
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
461,500
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
- ----------- --------------------------------------------------------------------
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 --------- -------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 357,500
WITH
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
357,500
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
357,500
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
- ----------- --------------------------------------------------------------------
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 80,000
BENEFICIALLY
OWNED BY --------- ------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 819,000
WITH
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
80,000
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
819,000
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
899,000
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
- ----------- --------------------------------------------------------------------
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. 4 ("Amendment No. 4") 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, Amendment No. 2 thereto ("Amendment No.
2") filed by the Reporting Persons on March 9, 1998 and Amendment No. 3 thereto
("Amendment No. 3") filed by the Reporting Persons on June 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 2. Identity and Background
-----------------------
Item 2 of the Schedule 13D is hereby amended in its entirety to read
as follows.
(a) This statement is filed by Pioneer Venture Fund, L.L.C., a
Delaware limited liability company ("PVF"), Union Communications Company, a
California limited partnership ("UCC") and Benjamin Nazarian ("Nazarian" and
with PVF and UCC, collectively, the "Reporting Persons"). Attached as Exhibit 1
and incorporated by reference herein is the information required by Item 2 as to
the members of PVF and the general partners of UCC.
(b) The address of the principal business and principal office of each
of PVF and UCC is 2000 Pasadena Avenue, Los Angeles, California 90031.
Nazarian's business address is 2000 Pasadena Avenue, Los Angeles, California
90031.
(c) The principal business of PVF is that of a limited liability
company engaged in making investments. The principal business of UCC is that of
a partnership engaged in making investments. Nazarian's principal occupation is
acting as Manager of PVF. The business address of each of the Reporting Persons
is given in response to section (b) above.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons 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) The individual referred to in paragraph (a) above is a United
States citizen.
5
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Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Item 3 of the Schedule 13D is hereby amended in its entirety to read
as follows:
The total amount of funds required by PVF to purchase the Shares it
owns directly was $1,724,453 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 BT Alex. Brown Incorporated (formerly known as Alex. Brown &
Sons Incorporated, "BT Alex. Brown"), made by Prudential and BT Alex. Brown in
the ordinary course of their respective businesses. Copies of the Margin
Agreements between PVF and each of Prudential and BT 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 $1,584,492 and was furnished from margin loans from
Prudential, Lehman Brothers Inc. ("Lehman") and BT Alex. Brown, made by
Prudential, Lehman and BT Alex. Brown in the ordinary course of their respective
businesses. Copies of the Margin Agreements between UCC and each of Prudential,
Lehman and BT 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 $394,753 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.
6
<PAGE>
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Items 5(a) and 5(b) of the Schedule 13D are hereby amended in their
entirety to read as follows:
Information with respect to this Item 5 is given as of the date
hereof, and is based on 9,579,306 Shares outstanding as reported on the Issuer's
Quarterly Report on Form 10-Q for the period ending December 31, 1998.
(a) The Reporting Persons beneficially own an aggregate of 899,000
Shares. Based on information contained in the Company's Quarterly Report on Form
10-Q for the quarter ended December 31, 1998 filed with the Securities and
Exchange Commission, the Shares held by the Reporting Persons represent
approximately 9.2% of the outstanding Shares.
PVF beneficially owns 311,500 Shares and, on April 15, 1999, was
issued an immediately exerciseable warrant to purchase 150,000 Shares at $3.00
per Share (the "Warrant"). By virtue of Rule 13d-3 ("Rule 13d-3") under the
Securities and Exchange Act of 1934 (the "Exchange Act"), PVF may be deemed to
be the beneficial owner of 461,500 Shares as a result of the 311,500 Shares that
have been purchased and the Shares issuable upon exercise of the Warrant. PVF's
beneficial ownership comprises approximately 4.7% of the outstanding Shares.
UCC beneficially owns 357,500 Shares. UCC's beneficial ownership
comprises approximately 3.7% of the outstanding Shares.
Nazarian directly owns 80,000 Shares, representing approximately 0.8%
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
pursuant to Rule 13d-3 to own beneficially all of the Shares owned by PVF and
UCC. Thus, Nazarian may be deemed to have beneficial ownership of 899,000
Shares, representing approximately 9.2% of the outstanding Shares.
On June 22, 1998, Dr. Pejman Salimpour terminated the limited power of
attorney previously giving Nazarian power of disposition over his Shares.
Pursuant to the terms of Rule 13d-3, Nazarian is no longer deemed to own
beneficially all of the Shares which Dr. Salimpour beneficially owns, and such
Shares are not included in the aggregate of Shares beneficially owned by
Nazarian.
(b) Each of PVF and UCC share with Nazarian the power to vote or to
direct the vote and the power to dispose or to direct the disposition of the
Shares owned directly by them.
7
<PAGE>
Item 5(c) of the Schedule 13D is hereby amended by adding the
following to the end thereof:
On April 15, 1999, the Company issued the Warrant to PVF in connection
with the refinancing of a portion of the Company's debt held by PVF.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
------------------------------------------------------------
Item 6 of the Schedule 13D is hereby amended in its entirety to read
as follows:
Nazarian controls, in practice, the investment decisions of PVF and
UCC.
Dr. Pejman Salimpour had executed a limited power of attorney giving
Nazarian shared power of disposition, but not voting power, over the Shares held
by Dr. Salimpour. This power of attorney was previously disclosed in the
Schedule 13D. On June 22, 1998, Dr. Salimpour terminated the limited power of
attorney. Dr. Salimpour is no longer deemed a member of the group for the
purposes of Rule 13d-5(b)(1) of the Exchange Act and is no longer a filing
person with respect to this Schedule 13D.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the
Reporting Persons have entered into an agreement with respect to the joint
filing of this statement, and any amendment or amendments hereto, which is
attached hereto as Exhibit 15 and is incorporated herein by reference. The joint
filing agreement by and between the Reporting Persons and Dr. Pejman Salimpour,
dated September 22, 1997, which was previously disclosed in the Schedule 13D,
has been terminated by the parties thereto. Salimpour is no longer a filing
person with respect to this Schedule 13D.
Except as described herein and by reference to Items 3 and 4 above,
there are no contracts, arrangements, understandings or relationships among the
persons named in Item 2 or between such persons and any other person with
respect to any securities of the Company.
By virtue of the relationships among the Reporting Persons as
described in Item 2, the Reporting Persons may be deemed to be a "group" under
the Federal securities laws.
8
<PAGE>
Item 7. Material to be Filed as Exhibits.
---------------------------------
Item 7 of the Schedule 13D is hereby amended to add the following
exhibits:
Exhibit 15 Joint Filing Agreement
9
<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: April 21, 1999
PIONEER VENTURE FUND, L.L.C.
By:/s/ Benjamin Nazarian
---------------------
Name: Benjamin Nazarian
Title: Manager
UNION COMMUNICATIONS COMPANY
By:/s/ Benjamin Nazarian
---------------------
Name: Benjamin Nazarian
Title: General Partner
/s/ Benjamin Nazarian
---------------------
Benjamin Nazarian
10
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Number Title
- -------------- -----
Exhibit 15 Joint Filing Agreement by and among Pioneer
Venture Fund, L.L.C., Union Communications
Company and Benjamin Nazarian, dated as of
April 21, 1999.
11
<PAGE>
EXHIBIT 15
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that it knows or has reason to believe that such
information is inaccurate. This Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated: April 21, 1999
PIONEER VENTURE FUND
By: /s/ Benjamin Nazarian
----------------------
Name: Benjamin Nazarian
Title: General Partner
UNION COMMUNICATIONS COMPANY
By: /s/ Benjamin Nazarian
----------------------
Name: Benjamin Nazarian
Title: General Partner
/s/ Benjamin Nazarian
----------------------
Benjamin Nazarian
