-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tnh3l4eeZGU2qSoGPJqqeMy/6wKJ+tB62cCq7ZFoJfUG+nQFF0BwvE49x81JwPwK /a4Nw0Z4I7TBOsJFU/O/cQ== 0000899140-99-000277.txt : 19990422 0000899140-99-000277.hdr.sgml : 19990422 ACCESSION NUMBER: 0000899140-99-000277 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990421 GROUP MEMBERS: BENJAMIN NAZARIAN GROUP MEMBERS: PIONEER VENTURE FUND GROUP MEMBERS: UNION COMMUNICATIONS COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TESSERACT GROUP INC CENTRAL INDEX KEY: 0000873601 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 411581297 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41902 FILM NUMBER: 99598419 BUSINESS ADDRESS: STREET 1: 1300 NORWEST FINANCIAL CENTER STREET 2: 7900 XERXES AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55431 BUSINESS PHONE: 6128320092 MAIL ADDRESS: STREET 1: 1300 NORWEST FINANCIAL CENTER STREET 2: 7900 XERXES AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55431 FORMER COMPANY: FORMER CONFORMED NAME: EDUCATION ALTERNATIVES INC/MN DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER VENTURE FUND CENTRAL INDEX KEY: 0001032400 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 951547139 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2000 PASADENA AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90031 BUSINESS PHONE: 2132231114 MAIL ADDRESS: STREET 1: 2000 PASADENA AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90031 SC 13D/A 1 AMENDMENT NO. 4 TO SCHDEULE 13D 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). 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 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 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 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 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 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 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 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 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 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 EX-99.1 2 JOINT FILING AGREEMENT 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 -----END PRIVACY-ENHANCED MESSAGE-----