SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
SHELLS SEAFOOD RESTAURANTS, INC.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
822809 10 9
(CUSIP Number)
Frederick R. Adler
1520 South Ocean Boulevard
Palm Beach, Florida 33480
(561) 659-2001
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 27-29, 1998
(Date of Events 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 ____.
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SCHEDULE 13D
CUSIP No. 822809 10 9
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
(a) Frederick R. Adler
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
(a) USA
NUMBER 7. SOLE VOTING POWER
OF (a) 2,000
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) -0-
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 2,000
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 1,268,226 (*) (*) 916,226 of these shares may be deemed to be beneficially
owned for Federal securities laws purposes by Frederick R. Adler, as a
result of such shares being held by the Frederick R. Adler Intangible Asset
Management Trust. 350,000 of these shares may be deemed to be beneficially
owned for Federal securities laws purposes by Frederick R. Adler as a
result of such shares being held by the Adler Children Trust. Mr. Adler
disclaims beneficial ownership of such 1,266,226 shares.
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 26.4% (**) (**) Excluding the shares held by the Frederick R. Adler
Intangible Asset Management Trust and the Adler Children Trust, the
Reporting Person would beneficially own less than 1% of the outstanding
Common Stock.
14. TYPE OF REPORTING PERSON
(a) IN
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This Amendment No. 2 is being filed by Frederick R. Adler (the "Reporting
Person") to reflect (a) the transfer from the Frederick R. Adler Intangible
Asset Management Trust, a trust of which the Reporting Person is the settlor and
beneficiary (the "Asset Trust"), to the Reporting Person, on December 27, 1998,
of warrants to purchase an aggregate of 350,000 shares of common stock, par
value $.01 per share (the "Common Stock"), of Shells Seafood Restaurants, Inc.
at exercise prices ranging from $3.15 to $3.50 per share (the
"Warrants")and(b)the transfer by the Reporting Person of (i) the Warrants on
December 28, 1998, to the Adler Children Trust, a trust of which the Reporting
Person is the settlor and the Reporting Person's children are the beneficiaries
and wife is the trustee (the "Children Trust"); and(ii) 156,500 shares of Common
Stock on December 29, 1998 (including 5,000 shares of Common Stock purchased by
the Reporting Person with personal funds on December 23, 1998), to the Asset
Trust.
Item 1. SECURITY AND ISSUER
No change.
Item 2. IDENTITY AND BACKGROUND
No change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable with respect to the transactions reported herein, except
that with respect to the purchase of the 5,000 shares of Common Stock at a
purchase price of $3.75 per share on December 23, 1998, the Reporting Person
used personal funds.
Item 4. PURPOSE OF TRANSACTION
All the shares of Common Stock and the Warrants beneficially owned by
the Reporting Person were acquired solely for investment purposes. On December
27, 1998, the Asset Trust transferred the Warrants to the Reporting Person. No
consideration was paid with respect to such transfer. On December 28, 1998, the
Reporting Person transferred the Warrants to the Children Trust. No
consideration was paid with respect to the transfer. On December 29, 1998, the
Reporting Person transferred 156,500 shares of Common Stock to the Asset Trust.
No consideration was paid with respect to the transfer.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person beneficially owns an aggregate of 2,000 shares
of Common Stock representing less than 1% of the outstanding shares of Common
Stock. The Asset Trust, of which the Reporting Person is settlor and
beneficiary, beneficially owns an aggregate of 916,226 shares of Common Stock
representing approximately 20.6% of the outstanding shares of Common Stock.
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The Children Trust, a trust of which the Reporting Person is the settlor and the
Reporting Person's children are the beneficiaries and wife is the trustee,
beneficially owns warrants to purchase an aggregate of 350,000 shares of Common
Stock, representing approximately 7.3% of the outstanding shares of Common
Stock. Mr. Adler may be deemed to beneficially own the shares and warrants to
purchase shares of Common Stock held by each of the Asset Trust and the Children
Trust for Federal securities laws purposes. Mr. Adler disclaims beneficial
ownership of the shares and warrants to purchase shares of Common Stock held by
the Asset Trust and the Children Trust for purposes of Section 13 of the
Securities Exchange Act of 1934 and for all other purposes.
(b) For information with respect to the power to vote or direct the
vote and the power to dispose or to direct the disposition of the Common Stock
beneficially owned by the Reporting Person, see Rows 7-10 of the cover page.
(c) No transactions in the Common Stock were effected by the Reporting
Person during the past 60 days except:
(i) On December 23, 1998, the Reporting Person purchased 5,000 shares
of Common Stock in the open market in a broker's transaction, at a purchase
price of $3.75 per share.
(ii) On December 27, 1998, the Asset Trust transferred the Warrants to
the Reporting Person. No consideration was paid with respect to such transfer.
(iii) On December 28, 1998, the Reporting Person transferred the
Warrants to the Children Trust. No consideration was paid with respect to such
transfer.
(iv) On December 29, 1998, the Reporting Person transferred 156,500
shares of Common Stock to the Asset Trust. No consideration was paid with
respect to such transfer.
(d) Not applicable.
(e) The Reporting Person ceased to be the beneficial owner of more than
5% of the Company's securities as a result of the transfer by the Reporting
Person of the shares of Common Stock to the Asset Trust on December 29, 1997 and
to the Children Trust on December 28, 1998. The Reporting Person, however, may
still be deemed to be the beneficial owner of more than 5% of the Common Stock
of the Company for the reasons set forth in Item 11 of the cover page to this
report.
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
None
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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.
/s/ Frederick R. Adler
Frederick R. Adler
Date: January 8, 1999
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