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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SHELLS SEAFOOD RESTAURANTS, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of class of securities)
822809 109
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(CUSIP number)
Elizabeth A. Wertheimer
124 East 93rd Street
New York, New York 10128
(212) 860-3086
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 29, 1996
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(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 13-d-1(b)(3) or (4), check the following box |_|
Check the following box if a fee is being paid with the Statement |X|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1 (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).
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SCHEDULE 13D
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CUSIP No. 822809 109
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1 NAMES OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
2001 PARTNERS L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 325,000
BENEFICIALLY | |
OWNED BY | 8 | SHARED VOTING POWER
EACH | | 0
REPORTING | 9 | SOLE DISPOSITIVE POWER
PERSON WITH | | 325,000
| 10 | SHARED DISPOSITIVE POWER
| | 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
325,000 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.6%
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14 TYPE OF REPORTING PERSON*
PN
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Item 1 Security and Issuer:
The class of securities to which this Statement relates is
common stock, par value $.01 per share (the "Common Stock"),
of Shells Seafood Restaurants, Inc. (the "Company"), a
Delaware corporation whose principal executive offices are
located at 16313 North Dale Mabry Highway, Suite 100, Tampa,
Florida 33618. The number of shares of Common Stock
beneficially owned by the reporting person as indicated on the
cover page consists of shares of Common Stock issuable upon
the exercise of (i) warrants to purchase 75,000 shares of
Common Stock at an exercise price of $3.75 per share at any
time up to and including December 31, 1999, (ii) warrants to
purchase 75,000 shares of Common Stock at an exercise price of
$3.50 per share at any time up to and including February 29,
2001, and (iii) warrants to purchase 175,000 shares of Common
Stock at an exercise price of $3.15 per share at any time up
to and including December 31, 1999.
Item 2 Identity and Background
The reporting person is 2001 Partners L.P., a Delaware limited
partnership (the "Partnership"). The sole general partner of
the Partnership is Elizabeth A Wertheimer. The responses to
the following items relate to each of the Partnership and Ms.
Wertheimer unless otherwise indicated.
Item 2(a) Name and State of Organization of the Partnership:
2001 Partners L.P.
Delaware
Item 2(b) Address:
124 East 93rd Street
New York, NY 10128
Item 2(c) Principal Business:
The Partnership:
2001 Partners L.P. is a limited partnership organized under
the laws of the state of Delaware. The Partnership is
principally engaged in the acquisition and holding for
investment of securities and other business interests of any
and all types and descriptions.
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Ms. Wertheimer:
Ms. Wertheimer's present occupation is an investor.
Item 2(d) No Criminal Proceedings:
During the last five years neither the reporting person nor
Ms. Wertheimer has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Item 2(e) Other Proceedings:
During the last five years neither the reporting person nor
Ms. Wertheimer has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
which as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violation of
or prohibiting or mandating activities subject to, Federal or
state securities laws or finding violation with respect to
such laws.
Item 3 Source and Amount of Funds or Other Consideration:
The reporting person purchased, (i) warrants to purchase
75,000 shares of Common Stock at an exercise price of $3.75
per share at any time up to and including December 31, 1999,
(ii) warrants to purchase 75,000 shares of Common Stock at an
exercise price of $3.50 per share at any time up to and
including February 29, 2001, and (iii) warrants to purchase
175,000 shares of Common Stock at an exercise price of $3.15
per share at any time up to and including December 31, 1999,
for an aggregate purchase price of $700,000 (the "Purchase
Price"). The reporting person utilized its working capital for
payment of the Purchase Price.
Item 4 Purpose of Transaction
The Common Stock has been acquired for investment purposes.
Item 5 Interest in Securities of the Issuer
(a) Amount and Percent Beneficially Owned
As of the date of this filing, the Partnership is the
beneficial owner of 325,000 shares of Common Stock,
representing approximately 9.6% of the outstanding shares of
Common Stock. All of such shares are issuable upon the
exercise of warrants. See Item 1.
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(b) Power to Vote and Dispose of Shares
See Item 5(a) above and Items 7 - 10 on the cover
page.
(c) Any transactions in the class of securities reported
on that were effected during the past 60 days or
since the most recent filing on Schedule 13D,
whichever is less by the person named in response to
(a).
None.
(d) If any other person is known to have the right to
receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be
included in response to this item and, if such
interest relates to more than five percent of the
class, such person should be identified.
None, except for Elizabeth A. Wertheimer, who as the
general partner of the reporting person has such
powers.
(e) If applicable, state the date on which the reporting
person ceased to be the beneficial owner of more than
5 percent of the class of securities.
Not applicable.
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.
2001 PARTNERS L.P.
/s/ Elizabeth A. Wertheimer
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By: Elizabeth A. Wertheimer
General Partner
Dated: August 6, 1996
