================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 13G
------------
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
SHELLS SEAFOOD RESTAURANTS, INC.
--------------------------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
------------------------------
(Title of Class of Securities)
822809 10 9
--------------
(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 cover 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).
================================================================================
<PAGE>
CUSIP No. 822809 10 9
-----------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Longview Partners, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Longview Partners, L.P. is a partnership organized under the laws of the
state of Delaware.
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
SHARES 313,159 shares
------------------------------------------------------------
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0 shares
------------------------------------------------------------
PERSON
WITH
7 SOLE DISPOSITIVE POWER
313,159 shares
------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
313,159 shares
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.1%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
-2-
<PAGE>
Item 1(a) NAME OF ISSUER:
Shells Seafood Restaurants, Inc. (the "Company")
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
16313 N. Dale Mabry Highway
Suite 100
Tampa, Florida 33618
Item 2(a) NAME OF PERSON FILING:
See Item 1 of the cover page attached hereto
Item 2(b) Address of Principal Business Office, or If none, residence:
175 East 64th Street
New York, New York 10021
Item 2(c) CITIZENSHIP:
See Item 4 of the cover page attached hereto
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 (the "Common Stock")
Item 2(e) CUSIP NUMBER:
822809 10 9
Item 3 Not Applicable
Item 4 OWNERSHIP:
(a) Amount beneficially owned:
See Item 9 of the cover page attached hereto which includes (i)
159,884 shares of Common Stock owned directly by the Reporting Person,
(ii) warrants to purchase 79,942 shares of Common Stock at an exercise
price of $6.00 per share which are presently exercisable and (iii)
warrants to purchase 73,333 shares of Common Stock at an exercise
price of $3.50 per share which are presently exercisable.
-3-
<PAGE>
(b) Percent of Class:
See Item 11 of the cover page attached hereto
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of the cover page attached hereto which includes
(i) 159,884 shares of Common Stock owned directly by the
Reporting Person, (ii) warrants to purchase 79,942 shares of
Common Stock at an exercise price of $6.00 per share which
are presently exercisable and (iii) warrants to purchase
73,333 shares of Common Stock at an exercise price of $3.50
per share which are presently exercisable.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page.
(iii) Sole power to dispose or direct the disposition of:
See Row 7 of the cover page attached hereto which includes
(i) 159,884 shares of Common Stock owned directly by the
Reporting Person, (ii) warrants to purchase 79,942 shares of
Common Stock at an exercise price of $6.00 per share which
are presently exercisable and (iii) warrants to purchase
73,333 shares of Common Stock at an exercise price of $3.50
per share which are presently exercisable.
(iv) Shared power to dispose or direct the disposition of:
See Row 8 of the cover page.
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Not Applicable
-4-
<PAGE>
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:
Not Applicable
-5-
<PAGE>
SIGNATURES
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.
February 11, 1997
LONGVIEW PARTNERS, L.P.
By: /s/ SUSAN R. CHAPMAN
-----------------------------------
Susan R. Chapman
General Partner
-6-
