SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SHELLS SEAFOOD RESTAURANTS, INC.
(Name of Issuer)
Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)
822809 10 9
(CUSIP Number)
Jonathan E. Cole, Esq.
Edwards & Angell
250 Royal Palm Way
Palm Beach, FL 33480
(561) 833-7700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 20, 1997
(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 13d-1(b)(3) or (4), check the following box: [ ].
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.
<PAGE>
(1) Name of Reporting Persons: ROBERT E. DEZIEL
S.S. or I.R.S. Identification Nos. of Above Persons:
###-##-####
(2) Check the Appropriate Box if a Member of a Group* (a) []
(b) []
(3) SEC Use Only
(4) Source of Funds*
PF; OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) []
(6) Citizenship or Place of Organization: UNITED STATES
Number of Shares Beneficially (7) Sole Voting Power 28,665
Owned by Each Reporting Person With
(8) Shared Voting Power -0-
(9) Sole Dispositive Power 28,665
(10) Shared Dispositive Power -0-
(11) Aggregate Amount Beneficially Owned by
Each Reporting Person: 558,265
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares*
(13) Percent of Class Represented by Amount
of Row (11): 16.9%
(14) Type of Reporting Person*: IN
This Amendment No. 1 to the Schedule 13D filed on June 4, 1997 (the
"Original Schedule 13D") is filed by Robert E. Deziel to reflect certain changes
in the circumstances surrounding his agreement to purchase 529,600 shares of
Shells common stock from L & L Foods, which includes an apparent dispute with
respect to the option granted to Mr. Deziel by L&L Foods covering 479,600 shares
of Shells common stock, as reported on the Original Schedule 13D. Capitalized
terms used herein without definition which are defined in the Original Schedule
13D shall have the meanings set forth therein.
* * * * *
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The response of Mr. Deziel to Item 3 in the Original Schedule 13D is hereby
supplemented and modified as follows:
The $350,000 in cash from Mr. Deziel's personal funds to be used for the
purchase of the initial 50,000 shares of Shells common stock pursuant to the May
25 Agreement remains in escrow. To the extent that L & L Foods performs under
the May 25 Agreement with respect to the option for 479,600 shares of Shells
common stock at a purchase price of $7 per share, which option has been
exercised by Mr. Deziel, he anticipates using up to approximately $1,700,000 in
cash from his personal funds, with the balance to come from (i) margin loan
proceeds or (ii) other loans to Mr. Deziel. While Mr. Deziel has not entered
into any arrangements or understandings with any person with respect to any such
loans, he has had discussions with potential lending sources and believes that
adequate funds can be raised. In the event any such loans are utilized, Mr.
Deziel may seek to dispose of a portion of the shares of Shells common stock
previously owned by him or acquired with his personal funds, in an orderly
manner, to provide a source of repayment of any such loans.
Also see response to Item 5(a), as supplemented by this Amendment No. 1 to
Schedule 13D.
* * * * *
ITEM 5. INTEREST IN SECURITIES OF SHELLS.
The response of Mr. Deziel to Item 5(a) in the Original Schedule 13D is
hereby supplemented and modified as follows:
Mr. Deziel has made demand upon L & L Foods to proceed to closing under the
May 25 Agreement with respect to the initial 50,000 shares of Shells common
stock, but to date L & L Foods has failed to satisfy the conditions to closing
set forth in the May 25 Agreement.
According to a Schedule 13D filed by L & L Foods on June 5, 1997 (the "L&L
Schedule 13D"), with respect to the 529,600 shares of Shells common stock owned
by L & L Foods (which are the shares covered by the May 25 Agreement with Mr.
Deziel), L & L Foods has acknowledged its agreement to sell 50,000 shares of
Shells common stock to Mr. Deziel for $7.00 per share, but has noted that a
"dispute may exist" as to the enforceability of the option granted to Mr. Deziel
for the remaining 479,600 shares owned by L & L Foods. The L&L Schedule 13D
further states that the marginal notation contained on the May 25 Agreement
granting the option to Mr. Deziel was written on the May 25 Agreement "after the
contract was signed by the seller [L & L Foods] and delivered to the purchaser
[Mr. Deziel]."
Mr. Deziel rejects as untrue the allegations in the L&L Schedule 13D that
the marginal notation agreement of the parties on the May 25 Agreement was made
after its execution and delivery by L & L Foods. Mr. Deziel believes that he has
a valid and enforceable option to purchase such 479,600 shares from L & L Foods.
Mr. Deziel has given notice of the exercise of his option with respect to
all of the 479,600 shares of Shells common stock, subject to the satisfaction of
the conditions to closing set forth in the May 25 Agreement. Accordingly, Mr.
Deziel believes that he is the record and/or beneficial owner of 558,265 of the
issued and outstanding shares of Shells common stock, consisting of 28,665
shares which he owned at the time of the filing of the Original Schedule 13D,
and the 529,600 shares covered by the May 25 Agreement.
It is presently uncertain whether L & L Foods will perform its obligations
under the May 25 Agreement, in which event Mr. Deziel may be forced to pursue
his remedies for damages against L & L Foods and others involved in the
transaction.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF SHELLS.
By written notice dated June 16, 1997, Mr. Deziel gave notice of the
exercise of his option with respect to 479,600 shares of Shells common stock.
Other than such notice, and other than as set forth in response to Items 3, 4
and 5 of the Original Schedule 13D as supplemented by this Amendment No. 1,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) between Mr. Deziel and any other person with respect to the
securities of Shells, including, but not limited to, transfer or voting of any
of the securities, finders' fees, joint ventures, loan or option arrangements,
puts or calls, guarantees or profits, division of profits or loss, or the giving
or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Please see attached letter of June 16, 1997 from Robert Deziel to L & L
Foods exercising the option under the May 25 Agreement ("Exhibit 1").
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.
June 20, 1997
Date
/S/ ROBERT E. DEZIEL
--------------------
Robert E. Deziel
EXHIBIT 1
ROBERT E. DEZIEL
239 South County Road
Palm Beach, FL 33480
June 16, 1997
VIA TELECOPY (832-4737)
and HAND DELIVERY
L & L Foods, Inc.
215 5th Street, Suite 107
West Palm Beach, FL 33403
Attn: Lee, Linn and George Heaton
Re: Capital Stock Purchase Agreement dated May 24, 1997, executed May 25, 1997
(the "May 25 Agreement)
Dear Messrs. Heaton:
The undersigned, Robert E. Deziel ("Purchaser") hereby exercises Purchaser's
option to purchase 479,600 shares (the "Option Shares") of the common stock of
Shells Seafood Restaurants, Inc. (the "Company") granted to the Purchaser
pursuant to the May 25 Agreement. Such exercise is made subject to the
satisfaction of the conditions to closing set forth in the May 25 Agreement.
Pursuant to the May 25 Agreement, L & L Foods, Inc. ("Seller") is obligated to
use its best efforts to satisfy the conditions to purchase of the Option Shares,
including the delivery of appropriate opinions to the Purchaser and counsel for
the Company with respect to the free tradability of the Option Shares upon
transfer to the Purchaser. Demand is hereby made for the Seller to undertake the
efforts to satisfy such conditions.
Purchaser has made arrangements for the funds necessary to complete the purchase
of the Option Shares, subject to the satisfaction of the conditions set forth in
the May 25 Agreement. Upon the acknowledgment by Seller that it has arranged for
the satisfaction of such conditions, the Purchaser is prepared to close the
transaction and deliver the purchase funds promptly and in a reasonable time.
Purchaser believes that such funds will be available within five business days
of the delivery of the required opinions. The Purchaser believes that the Seller
should be in a position to satisfy such requirements immediately, in which event
the Purchaser would be in a position to close and provide the funds on or before
June 24, 1997.
Please be advised that Purchaser presently intends to dispose of a substantial
amount of the shares purchased pursuant to this exercise of the option.
Accordingly, in the event of any delay on the part of Seller in fulfilling its
obligations and proceeding to closing could result in substantial damages.
Please provide the Purchaser with prompt confirmation of your efforts to satisfy
such conditions and the name of the counsel you have selected for the purpose of
issuing the required opinions. Also, please authorize such counsel to provide
drafts of such opinions and related supporting material to Purchaser's counsel,
Edwards & Angell, as well as counsel for the Company, for purposes of assuring
that such opinions will meet the requirements of the May 25 Agreement.
Very truly yours,
Robert E. Deziel
cc: John Giordano
Jonathan E. Cole
