SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
OCTOBER 22, 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.
(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
(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 (7) Sole Voting Power 184,000
Beneficially Owned (8) Shared Voting Power -0-
by Each Reporting (9) Sole Dispositive Power 184,000
Person With (10) Shared Dispositive Power -0-
(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 184,000
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares *[ ]
(13) Percent of Class Represented by Amount of Row (11): 4.4%
(14) Type of Reporting Person*: IN
<PAGE>
This Amendment No. 4 to the Schedule 13D filed on June 4, 1997 (the "Original
Schedule 13D"), as amended by Amendment No. 1 thereto filed on June 20, 1997,
Amendment No. 2 thereto filed on August 28, 1997, and Amendment No. 3 thereto
filed on September 25, 1997 (as amended, the "Amended Schedule 13D"), is filed
by Robert E. Deziel to reflect the exercise of certain options granted to him
pursuant to the settlement among Mr. Deziel, L&L Foods and related parties of
the dispute surrounding the May 25 Agreement. Capitalized terms used herein
without definition which are defined in the Amended Schedule 13D shall have the
meanings set forth therein.
ITEM 4. PURPOSE OF TRANSACTION.
(a) Mr. Deziel purchased 100,000 shares of Shells common stock reported in
this Amendment No. 4 from L&L Foods on October 22, 1997, pursuant to the
exercise of an option granted to him under the terms of a Compromise and
Settlement Agreement dated September 19, 1997 (the "Compromise and Settlement
Agreement"), which was previously filed as Exhibit 99.3.1 to Amendment No. 3 to
the Original Schedule 13D.
Sub-items (b)-(j) are not applicable.
ITEM 5. INTEREST IN SECURITIES OF SHELLS.
The response of Mr. Deziel to Item 5(a) in the Amended Schedule 13D is
hereby supplemented and modified as follows:
Pursuant to the terms of the Compromise and Settlement Agreement, Mr.
Deziel purchased from L&L Foods on September 19, 1997 100,000 shares of Shells
common stock at a purchase price of $6.00 per share, for an aggregate purchase
price of $600,000. On October 22, 1997, Mr. Deziel exercised an additional
option granted by L&L Foods under the Compromise and Settlement Agreement to
purchase 100,000 shares of Shells common stock at a purchase price of $6.00 per
share, for an aggregate purchase price of $600,000. Under the Compromise and
Settlement Agreement, L&L Foods also granted Mr. Deziel an option to purchase an
additional 64,800 shares of Shells common stock at an exercise price of $12.00
per share. Mr. Deziel chose not to exercise such option, which expired on the
close of business on October 31, 1997. On or about October 8, 1997, Mr. Deziel
sold, in an open market transaction, 3,665 shares of Shells common stock at
$13.50 per share for aggregate proceeds of $49,477.50. On or about October 27,
1997, Mr. Deziel sold, in an open market transaction, 40,000 shares of Shells
common stock at $13.40 per share for aggregate proceeds of $536,000. Following
such transactions, Mr. Deziel is the beneficial owner of 184,000 shares, or
4.4%, of Shells' issued and outstanding common stock. Of these 184,000 shares
beneficially owned, Mr. Deziel has (i) sole power to vote and to direct the
vote, and sole power to dispose or direct the disposition, of all such shares,
and (ii) no shared power to vote and to direct the vote, and no shared power to
dispose or direct the disposition, of any shares.
(e) Mr. Deziel ceased to be the beneficial owner of more than five percent
of Shells common stock on or about October 27, 1997.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF SHELLS.
As described in Item 4, Mr. Deziel, L&L Foods and related parties entered
into a Compromise and Settlement Agreement on September 19, 1997. Pursuant to
the terms of the Compromise and Settlement Agreement, Mr. Deziel has purchased
from L&L Foods an aggregate of 200,000 shares of Shells common stock at a
purchase price of $6.00 per share. Mr. Deziel chose not to exercise an option to
purchase an additional 64,800 shares of Shells common stock at an exercise price
of $12.00 per share, which expired on the close of business on October 31, 1997.
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: November 7, 1997 /S/ ROBERT E. DEZIEL
--------------------
Robert E. Deziel
