SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____1_____)*
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
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only)
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 318,059 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
318,059 shares
8 SHARED DISPOSITIVE POWER
0 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,059 shares
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4%
12 TYPE OF REPORTING PERSON
PN
<PAGE>
Item 1(a) NAME OF ISSUER:
Shells Seafood Restaurants, Inc. (the "Company")
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
16313 North 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
244,726 shares of Common Stock owned directly by the Reporting
Person and warrants to purchase 73,333 shares of Common Stock
at an exercise price of $3.50 per share which are presently
exercisable until September 19, 2000.
(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 244,726 shares of Common Stock owned
directly by the Reporting Person and warrants to
purchase 73,333 shares of Common Stock at an
exercise price of $3.50 per share which are
presently exercisable until September 19, 2000.
(ii) shared power to vote or to direct the vote:
See Row 6 of the cover page
(iii)sole power to dispose or to direct the disposition
of:
See Row 7 of the cover page attached hereto which
includes 244,726 shares of Common Stock owned
directly by the Reporting Person and warrants to
purchase 73,333 shares of Common Stock at an
exercise price of $3.50 per share which are
presently exercisable until September 19, 2000.
(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
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:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
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.
February 13, 1998
LONGVIEW PARTNERS, L.P.
By: /s/ SUSAN R. CHAPMAN
Susan R. Chapman
General Partner
