SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
SHELLS SEAFOOD RESTAURANTS, INC.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
822809 10 9
(CUSIP Number)
Frederick R. Adler
Intangible Asset Management Trust
c/o Susan R. Chapman, Trustee
175 East 64th Street
New York, New York 10021
(212) 517-3831
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 29, 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 ____.
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SCHEDULE 13D
CUSIP No. 822809 10 9
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
(a) Frederick R. Adler Intangible Asset Management Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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
(a) USA
NUMBER 7. SOLE VOTING POWER
OF (a) 1,109,726
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) -0-
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 1,109,726
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
(a) 1,109,726
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 24.3%
14. TYPE OF REPORTING PERSON
(a) 00
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SCHEDULE 13D
CUSIP No. 822809 10 9
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
(a) Susan R. Chapman, Trustee
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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
(a) USA
NUMBER 7. SOLE VOTING POWER
OF
(a) 1,109,726
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
(a) -0-
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH
(a) 1,109,726
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH
(a) -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
(a) 1,109,726
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 24.3%
14. TYPE OF REPORTING PERSON
(a) IN
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This report on Schedule 13D is being filed by the Frederick R. Adler
Intangible Asset Management Trust (the "Trust") and Susan R. Chapman, Trustee
(together with the Trust, the "Reporting Persons") to reflect the transfer by
Frederick R. Adler, a director of the Company, to the Trust of (i) 759,726
shares of common stock, par value $.01 per share (the "Common Stock"), of
Shells Seafood Restaurants, Inc.; (ii) 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; (iii) warrants to purchase 100,000 shares of
Common Stock at an exercise price of $3.50 per share at any time up to and
including September 19, 2000; and (iv) 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.
Item 1. SECURITY AND ISSUER
This Schedule 13D ("Schedule 13D") relates to the Common Stock, $.01 par
value per share, of Shells Seafood Restaurants, Inc. (the "Company"), a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 16313 N. Dale Mabry Highway, Suite 100, Tampa, Florida
33618.
Item 2. IDENTITY AND BACKGROUND
This Statement is filed by The Frederick R. Adler Intangible Asset
Management Trust and Susan R. Chapman, Trustee, both having their principal
address at c/o Susan R. Chapman, Trustee, 175 East 64th Street, New York, New
York 10021.
Neither of the Reporting Persons has, during the past five years, (i)
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of
such proceeding, has been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws. The Trust is governed by the laws of the State of
Florida, even though Florida is not the situs of the Trust. Susan R. Chapman
is a citizen of the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All the shares of Common Stock and the warrants to purchase 350,000
shares of Common Stock beneficially owned by the Reporting Persons
(collectively, the "Shares") were acquired by the Trust solely as a result of
a gift transfer by Frederick R. Adler to the Trust.
Item 4. PURPOSE OF TRANSACTION
All the Shares beneficially owned by the Reporting Persons were acquired
by the Trust solely as a result of a gift transfer by Frederick R. Adler to
the Trust. Mr. Adler, a director of the Company, transferred the shares to
the Trust on December 29, 1997. Susan R. Chapman is Trustee of the Trust.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons beneficially own an aggregate of 759,726
shares of Common Stock and warrants to purchase 350,000 shares of Common
Stock, representing approximately 24.3% of the outstanding shares of Common
Stock.
(b) For information with respect to the power to vote or direct the
vote and the power to dispose or to direct the disposition of the Common
Stock beneficially owned by the Reporting Persons, see Rows 7-10 of the cover
page.
(c) No transactions in the Common Stock were effected by the Reporting
Persons during the past 60 days except:
On December 29, 1997, Frederick R. Adler transferred 759,726 shares
of Common Stock and warrants to purchase 350,000 shares of Common Stock to
the Trust. No consideration was paid with respect to such transfer.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
All the Shares beneficially owned by the Reporting Persons were acquired
by the Trust solely as a result of a gift transfer by Frederick R. Adler to
the Trust. Susan R. Chapman is Trustee of the Trust and has voting power and
investment power over the Shares.
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.
Frederick R. Adler
Intangible Asset Management Trust
By: /s/ Susan R. Chapman
Susan R. Chapman, Individually and as Trustee
of the Frederick R. Adler Intangible Asset
Management Trust
Date: January 9, 1998
