SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
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)
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 27, 1998
December 29, 1998
(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
Not Applicable
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) 916,226
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) -0-
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 916,226
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 916,226
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 20.6%
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
Not Applicable
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) 916,226
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
(a) -0-
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH
(a) 916,226
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH
(a) -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 916,226
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 20.6%
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 "Asset Trust") and Susan R. Chapman, Trustee
(together with the Trust, the "Reporting Persons") to reflect (a) the transfer
by the Reporting Persons to Frederick R. Adler of warrants to purchase an
aggregate of 350,000 shares of Common Stock, par value $.01 per share (the
"Common Stock"), of Shells Seafood Restaurants, Inc. at exercise prices ranging
from $3.15 to $3.50 per share (the "Warrants"), on December 27, 1998; and (b)
the transfer by Frederick R. Adler to the Asset Trust of 156,500 shares of
Common Stock (the "Shares"), on December 29, 1998. Mr. Adler is the settlor and
beneficiary of the Asset Trust.
Item 1. SECURITY AND ISSUER
No change
Item 2. IDENTITY AND BACKGROUND
No change
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable
Item 4. PURPOSE OF TRANSACTION
On December 27, 1998, the Asset Trust transferred the Warrants to
Frederick R. Adler. No consideration was paid with respect to such transfer.
Mr. Adler, a director of the Company, and the settlor and beneficiary of the
Asset Trust, transferred the Shares to the Asset Trust on December 29, 1998.
No consideration was paid with respect to such transfer. 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 916,226
shares of Common Stock representing approximately 20.6% 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:
(i) On December 27, 1998, the Reporting Persons transferred the
Warrants to Frederick R. Adler. No consideration was paid with respect to
such transfer.
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(ii) On December 29, 1998, Frederick R. Adler transferred 156,500
shares of Common Stock to the Reporting Persons. 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.
Susan R. Chapman is Trustee of the Asset Trust and has voting power and
investment power over the shares of Common Stock.
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 8, 1999
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