0000897069-13-000052.txt : 20130207 0000897069-13-000052.hdr.sgml : 20130207 20130207103613 ACCESSION NUMBER: 0000897069-13-000052 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130207 DATE AS OF CHANGE: 20130207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARROLS RESTAURANT GROUP, INC. CENTRAL INDEX KEY: 0000809248 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 161287774 FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82334 FILM NUMBER: 13580570 BUSINESS ADDRESS: STREET 1: 968 JAMES STREET CITY: SYRACUSE STATE: NY ZIP: 13203 BUSINESS PHONE: 315-424-0513 MAIL ADDRESS: STREET 1: 968 JAMES STREET CITY: SYRACUSE STATE: NY ZIP: 13203 FORMER COMPANY: FORMER CONFORMED NAME: CARROLS HOLDINGS CORP DATE OF NAME CHANGE: 19870113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KEELEY ASSET MANAGEMENT CORP CENTRAL INDEX KEY: 0001056504 IRS NUMBER: 363160361 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: KELLEY ASSET MANAGEMENT CORP STREET 2: 111 W. JACKSON BLVD, SUITE 810 CITY: CHICAGO STATE: IL ZIP: 60604 BUSINESS PHONE: 3127865000 MAIL ADDRESS: STREET 1: KELLEY ASSET MANAGEMENT CORP STREET 2: 111 W. JACKSON BLVD, SUITE 810 CITY: CHICAGO STATE: IL ZIP: 60604 SC 13G/A 1 cg202.htm cg202.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Carrols Restaurant Group, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

14574X104
(CUSIP Number)

December 31, 2012
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
S                      Rule 13d-1(b)
 
¨                      Rule 13d-1(c)
 
¨                      Rule 13d-1(d)
 
*  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).
 

 
1
 
CUSIP No. 14574X104


1
NAME OF REPORTING PERSONS
 
Keeley Asset Management Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
Not Applicable
(a) ¨
(b) o
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Illinois
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
2,708,971
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
2,708,971
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,708,971 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
Not Applicable
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.4% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA

 
(1)
The percent ownership calculated is based upon an aggregate of 23,685,080 shares outstanding as of November 2, 2012.

 
2
 
CUSIP No. 14574X104


1
NAME OF REPORTING PERSONS
 
Keeley Small Cap Value Fund
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
Not Applicable
(a) ¨
(b) o
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Maryland
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,975,021 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
Not Applicable
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.3% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IV

 
(1)
The percent ownership calculated is based upon an aggregate of 23,685,080 shares outstanding as of November 2, 2012.

 
3
 
CUSIP No. 14574X104


1
NAME OF REPORTING PERSONS
 
John L. Keeley, Jr.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
Not Applicable
(a) ¨
(b) o
 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
Not Applicable
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN


 
4
 
CUSIP No. 14574X104

Item 1(a).                         Name of Issuer:

 
Carrols Restaurant Group, Inc.

Item 1(b).
Address of Issuer’s Principal Executive Offices:

 
968 James Street, Syracuse, NY  13203

Item 2(a).
Name of Person Filing:

 
The persons filing this Schedule 13G are:

 
(i)
Keeley Asset Management Corp.

 
(ii)
Keeley Small Cap Value Fund, a series of Keeley Funds, Inc.

 
(iii)
John L. Keeley, Jr.

Item 2(b).
Address of Principal Business Office or, if none, Residence:

 
(i)-(iii)
111 West Jackson, Suite 810, Chicago, Illinois  60604

Item 2(c).
Citizenship:

 
(i)
Keeley Asset Management Corp. is an Illinois corporation.

 
(ii)
Keeley Funds, Inc. is a Maryland corporation.

 
(iii)
John L. Keeley, Jr. is a citizen of the United States.

Item 2(d).
Title of Class of Securities:

 
Common Stock

Item 2(e).
CUSIP Number:

 
14574X104

Item 3.
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 
T
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 
T
An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).

 
5
 
CUSIP No. 14574X104

 
Item 4.
Ownership:

 
Keeley Asset Management Corp.

 
(a)
Amount Beneficially Owned:  2,708,971 (2)

 
(b)
Percent of Class:  11.4%

 
(c)
Number of shares as to which such person has:

 
(i)
sole power to vote or to direct the vote:  2,708,971

 
(ii)
shared power to vote or to direct the vote:  0

 
(iii)
sole power to dispose or to direct the disposition of:  2,708,971

 
(iv)
shared power to dispose or to direct the disposition of:  0

 
Keeley Small Cap Value Fund

 
(a)
Amount Beneficially Owned:  1,975,021 (2)

 
(b)
Percent of Class:  8.3%

 
(c)
Number of shares as to which such person has:

 
(i)
sole power to vote or to direct the vote:  0

 
(ii)
shared power to vote or to direct the vote:  0

 
(iii)
sole power to dispose or to direct the disposition of:  0

 
(iv)
shared power to dispose or to direct the disposition of:  0

 
____________________

 
(2)
Keeley Asset Management Corp. and Keeley Small Cap Value Fund share beneficial ownership over the same 1,975,021 shares.


 
6
 
CUSIP No. 14574X104


 
John L. Keeley, Jr.

 
(a)
Amount Beneficially Owned:  0

 
(b)
Percent of Class:  0%

 
(c)
Number of shares as to which such person has:

 
(i)
sole power to vote or to direct the vote:  0

 
(ii)
shared power to vote or to direct the vote:  0

 
(iii)
sole power to dispose or to direct the disposition of:  0

 
(iv)
shared power to dispose or to direct the disposition of:  0

Item 5.
Ownership of Five Percent or Less of a Class:

 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.

 
N/A

Item 6.
Ownership of More than Five Percent on Behalf of Another Person:

 
N/A

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

 
N/A

Item 8.
Identification and Classification of Members of the Group:

 
N/A

Item 9.
Notice of Dissolution of Group:

 
N/A

 
7
 
CUSIP No. 14574X104

Item 10.                         Certification:

 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
Exhibits.

 
1.
Agreement to file Schedule 13G jointly (previously filed as Exhibit 1 to the reporting parties’ Schedule 13G filed November 2, 2012).

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.
 
Date:  February 7, 2013
KEELEY ASSET MANAGEMENT CORP.



By:         /s/ John L. Keeley, Jr.                                                            
John L. Keeley, Jr., President


KEELEY FUNDS, INC.


By:         /s/ John L. Keeley, Jr.                                                            
John L. Keeley, Jr., President



/s/ John L. Keeley, Jr.                                                                    
John L. Keeley, Jr.
 
 
 
8