-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AXWw5l5cHRPW+ddAbXFAiDmDRFY2iZNZbgvXgbAHqg4fGQ9GVSTcpgG8KBNWkpdx gQitTYpviUfzUvjQqS1VOg== 0000908645-99-000008.txt : 19990111 0000908645-99-000008.hdr.sgml : 19990111 ACCESSION NUMBER: 0000908645-99-000008 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHELLS SEAFOOD RESTAURANTS INC CENTRAL INDEX KEY: 0000935066 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 650427966 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-46593 FILM NUMBER: 99503328 BUSINESS ADDRESS: STREET 1: 16313 N DALE MABRY HWY STREET 2: STE 100 CITY: TAMPA STATE: FL ZIP: 33618 BUSINESS PHONE: 8139610944 MAIL ADDRESS: STREET 1: 16313 NORTH DALE MABRY STREET 2: SUITE 100 CITY: TAMPA STATE: FL ZIP: 33618 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADLER CHILDREN TRUST CENTRAL INDEX KEY: 0001076475 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1520 SOUTH OCEAN BLVD CITY: PALM BEACH STATE: FL ZIP: 33480 BUSINESS PHONE: 5616551520 MAIL ADDRESS: STREET 1: 1520 SOUTH OCEAN BLVD CITY: PALM BEACH STATE: FL ZIP: 33480 SC 13D 1 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) Adler Children Trust c/o Catherine Adler 1520 South Ocean Boulevard Palm Beach, Florida 33480 (561)659-2001 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 28, 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 ____. SCHEDULE 13D CUSIP No. 822809 10 9 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) (a) Adler Children 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) 350,000 SHARES 8. SHARED VOTING POWER BENEFICIALLY (a) -0- OWNED BY 9. SOLE DISPOSITIVE POWER EACH (a) 350,000 REPORTING 10. SHARED DISPOSITIVE POWER PERSON WITH (a) -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (a) 350,000 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (a) 7.3% 14. TYPE OF REPORTING PERSON (a) 00 SCHEDULE 13D CUSIP No. 822809 10 9 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) (a) Catherine Adler, 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) 350,000 SHARES 8. SHARED VOTING POWER BENEFICIALLY (a) -0- OWNED BY 9. SOLE DISPOSITIVE POWER EACH (a) 350,000 REPORTING 10. SHARED DISPOSITIVE POWER PERSON WITH (a) -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (a) 350,000 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (a) 7.3% 14. TYPE OF REPORTING PERSON (a) IN This report on Schedule 13D is being filed by the Adler Children Trust (the "Children Trust") and Catherine Adler, Trustee (together with the Children Trust, the "Reporting Persons"), to reflect the transfer by Frederick R. Adler, a director of the Company, to the Children Trust 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"). Mr. Adler is the settlor of the Children Trust whose beneficiaries are his children. Catherine Adler, the wife of Frederick R. Adler, is the Trustee of the Children Trust. 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., 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 Adler Children Trust and Catherine Adler, Trustee, both having their principal address at c/o Catherine Adler, 1520 South Ocean Boulevard, Palm Beach, Florida 33480. 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 Children Trust is governed by the laws of the State of Florida, even though Florida is not the situs of the Children Trust. Catherine Adler is a citizen of the United States of America. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. All the Warrants beneficially owned by the Reporting Persons were acquired by the Reporting Persons solely as a result of a gift transfer by Frederick R. Adler to the Reporting Persons. Item 4. PURPOSE OF TRANSACTION All the Shares beneficially owned by the Reporting Persons were acquired by the Reporting Persons solely as a result of a gift transfer by Frederick R. Adler to the Reporting Persons. Mr. Adler, a director of the Company, transferred the shares to the Children Trust on December 28, 1998. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Reporting Persons beneficially own warrants to purchase an aggregate of 350,000 shares of Common Stock, representing approximately 7.3% 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: (i) On December 28, 1998, Frederick R. Adler transferred the Warrants to the Children 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. Catherine Adler is Trustee of the Children Trust and has voting power and investment power over the Warrants. Item 7. MATERIAL TO BE FILED AS EXHIBITS. None 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. Adler Children Trust By: /s/ Catherine Adler Catherine Adler, Individually and as Trustee of the Adler Children Trust Date: January 8, 1999 -----END PRIVACY-ENHANCED MESSAGE-----