-----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, NxZAHo4ii4vDS/i2UidPoMOvdj7wWmxxJ93tc2EbcNi3dcTqeD4MCNQHoxY8urrB qysWJ7t7U28wOF5SiS5R7Q== 0000908645-99-000010.txt : 19990111 0000908645-99-000010.hdr.sgml : 19990111 ACCESSION NUMBER: 0000908645-99-000010 CONFORMED SUBMISSION TYPE: SC 13D/A 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/A SEC ACT: SEC FILE NUMBER: 005-46593 FILM NUMBER: 99503333 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 FREDERICK K INTANGIBLE ASSET TRUST DATED 12/17/97 CENTRAL INDEX KEY: 0001052770 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SUSAN CHAPMAN STREET 2: 175 EAST 64TH ST CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2125173831 MAIL ADDRESS: STREET 1: C/O SUSAN CHAPMAN STREET 2: 175 E 64TH ST CITY: NEW YORK STATE: NY ZIP: 10021 SC 13D/A 1 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 ____. 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 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 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. (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 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 -----END PRIVACY-ENHANCED MESSAGE-----