Edgar Filing: Vituli Alan

Dated: February 10, 2009

/s/ Alan Vituli

Alan Vituli

Schedule 13G Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information To Be Included in Statements Filed Pursuant To Rules 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant To Rule 13d-2

(Amendment No. 2)*

CARROLS RESTAURANT GROUP, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

14574X 10 4

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x 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).

CUSIP No. 14574X 10 4

Page 2 of 6 Pages


1		NAMES OF REPORTING PERSONS: Alan Vituli
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ¨ (b) ¨
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: 1,718,593*
		6 SHARED VOTING POWER: 0
		7 SOLE DISPOSITIVE POWER: 1,718,593*
		8 SHARED DISPOSITIVE POWER: 0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,718,593*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 7.92%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

Includes (i) 1,373,772 shares held by the Vituli Family Trust, the Trustee of which is the Reporting Person’s wife, (ii) 221,321 shares held by CJN Enterprises of which the Reporting Person is a general partner and (iii) 123,500 stock options held by the Vituli Family Trust exercisable within 60 days of December 31, 2008. All shares reported herein are deemed to be beneficially owned by the Reporting Person.


CUSIP No. 14574X 10 4		Page 3 of 6 Pages


Item 1	(a).	Name of Issuer:

		Carrols Restaurant Group, Inc.

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

		968 James Street Syracuse, New York 13203

Item 2	(a).	Name of Person Filing:

		Alan Vituli

	(b).	Address of Principal Business Office:

		c/o Carrols Restaurant Group, Inc. 968 James Street Syracuse, New York 13203

	(c).	Citizenship:

		United States citizen

	(d).	Title of Class of Securities:

		Common Stock, par value $0.01 per share

	(e).	CUSIP Number:

		14574X 10 4

Item 3.	If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

	(a)	¨	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

	(b)	¨	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

	(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

	(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

	(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);


CUSIP No. 14574X 10 4		Page 4 of 6 Pages


(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (12 U.S.C. 80a-3);

(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(K).



Item 4.	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:

		1,718,593*

	(b)	Percent of class:

		7.92%*

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

		(i)	Sole power to vote or to direct the vote:

			1,718,593*

		(ii)	Shared power to vote or to direct the vote:

			0

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

			1,718,593*

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

			0


CUSIP No. 14574X 10 4		Page 5 of 6 Pages


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 ¨.

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

		If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

		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.

		If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

		N/A

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

		If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.

		N/A

Item 9.		Notice of Dissolution of Group.

		Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

		N/A

Item 10.		Certifications.

		By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above 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.


CUSIP No. 14574X 10 4		Page 6 of 6 Pages

SIGNATURES

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.