SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
CARROLS CORP

(Last) (First) (Middle)
968 JAMES STREET

(Street)
SYRACUSE NY 13203

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/25/2012
3. Issuer Name and Ticker or Trading Symbol
Fiesta Restaurant Group, Inc. [ FRGI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share 23,161,822(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
CARROLS CORP

(Last) (First) (Middle)
968 JAMES STREET

(Street)
SYRACUSE NY 13203

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CARROLS RESTAURANT GROUP, INC.

(Last) (First) (Middle)
968 JAMES STREET

(Street)
SYRACUSE NY 13203

(City) (State) (Zip)
Explanation of Responses:
1. This Form 3 is being filed by Carrols Restaurant Group, Inc. and Carrols Corporation, a wholly-owned subsidiary of Carrols Restaurant Group, Inc., in connection with the Securities and Exchange Commission's declaration of effectiveness of the Registration Statement on Form 10 of Fiesta Restaurant Group, Inc. which describes the proposed spin-off of Fiesta Restaurant Group, Inc. by Carrols Restaurant Group, Inc. on May 7, 2012 in the form of a pro rata stock dividend to the holders of Carrols Restaurant Group, Inc. of record on April 26, 2012.
/s/ Joseph A. Zirkman, Vice President, General Counsel and Secretary 04/25/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                                                                    Exhibit 99.1

Joint Filer Information

Name:             Carrols Restaurant Group, Inc.

Address:          968 James Street
                  Syracuse, New York 13203

Designated Filer:  Carrols Corporation

Issuer & Ticker Symbol:  Fiesta Restaurant Group, Inc. (FRGI)

Date of Event Requiring Statement:  04/25/2012

The undersigned Carrols Restaurant Group, Inc. is jointly filing the attached
Initial Statement of Beneficial Ownership of Securities on Form 3 with Carrols
Corporation with respect to the beneficial ownership of Fiesta Restaurant Group,
Inc.

Signature:        Carrols Restaurant Group, Inc.

                  By:  /s/ Joseph A. Zirkman
                    -------------------------------
                  Name:  Joseph A. Zirkman
                  Title:  Vice President, General Counsel and Secretary