-----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, UlBlFonjOWCkr1lDxAji8kO2tuMr05LXFSOMd3XpXzwlTAi8vk076BKMKVVjlmDB iDB7/Dw51faPpPrSgYgWtA== 0001017062-97-001070.txt : 19970523 0001017062-97-001070.hdr.sgml : 19970523 ACCESSION NUMBER: 0001017062-97-001070 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970522 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FAMILY STEAK HOUSES OF FLORIDA INC CENTRAL INDEX KEY: 0000784539 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 592597349 STATE OF INCORPORATION: FL FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38304 FILM NUMBER: 97612991 BUSINESS ADDRESS: STREET 1: 2113 FLORIDA BLVD STREET 2: STE A CITY: NEPTUNE BEACH STATE: FL ZIP: 32266 BUSINESS PHONE: 9042494197 MAIL ADDRESS: STREET 1: 2113 FLORIDA BLVD STE A STREET 2: 2113 FLORIDA BLVD STE A CITY: NEPTUNE BEACH STATE: FL ZIP: 32266 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BISCO INDUSTRIES INC CENTRAL INDEX KEY: 0001029296 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: IL FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 704 W SOUTHERN AVENUE CITY: ORANGE STATE: CA ZIP: 92865 BUSINESS PHONE: 7142837140 MAIL ADDRESS: STREET 1: 704 W SOUTHERN AVENUE CITY: ORANGE STATE: CA ZIP: 92865 SC 13D/A 1 SCHEDULE 13D/A AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ SCHEDULE 13D (AMENDMENT NO. 3) Under the Securities Exchange Act of 1934 Family Steak Houses of Florida, Inc.. ------------------------------------ (Name of Issuer) Common Stock, Par Value $.01 Per Share ------------------------------------ (Title of Class of Securities) CUSIP Number: 307059105 Glen F. Ceiley Bisco Industries, Inc. 704 W. Southern Ave. Orange, CA 92865 (714) 283-7140 ------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 19, 1997 ------------------------------------ (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 subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: ( ) Page 1 of 11 Pages SCHEDULE 13D CUSIP No. 307059105 1. Name of Reporting Person Mr. Glen F. Ceiley 2. Check the Appropriate Box if a Member of a group (a) (X) (b) ( ) 3. SEC Use Only 4. Source of Funds PF 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ( ) 6. Citizenship or Place of Organization U.S.A. Number of 7. Sole Voting Power Shares Beneficially 95,600 shares of Common Stock Owned By Each 8. Shared Voting Power Reporting Person 644,490 shares of Common Stock (See Item 5) With 9. Sole Dispositive Power 95,600 shares of Common Stock 10. Shared Dispositive Power 644,490 shares of Common Stock (See Item 5) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,070,890 shares of Common Stock (See Item 5) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ( ) 13. Percent of Class Represented by Amount in Row (11) 9.7% 14. Type of Reporting Person IN Page 2 of 11 Pages SCHEDULE 13D CUSIP No. 307059105 1. Name of Reporting Person Bisco Industries, Inc. 2. Check the Appropriate Box if a Member of a Group (a) (X) (b) ( ) 3. SEC Use Only 4. Source of Funds WC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ( ) 6. Citizenship or Place of Organization Illinois Number of 7. Sole Voting Power Shares Beneficially 457,100 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 457,100 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 457,100 shares of Common Stock (See Item 5) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ( ) 13. Percent of Class Represented by Amount in Row (11) 4.1% 14. Type of Reporting Person CO Page 3 of 11 Pages SCHEDULE 13D CUSIP No. 307059105 1. Name of Reporting Person Bisco Industries, Inc. Profit Sharing and Savings Plan 2. Check the Appropriate Box if a Member of a Group (a) (X) (b) ( ) 3. SEC Use Only 4. Source of Funds 00 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ( ) 6. Citizenship or Place of Organization U.S.A. Number of 7. Sole Voting Power Shares Beneficially 518,190 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 518,190 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 518,190 shares of Common Stock (See Item 5). 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ( ) 13. Percent of Class Represented by Amount in Row (11) 4.7% 14. Type of Reporting Person EP Page 4 of 11 Pages Item 1. Security and Issuer ------------------- This Amendment No. 3 to Schedule 13D constitutes an amendment to the Schedule 13D filed with the Securities and Exchange Commission on December 26, 1996 by Glen F. Ceiley ("Ceiley"), Bisco Industries, Inc. ("Bisco") and the Bisco Industries, Inc. Profit Sharing Plan (the "Plan") (collectively, the "Reporting Persons"), with respect to shares of common stock, $.01 par value per share (the "Shares"), of Family Steak Houses of Florida, Inc., a Florida corporation (the "Issuer") (the Schedule 13D, as previously amended, is referred to herein as the "Schedule"). Except as set forth herein, there has been no material change in the information set forth in the Schedule. Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- Item 3 of the Schedule is amended as follows: Mr. Ceiley purchased directly 95,600 Shares for a total consideration of $66,162.67 from his personal funds. Bisco purchased 457,100 shares for a total consideration of $372,915.69. Bisco paid for such Shares from its working capital, including funds made available in the ordinary course of business under its working capital credit facility. The Plan purchased 518,190 shares for a total consideration of $294,608.89 using funds held in the Plan for investment purposes. Page 5 of 11 Pages Item 4. Purpose of Transaction ---------------------- Item 4 of the Schedule is amended as follows: Reference is made to the Schedule 14D-1 filed by Bisco on March 6, 1997, as amended, for a description of Bisco's offer to purchase up to 2,600,000 shares and related matters. Reference is also made to the Schedule 14A filed by Bisco on April 30, 1997 and the Consent Solicitation Statement filed as a part thereof for a description of Bisco's solicitation of consents from holders of Shares and certain other matters except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Page 6 of 11 Pages Item 5. Interest in Securities of the Issuer ------------------------------------ Item 5 of the Schedule is amended as follows: (a) As of the close of business on May 19, 1997, the Reporting Persons owned in the aggregate, 1,070,890 Shares, which represent approximately 9.7% of the 11,030,000 Shares outstanding as of May 7, 1997 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended April 2, 1997. In accordance with Rule 13d-5(b)(1) of the General Rules and regulations under the Securities Exchange Act of 1934, as amended, each of Mr. Ceiley, individually and as Trustee of the Plan, the Plan and Bisco may be deemed to have acted as a group and such group may be deemed to have acquired beneficial ownership of Shares beneficially owned by any of such persons. As of the close of business on May 19, 1997, Mr. Ceiley beneficially owned an aggregate of 1,070,890 Shares, of which 95,600 Shares were owned by Mr. Ceiley individually, 457,100 Shares were owned by Bisco, of which Mr. Ceiley is the sole stockholder and President, and 518,190 Shares were held by Mr. Ceiley as sole Trustee of the Plan. (b) Mr. Ceiley has the sole power to vote and dispose of the Shares which he owns individually and the power to vote and to dispose of the Shares owned by the Plan and Bisco. (c) Since January 16, 1997, the last day on which a transaction in the Shares by the Reporting Persons was reported on the Schedule 13D, The reporting persons purchased and sold Shares in the manner, in the amounts, on the dates and at the prices set forth on Schedule 1 attached hereto and incorporated herein by reference. (d) Not applicable (e) Not applicable Page 7 of 11 Pages SIGNATURE --------- After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 19, 1997 Glen F. Ceiley -------------------------- Name: Glen F. Ceiley Page 8 of 11 pages SIGNATURE --------- After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 19, 1997 Bisco Industries, Inc. Glen F. Ceiley --------------------------------- Name: Glen F. Ceiley Title: President Page 9 of 11 pages SIGNATURE --------- After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 19, 1997 Bisco Industries, Inc. Profit Sharing And Savings Plan Glen F. Ceiley _______________________________ Name: Glen F. Ceiley Title: Trustee Page 10 of 11 Pages SCHEDULE 1 The Reporting Persons have engaged in the following transactions in Shares since January 16, 1997, the last day on which a transaction in the Shares by the Reporting Persons was reported on the Schedule 13D. With the exception of the purchase on May 19, 1997, which was a privately negotiated purchase, all transactions involved purchases of Shares on the NASDAQ.
Transaction Number of Price Date Shares Per Share* Purchaser - ----------- ----------- ----------- ----------- 03-19-97 10,000 $ .875 Plan 03-20-97 (2,500) .875 Mr. Ceiley 03-21-97 (7,500) .875 Mr. Ceiley 04-07-97 5,000 .75 Mr. Ceiley 04-09-97 25,000 .78125 Plan 04-09-97 300 .75 Mr. Ceiley 05-19-97 330,800 .90 Bisco
* Excluding commissions Page 11 of 11 pages -----END PRIVACY-ENHANCED MESSAGE-----