-----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, HAs1BF/7jPJr+B2z6tkD4MppXukFhcm8s1/Bt5n0yllKpssFqcSNyv6yQPwPKZ73 G1nkQMpZq4zh8jbpKDVP3w== 0001017062-97-001365.txt : 19970725 0001017062-97-001365.hdr.sgml : 19970725 ACCESSION NUMBER: 0001017062-97-001365 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970724 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: 97644809 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. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ SCHEDULE 13D (AMENDMENT NO. 4) 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) July 23, 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 90,970 shares of Common Stock Owned By Each 8. Shared Voting Power Reporting Person 975,290 shares of Common Stock (See Item 5) With 9. Sole Dispositive Power 90,970 shares of Common Stock 10. Shared Dispositive Power 975,290 shares of Common Stock (See Item 5) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,066,260 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. 4 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 90,970 Shares for a total consideration of $62,432.98 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. On July 23, 1997, the Reporting Persons delivered to the Company a written demand for the Company to call and convene a special meeting of shareholders for the following purposes: (i) to amend the Company's bylaws to require the Company to redeem the "poison pill" recently adopted by the Company's Board of Directors and require prior shareholder approval for adoption of any "poison pill" or similar anti-takeover measure in the future; (ii) to amend the Company's bylaws to provide that Section 607.0902 of the Florida Business Corporation Act shall not apply to control share acquisitions of shares of the Company; (iii) to remove three of the present members of the Board of Directors (Joseph M. Glickstein, Jr., Richard M. Gray and Robert J. Martin) and any person elected or designated by the Board to fill any vacancy or any directorships created on or after the date of the Company's 1997 Annual Meeting of Shareholders; and (iv) to elect as directors of the Company three nominees of Bisco Industries, Inc., to serve as directors until the Company's next annual meeting of shareholders and until their successors are elected and qualified. Subject to the Company's call of such special meeting, the Reporting Persons intend to solicit proxies for the approval of each of the proposals set forth in the demand letter. A copy of the Company's letter to the Company is attached hereto as Exhibit 1 attached hereto and incorporated herein by reference. 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 July 23, 1997, the Reporting Persons owned in the aggregate, 1,066,260 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 July 23, 1997, Mr. Ceiley beneficially owned an aggregate of 1,066,260 Shares, of which 90,970 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 May 19, 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 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of the Issuer. --------------------------- Not Applicable Item 7. Material to be Filed as Exhibits -------------------------------- Exhibit 1. Demand letter by Bisco Industries dated as of July 23, 1997. 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: July 23, 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: July 23, 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: July 23, 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 May 19, 1997, the last day on which a transaction in the Shares by the Reporting Persons was reported on the Schedule 13D.
Transaction Number of Price Date Shares Per Share* Purchaser - ----------- ----------- ----------- ----------- 05-21-97 (1,200) $ .875 Mr. Ceiley 06-10-97 (930) .78125 Mr. Ceiley 06-12-97 (2,000) .78125 Mr. Ceiley 07-01-97 (500) .78125 Mr. Ceiley
* Excluding commissions Page 11 of 11 pages EX-1 2 DEMAND LETTER FROM BISCO INDUSTRIES EXHIBIT 1 [LOGO OF BISCO INDUSTRIES, INC.] DEMAND LETTER JULY 23, 1997 Family Steak Houses of Florida, Inc. 2113 Florida Blvd. Neptune Beach, FL 32266 Attention: Secretary Gentlemen: As of the date hereof, the undersigned are the holder of 1,066,260 shares of Common Stock, $0.01 par value ("Common Stock"), of Family Steak Houses of Florida, Inc., a Florida corporation (the "Company"), which shares represent approximately 9.7% of the 11,030,000 shares of Common Stock outstanding as of May 7, 1997, as reported in the Company's Quarterly Report on Form 10-Q for the Quarter Ended April 2, 1997. Pursuant to Section 607.0702 of the Florida Business Corporation Act, the undersigned hereby demand that the Company call and convene a special meeting of shareholders for the following purposes: 1. To adopt the resolutions set forth on Annex A attached to this letter. 2. To amend the Company's bylaws to add the following bylaw provision: "CONTROL SHARE ACT. The provisions of Section 607.0902 of ----------------- the Florida Business Corporation Act shall not apply to control share acquisitions of shares of this corporation." 3. To remove three of the present members of the Board of Directors (Joseph M. Glickstein, Jr., Richard M. Gray and Robert J. Martin) and any person elected or designated by the Board to fill any vacancy or any directorships created on or after the date of the Company's 1997 Annual Meeting of Shareholders. 4. To elect as directors of the Company three nominees of Bisco Industries, Inc., to serve as directors until the Company's next annual meeting of shareholders and until their successors are elected and qualified. The name of each director nominee, and all other information required to be furnished to the Company with respect to such nominee or with respect to Bisco Industries, Inc. pursuant to the Company's Amended and Restated Bylaws or applicable law, will be delivered to the Company by Bisco Industries, Inc. by notice in accordance with the provisions of Article III, Section 3.13 of the Company's Amended and Restated Bylaws. July 23, 1997 Page 2 A copy of a similar letter from Jesse L. Judelle, M.D. is enclosed demanding that the Company call and convene a special meeting of shareholders for the purposes set forth above. That letter and this letter, taken together, constitute written demands of the holders of not less than 10% of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. Accordingly, the undersigned request that the Company comply with its obligations under Section 607.0702 of the Florida Business Corporation Act and Article II, Section 2.3 of Company's Amended and Restated Bylaws by calling and convening a special meeting of shareholders for the purposes herein described. The undersigned further request that such special meeting be held on or about September 15, 1997. Sincerely, BISCO INDUSTRIES, INC. By: /s/ GLEN F. CEILEY ------------------------------------ Glen F. Ceiley, President BISCO INDUSTRIES, INC. PROFIT SHARING AND SAVINGS PLAN By: /s/ GLEN F. CEILEY ------------------------------------ Glen F. Ceiley, Trustee /s/ GLEN F. CEILEY ------------------------------------ Glen F. Ceiley GFC:js cc: Lewis E. Christman Kenneth C. Hoffman, Esq. G. Alan Howard, Esq. Annex A Resolutions to be Adopted at the Special Meeting The resolutions referred to in paragraph 1 of the letter to which this Annex A is attached are as follows: WHEREAS, the shareholders believe that the Shareholder Rights Plan unilaterally adopted by the Board of Directors is not in the best interests of the Company and, accordingly, want the Board of Directors to immediately redeem the rights issued pursuant to such plan and to restrict the Company from adopting or maintaining in the future a "poison pill," shareholder rights plan, rights agreement or any other plan, agreement, bylaw or other provision that is designed to or has the effect of making acquisition of the Company's shares more difficult or expensive unless such plan, agreement, bylaw or provision has first been approved by the holders of a majority of the outstanding common stock; now, therefore, be it RESOLVED, that the shareholders want the Board of Directors to redeem the recently adopted "poison pill" and also want to prevent the Board of Directors from adopting new "poison pills" in the future, and, in furtherance of the foregoing, hereby amend the Company's bylaws to add the following provision: "POISON PILLS: This corporation shall not adopt or maintain a "poison ------------- pill," shareholder rights plan, rights agreement or any other plan, agreement, bylaw or other provision that is designed to or has the effect of making acquisition of large holdings of the corporation's common stock more difficult or expensive (including, without limitation the "poison pill" evidenced by the March 18, 1997 Rights Agreement (the "Rights Agreement") between the corporation and ChaseMellon Shareholder Services, Inc.), unless such plan, agreement, bylaw or other provision is first approved by the holders of a majority of the corporation's outstanding common stock. The corporation shall redeem any such rights (including, without limitation, rights issued under the Rights Agreement) in effect as of the date of adoption of this bylaw. This section shall be effective immediately and automatically as of the date it is approved by the shareholders." -----END PRIVACY-ENHANCED MESSAGE-----