-----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, DmDtDd7SrEPqPCFdQZ2hYEgoJImh/W6eRaDR0peb3WConbyRsd62Ok9YYXm3i8rJ l4k/2vsBH5rGv5cFRW+5dA== 0001017062-98-000204.txt : 19980210 0001017062-98-000204.hdr.sgml : 19980210 ACCESSION NUMBER: 0001017062-98-000204 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980209 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: SEC FILE NUMBER: 005-38304 FILM NUMBER: 98525258 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 AMENDMENT #8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ SCHEDULE 13D (AMENDMENT NO. 8) 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) January 30, 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 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 112,470 shares of Common Stock Owned By Each 8. Shared Voting Power Reporting Person 1,515,945 shares of Common Stock (See Item 5) With 9. Sole Dispositive Power 112,470 shares of Common Stock 10. Shared Dispositive Power 1,515,945 shares of Common Stock (See Item 5) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,628,415 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) 14.7% 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 991,955 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 991,955 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 991,955 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) 9.0% 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 523,990 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 523,990 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 523,990 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. 8 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 112,470 Shares for a total consideration of $75,042.36 from his personal funds. Bisco purchased 991,955 shares for a total consideration of $718,208.61. 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 523,990 shares for a total consideration of $297,902.64 using funds held in the Plan for investment purposes. Page 5 of 11 Pages Item 4. Purpose of Transaction ---------------------- The Reporting Persons have continued to acquire Shares to increase their equity position in the Issuer. The Reporting Persons presently consider the Shares an attractive investment and intend to review their investment on an ongoing basis. Such continuing review may result in the Reporting Persons acquiring additional Shares in the open market or in privately negotiated transactions, maintaining their holdings at current levels or selling all or a portion of their holdings in the open market or in privately negotiated transactions. Any such actions the Reporting Persons undertake will be dependent upon, among other things, the availability of Shares for purchase and the price levels of such Shares; general market and economic conditions; on-going evaluation of the Issuer's business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities; the availability of funds for the purchase of additional Shares; the actions of the management and Board of Directors of the Issuer; and other future developments. The Reporting Persons have made several efforts to acquire a more significant equity stake and to influence the management and direction of the Issuer, with a view toward proposing to the Issuer's Board of Directors strategic alternatives to improve the Issuer's performance and enhance shareholder value. Such efforts have included a tender offer for up to 2,600,000 Shares for $0.90 net per Share in cash (the "Offer"), which was commenced by Bisco on March 6, 1997. In response to the Offer, the Board of Directors of the Issuer took several actions including, among other things, adopting a "poison pill" and other anti-takeover measures. On April 30, 1997, Bisco commenced a solicitation of written consents from the holders of the Shares to take the certain actions that would facilitate the completion of the Offer. Bisco received written consents from the holders of approximately 45% of the outstanding Shares. However, because Florida law requires that action taken by written consent be approved by a majority of the outstanding Shares, Bisco's proposals were not adopted pursuant to the consent solicitation. Because the actions taken by the Issuer's Board of Directors made it impracticable for Bisco to complete the Offer, on September 26, 1997, Bisco terminated and withdrew the Offer. Since the withdrawal of the Offer, the Reporting Persons have attempted on several occasions to require the Issuer to call a special meeting of its shareholders to consider various proposals. Most recently, on January 7, 1998, the Reporting Persons delivered to the Issuer a written demand to convene a special meeting of its shareholders for the purposes of: (1) amending the Issuer's bylaws to provide that the Control Share Act shall not apply to control share acquisitions of the Shares, (2) removing three nonemployee members of the Issuer's Board of Directors (Joseph M. Glickstein, Jr., Richard M. Gray and Robert J. Martin), and (3) electing three nominees of Bisco as directors of the Issuer. The Issuer has refused to call such special meeting, and the Reporting Persons presently are considering what actions, if any, they may take to submit such proposals to the Issuer's shareholders for their consideration. The Issuer's Board of Directors has called a special meeting of shareholders to be held on February 24, 1998 for the limited purpose of amending the Issuer's Articles of Incorporation to effect a one-for-five reverse stock split of the Shares. On February 3, 1998, Bisco filed with the Securities and Exchange proxy materials for the purpose of soliciting proxies in opposition to the Issuer's Board of Directors to be used at the February 24, 1998 special meeting. The Reporting Persons have no present intention to seek to acquire the entire equity interest in the Issuer or to consummate a merger or other business combination transaction between the Issuer and the Reporting Persons or any of their affiliates. However, depending upon their ability to increase their ownership of Shares and their continuing assessment of the factors enumerated above (including the Issuer's financial condition, market conditions and the actions of the management and Board of Directors of the Issuer), the Reporting Persons may seek to propose an acquisition of all or part of the Issuer or another extraordinary corporate transaction involving the Issuer or the sale of a material amount of assets of the Issuer, or solicit proxies or consents for the election of one or more of their representatives as directors of the Issuer (including at the special meeting the Reporting Persons have requested the Issuer to convene). As part of their ongoing review, the Reporting Persons may have discussions with third parties, including other shareholders, or with management of the Issuer regarding any or all of the foregoing matters. There can be no assurance that the Reporting Persons (or any of their affiliates) will take any of the actions described above with respect to the Shares or the Issuer. Although the foregoing reflects activities presently contemplated by the Reporting Persons with respect to the Issuer, the foregoing is subject to change at any time. 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 January 30, 1998, the Reporting Persons owned in the aggregate, 1,628,415 Shares, which represent approximately 14.7% of the 11,081,000 Shares outstanding as of November 7, 1997 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended October 1, 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 January 30, 1998, Mr. Ceiley beneficially owned an aggregate of 1,628,415 Shares, of which 112,470 Shares were owned by Mr. Ceiley individually, 991,955 Shares were owned by Bisco, of which Mr. Ceiley is the sole stockholder and President, and 523,990 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 December 31, 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 -------------------------------- 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: February 9, 1998 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: February 9, 1998 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: February 9, 1998 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 December 31, 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 - ----------- ----------- ----------- ----------- 1-5-98 7,500 $.625 Bisco 1-7-98 7,300 .625 Bisco 1-8-98 5,500 .625 Bisco 1-12-98 6,054 .625 Bisco 1-15-98 4,354 .609375 Bisco 1-15-98 6,146 .625 Bisco 1-16-98 3,100 .609325 Bisco 1-21-98 6,950 .625 Bisco 1-21-98 2,000 .59375 Bisco 1-21-98 1,750 .609375 Bisco 1-22-98 10,000 .609375 Bisco 1-22-98 12,000 .59375 Bisco 1-23-98 4,000 .5625 Mr. Ceiley 1-23-98 5,000 .5625 Bisco 1-23-98 9,000 .578125 Bisco 1-23-98 3,000 .5625 Bisco 1-26-98 1,000 .546875 Plan 1-27-98 10,000 .53125 Bisco 1-27-98 3,000 .53125 Plan 1-29-98 200 .515625 Bisco 1-30-98 6,440 .515625 Bisco 1-30-98 10,000 .50 Bisco
* Excluding commissions Page 11 of 11 pages -----END PRIVACY-ENHANCED MESSAGE-----