-----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, Aj3uoI8LFVfWzuAwKLwAaCxSfQ2CIkLKCXFCZUu3dNKMgcuMDFxi5bA2v8plW807 0VelnSnzMVyWgW9B0A7Dfw== 0001017062-99-001357.txt : 19990730 0001017062-99-001357.hdr.sgml : 19990730 ACCESSION NUMBER: 0001017062-99-001357 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990729 GROUP MEMBERS: BISCO IND. INC., SHARING & SAVINGS PLAN GROUP MEMBERS: BISCO INDUSTRIES INC GROUP MEMBERS: BISCO INDUSTRIES, INC. GROUP MEMBERS: MR. GLEN F. CEILEY 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: 1230 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38304 FILM NUMBER: 99672791 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ SCHEDULE 13D (AMENDMENT NO. 12) 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 21, 1999 ------------------------------------ (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: ( ) 1 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 22,494 shares of Common Stock Owned By Each 8. Shared Voting Power Reporting Person 454,829 shares of Common Stock (See Item 5) With 9. Sole Dispositive Power 22,494 shares of Common Stock 10. Shared Dispositive Power 454,829 shares of Common Stock (See Item 5) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 477,323 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) 19.8% 14. Type of Reporting Person IN 2 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 350,031 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 350,031 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 350,031 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) 14.5% 14. Type of Reporting Person CO 3 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 104,798 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 104,798 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 104,798 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) 4.3% 14. Type of Reporting Person EP 4 Item 1. Security and Issuer ------------------- This Amendment No. 12 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 ("Mr.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 4. Purpose of Transaction ---------------------- Item 4 of this Schedule is amended to add the following: On July 21, 1999, at the Issuer's Annual Meeting of Shareholders, Glen F. Ceiley, Jay Conzen, Stephen Catanzaro, and William L. Means were elected (collectively referred to as "the Bisco directors") to the Issuer's Board of Directors. The other directors resigned effective upon the election of the Bisco directors. Therefore, the Bisco directors constitute the Issuer's entire Board of Directors, and there are currently three vacancies on the Issuer's Board. At a meeting of the Board of Directors following the annual meeting, the Board approved the redemption by the Issuer of its outstanding "poison pill." The record date for the redemption of the rights is August 16, 1999. The Board also approved a resolution providing that Florida's Control Share statue will not apply to further acquisitions of shares of the Issuer's common stock by Mr. Ceiley, Bisco Industries, Inc. or their affiliates. Mr. Ceiley had previously indicated to the Board that he was interested in acquiring an additional 10% interest in the company in open market transactions or privately negotiated purchases. The Reporting Persons presently consider the Shares an attractive investment and currently intend to hold the Shares they own and to acquire more Shares. However, the Reporting Persons will continue to review their investment in the Shares on an ongoing basis. Such continuing review may result in the Reporting Persons 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 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; and other future developments. As stated in Bisco's definitive proxy statement filed with the Securities and Exchange Commission on June 8, 1999, the Reporting Persons intend to execute an acquisition/investment program in the electronic components and fastener distribution industries and to effect this strategy using the Issuer's cash resources that would be available after the sale of the Issuer's restaurant operations. Acquisitions or investment opportunities outside the distribution industry will be considered if they offer substantial financial rewards at acceptable risk levels. While Bisco and the Reporting Persons believe such an acquisition program will be very beneficial to the Issuer and shareholder value, there can be no assurance that the Issuer will be able to successfully implement its strategy or that it will result in an increase in shareholder value. Although the Reporting Persons' strategies involve the sale of the restaurant operations of the Issuer and the acquisition of companies in the electronic components and fastener distribution industries, the Reporting Persons presently have no agreements, arrangements or understanding with any third party with respect to the sale of the Issuer's restaurant operations or any other business combination involving the Issuer, nor have the Reporting Persons identified any specific company in which the Issuer could invest the proceeds after a sale of the restaurant operations. 5 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 continuing assessment of the factors enumerated above, 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. 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. 6 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 29, 1999, the Reporting Persons owned in the aggregate, 477,323 Shares, which represent approximately 19.8% of the 2,409,029 Shares outstanding as of May 31, 1999 (as represented to the Reporting Persons by the Issuer in the Form 10Q dated May 31, 1999). 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 29, 1999, Mr. Ceiley beneficially owned an aggregate of 477,323 Shares, of which 22,494 Shares were owned by Mr. Ceiley individually, 350,031 Shares were owned by Bisco, of which Mr. Ceiley is the sole stockholder and President, and 104,798 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 February 26, 1998, 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. Material to be Filed as Exhibits -------------------------------- Page Number ----------- Exhibit 1. - Joint Filing Agreement dated as of January 21, 1997 11 7 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 29, 1999 /s/ Glen F. Ceiley -------------------------- Name: Glen F. Ceiley 8 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 29, 1999 Bisco Industries, Inc. /s/ Glen F. Ceiley --------------------------------- Name: Glen F. Ceiley Title: President 9 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 29, 1999 Bisco Industries, Inc. Profit Sharing And Savings Plan /s/ Glen F. Ceiley _______________________________ Name: Glen F. Ceiley Title: Trustee 10 EX-1 2 JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT ---------------------- In accordance with rule 13d-(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock. $.01 par value (the "Common Stock"), of Family Steak Houses of Florida Inc., a Florida corporation, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 21, 1997. /s/ GLEN F. CEILEY --------------------------- Glen F. Ceiley Bisco Industries, Inc. /s/ GLEN F. CEILEY --------------------------- Name: Glen F. Ceiley Title: President Bisco Industries, Inc. Profit Sharing and Savings Plan /s/ GLEN F. CEILEY --------------------------- Name: Glen F. Ceiley Title: Trustee 11 EX-99.1 3 SCHEDULE 1 SCHEDULE 1 The Reporting Persons have engaged in the following transactions in Shares since February 26, 1998, 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 - ----------- --------- ---------- --------- 6-22-99 2,000 1.1250 Bisco 7-01-99 2,000 1.1875 Bisco 7-12-99 1,800 1.1875 Bisco 7-13-99 200 1.1875 Bisco
* Excluding commissions 12 -----END PRIVACY-ENHANCED MESSAGE-----