-----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, KHwVvegD2EdVyV77iZleCEgrojOSBAh99tMhW9J5YatOYFTCakYVW90JindfPUqh jkLva63LlAodinNFwRjwgg== 0001021408-99-000702.txt : 19990427 0001021408-99-000702.hdr.sgml : 19990427 ACCESSION NUMBER: 0001021408-99-000702 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990426 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: 0101 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38304 FILM NUMBER: 99601208 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 #11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ SCHEDULE 13D (AMENDMENT NO. 11) 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) April 22, 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 448,829 shares of Common Stock (See Item 5) With 9. Sole Dispositive Power 22,494 shares of Common Stock 10. Shared Dispositive Power 448,829 shares of Common Stock (See Item 5) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 471,323 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) 19.9% 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 344,031 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 344,031 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 344,031 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) 4.4% 14. Type of Reporting Person EP 4 Item 1. Security and Issuer ------------------- This Amendment No. 11 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 2. Identity and Background ----------------------- Item 2 to Schedule 13D is amended as follows; (a)-(c), (f). This Amendment No.11 to Schedule 13D is being filed by Mr. Glen F. Ceiley ("Mr. Ceiley"), Bisco Industries, Inc., and Illinois corporation ("Bisco"), and the Bisco Industries, Inc. Profit Sharing and Savings Plan (the "Plan "). Mr. Ceiley, Bisco, and the Plan are hereinafter collectively referred to as the "Reporting Persons", "to amend the Schedule 13D which was originally dated December 26, 1996. Mr. Ceiley's principal employment is president of Bisco and his business address is 704 W. Southern Ave., Orange, CA 92865. Mr. Ceiley is a citizen of the United States of America. Bisco's principal business is the distribution of fasteners and electronic components. Bisco is an Illinois corporation. Its principal office is located at 704 W. Southern Ave., Orange, CA 92865. Mr. Ceiley owns 100% of the voting common stock of Bisco, and is a director and chief executive officer of Bisco. The Plan was adopted by the Board of Directors of Bisco for the exclusive benefit of eligible Bisco employees. The Plan's business address is 704 W. Southern Ave., Orange, CA 92865. Mr. Ceiley is the sole trustee of the Plan. (d) and (e). During the last five years, none of the Reporting Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws except that in May 1998, Bisco, without admitting or denying any allegations, consented to the entry by the Securities and Exchange Commission of an order requiring Bisco to cease and desist from committing or causing violations of Rule 10b-13 of the Securities and Exchange Act of 1934. The order resulted from an inquiry related to Bisco's purchase of certain shares of common stock during the pendency of its tender offer. 5 Item 4. Purpose of Transaction ---------------------- Item 4 of this Schedule is amended to add the following: On or about April 23, 1999 Bisco delivered a letter to the Issuer, a copy of which is attached hereto and incorporated herein by reference, to nominate (the "Nomination Letter") Glen F. Ceiley, Jay Conzen, Stephen Catanzaro and William L. Means, as set forth therein, to the Issuer's Board of Directors at the Annual Meeting of Shareholders of the Issuer scheduled to be held on July 1, 1999. On or about April 23, 1999, Bisco served the Issuer with the Nomination Letter, which the Reporting Persons believe satisfies the notice requirements set forth in Section 3.13 of the Bylaws of the Issuer as to the nomination of such persons for election to the Board of Directors. The Reporting Persons filed a Preliminary Proxy Solicitation Statement with the Securities and Exchange Commission on April 23, 1999 in order to solicit proxies from the shareholders of the Issuer in order elect its nominees to the Issuer's Board of Directors at the 1999 Annual Meeting. A copy of the Nomination Letter in filed as an exhibit to this Schedule 13D and incorporated herein by reference. Upon final approval from the Securities and Exchange Commission for its proxy solicitation materials the Reporting Persons will commence their solicitation of shareholders of the Issuer. Item 7. Material to be Filed as Exhibits -------------------------------- Page Number ----------- Exhibit 1. - Nomination Letter to the Issuer dated April 22, 1999. 10 6 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: April 26, 1999 Glen F. Ceiley -------------------------- Name: Glen F. Ceiley 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: April 26, 1999 Bisco Industries, Inc. Glen F. Ceiley --------------------------------- Name: Glen F. Ceiley Title: President 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: April 26, 1999 Bisco Industries, Inc. Profit Sharing And Savings Plan Glen F. Ceiley _______________________________ Name: Glen F. Ceiley Title: Trustee 9 EX-1 2 NOMINATION LETTER [LETTERHEAD OF BISCO INDUSTRIES, INC. APPEARS HERE] April 22, 1999 EXHIBIT 1. --------- Family Steak Houses of Florida, Inc. 2113 Florida Boulevard Neptune Beach, Florida 32266 Attn: Corporate Secretary Dear Sirs: This letter shall serve to satisfy the notice requirements of Section 3.13 of the Bylaws (the "Bylaws") of Family Steak Houses of Florida, Inc. (the "Company") as to the nomination by Bisco Industries, Inc. ("Bisco") of four nominees for election to the Board of Directors of the Company at the Annual Meeting of Shareholders of the Company scheduled to be held July 1, 1999 (the "Annual Meeting"). Bisco is the beneficial owner of 344,031 shares of Common Stock of the Company. We hereby nominate Glen F. Ceiley, Jay Conzen, Stephen Catanzaro and William L. Means as nominees (the "Nominees") to be elected to the Board of Directors of the Company at the Annual Meeting. In addition, please be advised that Bisco intends to support the Company's nomination of the following individuals for election to the Board of Directors of the Company at the Annual Meeting: Lewis E. Christman, Jr., Edward B. Alexander and G. Alan Howard. To the extent the Company increases the size of the Board of Directors above its existing size, we reserve the right to nominate additional nominees to be elected to the Board of Directors of the Company at the Annual Meeting. The information required by Section 3.13 of the Bylaws and the Securities Exchange Act of 1934, as amended, follows: 1. Name and address of shareholder making the nomination: Bisco Industries, Inc. 704 W. Southern Ave. Orange, California 92865 2. Names and addresses of the Nominees: Business Address Residence Address ---------------- ----------------- a) Glen F. Ceiley Bisco Industries 304 Evening Star Lane 704 W. Southern Ave. Newport Beach, CA 92660 Orange, CA 92865 b) Jay Conzen Bisco Industries, Inc. 24061 Pinehurst Lane 704 W. Southern Ave. Laguna Niguel, CA 92677 Orange, CA 92865 c) Stephen Catanzaro Bisco Industries, Inc. 24621 La Cienega 704 W. Southern Ave. Laguna Hills, CA 92653 Orange, CA 92865 d) William L. Means Bisco Industries, Inc. 5610 E. Carmen Ave. 704 W. Southern Ave Anaheim Hills, CA 92807 10 3. Bisco hereby represents that it is the beneficial owner of 344,031 shares of common stock of the Company entitled to vote at the Annual Meeting. A representative or representatives of Bisco intend to appear in person or by proxy at the Annual Meeting to nominate the persons specified in this notice for election to the Board of Directors of the Company. The record address of Bisco is 704 W. Southern Ave., Orange, CA 92865. 4. Glen F. Ceiley, Bisco Industries, Inc. and the Bisco Industries, Inc. Profit Sharing and Savings Plan are parties to a joint Filing Agreement, in which they agreed to a joint filing on behalf of each of them of statements on Schedule 13D with respect to common stock of the Company. The parties' most recent Joint filing Agreement is attached hereto and incorporated herein by reference and all references contained herein are qualified in their entirety by reference to such Joint Filing Agreement. Other than as stated above, there are no arrangements or understandings between Bisco and each nominee or any other person or person pursuant to which the nominations described herein are to be made, other than the consents by the Nominees to be named as a nominee in this notice and to serve as directors of the Company if elected as such at the Annual Meeting, attached hereto and incorporated herein by reference. 5. The information concerning the nominees required by Regulation 14A of the Exchange Act is as follows: Glen F. Ceiley, age 53, is one of the nominees for director. Since 1973, Mr. Ceiley has been the President and Chief Executive Officer of Bisco Industries, Inc., a distributor of electronic components and fasteners. Mr. Ceiley was appointed to the Company's Board of Directors in February 1998 pursuant to a Standstill and Settlement Agreement (the "Standstill Agreement") between Bisco and its affiliates and the Company. Mr. Ceiley was elected to the Board of Directors on June 26, 1998. Mr. Ceiley is also a director of Data I/O Corporation, a publicly held company and Bisco. In may 1998, Bisco without admitting or denying any allegations, consented to the entry by the Securities and Exchange Commission of an order requiring Bisco to cease and desist from committing or causing violations of Rule 10b-13 of the Securities Exchange Act of 1934, the order resulted from an inquiry related to Bisco's purchase of certain shares of common stock during the pendency of its tender offer. Mr. Ceiley beneficially owned 471,323 shares of common stock of the Company. Bisco owned 344,031 of such shares, the Bisco Industries Profit Sharing and Savings Plan (the "Bisco Plan") owned 104,798 of such shares and Mr. Ceiley owned 22,494 shares individually. Mr. Ceiley has the sole power to vote and dispose of the shares of common stock he owns individually and the power to vote and dispose of the shares owned by Bisco and the Bisco Plan as its Trustee. The business address of Mr. Ceiley is 704 W. Southern Avenue, Orange, CA 92865 and his residence address is 304 Evening Star Lane, Newport Beach, CA 92660. For information regarding purchase and sales of shares of common stock of the Company by Bisco, the Bisco Plan and Mr. Ceiley during the past two years, see Appendix A. Jay Conzen, age 52, is one of the nominees for director. Since October 1992, Mr. Conzen has been a Principal of Jay Conzen Investments which provides mergers and acquisitions, business consulting and investment advisory services to private and publicly held companies. Mr. Conzen is presently performing full-time consulting services for Bisco. Mr. Conzen was appointed to the Company's Board of Directors in February 1998 pursuant to the Standstill Agreement between Bisco and its affiliates and the Company. Mr. Conzen was elected to the Board of Directors on June 26, 1998. Mr. Conzen was employed by Ernst & Young from 1971 until 1982, his last position being that of Principal in the audit department with responsibility for the audits of several restaurant companies including Taco Bell 11 and Denny's Inc. From 1982 to 1989, Mr. Conzen was employed as Senior Vice President and Chief Financial Officer of the Impact Group, Inc., a food broker, distributor and manufacturer of various food products for the retail and food service markets. Mr. Conzen holds a Masters degree in Business Administration. Mr. Conzen does not beneficially own shares of common stock of the Company and has had no transaction in the common stock during the past two years. The business address of Mr. Conzen is 704 W. Southern Avenue, Orange, CA 92865 and his residence address is 24061 Pinehurst Lane, Laguna Niguel, CA 92677. Stephen Catanzaro, age 46, is one of the nominees for director. Mr. Catanzaro has been Vice President and Chief Financial Officer of Bisco Industries, Inc. since September 1995 and was Controller of Bisco from August 1992 to August 1995. Mr. Catanzaro has served as a director of Bisco since February 1997. Prior to joining Bisco in 1992, Mr. Catanzaro held several accounting and finance positions in the restaurant industry at a division of Denny's Inc. from 1985 to 1992 and at Taco Bell from 1982 to 1985. Mr. Catanzaro holds a Masters degree in Business Administration and is a Certified Public Accountant in California. As of the date hereof, Mr. Catanzaro owned 3,000 shares of common stock of the Company and has no transactions in the common stock during the past two years. Mr. Catanzaro's business address is 704 W. Southern Avenue, Orange, CA 92865 and his residence address is 24621 La Cienega, Laguna Hills, CA 92653. William L. Means, age 56, is one of the nominees for director. Mr. Means has been Vice President of Corporate Development of Bisco Industries, Inc. since November 1997 and was Director of Management Information Systems from 1989 to October 1997. Mr. Means's current responsibilities include supervision of Bisco's information systems, marketing, advertising, value added sales and E- commerce departments. Prior to joining Bisco in 1989, Mr. Means was a self- employed management information systems consultant in which capacity he developed, installed and maintained computer software systems for the Brawley's Restaurant chain and other food businesses. Mr. Means holds a Masters degree in Business Administration. Mr. Means did not beneficially own any shares of the common stock of the Company and has had no transaction in the common stock during the past two years. Mr. Means business address is 704 W. Southern Avenue, Orange, CA 92865 and his residence address is 5610 E Carmen Avenue, Anaheim Hills, CA 92807. 6. Certain Information The Board of Directors of the Company has a single class of directors. At each annual meeting of shareholders, the directors are elected to a one-year term. The Nominees, if elected, would serve as directors for the term expiring in 2000 or until the due election and qualification of their successors. Bisco has no reason to believe any of the Nominees will be disqualified or unable or unwilling to serve if elected. Pursuant to the Standstill Agreement with Bisco and its affiliates which expired on February 24, 1999, the Company sold 141,340 shares of the Common Stock to Bisco on February 27, 1998 at a purchase price of $2.16, which was the average closing price of the Common Stock for the ten trading days immediately preceding the date of the sale. The total price paid by Bisco to the Company was $305,312. Glen Ceiley is the Chief Executive Officer and President of Bisco. Except as described herein and other than transactions and relationships disclosed in the Company's proxy statement and the receipt of directors fees by Messrs. Ceiley and Conzen, neither Bisco nor any of the Nominees (i) has engaged in or has a direct or indirect interest in any transaction or series of transactions since the beginning of the Company's last fiscal year or 12 in any currently proposed transaction, to which the Company or any of its subsidiaries is a party where the amount involved was in excess of $60,000, (ii) is the beneficial or record owner of any securities of the Company or any parent or subsidiary thereof, (iii) is the record owner of any securities of the Company of which it may be deemed to be the beneficial owner, (iv) has been within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, (v) has any arrangements or understandings with any nominee pursuant to which such nominee was selected as a nominee and there exist no such agreements or understandings between any nominee and any other person, or (vi) has any agreement or understanding with respect to future employment by the Company or any arrangement or understanding with respect to any future transactions to which the Company will or may be a party. Sincerely, Bisco Industries, Inc. By: Stephen Catanzaro Vice President and Chief Financial Officer 13 Glen F. Ceiley April 20, 1999 Family Steak Houses of Florida, Inc. 2113 Florida Boulevard Neptune Beach, Florida 32266 Gentlemen: I hereby consent to being named as a nominee by Bisco Industries, Inc. and to serve as a director of Family Steak Houses of Florida, Inc. if elected. Sincerely, /s/ Glen F. Ceiley Glen F. Ceiley 14 Jay Conzen April 20, 1999 Family Steak Houses of Florida, Inc. 2113 Florida Boulevard Neptune Beach, Florida 32266 Gentlemen: I hereby consent to being named as a nominee by Bisco Industries, Inc. and to serve as a director of Family Steak Houses of Florida, Inc. if elected. Sincerely, /s/ Jay Conzen Jay Conzen 15 Stephen Catanzaro April 20, 1999 Family Steak Houses of Florida, Inc. 2113 Florida Boulevard Neptune Beach, Florida 32266 Gentlemen: I hereby consent to being named as a nominee by Bisco Industries, Inc. and to serve as a director of Family Steak Houses of Florida, Inc. if elected. Sincerely, /s/ Stephen Catanzaro - --------------------- Stephen Catanzaro 16 William L. Means April 20, 1999 Family Steak Houses of Florida, Inc. 2113 Florida Boulevard Neptune Beach, Florida 32266 Gentlemen: I hereby consent to being named as a nominee by Bisco Industries, Inc. and to serve as a director of Family Steak Houses of Florida, Inc. if elected. Sincerely, /s/ William L. Means - ---------------------- William L. Means 17 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 18 APPENDIX A TRANSACTIONS IN THE SHARES OF FAMILY STEAK HOUSES OF FLORIDA, INC.
SHARES OF DATE OF COMMON STOCK PRICE PURCHASE PURCHASE/(SOLD) PER SHARE SALE --------------- --------- ---- BISCO INDUSTRIES, INC. ---------------------- 900 3.1250 05/19/97 700 3.2810 10/08/97 200 3.2810 10/14/97 2,000 3.2810 10/14/97 40 2.9685 10/15/97 20 2.9685 10/16/97 800 3.2810 10/16/97 1,380 3.1250 10/17/97 400 2.9685 10/20/97 400 2.9685 10/20/97 1,600 3.2810 10/21/97 1,000 3.2810 10/22/97 800 3.2810 10/22/97 2,000 3.1250 10/27/97 400 3.1250 10/28/97 40 2.9685 11/03/97 300 2.9685 11/04/97 1,000 3.1250 11/04/97 720 2.9685 11/06/97 760 2.8125 11/07/97 60 2.9685 11/07/97 200 2.8125 11/12/97 400 2.8125 11/12/97 600 2.8125 11/14/97 400 2.8125 11/17/97 100 2.8125 11/20/97 20 2.9685 11/21/97 140 2.8125 11/21/97 680 2.8125 11/24/97 400 2.8125 12/05/97 40 2.6560 12/05/97 5,000 2.6560 12/05/97 220 2.5000 12/08/97 10,000 2.5000 12/10/97 640 2.5000 12/10/97 5,000 2.6560 12/10/97
19 100 2.6560 12/11/97 8,780 2.8125 12/12/97 12,000 2.6563 12/16/97 13,700 2.9688 12/16/97 10,000 2.8125 12/17/97 900 2.8125 12/17/97 400 2.9688 12/18/97 6,000 3.2813 12/18/97 4,000 2.9688 12/19/97 4,000 3.2813 12/19/97 3,800 2.9688 12/19/97 200 2.8125 12/22/97 6,000 2.9688 12/22/97 7,220 2.8125 12/23/97 400 2.8125 12/24/97 1,000 2.8125 12/24/97 7,000 2.9688 12/29/97 (2,000) 3.5938 12/30/97 (2,000) 3.2813 12/30/97 (320) 3.5938 12/30/97 (1,680) 3.4375 12/31/97 (2,000) 4.6875 01/05/98 (2,000) 4.5313 01/07/98 (2,000) 4.8438 01/08/98 (982) 4.8438 01/12/98 (1,720) 5.0000 01/15/98 (400) 4.8438 01/15/98 1,800 4.3750 01/16/98 600 4.3750 01/21/98 1,000 4.3750 01/21/98 1,200 4.3750 01/21/98 2,000 4.3750 01/22/98 (500) 4.3750 01/22/98 (1,500) 4.3750 01/23/98 1,000 3.7500 01/23/98 5,000 3.9063 01/23/98 60 3.7500 01/27/98 66,160 4.5000 01/29/98 (240) 4.3750 01/30/98 (186) 3.9063 01/30/98 (400) 3.9063 02/03/98 (100) 3.9063 02/05/98 900 3.1250 02/11/98 2,400 3.2810 02/13/98 657 3.3594 02/26/98
20 APPENDIX A TRANSACTIONS IN THE SHARES OF FAMILY STEAK HOUSES OF FLORIDA, INC.
SHARES OF DATE OF COMMON STOCK PRICE PURCHASE PURCHASE/(SOLD) PER SHARE SALE --------------- --------- ---- BISCO PROFIT SHARING TRUST -------------------------- 200 3.2813 12/19/97 1,544 3.4375 01/26/98 400 3.2813 01/27/98
APPENDIX A TRANSACTIONS IN THE SHARES OF FAMILY STEAK HOUSES OF FLORIDA, INC.
SHARES OF DATE OF COMMON STOCK PRICE PURCHASE PURCHASE/(SOLD) PER SHARE SALE --------------- --------- ---- MR. GLEN CEILEY --------------- 600 2.6563 05/21/97 40 2.5781 06/10/97 1,288 2.5781 06/12/97 2,000 2.5000 07/01/97 1,500 2.4219 10/03/97 400 2.3438 10/20/97 2,000 2.2656 11/13/97 400 2.1875 11/14/97 141,340 2.1580 01/23/98
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