-----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, QrJFM5wif0zfEn/GKN4lyylNmXpZwVYtuetPFjDKPnHnZJxeipFTosz9cEL1cqEB rd0n7E7j9DqJIjjE7Uwedw== 0001017062-00-001264.txt : 20000519 0001017062-00-001264.hdr.sgml : 20000519 ACCESSION NUMBER: 0001017062-00-001264 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000518 GROUP MEMBERS: BISCO IND. INC. PROFIT SHARING GROUP MEMBERS: BISCO INDUSTRIES INC GROUP MEMBERS: FAMILY STEAK HOUSE OF FLA. INC. GROUP MEMBERS: GLEN F. CEILEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALL AMERICAN SEMICONDUCTOR INC CENTRAL INDEX KEY: 0000818074 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 592814714 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-40370 FILM NUMBER: 639708 BUSINESS ADDRESS: STREET 1: 16115 N W 52ND AVENUE CITY: MIAMI STATE: FL ZIP: 33014 BUSINESS PHONE: 3056218282 MAIL ADDRESS: STREET 1: 16115 NW 52ND AVENUE CITY: MIAMI STATE: FL ZIP: 33014 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 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 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ SCHEDULE 13D Under the Securities Exchange Act of 1934 All American SemiConductor, Inc. ------------------------------------ (Name of Issuer) Common Stock, No Par Value ------------------------------------ (Title of Class of Securities) CUSIP Number: 0165571 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 10, 2000 ------------------------------------ (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 14 Pages Exhibit Index on Page 8. SCHEDULE 13D CUSIP No. 0165571 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 400 Owned By Each 8. Shared Voting Power Reporting Person 211,500 shares of Common Stock (See Item 5) With 9. Sole Dispositive Power 400 10. Shared Dispositive Power 211,500 shares of Common Stock (See Item 5) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 211,900 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) 5.3% 14. Type of Reporting Person IN Page 2 of 14 Pages SCHEDULE 13D CUSIP No. 0165571 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 154,600 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 154,600 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 154,600 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) 3.9% 14. Type of Reporting Person CO Page 3 of 14 Pages SCHEDULE 13D CUSIP No. 0165571 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 42,800 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 42,800 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 42,800 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) 1.1% 14. Type of Reporting Person EP Page 4 of 14 Pages SCHEDULE 13D CUSIP No. 0165571 1. Name of Reporting Person Family Steak Houses of Florida, 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 Florida Number of 7. Sole Voting Power Shares Beneficially 14,100 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 14,100 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 14,100 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) .3% 14. Type of Reporting Person CO Page 5 of 14 Pages Item 1. Security and Issuer ------------------- This statement relates to shares of common stock, $.01 par value per share (the "Shares"), of All American Semiconducter, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 16115 Northwest 52/nd/ Avenue, Miami, Florida. ITEM 2. Identity and Background ----------------------- (a) - (c), (f). This Schedule 13D is being filed by Mr. Glen F. Ceiley ("Mr. Ceiley"), Bisco Industries, Inc., an Illinois corporation ("Bisco"), the Bisco Industries, Inc. Profit Sharing and Savings Plan (the "Plan"), and Family Steak Houses of Florida, Inc. ("FSH") Mr. Ceiley, Bisco, the Plan, and FSH are hereinafter collectively referred to as the "Reporting Persons." Mr. Ceiley's principal employment is Chief Executive Officer 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. 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. FSH's principal business is the ownership and operation in the State of Florida of franchised Ryan's Family Steak House restaurants. FSH is a Florida corporation. Its principal office is located at 2113 Florida Boulevard, Neptune Beach, FL 32266. (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 judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, 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. Page 6 of 14 pages Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- Mr. Glen Ceiley purchased directly 400 shares for a total consideration of $5,544.95 from his personal funds. FSH purchased 14,100 shares for a total consideration of $187,473.55 from its working capital. Bisco purchased 154,600 shares for a total consideration of $2,049,374.65. 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 42,800 shares for a total consideration of $585,292.41 using funds held in the Plan for investment purposes. Item 4. Purpose of Transaction ---------------------- The Reporting Persons acquired the Shares to obtain an 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. Page 7 of 14 pages Item 5. Interest in Securities of the issuer ------------------------------------ (a) As of the close of business on May 12, 2000 the Reporting Persons owned in the aggregate, 211,900 Shares, which represent approximately 5.3% of the 3,996,131 Shares outstanding as of May 8, 2000 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000. In accordance with the Rule 13d-5 (b) (1) of the General Rules and regulations under the securities Exchange Act of 1934, as amended, each of Mr. Glen Ceiley, individually and as Trustee of the Plan, the Plan, Bisco and FSH 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 close of business on May 12, 2000, (i) Mr. Glen Ceiley beneficially owned an aggregate of 211,900 Shares, of which 400 shares were owned by Mr. Ceiley individually, 154,600 Shares were owned by Bisco, of which Mr. Glen Ceiley is the sole stockholder and President, and 42,800 Shares were held by Mr. Glen Ceiley as sole Trustee of the Plan, and (ii) FSH, owned 14,100 Shares. (b) Mr. Glen Ceiley has the sole power to vote and to dispose of the Shares owned by the Plan and Bisco. (c) Since the Reporting Persons most recent filing on 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 I 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. Joint Filing Agreement dated as of May 12, 2000. Page 8 of 14 pages SCHEDULE I The Reporting Persons have engaged in the following transactions in Shares during the past 120 days. All transactions involved purchases of Shares on the NASDAQ. TRANSACTION NUMBER OF PRICE DATE SHARES PER SHARE* PURCHASER - ------------- ----------- ----------- ----------- 1/27/00 4,200 9.3481 BISCO 3/8/00 1,600 7.4530 BISCO 3/9/00 25,750 15.0175 BISCO 3/10/00 20,000 14.1343 BISCO 3/10/00 12,000 14.1267 PLAN 3/10/00 7,000 14.1278 FSH 3/10/00 400 13.8624 G CEILEY 3/13/00 14,400 13.5595 BISCO 3/17/00 14,150 15.4492 BISCO 3/17/00 400 15.6124 FSH 3/17/00 5,000 15.5665 PLAN 3/20/00 9,000 14.0114 PLAN 3/23/00 2,000 11.6350 FSH 3/28/00 3,000 13.6081 PLAN 3/28/00 14,000 13.5649 BISCO 4/20/00 3,000 11.6273 PLAN 4/27/00 5,100 11.5375 BISCO 5/3/00 3,600 12.6690 BISCO 5/3/00 4,000 12.6682 PLAN 5/4/00 300 12.5665 BISCO 5/4/00 4,700 12.5667 FSH 5/8/00 24,500 12.6317 BISCO 5/8/00 4,900 12.5653 PLAN 5/9/00 1,900 12.5730 PLAN 5/9/00 12,000 11.8820 BISCO 5/10/00 15,000 10.9832 BISCO * INCLUDING COMMISSIONS Page 9 of 14 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 12, 2000 /s/ Glen F. Ceiley -------------------------- Name: Glen F. Ceiley Page 11 of 14 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 12, 2000 Bisco Industries, Inc. /s/ Glen F. Ceiley --------------------------------- Name: Glen F. Ceiley Title: President Page 12 of 14 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 12, 2000 Bisco Industries, Inc. Profit Sharing And Savings Plan /s/ Glen F. Ceiley _______________________________ Name: Glen F. Ceiley Title: Trustee Page 13 of 14 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 12, 2000 Family Steak Houses of Florida, Inc. /s/ Glen F. Ceiley --------------------------------- Name: Glen F. Ceiley Title: Chairman Page 14 of 14 pages EX-1 2 JOINT FILING AGREEMENT 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 an Schedule 13D (including amendments thereto) with respect to the common stock. $.01 par value (the "Common Stock"), of All American Semiconductor, Inc., a Delaware 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 May 12, 2000. /s/ GLEN F. CEILEY ----------------------- Glen F. Ceiley Bisco Industries, Inc. /s/ GLEN F. CEILEY ----------------------- Name: Glen F. Ceiley Title: CEO Bisco Industries, Inc. Profit Sharing and Savings Plan /s/ GLEN F. CEILEY ----------------------- Name: Glen F. Ceiley Title: Trustee Family Steakhouses of Florida, Inc. /s/ GLEN F. CEILEY ----------------------- Name: Glen F. Ceiley Title: Chairman Page 10 of 14 pages -----END PRIVACY-ENHANCED MESSAGE-----