<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Family Steak Houses of Florida, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
FAMILY STEAK HOUSES OF FLORIDA, INC.
2113 FLORIDA BOULEVARD
NEPTUNE BEACH, FLORIDA 32266
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the Annual Shareholders' Meeting to be
held at the Sea Turtle Inn, One Ocean Boulevard, Atlantic Beach, Florida 32233,
on Tuesday, June 18, 1996 at 10:00 a.m. for the purpose of:
1. Electing Directors;
2. Considering a shareholder proposal to change the Company's stock
listing; and
3. Transacting such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on May 1, 1996 as
the record date for determining shareholders entitled to vote at the Meeting.
Only shareholders of record at the close of business on that date will be
entitled to vote at the Meeting.
The Company hopes that as many shareholders as possible will personally
attend the Meeting. Whether or not you plan to attend the Meeting, please
complete the enclosed proxy and return it promptly so that your shares will be
represented. Sending in your proxy will not prevent you from voting in person at
the Meeting.
/s/ Lewis E. Christman, Jr.
----------------------------------
Lewis E. Christman, Jr.
President and CEO
Date: May 1, 1996
<PAGE> 3
FAMILY STEAK HOUSES OF FLORIDA, INC.
2113 FLORIDA BOULEVARD
NEPTUNE BEACH, FLORIDA 32266
PROXY STATEMENT
FOR
1996 ANNUAL MEETING OF SHAREHOLDERS
GENERAL INFORMATION
The solicitation of the enclosed proxy is made by and on behalf of the
Board of Directors of Family Steak Houses of Florida, Inc. (the "Company") to be
used at the 1996 Annual Meeting of Shareholders, which will be held at the Sea
Turtle Inn, One Ocean Boulevard, Atlantic Beach, Florida, at 10:00 a.m. on
Tuesday, June 18, 1996. The principal executive offices of the Company are
located at 2113 Florida Boulevard, Neptune Beach, Florida 32266. The approximate
mailing date of this Proxy Statement is May 1, 1996.
The proxy may be revoked at any time before it is exercised by giving
notice of revocation to the Secretary of the Company. The shares represented by
proxies in the form solicited by the Board of Directors will be voted at the
meeting. Where a choice is specified with respect to a matter to be voted upon,
the shares represented by the proxy will be voted in accordance with such
specification. If no choice is specified, such shares will be voted as
hereinafter stated in this Proxy Statement.
Insofar as management has been advised, no officer, director or director
nominee of the Company at any time since the beginning of its last fiscal year,
nor any associate of any such officer, director, or director nominee has any
substantial interest in the matters to be acted upon at the 1996 Annual Meeting
of Shareholders.
RECORD DATE AND VOTING SECURITIES
The Board of Directors has fixed the close of business on May 1, 1996 as
the record date for determination of shareholders entitled to vote at the
meeting. Holders of the Company's common stock, par value $0.01 per share (the
"Common Stock") as of May 1, 1996 will be entitled to one vote for each share
held, with no shares having cumulative voting rights. No other class of the
Company's securities is entitled to vote at the meeting. As of April 12, 1996,
the Company had outstanding 10,890,600 shares of Common Stock.
VOTE REQUIRED
The affirmative vote of the holders of a majority of shares present, either
in person or by proxy, at the Annual Meeting of Shareholders is necessary for
the election of any director nominee.
Under the Florida Business Corporation Act, directors are elected by a
plurality of the votes cast and other matters are approved if the votes cast by
the holders of the shares represented at the meeting and entitled to vote on the
subject matter favoring the action exceed the votes opposing the action, unless
a greater number of affirmative votes or voting by classes is required by the
act or the articles of incorporation. Therefore, under Florida law, abstentions
and broker non-votes have no effect. A broker non-vote generally occurs when a
broker who holds shares in street name for a customer does not have authority to
vote on certain matters under the rules of the exchange on which the stock is
traded.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND OF MANAGEMENT
The table set forth below presents certain information regarding beneficial
ownership of the Company's Common Stock (the Company's only voting security), as
of February 9, 1996, by (i) each shareholder known to the Company to own, or
have the right to acquire within sixty (60) days, more than five percent (5%) of
the Common Stock outstanding and (ii) all officers and director nominees of the
Company as a group. The shares
<PAGE> 4
of Common Stock beneficially owned by each director nominee are shown in the
table beginning on page 3 of this Proxy Statement.
<TABLE>
<CAPTION>
AMOUNT OF COMMON
NAME AND ADDRESS OF STOCK BENEFICIALLY PERCENT OF
BENEFICIAL OWNER OWNED CLASS
- -------------------------------------------------------------------- ------------------ ----------
<S> <C> <C>
Cerberus Partners, L.P.............................................. 1,250,000(1) 10.3%
950 Third Ave., 20th Floor
New York, New York 10022
Heartland Advisors, Inc............................................. 701,000 6.5%
All Officers and Directors.......................................... 404,999(2) 3.6%
Nominees as a Group (6 Persons)
</TABLE>
- ---------------
(1) Represents shares issuable upon the exercise of certain stock purchase
warrants issued October 1, 1988, pursuant to which the holders thereof have
the right to purchase an aggregate of up to 1,250,000 shares of Common
Stock for $.40 per share. None of such shares are outstanding.
(2) Includes an aggregate 281,050 of shares of common stock which certain of the
Company's executive officers and directors have the right to acquire
immediately or within sixty days (60) upon the exercise of certain options
granted pursuant to the Company's 1986 Employee Incentive Stock Option Plan
and the 1995 Long Term Incentive Plan.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The business of the Company is under the general management of a Board of
Directors as provided by the corporation laws of Florida, the Company's state of
incorporation. In accordance with the Bylaws of the Company, which empower the
Board of Directors to appoint such committees as it deems necessary and
appropriate, the Board of Directors has appointed an Executive Committee, an
Audit Committee and an Executive Compensation Committee.
The Executive Committee is authorized to exercise the powers and duties of
the full Board of Directors between meetings of the Board and while the Board is
not in session. Currently, the members of the Executive Committee are Directors
Gray and Glickstein, each of whom are non-employee Directors, and Director
Christman. The Executive Committee held three meetings in 1995. All members of
the Committee attended each of these meetings.
The Audit Committee's basic functions are to assist the Board of Directors
in discharging its fiduciary responsibilities to the shareholders and the
investment community in the preservation of the integrity of the financial
information published by the Company, to maintain free and open means of
communication between the Company's directors, independent auditors and
financial management, and to ensure the independence of the independent
auditors. Currently, the members of the Audit Committee are Directors Gray and
Glickstein, each of whom are non-employee Directors, and Director Christman. The
Audit Committee held one meeting during fiscal year 1995. All members of the
Audit Committee attended this meeting.
The Executive Compensation Committee administers the Company's qualified
Employee Incentive Stock Option Plan and is responsible for establishing
executive officer salaries and granting qualified stock options to officers and
managerial employees of the Company. The current members of the Executive
Compensation Committee are Directors Glickstein and Gray, each of whom are
non-employee Directors, and Director Christman. The Executive Compensation
Committee held three meetings during fiscal year 1995. All members of the
Executive Compensation Committee attended these meetings.
The Board of Directors held 11 meetings during fiscal year 1995. Each of
the directors attended at least 75% of the meetings of the Board of Directors.
The Board of Directors does not have a Nominating Committee.
2
<PAGE> 5
DIRECTOR COMPENSATION
Two of the four director nominees are not employees of the Company. In
order to attract and retain highly qualified independent directors through an
investment interest in the Company's future success, the Company enacted in 1985
a non-qualified Stock Option Plan for Non-Employee Directors (the "Director's
Plan").
Each director eligible under the Directors Plan annually receives an option
to purchase 9,000 shares of Common Stock. Typically options are granted on the
first business day of each calendar year, at an option exercise price per share
equivalent to a price such that the aggregate fair market value on the date of
grant for all shares subject to the options exceeds the aggregate option
exercise price by the amount of $10,000. Options granted under the Director's
Plan are immediately exercisable and expire five years from the date of grant.
On January 2, 1996 options were granted to Directors Gray and Glickstein
for the purchase of 9,000 shares each at a purchase price of $.01 per share.
Since the price of the stock was $.78 on January 2, 1996, the Company granted an
additional 3,800 shares to each eligible director at a purchase price of $.01
per share so that the market value of all options granted in 1996 exceeded the
option exercise price by $10,000.
Directors who are full-time employees of the Company receive $90 for each
Board of Directors meeting attended. Directors who are not employees of the
Company receive a fee of $450 for each Board of Directors meeting or Executive
Committee Meeting attended. No fees are awarded directors for attendance at
meetings of the Audit or Executive Compensation committees of the Board of
Directors.
MATTERS TO BE ACTED UPON
1. Election of Directors
The Board of Directors recommends that the shareholders vote for the
election of the four (4) nominees listed below to serve as directors until the
next Annual Meeting of Shareholders and until their successors are elected and
qualified.* Each of the nominees presently is serving as a director of the
Company. Mr. Christman was appointed in February 1993 and elected by the
shareholders at the 1993 annual meeting. Directors Gray and Glickstein were
appointed in June 1994 and elected by the shareholders in August 1994. Director
Martin was elected by the shareholders in June 1995. Should any one or more of
the nominees become unavailable to accept nomination or election as a director,
the enclosed proxy will be voted for such other person or persons as the Board
of Directors may recommend, unless the Board reduces the number of directors.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
AS OF PERCENT
NAME BUSINESS EXPERIENCE AND AGE FEBRUARY 9, 1996(1) OF CLASS(2)
- ---------------------------- ------------------------------------- ------------------- -----------
<S> <C> <C> <C>
Lewis E. Christman, Jr. President & CEO of the Company since 61,409 .56%
April 1994. Purchasing consultant
to the Company from January 1994 to
March 1994. Partner, East Coast
Marketing since 1990; Chairman of
the Board of Neptune Marketing Inc.
(food broker) from 1979 to 1989;
age 76.
Joseph M. Glickstein, Jr. Partner, Glickstein & Glickstein, law 42,763 .39%
firm since 1950, age 69.
Richard M. Gray Partner, Gray & Kelley, CPAs, since 42,763 .39%
1973. President & Director of
Universal Marion Corp. since 1973.
Age 64.
Robert J. Martin Vice President of the Company since 153,364 1.40%
April 1994. Vice President of Steak
House Construction Corporation, the
Company's wholly owned construction
subsidiary, since 1981. Age 68.
</TABLE>
- ---------------
* The Company mourns the recent death of long-time officer and director
William Stanley Smith, Jr. The Board of Directors intends to appoint a
qualified successor as soon as practical.
3
<PAGE> 6
(1) Included in such beneficial ownership are shares of Common Stock issuable
upon the exercise of certain options exercisable immediately or within
sixty (60) days of February 9, 1996, as follows: Lewis E. Christman, Jr.,
50,000 shares; Joseph M. Glickstein, Jr., 12,800 shares; Richard M. Gray,
12,800 shares; Robert J. Martin, 100,750 shares.
(2) The percentages represent the total of the shares listed in the adjacent
column divided by the issued and outstanding shares of Common Stock as of
February 9, 1996, plus any stock options or warrants exercisable by such
person within 60 days following February 9, 1996.
There are no family relationships between any of the nominees and executive
officers of the Company. There are no arrangements or understandings between any
director and any other person pursuant to which any of the nominees has been
nominated.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires certain officers of the Company and its directors, and
persons who beneficially own more than ten percent of any registered class of
the Company's equity securities, to file reports of ownership in such securities
and changes in ownership in such securities and with the Securities and Exchange
Commission (the "Commission") and the Company.
Based solely on a review of the reports and written representations
provided to the Company by the above referenced persons, the Company believes
that during 1995 all filing requirements applicable to its reporting officers,
directors and greater than ten percent beneficial owners were properly and
timely satisfied.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
The Executive Compensation Committee (the "Committee"), currently
consisting of directors Christman, Glickstein and Gray, uses the following
objectives as guidelines for its executive compensation decisions; to provide a
compensation package that will attract, motivate and retain qualified
executives; to ensure a compensation mix that focuses executive behavior on the
fulfillment of annual and long-term business objectives; and to create a sense
of ownership in the Company that causes executive decisions to be aligned with
the best interests of the Company's shareholders.
The Company's compensation package in 1995 for its executive officers
consisted of base salary and stock option grants. The Committee determined stock
option awards and salary level for the Company's Chief Executive Officer. The
Chief Executive Officer, in consultation with the Committee, makes decisions
regarding salary and annual bonuses and recommendations regarding stock option
grants to other executive officers of the Company.
General Compensation Policies
In general, base salary levels are set at the minimum levels believed by
the Company's Chief Executive Officer to be sufficient to attract and retain
qualified executives when considered with the other components of the Company's
compensation structure.
The Company's Chief Executive Officer, in consultation with the Executive
Compensation Committee adjusts salary levels for executive officers based on
achievement of specific annual performance goals, including personal,
departmental and overall Company goals depending upon each officer's specific
job responsibilities. The Chief Executive Officer also uses his subjective
judgment, based upon such criteria as the executive's knowledge of and
importance to the Company's business, willingness and ability to accomplish the
tasks for which he or she was responsible, professional growth and potential,
the Company's operating earnings and an evaluation of individual performance, in
making salary decisions. Compensation paid to executive officers in prior years
is also taken into account. No particular weighting is applied to these factors.
4
<PAGE> 7
Each of the Committee and Chief Executive Officer may determine that the
Company's financial performance and individual achievements merit the payment of
annual bonuses. In recent years, no bonuses have been awarded to any officers of
the Company.
The Committee determines annual stock option grants to executive officers,
other than the Chief Executive Officer, and other eligible employees based on
recommendations of the Chief Executive Officer. Stock options are intended to
encourage key employees to remain employed by the Company by providing them with
a long term interest in the Company's overall performance as reflected by the
market price of the Company's Common Stock. In making awards in 1996, the Chief
Executive Officer and the Committee considered, without assigning a particular
weighting, the number of options previously granted to the executive, the
executive's salary, the Company's performance and the need for a long term focus
on improving shareholder value.
The Committee will consider any federal income tax limitations on the
deductibility of executive compensation in reaching compensation decisions and
will seek shareholder approval where such approval will eliminate any
limitations on deductibility.
CEO Compensation
Considering the improved profitability of the Company in 1995, the
Company's successful debt restructuring, and the salary being paid to the
Company's prior Chief Executive Officer, the Committee decided to increase Mr.
Christman's salary from $90,000 to $130,000 effective June 20, 1995. In order to
provide an incentive to Mr. Christman, the Committee granted him an option to
purchase 200,000 shares of the Company's Common Stock an exercise price of $.40,
a price which was higher than the market price as of the date of the Company's
contractual agreement with Mr. Christman, exercisable over four years.
Respectfully Submitted,
Lewis E. Christman, Jr.
Joseph M. Glickstein, Jr.
Richard M. Gray
5
<PAGE> 8
EXECUTIVE PAY
The summary compensation table below sets forth a summary of the
compensation earned by the Company's chief executive officers from 1993 to 1995.
("Named Executives".)
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION ----------------------------------
----------------------------------------- SECURITIES
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY($)(1) BONUS($) COMPENSATION(2) OPTIONS # (3) COMPENSATION($)(4)
- ----------------------- ---- ------------ -------- --------------- ------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Lewis E. Christman,
Jr................... 1995 $109,538 -0- $20,000 200,000 $ 488
President & CEO 1994 63,794 -0- -0- 20,409 --
George F. Staudter..... 1994 $ 38,654 -0- -0- -- $ 20,000
President & CEO, 1993 26,769 -0- -0- 200,000 --
December 1993 to
April 1994
James W. Osborn........ 1993 $ 44,212 -0- -0- 9,000 $ 23,750
President & CEO,
January 1993 to
May 1993
Eddie L. Ervin, Jr..... 1993 $130,000 -0- $20,000 9,000 $ 1,887
Chairman of the
Board 1993,
President & CEO,
May 1993 to
December 1993
</TABLE>
Explanation of Columns:
(1) Salary: Total base salary paid during the year.
(2) Other Annual Compensation: All additional forms of cash and non-cash
compensation. The value of all personal benefits and perquisites received
by the named executives was less than the required reporting threshold,
except for automobile allowances of $20,000 paid to Mr. Ervin in 1993 and
$20,000 paid to Mr. Christman in 1995.
(3) Securities Underlying Options: Number of shares of Common Stock underlying
grants of options made during the year. The options issued to Mr. Osborn,
Mr. Ervin and Mr. Staudter expired upon their resignations.
(4) All Other Compensation: All other compensation that does not fall under any
of the aforementioned categories. Amounts shown include $20,000 as
severance payment to Mr. Staudter upon his resignation and $23,750 as
severance payment to Mr. Osborn upon his resignation.
6
<PAGE> 9
Option Grants And Exercises
The following table sets forth information concerning individual grants of
options to purchase the Company's Common Stock made to the named executives in
1995:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
%
TOTAL POTENTIAL REALIZABLE
OPTIONS VALUE AT ASSUMED
NUMBER OF GRANTED ANNUAL RATES OF STOCK PRICE
SECURITIES TO APPRECIATION FOR OPTION
UNDERLYING EMPLOYEES EXERCISE MARKET OPTION TERM(3)
OPTIONS IN FISCAL PRICE PRICE EXPIRATION ----------------------------
NAME GRANTED YEAR ($SH) ($SH) DATE 0%($) 5%($) 10%($)
- ----------------------------- ---------- --------- -------- ------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lewis E. Christman, Jr.(1)... 200,000 21.3% $ .40 $0.8125 8/15/05 $ 82,500 $184,695 $341,483
Robert F. Scott(1)........... 100,000 10.7 0.40 0.8125 8/15/05 41,250 92,347 170,742
Robert F. Scott(2)........... 16,000 1.7 0.75 0.7500 9/05/05 -- 7,546 19,125
Robert J. Martin(1).......... 50,000 5.3 0.40 0.8125 8/15/05 20,625 46,174 85,370
Robert J. Martin(2).......... 16,000 1.7 0.75 0.7500 9/05/05 -- 7,546 19,125
Edward B. Alexander(1)....... 50,000 5.3 0.40 0.8125 8/15/05 20,625 46,174 85,370
Edward B. Alexander(2)....... 16,000 1.7 0.75 0.7500 9/05/05 -- 7,546 19,125
---------- --------- ---------- -------- --------
</TABLE>
- ---------------
(1) Options granted on August 25, 1995, all of which are exercisable on that
date, pursuant to the Company's 1995 Long Term Incentive Plan. Options
expire 10 years from the date of grant.
(2) Options granted on September 5, 1995, all of which are exercisable on that
date, pursuant to the Company's 1995 Long Term Incentive Plan. Options
expire 10 years from the date of grant.
(3) The dollar amount under the columns assumes that the market price of the
Common Stock from the date of the option grant appreciates at cumulative
annual rates of 0%, 5% and 10%, respectively, over the option term of ten
years. The assumed rates of 5% and 10% were established by the Securities
and Exchange Commission and therefore are not intended to forecast possible
future appreciation of the Common Stock.
7
<PAGE> 10
Option Exercises And Year-End Option Value
The following table sets forth information concerning the number of
unexercised options to purchase the Company's common stock held by the named
executives at fiscal year end.
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR, AND YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
SECURITIES
UNDERLYING VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED YEAR-END(#) YEAR-END($)
ON EXERCISE VALUE ------------------ ------------------
IN 1995 REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------------------ ----------- -------- ------------------ ------------------
<S> <C> <C> <C> <C> <C> <C>
Lewis E. Christman, Jr.................... -- -- 50,000 / 150,000 $19,063 / 57,188(1)
Robert F. Scott........................... -- -- 25,000 / 75,000 9,531 / 28,594(1)
Robert F. Scott........................... -- -- -- / 16,000 -- / 500(2)
Robert J. Martin.......................... -- -- 12,500 / 37,500 4,766 / 14,297(1)
Robert J. Martin.......................... -- -- -- / 16,000 -- / 500(2)
Edward B. Alexander....................... -- -- 12,500 / 37,500 4,766 / 14,297(1)
Edward B. Alexander....................... -- -- -- / 16,000 -- / 500(2)
</TABLE>
- ---------------
(1) Market value of underlying securities at year end ($.781 at January 3,
1996), minus the exercise price of $.40 or (2) $.75.
EMPLOYMENT AGREEMENTS
In June 1995, the Company entered into an employment agreement with Lewis
E. Christman, Jr., providing for compensation of $130,000 per year, with bonuses
to be awarded by the Board of Directors in its discretion, and a $20,000 car
allowance every two years. Additionally, the contract provides for the grant of
an option to purchase 200,000 shares of the Company's Common Stock at an
exercise price of $.40 per share.
In June 1995, the Company entered into an employment agreement with Robert
F. Scott, providing for compensation of $90,000 per year, with bonuses to be
awarded by the Board of Directors in its discretion and a provision to lease an
automobile for the benefit of the employee. Additionally, the contract provides
for the grant of an option to purchase 100,000 shares of the Company's Common
Stock at an exercise price of $.40 per share.
In June 1995, the Company entered into an employment agreement with Robert
J. Martin, providing for compensation of $65,000 per year, with bonuses to be
awarded by the Board of Directors in its discretion. Additionally, the contract
provides for the grant of an option to purchase 50,000 shares of the Company's
Common Stock at an exercise price of $.40 per share.
In April 1995, the Company entered into an employment agreement with Edward
B. Alexander, providing for compensation of $75,000 per year, with bonuses to be
awarded by the Board of Directors in its discretion. Additionally, the contract
provides for the grant of an option to purchase 50,000 shares of the Company's
Common Stock at an exercise price of $.40 per share.
8
<PAGE> 11
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
The Securities and Exchange Commission requires a five-year comparison of
stock price performance of the Company with both a broad equity market index and
a published industry index or peer group. The Company's total return compared
with the NASDAQ market index and the Media General Restaurant Index is shown on
the following graph. The Media General Restaurant Index includes 243 publicly
held restaurant companies.
This graph assumes that $100 was invested on January 2, 1991 and all
dividends were reinvested in the Company's Common Stock and the other indices.
[GRAPH]
<TABLE>
<CAPTION>
Family Steak
Measurement Period Houses of Industry In-
(Fiscal Year Covered) Florida dex Broad Market
<S> <C> <C> <C>
1991 100.00 100.00 100.00
1991 120.00 128.10 128.38
1992 85.01 157.44 129.64
1993 80.00 172.03 155.50
1994 45.01 154.88 163.26
1995 125.01 211.66 211.77
</TABLE>
The preceding sections entitled "Report of the Compensation Committee" and
"Comparison of Five-Year Cumulative Total Return" shall not be deemed
incorporated by reference as a result of any general statement incorporating by
reference this Proxy Statement into any filing under the Securities Act of 1933,
as amended (the "Securities Act"), or under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), except to the extent that the Company
specifically incorporates these sections by reference, and shall not otherwise
be deemed to be filed under the Securities Act or Exchange Act.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Audit Committee has recommended to the Board of Directors that the
accounting firm of Deloitte & Touche, LLP be engaged as independent auditor for
the Company for 1996. The firm of Deloitte & Touche, LLP, served as the
independent accountants for the Company for the fiscal year ending January 3,
1996. That firm has served as the auditor for the Company since 1991.
Representatives of Deloitte & Touche are expected to be present at the annual
meeting of shareholders to respond to appropriate questions.
2. Proposal to Change Company Stock Listing
The Company's common stock currently trades on NASDAQ under the ticker
symbol "RYFL". However, stock listings in various periodicals report market
activity in the Company's stock under the abbreviation "FamStk". The Company has
received a shareholder proposal that the Company change its listing from
"FamStk" to "RyanFL". The Company has determined that such a change can be
accomplished at minimal cost. The shareholder proposal indicates that they
believe a change in the Company's stock listing is advantageous for several
reasons. First, they believe the investing public identifies the Company as a
franchisee of Ryan's Family Steak Houses. Therefore, they believe that existing
and prospective investors are more inclined to look for a listing of the
Company's stock under a listing bearing some resemblance to the Ryan's name. The
shareholder does not believe that most existing and prospective investors are
familiar with the Company's actual corporate name, Family Steak Houses of
Florida, Inc., and therefore do not readily
9
<PAGE> 12
locate information regarding market activity in the Company's common stock under
the listing "FamStk". The shareholder also believes that the Company can gain
some synergy from a stock listing in closer approximation to the stock listing
information of its franchisor, Ryan's Family Steak Houses, Inc. Notwithstanding
these advantages, the Company has a concern that some confusion among investors
may develop if a change in listing is implemented without adequate notice,
particularly to existing shareholders. Therefore, although shareholder approval
is not required for the Company to adopt this change in its stock listing, the
Company hereby submits the proposal to the shareholders for a vote in an effort
to accommodate the desires of shareholders and provide adequate notice of the
proposed change.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THIS PROPOSAL.
3. Other Matters
The Board of Directors is not aware of any other matters to come before the
meeting. If any other business should come before the meeting, the persons named
on the enclosed proxy will have discretionary authority to vote such proxy in
accordance with their best judgment.
SHAREHOLDER PROPOSALS
Proposals of shareholders to be presented at the 1997 Annual Meeting of
Shareholders must be received at the Company's executive offices by November 15,
1996, to be considered for inclusion in the Company's proxy materials relating
to that meeting.
SOLICITATION OF PROXIES
This proxy is solicited by the Board of Directors of the Company. The cost
of soliciting proxies will be borne by the Company. Following the original
mailing of the proxy solicitation material, regular employees of the Company may
solicit proxies by mail, telephone or telegraph. The Company may request
brokerage houses and other nominees or fiduciaries to forward copies of its
proxy material and Annual Report to beneficial owners of stock held in their
names, and the Company may reimburse them for reasonable out-of-pocket expenses
incurred with respect to such action.
By Order of the Board of Directors
/s/ Lewis E. Christman, Jr.
------------------------------------
Lewis E. Christman, Jr.
President and CEO
Date: May 1, 1996
10
<PAGE> 13
Appendix A
FAMILY STEAK HOUSES OF FLORIDA, INC.
2113 Florida Boulevard, Neptune Beach, Florida 32266
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Lewis E. Christman, Jr. and Edward B.
Alexander (the "Proxy Agents"), and each of them individually, the attorneys,
agents, and proxies of the undersigned with full power of substitution, to vote
all of the shares of stock of Family Steak Houses of Florida, Inc. (the
"Company"), owned by the undersigned on May 1, 1996, at the 1996 Annual Meeting
of Shareholders of the Company, to be held at 10:00 a.m. on June 18, 1996 and
any adjournment thereof, with all powers that the undersigned would possess if
personally present, pursuant to the following directions:
(Continued and to be signed on the reverse side)
-FOLD AND DETACH HERE-
<PAGE> 14
<TABLE>
<S> <C>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. Please mark /X/
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3. your votes as
indicated in
this example
</TABLE>
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS Lewis E. Christman, Jr., Joseph M. Glickstein, Jr., Richard M. Gray and
Robert J. Martin
FOR all nominees WITHHOLD
listed (except as AUTHORITY (To withhold authority to vote for any individual nominee, strike out that
marked to the to vote for all nominee's name.)
contrary at right) nominees listed at right
/ / / /
2. PROPOSAL TO CHANGE COMPANY STOCK LISTING 3. OTHER MATTERS
FOR the proposal to change company stock listing. FOR Proxy Agents to vote in their discretion as to such other matters as
AGAINST PROPOSAL to change company stock listing. may properly come before the meeting.
WITHOLD AUTHORITY for proxy holders to vote in their discretion as to such
FOR AGAINST ABSTAIN other matters as may properly come before the meeting.
/ / / / / /
WITHHOLD
FOR AUTHORITY
/ / / /
The undersigned hereby revokes any proxy heretofore
given with respect to said stock and acknowledges
receipt of the Notice of Annual Meeting and Proxy
Statement dated May 1, 1996.
---------------------------------------------------
Signature(s)
---------------------------------------------------
DATED: , 1996
---------------------------------------
IMPORTANT: Please date this proxy and sign exactly
as your name or names appear(s) hereon. If the
shares are held jointly, signatures should include
both names. Personal representatives, executors,
guardians and others signing in a representative
capacity should give full title. PLEASE RETURN
PROMPTLY IN THE ACCOMPANYING ENEVELOPE.
- -----------------------------------------------------------------------------------------------------------------------------------
-FOLD AND DETACH HERE-
</TABLE>
