STOP!
URGENT MESSAGE TO FAMILY STEAKHOUSES OF FLORIDA SHAREHOLDERS
Dear Shareholders:
PLEASE DO NOT RETURN ANY FORMS SENT TO YOU BY BISCO, UNTIL YOUR BOARD
OF DIRECTORS PROVIDES YOU WITH FURTHER INFORMATION ON BISCO'S
CONSENT SOLICITATION AND OFFER.
Your Board strongly urges you to ignore any materials sent to you by Glen Ceiley
or Bisco Industries, Inc. until you receive certain materials from your Board.
These materials will reiterate why your Board believes you should not tender
your shares to Bisco and explain the Board's recommendations regarding Bisco's
consent solicitation. Please wait for the delivery of these materials before you
make any decisions.
HAVE YOU TENDERED YOUR SHARES TO BISCO'S OFFER AND STILL NOT SEEN ANY MONEY?
We are not surprised. More than 75% of the shareholders declined to tender their
shares indicating that they agree with the Board that Bisco's offer is
inadequate and does not maximize shareholder value for our shareholders.
However, Bisco may continue to hold your shares without paying for them as long
as it chooses to keep the tender offer open. If you tendered your shares already
and wish to withdraw them from the Bisco offer, please fill out the enclosed
YELLOW WITHDRAWAL FORM and mail it in the enclosed envelope.
NOT ONLY DO MOST SHAREHOLDERS AGREE THAT BISCO'S OFFER IS INADEQUATE, BUT SO
DOES CHARLES D. WAY, PRESIDENT AND CEO OF RYAN'S FAMILY STEAK HOUSES, INC.
In a letter to me dated March 18, 1997, Mr. Way shared his concerns about
Bisco's offer:
"As franchisor, Ryan's does not view favorably the tender offer from Bisco
Industries, Inc. Ryan's has developed a close working relationship with the
current management team at Family Steak Houses of Florida, Inc. and has
confidence in their ability to run the Company. Ryan's is not familiar with
Bisco, but based on the tender offer submitted, it appears that Bisco has
no experience in the restaurant industry, which is troubling to Ryan's.
Ryan's is also concerned about Bisco contemplating closing restaurants and
notes that if the number of Ryan's restaurants operated by the Company
falls below 24, the Company will lose its rights as the exclusive
franchisee for Ryan's in North and Central Florida. Overall, Ryan's
supports the current management of Family Steak Houses of Florida, Inc."
If you have any questions about Bisco's offer or need assistance in withdrawing
your shares from the offer, please call our proxy solicitor, Corporate Investor
Communications, Inc., at (800) 346-7885.
Yours truly,
Lewis E. Christman, Jr.
President and Chief Executive Officer
