June 18, 1997
Dear Shareholders:
Hopefully this will be my last letter to you regarding the wasteful and
time-consuming Bisco takeover attempt. We appreciate the support we have
received from most of you throughout this process, and hope that Mr. Ceiley will
finally realize that the majority of shareholders DO NOT want a corporate raider
to obtain control of their Company.
It is interesting to note that in Bisco's latest letter they decided to correct
some of their previous misrepresentations, although they still do not tell the
whole story. Some of these are:
1. "A large number of your fellow shareholders believe the offer is
fair." In reality, Bisco has convinced a few shareholders with a large
number of shares to vote for their consent solicitation - but most
shareholders have supported management by refusing to send in any
Bisco gold cards. In one case, Bisco even agreed to buy 330,800 shares
from a shareholder in order to get his consent. This same shareholder
had been vigorously in support of management. Is this the kind of
influence you want in your Company?
2. "I want to invest money, not waste it." Mr. Ceiley now admits that his
previous statement about the company spending $200,000 was not based
on fact. However, he has not yet admitted that every dollar spent by
the Company was as a result of his actions!
3. Mr. Ceiley touts Bisco's results, but doesn't respond to the Company's
question regarding whether his numbers are audited. In any event, what
does his purported success running a hardware company have to do with
increasing shareholder value at a restaurant company?
4. As we have pointed out earlier, Mr. Ceiley now admits that other
factors may have led to the price increases at the companies where his
previous corporate raids failed. The only reason he hasn't yet "looted
or raided your company" is because our shareholders haven't given him
the consent to do so! His previous raid attempts have not helped those
companies, nor will they help your Company now.
5. Mr. Ceiley's analysis of the stock price in relation to his tender
offer is puzzling. The fact is that the stock traded at $.88 the day
before his $.90 offer, and actually traded higher on average for the
10-day period before his offer than it has since his offer. So how has
his offer helped support the price of the stock?
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Mr. Ceiley asks, "How will this end?" He has told you several times before that
he expected to have enough shares tendered, only to extend his offer again and
again because of a lack of shareholder support. Let's answer Mr. Ceiley's
questions by giving him a clear message - that the shareholders have not
supported his takeover, and would like to have him stop disrupting the Company's
business. To send this message, this is what you need to do:
o Do not return the GOLD consent card sent to you by Bisco, even to vote
against their proposals. If you have already done so, please mark the
REVOCATION box on the enclosed WHITE revocation of the consent card,
sign and date the form and return it in the postage-paid envelope
provided.
o If your shares are held through a bank or broker, please contact your
representative at that firm and request that the representative
execute the WHITE revocation of consent card on your behalf.
o Do not tender your shares to Bisco. If you have already done so, you
can have your shares returned to you by completing the YELLOW Notice
of Withdrawal previously mailed to you.
If you require any assistance, please call our proxy solicitor, Corporate
Investor Communications, at (800) 932-8498.
Sincerely,
Family Steak Houses of Florida, Inc.
Lewis E. Christman, Jr.
President & CEO
