SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-ll(c) or
Section 240.14a-12
Family Steak Houses of Florida, Inc.
(Name of Registrant as Specified In Its Charter)
Bisco Industries, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-1 I(c)(l)(ii), 14a-6(i)(1), or
14a-6(i)(2).
[ ] $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:
4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-1 I(a)(2) and identify the filing for
which the offering 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:
CONSENT SOLICITATION STATEMENT
OF
BISCO INDUSTRIES, INC.
This Consent Solicitation Statement (the "Consent Statement")
and the accompanying form of written consent are furnished by Bisco
Industries, Inc., an Illinois corporation ("Bisco"), in connection
with the solicitation by Bisco from the holders of shares of common
stock, par value $.01 per share (the "Shares"), of Family Steak
Houses of Florida, Inc., a Florida corporation (the "Company"), of
written consents ("Consents") to take the following actions
(collectively, the "Proposals") without a shareholders' meeting, as
permitted by Florida law:
1. To repeal the Amended and Restated Bylaws recently
adopted by the Board of Directors (the "Board") and any
other bylaws or amendments to bylaws adopted without
shareholder approval subsequent to November 27, 1985 and
prior to the effectiveness of the actions taken by the
Consents (the "Bylaws Repeal Proposal"). The bylaws
adopted by the Board on November 27, 1985 shall become
the Company's bylaws, subject to the amendments proposed
herein;
2. To amend the Company's bylaws to provide that Section
607.0902 of the Florida Business Corporation Act (the
"Control Share Act") shall not apply to control share
acquisitions of shares of the Company (the "Control Share
Proposal");
3. To amend the Company's bylaws to require the Company to
redeem the "poison pill" recently adopted by the Board
and require prior shareholder approval for adoption of
any "poison pill" or similar anti-takeover measure in the
future (the "Proposal to Revoke Poison Pill"); and
4. To amend the Company's bylaws to provide that the bylaws
shall not be subject to amendment or repeal by the Board
(the "Further Bylaws Proposal").
On March 6, 1997, Bisco commenced a tender offer to purchase
(the "Offer") up to 2,600,000 Shares for $0.90 net per Share in
cash, upon the terms and subject to the conditions set forth in an
Offer to Purchase dated March 6, 1997, as amended from time to time
(the "Offer to Purchase"), and the related Letter of Transmittal
(the "Letter of Transmittal"). As more fully described below in
this Consent Statement, adoption of the Proposals is necessary,
among other things, to ensure that shareholders who desire to
tender their Shares to Bisco pursuant to the Offer will have the
opportunity to do so. See "Background and Reason for the
Solicitation." Bisco currently does not intend to accept shares
for payment pursuant to the Offer unless the proposals are adopted.
YOUR FUTURE SHAREHOLDER VALUE IS AT STAKE. BISCO URGES YOU TO SIGN,
DATE AND RETURN THE ACCOMPANYING GOLD CONSENT FROM TODAY, WHETHER
OR NOT YOU INTEND TO TENDER YOUR SHARES PURSUANT TO THE OFFER.
The record date for the Consent solicitation is April 30, 1997
(the "Record Date"). Each Proposal will be adopted if the holders
of a majority of the outstanding Shares at the close of business on
the Record Date submit Consents to such Proposal. See "General
Information About Solicitation of Consents-Record Date" and "-
Consents Required; Effectiveness." This Consent Statement and the
accompanying GOLD Consent form are first being furnished to
shareholders on or about April 29, 1997.
If your Shares are held in the name of a brokerage firm, bank,
nominee or other institution, only that entity can execute a
Consent. Accordingly, please contact the person responsible for
your account and give instructions for a Consent to be signed
representing your Shares. Bisco urges you to confirm in writing
your instructions to the person responsible for your account and to
provide a copy of those instructions to Garland Associates, Inc.,
so that Bisco will be aware of all instructions given and can
attempt to ensure that such instructions are followed.
QUESTIONS CONCERNING THIS CONSENT STATEMENT OR THE ACCOMPANYING
CONSENT SHOULD BE DIRECTED TO GARLAND ASSOCIATED, INC., (800) 455-
6034 (TOLL FREE) OR (212) 866-0095 (COLLECT).
BACKGROUND AND REASON FOR THE SOLICITATION
Bisco's Tender Offer
On March 6, 1997, Bisco commenced the Offer for up to
2,600,000 Shares for $0.90 net per Share in cash. The purpose of
the Offer is to acquire a significant equity interest in the
Company and to influence the management and direction of the
Company. Bisco has no present intention to seek to acquire the
entire equity interest in the Company or to consummate a merger or
other business combination transaction between the Company and
Bisco or any of its affiliates. The Offer is subject to certain
terms and conditions described in the Offer to Purchase, including
that (i) Bisco shall be satisfied, in its reasonable discretion,
that the Control Share Act is inapplicable to the Offer, or that
the Control Share Act will not deny voting rights to the Shares
acquired by Bisco in the Offer (the "Control Share Condition"),
(ii) the Company shall not have issued, distributed or sold, or
authorized or proposed the issuance, distribution or sale of,
additional Shares (subject to certain exceptions), shares of any
other class of capital stock or other equity interests, other
voting securities, debt securities or any securities convertible
into, or rights, warrants or options, conditional or otherwise, to
acquire, any of the foregoing, and (iii) the Company's Articles of
Incorporation and Bylaws shall not have been amended.
On March 4, 1997, the last full trading day prior to the
commencement of the Offer and public announcement of the terms of
the Offer, the closing sales price per Share on the Nasdaq National
Market was $0.875. On April 24, 1997, the closing sales price per
Share on The Nasdaq National Market was $0.8125. Shareholders are
urged to obtain a current market quotation for the Shares.
Under the guise of protecting the shareholder's interests, the
Board has refused to "opt out" of the Control Share Act to allow
Bisco to vote any Shares it may acquire in the Offer and has
adopted several anti-takeover measures in response to the Offer,
including a "poison pill." See "-The Board's Response to the
Offer." As a result of the Board's actions, Bisco's acquisition of
Shares pursuant to the Offer, in the absence of the shareholders
consenting to the actions described herein or the Board agreeing to
the Offer, would be impracticable. Bisco currently contemplates
that Shares will not be accepted for payment pursuant to the Offer
until all of the conditions of the Offer, including those described
above, have been satisfied.
Complete information about the Offer is contained in the Offer
to Purchase, which is available upon request from the Information
Agent for the Offer, Garland Associates, Inc., and in the Tender
Offer Statement on Schedule 14D-1, which was filed by Bisco with
the Securities and Exchange Commission (the "Commission") on March
6, 1997, as amended (the "Schedule 14D-1"). Pursuant to Rule 14d-5
under the Securities Exchange Act of 1934, as amended, the Company
elected to mail Bisco's tender offer materials to holders of the
Shares. Bisco believes that the Company has mailed to each holder
of Shares the copies of the Offer to Purchase and the related
Letter of Transmittal and other tender offer materials that Bisco
furnished to the Company. The Schedule 14D-1 may be obtained from
the Commission, upon payment of the Commission's customary charges,
by writing to its principal office at 450 Fifth Street, N.W.,
Judiciary Plaza, Room 1024, Washington, D.C. 20549. The Schedule
14D-1 is also available for inspection and copying at the
Commission's principal office at the above address and at its
regional offices at Seven World Trade Center, 13th Floor, New York,
New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661, and may be accessed electronically
on the World Wide Web at http://www.sec.gov.
THIS CONSENT STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF
SHARES, NOR AN OFFER WITH RESPECT THERETO. THE OFFER IS BEING MADE
ONLY BY MEANS OF THE OFFER TO PURCHASE AND THE RELATED LETTER OF
TRANSMITTAL.
The Board's Response to the Offer
On March 19, 1997, the Board responded to the Offer. The
Company filed a Solicitation/Recommendation Statement on Schedule
14D-9 (such statement, as subsequently amended on March 20, 1997,
is referred to herein as the "Schedule 14D-9") and a Registration
Statement on Form 8-A (such registration statement, as subsequently
amended on March 20, 1997, is referred to herein as the "Form 8-A")
on that date.
According to the Schedule 14D-9, the Board decided at a March
18, 1997 meeting not to "opt out" of the Control Share Act with
respect to any Shares acquired by Bisco pursuant to the Offer. The
Schedule 14D-9 also disclosed that the Board had adopted an anti-
takeover plan commonly referred to as a "poison pill" (the "Poison
Pill"). The Poison Pill purportedly was adopted on February 11,
1997, although no disclosure of such adoption was made until March
19, 1997, almost two weeks after Bisco commenced the Offer. The
Schedule 14D-9 also disclosed that the Board had adopted Amended
and Restated Bylaws to implement certain anti-takeover measures.
The Board recommended that shareholders reject the Offer on
the basis that it had unanimously determined that the Offer was
"inadequate" and "not in the best interests of [the Company] and
its shareholders." The Board purportedly considered a variety of
factors in deciding to reject the Offer, including, among other
things, the range of values for the Company revealed in a valuation
study prepared by a nationally-recognized investment banking firm
(which concluded, after employing five different valuation
methodologies, that the $0.90 per Share offered by Bisco was
"within the range of value of the Company"). The Board determined
that it should explore negotiations with Bisco to better determine
Bisco's plans for the Company. The Board also determined that,
given additional time, it could negotiate a better deal than the
Offer and that the Company should attempt to increase the price per
Share in the Offer. However, management has never attempted to do
so during the several discussions management has held with Bisco's
representatives. See "-Bisco's Negotiations With Management."
MANAGEMENT HAS DONE NOTHING TO INCREASE YOUR SHAREHOLDER VALUE,
DESPITE THE LIP SERVICE GIVEN BY THE BOARD TO DEPLOYING THE "POISON
PILL" AND OTHER ANTI-TAKEOVER MEASURES AS A MEANS OF PROTECTING
YOU.
The Poison Pill
The following summary of the Poison Pill has been derived from
the descriptions of the Poison Pill contained in the Schedule 14D-9
and the Form 8-A, and reference is made to the Schedule 14D-9 and
the Form 8-A for a more complete description of the Poison Pill.
Under the Rights Agreement dated March 18, 1997 between the
corporation and ChaseMellon Shareholder Services, Inc., a copy of
which has been filed by the Company as an exhibit to the Form 8-A
(the "Poison Pill Agreement"), the Company will issue one right for
each Share outstanding or newly issued prior the Distribution Date
(as defined below). The rights trade with and are not separable
from the Shares until the Distribution Date. The rights become
exercisable and trade separately from the Shares upon the earlier
to occur of (a "Distribution Date"): (i) the tenth business day
after the date of public announcement that a person or group of
affiliated or associated persons have become the beneficial owners
of 15% or more of the outstanding Shares or voting securities
representing 15% or more of the total voting power (an "Acquiring
Person"), (ii) the tenth business day or such later date determined
by the Board of Directors after the first public announcement of a
tender or exchange offer, which, upon consummation, would result in
a person or a group being the beneficial owner of 15% or more of
the outstanding Shares (or 15% or more of the total voting power)
or (iii) the tenth business day after a majority of the Board who
are not officers of the Company have determined that a person is an
Adverse Person. The Poison Pill Agreement defines an "Adverse
Person" as a person who alone or together with its associates and
affiliates has become the beneficial owner of 10% of the
outstanding Shares or voting securities representing 10% of the
total voting power and the Board has determined, after reasonable
inquiry and investigation, that (i) such beneficial ownership is
intended to cause the Company to repurchase the Shares or voting
securities beneficially owned by such person or to cause pressure
on the Company to take action or enter into a transaction or series
of transactions intended to provide the person with short-term
financial gain not serving the interests of the shareholders or
(ii) the beneficial ownership is causing or reasonably likely to
cause a material adverse impact on the business or prospects of the
Company to the detriment of the Company's shareholders. According
to the Schedule 14D-9 and the Company's March 19, 1997 press
release, the Distribution Date will be April 15, 1997.
After the Distribution Date, the rights begin trading
separately from the Shares, and each right becomes exercisable for
one-hundredth of one share of Junior Participating Preferred Stock
of the Company at a price of $5.00 per one-hundredth of a share,
subject to adjustment. If (i) a person becomes the beneficial
owner of 15% or more of the then outstanding Shares or voting power
(except pursuant to certain business combinations discussed below
or an offer for all outstanding Shares and all other voting
securities which the independent and disinterested directors of the
Company determine to be fair to and otherwise in the best interests
of the Company and its shareholders) or (ii) any person is
determined to be an Adverse Person (either (i) or (ii) being a
"Flip-in Event"), each holder of a right (with the exception of an
Adverse or Acquiring Person) will thereafter have the right to
receive, upon exercise, Shares having a value equal to no less than
two times the exercise price of the right. Rights are not
exercisable following the occurrence of a Flip-in Event until such
time as the rights are no longer redeemable by the Company. In the
event of certain business combinations involving the Company, each
holder of a right may receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise
price of the right.
The Company may redeem each right for $0.001 at any time
before the earliest of (i) the tenth day after a person or group
becomes an Acquiring Person, (ii) the tenth day following the
Board's determination that a person is an Adverse Person or (iii)
March 17, 2007.
The Amended and Restated Bylaws
According to the Schedule 14D-9, the Amended and Restated
Bylaws were adopted "in response to the Offer." The material bylaw
revisions effected by the Amended and Restated Bylaws are: (i) the
establishment of a classified board of directors which divides the
Board into three classes, each of which serves for a three-year
term after an initial transition period (the "Classified Board
Bylaw"); (ii) a provision that no business may be brought before an
annual meeting of shareholders by a shareholder unless, among other
conditions, such shareholder provides certain advance notice to the
Company and complies with certain other procedures (the
"Shareholder Notice Bylaw"); (ii) a provision that requires a
shareholder who desires to nominate persons for election to the
Board to provide advance notice to the Company and comply with
certain other procedures (the "Director Nomination Bylaw"); and
(iv) a provision that requires a supermajority (80%) vote of
directors to fill any vacancy on the Board (the "Supermajority
Bylaw"). The Amended and Restated Bylaws also authorize the
Company to appoint an inspector of elections and an inspector of
written consents, for the purpose of determining the validity and
effect of proxies, consents and revocations and counting and
tabulating all votes, consents, waivers and releases. Reference is
made to the Form 8-A for a more complete description of the Amended
and Restated Bylaws, a copy of which has been filed by the Company
as an exhibit to the Form 8-A.
Bisco's Negotiations with Management
After the Board finally responded to the Offer on March 19,
1997, Glen F. Ceiley, Bisco's President and sole shareholder, held
several discussions with Lewis E. Christman, Jr. and Edward B.
Alexander, the Company's President and Chief Executive Officer and
its Chief Financial Officer, respectively, and the Company's
counsel. Bisco's purpose in engaging in these discussions was to
attempt to negotiate a "standstill" or similar agreement that would
permit Bisco to acquire Shares pursuant to the Offer free from the
restrictions of the Control Share Act and the defensive anti-
takeover measures adopted by the Board.
In a March 25, 1997 telephone conference, the Company's
counsel informed Mr. Ceiley that although the Board believed it had
put in place sufficient measures to "thwart" the Offer, management
was willing to engage in discussions with Bisco because it was
concerned about the cost and uncertainties should Bisco proceed
with the Offer despite these measures. Messrs. Christman and
Alexander and the Company's counsel then asked Mr. Ceiley numerous
questions concerning his intentions in acquiring Shares. As he had
previously responded when asked the same questions at the Board's
February 11, 1997 meeting, and as disclosed in the Offer, Mr.
Ceiley responded that he had been acquiring Shares because he felt
that the Shares were a good investment, and that he was interested
in acquiring additional Shares and playing a more active role in
the management of the Company. Mr. Ceiley assured management that
he had formulated no plans or proposals for the Company, including
for any merger, sale of assets or other business combination
transaction involving the Company, or any change in the Company's
management. Mr. Ceiley affirmed, however, that he did intend, as
indicated in the Offer, to review various possible business
strategies for the Company, which might include, assets sales or
other changes in the Company's business, corporate structure,
capitalization, operation or management. Mr. Ceiley also confirmed
his disclosures in the Offer that Bisco has no present intention to
seek to acquire the entire equity interest in the Company or to
consummate a merger or other business combination transaction
between the Company and Bisco or any of its affiliates.
During the same telephone conference, the Company's counsel
told Mr. Ceiley that management wanted to know "what will it take
to convince [Bisco] to go away." Mr. Ceiley did not directly
respond to this inquiry, as he took the question to suggest that if
Bisco stated a price, the Company might be willing to pay Bisco to
withdraw the Offer, which he was not interest in doing. The Board
never formally offered Bisco a cash payment to withdraw the Offer;
however, in later discussions, the Board did offer to grant Bisco
long-term warrants to purchase Shares as an inducement for Bisco to
not pursue the Offer or solicit shareholder consents. Mr. Ceiley
and Bisco's counsel instead reiterated that it was Bisco's desire
to acquire a more significant equity interest in the Company,
obtain Board representation commensurate with its increased equity
interest and explore strategies to maximize shareholder value. Mr.
Ceiley and management agreed to explore possible terms of an
agreement that might allow Bisco to increase its stake in the
Company and obtain Board representation in a manner that would be
acceptable to the Board. The Company's counsel suggested that one
element of such an agreement that might be attractive to the Board
would be for Bisco to agree to "vote with the Board" on matters
submitted to the shareholders.
The next telephone conference between Bisco and management
took place on March 26, 1997. The Company's counsel presented a
preliminary management proposal whereby the Company would issue to
Bisco warrants to purchase a number of Shares that, together with
its current ownership, would result in Bisco owning 20% of the
outstanding Shares, and the Board would appoint a Bisco
representative as a director. In exchange, Bisco would withdraw
the Offer, enter into a three-year "standstill" agreement with the
Company and agree to vote with the majority of the Board on any
business combination transaction. The Company's counsel indicated
that the proposal had not yet been considered by the Board and,
therefore, the precise terms and conditions of the warrants and the
"standstill" agreement would have to be the subject of further
discussion and agreement. Since Bisco had not previously
considered purchasing Shares directly from the Company, neither Mr.
Ceiley nor Bisco's counsel responded directly to management's
preliminary proposal. However, Mr. Ceiley indicated a willingness
to entertain the proposal, subject to a significantly shorter
"standstill" agreement. Bisco's counsel suggested that Bisco would
agree to any reasonable restrictions on its ability to vote its
Shares or influence control over the Board or the Company, but
would insist that any "standstill" agreement include the Board
"opting out" of the Control Share Act for purposes of the Offer and
rescinding the Poison Pill.
Management indicated that the Board continued to be concerned
about Bisco's intentions and plans for the Company, particularly in
light of a rumor Mr. Alexander had heard, to the effect that Mr.
Ceiley had a new management team lined up to replace current
management. Mr. Ceiley assured Messrs. Christman and Alexander
that he had no desire to run the Company himself and that he had
taken no actions, including identifying replacements for
management, with respect to the Company other than those that had
been disclosed in the Offer.
On April 2, 1997, Bisco and management held another telephone
conference. The Company's counsel stated that the Board was
comfortable with Bisco owning up to 20% of the outstanding Shares,
but would prefer that Bisco acquire such shares by investing in the
Company through the issuance of a warrant at current Share price
levels, rather than through the Offer. The parties discussed the
possible terms of "standstill" agreement, including the length of
the period Bisco would be restricted from taking certain types of
actions, the types of restrictions that Bisco would agree to abide
by during the restriction period. Mr. Ceiley understood from these
conversations that management had agreed in principal that Bisco
would be free following the end of any restriction period to
acquire additional Shares with full voting and other rights. As
such, Mr. Ceiley perceived that he and management were in agreement
on all significant terms of a "standstill" agreement. The
Company's counsel invited Bisco to send a written document
incorporating the terms discussed during the telephone conference.
Bisco delivered to the Company that same afternoon a written
summary of a proposed standstill agreement, the material terms of
which were as follows:
. The Company would issue to Bisco five-year warrants (the
"Warrants") to purchase 20% of the Shares (on a fully diluted
basis), at an exercise price equal to the average of the
closing prices for the Shares during the ten trading days
prior to issuance. The Warrants would not be exercisable for
15 months (the "Restriction Period"), unless the Board or a
shareholder not affiliated with Bisco (an "Independent
Shareholder") submitted a proposal for consideration by the
shareholders.
. Bisco would withdraw the Offer, limit its further
purchase of Shares during the Restriction Period to open
market or privately negotiated purchases and limit its
Share ownership during the Restriction Period to no more
than 25% (including the Warrants) of the Shares (on a
fully diluted basis).
. Designees of Bisco would be appointed to constitute at
least 20% of the entire Board.
. The Board would "opt out" of the Control Share Act with
respect to Shares acquired by Bisco or its affiliates, whether
pursuant to the Warrants or otherwise.
. Bisco would withdraw its shareholder proposal to adopt a
bylaws amendment making the Control Share Act inapplicable to
the Shares generally, and would agree that, during the
Restriction Period, it would not (A) commence a tender offer
for Shares, (ii) engage in any "affiliated transactions" with
the Company, (iii) commence any proxy or consent solicitation,
except if in response to a proposal by the Board or an
Independent Shareholder, or (iv) introduce proposals for
inclusion in the Company's proxy materials for the 1997 and
1998 annual meetings.
. The Board would take immediate action to remove or
rescind the recently adopted anti-takeover measures
(including, if necessary, to redeem any rights issued pursuant
to the Poison Pill Agreement), and would agree not to adopt or
propose for adoption by the shareholders other anti-takeover
measures (including articles or bylaws amendments, change in
control agreements with officers, directors or third parties).
The Company would also agree not to adopt new management
compensation plans or benefits (including change in control
agreements) during the Restriction Period.
On April 4, 1997, the Company's counsel notified Bisco's
counsel that the Board had unanimously rejected Bisco's proposal.
In particular, the Company's counsel indicated that the Board was
unwilling to allow Bisco to acquire more than 20% of the
outstanding Shares and would not agree to "opt out" of the Control
Share Act with respect to Bisco's acquisitions of Shares or rescind
the various anti-takeover measure it had recently adopted. The
Company's counsel also indicated that the Board did not believe
that a significant number of shareholders would tender their Shares
in the Offer or support Bisco in its proposed consent solicitation.
MANAGEMENT NOT ONLY WANTS TO RESTRICT BISCO'S SHARE OWNERSHIP TODAY
BUT ALSO WANTS BISCO TO NEGOTIATE WITH THE BOARD AGAIN IN SEVERAL
YEARS IF IT WANTS TO ACQUIRE ADDITIONAL SHARES.
At 5:00 p.m., New York City time, on April 4, 1997, the
original expiration date of the Offer, 1,048,466 Shares had been
tendered pursuant to the Offer. On April 7, 1997, Bisco issued a
press release announcing that it had extended the expiration date
of the Offer until 5:00 p.m., New York City time, on April 11,
1997. Following that announcement, Mr. Ceiley called Mr. Christman
to inform him that Bisco intended to proceed with the Offer, and to
solicit consents from the shareholders to amend the Company's
bylaws to "opt out" of the Control Share Act. Messrs. Ceiley and
Alexander agreed to maintain an open dialogue between them and to
continue to seek common grounds for a settlement agreement.
On April 8, 1997, Mr. Ceiley informed Mr. Christman that Bisco
would be willing to address the Board's concern by limiting Bisco's
Share ownership over the next fifteen months to 20% and its ability
to vote its Shares during that period. Mr. Ceiley also suggested
that he continued to be willing to have other reasonable
restrictions imposed on Bisco's Share ownership during that period,
but that he felt that Bisco should be free of all restrictions,
including the Control Share Act and the Poison Pill, at the end of
any restriction period. Mr. Christman informed Mr. Ceiley on April
9, 1997 that the Board was not prepared to exempt Bisco from the
operation of the Poison Pill and had unanimously rejected Bisco's
settlement offer.
BISCO BELIEVES THAT MANAGEMENT AND THE BOARD HAVE FAILED TO
NEGOTIATE IN GOOD FAITH. DESPITE BISCO'S WILLINGNESS TO MEET
MANAGEMENT'S CONCERNS OVER THE LEVEL OF BISCO'S SHARE OWNERSHIP AND
DESPITE BISCO'S WILLINGNESS TO ENTER INTO REASONABLE RESTRICTIONS
ON ITS SHARE OWNERSHIP, THE BOARD REFUSES TO ALLOW BISCO TO ACQUIRE
SHARES OR EXERCISE ITS SHAREHOLDER RIGHTS.
As of the close of business on April 11, 1997, 2,048,310
Shares had been tendered pursuant to the Offer. On April 14, 1997,
Bisco issued a press release announcing that it had extended the
expiration date of the Offer until 5:00 p.m., New York City time,
on May 9, 1997.
Reason for the Solicitation
Bisco is soliciting consents to adopt the Proposals so that it
may consummate the Offer, but also so that if any other substantial
offer is made to acquire Shares, the shareholders will have the
ultimate decision on whether to accept the offer, not the Board.
The Board's recent actions have limited your options as a
shareholder and have done nothing to enhance shareholder value.
BISCO URGES ALL SHAREHOLDERS TO AFFIRM THEIR RIGHT TO DECIDE THE
COMPANY'S FATE BY CONSENTING TO EACH OF BISCO'S PROPOSALS.
Bisco believes that the Board's recent actions are a "knee
jerk" response to the Offer, do not consider or further the
interests of the shareholders and have been adopted solely to
create impediments to the Offer. The Poison Pill was unilaterally
adopted by the Board and effectively prevents the acquisition of
more than 10% of the outstanding Shares without the approval of the
Board. According to the Company's March 19, 1997 press release,
the Poison Pill was designed "to deter coercive and unfair takeover
tactics (emphasis added)." Similarly, the Schedule 14D-9 describes
the Board's purpose for adopting the Amended and Restated Bylaws as
being "to help protect the Company and its shareholders from
coercive tactics proposed by [Bisco] or other persons seeking to
exert control over the Company (emphasis added)."
BISCO HAS NOT ENGAGED IN ANY "COERCIVE" OR "UNFAIR" TACTICS. YOU
ARE NOT BEING FORCED TO DO ANYTHING BY BISCO. BISCO'S OFFER IS
OPEN TO ANY SHAREHOLDER WHO VOLUNTARILY DESIRES TO SELL THEIR
SHARES.
Bisco believes anti-takeover defenses like "poison pills," the
Control Share Act and classified boards reduce shareholder value
over the long run by entrenching management and by reducing the
probability that someone, like Bisco, will make a bid for Shares at
a price above market value. Bisco further believes that when an
offer is made to acquire Shares, the shareholders should have the
final word on whether the offer is accepted, not the Board. Absent
a "poison pill," a bidder such as Bisco could make an offer to all
shareholders to buy their Shares at a fixed price above the market
value without prior approval of the Board. Shareholders have the
option to accept the offer and tender their Shares or reject the
offer if they believe the premium offered is insufficient. With a
"poison pill" in place, a bidder must de facto receive Board
approval prior to making an offer to shareholders. Absent that
approval, the Board can declare the bidder unfriendly and trigger
the "poison pill."
Bisco believes that it is the shareholders (who are the true
owners of the Company) who should have the right to decide what is
or is not a fair price for their Shares and whether to accept or
reject an offer for their Shares, not the directors (who merely act
as agents for the owners). The Board's recently adopted anti-
takeover measures and its actions in response to the Offer have
taken these decisions away from the shareholders. Moreover, the
Board's recent actions, including adoption of a "poison pill" and
its refusal to "opt out" of the Control Share Act, enable the Board
to block a shareholder such as Bisco from offering to acquire
additional Shares even if a substantial number of shareholders
desire to accept such an offer. Bisco believes that the Board's
recent actions are clear evidence of the Board's desire to entrench
itself to the detriment of all shareholders. Bisco urges all
shareholders to consent to the Proposals, which will allow the
shareholders to decide for themselves whether the Offer is in their
best interests.
Bisco also believes that all public company shareholders,
including the Company's shareholders, should have equal voting
rights, regardless of the number of shares owned. Bisco further
believes that the Control Share Act decreases the attractiveness of
the Shares in the public market and may limit the ability of a
shareholder to receive a premium for his Shares, because it is
unlikely that any investor will purchase a significant number of
Shares unless it is certain to be able to exercise full voting
rights for such Shares. The Control Share Act therefore makes it
likely that the shareholders will never have the opportunity to
sell their Shares to an investor, such as Bisco, who is willing to
purchase a significant number of Shares at a premium over the
recent historical market prices for the Shares, unless management
wants the investor as a significant shareholder. If management
does not want the investor as a significant shareholder and refuses
to grant such shareholder voting rights, the shareholders can
overrule management by a majority vote of the disinterested
shareholders (i.e., the shareholders who are not affiliated with
the significant shareholder or with management), thus obviating the
need to obtain Board approval for the significant shareholder to
have voting rights. However, Bisco believes that even though the
Company's disinterested shareholders can grant voting rights for
Shares otherwise subject to voting restrictions under the Control
Share Act, no significant investor is likely to offer to purchase
Shares or offer a premium for the Shares unless it is certain to be
able to exercise full voting rights, and that the best way to
provide that certainty is for the Company to "opt out" of the
Control Share Act.
Shareholders should be aware that the adoption of the
Proposals will result in the repeal of all of the Poison Pill and
other anti-takeover measures recently adopted by the Board and
that, without such anti-takeover measures, it is possible that the
Board and the shareholders would be unable to prevent acquisitions
of a significant number of Shares by persons whose ownership or
intentions they believe are not in the best interests of the
Company or its shareholders. This could also result in change in
control of the Company without the approval of the Board or other
shareholders. Bisco believes, however, that even without the
Poison Pill and other anti-takeover measures or the provisions of
the Control Share Act, the shareholders are adequately protected
from unfair takeover tactics or affiliated transactions by existing
provisions of Florida law and the Company's Articles of
Incorporation. The Company is subject to the provisions of Section
607.0901 of the FBCA which requires, subject to certain exceptions,
that all "affiliated transactions" be approved by the holders of
two-thirds of the Shares, other than Shares beneficially owned by
an "interested shareholder" (i.e., a holder of 10% or more of the
Shares who also has an interest in the affiliated transaction) or
by a majority of disinterested directors. The Company's Articles
of Incorporation contain a similar provision that generally
requires the approval of the holders of 75% of the Shares for a
merger or other business combination transactions with an entity
affiliated with a holder of more than 10% of the Shares.
DON'T LET MANAGEMENT LIMIT YOUR OPTIONS AS A SHAREHOLDER. EXECUTE
A GOLD CONSENT FORM TODAY AND CONSENT TO EACH OF THE PROPOSALS.
What is Management Telling the Shareholders?
Bisco believes that your Company's management is sending you
a message that management is more concerned with maintaining the
status quo than exploring alternatives to maximize the value of
your Shares. Through innuendo and scare tactics, management is
trying to paint Bisco as a corporate raider that will destroy your
company to make a quick profit. In fact, quite the opposite is
true.
. BISCO IS A SIGNIFICANT SHAREHOLDER WHOSE INTERESTS ARE
THE SAME AS YOURS. Management says that Bisco's
increased ownership could hurt the Company because it
might lose its franchise or be required to prepay debts.
Why would Bisco do that? Bisco wants to work with, not
against, management to maximize shareholder value. Bisco
intends to remain a shareholder and only wants to help
management explore strategies to increase shareholder
value.
. BISCO'S FINANCES ARE NOT AN ISSUE. Management suggests
that Bisco "would not be in a position to provide
substantial financial resources to the Company or to
purchase substantially more Shares upon completion of the
Offer." Who said Bisco was planning to do that? Bisco
is not proposing to lend money to the Company or to
acquire the remaining Shares.
. CAN BISCO RUN YOUR COMPANY? Management is concerned
because Bisco's executives have no restaurant experience.
They're right, but what's the point? Bisco has never
said that it intends to run your company or replace
management with its own personnel. What it has said is
that it wants to work with existing management to
increase shareholder value.
. IS BISCO REALLY GOING TO FIRE 1,400 EMPLOYEES?
Management has stooped to employing "scare tactics" by
suggesting that the Company's 1,400 restaurant employees
will lose their jobs if Bisco "proceeds with plans to
dispose of restaurant operations." Who said Bisco was
going to do that? Selling restaurants is one of several
possible strategies to maximize shareholder value, but
Bisco hasn't decided yet that its the right one. Even if
the Company's restaurants are sold, wouldn't the buyer be
likely to hire the Company's restaurant employees?
. DOES MANAGEMENT REALLY CARE ABOUT YOU? Management
suggests that there may be a more favorable transactions
available to the shareholders or that management can
negotiate a higher price. How come management hasn't
presented you any alternatives? It's simple: they don't
have any nor do they intend to seek any. If management
was really concerned about getting the best deal for you,
wouldn't they have at least attempted to negotiate a
higher price from Bisco?
. IS MANAGEMENT WILLING TO DESTROY EARNINGS TO RESIST THE
OFFER? Management already has spent over $50,000 of your
money for an investment banker and proxy solicitor to
defend against the Offer, and must be spending at least
that much in legal fees and other costs. The Company's
earnings before income taxes and extraordinary item were
only $267,000 last year. How long is it going to take
for management to waste last year's profits? Shouldn't
management let you keep your money and welcome the
opportunity to explore ways to make more for all of us?
BISCO URGES YOU TO EXECUTE A GOLD CONSENT FORM AND CONSENT TO EACH
OF THE PROPOSALS, WHETHER OR NOT YOU INTEND TO TENDER YOUR SHARES.
THE BYLAWS REPEAL PROPOSAL
Effect of the Bylaws Repeal Proposal
The Bylaws Repeal Proposal repeals the recently adopted
Amended and Restated Bylaws. In addition, the Bylaws Repeal
Proposal addresses the possibility that the Board may have adopted
and not publicly disclosed other bylaws, or might attempt to adopt
other bylaws, or amend the bylaws, during the pendency of this
solicitation. The Bylaws Repeal Proposal prevents the Board from
further amending the bylaws, whether to nullify or delay the
actions taken by the shareholders pursuant to the Proposals or to
create new obstacles to the Offer. Upon repeal of the Amended and
Restated Bylaws, the bylaws which were adopted by the Board on
November 27, 1985 (the "Prior Bylaws"), will be reinstated as the
Company's bylaws, subject to the other bylaw amendments proposed in
this Consent Statement and any other bylaws adopted by a majority
of the shareholders.
The Amended and Restated Bylaws. The Bylaws Repeal Proposal
will eliminate all of the revisions to the bylaws that were
effected by the Board's adoption of the Amended and Restated
Bylaws, including the Classified Board Bylaw, the Shareholder
Notice Bylaw, the Director Nomination Bylaw and the Supermajority
Bylaw. None of these provisions were a part of the Company's
bylaws prior to adoption of the Amended and Restated Bylaws in
response to the Offer.
Other Bylaw Amendments. The Bylaws Repeal Proposal also
repeals any other bylaw or amendment to the bylaws adopted by the
Board subsequent to November 27, 1985 and prior to the
effectiveness of the Proposals. Prior to the Company's March 19,
1997 disclosure that the Board had adopted Amended and Restated
Bylaws, the only publicly disclosed bylaws of the Company were the
Prior Bylaws. The Prior Bylaws were filed with the Company's 1985
Form S-1 Registration Statement and have been incorporated by
reference into Company filings since that time, including the
Annual Report on Form 10-K for the fiscal year ended January 3,
1996, which was filed on March 28, 1996. Bisco assumes, therefore,
that the Prior Bylaws were the only bylaws in effect immediately
prior to the adoption of the Amended and Restated Bylaws. Bisco is
not aware of the Board's adoption or amendment after November 27,
1985 of any bylaws other than the Amended and Restated Bylaws. If
Bisco becomes aware that the Board has adopted new bylaws or
amended the Company's bylaws following the date of this Consent
Statement, Bisco will distribute to the extent necessary under
applicable law additional materials describing any material bylaw
provisions or amendments that would be affected by the Bylaw Repeal
Proposal.
HELP GET RID OF BYLAWS THAT COULD PREVENT YOU FROM EXERCISING YOUR
SHAREHOLDER RIGHTS BY CONSENTING TO THE BYLAWS REPEAL PROPOSAL.
Text of the Bylaws Repeal Resolution
Shareholders who consent to the Bylaws Repeal Proposal will be
consenting to the adoption of the following resolution:
"RESOLVED, that the Amended and Restated Bylaws
recently adopted by the Board of Directors, and each
other provision of the bylaws or amendments to bylaws
adopted by the Board of Directors without shareholder
approval subsequent to November 27, 1985 and prior to the
effectiveness of the actions proposed in the Consent
Solicitation Statement of Bisco Industries, Inc. dated
April 29, 1997, be, and they hereby are, repealed,
effective at the time this resolution is approved by the
holders of a majority of the outstanding Common Stock.
It is the intention of this resolution that the bylaws
adopted by the Board of Directors on November 27, 1985
shall become the bylaws of this corporation, subject to
any amendments approved by the shareholders."
Consents Required to Adopt the Bylaws Repeal Proposal
To be adopted, the Bylaws Repeal Proposal requires the
approval of the holders on the Record Date of a majority of the
outstanding Shares. See "General Information About Solicitation Of
Consents-Required Consents." BISCO URGES YOU TO CONSENT TO THE
BYLAWS REPEAL PROPOSAL BY SIGNING, DATING AND RETURNING THE
ACCOMPANYING GOLD CONSENT FORM TODAY.
THE CONTROL SHARE PROPOSAL
The Control Share Act
Pursuant to the Control Share Act, an "acquiring person" who
makes a "control share acquisition" of shares of an "issuing public
corporation" may not exercise voting rights for any "control
shares" unless such voting rights are conferred by the issuing
public corporation's board of directors or by the affirmative vote
of a majority of the issuing public corporation's disinterested
shareholders at a meeting of such shareholders. If control shares
are accorded full voting rights and the acquiring person has
acquired control shares with a majority or more of all voting
power, shareholders (other than the acquiring person) who do not
vote in favor of authorizing voting rights for the control shares
are entitled to exercise dissenters' rights and demand payment of
the fair value of their shares.
A "control share acquisition" is the acquisition, directly or
indirectly, by any person of ownership of, or the power to direct
the exercise of voting power with respect to, issued and
outstanding control shares. "Control shares" are shares that,
except for the Control Share Act, would have voting power with
respect to shares of an issuing public corporation that, when added
to all other shares of the issuing public corporation owned by a
person or in respect to which that person may exercise or direct
the exercise of voting power, would entitle that person,
immediately after acquisition of the shares, directly or
indirectly, to exercise or direct the exercise of the voting power
of the issuing public corporation in the election of directors
within any of the following ranges of voting power: (i) one-fifth
or more but less than one-third of all voting power, (ii) one-third
or more but less than a majority of all voting power, and (iii) a
majority or more of all voting power. All shares, the beneficial
ownership of which is acquired within 90 days before or after the
date of the acquisition of beneficial ownership of shares which
result in a control share acquisition, and all shares the
beneficial ownership of which is acquired pursuant to a plan to
make a control share acquisition, are deemed to have been acquired
in the same acquisition. An "issuing public corporation" means a
corporation that has (i) 100 or more shareholders, (ii) its
principal place of business, principal office or substantial assets
in Florida and (iii) either (a) more than 10% of its shareholders
resident in Florida, (b) more than 10% of its shares owned by
residents of Florida or (c) 1,000 shareholders resident in Florida.
The above provisions do not apply to a control share
acquisition of shares of a corporation whose articles of
incorporation or bylaws in effect before such control share
acquisition provide that the Control Share Act does not apply to
control share acquisitions of its shares. Neither the Company's
Articles of Incorporation nor its bylaws exclude the Company from
the restrictions imposed by the Control Share Act. If the Control
Share Proposal is adopted, the Control Share Act will no longer
apply to control share acquisitions of the Shares.
Effect of the Control Share Proposal
The Control Share Proposal adopts a bylaw to "opt out" of the
Control Share Act, so that all shareholders have the right to vote
their Shares, regardless of the number of Shares they own or how
such Shares were acquired. To the extent that an investor, such as
Bisco, is willing to purchase a significant number of Shares at a
premium over market prices, the Control Share Proposal will enable
those shareholders who desire to do so to take advantage of the
opportunity to sell their Shares without requiring Board approval
of the offer and, if the Board refuses to approve of the control
share acquisition, without being required to seek approval by a
majority vote of the disinterested shareholders.
DEMAND THAT THE BOARD ALLOW EVERY SHAREHOLDER EQUAL RIGHTS TO VOTE
THEIR SHARES BY CONSENTING TO THE CONTROL SHARE PROPOSAL.
Text of the Control Share Proposal
The Control Share Proposal will amend the Company's bylaws by
adding the following bylaw provision:
"CONTROL SHARE ACT. The provisions of Section
607.0902 of the Florida Business Corporation Act
shall not apply to control share acquisitions of
shares of this corporation."
Consents Required to Adopt the Control Share Proposal
To be adopted, the Control Share Proposal requires the
approval of the holders on the Record Date of a majority of the
outstanding Shares. See "General Information About Solicitation Of
Consents-Required Consents." BISCO URGES YOU TO CONSENT TO THE
CONTROL SHARE PROPOSAL BY SIGNING, DATING AND RETURNING THE
ACCOMPANYING GOLD CONSENT FORM TODAY.
THE PROPOSAL TO REVOKE POISON PILL
Effect of the Proposal
The Proposal to Revoke Poison Pill adopts a new bylaw that
requires the Board to redeem the rights distributed pursuant to the
recently adopted Poison Pill, and any other similar rights (if any)
granted by the Company prior to the date of adoption of the
proposal. Bisco believes that the shareholders should have the
ultimate decision on whether to accept the Offer or any future
offer to acquire Shares. The Board should not have the power to
take this decision away from the shareholders.
DEMAND THAT THE BOARD ALLOW YOU TO DECIDE WHAT TO DO WITH YOUR
SHARES BY CONSENTING TO THE PROPOSAL TO REVOKE POISON PILL.
The new bylaw also requires the Board to obtain shareholder
approval to adopt or maintain future "poison pills," shareholder
rights plans, rights agreements or other plans, agreements, bylaws
or provisions that are designed to or have the effect of making
acquisitions of Shares more difficult or expensive. If the Board
proposes to adopt or continue any "poison pill" or similar
defensive measure and a majority of the shareholders consider the
measure to be appropriate and in their best interests, the Board
will be able to win shareholder approval to adopt or continue the
plan or other defensive measure. If, on the other hand, the Board
fails to obtain shareholder approval for a "poison pill" or similar
defensive measure, the shareholders' failure to grant such approval
would be evidence of their belief that such defensive measure was
inappropriate or disadvantageous to them and therefore not in the
shareholders' best interests. The new bylaw would not affect the
ability of the Board or the shareholders to approve or disapprove
of a proposed merger, sale of assets or other business combination
transaction involving the Company.
Under Florida law, all corporate powers are to be exercised by
or under the authority of, and the business and affairs of a
corporation managed under the direction of, its board of directors.
The board of directors' grant of authority includes the power to
make major corporate decisions, subject to the individual
directors' fiduciary obligations to the corporation and its
shareholders. Section 607.0206 of the FBCA states that "[t]he
bylaws of a corporation may contain any provision for managing the
business or regulating the affairs of the corporation that is not
inconsistent with law or the articles of incorporation." Bisco
believes that Section 607.0206 is a broad grant of authority for
shareholders to adopt bylaws relating to the powers of directors
and officers, and that it is inherent in the Florida scheme of
corporate law that the shareholders can exercise ultimate authority
over the actions of the board of directors and management. Bisco
is not aware of any provision of law or the Company's Articles of
Incorporation that bar the shareholders from adopting the Proposal
to Revoke Poison Pill and, therefore, believes that Section
607.0206 authorizes the enactment of such Proposal. Bisco further
believes that while the Board is entitled to exercise its judgment
in responding to a tender offer or other takeover bid, its judgment
must be exercised within the framework of statutes, charter
provisions and bylaws which in certain instances can limit the
actions that directors may take even when the directors believe
that their chosen course of action is in the best interests of
stockholders.
Because of the foregoing, Bisco believes that the proposed
bylaw amendment is valid. However, the Florida courts have not
considered the validity of the proposed bylaw or any similar bylaw
and, therefore, have not considered or resolved the extent to which
shareholder-adopted bylaws may limit the authority of a board of
directors to oppose, or to adopt or employ defensive measures
against, takeover bids. Accordingly, it is uncertain whether the
proposed bylaw would survive a court challenge. Bisco believes,
however, that a recent Oklahoma federal court decision, in
International Brotherhood of Teamsters General Fund v. Fleming
Companies, Inc.(No. Civ-96-1650-A (1997), supports the validity of
the proposed bylaw amendment. In that action, the court required
an Oklahoma corporation to include in its proxy statement for its
annual meeting of shareholders a shareholder proposal to adopt a
bylaw requiring the board of directors to redeem an existing poison
pill and to submit any successor poison pill to a shareholder vote.
Although the decision in the foregoing action would not be binding
on a Florida court, Bisco believes that the decision supports its
belief that the proposed bylaw is valid.
SEND THE BOARD A CLEAR MESSAGE THAT YOU DON'T WANT MANAGEMENT TO
"PROTECT" YOU FROM INVESTORS INTERESTED IN ACQUIRING YOUR SHARES BY
CONSENTING TO THE PROPOSAL TO REVOKE POISON PILL.
Text of the Proposal to Revoke Poison Pill
Shareholders who consent to the Proposal to Revoke Poison Pill
will be consenting to the adoption of the following resolutions:
WHEREAS, the shareholders believe that the
Shareholder Rights Plan unilaterally adopted by the
Board of Directors is not in the best interests of
the Company and, accordingly, want the Board of
Directors to immediately redeem the rights issued
pursuant to such plan and to restrict the Company
from adopting or maintaining in the future a
"poison pill," shareholder rights plan, rights
agreement or any other plan, agreement, bylaw or
other provision that is designed to or has the
effect of making acquisition of the Company's
shares more difficult or expensive unless such
plan, agreement, bylaw or provision has first been
approved by the holders of a majority of the
outstanding common stock; now, therefore, be it
"RESOLVED, that the shareholders want the Board of
Directors to redeem the recently adopted "poison
pill" and also want to prevent the Board of
Directors from adopting new "poison pills" in the
future, and, in furtherance of the foregoing,
hereby amend the Company's bylaws to add the
following provision:
'POISON PILLS. This corporation shall not adopt
or maintain a "poison pill," shareholder rights
plan, rights agreement or any other plan,
agreement, bylaw or other provision that is
designed to or has the effect of making acquisition
of large holdings of the corporation's common stock
more difficult or expensive (including, without
limitation the "poison pill" evidenced by the March
18, 1997 Rights Agreement (the "Rights Agreement")
between the corporation and ChaseMellon Shareholder
Services, Inc.), unless such plan, agreement, bylaw
or other provision is first approved by the holders
of a majority of the corporation's outstanding
common stock. The corporation shall redeem any
such rights (including, without limitation, rights
issued under the Rights Agreement) in effect as of
the date of adoption of this bylaw. This section
shall be effective immediately and automatically as
of the date it is approved by the shareholders.'"
Consents Required to Adopt the Proposal to Revoke Poison Pill
To be adopted, the Proposal to Revoke Poison Pill requires the
approval of the holders on the Record Date of a majority of the
outstanding Shares. See "General Information About Solicitation Of
Consents-Required Consents." BISCO URGES YOU TO CONSENT TO THE
PROPOSAL TO REVOKE POISON PILL BY SIGNING, DATING AND RETURNING THE
ACCOMPANYING GOLD CONSENT FORM TODAY.
THE FURTHER BYLAWS PROPOSAL
Effect of the Further Bylaws Proposal
The purpose of the Further Bylaws Proposal is to prevent the
Board from subsequently adopting new bylaws, or amending any of the
Company's bylaws (including the bylaw amendments adopted pursuant
to this Consent Statement), unless the new bylaws or amendment has
received the approval of the holders of a majority of the Shares.
The Further Bylaws Proposal would ensure that the Board cannot
circumvent the will of the shareholders by subsequently adopting
new bylaws or amending any of the bylaw amendments adopted by the
shareholders pursuant to the Consents.
SHOW THE BOARD THAT YOU WANT THE RIGHT TO DECIDE HOW TO RUN YOUR
COMPANY BY CONSENTING TO THE FURTHER BYLAWS PROPOSAL.
Text of the Further Bylaws Proposal
The Further Bylaws Proposal will amend the Company's bylaws by
adding the following bylaw provision:
"AMENDMENT OF BYLAWS. The bylaws of this
corporation may only be amended or repealed by the
shareholders and shall not be subject to amendment
or repeal by the Board of Directors."
Consents Required to Adopt the Further Bylaws Proposal
To be adopted, the Further Bylaws Proposal requires the
approval of the holders on the Record Date of a majority of the
outstanding Shares. See "General Information About Solicitation Of
Consents-Required Consents." BISCO URGES YOU TO CONSENT TO THE
FURTHER BYLAWS PROPOSAL BY SIGNING, DATING AND RETURNING THE
ACCOMPANYING GOLD CONSENT FORM TODAY.
VOTING SECURITIES OUTSTANDING
General
According to the Company's Annual Report on Form 10-K for the
Fiscal Year Ended January 1, 1997, (the "1997 10-K"), as of March
7, 1997 there were 10,954,960 Shares outstanding. Each Share
entitles its record holder to one vote. The consent of the holders
of a majority of the outstanding Shares is necessary to adopt each
of the Proposals. See "General Information About Solicitation Of
Consents-Required Consents."
Principal Shareholders of the Company and Shareholdings of the
Company's Management
Set forth below is information regarding Shares owned by (i)
those persons owning more than 5% of the outstanding Shares and
(ii) directors and executive officers of the Company as a group.
Such information has been derived from preliminary proxy material
filed by the Company in response to this Consent Statement and
other filings, as described in the footnotes below.
[CAPTION]
<TABLE>
<C> <S> <S>
Name and Address Number of Percentage of
of Beneficial Owner Shares Owned Common Stock(1)
Heartland Advisors, Inc. (2)
709 North Milwaukee Street
Milwaukee, WI 53202 900,000 8.2%
Glen F. Ceiley (3)
c/o Bisco Industries, Inc.
704 W. Southern Avenue
Orange, California 92665 740,090 6.9%
Cerberus Partners, L.P.
950 Third Ave., 20th Floor
New York, New York 10022 700,000 6.0%
All directors and executive
officers as a group
(6 persons) (4) 458,891 4.1%
</TABLE>
_______________
(1) Assumes that 10,954,960 Shares are outstanding. See "-
General," above.
(2) Heartland Advisors, Inc., a registered investment adviser,
has reported in a Schedule 13G dated February 12, 1997 and
filed with the Commission that it has sole voting and
dispositive power with respect to all such Shares.
(3) As of April 24, 1997. See "-Voting Securities Beneficially
Owned By Bisco and its Affiliates," below. Does not
include 15,000 Shares owned by Stephen Catanzaro, an
executive officer of Bisco.
(4) As of March 15, 1997. According to the Company's
preliminary proxy materials, the Company's directors and
executive officers collectively own only 196,641 of the
Shares reported as being beneficially owned by them
(representing 1.8% of the outstanding Shares). The balance
of the Shares reported as being beneficially owned by the
directors and executive officers are Shares subject to
options exercisable within 60 days after March 15, 1997.
Voting Securities Beneficially Owned By Bisco and its Affiliates
As of April 24, 1997, Bisco owned 126,300 Shares. In
addition, as of April 24, 1997, (i) Glen F. Ceiley, the President
and sole stockholder of Bisco, owned 95,600 Shares, (ii) the
Bisco Industries, Inc. Profit Sharing and Savings Plan (the
"Bisco Plan") owned 518,190 Shares, and (iii) Stephen Catanzaro,
an executive officer of Bisco, owned 15,000 Shares. Mr. Ceiley,
as the sole stockholder of Bisco and as sole trustee of the Bisco
Plan, may be deemed to be the beneficial owner of the Shares held
by Bisco and the Bisco Plan. In the aggregate, the 755,090
Shares owned by Bisco, Messrs. Ceiley and Catanzaro and the Bisco
Plan represent approximately 6.9% of the 10,954,960 Shares
outstanding as of March 7, 1997, as reported in the 1997 10-K.
GENERAL INFORMATION ABOUT SOLICITATION OF CONSENTS
General
This Consent Statement is not a solicitation of proxies to
vote with respect to any matter. By executing and delivering a
Consent, a shareholder is exercising such shareholder's own
voting power and is not authorizing any other person to vote, or
to exercise the power to vote, with respect to any matter.
Consent Procedure
Section 607.0704 of the FBCA states that, unless otherwise
provided in the articles of incorporation, action required or
permitted by the FBCA to be taken at an annual or special meeting
of shareholders, may be taken without a meeting, without prior
notice and without a vote if the action is taken by the holders
of outstanding stock of each voting group entitled to vote
thereon having not less than the minimum number of votes with
respect to each voting group that would be necessary to
authorized or take such action at a meeting at which all voting
groups and shares entitled to vote thereon were present and
voted. In order to be effective the action must be evidenced by
one or more written consents describing the action taken, dated
and signed by approving shareholders have the requisite number of
votes of each voting group entitled to vote thereon, and
delivered to the corporation by delivery to its principal office
in Florida, its principal place of business, the corporate
secretary, or another officer or agent of the corporation having
custody of the book in which proceedings of meetings of
shareholders are recorded.
Neither the Company's Articles of Incorporation nor the
Amended and Restated Bylaws prohibits the use of written consents
by the holders of the Shares.
Record Date
Pursuant to Section 607.0707 of the FBCA, if not otherwise
provided by or pursuant to the bylaws and no prior action is
required by the board of directors pursuant to the FBCA, the
record date for determining shareholders entitled to take action
without a meeting is the date the first signed written consent is
delivered to the corporation as set forth under "Consent
Procedure," above.
Article I, Section 1.2(b) of the Amended and Restated Bylaws
provides that the Board may fix in advance a date as the record
date for any determination of shareholders, and that "if no
record date is fixed for the determination of shareholders
entitled to deliver written consent to a corporate action without
a meeting, when no prior action by the board of Directors is
necessary, the record date shall be the day on which the first
signed written consent is delivered to the Corporation."
The Company has not, as of the date of this Consent
Statement, publicly disclosed that the Board has fixed a record
date for the Consents. Therefore, the Record Date for the
Consents will be April 30, 1997, which is the date on which a
Consent of Bisco will first be delivered to the Company.
Repeal of Bylaws; Amendments to Bylaws
Section 607.1020 of the FCBA provides that a corporation's
shareholders may amend or repeal the corporation's bylaws even
though the bylaws may also be amended or repealed by its board of
directors. The FBCA also permits a corporation's shareholders,
in amending or repealing the bylaws generally or a particular
bylaw provision, to provide expressly that the board of directors
may not amend or repeal the bylaws or that bylaw provision.
Consents Required; Effectiveness
The unrevoked signed Consents representing the holders of
record on the Record Date of at least a majority of the
outstanding Shares are necessary to adopt each of the Proposals.
As of April 24, 1997, Bisco and its affiliates owned 755,090
Shares, representing approximately 6.9% of the outstanding
Shares. See "Voting Securities Outstanding-Voting Securities
Owned by Bisco and its Affiliates." Bisco and its affiliates
have consented to (and in the case of Shares held on their behalf
in brokerage accounts, directed the record holders of such Shares
to consent to) all of the Proposals for which Consents are being
solicited with respect to all such Shares. Accordingly, the
unrevoked Consents of other shareholders holding approximately
43% of the outstanding Shares on the Record Date are required to
adopt the Proposals.
Each of the Proposals will be adopted and become effective
when properly completed, unrevoked Consents are signed by the
holders of record on the Record Date of a majority of the
outstanding Shares and those Consents are presented to the
Company. However, all Consents will expire, unless so presented,
on the date 60 days after the first Consent was delivered to the
Company, which was done on the Record Date. Bisco plans to
present to the Company the results of a successful solicitation
with respect to the Proposals as soon as possible after the
receipt of the requisite number of Consents.
Under Florida law, only Consents voted FOR a Proposal will
be counted in determining whether the requisite number of Shares
have consented to adopt the Proposal. Abstentions and broker
non-votes with respect to a Proposal will have the same effect as
a vote against such Proposal. In addition, the failure of a
holder of Shares to return a signed Consent will have the same
effect as if such holder withheld consent to all of the
Proposals. Some record holders of Shares, such as depositories,
brokers and other nominee holders, may execute a Consent and
grant authority to the beneficial owners of the Shares held by
them, to enable the beneficial owners of such Shares to decide
whether to consent or withhold consent to the Proposals.
Each Proposal is independently being submitted to the
shareholders for their consent. Accordingly, the adoption of
each of the Proposals is not conditioned upon the adoption of any
other Proposal The invalidity, illegality or unenforceability of
any particular Proposal shall be construed in all respects as if
such invalid, illegal or unenforceable Proposal were omitted from
the Consent without affecting the validity, legality or
enforceability of the remaining Proposals.
If any or all of the Proposals is adopted pursuant to the
above consent procedure, Bisco will request the Company, pursuant
to Section 607.0704(3) of the FBCA to give prompt notice of the
adoption of such Proposal(s) to those shareholders who have not
executed Consents.
Solicitations of Consents
Consents will be solicited by mail, telephone or telecopier
and in person. No such persons will receive any additional
compensation for such solicitation. Solicitations may be made by
the directors, officers and other employees of Bisco, none of
whom will receive additional compensation for such solicitations.
Bisco has requested banks, brokerage houses and other custodians,
nominees and fiduciaries to forward all of its solicitation
materials to the beneficial owners of the Shares they hold of
record. Bisco will reimburse these record holders for customary
clerical and mailing expenses incurred by them in forwarding
these materials to their customers.
Bisco has retained Garland Associates, Inc. for
solicitation services in connection with this solicitation of
Consents. Garland Associates, Inc. will solicit Consents from
individuals, brokers, banks, bank nominees and other
institutional holders. Garland Associates, Inc. is also acting
as Information Agent in connection with the Offer. The fees
payable by Bisco to Garland Associates, Inc. for its services in
connection with this solicitation of Consents and for acting as
Information Agent in connection with the Offer will be
approximately $15,000. Bisco has also agreed to reimburse
Garland Associates, Inc. for certain out-of-pocket expenses and
to indemnify Garland Associates, Inc. against certain liabilities
and expenses, including liabilities and expenses under the
federal securities laws.
Bisco will bear the entire expense of soliciting Consents.
Costs incidental to the solicitation of Consents will include
printing, postage, legal and related expenses and are expected to
be approximately $20,000.
Revocation of Consents
Pursuant to Section 607.0704 of the FBCA, any written
consent may be revoked at any time prior to the date the
corporation receives the required number of consents to authorize
the proposed action. No revocation is effective unless in
writing and until received by the corporation at its principal
office, or received by the corporate secretary or other officer
or agent of the corporation having custody of the book in which
proceedings of meetings of shareholders are recorded. A
revocation may be in any written form validly signed by the
record holder as long as it clearly states that the consent
previously given is being revoked and no longer effective.
The delivery by a shareholder who has executed a Consent of
a subsequently dated Consent form which is properly completed
will constitute a revocation of any earlier Consent. The
revocation may be delivered either to Bisco c/o Garland
Associates, Inc. at P.O. Box 3355, Grand Central Station, New
York, New York, telephone number (800) 455-6034 (toll free) or
(212) 866-0095 (collect), or to the Company at its principal
executive offices, 2113 Florida Boulevard, Suite A, Neptune
Beach, Florida 32266, telephone number (904) 249-4197. Although
a revocation delivered only to the Company will be effective,
Bisco requests that if a revocation is delivered to the Company,
a photostatic copy of the revocation also be delivered to Bisco
c/o Garland Associates, Inc., so that Bisco will be aware of all
revocations and can more accurately determine if and when the
Proposals have received the approval of a majority of the Shares
outstanding on the Record Date.
Special Instructions
If you wish to consent the Proposals and were a record
holder of Shares on the Record Date, please mark the "CONSENT"
box next to each Proposal on the accompanying Consent form and
sign, date and mail it promptly to Bisco c/o Garland Associates,
Inc. in the enclosed envelope. If you do not wish to consent to
a particular Proposal you may mark "Consent Withheld" or
"Abstain" box on the accompanying Consent form, and sign, date
and mail the form in the enclosed envelope. The failure to
return a Consent form will have the same effect as a vote against
all of the Proposals.
When a shareholder whose Consent is solicited specifies a
choice with respect to any Proposal, the Consent shall be given
in accordance with the specifications so made. If a shareholder
fails to check a box marked "Consent", "Consent Withheld" or
"Abstain" for any Proposal, such shareholder shall be deemed to
have consented to the actions described in that Proposal.
BISCO URGES YOU TO VOTE FOR ALL OF THE PROPOSALS. YOUR CONSENT
IS IMPORTANT. PLEASE SIGN, DATE AND RETURN YOUR GOLD CONSENT
CARD TODAY.
IMPORTANT
If your Shares are held in the name of a brokerage firm, bank,
nominee or other institution, only it can sign a Consent with
respect to your shares. Accordingly, please contact the person
responsible for your account and give instructions for a Consent
to be signed representing your shares.
IF YOU HAVE ANY QUESTIONS REGARDING THIS CONSENT STATEMENT OR THE
EXECUTION OF YOUR CONSENT, PLEASE CONTACT:
Garland Associates, Inc.
P.O. Box 3355
Grand Central Station
New York, New York 10163
Toll-Free (800) 455-6034
or
Collect (212)866-0095
April 29, 1997
CONSENT OF SHAREHOLDER OF FAMILY STEAK HOUSES OF FLORIDA, INC.
TO ACTION WITHOUT A MEETING
THIS CONSENT IS SOLICITED BY BISCO INDUSTRIES, INC.
The undersigned shareholder of Family Steak Houses of
Florida, Inc., a Florida corporation (the "Company"), hereby
acknowledges receipt of Bisco Industries, Inc.'s Consent
Solicitation Statement dated April 29, 1997 (the "Consent
Statement") and, unless otherwise indicated below, consents,
pursuant to Section 607.0704 of the Florida Business Corporation
Act, with respect to all shares of Common Stock, par value $.01
per share, of the Company, held by the undersigned of record on
April 30, 1997, to the following actions (as such actions are
further described in the Consent Statement, which is incorporated
herein by reference), without a meeting, without prior notice and
without a vote:
1. Bylaws Repeal Proposal. To repeal the Company's
Amended and Restated Bylaws and any other amendment to the
Company's bylaws adopted without shareholder approval
subsequent to November 27, 1985 and prior to the
effectiveness of the actions proposed to be taken by this
written consent.
/__/ CONSENT /__/ CONSENT
WITHHELD /__/ ABSTAIN
2. Control Share Proposal. To amend the Company's bylaws
to provide that Florida's Control Share Act will no
longer apply to control share acquisitions of the
Company's common stock.
/__/ CONSENT /__/ CONSENT
WITHHELD /__/ ABSTAIN
3. Proposal to Revoke Poison Pill. To amend the
Company's bylaws to require the Company to redeem the
recently adopted "poison pill" and to require prior
shareholder approval for adoption of any "poison pill"
or similar plan, agreement, bylaw or other provision
in the future.
/__/ CONSENT /__/ CONSENT
WITHHELD /__/ ABSTAIN
4. Further Bylaws Proposal. To amend the Company's
bylaws to provide that the bylaws shall not be subject
to amendment or repeal by the Board of Directors.
/__/ CONSENT /__/ CONSENT
WITHHELD /__/ ABSTAIN
INSTRUCTIONS: To consent, withhold consent or abstain from
consenting to a Proposal, check the appropriate box above. IF
THIS CARD IS RETURNED EXECUTED AND DATED BUT NOT MARKED WITH
RESPECT TO ANY PROPOSAL, THE UNDERSIGNED WILL BE DEEMED TO HAVE
CONSENTED TO SUCH PROPOSAL.
The invalidity or unenforceability of any particular
provision of this Consent shall be construed in all respects as
if such invalid or unenforceable provision were omitted from the
Consent without affecting the validity or enforceability of the
remaining provisions hereof.
THE PROPOSALS ARE IN YOUR BEST INTEREST. BISCO INDUSTRIES,
INC. STRONGLY RECOMMENDS THAT YOU CONSENT TO THE FOREGOING
PROPOSALS. PLEASE DATE, SIGN AND MAIL THIS CONSENT PROMPTLY,
USING THE ENCLOSED ENVELOPE.
Dated: _________________________, 1997
(Signature)
(Title or authority, if applicable)
(Signature if held jointly)
Please sign exactly as name appears on this Consent. If
shares are registered in more than one name, the signatures
of all such persons are required. A corporation should
sign in its full corporate name by a duly authorized
officer, stating his/her title. Trustees, guardians,
executors and administrators should sign in their official
capacity, giving their full title as such. If a
partnership, please sign in the partnership name by
authorized person. This Consent shall vote all shares to
which the signatory is entitled.
Bisco Industries, Inc.
704 W. Southern Avenue
Orange, CA 92865-3222
714-283-7140
April 28, 1997
Dear Family Steak Houses of Florida, Inc. Shareholder:
We are writing to ask you to VOTE FOR ALL PROPOSALS ON YOUR
GOLD CONSENT CARD. These proposals repeal the anti-takeover
bylaws recently adopted by Family Steak Houses of Florida, Inc.'s
(the "Company") Board of Directors and adopt new bylaws that
"opt-out" of the Florida Control Share Act and eliminate the
recently adopted Poison Pill.
BISCO'S INTERESTS ARE THE SAME AS YOURS
The Board characterizes Bisco as a corporate raider, yet we
have already invested approximately $500,000 in the Company's
common stock and we are seeking to invest up to an additional
$2,340,000. We are seeking to become a substantial minority
shareholder. We are NOT seeking to replace current management,
but intend to work WITH management to maximize shareholder value.
BISCO'S FINANCES ARE NOT AN ISSUE
Bisco is offering to purchase shares for CASH. Our offer
is NOT contingent on financing. Further, the Board suggests that
Bisco "would not be in a position to provide substantial
financial resources to the Company or to purchase substantially
more Shares upon completion of the Offer." We are NOT proposing
to lend money to the Company or to acquire the remaining shares.
We are investors, not bankers. Our tender offer represents the
amount of money we wish to invest in this Company.
WHAT ARE BISCO'S PLANS FOR THE COMPANY?
The Board expresses concern that Bisco has no restaurant
experience, and they are right! We do NOT want to run the
Company nor have we ever said we want to run the Company. The
Board faults us for not disclosing a specific plan for the
Company. How could we propose a specific plan without conducting
an in-depth study of the Company and how could we conduct an in-
depth study without the cooperation of the Board? As a major
shareholder, we would NOT take any action that would hurt
shareholder value. What we have said is that we want to work
with existing management to increase shareholder value. We have
been successful in creating value with our past investments and
we have been successful in creating value managing Bisco
Industries Inc.
BISCO HAS NO PLANS TO CLOSE RESTAURANTS OR FIRE EMPLOYEES
The Board has stooped to scare tactics. We are trying to
invest in an ONGOING business. We have no intention of disposing
of any restaurant operations at this time. We simply wish to
establish a substantial equity investment in the Company and work
with current management to maximize shareholder value. Besides,
if any restaurants were sold, wouldn't the new owners need those
same valued employees to operate their newly purchased
properties?
DOES THE BOARD REALLY CARE ABOUT YOU ANYWAY?
The Board suggests that there may be a more favorable
transaction available to shareholders or that the Board can
negotiate a higher price. Yet the Board has NEVER once discussed
raising the price of our offer although we have held several
negotiations following commencement of our tender offer.
WHAT HAS THE BOARD DONE FOR SHAREHOLDERS LATELY?
On March 19, 1997, without consulting shareholders, the
Board answered our cash tender offer by unilaterally imposing
several very strong anti-takeover provisions, including a "Poison
Pill", a "Staggered Board", an 80% "Supermajority" clause,
Restrictions on Your Right to Nominate Directors and Restrictions
on Your Right To Bring Certain Other Matters of Business Before
Shareholder Meetings. The Board has stated in preliminary proxy
materials filed in response to our consent solicitation that some
of these provisions will be put to a shareholder vote at the
upcoming annual meeting. Unless you repeal these anti-takeover
measures either now or at the annual meeting, these measures will
remove the tender offer decision from you, the shareholder, and
place control of your investment in the hands of the Board.
IS THE BOARD WILLING TO PAY TO GET RID OF BISCO?
During our negotiations, the Company's counsel said that
management wanted to know "what will it take for [Bisco] to go
away?" We construed this to suggest that if we stated a price,
the Company was willing to pay us to drop our offer, something we
were not interested in doing. Although the Board never formally
offered Bisco a cash payment to withdraw the Offer, the Board did
offer to grant Bisco long-term warrants to purchase Shares as an
inducement for Bisco to not pursue the tender offer or solicit
shareholder consents. Is management so afraid that we might
upset their applecart that they would be willing to give us your
money to convince us to go away?
WHAT THEN ARE THE BOARD'S INTERESTS?
According to the preliminary proxy materials filed by the
Company, the Company's directors and executive officers owned
just 196,641 common shares. This 1.8% equity ownership is worth
$176,976 at $.90 per share. Compare this with Bisco's announced
intention to invest a total of approximately $2,700,000! How can
management claim to share your interests if they hardly own any
stock?
COULD THE BOARD BE MORE INTERESTED IN SALARY AND PERKS?
We are concerned that the current Board and executive
officers may be more concerned with salary, benefits, perquisites
and director fees than they are with the welfare of their
shareholders. Who owns this company? Whose money is at risk,
the Board's or the shareholders?
THE BOARD IS WILLING TO DESTROY EARNINGS TO RESIST OUR OFFER
As of this writing, the Board probably has already spent
over $100,000 of YOUR money to defend themselves against our
offer. It appears they are willing to spend over $200,000 of
YOUR money to continue resisting our offer. That's more than the
value of the Board's holdings of the Company's stock! As a
matter of fact, the Company only earned $267,000 before income
taxes and an extraordinary item for all of fiscal 1996! Wouldn't
the Board better serve YOUR interests as shareholders by letting
you keep your money and welcoming the opportunity to explore ways
to make more money for ALL of us?
WE OFFER A SUBSTANTIAL PREMIUM TO RECENT STOCK PRICES...
We are offering to purchase shares at a substantial premium
to recent market prices. During the 7 months prior to
announcement of our tender offer the Company's stock traded below
$.75 and as low as $.47 per share. Our $.90 offer represents a
50% premium over the cost of our own open market purchases ($.60
per share) and a 45% premium over the average bid price for the
90 days immediately preceding the announcement of our offer ($.62
per share). We firmly believe our own open market purchases are
primarily responsible for the Company's February stock price gain
and we must ask: "If we are forced to go away, who else will
support YOUR stock price?
AND A GENEROUS MULTIPLE TO CURRENT OPERATING INCOME...
In fiscal 1996, the Company had total earnings before
extraordinary items of only $267,000, or $.02 per share. At $.90
our offer is 45 times 1996 earnings. Ryan's Family Steak Houses,
the Company's franchisor, sells for only 10 times earnings.
WHAT DID THE BOARD'S FINANCIAL ADVISOR SAY ABOUT THE OFFER?
The Board retained an outside financial advisor to evaluate
the fairness of Bisco's $.90 per share cash offer. J.C. Bradford
& Co., the Board's own financial advisor, reported "...the $.90
per share value of the Company represented by the offer is within
the range of value of the company."
BUT WE CANNOT BUY SHARES UNLESS YOU AMEND THE BYLAWS...
Unless the Company "opts-out" of the Florida Control Share
Act, repeals the Poison Pill and revokes certain other anti-
takeover provisions recently instituted in the Bylaws, we CANNOT
purchase additional shares under our tender offer without
incurring financial and voting loss.
AND WHAT IF WE LOSE PATIENCE AND WALK AWAY?
We believe that our tender offer has been supporting the
stock price. We would like to point out that after a brief spurt
above our offer price immediately after we announced our tender
offer, the stock has traded in the neighborhood of our $.90
offer. Since announcing our first extension on April 4th, the
stock has continued to drift down and trades at a substantial
discount to our $.90 offer. We put our money on the table. We
opened our offer to any and all shareholders who wish to sell
their stock for $.90 a share. As of April 11, shareholders had
tendered approximately 2,048,000 shares (almost 20% of the
outstanding shares), and yet the Board continues to erect
obstacles to thwart shareholders who wish to realize $.90 for
their stock. What will happen to YOUR stock if we lose patience
and walk away?
VOTE TO PROTECT YOUR RIGHTS AND INTERESTS
Affirm YOUR right to control YOUR Company's fate. Sign,
date and return the enclosed GOLD card today! Consent to ALL of
our proposals.
PLEASE EXECUTE AND RETURN YOUR GOLD CONSENT CARD TODAY!!!
Thank you for your time, consideration and support on this
important matter.
Sincerely,
Mr. Glen F. Ceiley
President, Bisco Industries, Inc.
For more information, please contact our proxy solicitor:
(Garland Associates Logo & tel #)
