SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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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)
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[Bisco Industries, Inc. Letterhead]
June 6, 1997
Dear Fellow Shareholder (Family Steak Houses of Florida, Inc.):
This letter is to update you on the status of our tender offer and
consent solicitation and set the record straight on a few matters.
OUR TENDER OFFER
As of yesterday, approximately 2,330,000 shares had been tendered
pursuant to our tender offer. OBVIOUSLY, A LARGE NUMBER OF YOUR
FELLOW SHAREHOLDERS BELIEVE THE OFFER IS FAIR. Added to the shares
we own, the purchase of the tendered shares will allow us to
achieve our goal of owning approximately 30% of the outstanding
shares. ALTHOUGH YOU MAY STILL TENDER YOUR SHARES IF YOU DESIRE,
WE ARE NOT REQUESTING THAT YOU DO SO. We intend to purchase shares
on the expiration date of the offer (currently June 13, 1997),
provided the conditions to the offer are satisfied. Certain of
these conditions are beyond our control and depend upon the
successful outcome of our consent solicitation.
OUR CONSENT SOLICITATION
Under Florida's Control Share Act, we will be unable to vote shares
we acquires in the offer unless the Board or a majority of the
disinterested shareholders grant us voting rights. Before we made
the offer, we asked the Board to grant us voting rights so we could
acquire 33% of the shares. They refused. In response to our
offer, the Board also adopted a Poison Pill and new anti-takeover
Bylaws. OUR SOLICITATION REQUESTS SHAREHOLDERS' CONSENTS TO (I)
"OPT OUT" OF THE CONTROL SHARE ACT, (II) REPEAL THE POISON PILL AND
RECENTLY ADOPTED BYLAWS AND (III) REQUIRE SHAREHOLDER APPROVAL TO
AMEND OR REPEAL THE BYLAWS OR ADOPT NEW BYLAWS.
I WANT TO INVEST MONEY, NOT WASTE IT
I'm trying to invest $2.5 million in your company, from which I
expect to realize a profit. The Board is spending the
shareholders' hard-earned money to implement and defend anti-
takeover measures and to encourage shareholders not to "opt-out" of
the Control Share Act. In the company's own materials, I count AT
LEAST $115,000 spent on investment bankers and proxy solicitors.
This doesn't include attorneys' fees, printing, mailing or other
expenses, which I estimate will bring the total to approximately
$200,000. The company claims they've spent "substantially less"
than that amount. Let's not argue about it, Mr. Christman - HOW
MUCH MONEY OF OUR MONEY HAVE YOU WASTED?
OUR TRACK RECORD
In a recent letter, Mr. Christman attacks Bisco's track record. In
the year ended December 31, 1996, Bisco generated $2.5 million in
pre-tax profits on $33 million of sales. In the quarter ended
March 31, 1997, our sales were up 10% and our profits were up 45%.
I RUN A SUCCESSFUL AND PROFITABLE PRIVATE COMPANY. I am not
planning to run your company, but I firmly believe that my input as
an investor will result in gains for ALL shareholders.
I AM NOT A CORPORATE RAIDER
I have not looted and raided your company or, as the Board
suggests, any other. I agree, as Mr. Christman points out in a
recent letter, my successful prior public company investments were
not solely attributable to my efforts. The stock prices of these
companies - Bell Industries and RB&W - certainly may have been
influenced by a number of factors, including general economic
conditions or other external factors. However, if Mr. Christman
had actually analyzed why these companies took the actions they did
to increase their shareholders' value actions (Bell Industries
declared a special cash dividend and RB&W merged with another
company), he would undoubtedly agree that my activism, on behalf of
all shareholders of these companies, was a significant influence on
the outcome of my investment.
HAVE YOUR SHARES INCREASED IN VALUE?
As one of the largest shareholders of Family Steak Houses, I
welcome the improved stock prices over the past six months. I
believe that our purchases and our tender offer helped influence
the market prices for Family Steak House stock during this period,
but this is not to suggest there aren't other reasons that also
contributed to the rise in prices. The Board repeatedly suggests
our offer is inadequate. What they neglect to point out, however,
is that OUR $.90 PRICE HAS BEEN HIGHER THAN THE CLOSING MARKET
PRICE ON ALL BUT 9 DAYS SINCE WE MADE THE OFFER. In fact, our
offer price was 15% above the average closing price over the last
10 trading days ($.78). No wonder shareholders have continued to
tender their shares.
HOW WILL THIS ALL END?
Can I predict with certainty what will happen to the price of your
shares if our efforts are successful? Or if we cannot overturn the
Board's anti-takeover actions and are forced to go away? No,
admittedly I can't. But I CAN predict two things: First, when our
consent solicitation succeeds and the Board redeems the Poison
Pill, those who have tendered over 2.3 million shares in our offer
will receive $.90 cash for their shares. Second, when we are
successful, we will make every effort to maximize shareholder value
- - for all of us. WE'RE READY TO PUT OUR MONEY ON THE TABLE AND
WORK TO MAKE MORE OF IT FOR ALL OF US.
PLEASE SEND US YOUR GOLD CARD NOW AND CONSENT TO OUR PROPOSALS.
ONLY YOUR LAST VOTE WILL COUNT
Thank you for your time and continued support.
Sincerely,
Glen F. Ceiley
President and CEO
