SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
SCHEDULE 14D-1*
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
_________________________
Family Steak Houses of Florida, Inc.
(Name of Subject Company)
_________________________
Bisco Industries, Inc.
(Bidder)
_________________________
Common Stock, $0.01 par value
(Title of class of securities)
_________________________
307059105
(CUSIP number of class of securities)
Glen F. Ceiley
President
Bisco Industries, Inc.
704 W. Southern Avenue
Orange, California 92865
Telephone: (714) 283-7140
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of bidder)
with a copy to:
Kenneth Hoffman, Esq.
Greenberg, Traurig, Hoffman, Rosen, Lipoff & Quentel, P.A.
1221 Brickell Avenue
Miami, Florida 33131
Telephone: (305) 579-0500
Calculation of Filing Fee
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Transaction Valuation(1) Amount of filing fee(2)
$2,340,000 $468
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___________
(1) For purposes of calculating the filing fee only. This
calculation assumes the purchase of 2,600,000 shares of
Common Stock, $.01 par value, of Family Steak Houses of
Florida, Inc. at $0.90 net per share in cash.
(2) The amount of the filing fee equals 1/50th of one percent of
the aggregate value of cash offered by Bisco Industries,
Inc. for such number of shares.
* This Statement is also being filed to satisfy the reporting
requirements of Section 13(d) of the Securities Exchange Act
of 1934, as amended, and shall constitute an amendment to
Schedule 13 D filed with the Securities and Exchange
Commission on December 26, 1996 by the Bidder, Glen F.
Ceiley and the Bisco Industries, Inc. Profit Sharing and
Savings Plan, as amended.
[_] Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
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Amount Previously Paid: _________ Filing Party: _______
Form or Registration No.: _________ Date Filed: _________
</TABLE>
14D-1
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
BISCO INDUSTRIES, INC. (36-2807386)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [ X ] (a)
[ ] (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ILLINOIS
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
126,300 shares - See Section 8 of the Offer to
Purchase, dated March 6, 1997, filed as Exhibit (a)(1)
hereto
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
1.2%
10 TYPE OF REPORTING PERSON
CO
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is Family Steak Houses of
Florida, Inc., a Florida corporation (the "Company"). The
address of the Company's principal executive offices is 2113
Florida Boulevard, Suite A, Neptune Beach, Florida 32266.
(b) This Statement on Schedule 14D-1 relates to the offer by
Bisco Industries, Inc. (the "Purchaser"), an Illinois
corporation, to purchase up to 2,600,000 shares of common stock,
$0.01 par value (the "Shares"), of the Company at $0.90 per
Share, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to
Purchase, dated March 6, 1997 (the "Offer to Purchase"), and in
the related Letter of Transmittal (which, as amended from time to
time, together constitute the "Offer"). According to the
Company's Quarterly Report on Form 10-Q for the quarter ended as
of October 2, 1996, filed with the Securities and Exchange
Commission pursuant to the Exchange Act, as of November 11, 1997,
there were 10,920,700 shares Common Stock issued and outstanding.
The information set forth in the "Introduction" of the Offer to
Purchase annexed hereto as Exhibit (a)(1) is incorporated herein
by reference.
(c) The information set forth in Section 6 ("Price Range of
Shares; Dividends") of the Offer to Purchase is incorporated
herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d); (g) This Statement is being filed by the
Purchaser. The information set forth in Section 8 ("Certain
Information Concerning the Purchaser") of the Offer to Purchase
and Schedule I thereto is incorporated herein by reference.
(e) and (f) During the last five years, none of the
Purchaser, its executive officers or directors, the Bisco Plan
(as defined in the Offer to Purchase), or any person controlling
the Purchaser (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii)
was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which any such
person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws or finding any violation of
such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY.
(a)-(b) The information set forth in the Introduction,
Section 8 ("Certain Information Concerning the Purchaser") and
Section 10 ("Background and Purpose of the Offer; Plans for the
Company") of the Offer to Purchase is incorporated herein by
reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in Section 9 ("Source and
Amount of Funds") of the Offer to Purchase is incorporated herein
by reference.
(c) Not applicable.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF
THE BIDDER.
(a)-(e) The information set forth in the Introduction,
Section 10 ("Background and Purpose of the Offer; Plans for the
Company") of the Offer to Purchase is incorporated herein by
reference.
(f)-(g) The information set forth in Section 12 ("Effect of
the Offer on the Market for the Shares; Stock Quotations;
Registration Under the Exchange Act") of the Offer to Purchase is
incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in the Introduction and
Section 8 ("Certain Information Concerning the Purchaser") of the
Offer to Purchase is incorporated herein by reference.
(b) The information set forth in Section 8 ("Certain
Information Concerning the Purchaser ") of the Offer to Purchase
and Schedule II thereto is incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S
SECURITIES.
The information set forth in the Introduction and Section 8
("Certain Information Concerning the Purchaser ") of the Offer to
Purchase is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in the Introduction and Section 15
("Fees and Expenses") of the Offer to Purchase is incorporated
herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Section 8 ("Certain Information
Concerning the Purchaser ") of the Offer to Purchase is
incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) The information set forth in the Introduction and
Section 14 ("Certain Legal Matters ") of the Offer to Purchase is
incorporated herein by reference.
(c) Not applicable.
(d) The information set forth in Section 12 ("Effect of the
Offer on the Market for the Shares; Stock Quotations,
Registration Under the Exchange Act") and Section 14 ("Certain
Legal Matters ") of the Offer to Purchase is incorporated herein
by reference.
(e) Not applicable.
(f) The information set forth in the Offer to Purchase and
the Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(1) and (a)(2), respectively, is incorporated herein
by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated March 6, 1997.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter from the Information Agent to Brokers,
Dealers, Commercial Banks, Trust Companies
and other Nominees.
(a)(5) Letter to clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies
and other Nominees.
(a)(6) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(7) Summary Advertisement as published on March
6, 1997.
(a)(8) Text of Press Release, dated March 6, 1997,
issued by the Purchaser.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: March 6, 1997
BISCO INDUSTRIES, INC.
By:/s/Glen F. Ceiley
Glen F. Ceiley,
President
EXHIBIT INDEX
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Exhibit
Number Description
(a)(1) Offer to Purchase, dated March 6, 1997.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter from the Information Agent to Brokers,
Dealers, Commercial Banks, Trust Companies
and other Nominees.
(a)(5) Letter to clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies
and other Nominees.
(a)(6) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(7) Summary Advertisement as published on March
6, 1997.
(a)(8) Text of Press Release, dated March 6, 1997,
issued by the Purchaser.
</TABLE>
EXHIBIT (a)(1)
Offer to Purchase for Cash
Up to 2,600,000 Shares of Common Stock
of
Family Steak Houses of Florida, Inc.
at
$0.90 Net Per Share
by
Bisco Industries, Inc.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
FRIDAY, APRIL 4, 1997, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE
PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE FLORIDA
CONTROL SHARE ACT (SECTION 607.0902 OF THE FLORIDA BUSINESS
CORPORATION ACT) SHALL BE INAPPLICABLE TO THE OFFER, OR THE
PURCHASER OTHERWISE BEING SATISFIED THAT THE CONTROL THE SHARE ACT
WILL NOT DENY VOTING RIGHTS TO THE SHARES ACQUIRED BY THE PURCHASER
IN THE OFFER. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER
OF SHARES BEING TENDERED OR UPON THE PURCHASER OBTAINING FINANCING.
____________________
IMPORTANT
Any shareholder desiring to tender all or any portion of such
shareholder's Shares should either (1) complete and sign the Letter
of Transmittal (or a facsimile thereof) in accordance with the
instructions in the Letter of Transmittal, mail or deliver it and
any other required documents to the Depositary and either deliver
the certificate(s) for such tendered Shares to the Depositary along
with the Letter of Transmittal or tender such Shares pursuant to
the procedures for book-entry transfer set forth in Section 3 of
this Offer to Purchase, or (2) request such shareholder's broker,
dealer, commercial bank, trust company or other nominee to effect
the transaction for the shareholder. Shareholders having Shares
registered in the name of a broker, dealer, commercial bank, trust
company or other nominee must contact such broker, dealer,
commercial bank, trust company or other nominee if they desire to
tender such Shares.
A shareholder who desires to tender Shares and whose
certificate(s) for Shares are not immediately available, or who
cannot comply with the procedures for book-entry transfer on a
timely basis, may tender such Shares by following the procedures
for guaranteed delivery set forth in Section 3 of this Offer to
Purchase.
Questions and requests for assistance, or for additional
copies of this Offer to Purchase, the Letter of Transmittal or
other tender offer materials may be directed to the Information
Agent at its address and telephone number set forth on the back
cover of this Offer to Purchase. Holders of Shares may also
contact brokers, dealers, commercial banks and trust companies for
additional copies of this Offer to Purchase, the Letter of
Transmittal or other tender offer materials.
____________________
The Information Agent for the Offer is:
Garland Associates, Inc.
March 6, 1997
Table of Contents
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . .
1. Terms of the Offer; Extension of Tender Period;
Termination; Amendments. . . . . . . . . . . . . . . .
2. Acceptance for Payment and Payment of Offer Price. . .
3. Procedure for Tendering Shares . . . . . . . . . . . .
4. Withdrawal Rights. . . . . . . . . . . . . . . . . . .
5. Certain Federal Income Tax Consequences. . . . . . . .
6. Price Range of Shares; Dividends . . . . . . . . . . .
7. Certain Information Concerning the Company . . . . . .
8. Certain Information Concerning the Purchaser . . . . .
9. Source and Amount of Funds . . . . . . . . . . . . . .
10. Background and Purpose of the Offer; Plans for the
Company. . . . . . . . . . . . . . . . . . . . . . . .
11. Dividends and Distributions. . . . . . . . . . . . . .
12. Effects of the Offer on the Market for Shares;
Stock Quotations; Registration Under the Exchange
Act. . . . . . . . . . . . . . . . . . . . . . . . . .
13. Certain Conditions of the Offer. . . . . . . . . . . .
14. Certain Legal Matters. . . . . . . . . . . . . . . . .
15. Fees and Expenses. . . . . . . . . . . . . . . . . . .
16. Miscellaneous. . . . . . . . . . . . . . . . . . . . .
SCHEDULE I . . . . . . . . . . . . . . . . . . . . . . . . . . .
To The Holders of Common Stock of Family Steak Houses of Florida,
Inc.:
INTRODUCTION
Bisco Industries, Inc., an Illinois corporation (the
"Purchaser"), hereby offers to purchase up to 2,600,000 shares of
common stock, par value $.01 per share (the "Shares"), of Family
Steak Houses of Florida, Inc., a Florida corporation (the
"Company"), at $0.90 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set
forth in this Offer to Purchase and in the related Letter of
Transmittal (which, as amended from time to time, together
constitute the "Offer").
Tendering shareholders will not be obligated to pay brokerage
fees or commissions or, subject to Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares by the
Purchaser pursuant to the Offer. However, any tendering
shareholder or other payee who fails to complete and sign the
Substitute Form W-9 that is included in the Letter of Transmittal
may be subject to a required backup federal income tax withholding
of 31% of the gross proceeds payable to such shareholder or other
payee pursuant to the Offer. See Section 3. The Purchaser will
pay all charges and expenses of Garland Associates, Inc., as
Information Agent (the "Information Agent"), and Harris Trust
Company of New York, as Depositary (the "Depositary"), incurred in
connection with the Offer. See Section 15.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES
BEING TENDERED OR UPON THE PURCHASER OBTAINING FINANCING.
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. Upon consummation of the Offer, the
Purchaser will seek to obtain representation, at least commensurate
with its equity interest, on the Board of Directors of the Company
(the "Board"), at or before the Company's next annual meeting of
shareholders. The Purchaser 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 the Purchaser or any of its affiliates.
Although the Purchaser will seek to consummate the Offer as
soon as practicable after the Expiration Date (as defined herein),
the provisions of Section 607.0902 of the Florida Business
Corporation Act (the "Control Share Act") may affect the
Purchaser's ability to vote any Shares acquired pursuant to the
Offer. See "The Control Share Condition," below. The Purchaser
has requested that the Board confer voting rights on all Shares
owned or acquired by the Purchaser (whether pursuant to the Offer
or otherwise) that would be considered "control shares" within the
meaning of the Control Share Act and therefore not be afforded
voting rights. Accordingly, the timing of consummation of the
Offer will depend on a variety of factors and legal requirements,
the actions of the Board, the number of Shares tendered for
purchase pursuant to the Offer, and whether the Control Share
Condition (as defined herein) is satisfied or waived.
According to the Company's Quarterly Report on Form 10-Q for
the Quarter Ended October 2, 1996 (the "October 1996 Form 10-Q"),
filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Exchange Act, as of November 11, 1996
there were 10,920,700 Shares issued and outstanding. In addition,
according to the Company's Annual Report on Form 10-K for the
Fiscal Year Ended January 3, 1996 (the "1995 Form 10-K"), as of
January 3, 1996 there were outstanding options and warrants to
purchase 3,060,200 Shares. As of the date hereof, the Purchaser
and its affiliates beneficially own 701,790 Shares, 126,300 of
which shares are beneficially owned by the Purchaser. All such
Shares were acquired in open market purchases. Based on the
foregoing and assuming no additional Shares (or options, warrants
or rights exercisable for, or securities convertible into, Shares)
have been issued since November 11, 1996 (other than Shares issued
pursuant to the exercise of the options and warrants referred to
above), or, in the case of options, since January 3, 1996, if the
Purchaser were to purchase 2,600,000 Shares in the Offer, the
Purchaser and its affiliates would beneficially own approximately
30.2% of the outstanding Shares, or approximately 23.6% of the
Shares on a fully diluted basis (assuming that all outstanding
options and warrants are exercised).
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE
PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE CONTROL
SHARE ACT SHALL BE INAPPLICABLE TO THE OFFER, OR THE PURCHASER
OTHERWISE BEING SATISFIED THAT THE CONTROL SHARE ACT WILL NOT DENY
VOTING RIGHTS TO THE SHARES ACQUIRED BY THE PURCHASER IN THE OFFER.
SEE SECTION 13.
The Control Share Condition. The Control Share Condition
requires that the Purchaser be satisfied, in its sole discretion,
that the Control Share Act shall be inapplicable to the Offer.
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. In the event that
the control shares are accorded full voting rights and the
acquiring person has acquired control shares with a majority or
more of all the 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 for the fair value of their shares.
For purposes of the Control Share Act, 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 an issuing public
corporations 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. The Company's Articles of Incorporation, as amended, and
Bylaws currently do not exclude the Company from the restrictions
imposed by the Control Share Act.
The Control Share Condition would be satisfied if the
Company's Bylaws were amended such that, prior to consummation of
the Offer, the Company's Bylaws provide that the provisions of the
Control Share Act do not apply to control share acquisitions of the
Shares. The Control Share Condition also would be satisfied if the
Board were to approve the Purchaser's acquisition of Shares
pursuant to the Offer, or if the Purchaser, in its sole discretion,
otherwise were satisfied that the Control Share Act was invalid or
its restrictions inapplicable to the Purchaser in connection with
the Offer for any reason, including, without limitation, those
specified in the Control Share Act.
The Purchaser has requested that the Board approve the
Purchaser's acquisition of Shares pursuant to the Offer and confer
voting rights for any Shares owned or acquired by the Purchaser
(whether pursuant to the Offer or otherwise) that would be
considered control shares within the meaning of the Control Share
Act. If the Board does not take timely action to satisfy the
Control Share Condition, or seeks to condition, restrict or limit
their approval of such voting rights on terms unsatisfactory to the
Purchaser in its sole discretion, the Purchaser intends to solicit
proxies or consents to amend the Company's Bylaws to make the
Control Share Act inapplicable to the control share acquisitions of
the Shares. This Offer to Purchase does not constitute a
solicitation of a proxy, consent or authorization for or with
respect to the annual meeting or any special meeting of the
company's stockholders. Any such solicitation will be made
pursuant to separate proxy materials complying with the
requirements of Section 14(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder.
The Purchaser currently contemplates that Shares will not be
accepted for payment pursuant to the Offer until the conditions of
the Offer, including the Control Share Condition, have been
satisfied. If the Board does not satisfy the Control Share
Condition, the Purchaser anticipates that the Offer will not be
consummated until such time as the Purchaser is able to take such
other actions as may be required to satisfy such condition. The
Purchaser reserves the right to waive any conditions of the Offer,
including the Control Share Condition. See Section 13.
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL
CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ IN THEIR ENTIRETY
BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
1. TERMS OF THE OFFER; EXTENSION OF TENDER PERIOD;
TERMINATION; AMENDMENTS. Upon the terms and subject to the
conditions of the Offer (including, if the Offer is extended or
amended, the terms and conditions of any such extension or
amendment), the Purchaser will accept for payment and pay for up to
2,600,000 Shares (or such greater number of Shares as the Purchaser
elects to purchase pursuant to the Offer) which are validly
tendered on or prior to the Expiration Date (as hereinafter
defined) and not theretofore withdrawn as permitted by Section 4.
The term "Expiration Date" means 5:00 P.M., New York City time, on
Friday, April 4, 1997, unless and until the Purchaser shall have
extended the period of time for which the Offer is open, in which
event the term "Expiration Date" shall mean the latest time and
date at which the Offer, as so extended by the Purchaser, shall
expire.
Consummation of the Offer is conditioned upon, among other
things, satisfaction or waiver by the Purchaser of certain
conditions, including the Control Share Condition. If any or all
of such conditions are not satisfied or any or all of the other
events set forth in Section 13 shall have occurred or shall be
determined by the Purchaser to have occurred prior to the
Expiration Date, the Purchaser reserves the right (but shall not be
obligated) to (i) decline to purchase any or all of the Shares
tendered and terminate the Offer, and return all such tendered
Shares to tendering shareholders, (ii) waive any or all
unsatisfied conditions and, subject to complying with applicable
rules and regulations of the Commission, purchase all Shares
validly tendered by the Expiration Date and not withdrawn,
(iii) extend the Offer and, subject to the right of shareholders to
withdraw Shares until the Expiration Date, retain the Shares that
have been tendered until the expiration of the Offer as extended,
or (iv) otherwise amend the Offer.
Upon the terms and subject to the conditions of the Offer, if
more than the 2,600,000 Shares (or such greater number of Shares as
the Purchaser elects to purchase pursuant to the Offer) shall be
validly tendered and not withdrawn prior to the Expiration Date,
the Purchaser will, upon the terms and subject to the conditions of
the Offer, purchase 2,600,000 Shares (or such greater number of
Shares) on a pro rata basis (with adjustments to avoid purchases of
fractional Shares) based upon the number of Shares validly tendered
and not withdrawn prior to the Expiration Date.
Because of the difficulty of determining the precise number of
Shares properly tendered and not withdrawn, if proration is
required, the Purchaser may not be able to announce the final
proration factor until approximately six Nasdaq trading days after
the Expiration Date. Preliminary results of proration will be
announced by press release as promptly as practicable after the
Expiration Date. Stockholders may obtain such preliminary
information from the Information Agent and may be able to obtain
such information from their brokers. The Purchaser will not pay
for any Shares accepted for payment pursuant to the Offer until the
final proration factor is known.
The Purchaser expressly reserves the right, in its sole
discretion, at any time and from time to time, to extend for any
reason the period of time during which the Offer is open, including
as a result of the occurrence of any of the events specified in
Section 13, by giving oral or written notice of such extension to
the Depositary and by making a public announcement thereof, as
described below. During any such extension, all Shares previously
tendered and not withdrawn will remain subject to the Offer,
subject to the rights of a tendering stockholder to withdraw any
tendered Shares. See Section 4.
Subject to the applicable regulations of the Commission, the
Purchaser also expressly reserves the right, in its sole
discretion, at any time or from time to time, to (i) delay
acceptance for payment of or, regardless of whether such Shares
were theretofore accepted for payment, payment for any Shares,
pending receipt of any regulatory or third-party approval specified
in Section 13 or in order to comply in whole or in part with any
applicable law, (ii) terminate the Offer (whether or not any Shares
have theretofore been accepted for payment) if any of the
conditions referred to in Section 13 have not been satisfied or
upon the occurrence of any of the events specified in Section 13,
and (iii) waive any condition or otherwise amend the Offer in any
respect, in each case by giving oral or written notice of such
delay, termination, waiver or amendment to the Depositary and by
making a public announcement thereof, as described below. The
Purchaser acknowledges that (i) Rule 14e-l(c) under the Exchange
Act requires the Purchaser to pay the consideration offered or
return the Shares tendered promptly after the termination or
withdrawal of the Offer, and (b) the Purchaser may not delay
acceptance for payment of, or payment for (except as provided in
the clause (i) of this paragraph, or if proration is required), any
Shares upon the occurrence of any of the events specified in
Section 13 without extending the period of time during which the
Offer is open.
Any extension, delay, termination or amendment of the Offer
will be followed as promptly as practicable by public announcement
thereof, such announcement in the case of an extension to be issued
no later than 9:00 a.m., New York City time, on the next business
day after the previously scheduled Expiration Date. Subject to
applicable law (including Rules 14d-4(c) , 14d-6(d) and 14e-1
under the Exchange Act, which require that material changes be
promptly disseminated to shareholders in a manner reasonably
designed to inform them of such changes) and without limiting the
manner in which the Purchaser may choose to make any public
announcement, the Purchaser shall have no obligation to publish,
advertise or otherwise communicate any such public announcement
other than by issuing a press release or other public announcement.
If the Purchaser makes a material change in the terms of the
Offer or the information concerning the Offer, or if it waives a
material condition of the Offer, the Purchaser will disseminate
additional tender offer materials (including by public announcement
as set forth above) and extend the Offer to the extent required by
Rules 14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act. The
Purchaser reserves the right (but shall not be obligated) to accept
for payment more than 2,600,000 Shares pursuant to the Offer. The
Purchaser has no present intention of exercising such right. If a
number of additional Shares in excess of 2% of the outstanding
Shares is to be accepted for payment and, at the time notice of the
Purchaser's decision to accept for payment such additional Shares
is first published, sent or given to holders of Shares, the Offer
is scheduled to expire at any time earlier than the tenth business
day from the date that such notice is so published, sent or given,
the Offer will be extended until the expiration of such period of
ten business days.
If, prior to the Expiration Date, the Purchaser decides to
increase or decrease the number of Shares being sought or to
increase or decrease the consideration being offered in the Offer,
such increase or decrease in the number of Shares being sought or
such increase or decrease in the consideration being offered will
be applicable to all shareholders whose Shares are accepted for
payment pursuant to the Offer and, if at the time notice of any
such increase or decrease in the number of Shares being sought or
such increase or decrease in the consideration being offered is
first published, sent or given to holders of such Shares, the Offer
is scheduled to expire at any time earlier than the period ending
on the tenth business day from and including the date that such
notice is first so published, sent or given, the Offer will be
extended at least until the expiration of such ten-business-day
period. For purposes of the Offer, a "business day" means any day
other than a Saturday, Sunday or federal holiday and consists of
the time period from 12:01 a.m. through 12:00 midnight, New York
City time.
A demand is being made to the Company pursuant to Rule 14d-5
under the Exchange Act for the use of the Company's stockholder
list and security position listings for the purpose of
disseminating the Offer to holders of Shares. Upon compliance by
the Company with such request, this Offer to Purchase and the
related Letter of Transmittal and, if required, other relevant
materials will be mailed to record holders of Shares or to brokers,
dealers, commercial banks, trust companies and similar persons
whose names, or the names of whose nominees, appear on the
Company's shareholder list or, if applicable, who are listed as
participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares.
2. ACCEPTANCE FOR PAYMENT AND PAYMENT OF OFFER PRICE. Upon
the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any
extension or amendment), the Purchaser will accept for payment and
will pay for up to 2,600,000 Shares (or such greater number of
Shares as the Purchaser elects to purchase pursuant to the Offer)
validly tendered prior to the Expiration Date (and not properly
withdrawn in accordance with Section 4) as soon as practicable
after the latest to occur of (i) the Expiration Date and (ii) the
satisfaction or waiver of the conditions of the Offer set forth in
Section 13. Any determination concerning the satisfaction of such
terms and conditions shall be within the sole discretion of the
Purchaser, and such determination shall be final and binding on all
tendering shareholders. The Purchaser expressly reserves the right
to delay acceptance for payment of, or payment for, Shares in order
to comply in whole or in part with any applicable law. See Section
13.
In all cases, payment for Shares accepted for payment pursuant
to the Offer will be made only after timely receipt by the
Depositary of (i) certificates representing such Shares (or a
timely confirmation of a book-entry transfer of such Shares into
the Depositary's account at one of the Book-Entry Transfer
Facilities, as described in Section 3), (ii) a properly completed
and duly executed Letter of Transmittal (or facsimile thereof) with
any required signature guarantees, or and Agent's Message (as
defined herein) in connection with a book-entry transfer, and
(iii) any other documents required by the Letter of Transmittal.
The term "Agent's Message" means a message transmitted through
electronic means by a Book-Entry Transfer Facility to, and received
by, the Depositary and forming a part of a book-entry confirmation,
which states that such Book-Entry Transfer Facility has received an
express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares that such participant has
received and agrees to be bound by the terms of the Letter of
Transmittal and that the Purchaser may enforce such agreement
against the participant.
Payment for the Shares accepted for payment pursuant to the
Offer will be delayed in the event of proration due to the
difficulty of determining the number of Shares validly tendered and
not withdrawn. See Section 1.
For purposes of the Offer, the Purchaser will be deemed to
have accepted for payment, and thereby purchased, tendered Shares
when, as and if the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance of such Shares for
payment. Payment for Shares accepted pursuant to the Offer will be
made by the deposit of the aggregate purchase price therefor with
the Depositary, which will act as agent for the tendering
shareholders for the purpose of receiving such payment from the
Purchaser and transmitting payment to such tendering shareholders.
UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE FOR
SHARES BE PAID BY THE PURCHASER BY REASON OF ANY DELAY IN MAKING
SUCH PAYMENT. Upon the deposit of funds with the Depositary for
the purpose of making payments to tendering shareholders, the
Purchaser's obligation to make such payment shall be satisfied and
tendering shareholders must thereafter look solely to the
Depositary for payment of amounts owed to them by reason of the
acceptance for payment of Shares pursuant to the Offer. If, for
any reason whatsoever, acceptance for payment of or payment for any
Shares tendered pursuant to the Offer is delayed, or the Purchaser
is unable to accept for payment or pay for Shares tendered pursuant
to the Offer, then, without prejudice to the Purchaser's rights set
forth herein, the Depositary may, nevertheless, on behalf of the
Purchaser, retain tendered Shares, and such Shares may not be
withdrawn, except to the extent that the tendering shareholder is
entitled to and duly exercises withdrawal rights as described in
Section 4. Although the Purchaser does not believe that there are
any stock transfer taxes incident to the transfer to it of validly
tendered Shares, the Purchaser will pay any such stock transfer
taxes, except as otherwise provided in Instruction 6 of the Letter
of Transmittal, as well as any charges and expenses of the
Depositary and the Information Agent.
If any tendered Shares are not accepted for payment for any
reason pursuant to the terms and conditions of the Offer (including
proration due to tenders of Shares pursuant to the Offer in excess
of the maximum number of Shares to be accepted by the Purchaser )
or if Share certificates are submitted evidencing more Shares than
are tendered, Share certificates evidencing unpurchased or
untendered Shares will be returned, without expense to the
tendering stockholder (or, in the case of Shares tendered by book-
entry transfer into the Depositary's account at a Book-Entry
Transfer Facility pursuant to the procedure set forth in Section 3,
such Shares will be credited to an account maintained at such Book-
Entry Transfer Facility), as promptly as practicable following the
expiration or termination of the Offer.
IF, PRIOR TO THE EXPIRATION DATE, THE PURCHASER INCREASES THE
CONSIDERATION OFFERED TO HOLDERS OF SHARES PURSUANT TO THE OFFER,
THE PURCHASER WILL PAY SUCH INCREASED CONSIDERATION FOR ALL SHARES
ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER, WHETHER OR NOT SUCH
SHARES HAVE BEEN TENDERED OR ACCEPTED FOR PAYMENT PRIOR TO SUCH
INCREASE IN THE CONSIDERATION.
The Purchaser reserves the right to transfer or assign, in
whole at any time or in part from time to time, to one or more of
its affiliates, the right to purchase all or any portion of the
Shares tendered pursuant to the Offer, but any such transfer or
assignment will not relieve the Purchaser of its obligations under
the Offer and will in no way prejudice the rights of tendering
shareholders to receive payment for Shares validly tendered and
accepted for payment pursuant to the Offer.
3. PROCEDURE FOR TENDERING SHARES. Except as set forth
below, in order for Shares to be validly tendered pursuant to the
Offer, the Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, together with any required signature
guarantees, or an Agent's Message (as hereinafter defined) in
connection with a book-entry transfer of Shares, and any other
documents required by the Letter of Transmittal, must be received
by the Depositary at one of its addresses set forth on the back
cover of this Offer to Purchase on or prior to the Expiration Date,
and either (i) certificates evidencing tendered Shares must be
received by the Depositary along with the Letter of Transmittal,
(ii) Shares must be tendered pursuant to the procedure for book-
entry transfer described below (and confirmation of receipt of such
delivery must be received by the Depositary), in each case, prior
to the Expiration Date, or (iii) the tendering shareholder must
comply with the guaranteed delivery procedures described below. No
alternative, conditional or contingent tenders will be accepted.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THE LETTER OF
TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY
THROUGH A BOOK-ENTRY FACILITY, IS AT THE OPTION AND RISK OF THE
TENDERING SHAREHOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
Signature Guarantees. No signature guarantee is required on
the Letter of Transmittal (i) if such Letter of Transmittal is
signed by the registered holder of the Shares tendered therewith,
unless such holder has completed either the box entitled "Special
Delivery Instructions" or the box entitled "Special Payment
Instructions" in the Letter of Transmittal, or (ii) if Shares are
tendered for the account of a firm that is a member in good
standing of the Security Transfer Agent's Medallion Program, the
New York Stock Exchange Medallion Signature Program or the Stock
Exchange Medallion Program (each being hereinafter referred to as
an "Eligible Institution"). See Instruction 1 of the Letter of
Transmittal.
If a certificate representing Shares is registered in the name
of a person other than the signer of the Letter of Transmittal, or
if payment is to be made or Shares not accepted for payment or not
tendered are to be returned to a person other than the registered
holder, the certificate must be endorsed or accompanied by an
appropriate stock power, in either case signed exactly as the
name(s) of the registered holder(s) appears on the certificate,
with the signature(s) on the certificate or stock power guaranteed
by an Eligible Institution. If the Letter of Transmittal or stock
powers are signed or any certificate is endorsed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and, unless
waived by the Purchaser, proper evidence satisfactory to the
Purchaser of their authority so to act must be submitted. See
Instruction 5 of the Letter of Transmittal.
Book-Entry Transfer. The Depositary will make a request to
establish accounts with respect to the Shares at The Depository
Trust Company and the Philadelphia Depository Trust Company
(individually, a "Book-Entry Transfer Facility" and, collectively,
the "Book-Entry Transfer Facilities") for purposes of the Offer
within two business days after the date of this Offer to Purchase,
and any financial institution that is a participant in any of the
Book-Entry Transfer Facilities' systems may make book-entry
delivery of the Shares by causing any Book-Entry Transfer Facility
to transfer such Shares into the Depositary's account in accordance
with such Book-Entry Transfer Facility's procedure for such
transfer. Although delivery of Shares may be effected through
book-entry transfer at any Book-Entry Transfer Facility, a properly
completed and duly executed Letter of Transmittal (or facsimile
thereof), with any required signature guarantees, or an Agent's
Message and any other required documents, must, in any case, be
transmitted to and received by the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase
prior to the Expiration Date, or the guaranteed delivery procedures
described below must be complied with.
REQUIRED DOCUMENTS MUST BE TRANSMITTED TO AND RECEIVED BY THE
DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE BACK COVER PAGE
OF THIS OFFER TO PURCHASE. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY
TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER
FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY
Guaranteed Delivery. If a shareholder desires to tender
Shares pursuant to the Offer and such shareholder's Share
certificates are not immediately available (or the procedures for
book-entry transfer cannot be completed on a timely basis) or time
will not permit all required documents to reach the Depositary
prior to the Expiration Date, such Shares may nevertheless be
tendered, provided that all of the following conditions are
satisfied:
(a) such tender is made by or through an Eligible
Institution;
(b) the Depositary receives, prior to the Expiration
Date, a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form provided by the
Purchaser herewith; and
(c) the certificates representing all tendered Shares in
proper form for transfer (or confirmation of a book-entry
transfer of such Shares into the Depositary's account at one
of the Book-Entry Transfer Facilities), together with a
properly completed and duly executed Letter of Transmittal (or
facsimile thereof) with any required signature guarantees (or,
in connection with a book-entry transfer, an Agent's Message)
and any other documents required by the Letter of Transmittal
are received by the Depositary within three trading days after
the date of such Notice of Guaranteed Delivery. For purposes
of this Offer, a "trading day" is any day on which the Nasdaq
Stock Market is open for business.
A Notice of Guaranteed Delivery may be delivered by hand, or
may be transmitted by telegram, telex, facsimile transmission or
mail, to the Depositary and must include a guarantee by an Eligible
Institution in the form set forth in the Notice of Guaranteed
Delivery.
Notwithstanding any other provision hereof, payment for Shares
accepted for payment pursuant to the Offer will in all cases be
made only after timely receipt by the Depositary of certificates
representing such Shares (or timely confirmation of a book-entry
transfer of such Shares into the Depositary's account at a
Book-Entry Transfer Facility), a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), together
with any required signature guarantees (or, in connection with a
book-entry transfer, an Agent's Message) and any other documents
required by the Letter of Transmittal. Accordingly, tendering
shareholders may be paid at different times depending upon when
certificates representing Shares or confirmations of book-entry
transfers of such Shares are actually received by the Depositary.
Appointment as Proxy. By executing the Letter of Transmittal,
a tendering shareholder irrevocably appoints designees of the
Purchaser as such shareholder's proxies, in the manner set forth in
the Letter of Transmittal, each with full power of substitution, to
the full extent of such shareholder's rights with respect to the
Shares tendered by such shareholder and accepted for payment by the
Purchaser (and any and all other Shares or other securities or
rights issued or issuable in respect of such Shares on or after the
date of this Offer to Purchase), effective if, when and to the
extent that the Purchaser accepts such Shares for payment pursuant
to the Offer. Upon such acceptance for payment, all prior proxies
given by such shareholder with respect to such Shares or other
securities accepted for payment will, without further action, be
revoked, and no subsequent proxies may be given by such shareholder
nor any subsequent written consents executed (and, if given or
executed, will not be deemed effective). The designees of the
Purchaser will, with respect to such Shares and other securities or
rights issuable in respect thereof, be empowered to exercise all
voting and other rights of such shareholder as they, in their sole
discretion, may deem proper in respect of any annual, special,
adjourned or postponed meeting of the Company's shareholders, by
written consent in lieu of any such meeting or otherwise. The
Purchaser reserves the right to require that, in order for Shares
to be deemed validly tendered, immediately upon the Purchaser's
acceptance for payment of such Shares the Purchaser must be able to
exercise full voting rights with respect to such Shares. See
"Introduction" and Section 13. The foregoing proxies are effective
only upon acceptance for payment of Shares pursuant to the Offer.
The Offer does not constitute a solicitation of proxies, absent a
purchase of Shares, for any meeting of the Company's shareholders.
Any such solicitation will be made only pursuant to separate proxy
or consent solicitation materials complying with the Exchange Act.
See "Introduction."
Backup United States Federal Withholding Tax. Under the
United States federal income tax laws, the Depositary will be
required to withhold 31% of the amount of any payments made to
certain shareholders pursuant to the Offer. To prevent federal
income tax backup withholding on payments made to shareholders with
respect to Shares purchased pursuant to the Offer, each shareholder
must provide the Depositary with his correct taxpayer
identification number and certify that he is not subject to backup
federal income tax withholding by completing the Substitute Form
W-9 included in the Letter of Transmittal. Foreign holders must
submit a completed Form W-8 to avoid backup withholding. This form
may be obtained from the Depositary. See Instruction 10 of the
Letter of Transmittal.
Determination of Validity. All questions as to the form of
documents and the validity, eligibility (including time of receipt)
and acceptance for payment of any tendered Shares will be
determined by the Purchaser, in its sole discretion, whose
determination shall be final and binding on all parties. The
Purchaser reserves the absolute right to reject any or all tenders
of any Shares that it determines are not in appropriate form or the
acceptance for payment of or payment for which may, in the opinion
of the Purchaser's counsel, be unlawful. The Purchaser also
reserves the absolute right to waive any of the conditions of the
Offer or any defect or irregularity in any tender with respect to
any particular Shares or any particular shareholder, whether or not
similar defects or irregularities are waived in the case of other
shareholders. No tender of Shares will be deemed to have been
validly made until all defects or irregularities relating thereto
have been cured or expressly waived to the satisfaction of the
Purchaser. The Purchaser's interpretation of the terms and
conditions of the Offer (including the Letter of Transmittal and
the Instructions thereto) will be final and binding. None of the
Purchaser, the Depositary, the Information Agent or any other
person will be under any duty to give notification of any defects
or irregularities in tenders, nor shall any of them incur any
liability for failure to give any such notification.
Other Requirements. The Purchaser's acceptance for payment of
Shares tendered pursuant to any of the procedures described above
will constitute a binding agreement between the tendering
shareholder and the Purchaser upon the terms and subject to the
conditions of the Offer.
4. WITHDRAWAL RIGHTS. Except as otherwise provided in this
Section 4, tenders of Shares made pursuant to the Offer will be
irrevocable. Shares tendered may be withdrawn at any time prior to
the Expiration Date, and, unless theretofore accepted for payment
by the Purchaser as provided herein, may also be withdrawn at any
time after May 5, 1997 or at such later time as may apply if the
Offer is extended.
If the Purchaser extends the Offer, is delayed in its
acceptance for payment of any Shares tendered or is unable to
accept for payment or pay for Shares tendered pursuant to the Offer
for any reason whatsoever, then, without prejudice to the
Purchaser's rights set forth herein, the Depositary may,
nevertheless, on behalf of the Purchaser, retain tendered Shares,
and such Shares may not be withdrawn except to the extent that
tendering shareholders are entitled to and duly exercise withdrawal
rights as described in this Section 4. Any such delay will be
accompanied by an extension of the Offer to the extent required by
law.
For a withdrawal to be effective, a written, telegraphic,
telex or facsimile transmission notice of withdrawal must be timely
received by the Depositary at one of its addresses set forth on the
back cover of this Offer to Purchase. Any such notice of
withdrawal must specify the name of the person who tendered the
Shares to be withdrawn, the number of Shares to be withdrawn and
the name(s) in which the certificate(s) representing such Shares
are registered, if different from that of the person who tendered
such Shares. If certificates for Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, the name of
the registered holder and the serial numbers shown on the
particular certificates evidencing such Shares to be withdrawn must
also be furnished to the Depositary prior to the physical release
of the Shares to be withdrawn. The signature(s) on the notice of
withdrawal must be guaranteed by an Eligible Institution (except in
the case of Shares tendered by an Eligible Institution). If Shares
have been tendered pursuant to the procedures for book-entry
transfer set forth in Section 3, any notice of withdrawal must
specify the name and number of the account at the appropriate
Book-Entry Transfer Facility to be credited with such withdrawn
Shares and must otherwise comply with such Book-Entry Transfer
Facility's procedures.
Withdrawals of tenders of Shares may not be rescinded, and
Shares properly withdrawn will thereafter be deemed not validly
tendered for purposes of the Offer. However, withdrawn Shares may
be retendered by again following the procedures described in
Section 3 at any time prior to the Expiration Date.
All questions as to the form and validity (including time of
receipt) of notices of withdrawal will be determined by the
Purchaser, in its sole discretion, whose determination will be
final and binding. None of the Purchaser, the Depositary, the
Information Agent or any other person will be under any duty to
give notification of any defects or irregularities in any notice of
withdrawal, nor shall any of them incur any liability for failure
to give any such notification.
5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The receipt of
cash for Shares pursuant to the Offer will be a taxable transaction
for federal income tax purposes (and may also be a taxable
transaction under applicable state, local or other tax laws). In
general, a shareholder will recognize gain or loss for such
purposes equal to the difference between such shareholder's
adjusted tax basis for the Shares such shareholder sells in such
transaction and the amount of cash received therefor. Gain or loss
must be determined separately for each block of Shares (i.e.,
Shares acquired at the same cost in a single transaction) sold
pursuant to the Offer. Such gain or loss will be capital gain or
loss if the Shares are a capital asset in the hands of the
shareholder and will be long term capital gain or loss if the
Shares were held for more than one year on the date of sale (in the
case of the Offer). Long-term capital gains for individuals
currently are taxed at a maximum rate of 28%. Legislative
proposals may be introduced that would decrease the tax rate
applicable to an individual's long-term capital gains. It is not
known whether any such proposal will be enacted, and, if enacted,
what the new rate (if changed) will be and when any such new rate
will become effective.
Payments in connection with the Offer may be subject to
"backup withholding" at a rate of 31%. Backup withholding
generally applies if the shareholder (a) fails to furnish his
social security number or TIN, (b) furnishes an incorrect TIN, or
(c) under certain circumstances, fails to provide a certified
statement, signed under penalties of perjury, that the TIN provided
is his correct number and that he is not subject to backup
withholding. Backup withholding is not an additional tax but
merely an advance payment, which may be refunded to the extent it
results in an overpayment of tax. Certain persons generally are
entitled to exemption from backup withholding, including
corporations and financial institutions. Certain penalties apply
for failure to furnish correct information and for failure to
include reportable payments in income. Each shareholder should
consult with his own tax advisor as to his qualification for
exemption from backup withholding and the procedure for obtaining
such exemption. Tendering shareholders may be able to prevent
backup withholding by completing the Substitute Form W-9 included
in the Letter of Transmittal.
The discussion of United States federal income tax
consequences set forth above is for general information only and is
based on existing law as of the date hereof. This discussion does
not address all United States federal income tax considerations
that may be relevant to particular shareholders in light of their
specific circumstances, such as shareholders who are dealers in
securities, foreign persons or shareholders who acquired their
shares pursuant to the exercise of an employee stock option or
otherwise as compensation. Shareholders of the Company are urged
to consult their own tax advisors to determine the particular tax
consequences to them of the offer (including the applicability and
effect of federal, state, local, foreign and other tax laws, and
possible changes in such tax laws, which may have retroactive
effect).
6. PRICE RANGE OF SHARES; DIVIDENDS. The Shares commenced
trading on The Nasdaq National Market under the symbol "RYFL." The
following table sets forth, for the periods indicated, the high and
low closing per Share sales prices on The Nasdaq National Market,
as reported by Nasdaq. The Company has not declared or paid any
cash dividends with respect to the Shares for the periods
indicated.
[CAPTION]
<TABLE>
<S> <C> <C>
High Low
Fiscal Year Ending January 3, 1996
First Quarter $15/16 $9/32
Second Quarter $15/16 $9/16
Third Quarter $1 $11/16
Fourth Quarter $1 3/16 $5/8
Fiscal Year Ending January 1, 1997
First Quarter $31/32 $5/8
Second Quarter $29/32 $9/16
Third Quarter $3/4 $1/2
Fourth Quarter $12/32 $7/16
Fiscal Year Ending January 7, 1998
First Quarter (through
March 4, 1997) $31/32 $1/2
</TABLE>
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. Shareholders are urged to obtain a current
market quotation for the Shares.
7. CERTAIN INFORMATION CONCERNING THE COMPANY. Except as
otherwise set forth herein, the information concerning the Company
contained in this Offer to Purchase, including financial
information, has been taken from or based upon publicly available
documents and records on file with the Commission and other public
sources. Neither the Purchaser nor the Information Agent assumes
any responsibility for the accuracy or completeness of the
information concerning the Company contained in such documents and
records or for any failure by the Company to disclose events or
information which may have occurred or may affect the significance
or accuracy of any such information but which are unknown to the
Purchaser or the Information Agent.
The Company is a Florida corporation and its principal
executive offices are located at 2113 Florida Boulevard, Suite A,
Neptune Beach, Florida 32266, telephone number (904) 249-4197. The
following description of the Company's business has been taken from
the 1995 Form 10-K:
"[The Company] is the sole franchisee of Ryan's Family
Steak House restaurants ("Ryan's restaurants") in the State of
Florida.
The Company's first Ryan's restaurant was opened in
Jacksonville, Florida in May 1982. As of January 3, 1996, the
Company operated 24 Ryan's restaurants in Florida, including
nine in north Florida and fifteen in central and west
Florida."
Other Information. The Shares are registered under the
Exchange Act. Accordingly, the Company is subject to the
informational filing requirements of the Exchange Act and, in
accordance therewith, is obligated to file periodic reports, proxy
statements and other information with the Commission relating to
its business, financial condition and other matters. Information,
as of particular dates, concerning the Company's directors and
officers, their remuneration, stock options granted to them, the
principal holders of the Company's securities and any material
interest of such persons in transactions with the Company is
required to be disclosed in such proxy statements and distributed
to the Company's shareholders and filed with the Commission. Such
reports, proxy statements and other information should be available
for inspection at the public reference facilities at the
Commission's principal office at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549, and at the regional offices of the
Commission located at Seven World Trade Center, New York, New York
10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. The Commission maintains a site on the World Wide Web, and
the reports, proxy statements and other information filed by the
Company with the Commission may be accessed electronically on the
Web at http://www.sec.gov. Copies of such material may also be
obtained by mail, upon payment of the Commission's customary fees,
from the Commission's principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549.
8. CERTAIN INFORMATION CONCERNING THE PURCHASER. The
Purchaser is an Illinois corporation whose principal executive
offices are located at 704 W. Southern Avenue, Orange, California
92865, telephone number (714) 283-7140. The Purchaser's principal
business is the distribution of fasteners and electronic
components. The directors and executive officers of the Purchaser,
all of whom are U.S. citizens, are as follows:
GLEN F. CEILEY is 51 and has been President and a
Director of the Purchaser since 1973. Mr. Ceiley owns 100% of
the voting common stock of the Purchaser.
STEPHEN CATANZARO is 44 and has been employed by the
Purchaser since 1992 and was appointed Vice President Finance
and Chief Financial Officer of the Purchaser in September
1995. Mr. Catanzaro was elected as a director of the
Purchaser in February 1997.
GARY PEINOVICH is 46 and has been a director of the
Purchaser since January 1997. Mr. Peinovich was Vice
President Marketing of the Purchaser from January 1994 to June
1996. Prior to that time, he was General Manager of ITW
Plastiglide, Inc., a manufacturer of molded plastic
components, from November 1986 to October 1992.
Set forth below is a summary of certain financial information
with respect to the Purchaser, derived from the Purchaser's audited
financial statements:
Selected Financial Data of the Purchaser
(dollars in thousands)
[CAPTION]
<TABLE>
<S> <C>
Fiscal Year Ended December 31,
1996 1995 1994
Income Statement Data:
Net sales $30,435 $26,097 $19,167
Income before extraordinary
items $ 1,679 $ 1,419 $ 595
Net income $ 1,679 $ 1,419 $ 595
December 31,
1996 1995
Balance Sheet Data:
Working capital $ 3,189 $ 2,370
Total assets $11,311 $10,379
Total indebtedness $ 7,570 $ 7,529
Shareholders' equity $ 3,741 $ 2,850
</TABLE>
As of the date hereof, the Purchaser owns 126,300 Shares. In
addition, as of the date hereof, (i) Glen F. Ceiley owned 77,300
Shares individually, (ii) the Bisco Industries, Inc. Profit Sharing
and Savings Plan (the "Bisco Plan") owned 483,190 Shares and (iii)
Stephen Catanzaro owned 15,000 shares individually. In the
aggregate, the 701,790 Shares owned by the Purchaser, Messr. Ceiley
and Catanzaro and the Bisco Plan represent approximately 6.4% of
the 10,920,700 Shares outstanding as of November 11, 1996, as
reported in the October 1996 Form 10-Q. Mr. Ceiley, as the sole
stockholder of the Purchaser and as sole trustee of the Bisco Plan,
may be deemed to be the beneficial owner of the Shares held by such
persons.
Schedule I hereto sets forth transactions in the Shares
effected during the past 60 days by the Purchaser, Messrs. Ceiley
and Catanzaro and the Bisco Plan. Except as set forth in this
Offer to Purchase and Schedule I hereto, none of the Purchaser, its
executive officers and directors, the Bisco Plan or, to the best
knowledge of the Purchaser, any associate or majority owned
subsidiary of such persons beneficially owns any equity security of
the Company, and none of the Purchaser or, to the best knowledge of
the Purchaser, any of the other persons referred to above, or any
of the respective directors, executive officers or subsidiaries of
any of the foregoing has effected any transaction in any equity
security of the Company during the past 60 days.
Except as set forth in this Offer to Purchase, none of the
Purchaser, Mr. Ceiley or the Bisco Plan (a) has any contract,
arrangement, understanding or relationship with any other person
with respect to any securities of the Company, including, but not
limited to, any contract, arrangement, understanding or
relationship concerning the transfer or the voting of any
securities of the Company, joint ventures, loan or option
arrangements, puts or calls, guaranties of loans, guaranties
against loss, or the giving or withholding of proxies; (b) has
engaged in contacts, negotiations or transactions with the Company
or its affiliates concerning a merger, consolidation, acquisition,
tender offer or other acquisition of securities, election of
directors or a sale or other transfer of a material amount of
assets; or (c) has had any other transaction with the Company or
any of its executive officers, directors or affiliates that would
require disclosure under the rules and regulations of the
Commission applicable to the Offer.
9. SOURCE AND AMOUNT OF FUNDS. The Purchaser estimates that
the total amount of funds required by the Purchaser to acquire
2,600,000 Shares pursuant to the Offer and to pay related fees and
expenses will be approximately $2,450,000.
This Offer is not conditioned upon any financing arrangements.
The Purchaser expects to obtain the funds required to consummate
the Offer from a combination of its available cash and working
capital and existing working capital credit facilities, and in
addition may obtain certain of such funds from capital
contributions or advances made by its shareholder. The Purchaser
believes that it has sufficient financial resources to satisfy its
obligations under the Offer. The Purchaser may also transfer or
assign the right to purchase all or any portion of the Shares
tendered pursuant to the Offer to one or more of its affiliates;
including Glen F. Ceiley or the Bisco Plan, and any such purchases
by them would be made out of personal funds or funds held for
investment, respectively. See Section 2.
10. BACKGROUND AND PURPOSE OF THE OFFER; PLANS FOR THE
COMPANY.
Background of the Offer. Glen F. Ceiley, the Purchaser's
President and sole stockholder, first became interested in
acquiring Shares in late 1995. Mr. Ceiley considered the Shares to
be an attractive investment because he believed that the market
prices of the Shares were lower than the intrinsic value of the
Company, and he decided to acquire a minority equity position in
the Company.
From time to time between November 1995 and December 1995, Mr.
Ceiley, the Purchaser and the Bisco Plan acquired Shares in open
market transactions. On several occasions during this period, Mr.
Ceiley contacted the Company to make inquiries concerning the
Company's reported results of operations. Mr. Ceiley had no other
contact with the Company during this period, except that he
attended the Company's annual meeting of shareholders held on June
18, 1996. In December 1996, the number of Shares beneficially
owned by Mr. Ceiley and the Purchaser exceeded 5% and, as a result,
the Purchaser, Mr. Ceiley and the Bisco Plan filed a Schedule 13D
with the Commission to report their ownership of Shares.
On December 30, 1996, Mr. Ceiley sent the Company a proposal
for inclusion in the Company's proxy materials for its next annual
meeting, which called for the Company's shareholders to adopt an
amendment to the Company's Articles of Incorporation to provide
that the Control Share Act would not apply to control share
acquisitions of the Shares (the "Proposal").
In late January 1997, Lewis E. Christman, Jr., the Company's
President and Chief Executive Officer, telephoned Mr. Ceiley and
invited him to attend the next meeting of the Board. On February
11, 1997, Mr. Ceiley attended a Board meeting, during which members
of the Board made inquiries of Mr. Ceiley as to his intentions in
acquiring Shares. Mr. Ceiley indicated to the Board 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.
The Board also discussed the Proposal. The Company's outside
legal counsel, who was in attendance at the meeting, indicated to
Mr. Ceiley that the Board would include the Proposal in the
Company's proxy statement for its 1997 annual meeting, but that the
Board intended to vigorously oppose the adoption of the Proposal.
Mr. Ceiley asked the Board if it would consider adopting a
resolution granting voting rights to any Shares Mr. Ceiley, the
Purchaser or the Bisco Plan might acquire, up to the 33% threshold
set forth in the Control Share Act. The Company's counsel
indicated that the Company' Board of Directors possibly would
consider such a request if Mr. Ceiley would enter into a
"standstill" agreement and agree not to oppose the Board or actions
supported by the Board for an unspecified period of time. The
Company's counsel also inquired whether Mr. Ceiley would consider
withdrawing the Proposal if the Board were to approve voting rights
for the Shares he was interested in acquiring.
There have been no contacts or negotiations between the
Purchaser or its affiliates, on the one hand, and the Company and
its affiliates, on the other hand, concerning a merger,
consolidation or acquisition, tender offer or other acquisition of
Shares or other securities of the Company, an election of
directors, or a sale or other transfer of a material amount of the
Company's assets.
Purpose of the Offer. 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. Upon consummation of the
Offer, the Purchaser will seek to obtain representation, at least
commensurate with its equity interest, on the Board of Directors of
the Company, at or before the Company's next annual meeting of
shareholders. If necessary, the Purchaser will solicit proxies or
consents for the election of, its nominees to replace members of
the Board of Directors, either at the Annual Meeting or sooner.
THIS OFFER TO PURCHASE DOES NOT CONSTITUTE A SOLICITATION OF A
PROXY, CONSENT OR AUTHORIZATION FOR OR WITH RESPECT TO THE ANNUAL
MEETING OR ANY SPECIAL MEETING OF THE COMPANY'S STOCKHOLDERS. ANY
SUCH SOLICITATION WHICH THE PURCHASER MAY MAKE WILL BE MADE ONLY
PURSUANT TO PROXY SOLICITATION MATERIALS COMPLYING WITH ALL
APPLICABLE REQUIREMENTS OF SECTION 14(a) OF THE EXCHANGE ACT, AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
Plans for the Company. In connection with the Offer, the
Purchaser has reviewed, and will continue to review, on the basis
of publicly available information, various possible business
strategies that it might seek to influence the Company to adopt in
the event that the Purchaser is able to acquire a significant
number of Shares and influence the control of the Company. In
addition, if and to the extent that the Purchaser is able to
control or influence the control of the Company or otherwise
obtains access to the books and records of the Company, the
Purchaser intends to conduct a detailed review of the Company and
its assets, financial projections, corporate structure,
capitalization, operations, management and personnel and consider
and determine what, if any, changes would be desirable in light of
the circumstances which then exist. Such strategies could include,
among other things, the disposition by the Company of its
restaurant operations or other changes in the Company's business,
corporate structure, capitalization, operation or management. The
Purchaser 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 the
Purchaser or any of its affiliates.
Except as described in this Offer to Purchase, the Purchaser
does not have any present plans or proposals that would relate to
or result in (i) any extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the Company or
any of its subsidiaries, (ii) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries,
(iii) any change in the Company's present Board of Directors or
management, (iv) any material change in the Company's
capitalization or dividend policy, (v) any other material change in
the Company's corporate structure or business, (vi) a class of
securities of the Company to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association, or (vii) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to
Section 12(g) of the Exchange Act.
11. DIVIDENDS AND DISTRIBUTIONS. If, on or after March 5,
1997, the Company should split, combine or otherwise change the
Shares or its capitalization, or shall disclose that it has taken
any such action, then, subject to the provisions of Section 13, the
Purchaser may, in its sole judgment, make such adjustments in the
Offer price and the other terms of the Offer as it deems
appropriate to reflect such split, combination or other change
(including, without limitation, the number and type of securities
offered to be purchased, the amounts payable therefor and the fees
payable hereunder).
If, on or after March 5, 1997, the Company should declare or
pay any cash or stock dividend or other distribution on or issue
any rights with respect to the Shares payable or distributable to
stockholders of record on a date before the transfer to the name of
the Purchaser or its nominee or transferee on the Company's stock
transfer records of the Shares accepted for payment pursuant to the
Offer, then, subject to the provisions of Section 13, (i) the Offer
price payable by the Purchaser pursuant to the Offer will be
reduced by the amount of any such cash dividend or cash
distribution and (ii) the whole of any such non-cash dividend,
distribution or right will be received and held by the tendering
stockholder for the account of the Purchaser and shall be required
to be promptly remitted and transferred by each tendering
stockholder to the Depositary for the account of the Purchaser,
accompanied by appropriate documentation of transfer. Pending such
remittance, the Purchaser will be entitled to all rights and
privileges as owner of any such non-cash dividend, distribution or
right and may withhold the entire purchase price or deduct from the
purchase price the amount or value thereof, as determined by the
Purchaser, in its sole discretion.
12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; STOCK
QUOTATIONS; REGISTRATION UNDER THE EXCHANGE ACT. The purchase of
Shares pursuant to the Offer will reduce the number of holders of
Shares and the number of Shares that might otherwise trade
publicly. Consequently, depending upon the number of Shares
purchased and the number of remaining holders of Shares, the
purchase of Shares pursuant to the Offer may adversely affect the
liquidity and market value of the remaining Shares held by the
public. The Purchaser cannot predict whether the reduction in the
number of Shares that might otherwise trade publicly would have an
adverse or beneficial effect on the market price for, or
marketability of, the Shares or whether it would cause future
market prices to be greater or less than the Offer price.
The Shares are currently listed and traded on The Nasdaq
National Market, which constitutes the principal trading market for
the Shares. Depending upon the aggregate market value and the
number of Shares not purchased pursuant to the Offer, the Shares
may no longer meet the quantitative maintenance criteria of the
National Association of Securities Dealers, Inc. (the "NASD") for
continued inclusion on The Nasdaq National Market and may cease to
be authorized for quotation on such markets. The Nasdaq National
Market's published guidelines require that an issuer have at least
200,000 publicly held shares (exclusive of holdings of officers,
directors or beneficial owners of more than 10%), held either by at
least 400 beneficial shareholders or 300 beneficial shareholders of
round lots, with a market value of at least $1 million and must
have net tangible assets of at least either $1 million, $2 million
or $4 million depending on profitability levels during the issuer's
four most recent fiscal years. If these standards are not met,
shares of an issuer might nevertheless continue to be included in
The Nasdaq Stock Market with quotations published in The Nasdaq
Stock Market's "additional list" or in one of the "local lists,"
but if the number of beneficial holders were to fall below 300, or
if the number of publicly held shares were to fall below 100,000 or
there were not at least two registered and active market makers for
the Shares, the NASD's rules provide that such shares would no
longer be "qualified" for reporting by The Nasdaq Stock Market.
The Offer will not result in a reduction of the Company's
publicly held shares below the required minimum amount. However,
it is possible that the number of beneficial holders of the Shares
may significantly decrease if the Purchaser acquires 2,600,000 or
more Shares pursuant to the Offer. According to the 1995 Form 10-
K, as of March 12, 1996, there were approximately 2,840 holders of
record of Shares, not including beneficial owners whose shares were
in street names. If, as a result of the purchase of Shares
pursuant to the Offer or otherwise, the Shares no longer meet the
requirements of the NASD for continued inclusion in The Nasdaq
National Market or in any other tier of The Nasdaq Stock Market,
and the Shares are no longer included in The Nasdaq National Market
or in any other tier of The Nasdaq Stock Market, the market for
Shares could be adversely affected. In the event that the Shares
no longer meet the requirements of the NASD for continued inclusion
in any tier of The Nasdaq Stock Market, it is possible that Shares
would continue to trade in the over-the-counter market and that
price quotations would be reported by other sources. The extent of
the public market for the Shares and the availability of such
quotations would, however, depend upon the number of holders of
Shares remaining at such time, the interest in maintaining a market
in Shares on the part of securities firms, the possible termination
of registration of the Shares under the Exchange Act, as described
below, and other factors.
The Shares are currently registered under the Exchange Act.
Such registration may be terminated upon application of the Company
to the Commission if such Shares are not listed on a national
securities exchange and there are fewer than 300 holders of record
of the Shares. The termination of the registration of the Shares
under the Exchange Act would substantially reduce the information
required to be furnished by the Company to its shareholders and to
the Commission, and would make certain of the provisions of the
Exchange Act, such as the short-swing profit recovery provisions of
Section 16(b) and the requirement of furnishing a proxy statement
in connection with shareholders' meetings and the related
requirement of an annual report to shareholders, and the
requirements of Rule 13e-3 with respect to going private
transactions, no longer applicable with respect to the Shares or to
the Company. Furthermore, if registration of the Shares under the
Exchange Act were terminated, the ability of "affiliates" of the
Company and persons holding "restricted securities" of the Company
to dispose of such securities pursuant to Rule 144 promulgated
under the Securities Act of 1933, as amended, may be impaired or,
with respect to certain persons, eliminated.
13. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any
other term of the Offer, and in addition to (and not in limitation
of) the Purchaser's rights to extend and amend the Offer at any
time, in its sole discretion, the Purchaser shall not be required
to accept for payment or, subject to any applicable rules and
regulations of the Commission, including Rule 14e-1(c) under the
Exchange Act (relating to the Purchaser's obligation to pay for or
return tendered Shares promptly after termination or withdrawal of
the Offer), pay for, and may delay the acceptance for payment of
or, subject to the restriction referred to above, the payment for,
any tendered Shares, and may terminate the Offer, if, in the sole
judgment of the Purchaser (i) at or prior to the Expiration Date,
the Control Share Condition has not been satisfied, or (ii) at any
time on or after March 5, 1997 and before the time of payment for
any such Shares (whether or not any Shares have theretofore been
accepted for payment pursuant to the Offer), any of the following
events or conditions exist or shall occur and remain in effect or
shall be determined by the Purchaser to exist or have occurred:
(a) there shall have been instituted, pending or threatened
any action or proceeding by any court, government or
governmental authority or agency, domestic or foreign, which
(i) seeks to challenge the acquisition by the Purchaser (or
any of its affiliates) of Shares pursuant to the Offer,
restrain or prohibit the making or consummation of the Offer,
or obtain damages in connection therewith in an amount which
would reasonably be expected to have a material adverse
effect, (ii) seeks to make the purchase of or payment for some
or all of the Shares pursuant to the Offer illegal,
(iii) seeks to impose limitations on the ability of the
Purchaser (or any of its affiliates) effectively to acquire or
hold, or to require the Purchaser or the Company or any of
their respective affiliates or subsidiaries to dispose of or
hold separate, any portion of the assets or the business of
the Purchaser and its affiliates or any material portion of
the assets or the business of the Company and its subsidiaries
taken as a whole, as a result of the Offer, (iv) seeks to
impose limitations on the ability of the Purchaser (or its
affiliates) to exercise full rights of ownership of the Shares
purchased by it, including, without limitation, the right to
vote the Shares purchased by it on all matters properly
presented to the shareholders of the Company, or (v)
otherwise, in the sole judgment of the Purchaser, might
materially adversely affect the Purchaser or the value of the
Shares; or
(b) there shall have been promulgated, enacted, issued
entered, enforced or deemed applicable to the Offer, by any
statute, rule, regulation, judgment, decree, order or
injunction, that is reasonably likely to directly or
indirectly result in any of the consequences referred to in
clauses (i) through (v) of subsection (a) above; or
(c) any change (or any condition, event or development
involving a prospective change) shall have occurred or been
threatened in the business, properties, assets, liabilities,
capitalization, shareholders' equity, condition (financial or
otherwise), operations, licenses, franchises, permits, permit
applications, results of operations or prospects of the
Company which, in the sole judgment of the Purchaser, is or
may be materially adverse, or the Purchaser shall have become
aware of any fact which, in the sole judgment of the
Purchaser, has or may have material adverse significance with
respect to either the value of the Company or the value of the
Shares to the Purchaser;
(d) there shall have occurred (i) any general suspension
of trading in, or limitation on prices for, securities on the
Nasdaq National Market, for a period in excess of three hours
(excluding suspensions or limitations resulting solely from
physical damage or interference with the Nasdaq Stock Market
not related to market conditions), (ii) a declaration of a
banking moratorium or any suspension of payments in respect of
banks by federal or state authorities in the United States,
(iii) any limitation (whether or not mandatory) by any
governmental authority or agency on, or other event which, in
the sole judgment of the Purchaser, might materially adversely
affect the extension of credit by banks or other lending
institutions, (iv) commencement of a war, armed hostilities or
other national or international calamity directly or
indirectly involving the United States, (v) a material change
in United States or any other currency exchange rates or a
suspension of, or limitation on, the markets therefor, (vi)
any decline in either the Dow Jones Industrial Average or the
Standard & Poor's Index of 500 Industrial Companies by an
amount in excess of 15% measured from the close of business on
March 5, 1997 or (vii) in the case of any of the foregoing
existing on March 5, 1997, a material acceleration or
worsening thereof;
(e) the Company or any of its subsidiaries or affiliates
shall have (i) split, combined or otherwise changed, or
authorized or proposed the split, combination or other change,
of the Shares or its capitalization, (ii) acquired or
otherwise caused a reduction in the number of, or authorized
or proposed the acquisition or other reduction in the number
of, any presently outstanding Shares or other securities or
other equity interests, (iii) issued, distributed or sold, or
authorized or proposed the issuance, distribution or sale of,
additional Shares, other than Shares issued or sold upon the
exercise or conversion (in accordance with the publicly
disclosed terms thereof) of employee stock options outstanding
on January 3, 1996 or issued since that date in the ordinary
course of business consistent with past practice, 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, (iv) declared,
paid or proposed to declare or pay any cash dividend or other
distribution on any shares of capital stock of the Company,
(v) altered or proposed to alter any material term of any
outstanding security or material contract, permit or license,
(vi) incurred any debt otherwise than in the ordinary course
of business or any debt containing, in the sole judgment of
the Purchaser, burdensome covenants or security provisions,
(vii) authorized, recommended, proposed or entered into an
agreement with respect to any merger, consolidation,
recapitalization, liquidation, dissolution, business
combination, acquisition of assets, disposition of assets,
release or relinquishment of any material contractual or other
right of the Company or any of its subsidiaries or any
comparable event not in the ordinary course of business,
(viii) authorized, recommended, proposed or entered into, or
announced its intention to authorize, recommend, propose or
enter into, any agreement or arrangement with any person or
group that, in the Purchaser's sole opinion, could adversely
affect either the value of the Company or any of its
subsidiaries, or the value of the Shares to the Purchaser,
(ix) entered into any new employment, change in control,
severance, executive compensation or similar agreement,
arrangement or plan with or for one or more of its employees,
consultants or directors, or entered into or amended, or made
grants or awards pursuant to, any agreements, arrangements or
plans so as to provide for increased benefits to one or more
employees, consultants or directors, whether or not as a
result of or in connection with the transactions contemplated
by the Offer, (x) except as may be required by law, taken any
action to terminate or amend any employee benefit plan (as
defined in Section 3(c) of the Employee Retirement Income
Security Act of 1974, as amended) of the Company or any of its
subsidiaries, or the Purchaser shall have become aware of any
such action which was not previously disclosed in publicly
available filings or (xi) amended or authorized or proposed
any amendment to its Articles or Bylaws or similar
organizational documents, or the Purchaser shall become aware
that the Company or any of its subsidiaries shall have
proposed or adopted any such amendment which shall not have
been previously disclosed;
(f) a tender or exchange offer for any Shares shall be
made or publicly proposed to be made by any other person
(including the Company or any of its subsidiaries or
affiliates) or it shall be publicly disclosed or the Purchaser
shall otherwise learn that (i) any person, entity (including
the Company or any of its subsidiaries) or "group" (within the
meaning of Section 13(d)(3) of the Exchange Act) shall have
acquired or proposed to acquire beneficial ownership of more
than 5% of any class or series of capital stock of the Company
(including the Shares), through the acquisition of stock, the
formation of a group or otherwise, or shall have been granted
any right, option or warrant, conditional or otherwise, to
acquire beneficial ownership of more than 5% of any class or
series of capital stock of the Company (including the Shares)
other than acquisitions for bona fide arbitrage purposes only
and except as disclosed in a Schedule 13D or Schedule 13G on
file with the Commission on the date of this Offer to
Purchase, (ii) any such person, entity group, which before the
date of this Offer to Purchase, had filed such a Schedule with
the Commission has acquired or proposes to acquire, through
the acquisition of stock, the formation of a group or
otherwise, beneficial ownership of an additional 1% or more of
any class or series of capital stock of the Company (including
the Shares), or shall have been granted any right, option or
warrant, conditional or otherwise, to acquire beneficial
ownership of an additional 1% or more of any class or series
of capital stock of the Company (including the Shares), (iii)
any person or group shall enter into a definitive agreement or
an agreement in principle or make a proposal with respect to
a tender offer or exchange offer or a merger, consolidation or
other business combination with or involving the Company, or
(iv) any person shall file a Notification and Report Form
under the HSR Act or make a public announcement reflecting an
intent to acquire the Company or any assets or securities of
the Company;
(g) (i) any material contractual right of the Company or
any of its subsidiaries or affiliates shall be impaired or
otherwise adversely affected or any material amount of
indebtedness of the Company or any of its subsidiaries shall
become accelerated or otherwise become due before its stated
due date, in either case, with or without notice or the lapse
of time or both, as a result of the transactions contemplated
by the Offer or (ii) any covenant, term or condition in any of
the Company's or any of its subsidiaries' instruments or
agreements is or may be materially adverse to the value of the
Shares in the hands of the Purchaser (including, but not
limited to, any event of default that may ensue as a result of
the consummation of the Offer);
(h) the Purchaser shall not have obtained any waiver,
consent, extension, approval, action or non-action from any
governmental authority or agency which is necessary to
consummate the Offer; or
(i) any approval, permit, authorization, consent or
other action of any domestic or foreign governmental,
administrative or regulatory agency, authority, tribunal or
third party shall not have been obtained on terms satisfactory
to the Purchaser, in its sole discretion;
which, in the sole judgment of the Purchaser in any such case, and
regardless of the circumstances (including any action or inaction
by the Purchaser or any of its affiliates) giving rise to any such
condition, makes it inadvisable to proceed with the Offer and/or
with such acceptance for payment or payment.
The foregoing conditions are for the sole benefit of the
Purchaser and may be asserted by the Purchaser, in its sole
discretion, regardless of the circumstances (including any action
or omission by the Purchaser) giving rise to any such conditions or
may be waived by the Purchaser, in its sole discretion, in whole or
in part, at any time and from time to time. The failure by the
Purchaser at any time to exercise any of the foregoing rights shall
not be deemed a waiver of any such right and each such right shall
be deemed an ongoing right which may be asserted at any time and
from time to time. Any determination by the Purchaser concerning
any condition or event described in this Section 13 shall be final
and binding upon all parties.
Should the Offer be terminated pursuant to the foregoing
provisions, all tendered Shares not theretofore accepted for
payment shall forthwith be returned by the Depositary to the
tendering shareholders.
14. CERTAIN LEGAL MATTERS.
General. Except as disclosed herein, based on a review of
publicly available filings by the Company with the Commission, the
Purchaser is not aware of any license or regulatory permit that
appears to be material to the business of the Company and that
might be adversely affected by the Purchaser's acquisition of
Shares pursuant to the Offer, or of any approval or other action by
any governmental, administrative or regulatory agency or authority,
domestic or foreign, that would be required for the acquisition or
ownership of Shares by the Purchaser pursuant to the Offer. Should
any such approval or other action be required, it is presently
contemplated that such approval or action would be sought. While
the Purchaser does not currently intend to delay acceptance for
payment of Shares tendered pursuant to the Offer pending the
outcome of any such matter, there can be no assurance that any such
approval or other action, if required, would be obtained without
substantial conditions or that adverse consequences would not
result to the business of the Company or the Purchaser in the event
that such approvals were not obtained or such other actions were
not taken or in order to obtain any such approval or other action.
The Purchaser's obligation under the Offer to accept for payment or
pay for Shares is subject to certain conditions. See Section 13.
State Takeover Laws. The Company is incorporated under the
laws of the State of Florida. As described, above, 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 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. See
"Introduction." The above provisions do not apply to a control
share acquisition of shares of an issuing public corporations 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. The Company's
Articles of Incorporation, as amended, and Bylaws currently do not
exclude the Company from the restrictions imposed by the Control
Share Act. The Control Share Condition would be satisfied if the
Company's Bylaws were amended such that, prior to consummation of
the Offer, the Company's Bylaws provide that the provisions of the
Control Share Act do not apply to control share acquisitions of the
Shares. The Control Share Condition also would be satisfied if the
Company's Board of Directors were to approve the Purchaser's
acquisition of Shares pursuant to the Offer, or if the Purchaser,
in its sole discretion, otherwise were satisfied that the Control
Share Act was invalid or its restrictions inapplicable to the
Purchaser in connection with the Offer for any reason, including,
without limitation, those specified in the Control Share Act.
Section 607.0901 of the Florida Business Corporations Act
prohibits certain "affiliated transactions" involving a Florida
corporation and an "interested shareholder" (defined generally as
a person who is the beneficial owner of more than 10% of the
outstanding voting shares of the subject corporation) unless the
transaction has been approved by (i) a majority of "disinterested
directors" of the subject corporation (defined generally as
directors who were elected to the board prior to the time the
shareholder became an interested shareholder), (ii) holders of
two-thirds of the outstanding voting shares of the subject
corporation, exclusive of those shares beneficially owned by the
shareholder who, but for such approval, would be an "interested
shareholder" or (iii) certain other statutory conditions have been
met.
A number of other states have adopted certain laws and
regulations applicable to attempts to acquire securities of
corporations that are incorporated, or have substantial assets,
shareholders, principal executive offices or principal places of
business, or whose business operations otherwise have substantial
economic effects, in such states. In 1982, in Edgar v. MITE Corp.,
the Supreme Court of the United States invalidated on
constitutional grounds the Illinois Business Takeover Statute,
which, as a matter of state securities laws, made takeovers of
certain corporations more difficult. However, in 1987, in CTS
Corp. v. Dynamics Corp. of America, the Supreme Court held that the
State of Indiana may, as a matter of corporate law and, in
particular, with respect to those aspects of corporate law
concerning corporate governance, constitutionally disqualify a
potential acquiror from voting on the affairs of a target
corporation without the prior approval of the remaining
shareholders, provided that such laws were applicable only under
certain conditions, in particular, that the corporation has a
substantial number of shareholders in and is incorporated under the
laws of such state.
The Purchaser has not determined whether any other state
takeover laws and regulations will by their terms apply to the
Offer, and, except as set forth herein, the Purchaser has not
presently sought to comply with any state takeover statute or
regulation. The Purchaser reserves the right to challenge the
applicability or validity of any state law or regulation purporting
to apply to the Offer, and neither anything in this Offer nor any
action taken in connection herewith is intended as a waiver of such
right. In the event it is asserted that one or more state takeover
statutes is applicable to the Offer and an appropriate court does
not determine that such statute is inapplicable or invalid as
applied to the Offer, the Purchaser might be required to file
certain information with, or to receive approval from, the relevant
state authorities, and the Purchaser might be unable to accept for
payment or pay for Shares tendered pursuant to the Offer, or be
delayed in consummating the Offer.
15. FEES AND EXPENSES. The Purchaser has retained Garland
Associates, Inc. to act as the Information Agent. The Information
Agent may contact holders of Shares by mail, telephone, telex,
telecopy and personal interviews and may request brokers, dealers
and other nominee shareholders to forward the Offer to beneficial
owners of Shares. The Information Agent will receive reasonable
and customary compensation together with reimbursement for certain
out-of-pocket expenses and will be indemnified against certain
liabilities and expenses, including certain liabilities under the
federal securities laws.
In addition, the Purchaser has retained Harris Trust Company
of New York to act as the Depositary in connection with the Offer.
The Depositary has not been retained to make solicitations or
recommendations in its role as Depositary. The Depositary will
receive reasonable and customary compensation for its services,
will be reimbursed for certain out-of-pocket expenses and will be
indemnified against certain liabilities and expenses in connection
therewith. Brokers, dealers, commercial banks and trust companies
will be reimbursed by the Purchaser for customary mailing and
handling expenses incurred by them in forwarding offering material
to their customers.
16. MISCELLANEOUS. The Offer is being made to all holders of
Shares. The Purchaser is not aware of any jurisdiction where the
making of the Offer is prohibited by administrative or judicial
action pursuant to any valid state statute. If the Purchaser
becomes aware of any valid state statute prohibiting the making of
the Offer or the acceptance of Shares pursuant thereto, the
Purchaser will make a good faith effort to comply with any such
state statute or seek to have such statute declared inapplicable to
the Offer. If, after such good faith effort, the Purchaser cannot
comply with any such state statute, the Offer will not be made to
(nor will tenders be accepted from or on behalf of) the holders of
Shares in such state.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE
ANY REPRESENTATION ON BEHALF OF THE PURCHASER NOT CONTAINED IN THIS
OFFER TO PURCHASE OR IN THE RELATED LETTER OF TRANSMITTAL AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED.
The Purchaser has filed with the Commission a Tender Offer
Statement on Schedule 14D-1, together with all exhibits thereto,
pursuant to Rule 14d-3 of the General Rules and Regulations under
the Exchange Act, furnishing certain additional information with
respect to the Offer. Such Tender Offer Statement and any
amendments thereto, including exhibits, may be inspected and copies
may be obtained from the offices of the Commission in the manner
set forth in Section 7 (except that they will not be available at
the regional offices of the Commission).
BISCO INDUSTRIES, INC.
March 6, 1997
SCHEDULE I
The following table sets forth information concerning
transactions in Shares during the past 60 days by the Purchaser and
its affiliates. All transactions involved open market purchases or
sales of Shares.
[CAPTION]
<TABLE>
<S> <C> <C> <C>
Transaction Number of Price Per
Date Shares Price Purchaser/Seller
Purchases
1/16/97 30,000 $0.59375 Bisco Plan
1/17/97 36,100 $0.5625 Bisco Plan
1/20/97 2,000 $0.5625 Purchaser
1/20/97 5,000 $0.5625 Purchaser
1/22/97 35,000 $0.59375 Bisco Plan
2/3/97 5,000 $0.6562 Mr. Catanzaro
2/20/97 5,300 $1.00 Mr. Catanzaro
Sales
2/19/97 10,000 $0.71875 Mr. Ceiley
2/19/97 10,000 $0.65625 Bisco Plan
2/19/97 1,600 $0.71875 Bisco Plan
2/19/97 8,400 $0.6875 Bisco Plan
2/20/97 10,000 $0.9375 Bisco Plan
2/20/97 10,000 $0.90625 Mr. Ceiley
2/21/97 10,000 $0.96875 Bisco Plan
2/24/97 4,910 $0.96875 Bisco Plan
2/25/97 8,600 $1.00 Bisco Plan
2/26/97 2,000 $0.96875 Mr. Ceiley
</TABLE>
______________________
*Excluding commissions
Manually signed facsimile copies of the Letter of Transmittal
will be accepted. Letters of Transmittal and certificates for
Shares should be sent or delivered by each shareholder of the
Company or his broker, dealer, commercial bank or trust company to
the Depositary at one of its addresses set forth below:
The Depositary for the Offer is:
Harris Trust Company of New York
(For Information Call)
(212) 701-7624
[CAPTION]
<TABLE>
<S> <C> <C>
By Overnight
By Mail: Courier: By Hand
Wall Street Station 77 Water Street, Receive Window
P.O. Box 1023 4th Floor 77 Water Street
New York, New York New York, New York New York, New York
10268-1023 10005 10005
By Facsimile:
(212) 701-7636 or 7640
Confirm by Telephone:
(212) 701-7624
</TABLE>
Any questions or requests for assistance may be directed to
the Information Agent at its address and telephone numbers set
forth below. Requests for additional copies of this Offer to
Purchase and the Letter of Transmittal may be directed to the
Information Agent or the Depositary. Shareholders may also contact
their brokers, dealers, commercial banks or trust companies for
assistance concerning the Offer.
The Information Agent for the Offer is:
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
EXHIBIT (a)(2)
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock of
Family Steak Houses of Florida, Inc.
Pursuant to the Offer to Purchase Dated March 6, 1997
of
Bisco Industries, Inc.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON FRIDAY, APRIL 4, 1997, UNLESS THE OFFER
IS EXTENDED.
The Depositary For The Offer Is:
Harris Trust Company of New York
(For Information Call)
(212) 701-7624
[CAPTION]
<TABLE>
<S> <C> <C>
By Overnight
By Mail: Courier: By Hand
Wall Street Station 77 Water Street, Receive Window
P.O. Box 1023 4th Floor 77 Water Street
New York, New York New York, New York New York, New York
10268-1023 10005 10005
By Facsimile:
(212) 701-7636 or 7640
Confirm by Telephone:
(212) 701-7624
</TABLE>
Delivery of this instrument to an address other than as set
forth above does not constitute a valid delivery. You must sign
this letter of transmittal in the appropriate space therefor
provided below and complete the Substitute Form W-9 set forth
below.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL
SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS
COMPLETED.
This Letter of Transmittal is to be completed by shareholders
either if certificates representing Shares (as defined below) are
to be forwarded herewith or, unless an Agent's Message (as defined
in Instruction 2) is utilized, if delivery is to be made by book-
entry transfer to the account maintained by the Depositary at The
Depository Trust Company and the Philadelphia Depository Trust
Company (individually, a "Book-Entry Transfer Facility" and,
collectively, the "Book-Entry Transfer Facilities") pursuant to the
procedures set forth in Section 3 of the Offer to Purchase.
Shareholders whose certificates are not immediately available, or
who cannot deliver their certificates or confirmation of the book-
entry transfer of their Shares into the Depositary's account at a
Book-Entry Transfer Facility ("Book-Entry Confirmation") and all
other documents required hereby to the Depositary on or prior to
the Expiration Date (as defined in Section 1 of the Offer to
Purchase), must tender their Shares according to the guaranteed
delivery procedures set forth in Section 2 of the Offer to
Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO A BOOK-
ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-
ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE
DEPOSITARY WITH A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution:
Check Box of Book-Entry Transfer Facility:
[ ] The Depository Trust Company
[ ] Philadelphia Depository Trust Company
Account Number
Transaction Code Number
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution that Guaranteed Delivery:
If Delivered by Book-Entry Transfer, Check Box of Book-Entry
Transfer Facility:
Name of Tendering Institution
[ ]
[ ]
Account Number
Transaction Code Number
DESCRIPTION OF SHARES TENDERED
[CAPTION]
<TABLE>
<S> <C>
Name(s) and Address(es)
of Registered Holder(s) Certificate(s) Tendered
(Please fill in, if (Attach additional lists if
blank) necessary)
Total Number
of Shares
Certi- Represented Number of
ficate by Certi- Shares
Number(s)* ficate(s) Tendered**
Total Shares
</TABLE>
* Need not be completed by shareholders tendering by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares
represented by any certificates delivered to the Depository
are being tendered hereby. See Instruction 4.
The names and addresses of the registered holders should be
printed, if not already printed above, exactly as they appear on
the certificates representing Shares tendered hereby. The
certificates and number of Shares that the undersigned wishes to
tender should be indicated in the appropriate boxes.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Bisco Industries, Inc., an
Illinois corporation (the "Purchaser"), the above-described shares
of common stock, par value $0.01 per share (the "Shares"), of
Family Steak Houses of Florida, Inc., a Florida corporation (the
"Company"), pursuant to the Purchaser's offer to purchase up to
2,600,000 Shares at a price of $0.90 per Share, net to the
tendering shareholder in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated March 6, 1997
(the "Offer to Purchase"), receipt of which is hereby acknowledged,
and in this Letter of Transmittal (which together constitute the
"Offer"). The Purchaser reserves the right to transfer or assign,
in whole at any time or in part from time to time, to one or more
of its affiliates, the right to purchase all or any portion of the
Shares tendered pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of and
payment for the Shares tendered herewith in accordance with the
terms and subject to the conditions of the Offer, the undersigned
hereby sells, assigns, and transfers to, or upon the order of, the
Purchaser all right, title and interest in and to all of the Shares
that are being tendered hereby (and any and all other Shares or
other securities or rights issued or issuable in respect thereof on
or after March 5, 1997) and irrevocably appoints the Depositary the
true and lawful agent and attorney-in-fact of the undersigned with
respect to such Shares (and any such other Shares or securities or
rights), with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest),
to (a) deliver certificates representing such Shares (and any such
other Shares or securities or rights), or transfer ownership of
such Shares (and any such other Shares or securities or rights) on
the account books maintained by a Book-Entry Transfer Facility,
together in either such case with all accompanying evidences of
transfer and authenticity, to or upon the order of the Purchaser
upon receipt by the Depositary, as the undersigned's agent, of the
purchase price (adjusted, if appropriate, as provided in the Offer
to Purchase), (b) present such Shares (and any such other Shares or
securities or rights) for registration and transfer on the books of
the Company, and (c) receive all benefits and otherwise exercise
all rights of beneficial ownership of such Shares (and any such
other Shares or securities or rights), all in accordance with the
terms of the Offer.
The undersigned hereby irrevocably appoints Glen F. Ceiley and
Stephen Catanzaro and each of them or any other designee of the
Purchaser, the attorneys and proxies of the undersigned, each with
full power of substitution, to vote in such manner as each such
attorney and proxy or his substitute shall, in his sole discretion,
deem proper, and otherwise act (including pursuant to written
consent) with respect to all the Shares tendered hereby which have
been accepted for payment by the Purchaser prior to the time of
such vote or action (and any and all other Shares or securities or
rights issued or issuable in respect thereof on or after March 5,
1997), which the undersigned is entitled to vote at any meeting of
shareholders (whether annual or special and whether or not an
adjourned meeting) of the Company, or consent in lieu of any such
meeting, or otherwise. This proxy and power of attorney is coupled
with an interest in the Shares tendered hereby and is irrevocable
and is granted in consideration of, and is effective upon, the
acceptance for payment of such Shares (and any such other Shares or
securities or rights) by the Purchaser in accordance with the terms
of the Offer. Such acceptance for payment shall revoke all prior
proxies granted by the undersigned at any time with respect to such
Shares (and any such other Shares or securities or rights) and no
subsequent proxies will be given (and if given will be deemed not
to be effective) with respect thereto by the undersigned. The
undersigned acknowledges that in order for Shares to be deemed
validly tendered, immediately upon the acceptance for payment of
such Shares, the Purchaser or the Purchaser's designee must be able
to exercise full voting and other rights of a record and beneficial
holder with respect to such Shares.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign
and transfer the Shares tendered hereby (and any and all other
Shares or securities or rights issued or issuable in respect
thereof on or after March 5, 1997) and that, when the same are
accepted for payment by the Purchaser, the Purchaser will acquire
good and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and the same will not be
subject to any adverse claim. The undersigned, upon request, will
execute and deliver any additional documents deemed by the
Depositary or the Purchaser to be necessary or desirable to
complete the sale, assignment and transfer of the Shares tendered
hereby (and any such other Shares or securities or rights).
No authority herein conferred or agreed to be conferred in
this Letter of Transmittal shall be affected by, and all such
authority shall survive, the death or incapacity of the
undersigned, and any obligation of the undersigned hereunder shall
be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned.
Except as stated in the Offer to Purchase, this tender is
irrevocable.
The undersigned understands that tenders of Shares pursuant to
any one of the procedures described in Section 3 of the Offer to
Purchase and in the instructions hereto will constitute a binding
agreement between the undersigned and the Purchaser upon the terms
and subject to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances
set forth in the Offer to Purchase, the Purchaser may not be
required to accept for payment any of the Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment
Instructions," please issue the check for the purchase price and/or
return any certificates representing Shares not tendered or
accepted for payment in the name(s) of the registered holder(s)
appearing under "Description of Shares Tendered." Similarly,
unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for the purchase price and/or return any
certificates representing Shares not tendered or accepted for
payment (and accompanying documents, as appropriate) to the
registered holder(s) appearing under "Description of Shares
Tendered" at the address shown below such registered holder(s)
name(s). In the event that either or both the Special Delivery
Instructions and the Special Payment Instructions are completed,
please issue the check for the purchase price and/or return any
certificates representing Shares not tendered or accepted for
payment in the name(s) of, and deliver such check and/or return
such certificates to, the person or persons so indicated.
Shareholders tendering Shares by book-entry transfer may request
that any Shares not accepted for payment be returned by crediting
such account maintained at a Book-Entry Transfer Facility as such
shareholder may designate by making an appropriate entry under
"Special Payment Instructions." The undersigned recognizes that
the Purchaser has no obligation pursuant to the Special Payment
Instructions to transfer any Shares from the name of the registered
holder(s) thereof if the Purchaser does not accept for payment any
of the Shares so tendered hereby.
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if certificates representing Shares not
tendered or not purchased and/or the check for the purchase price
of Shares purchased are to be issued in the name of someone other
than the undersigned, or if Shares tendered by book-entry transfer
which are not purchased are to be returned by credit to an account
maintained at a Book-Entry Transfer Facility other than the account
designated above.
Issue: [ ] Check and/or Certificate(s) to:
Name:____________________________________
(Please Print)
Address:__________________________________
__________________________________________
(Include Zip Code)
__________________________________________
(Tax Identification or Social Security No.)
[ ] Credit unpurchased Shares tendered by book-entry transfer to
the Book-Entry Transfer Facility account set forth below.
Check appropriate box:
[ ] _________________________
[ ] _________________________
_______________________________
(Account Number)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if certificates representing Shares not
tendered or not purchased and/or the check for the purchase price
of Shares purchased are to be sent to someone other than the
undersigned, or to the undersigned at an address other than that
shown under "Description of Shares Tendered."
Issue: [ ] Check and/or Certificate(s) to:
Name:__________________________________
(Please Print)
Address: ________________________________
________________________________________
(Include Zip Code)
SIGN HERE
(Please Complete Substitute Form W-9 on Reverse Side)
Signature(s) of Holder(s) of Shares
Dated: _______________, 1997
(Must be signed by registered holder(s) exactly as name(s)
appear(s) on stock certificate(s) or on a security position listing
or by person(s) authorized to become registered holder(s) by
certificates and documents transmitted herewith. If signature by
trustees, executors, administrators, guardians, attorneys-in-fact,
agents, officers of corporations or others acting in a fiduciary
capacity, please set forth the full title and see Instruction 5.)
Name(s)
(Please Print)
Capacity (full title)
Address
(Including Zip Code)
(Area Code and Telephone No.) (Tax Identification or Social
Security No.)
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY
PLACE MEDALLION GUARANTEE IN SPACE BELOW.
Authorized Signature(s)
Name
(Please Print)
Title
Name of Firm
Address
(Include Zip Code)
Area Code and Telephone Number
Dated: _______________, 1997
INSTRUCTIONS
Forming Part Of The Terms And Conditions Of The Offer
1. GUARANTEE OF SIGNATURES. No signature guarantee on this
Letter of Transmittal is required (i) if this Letter of Transmittal
is signed by the registered holder(s) of the Shares (which term,
for purposes of this document, shall include any participant in a
Book-Entry Transfer Facility whose name appears on a security
position listing as the owner of Shares) tendered herewith, unless
such holder has completed either the box entitled "Special Delivery
Instructions" or the box entitled "Special Payment Instructions" on
this Letter of Transmittal, or (ii) if such Shares are tendered for
the account of a firm that is a member in good standing of the
Security Transfer Agent's Medallion Program, the New York Stock
Exchange Medallion Signature Program or the Stock Exchange
Medallion Program (each being hereinafter referred to as an
"Eligible Institution"). In all other cases, all signatures on
this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This
Letter of Transmittal is to be completed by shareholders either if
certificates representing Shares are to be forwarded herewith to
the Depositary or, unless an Agent's Message (as defined below) is
utilized, if tenders of Shares are to be made pursuant to the
procedures for delivery by book-entry transfer set forth in Section
3 of the Offer to Purchase. Certificates representing all
physically tendered Shares, or any book-entry confirmation of
Shares, as the case may be, together with a properly completed and
duly executed Letter of Transmittal (or facsimile thereof), with
any required signature guarantees, or, in connection with a book-
entry transfer, an Agent's Message, and any other documents
required by this Letter of Transmittal, must be received by the
Depositary at one of its addresses set forth herein on or prior to
the Expiration Date (as defined in Section 1 of the Offer to
Purchase). If a shareholder's certificate(s) representing Shares
are not immediately available (or the procedure for the book-entry
transfer cannot be completed on a timely basis) or time will not
permit all required documents to reach the Depositary on or prior
to the Expiration Date, such shareholder's Shares may nevertheless
be tendered if the procedures for guaranteed delivery set forth in
Section 3 of the Offer to Purchase are followed. Pursuant to such
procedure, (i) such tender must be made by or through an Eligible
Institution, (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form provided by the
Purchaser, must be received by the Depositary on or prior to the
Expiration Date, and (iii) the certificates representing all
tendered Shares, in proper form for transfer, or Book-Entry
Confirmation of Shares, as the case may be, in each case together
with a properly completed and duly executed Letter of Transmittal
(or facsimile thereof), with any required signature guarantees (or,
in connection with a book-entry transfer, an Agent's Message) and
any other documents required by this Letter of Transmittal, must be
received by the Depositary within three trading days after the date
of execution of such Notice of Guaranteed Delivery, all as provided
in Section 3 of the Offer to Purchase. The Term "trading day" is
any day on which the Nasdaq Stock Market is open for business. The
term "Agent's Message" means a message transmitted through
electronic means by a Book-Entry Transfer Facility to, and received
by, the Depositary and forming a part of a book-entry confirmation,
which states that such Book-Entry Transfer Facility has received an
express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares that such participant has
received, and agrees to be bound by, this Letter of Transmittal.
The method of delivery of this Letter of Transmittal, the
certificate(s) representing Shares and all other required
documents, including delivery through a Book-Entry Transfer
Facility, is at the option and sole risk of the tendering
shareholder. The delivery will be deemed made only when actually
received by the Depositary. If such delivery is by mail,
registered mail with return receipt requested, properly insured, is
recommended. In all cases, sufficient time should be allowed to
insure timely delivery.
No alternative, conditional or contingent tenders will be
accepted, and no fractional Shares will be purchased. All tendering
shareholders, by execution of this Letter of Transmittal (or
facsimile thereof), waive any right to receive any notice of the
acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein is
inadequate, the certificate numbers and/ or the number of Shares
should be listed on a separate signed schedule attached hereto.
4. PARTIAL TENDERS (not applicable to shareholders who
tender Shares by book-entry transfer). If fewer than all the
Shares represented by any certificate submitted are to be tendered,
fill in the number of Shares that are to be tendered in the box
entitled "Number of Shares Tendered." In such case, new
certificate(s) representing the remainder of the Shares that were
represented by the old certificate(s) will be sent to the
registered holder(s), unless otherwise provided in the appropriate
box on this Letter of Transmittal, as soon as practicable after the
Expiration Date. All Shares represented by certificate(s)
delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the
registered holder(s) of the Shares tendered hereby, the
signature(s) must correspond exactly with the name(s) as written on
the face(s) of the certificate(s) without alteration, enlargement
or any change whatsoever.
If any of the Shares tendered hereby are owned of record by
two or more joint owners, all such owners must sign this Letter of
Transmittal.
If any tendered Shares are registered in different names on
several certificates, it will be necessary to complete, sign and
submit as many separate Letters of Transmittal as there are
different registrations of certificates.
If this Letter of Transmittal is signed by the registered
holder(s) of the Shares listed and tendered hereby, no endorsements
of certificates or separate stock powers are required, unless
payment or certificates for Shares not tendered or accepted for
payment are to be issued to a person other than the registered
holder(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificates or stock
powers are signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting
in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to the
Purchaser of such person's authority so to act must be submitted.
If this Letter of Transmittal is signed by a person other than
the registered holder(s) of the Shares tendered hereby, the
certificates must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the
registered holder(s) appear on the certificates. Signatures on
such certificates or stock powers must be guaranteed by an Eligible
Institution, unless the signature is that of an Eligible
Institution.
6. STOCK TRANSFER TAXES. Except as set forth in this
Instruction 6, the Purchaser will pay or cause to be paid any stock
transfer taxes with respect to the transfer and sale of purchased
Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price is to be made to, or if certificates
representing Shares not tendered or accepted for payment are to be
registered in the name of, any person other than the registered
holder, or if tendered certificates are registered in the name of
any person other than the person(s) signing this Letter of
Transmittal, the amount of any stock transfer taxes (whether
imposed on the registered holder or such other person) payable on
account of the transfer to such person will be deducted from the
purchase price, unless satisfactory evidence of the payment of such
taxes or exemption therefrom is submitted.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check
and/or certificates representing Shares not tendered or accepted
for payment are to be issued in the name of a person other than the
signer of this Letter of Transmittal or if a check is to be sent
and/or such certificates are to be returned to someone other than
the signer of this Letter of Transmittal or to an address other
than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Shareholders tendering Shares by
book-entry transfer may request that Shares not accepted for
payment be credited to such account maintained at a Book-Entry
Transfer Facility as such shareholder may designate hereon. If no
such instructions are given, such Shares not accepted for payment
will be returned by crediting the account at the Book-Entry
Transfer Facility designated above.
8. LOST, DESTROYED OR STOLEN CERTIFICATES. If any
certificate(s) representing Shares has been lost, destroyed or
stolen, the shareholder should promptly notify the Depositary. The
shareholder will then be instructed as to the steps that must be
taken in order to replace the certificate(s). This Letter of
Transmittal and related documents cannot be processed until the
procedures for replacing lost or destroyed certificates have been
followed.
9. WAIVER OF CONDITIONS. The conditions of the Offer may be
waived by the Purchaser, in whole or in part, at any time and from
time to time in the Purchaser's sole discretion, in the case of any
Shares tendered hereby.
10. SUBSTITUTE FORM W-9. The tendering shareholder is
required to provide the Depositary with a correct Taxpayer
Identification Number ("TIN"), generally the shareholder's social
security or federal employer's identification number, on Substitute
Form W-9, which is provided below, and to certify whether the
shareholder is subject to backup withholding of Federal income tax.
If a tendering shareholder is subject to backup withholding, the
shareholder must cross out item (2) of the Certification box of the
Substitute Form W-9. Failure to provide the information on the
Substitute Form W-9 may subject the tendering shareholder to 31%
Federal income tax withholding on the payment of the purchase
price. If the tendering shareholder has not been issued a TIN and
has applied for a number or intends to apply for a number in the
near future, he or she should write "Applied For" in the space
provided for the TIN in Part I, and sign and date the Substitute
Form W-9. If "Applied For" is written in Part I and the Depositary
is not provided with a TIN within 60 days, the Depositary will
withhold 31% on all payments of the purchase price until a TIN is
provided to the Depositary.
11. FOREIGN HOLDERS. Foreign holders must submit a completed
IRS Form W-8 to avoid backup withholding. IRS Form W-8 may be
obtained by contacting the Depositary at one of the addresses on
the face of this Letter of Transmittal.
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests
for assistance may be directed to the Information Agent at the
address set forth below. Additional copies of the Offer to
Purchase, this Letter of Transmittal, the Notice of Guaranteed
Delivery and the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 may be obtained from
the Information Agent at the address set forth below or from your
broker, dealer, commercial bank or trust company.
IMPORTANT: This Letter of Transmittal (or a facsimile
thereof), together with certificates representing Shares or
confirmation of book-entry transfer and all other required
documents, or the Notice of Guaranteed Delivery, must be received
by the Depositary on or prior to the Expiration Date.
IMPORTANT TAX INFORMATION
Under Federal income tax law, a shareholder whose tendered
Shares are accepted for payment is required to provide the
Depositary (as payer) with such shareholder's correct TIN on
Substitute Form W-9 below. If such shareholder is an individual,
the TIN is his social security number. If a tendering shareholder
is subject to backup withholding, he must cross out item (2) of the
Certification box on the Substitute Form W-9. If the Depositary is
not provided with the correct TIN, the shareholder may be subject
to a $50 penalty imposed by the Internal Revenue Service ("IRS").
In addition, payments that are made to such shareholder with
respect to Shares purchased pursuant to the Offer may be subject to
backup withholding.
Certain shareholders (including, among others, all
corporations and certain foreign individuals) are not subject to
these backup withholding and reporting requirements. In order for
a foreign individual to qualify as an exempt recipient, that
shareholder must submit to the Depositary a properly completed IRS
Form W-8, signed under penalties of perjury, attesting to that
individual's exempt status. Such statements may be obtained from
the Depositary. Exempt shareholders, other than foreign
individuals, should furnish their TIN, write "Exempt" on the face
of the Substitute Form W-9 below, and sign, date and return the
Substitute Form W-9 to the Depositary. See the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
If backup withholding applies, the Depositary is required to
withhold 31% of any payments made to the shareholder. Backup
withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount
of tax withheld. If withholding results in an overpayment of
taxes, a refund may be obtained from the IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a
shareholder with respect to Shares purchased pursuant to the Offer,
the shareholder is required to notify the Depositary of his correct
TIN by completing the Substitute Form W-9 below certifying that the
TIN provided on such form is correct (or that such shareholder is
awaiting a TIN) and that (i) such holder is exempt from backup
withholding, (ii) such holder has not been notified by the IRS that
he is subject to backup withholding as a result of a failure to
report all interest or dividends, or (iii) the IRS has notified
such holder that he is no longer subject to backup withholding (see
Part II of Substitute Form W-9).
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social
security number or employer identification number of the record
owner of the Shares. If the Shares are in more than one name or
are not in the name of the actual owner, consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional guidelines on which number to
report. If the tendering shareholder has not been issued a TIN and
has applied for a number or intends to apply for a number in the
near future, he should write "Applied For" in the space provided
for in the TIN in Part I, and sign and date the Substitute Form W-
9. If "Applied For" is written in Part I and the Depositary is not
provided with a TIN within 60 days, the Depositary will withhold
31% on all payments of the purchase price until a TIN is provided
to the Depositary.
Payer's Name: ____________________________________
SUBSTITUTE
Form W-9
PART 1 - PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND DATING BELOW
_____________________
Social security number
OR ______________________
Employer Identification
Number
(If awaiting TIN write "Applied For")
Department of the Treasury
Internal Revenue Service
PART 2 - For Payees exempt from backup withholding, see the
enclosed Taxpayer Identification Number (TIN) Guidelines for
Certification of Taxpayer Identification Number on Substitute Form
W-9 and complete as instructed therein.
certification - UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
(1) The number shown on this form is my correct Taxpayer
Identification Number (or a Taxpayer Identification Number has
not been issued to me) and either (a) I have mailed or
delivered an application to receive a Taxpayer Identification
Number to the appropriate Internal Revenue Service ("IRS") or
Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand
that if I do not provide a Taxpayer Identification Number
within sixty (60) days, 31% of all reportable payments made to
me thereafter will be withheld until I provide a number; and
(2) I am not subject to backup withholding either because (a) I am
exempt from backup withholding, (b) I have not been notified
by the IRS that I am subject to backup withholding as a result
of a failure to report all interest or dividends, or (c) the
IRS has notified me that I am no longer subject to backup
withholding.
Payer's Request for Taxpayer Identification Number (TIN)
CERTIFICATION INSTRUCTIONS - You must cross out item (2) above
if you have been notified by the IRS that you are subject to backup
withholding because of underreporting interest or dividends on your
tax return. However, if after being notified by the IRS that you
were subject to backup withholding, do not cross out item (2).
(Also see instructions in the enclosed Guidelines).
signature_____________________ date________________, 199__
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU
PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.
_____________________
The Information Agent for the Offer is:
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
EXHIBIT (a)(3)
NOTICE OF GUARANTEED DELIVERY
for
Tender of Shares of Common Stock
of
FAMILY STEAK HOUSES OF FLORIDA, INC.
This Notice of Guaranteed Delivery, or one substantially in
the form hereof, must be used to tender Shares (as defined below)
pursuant to the Offer to Purchase, dated as of March 6, 1997 (the
"Offer to Purchase") if (i) certificates ("Share Certificates")
representing shares (the "Shares") of common stock, $0.01 par value
per share (the "Common Stock"), of Family Steak Houses of Florida,
Inc., a Florida corporation (the "Company"), are not immediately
available; (ii) time will not permit all required documents to
reach Harris Trust Company of New York, as Depositary (the
"Depositary"), prior to the Expiration Date (as defined in the
Offer to Purchase); or (iii) the procedure for delivery by book-
entry transfer cannot be completed on a timely basis. This Notice
of Guaranteed Delivery may be delivered by hand or mail or
transmitted by telegram or facsimile to the Depositary. See Section
3 of the Offer to Purchase.
The Depositary for the Offer is:
Harris Trust Company of New York
(For Information Call)
(212) 701-7624
[CAPTION]
<TABLE>
<S> <C> <C>
By Overnight
By Mail: Courier: By Hand
Wall Street Station 77 Water Street, Receive Window
P.O. Box 1023 4th Floor 77 Water Street
New York, New York New York, New York New York, New York
10268-1023 10005 10005
By Facsimile:
(212) 701-7636 or 7640
Confirm by Telephone:
(212) 701-7624
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA
FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
This form is not to be used to guarantee signatures. If a
signature on a Letter of Transmittal is required to be guaranteed
by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in
the signature box on the Letter of Transmittal.
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Bisco Industries, a Illinois
corporation, upon the terms and subject to the conditions set forth
in the Offer to Purchase and in the related Letter of Transmittal
(which together constitute the "Offer"), receipt of which is hereby
acknowledged, _____________ Shares pursuant to the guaranteed
delivery procedures set forth in Section 3 of the Offer to
Purchase.
[CAPTION]
<TABLE>
<S> <C>
Certificate No(s). (if available) Name(s) of Record Holder(s)
(Please Type or Print)
Check ONE box if Shares will be Address(es):
tendered by book-entry transfer:
Area Code and Tel. No.:
[_] [The Depository Trust Company]
Signature(s):
[_] [Philadelphia Depository Trust
Company]
Dated ______, 1997
</TABLE>
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a bank, broker, dealer,
credit union, savings association or other entity that is a member
in good standing of the Securities Transfer Agents Medallion
Program, hereby (a) represents that the tender of Shares effected
hereby complies with Rule 14e-4 under the Securities Exchange Act
of 1934, as amended and (b) guarantees delivery to the Depositary,
at one of its addresses set forth above, of certificates
representing the Shares tendered hereby in proper form for
transfer, or confirmation of book-entry transfer of such Shares
into the Depositary's accounts at [The Depository Trust Company] or
[Philadelphia Depository Trust Company], in each case with delivery
of a properly completed and duly executed Letter of Transmittal (or
facsimile thereof), and any other required documents, within three
Nasdaq National Market ("Nasdaq") trading days after the date
hereof.
The Eligible Institution that completes this form must
communicate the guarantee to the Depositary and must deliver the
Letter of Transmittal and the certificates for Shares to the
Depositary within the time period shown herein. Failure to do so
could result in a financial loss to such Eligible Institution.
Name of Firm:
Authorized Signature
Address:
Area Code and Tel. No.:
Name:
Please Type or Print
Title:
Date _____________ , 1997
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE.
CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER
OF TRANSMITTAL.
EXHIBIT (a)(4)
Offer to Purchase for Cash
Up to 2,600,000 Shares of Common Stock
of
Family Steak Houses of Florida, Inc.
at
$0.90 Net Per Share
by
Bisco Industries, Inc.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, APRIL 4, 1997, UNLESS THE
OFFER IS EXTENDED.
March 6, 1997
To Brokers, Dealers, Commercial Banks, Trust Companies And Other
Nominees:
We are enclosing herewith the materials listed below relating
to the offer by Bisco Industries, Inc., a Illinois corporation (the
"Purchaser"), to purchase up to 2,600,000 shares (the "Shares") of
common stock, $0.01 par value per share, of Family Steak Houses of
Florida, Inc., a Florida corporation (the "Company"), at $0.90 per
Share, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to
Purchase and in the related Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer"). The
Offer will remain open until 5:00 p.m., New York City Time, on
Friday, April 4, 1997, unless extended.
We have been engaged by the Purchaser as Information Agent
with respect to the Offer. We are asking that you contact your
clients for whom you hold Shares registered in your name (or in the
name of your nominee) or who hold Shares registered in their own
names. Please bring the Offer to their attention as promptly as
possible. No fees or commissions will be payable to brokers,
dealers or other persons for soliciting tenders of Shares pursuant
to the Offer. The Purchaser will, however, upon request, reimburse
you for customary mailing and handling expenses incurred by you in
forwarding the enclosed materials to your clients. The Purchaser
will pay all transfer taxes on its purchase of Shares, subject to
Instruction 6 of the Letter of Transmittal.
For your information and for forwarding to your clients, we
are enclosing the following documents:
1. Offer to Purchase dated March 6, 1997;
2. Letter of Transmittal to be used by holders of Shares to
tender Shares and for the information of your clients;
3. A letter which may be sent to your clients for whose
account you hold Shares registered in your name (or in
the name of your nominee), with space provided for
obtaining such clients' instructions with regard to the
Offer;
4. A Notice of Guaranteed Delivery to be used to accept the
Offer if certificates for Shares are not immediately
available or if time will not permit all required
documents to reach the Depositary by the Expiration Date
or if the procedure for book-entry transfer cannot be
completed on a timely basis;
5. Guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number on
Substitute Form W-9;
6. Return envelope addressed to Harris Trust Company of New
York, as Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, APRIL 4, 1997, UNLESS THE
OFFER IS EXTENDED.
If holders of Shares wish to tender, but it is impracticable
for them to forward their certificates or other required documents
prior to the expiration of the Offer, a tender may be effected by
following the guaranteed delivery procedures specified under
Section 3 of the Offer to Purchase.
Additional copies of the enclosed materials may be obtained
from the undersigned, as Information Agent, at (212) 866-0095 or
(800) 455-6034. Any questions you may have with respect to the
Offer should be directed to the undersigned at the telephone
numbers set forth in the preceding sentence.
Very truly yours,
GARLAND ASSOCIATES, INC.
Information Agent
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE PURCHASER, THE
DEPOSITARY OR THE INFORMATION AGENT, OR ANY AFFILIATE OF ANY OF THE
FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT
OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH
THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND THE STATEMENTS
CONTAINED THEREIN.
EXHIBIT (a)(5)
Offer to Purchase for Cash
Up to 2,600,000 Shares of Common Stock
of
Family Steak Houses of Florida, Inc.
at
$0.90 Net Per Share
by
Bisco Industries, Inc.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, APRIL 4, 1997, UNLESS THE
OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration is the Offer to Purchase,
dated March 6, 1997 (the "Offer to Purchase") and the Letter of
Transmittal (which together constitute the "Offer"), relating to an
offer by Bisco Industries, Inc., a Illinois corporation (the
"Purchaser"), to purchase up to 2,600,000 shares (the "Shares") of
common stock, $0.01 par value per share, of Family Steak Houses of
Florida, Inc., a Florida corporation (the "Company"), at $0.90 per
Share, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to
Purchase and in the related Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer"). A
tender of such Shares can be made only by us as the holder of
record and pursuant to your instructions. The specimen Letter of
Transmittal is furnished to you for your information only and
cannot be used by you to tender shares held by us for your account.
We request instructions as to whether you wish to tender any
or all of such Shares held by us for your account, pursuant to the
terms and conditions set forth in the Offer.
Your attention is directed to the following:
1. The tender price is $0.90 per Share, net to the seller in
cash without interest.
2. The Offer, proration period and withdrawal rights will
expire at 5:00 p.m., New York City time, on Friday, April
4, 1997, unless the Offer is extended.
3. The Offer is being made for up to 2,600,000 outstanding
Shares.
4. The Offer is conditioned upon, among other things, the
Purchaser being satisfied, in its sole discretion, that
the Florida Control Share Act (Section 607.0902 of the
Florida Business Corporation Act) shall be inapplicable
to the Offer, or the Purchaser otherwise being satisfied
that the Control Share Act will not deny voting rights to
the Shares acquired by the Purchaser in the Offer. The
Offer is not conditioned upon any minimum number of
Shares being tendered or upon the Purchaser obtaining
financing.
5. Shareholders who tender Shares will not be obligated to
pay brokerage commissions, solicitation fees or, except
as set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of Shares by
the Purchaser pursuant to the Offer.
The Offer is not being made to, nor will tenders be accepted
from, holders of Shares in any jurisdiction in which the making of
the Offer or the acceptance thereof would not be in compliance with
the laws of such jurisdiction.
IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR SHARES,
PLEASE COMPLETE, SIGN AND RETURN TO US THE FORM SET FORTH BELOW.
AN ENVELOPE TO RETURN YOUR INSTRUCTIONS TO US IS ENCLOSED. YOUR
INSTRUCTIONS TO US SHOULD BE FORWARDED IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE
OFFER. IF YOU AUTHORIZE THE TENDER OF YOUR SHARES, ALL SUCH SHARES
WILL BE TENDERED UNLESS OTHERWISE SPECIFIED ON THE INSTRUCTION FORM
SET FORTH BELOW.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter, the
enclosed Offer to Purchase, dated March 6, 1997 (the "Offer to
Purchase"), and the Letter of Transmittal (the "Letter of
Transmittal", together with the Offer to Purchase, the "Offer")
relating to the offer by Bisco Industries, Inc., a Illinois
corporation (the "Purchaser"), to purchase up to 2,600,000 shares
of common stock, $0.01 par value per share (the "Shares"), of
Family Steak Houses of Florida, Inc.
This will instruct you to tender to the Purchaser the number
of Shares indicated below (or if no number is indicated below, all
Shares) held by you for the account of the undersigned, on the
terms and subject to the conditions set forth in the Offer.
NUMBER OF SHARES TO BE TENDERED:*
__________________ SHARES
SIGN HERE
Dated: __________________, 1997
Signature(s)
Account Number: __________________
Please Print Name(s) and address(es) here
_________________________________
_________________________________
_________________________________
Area Code and Telephone Number
_________________________________
Tax Identification or Social Security Number(s)
_________________________________
__________
*Unless otherwise indicated, it will be assumed that all Shares
held by us for your account are to be tendered.
EXHIBIT (a)(6)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE
THE PAYER.
Social security numbers have nine digits separated by two
hyphens: i.e. 000-
00-0000. Employer identification numbers have nine digits separated
by only
one hyphen: i.e. 00-0000000. The table below will help determine
the number to
give the payer.
<TABLE>
- - ---------------------------------------------
<CAPTION>
GIVE THE
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY
NUMBER OF--
- - ---------------------------------------------
<S> <C>
1. An individual's account The individual
2. Two or more individuals The actual owner
(joint account) of the account
or, if combined
funds, any one
of the
individuals(1)
3. Husband and wife (joint The actual owner
account) of the account
or, if joint
funds, either
person(1)
4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor (joint The adult or, if
account) the minor is the
only
contributor, the
minor(1)
6. Account in the name of The ward, minor,
guardian or committee or incompetent
for a designated ward, person(3)
minor, or incompetent
person
7.a. The usual revocable The grantor-
savings trust account trustee(1)
(grantor is also
trustee)
b. So-called trust account The actual owner
that is not a legal or (1)
valid trust under State
law
8. Sole proprietorship The owner(4)
account
- - ---------------------------------------------
</TABLE>
<TABLE>
------
<CAPTION>
GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF--
------
<S> <C>
9. A valid trust, estate The legal entity
or pension trust (Do not furnish
the identifying
number of the
personal
representative
or trustee
unless the legal
entity itself is
not designated
in the account
title.)(5)
10. Corporate account The corporation
11. Religious, charitable, The organization
or educational
organization account
12. Partnership account The partnership
held in the name of
the business
13. Association, in, or The organization
other tax-exempt
organization
14. A broker or registered The broker or
nominee nominee
15. Account with the The public
Department of entity
Agriculture in the
name of a public
entity (such as a
State or local
government, school
district, or prison)
that receives
agricultural program
payments
------
</TABLE>
(1) List first and circle the name of the person whose number you
furnish.
(2) Circle the minor's name and furnish the minor's social security
number.
(3) Circle the ward's, minor's or incompetent person's name and
furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or
pension
trust.
NOTE: If no name is circled when there is more than one name, the
number will
be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't
know your num-
ber, obtain Form SS-5, Application for a Social Security Number
Card, or Form
SS-4, Application for Employer Identification Number, at the local
office of
the Social Security Administration or the Internal Revenue Service
(the "IRS")
and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL
payments include
the following:
. A corporation.
. A financial institution.
. An organization exempt from tax under section 501(a), or an
individual re-
tirement plan.
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United
States, or
any subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign
government, or
any agency or instrumentality thereof.
. An international organization or any agency, or instrumentality
thereof.
. A registered dealer in securities or commodities registered in
the U.S. or
a possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a).
. An exempt charitable remainder trust, or a nonexempt trust
described in
section 4947(a)(1).
. An entity registered at all times under the Investment Company
Act of
1940.
. A foreign central bank of issue.
Payments of dividends and patronage dividends not generally
subject to backup
withholding including the following:
. Payments to nonresident aliens subject to withholding under
section 1441.
. Payments to partnerships not engaged in a trade or business in
the U.S.
and which have at least one non-resident partner.
. Payments of patronage dividends where the amount received is not
paid in
money.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Payments of interest not generally subject to backup withholding
include the
following:
. Payments of interest on obligations issued by individuals. Note:
You may
be subject to backup withholding if this interest is $600 or
more and is
paid in the course of the payer's trade or business and you have
not pro-
vided your correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest
dividends under
section 852).
. Payments described in section 6049(b)(5) to non-resident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid
possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR
TAXPAYER IDEN-
TIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND
RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE
DIVIDENDS,
ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage
dividends,
that are not subject to information reporting are also not subject
to backup
withholding. For details, see the regulations under sections 6041,
6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of
dividend, inter-
est, or other payments to give taxpayer identification numbers to
payers who
must report the payments to the IRS. The IRS uses the numbers for
identifica-
tion purposes. Payers must be given the numbers whether or not
recipients are
required to file tax returns. Beginning January 1, 1984, payers
must generally
withhold 20% of taxable interest, dividend, and certain other
payments to a
payee who does not furnish a taxpayer identification number to a
payer. Cer-
tain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.-
- -If you
fail to furnish your taxpayer identification number to a payer, you
are sub-
ject to a penalty of $50 for each such failure unless your failure
is due to
reasonable cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS.--If
you fail to
include any portion of an includible payment for interest,
dividends, or pat-
ronage dividends in gross income, such failure will be treated as
being due to
negligence and will be subject to a penalty of 5% on any portion of
an under-
payment attributable to that failure unless there is clear and
convincing evi-
dence to the contrary.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO
WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no
imposition
of backup withholding, you are subject to a penalty of $500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying
certifications or
affirmations may subject you to criminal penalties including fines
and/or im-
prisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE
INTERNAL REVENUE SERVICE
EXHIBIT (a)(7)
This announcement is not an offer to purchase or a solicitation of
an offer to sell Shares. The offer is made solely by the Offer to
Purchase and the related Letter of Transmittal and is not being
made to, nor will tenders be accepted from, holders of Shares in
any jurisdiction in which the making of the Offer or the
acceptance thereof would not be in compliance with the laws of such
jurisdiction.
Notice of Offer to Purchase for Cash
Up to 2,600,000 Shares of Common Stock
of
Family Steak Houses of Florida, Inc.
at
$0.90 Net Per Share
by
Bisco Industries, Inc.
Bisco Industries, Inc., an Illinois corporation(the
"Purchaser"), is offering to purchase up to 2,600,000 shares of
common stock, $0.01 par value per share (the "Shares"), of Family
Steak Houses of Florida, Inc., a Florida corporation (the
"Company"), at $0.90 per Share, net to the seller in cash, without
interest thereon. The offer is being made upon the terms and
subject to the conditions set forth in the Offer to Purchase dated
March 6, 1997 (the "Offer to Purchase") and the related Letter of
Transmittal (which, as amended from time to time, together
constitute the "Offer"). 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.
The Offer is conditioned upon, among other things, the Purchaser
being satisfied, in its sole discretion, that the Florida Control
Share Act (Section 607.0902 of the Florida Business Corporation
Act) shall be inapplicable to the Offer, or the Purchaser otherwise
being satisfied that Control Share Act will not deny voting rights
to the Shares acquired by the Purchaser in the Offer. The Offer is
not conditioned upon any minimum number of Shares being tendered or
upon the Purchaser obtaining financing.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, APRIL 4, 1997, UNLESS THE
OFFER IS EXTENDED.
The Purchaser expressly reserves the right, in its sole
discretion, at any time and from time to time, to extend the period
of time during which the Offer is open, including as a result of
the occurrence of any of the events specified in Section 13 of the
Offer to Purchase, by giving oral or written notice of such
extension to the Depositary (as defined in the Offer to Purchase)
and by making a public announcement thereof. During any such
extension, all Shares previously tendered and not withdrawn will
remain subject to the Offer, subject to the rights of a tendering
stockholder to withdraw any tendered Shares.
Upon the terms and subject to the conditions of the Offer, if
more than the 2,600,000 Shares (or such greater number of Shares as
the Purchaser elects to purchase pursuant to the Offer)(the
"Maximum Number") shall be validly tendered and not withdrawn prior
to the Expiration Date, the Purchaser will, upon the terms and
subject to the conditions of the Offer, purchase the Maximum Number
of Shares on a pro rata basis (with adjustments to avoid purchases
of fractional Shares) based upon the number of Shares validly
tendered and not withdrawn prior to the Expiration Date. The
Purchaser reserves the right (but shall not be obligated) to accept
for payment more than the Maximum Number of Shares pursuant to the
Offer. The Purchaser has no present intention of exercising such
right. For purposes of the Offer, the Purchaser will be deemed to
have accepted for payment, and thereby purchased, tendered Shares
if, as and when the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance of such Shares for
payment. Payment for Shares accepted pursuant to the Offer will be
made by deposit of the aggregate purchase price therefor with the
Depositary, which will act as agent for tendering stockholders for
the purpose of receiving payment from the Purchaser and
transmitting payment to such tendering stockholders. Under no
circumstances will interest on the purchase price for Shares be
paid by the Purchaser by reason of any delay in making such
payment. Upon the deposit of funds with the Depositary for the
purpose of making payments to tendering stockholders, the
Purchaser's obligation to make such payment shall be satisfied and
tendering stockholders must thereafter look solely to the
Depositary for payment of amounts owed to them by reason of the
acceptance for payment of Shares pursuant to the Offer. In all
cases, payment for Shares tendered and accepted for payment
pursuant to the Offer will be made only after timely receipt by the
Depositary of (a) certificates evidencing such Shares ("Share
Certificates"), or a timely confirmation of the book-entry transfer
of such Shares into the Depositary's account at a Book-Entry
Transfer Facility (as defined in the Offer to Purchase), pursuant
to the procedures set forth in Section 3 of the Offer to Purchase,
(b) the Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature
guarantees, or an Agent's Message (as defined in the Offer to
Purchase) in connection with a book-entry transfer, and (c) any
other documents required by the Letter of Transmittal. If, for any
reason whatsoever, acceptance for payment of or payment for any
Shares tendered pursuant to the Offer is delayed, or the Purchaser
is unable to accept for payment or pay for Shares tendered pursuant
to the Offer, then, without prejudice to the Purchaser's rights set
forth herein, the Depositary may, nevertheless, on behalf of the
Purchaser and subject to Rule 14e-1(c) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), retain
tendered Shares and such Shares may not be withdrawn except to the
extent that the tendering stockholder is entitled to and duly
exercises withdrawal rights as described in Section 4 of the Offer
to Purchase. The Purchaser will pay any stock transfer taxes
incident to the transfer to it of validly tendered Shares, except
as otherwise provided in Instruction 6 of the Letter of
Transmittal, as well as any charges and expenses of the Depositary
and the Information Agent. If any tendering Shares are not
accepted for payment for any reason pursuant to the terms and
conditions of the Offer (including proration due to tenders of
Shares pursuant to the Offer in excess of the Maximum Number) or if
Share certificates are submitted evidencing more Shares than are
tendered, Share certificates evidencing unpurchased or untendered
Shares will be returned, without expense to the tendering
stockholder (or, in the case of Shares tendered by book-entry
transfer into the Depositary's account at a Book-Entry Transfer
Facility pursuant to the procedure set forth in Section 3, such
Shares will be credited to an account maintained at such Book-Entry
Transfer Facility), as promptly as practicable following the
expiration or termination of the Offer. Except as otherwise
provided in Section 4 of the Offer to Purchase, tenders of Shares
made pursuant to the Offer are irrevocable. Shares tendered
pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment by the
Purchaser pursuant to the Offer, may also be withdrawn at any time
after May 5, 1997 or at such later time as may apply if the Offer
is extended.
If the Purchaser extends the Offer, is delayed in its acceptance
for payment of Shares or is unable to accept Shares for payment
pursuant to the Offer for any reason, then, without prejudice to
the Purchaser's rights under the Offer, the Depositary may,
nevertheless, on behalf of the Purchaser, retain tendered Shares,
and such Shares may not be withdrawn except to the extent that
tendering stockholders are entitled to withdrawal rights as
described in Section 4 of the Offer to Purchase. Any such delay
will be by an extension of the Offer to the extent required by law.
For a withdrawal to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the back cover of
the Offer to Purchase. Any such notice of withdrawal must specify
the name of the person who tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and (if Share certificates have
been tendered) the name of the registered holder, if different from
that of the person who tendered such Shares. If Share certificates
evidencing Shares to be withdrawn have been delivered or otherwise
identified to the Depositary, then prior to the release of such
Share certificates, the serial numbers shown on the particular
Share Certificates to be withdrawn must be submitted to the
Depositary, and the signature(s) on the notice of withdrawal must
be guaranteed by an Eligible Institution (as defined in the Offer
to Purchase), unless such Shares have been tendered for the account
of an Eligible Institution. If Shares have been tendered pursuant
to the procedure for book-entry transfer as set forth in Section 3
of the Offer to Purchase, any notice of withdrawal must also
specify the name and number of the account at the Book-Entry
Transfer Facility to be credited with the withdrawn Shares, in
which case a notice of withdrawal will be effective if delivered to
the Depositary by any method of delivery described in the first
sentence of this paragraph. Withdrawals of Shares may not be
rescinded, but the holder thereof may retender such Shares pursuant
to the procedures set forth in the Offer to Purchase.
The information required to be disclosed by Rule 14d-
6(e)(1)(vii) of the General Rules and Regulations under the
Exchange Act is contained in the Offer to Purchase and is
incorporated herein by reference.
A demand is being made to the Company, pursuant to Rule 14d-5
under the Exchange Act, for the use of the Company's stockholder
list and security position listings for the purpose of
disseminating the Offer to holders of Shares. Upon compliance by
the Company with such request, the Offer to Purchase and the
related Letter of Transmittal and, if required, other relevant
materials will be mailed to record holders of Shares or to brokers,
dealers, commercial banks, trust companies and similar persons
whose names, or the names of whose nominees, appear on the
Company's stockholder list, if any, or, if applicable, who are
listed as participants in a clearing agency's security position
listing, for subsequent transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE OFFER.
Questions and requests for assistance, and requests for copies
of the Offer to Purchase, the Letter of Transmittal and other
tender offer materials, may be directed to the Information Agent at
its address and telephone numbers set forth below. Holders of
Shares may also contact brokers, dealers, commercial banks and
trust companies for additional copies of the Offer to Purchase, the
Letter of Transmittal or other tender offer materials.
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
March 6, 1997
EXHIBIT (a)(8)
[BISCO INDUSTRIES LETTERHEAD]
FOR IMMEDIATE RELEASE
Contact:
Glen Ceiley, President
or
Stephen Catanzaro, Chief Financial Officer
Bisco Industries, Inc.
(714) 283-7140
BISCO INDUSTRIES COMMENCES TENDER OFFER FOR UP TO 2,600,000 SHARES
OF COMMON STOCK OF FAMILY STEAK HOUSES OF FLORIDA
Orange, California, March 6, 1997 - Bisco Industries, Inc., a
privately held distributor of fasteners and electronic components,
announced today that it had commenced a tender offer to purchase
for cash up to 2,600,000 shares of common stock of Family Steak
Houses of Florida, Inc. (NASDAQ - RYFL), for $0.90 per share, net
to the seller in cash.
The offer is being made upon the terms and subject to the
conditions set forth in Bisco Industries' Offer to Purchase dated
March 6, 1997 and the related Letter of Transmittal, which were
filed today with the Securities and Exchange Commission. The offer
is conditioned upon, among other things, Bisco Industries being
satisfied that the Florida Control Share Act shall be inapplicable
to the offer, or Bisco Industries otherwise being satisfied that
the Control Share Act will not deny voting rights to any shares it
acquires pursuant to the offer. The offer is not conditioned upon
any minimum number of shares being tendered or upon Bisco
Industries obtaining financing.
Family Steak Houses of Florida is headquartered in Neptune
Beach, Florida, is the sole franchisee of Ryan's Family Steak House
restaurants in the State of Florida and operates 24 restaurants in
Florida.
