SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
AMENDMENT NO. 7
TO
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 C. Hoffman, Esq.
Greenberg, Traurig, Hoffman, Rosen, Lipoff & Quentel, P.A.
1221 Brickell Avenue
Miami, Florida 33131
Telephone: (305) 579-0500
This Statement amends and supplements the Tender Offer
Statement on Schedule 14D-1 filed with the Securities and Exchange
Commission on March 6, 1997, as previously amended (the "Schedule
14D-1"), relating to the offer by Bisco Industries, an Illinois
corporation (the "Purchaser") to purchase up to 2,600,000 shares of
Common Stock, $0.01 par value (the "Common Stock"), of Family Steak
Houses of Florida, Inc., a Florida corporation (the "Company"),
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, at a purchase price of $0.90 per
share, net to the tendering stockholder in cash, without interest
thereon. Capitalized terms used and not defined herein shall have
the meanings assigned such terms in the Offer to Purchase and the
Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
The Purchaser has extended the Offer until 5:00 P.M., New York
City time, on Friday, October 31, 1997. The full text of a press
release, dated July 11, 1997, issued by Purchaser with respect to
the extension of the Offer is filed herewith as Exhibit (a)(15) and
is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(15) Press Release, dated July 11, 1997, issued by
Purchaser.
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: July 11, 1997
BISCO INDUSTRIES, INC.
By: /s/ Glen F. Ceiley
Name: Glen F. Ceiley
Title: President
EXHIBT INDEX
Exhibit
Number Description
(a)(15) Press Release, dated July 11,
1997, issued by Purchaser.
Exhibit (a)(15)
[BISCO INDUSTRIES LETTERHEAD]
FOR IMMEDIATE RELEASE
Contact:
Glen Ceiley, President
or
Stephen Catanzaro, Chief Financial Officer
Bisco Industries, Inc.
(714) 283-7140
BISCO INDUSTRIES EXTENDS TO OCTOBER 31, 1997 THE EXPIRATION DATE OF
ITS TENDER OFFER FOR SHARES OF FAMILY STEAK HOUSES OF FLORIDA
Orange, California, July 11, 1997 - Bisco Industries, Inc., a
privately held distributor of fasteners and electronic components,
announced today that it has extended to 5:00 P.M., New York City
time, on October 31, 1997, the expiration date of its tender offer
to purchase for cash up to 2,600,000 shares of common stock of
Family Steak Houses of Florida, Inc., a Ryans Steak House
franchisee (NASDAQ - RYFL) for $0.90 per share.
As of 5:00 p.m. on July 11, 1997, the scheduled expiration
date, 2,389,700 shares had been tendered pursuant to the offer.
Glen Ceiley, President and CEO of Bisco Industries, stated
that, "despite the fact that over 2.3 million shares have been
tendered in our offer, Family Steak House management continues to
be unwilling to amend or redeem the company's "poison pill" and
otherwise permit our offer to be consummated. Bisco recently
conducted a consent solicitation to adopt several proposals,
including elimination of the poison pill. Although we did not
receive consents for a majority of the outstanding shares prior to
the expiration date of the consent solicitation, the shareholder
response in favor was significant. Contrary to the company's
recent press release, according to our information more than a
majority of the shares that were voted in the consent solicitation
supported our proposals, with approximately 45% of the shareholders
delivering consents to us."
"Also, at the company's recent annual meeting, our proposal to
"opt out" of the Control Share Act received more votes in favor
than against. In addition, at the annual meeting a management
proposal to increase the company's authorized shares, which was
necessary to fully implement the poison pill, received less votes
in favor than against and was defeated. These results were
obtained without any solicitation efforts on our behalf. We
believe that the results of our consent solicitation and the vote
on these proposals at company's annual meeting prove that there is
a majority shareholder support for our efforts."
"Bisco is evaluating its alternatives to proceed with the
offer and currently intends to demand that the company call a
special meeting of shareholders to consider our proposals. We are
confident that if they are considered at a meeting, where all
shareholders can be represented, our proposals will be
overwhelmingly supported by the shareholders. Because of the time
it will take under Florida law and the company's bylaws to convene
a special meeting, we have extended the expiration date of the
offer through the end of October. We hope that the conditions to
our tender offer are satisfied and we are able to complete our
tender offer on or before the new expiration date."
