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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D (AMENDMENT NO. 2)
Under the Securities Exchange Act of 1934
Family Steak Houses of Florida, Inc..
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
CUSIP Number: 307059105
Glen F. Ceiley
Bisco Industries, Inc.
704 W. Southern Ave.
Orange, CA 92865
(714) 283-7140
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 19, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is subject of this Schedule 13D,
and is filing this statement because of Rule 13d-1(b)(3) or (4),
check the following box: ( )
Page 1 of 12 Pages
Exhibit Index on Page 7.
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SCHEDULE 13D
CUSIP No. 307059105
1. Name of Reporting Person
Mr. Glen F. Ceiley
2. Check the Appropriate Box if a Member of a group (a) (X)
(b) ( )
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ( )
6. Citizenship or Place of Organization
U.S.A.
Number of 7. Sole Voting Power
Shares
Beneficially 95,600 shares of Common Stock
Owned By
Each 8. Shared Voting Power
Reporting
Person 644,490 shares of Common Stock (See Item 5)
With
9. Sole Dispositive Power
95,600 shares of Common Stock
10. Shared Dispositive Power
644,490 shares of Common Stock (See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,070,890 shares of Common Stock (See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares ( )
13. Percent of Class Represented by Amount in Row (11)
9.8%
14. Type of Reporting Person
IN
Page 2 of 12 Pages
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SCHEDULE 13D
CUSIP No. 307059105
1. Name of Reporting Person
Bisco Industries, Inc.
2. Check the Appropriate Box if a Member of a Group (a) (X)
(b) ( )
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ( )
6. Citizenship or Place of Organization
Illinois
Number of 7. Sole Voting Power
Shares
Beneficially 457,100 shares of Common Stock (See Item 5)
Owned By
Each
Reporting 8. Shared Voting Power
Person
With 0
9. Sole Dispositive Power
457,100 shares of Common Stock (See Item 5)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
457,100 shares of Common Stock (See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares ( )
13. Percent of Class Represented by Amount in Row (11)
4.2%
14. Type of Reporting Person
CO
Page 3 of 12 Pages
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SCHEDULE 13D
CUSIP No. 307059105
1. Name of Reporting Person
Bisco Industries, Inc. Profit Sharing and Savings Plan
2. Check the Appropriate Box if a Member of a Group (a) (X)
(b) ( )
3. SEC Use Only
4. Source of Funds
00
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ( )
6. Citizenship or Place of Organization
U.S.A.
Number of 7. Sole Voting Power
Shares
Beneficially 518,190 shares of Common Stock (See Item 5)
Owned By
Each
Reporting 8. Shared Voting Power
Person
With 0
9. Sole Dispositive Power
518,190 shares of Common Stock (See Item 5)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
518,190 shares of Common Stock (See Item 5).
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares ( )
13. Percent of Class Represented by Amount in Row (11)
4.7%
14. Type of Reporting Person
EP
Page 4 of 12 Pages
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Item 1. Security and Issuer
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This statement relates to shares of common stock, $.01 par value per
share (the "Shares"), of Family Steak Houses of Florida, Inc., a Florida
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 2113 Florida Blvd., Neptune Beach, Florida 32266.
Item 2. Identity and Background
-----------------------
(a)-(c), (f). This amendment No. 2 to Schedule 13D is being filed by
Mr. Glen F. Ceiley ("Mr. Ceiley"), Bisco Industries, Inc., an Illinois
corporation ("Bisco"), and the Bisco Industries, Inc. Profit Sharing and Savings
Plan (the "Plan"). Mr. Ceiley, Bisco, and the Plan are hereinafter collectively
referred to as the "Reporting Persons'," to amend the Schedule 13D which was
originally dated December 26, 1996.
Mr. Ceiley's principal employment is President of Bisco and his
business address is 704 W. Southern Ave., Orange, CA 92865. Mr. Ceiley is a
citizen of the United States of America.
Bisco's principal business is the distribution of fasteners and
electronic components. Bisco is an Illinois corporation. Its principal office is
located at 704 W. Southern Ave., Orange, CA 92865. Mr. Ceiley owns 100% of the
voting common stock of Bisco, and is its sole director and executive officer.
The Plan was adopted by the Board of Directors of Bisco for the
exclusive benefit of eligible Bisco employees. The Plan's business address is
704 W. Southern Ave., Orange, CA 92865. Mr. Ceiley is the sole trustee of the
Plan.
(d) and (e). During the last five years, none of the Reporting Persons
has (i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
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Item 3 to Schedule 13D is amended as follows:
Mr. Ceiley purchased directly 95,600 Shares for a total consideration
of $66,162.67 from his personal funds. Bisco purchased 457,100 shares for a
total consideration of $372,915.69. Bisco paid for such Shares from its working
capital, including funds made available in the ordinary course of business under
its working capital credit facility. The Plan purchased 518,190 shares for a
total consideration of $294,608.89 using funds held in the Plan for investment
purposes.
Page 5 of 12 Pages
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Item 4. Purpose of Transaction
----------------------
The Reporting Persons acquired the Shares to obtain an equity position
in the Issuer. The Reporting Persons presently consider the Shares an attractive
investment and intend to review their investment on an ongoing basis. Such
continuing review may result in the Reporting Persons acquiring additional
Shares in the open market or in privately negotiated transactions, maintaining
their holdings at current levels or selling all or a portion of their holdings
in the open market or in privately negotiated transactions. Any such actions the
Reporting Persons undertake will be dependent upon, among other things, the
availability of Shares for purchase and the price levels of such Shares; general
market and economic conditions; on-going evaluation of the Issuer's business,
financial condition, operations and prospects; the relative attractiveness of
alternative business and investment opportunities; the availability of funds for
the purchase of additional Shares; the actions of the management and Board of
Directors of the Issuer; and other future developments.
The Reporting Persons also are presently assessing whether to acquire a
more significant equity stake or controlling interest in the Issuer, with a view
toward proposing to the Issuer's Board of Directors strategic alternatives to
improve the Issuer's performance and enhance shareholder value. Depending on
their ability to increase their ownership of Shares and their continuing
assessment of the factors enumerated above (including the Issuer's financial
condition, market conditions and the actions of the management and Board of
Directors of the Issuer), the Reporting Persons may seek to propose an
acquisition of all or part of the Issuer or another extraordinary corporate
transaction involving the Issuer or the sale of a material amount of assets of
the Issuer or solicit proxies or consents for the election of one or more of
their representatives as directors of the Issuer. As part of their ongoing
review, the Reporting Persons may have discussions with third parties, including
other shareholders, or with management of the Issuer regarding any or all of the
foregoing matters. There can be no assurance that the Reporting Persons (or any
of there affiliates) will take any of the actions described above with respect
to the Shares or the Issuer.
Although the foregoing reflects activities presently contemplated by
the Reporting Persons with respect to the Issuer, the foregoing is subject to
change at any time. Except as set forth above, the Reporting Persons have no
present plans or intentions which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Page 6 of 12 Pages
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Item 5. Interest in Securities of the Issuer
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Item 5 to Schedule 13D is amended as follows:
(a) As of the close of business on May 19, 1997, the Reporting
Persons owned in the aggregate, 1,070,890 Shares, which represent approximately
9.8% of the 10,920,700 Shares outstanding as of November 11, 1996 as reported in
the Issuer's Quarterly Report on Form 10-Q for the quarter ended October 2,
1996. In accordance with Rule 13d-5(b)(1) of the General Rules and regulations
under the Securities Exchange Act of 1934, as amended, each of Mr. Ceiley,
individually and as Trustee of the Plan, the Plan and Bisco may be deemed to
have acted as a group and such group may be deemed to have acquired beneficial
ownership of Shares beneficially owned by any of such persons.
As of the close of business on May 19, 1997, Mr. Ceiley beneficially
owned an aggregate of 1,070,890 Shares, of which 95,600 Shares were owned by Mr.
Ceiley individually, 457,100 Shares were owned by Bisco, of which Mr. Ceiley is
the sole stockholder and President, and 518,190 Shares were held by Mr. Ceiley
as sole Trustee of the Plan.
(b) Mr. Ceiley has the sole power to vote and dispose of the Shares
which he owns individually and the power to vote and to dispose of the Shares
owned by the Plan and Bisco.
(c) Since January 16, 1997, the last day on which a transaction in the
Shares by the Reporting Persons was reported on the Schedule 13D, The reporting
persons purchased and sold Shares in the manner, in the amounts, on the dates
and at the prices set forth on Schedule 1 attached hereto and incorporated
herein by reference.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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Not Applicable
Item 7. Material to be Filed as Exhibits
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Exhibit 1. Joint Filing Agreement dated as of Page Number
May 19, 1997. 12
Page 7 of 12 Pages
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 19, 1997
Glen F. Ceiley
--------------------------
Name: Glen F. Ceiley
Page 8 of 12 pages
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 19, 1997
Bisco Industries, Inc.
Glen F. Ceiley
---------------------------------
Name: Glen F. Ceiley
Title: President
Page 9 of 12 pages
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 19, 1997
Bisco Industries, Inc.
Profit Sharing And Savings Plan
Glen F. Ceiley
_______________________________
Name: Glen F. Ceiley
Title: Trustee
Page 10 of 12 Pages
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SCHEDULE 1
The Reporting Persons have engaged in the following transactions in Shares since
January 16, 1997, the last day on which a transaction in the Shares by the
Reporting Persons was reported on the Schedule 13D. All transactions involved
purchases of Shares on the NASDAQ.
<TABLE>
<CAPTION>
Transaction Number of Price
Date Shares Per Share* Purchaser
- ----------- ----------- ----------- -----------
<S> <C> <C> <C>
03-19-97 10,000 $ .875 Plan
03-20-97 (2,500) .875 Mr. Ceiley
03-21-97 (7,500) .875 Mr. Ceiley
04-07-97 5,000 .75 Mr. Ceiley
04-09-97 25,000 .78125 Plan
04-09-97 300 .75 Mr. Ceiley
05-19-97 330,800 .90 Bisco
</TABLE>
* Excluding commissions
Page 11 of 12 pages
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JOINT FILING AGREEMENT
----------------------
In accordance with rule 13d-(f) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13D referred to
below) on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the common stock. $.01 par value (the
"Common Stock"), of Family Steak Houses of Florida Inc., a Florida corporation,
and that this Agreement be included as an Exhibit to such joint filing. This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of May 19,
1997.
/s/ GLEN F. CEILEY
----------------------
Glen F. Ceiley
Bisco Industries, Inc.
/s/ GLEN F. CEILEY
----------------------
Name: Glen F. Ceiley
Title: President
Bisco Industries, Inc.
Profit Sharing and Savings Plan
/s/ GLEN F. CEILEY
----------------------
Name: Glen F. Ceiley
Title: Trustee
Page 12 of 12 Pages
