SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
AMENDMENT NO. 8*
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
*constituting the final amendment to Schedule 14D-1
This Statement constitutes the final amendment to 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.
On September 26, 1997, the Purchaser terminated and withdrew
the Offer. The Purchaser has instructed the Depository to return
all tendered Shares to the tendering shareholders. The full text
of a press release, dated September 26, 1997, issued by the
Purchaser with respect to the termination and withdrawal of the
Offer is filed herewith as Exhibit (a)(16) and is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(16) Press Release, dated September 26, 1997, issued
by the 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: September 26, 1997
BISCO INDUSTRIES, INC.
By: /s/ Glen F. Ceiley
Name: Glen F. Ceiley
Title: President
EXHIBIT INDEX
Exhibit
Number Description
(a)(16) Press Release, dated September 26,
1997, issued by the Purchaser.
Exhibit (a)(16)
[BISCO INDUSTRIES LETTERHEAD]
FOR IMMEDIATE RELEASE
Contact:
Glen Ceiley, President
or
Stephen Catanzaro, Chief Financial Officer
Bisco Industries, Inc.
(714) 283-7140
BISCO INDUSTRIES WITHDRAWS TENDER OFFER FOR SHARES
OF FAMILY STEAK HOUSES OF FLORIDA
Orange, California, September 26, 1997 - Bisco Industries,
Inc., a privately held distributor of fasteners and electronic
components, announced today that it has terminated and withdrawn
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. Bisco
Industries has instructed Harris Trust Company of New York, the
Depositary for the tender offer, to return to the tendering
shareholders all shares that were tendered pursuant to the offer.
Glen Ceiley, President and CEO of Bisco Industries, stated
that, "Family Steak House management has continued to refuse to
amend or redeem the company's "poison pill" and otherwise permit
our tender offer to be consummated. Family Steak Houses of Florida
has a second quarter pretax loss of $318,000 and is expected to
continue to lose money for the remainder of the year, further
reducing shareholder value.
In response to our recent request for a special meeting of
shareholders, earlier this month Family Steak House filed a lawsuit
to block our efforts to complete our tender offer. We continue to
believe that a majority of the Company's shareholders support our
efforts and we intend to continue to seek to increase our ownership
interest and obtain Board representation. However, we expect that
the lawsuit will take several months to resolve, and felt that
keeping the tender offer open for an extended period of time was
not in the best interest of the tendering shareholders."
