SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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[ ] Preliminary Proxy Statement [ ]
Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-ll(c) or
Section 240.14a-12
Family Steak Houses of Florida, Inc.
(Name of Registrant as Specified In Its Charter)
Bisco Industries, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-1 I(c)(l)(ii), 14a-6(i)(1),
or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a
6(i)(4) and 0-11
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computed pursuant to Exchange Act Rule 0-11:
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[ ] Check box if any part of the fee is offset as
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[BISCO LETTERHEAD]
May 9, 1997
Dear Fellow Shareholder (Family Steak Houses of Florida, Inc.),
Yes, another letter! I am writing again to correct a few
misimpressions the Board has created about our tender offer and
the kind of support we have been receiving.
WHY HASN'T ANYONE RECEIVED MONEY FOR THEIR SHARES?
Contrary to the Board's statements, the reason we haven't
purchased any shares yet is that Securities and Exchange
Commission tender offer rules prohibit Bisco from purchasing
shares until the expiration date of the offer, which has been
extended to allow time for the conditions to the offer to be
satisfied. Certain of these conditions, including elimination of
the Poison Pill and "opting out" of the Control Share Act, are
beyond our control and depend upon the successful outcome of our
consent solicitation. The Board could easily satisfy these
conditions, without wasting the Company's money, but they refuse
to do so. The offer currently expires May 23, 1997. We hope
that before that date we will be able to present the Board the
successful results of our consent solicitation, and that the
Board will promptly take action to redeem the Poison Pill. BISCO
INTENDS TO PURCHASE TENDERED SHARES ON THE EXPIRATION DATE,
PROVIDED THAT THE CONDITIONS TO THE OFFER HAVE BEEN SATISFIED.
DO THE COMPANY'S SHAREHOLDERS SUPPORT BISCO? YES!!!
To date, over 2.1 million shares have been tendered pursuant to
our offer (Bisco is only seeking to buy 2.6 million shares) with
more shares coming in daily. If you add these to the shares we
already own, THE HOLDERS OF OVER 25% OF THE COMPANY'S SHARES
BELIEVE OUR OFFER IS FAIR. We have been receiving positive
responses to our consent materials from these shareholders, as
well as shareholders who are not tendering their shares in our
offer. WE BELIEVE THAT A MAJORITY OF THE SHAREHOLDERS WILL
SUPPORT OUR EFFORTS.
IT'S NOT TOO LATE!
PLEASE EXECUTE AND RETURN YOUR GOLD CONSENT CARD TODAY!!!
If you have any questions, please call me at 714 -283-7140 or
call Bisco's Information Agent, Garland Associates, Inc., at
(800) 455-6034 (toll free) or (212) 866-0095 (collect).
Thank you for your time, consideration and support on this
important matter.
Sincerely,
Mr. Glen F. Ceiley
President and CEO
