SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
AMENDMENT NO. 5
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, June 13, 1997. The full text of a press
release, dated May 23, 1997, issued by Purchaser with respect to
the extension of the Offer is filed herewith as Exhibit (a)(12) and
is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(12) Press Release, dated May 23, 1997, issued by
Purchaser.
(a)(13) Press Release, dated May 27, 1997, issued by Proxy
Solicitor.
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: May 27, 1997
BISCO INDUSTRIES, INC.
By: /s/ Glen F. Ceiley
Name: Glen F. Ceiley
Title: President
EXHIBT INDEX
Exhibit
Number Description
(a)(12) Press Release, dated May 23, 1997, issued by
Purchaser.
(a)(13) Press Release, dated May 27, 1997, issued by
Proxy Solicitor.
Exhibit (a)(12)
[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 JUNE 13, 1997 THE EXPIRATION DATE OF
ITS TENDER OFFER FOR SHARES OF FAMILY STEAK HOUSES OF FLORIDA
Orange, California, May 23, 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 Friday, June 13, 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. (NASDAQ - RYFL) for $0.90
per share.
As of 5:00 p.m. on May 23, 1997, the originally scheduled
expiration date, 2,438,286 shares had been tendered pursuant to the
offer.
Bisco recently began soliciting shareholder consents to
several proposals, including elimination of the Company's Poison
Pill. We are gratified by the shareholder response to date to our
consent solicitation. We anticipate that before June 13th 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, clearing the way for us to complete our
tender offer on the new expiration date.
Exhibit (a)(13)
[GARLAND ASSOCIATES, INC. LETTERHEAD]
TO: Department Heads, Proxy and Reorganization
Departments
FROM: George Garland
DATE: May 27, 1997
RE: Family Steak Houses of Florida
Tender Offer/Consent Solicitation (Gold Card)
CUSIP: 307059-105
CONTRA CUSIP: 307059-998
Dear Proxy and Reorganization Departments:
Our client, Bisco Industries Inc. has an ongoing OFFER TO
PURCHASE up to 2,600,000 shares of Family Steak Houses of Florida
common stock at $.90 per share. In addition, Bisco is soliciting
CONSENTS on a GOLD consent card to remove several anti-takeover
provisions. Bisco can NOT complete the tender offer and accept
YOUR clients' shares for payment until AFTER Bisco have received
sufficient consents on the GOLD card to revoke the "Poison Pill"
provision and to "Opt-Out" of the Florida Control Share Act.
Revoking these measures is a CONDITION OF THE OFFER.
Some of your clients who have tendered shares have not yet
signed and returned their GOLD consent cards. We urge you to
CONTACT YOUR CLIENTS who have tendered or their Account
Representative to assure that the clients have returned their GOLD
consent cards. While consenting is not a condition for tendering,
a successful consent solicitation IS a condition for accepting
shares for payment.
We also encourage shareholders who do NOT wish to tender to
sign, date and return their GOLD consent cards. Consenting does
NOT mean tendering. In order to consent, a shareholder must sign,
date and return the GOLD consent card whether or not they wish to
tender.
If you, your client or your clients' Account Administrators
have any questions, PLEASE CALL George Garland at telephone 212-
866-0095 or at 800-455-6034.
Thank you,
George Garland
