SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
AMENDMENT NO. 1
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
The Schedule 14D-1 filed by Bisco Industries, Inc., an
Illinois corporation (the "Offeror"), in connection with its
pending tender offer for up to 2,600,000 shares of common stock,
par value $0.01 per share (the "Shares"), of Family Steak Houses
of Florida, Inc., a Florida corporation (the "Company"), is hereby
amended as follows:
The Offeror hereby deletes the references to "Sole" contained
on the front cover of the Offer to Purchase; in the first sentence
of the sixth paragraph, in the first sentence of the seventh
paragraph, and in the second sentence of the ninth paragraph of the
INTRODUCTION of the Offer to Purchase; in paragraph (a), (c), (d),
(e) and (i) and the last sentence of the first paragraph of SECTION
13; and in the sixth sentence of the second paragraph of SECTION 14
and inserts in lieu thereof "Reasonable".
In addition, all other references to "Sole" contained in the
Letter of Transmittal shall be deemed amended to read "Reasonable".
The Offeror hereby amends SECTION 2 and SECTION 13 to provide
that the Offeror cannot assert any of the conditions set forth in
SECTION 13 (other than those related to regulatory approvals) after
the Expiration Date.
SIGNATURE
After due inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: March 20, 1997
BISCO INDUSTRIES, INC.
By: /s/ Glen F. Ceiley
Name: Glen F. Ceiley
Title: President
