<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D (AMENDMENT NO. 4)
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)
July 23, 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 11 Pages
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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 90,970 shares of Common Stock
Owned By
Each 8. Shared Voting Power
Reporting
Person 975,290 shares of Common Stock (See Item 5)
With
9. Sole Dispositive Power
90,970 shares of Common Stock
10. Shared Dispositive Power
975,290 shares of Common Stock (See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,066,260 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)
9.7%
14. Type of Reporting Person
IN
Page 2 of 11 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)
4.1%
14. Type of Reporting Person
CO
Page 3 of 11 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 11 Pages
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Item 1. Security and Issuer
-------------------
This Amendment No. 4 to Schedule 13D constitutes an amendment to the
Schedule 13D filed with the Securities and Exchange Commission on December 26,
1996 by Glen F. Ceiley ("Ceiley"), Bisco Industries, Inc. ("Bisco") and the
Bisco Industries, Inc. Profit Sharing Plan (the "Plan") (collectively, the
"Reporting Persons"), with respect 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 Schedule 13D, as previously amended, is referred
to herein as the "Schedule"). Except as set forth herein, there has been no
material change in the information set forth in the Schedule.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Item 3 of the Schedule is amended as follows:
Mr. Ceiley purchased directly 90,970 Shares for a total consideration
of $62,432.98 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 11 Pages
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Item 4. Purpose of Transaction
----------------------
Item 4 of the Schedule is amended as follows:
Reference is made to the Schedule 14D-1 filed by Bisco on March 6,
1997, as amended, for a description of Bisco's offer to purchase up to 2,600,000
shares and related matters. On July 23, 1997, the Reporting Persons delivered to
the Company a written demand for the Company to call and convene a special
meeting of shareholders for the following purposes: (i) to amend the Company's
bylaws to require the Company to redeem the "poison pill" recently adopted by
the Company's Board of Directors and require prior shareholder approval for
adoption of any "poison pill" or similar anti-takeover measure in the future;
(ii) to amend the Company's bylaws to provide that Section 607.0902 of the
Florida Business Corporation Act shall not apply to control share acquisitions
of shares of the Company; (iii) to remove three of the present members of the
Board of Directors (Joseph M. Glickstein, Jr., Richard M. Gray and Robert J.
Martin) and any person elected or designated by the Board to fill any vacancy or
any directorships created on or after the date of the Company's 1997 Annual
Meeting of Shareholders; and (iv) to elect as directors of the Company three
nominees of Bisco Industries, Inc., to serve as directors until the Company's
next annual meeting of shareholders and until their successors are elected and
qualified. Subject to the Company's call of such special meeting, the Reporting
Persons intend to solicit proxies for the approval of each of the proposals set
forth in the demand letter. A copy of the Company's letter to the Company is
attached hereto as Exhibit 1 attached hereto and incorporated herein by
reference.
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 11 Pages
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Item 5. Interest in Securities of the Issuer
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Item 5 of the Schedule is amended as follows:
(a) As of the close of business on July 23, 1997, the Reporting
Persons owned in the aggregate, 1,066,260 Shares, which represent approximately
9.7% of the 11,030,000 Shares outstanding as of May 7, 1997 as reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended April 2, 1997. 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 July 23, 1997, Mr. Ceiley beneficially
owned an aggregate of 1,066,260 Shares, of which 90,970 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 May 19, 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
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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. Demand letter by Bisco Industries dated as of July 23, 1997.
Page 7 of 11 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: July 23, 1997
Glen F. Ceiley
--------------------------
Name: Glen F. Ceiley
Page 8 of 11 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: July 23, 1997
Bisco Industries, Inc.
Glen F. Ceiley
---------------------------------
Name: Glen F. Ceiley
Title: President
Page 9 of 11 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: July 23, 1997
Bisco Industries, Inc.
Profit Sharing And Savings Plan
Glen F. Ceiley
_______________________________
Name: Glen F. Ceiley
Title: Trustee
Page 10 of 11 Pages
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SCHEDULE 1
The Reporting Persons have engaged in the following transactions in Shares since
May 19, 1997, the last day on which a transaction in the Shares by the Reporting
Persons was reported on the Schedule 13D.
<TABLE>
<CAPTION>
Transaction Number of Price
Date Shares Per Share* Purchaser
- ----------- ----------- ----------- -----------
<S> <C> <C> <C>
05-21-97 (1,200) $ .875 Mr. Ceiley
06-10-97 (930) .78125 Mr. Ceiley
06-12-97 (2,000) .78125 Mr. Ceiley
07-01-97 (500) .78125 Mr. Ceiley
</TABLE>
* Excluding commissions
Page 11 of 11 pages
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EXHIBIT 1
[LOGO OF BISCO INDUSTRIES, INC.]
DEMAND LETTER
JULY 23, 1997
Family Steak Houses of Florida, Inc.
2113 Florida Blvd.
Neptune Beach, FL 32266
Attention: Secretary
Gentlemen:
As of the date hereof, the undersigned are the holder of 1,066,260 shares
of Common Stock, $0.01 par value ("Common Stock"), of Family Steak Houses of
Florida, Inc., a Florida corporation (the "Company"), which shares represent
approximately 9.7% of the 11,030,000 shares of Common Stock outstanding as of
May 7, 1997, as reported in the Company's Quarterly Report on Form 10-Q for the
Quarter Ended April 2, 1997.
Pursuant to Section 607.0702 of the Florida Business Corporation Act, the
undersigned hereby demand that the Company call and convene a special meeting of
shareholders for the following purposes:
1. To adopt the resolutions set forth on Annex A attached to this letter.
2. To amend the Company's bylaws to add the following bylaw provision:
"CONTROL SHARE ACT. The provisions of Section 607.0902 of
-----------------
the Florida Business Corporation Act shall not apply to control share
acquisitions of shares of this corporation."
3. To remove three of the present members of the Board of Directors
(Joseph M. Glickstein, Jr., Richard M. Gray and Robert J. Martin) and
any person elected or designated by the Board to fill any vacancy or
any directorships created on or after the date of the Company's 1997
Annual Meeting of Shareholders.
4. To elect as directors of the Company three nominees of Bisco
Industries, Inc., to serve as directors until the Company's next annual
meeting of shareholders and until their successors are elected and
qualified. The name of each director nominee, and all other information
required to be furnished to the Company with respect to such nominee or
with respect to Bisco Industries, Inc. pursuant to the Company's
Amended and Restated Bylaws or applicable law, will be delivered to the
Company by Bisco Industries, Inc. by notice in accordance with the
provisions of Article III, Section 3.13 of the Company's Amended and
Restated Bylaws.
<PAGE>
July 23, 1997
Page 2
A copy of a similar letter from Jesse L. Judelle, M.D. is enclosed
demanding that the Company call and convene a special meeting of shareholders
for the purposes set forth above. That letter and this letter, taken together,
constitute written demands of the holders of not less than 10% of all the votes
entitled to be cast on any issue proposed to be considered at the proposed
special meeting. Accordingly, the undersigned request that the Company comply
with its obligations under Section 607.0702 of the Florida Business Corporation
Act and Article II, Section 2.3 of Company's Amended and Restated Bylaws by
calling and convening a special meeting of shareholders for the purposes herein
described. The undersigned further request that such special meeting be held on
or about September 15, 1997.
Sincerely,
BISCO INDUSTRIES, INC.
By: /s/ GLEN F. CEILEY
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Glen F. Ceiley, President
BISCO INDUSTRIES, INC. PROFIT
SHARING AND SAVINGS PLAN
By: /s/ GLEN F. CEILEY
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Glen F. Ceiley, Trustee
/s/ GLEN F. CEILEY
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Glen F. Ceiley
GFC:js
cc: Lewis E. Christman
Kenneth C. Hoffman, Esq.
G. Alan Howard, Esq.
<PAGE>
Annex A
Resolutions to be Adopted at the Special Meeting
The resolutions referred to in paragraph 1 of the letter to which this
Annex A is attached are as follows:
WHEREAS, the shareholders believe that the Shareholder Rights Plan
unilaterally adopted by the Board of Directors is not in the best interests of
the Company and, accordingly, want the Board of Directors to immediately redeem
the rights issued pursuant to such plan and to restrict the Company from
adopting or maintaining in the future a "poison pill," shareholder rights plan,
rights agreement or any other plan, agreement, bylaw or other provision that is
designed to or has the effect of making acquisition of the Company's shares more
difficult or expensive unless such plan, agreement, bylaw or provision has first
been approved by the holders of a majority of the outstanding common stock; now,
therefore, be it
RESOLVED, that the shareholders want the Board of Directors to redeem
the recently adopted "poison pill" and also want to prevent the Board of
Directors from adopting new "poison pills" in the future, and, in furtherance of
the foregoing, hereby amend the Company's bylaws to add the following provision:
"POISON PILLS: This corporation shall not adopt or maintain a "poison
-------------
pill," shareholder rights plan, rights agreement or any other plan, agreement,
bylaw or other provision that is designed to or has the effect of making
acquisition of large holdings of the corporation's common stock more difficult
or expensive (including, without limitation the "poison pill" evidenced by the
March 18, 1997 Rights Agreement (the "Rights Agreement") between the corporation
and ChaseMellon Shareholder Services, Inc.), unless such plan, agreement, bylaw
or other provision is first approved by the holders of a majority of the
corporation's outstanding common stock. The corporation shall redeem any such
rights (including, without limitation, rights issued under the Rights Agreement)
in effect as of the date of adoption of this bylaw. This section shall be
effective immediately and automatically as of the date it is approved by the
shareholders."
