Schedule 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, For Use of the
Commission Only (as permitted by
|X| Definitive Proxy Statement Rule 14a-6(e)(2))
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
FAMILY STEAK HOUSES OF FLORIDA, INC.
(Name of Registrant as Specified In Its Charter)
FAMILY STEAK HOUSES OF FLORIDA, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
|X| No Fee Required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (set forth the amount in which the
filing fee is calculated and state how it was determined)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration No.:
(3) Filing party:
(4) Date filed:
<PAGE>
FAMILY STEAK HOUSES OF FLORIDA, INC.
2113 Florida Boulevard
Neptune Beach, Florida 32266
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the Annual Shareholders' Meeting to be
held at the Sea Turtle Inn, One Ocean Boulevard, Atlantic Beach, Florida 32233,
on Friday, June 26, 1998 at 10:00 a.m. for the purpose of:
1. Electing Directors; and
2. Transacting such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on April 26, 1998 as
the record date for determining shareholders entitled to vote at the Meeting.
Only shareholders of record at the close of business on that date will be
entitled to vote at the Meeting.
The vote of every shareholder is important. Whether or not you plan to
attend the Meeting, please complete the enclosed proxy and return it promptly so
that your shares will be represented. Sending in your proxy will not prevent you
from voting in person at the Meeting.
Lewis E. Christman, Jr.
President & CEO
Date: May 8, 1998
<PAGE>
FAMILY STEAK HOUSES OF FLORIDA, INC.
2113 Florida Boulevard
Neptune Beach, Florida 32266
PROXY STATEMENT
for
1998 ANNUAL MEETING OF SHAREHOLDERS
General Information
The solicitation of the enclosed proxy is made by and on behalf of the
Board of Directors of Family Steak Houses of Florida, Inc. (the "Company") to be
used at the 1998 Annual Meeting of Shareholders, which will be held at the Sea
Turtle Inn, One Ocean Boulevard, Atlantic Beach, Florida, at 10:00 a.m. on
Friday, June 26, 1998. The principal executive offices of the Company are
located at 2113 Florida Boulevard, Neptune Beach, Florida 32266. The approximate
mailing date of this Proxy Statement is May 8, 1998.
The proxy may be revoked at any time before it is exercised by giving
notice of revocation to the Secretary of the Company. The shares represented by
proxies in the form solicited by the Board of Directors will be voted at the
meeting. Where a choice is specified with respect to a matter to be voted upon,
the shares represented by the proxy will be voted in accordance with such
specification. If no choice is specified, such shares will be voted as
hereinafter stated in this Proxy Statement.
Record Date and Voting Securities
The Board of Directors has fixed the close of business on April 26, 1998 as
the record date for determination of shareholders entitled to vote at the
meeting. Holders of the Company's common stock, par value $0.01 per share (the
"Common Stock") as of April 26, 1998 will be entitled to one vote for each share
held, with no shares having cumulative voting rights. No other class of the
Company's securities is entitled to vote at the meeting. As of April 26, 1998,
the Company had outstanding 2,367,768 shares of Common Stock.
Voting Procedures
Under Florida law and the Amended and Restated Bylaws of the Company (the
"Bylaws"), a majority of shares of the Common Stock entitled to vote,
represented by person or proxy, constitutes a quorum at a meeting of
shareholders.
Under the Florida Business Corporation Act, directors are elected by a
plurality of the affirmative votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present. Generally, other matters are
approved if a quorum exists and the votes cast by the holders of the shares
represented at the meeting at which a quorum is present and entitled to vote on
the subject matter favoring the action exceed the votes opposing the action.
Under Florida law, abstentions and broker non-votes have no effect on the
election of directors. A broker non-vote generally occurs when a broker who
holds shares in street name for a customer does not have authority to vote on
certain non-routine matters under the rules of the market on which the stock is
traded because the beneficial owner of the shares held in street name has not
provided voting instructions on the matter.
<PAGE>
Security Ownership of Certain Beneficial Owners and of Management
The table set forth below presents certain information regarding beneficial
ownership of the Company's Common Stock (the Company's only voting security), as
of April 8, 1998, by (i) each shareholder known to the Company to own, or have
the right to acquire within sixty (60) days, more than five percent (5%) of the
Common Stock outstanding and (ii) all officers and director nominees of the
Company as a group. The shares of Common Stock beneficially owned by each
director nominee are shown in the table beginning on page 4 of this Proxy
Statement. All share amounts have been adjusted to reflect the results of a
reverse stock split effective March 4, 1998.
Amount of
Common
Name and Address of Stock Beneficially Percent of
Beneficial Owner Owned Class
- ---------------- ------------------ ----------
Glen F. Ceiley ........................... 471,323 (1) 19.9%
Bisco Industries, Inc.
704 W. Southern Avenue
Orange, CA 92865
Heartland Advisors, Inc. ................. 180,000 (2) 7.6%
790 N. Milwaukee Street
Milwaukee, WI 53202
Cerberus Partners, L.P. .................. 140,000 (3) 5.6%
950 Third Ave., 20th Floor
New York, New York 10022
All Officers and Director ................ 557,680 (4) 23.1%
Nominees as a Group (7 Persons)
- ----------
(1) Based on information set forth in Amendment No. 9 to Schedule 13D filed with
the Securities and Exchange Commission (the "Commission") on March 9, 1998,
Bisco Industries, Inc. ("Bisco") owns 344,031 shares; Glen F. Ceiley, President
and a director of Bisco, owns 22,494 shares, individually; the Bisco Industries
Profit Sharing and Savings Plan (the "Bisco Plan") owns 104,798 shares. Mr.
Ceiley has the sole power to vote and dispose of the shares of Common Stock he
owns individually and the power to vote and to dispose of the shares owned by
Bisco and the Bisco Plan.
Pursuant to a Standstill and Settlement Agreement between Bisco and its
affiliates and the Company (the "Standstill Agreement"), Bisco and its
affiliates agreed, among other things, to vote all shares beneficially owned by
such parties for the slate of director nominees recommended in this Proxy
Statement by the Company's Board of Directors. This Standstill Agreement expires
on February 24, 1999.
(2) Based on information contained in a Schedule 13G filed with the Commission
as of February 6, 1998, Heartland Advisors, Inc. claimed sole voting and
dispositive power with respect to all 180,000 shares of the Common Stock.
(3) Represents shares of Common Stock issuable upon the exercise of certain
stock purchase warrants issued October 1, 1988 and March 14, 1995, pursuant to
which the holders thereof have the right to purchase an aggregate of up to
140,000 shares for $2.00 per share. None of such shares are outstanding.
(4) Includes an aggregate 50,700 of shares of Common Stock which certain of the
Company's executive officers and directors have the right to acquire immediately
or within sixty days (60) upon the exercise of certain options granted pursuant
to the Company's various stock option plans.
2
<PAGE>
Board of Directors and Standing Committees
The business of the Company is under the general management of a Board of
Directors as provided by the Florida Business Corporation Act. In accordance
with the Bylaws of the Company, which empower the Board of Directors to appoint
such committees as it deems necessary and appropriate, the Board of Directors
has appointed an Audit Committee and an Executive Compensation Committee.
The Audit Committee's basic functions are to assist the Board of Directors
in discharging its fiduciary responsibilities to the shareholders and the
investment community in the preservation of the integrity of the financial
information published by the Company, to maintain free and open means of
communication between the Company's directors, independent auditors and
financial management, and to ensure the independence of the independent
auditors. Currently, the members of the Audit Committee are Directors Gray and
Glickstein, each of whom are non-employee Directors, and Director Christman. The
Audit Committee held one meeting during fiscal year 1997. All members of the
Audit Committee attended this meeting.
The Executive Compensation Committee administers the Company's stock option
plans and is responsible for granting stock options to officers and managerial
employees of the Company. It is also responsible for establishing the salary and
annual bonuses paid to the Chief Executive Officer and, in consultation with the
CEO, the salaries of the other executive officers of the Company. The current
members of the Executive Compensation Committee are Directors Glickstein and
Gray, each of whom are non-employee Directors, and Director Christman. The
Executive Compensation Committee held one meeting during fiscal year 1997. All
members of the Committee attended this meeting.
The Board of Directors held 16 meetings during fiscal year 1997. Each of
the directors attended at least 75% of the meetings of the Board of Directors.
The Board of Directors does not have a Nominating Committee.
Compensation Committee Interlocks and Insider Participation
Mr. Christman, the Company's Chief Executive Officer, served as a member of
the Executive Compensation Committee in 1997. He does not participate in any
discussions or decisions regarding his own compensation.
Director Glickstein is a partner with the law firm of Glickstein &
Glickstein, P.A. which has been retained by the Company in fiscal year 1997 and
may be retained to provide legal advice to the Company from time to time in the
future.
Director Compensation
Five of the seven director nominees are not employees of the Company. In
order to attract and retain highly qualified independent directors through an
investment interest in the Company's future success, the Company enacted in l985
a non-qualified Stock Option Plan for Non-Employee Directors (the "Director's
Plan").
Each director eligible under the Director's Plan annually receives an
option to purchase 1,800 shares of Common Stock. Typically options are granted
on the first business day of each calendar year, at an option exercise price per
share equivalent to a price such that the aggregate fair market value on the
date of grant for all shares subject to the options exceeds the aggregate option
exercise price by the amount of $l0,000. Options granted under the Director's
Plan are immediately exercisable and expire five years from the date of grant.
On January 2, 1998 options were granted to Directors Gray and Glickstein
for the purchase of 1,800 shares each at a purchase price of $.05 per share.
Since the price of the stock was $2.969 on January 2, 1998, the Company granted
an additional 1,626 shares to each eligible director at a purchase price of $.05
per share so that the market value of all options granted in 1998 exceeded the
option exercise price by $10,000.
3
<PAGE>
Directors who are full-time employees of the Company receive $100 for each
Board of Directors meeting attended. Directors who are not employees of the
Company receive a fee of $500 for each Board of Directors meeting attended. No
fees are awarded directors for attendance at meetings of the Audit or Executive
Compensation Committees of the Board of Directors.
Certain Relationships and Related Transactions
Pursuant to the Standstill Agreement, on February 27, 1998, the Company
sold 141,340 shares of the Common Stock to Bisco at a purchase price of $2.16,
which was the average closing price of the Common Stock for the ten trading days
immediately preceding the date of the sale. The total price paid by Bisco to the
Company was $305,312. Director Ceiley is the President of Bisco.
Mr. Howard was a shareholder with the law firm of Mahoney Adams & Criser,
P.A., which was retained by the Company to provide legal advice during 1997.
Since January 1, 1998, the Company has retained and may continue to retain Mr.
Howard's legal services through G. Alan Howard, P.A. and Milam, Otero, Larsen,
Dawson & Traylor, P.A.
Matters to be Acted Upon
Proposal 1: Election of Directors
The Board of Directors recommends that the shareholders vote for the
election of the seven (7) nominees listed below to serve as directors for the
terms outlined below and until their successors are elected and qualified. Mr.
Christman was appointed in February 1993 and elected by the shareholders at the
1993 annual meeting. Messrs. Gray and Glickstein were appointed in June 1994 and
elected by the shareholders in August 1994. Mr. Alexander was appointed to the
Board in July 1996 and elected by the shareholders in July 1997. Mr. Ceiley and
Mr. Conzen were appointed to the Board in February 1998, pursuant to the
Standstill Agreement between the Company and Bisco and its affiliates. Should
any one or more of the nominees become unavailable to accept nomination or
election as a director, the enclosed proxy will be voted for such other person
or persons as the Board of Directors may recommend, unless the Board reduces the
number of directors.
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned Percent
as of of
Name Business Experience and Age April 8, 1998 (1) Class(2)
- ----- ------------------------- ------------------ --------
<S> <C> <C> <C>
Lewis E. Christman, Jr. President & CEO of the Company since April 1994. 32,282 1.35%
Purchasing consultant to the Company from
January 1994 to March 1994. Partner, East Coast
Marketing since 1990; Chairman of the Board of Neptune
Marketing Inc. (food broker) from
1979 to 1989. Age 78.
Joseph M. Glickstein, Jr. Partner, Glickstein & Glickstein, law firm since 15,438 .65%
1950. Age 71.
Richard M. Gray Partner, Gray & Kelley, CPAs, since 1973. 15,438 .65%
President & Director of Universal Marion
Corp. since 1973. Age 66.
Edward B. Alexander Vice President of Finance of the Company since 23,200 .85%
December 1996. Secretary/Treasurer of the Company
from November 1990 to December 1996; Controller
of the Company from January 1989 to April
1990. Age 39.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned Percent
as of of
Name Business Experience and Age April 8, 1998 (1) Class(2)
- ----- ------------------------- ------------------ --------
<S> <C> <C> <C>
Glen F. Ceiley (3) President and Chief Executive Officer 471,323 19.9%
of Bisco Industries, Inc., a distributor
of fasteners and electronic components
since 1973. Age 52.
Jay Conzen Principal of Jay Conzen Investments -- --
(investment advisor) since October 1992.
Age 51.
G. Alan Howard Senior Vice President and Senior Counsel -- --
of Homeside Lending since March 1998.
Of Counsel to Milam, Otero, Larsen, Dawson
& Traylor, P.A. since March 1998. Practicing
attorney at Mahoney Adams & Criser, P.A.
from 1993 to 1997. Served as general counsel
to the Company from April 1994 to
February 1998. Age 36.
</TABLE>
- ----------
(1) Included in such beneficial ownership are shares of Common Stock issuable
upon the exercise of certain options exercisable immediately or within sixty
(60) days of April 8, 1998, as follows: Lewis E. Christman, Jr., 30,000 shares;
Edward B. Alexander, 20,700 shares.
(2) The percentages represent the total of the shares listed in the adjacent
column divided by the issued and outstanding shares of Common Stock as of April
8, 1998, plus any stock options or warrants exercisable by such person within 60
days following April 8, 1998.
(3) More detailed information on Mr. Ceiley's beneficial ownership is set forth
in the chart entitled "Security Ownership of Certain Beneficial Owners and
Management" on page 2 of this Proxy Statement.
There are no family relationships between any of the nominees and executive
officers of the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires certain officers of the Company and its directors, and
persons who beneficially own more than ten percent of any registered class of
the Company's equity securities, to file reports of ownership in such securities
and changes in ownership in such securities with the Commission and the Company.
Based solely on a review of the reports and written representations
provided to the Company by the above referenced persons, the Company believes
that during 1997 all filing requirements applicable to its reporting officers,
directors and greater than ten percent beneficial owners were timely satisfied.
5
<PAGE>
Report of the Executive Compensation Committee
The Executive Compensation Committee (the "Committee"), currently
consisting of Directors Christman, Glickstein and Gray, uses the following
objectives as guidelines for its executive compensation decisions: to provide a
compensation package that will attract, motivate and retain qualified
executives; to ensure a compensation mix that focuses executive behavior on the
fulfillment of annual and long-term business objectives; and to create a sense
of ownership in the Company that causes executive decisions to be aligned with
the best interests of the Company's shareholders.
The Company's compensation package in 1997 for its executive officers
consisted of base salary and stock option grants. The Committee (with Mr.
Christman abstaining) determined stock option awards and salary level for the
Company's Chief Executive Officer. The Chief Executive Officer, in consultation
with the Committee, made decisions regarding salary and annual bonuses and
recommendations regarding stock option grants to other executive officers of the
Company.
General Compensation Policies
In general, base salary levels are set at the minimum levels believed by
the Company's Chief Executive Officer to be sufficient to attract and retain
qualified executives when considered with the other components of the Company's
compensation structure.
The Company's Chief Executive Officer adjusts salary levels for executive
officers based on achievement of specific annual performance goals, including
personal, departmental and overall Company goals depending upon each officer's
specific job responsibilities. The Chief Executive Officer also uses his
subjective judgment, based upon such criteria as the executive's knowledge of
and importance to the Company's business, willingness and ability to accomplish
the tasks for which he or she was responsible, professional growth and
potential, the Company's operating earnings and an evaluation of individual
performance, in making salary decisions. Compensation paid to executive officers
in prior years is also taken into account. No particular weighting is applied to
these factors.
Each of the Committee and Chief Executive Officer may determine that the
Company's financial performance and individual achievements merit the payment of
annual bonuses. In recent years, no bonuses have been awarded to any officers of
the Company.
The non-employee members of the Committee determine stock option grants to
the Chief Executive Officer. The Committee determines annual stock option grants
to other executive officers and employees based on recommendations of the Chief
Executive Officer. Stock options are intended to encourage key employees to
remain employed by the Company by providing them with a long term interest in
the Company's overall performance as reflected by the market price of the
Company's Common Stock. In making awards in 1997, the Chief Executive Officer
and the Committee considered, without assigning a particular weighting, the
number of options previously granted to the executive, the executive's salary,
the Company's performance and the need for a long term focus on improving
shareholder value.
The Committee will consider any federal income tax limitations on the
deductibility of executive compensation in reaching compensation decisions and
will seek shareholder approval where such approval will eliminate any
limitations on deductibility.
6
<PAGE>
CEO Compensation
Pursuant to an Employment Agreement entered into by the Company in December
1996, Mr. Christman received an annual salary of $130,000 in 1997. In January
1998, the Committee revised Mr. Christman's Employment Agreement to include a
change in control payment provision and extended the Agreement through January
1999. The Committee believed that the change in control provision was necessary
due to uncertainties created by an ongoing takeover attempt by Bisco which was
subsequently resolved in February 1998 through execution of the Standstill
Agreement with Bisco. The revised Employment Agreement includes a provision
which allows the Company's Board of Directors to eliminate the change in control
payment provision under certain circumstances.
Respectfully Submitted,
Lewis E. Christman, Jr.
Joseph M. Glickstein, Jr.
Richard M. Gray
7
<PAGE>
Executive Pay
The summary compensation table below sets forth a summary of the
compensation earned by the Company's Chief Executive Officer from 1995 to 1997.
No disclosure of compensation paid to other executive officers is required as
the total salary and bonus paid to such executive officers does not exceed the
reporting threshold of $100,000.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation -----------------------------------
------------------------------- Securities
Other Annual Underlying All Other
Name and Principal Position Year Salary($)(1) Compensation(2) Options # (3) Compensation($) (4)
- --------------------------- ---- ----------- --------------- ------------- -------------------
<S> <C> <C> <C> <C> <C>
Lewis E. Christman, Jr. 1997 $130,000 $20,000 -0- $1,625
President & CEO 1996 130,000 -0- -0- 1,625
1995 109,538 20,000 40,000 488
</TABLE>
Explanation of Columns:
(1) Salary: Total base salary paid during the year.
(2) Other Annual Compensation: Specific forms of cash and non-cash compensation
paid, awarded or earned not properly categorized as salary or bonus and
designated as Other Annual Compensation under the rules and regulations of
the Commission. The value of all personal benefits and perquisites received
by Mr. Christman was less than the required reporting threshold, except for
automobile allowances of $20,000 paid to Mr. Christman in 1995 and 1997.
This automobile allowance is paid every other year under the terms of Mr.
Christman's Employment Agreement.
(3) Securities Underlying Options: Number of shares of Common Stock underlying
grants of options made during the year.
(4) All Other Compensation: All other compensation that does not fall under any
of the aforementioned categories. Amounts shown include contributions of
$1,625, $1,625 and $488 to the Company's 401(k) Plan on behalf of Mr.
Christman to match a portion of his deferred contributions in 1997, 1996
and 1995, respectively.
Option Exercises And Year-End Option Value
The following table sets forth information concerning the number and value
of unexercised options to purchase the Company's Common Stock held by Mr.
Christman at fiscal year end.
Aggregated Option Exercises in Last Fiscal
Year, and Year-End Option Value
<TABLE>
<CAPTION>
Number of
Securites Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Options at Fiscal Options at Fiscal
Acquired Year-End (#) Year-End ($)
On Exercise Value ----------------- ------------------
in 1997 Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable (1)
- ------ ----------- --------- ----------------- -----------------
<S> <C> <C> <C> <C>
Lewis E. Christman, Jr. -- -- 30,000/10,000 $29,063/9,688
</TABLE>
- ----------
(1) Market value of underlying securities at year end ($2.97 at December 31,
1997, the last trading day of the Company's fiscal year), minus the
exercise price of $2.00.
8
<PAGE>
Employment Agreements
In January 1998, the Company extended until January 26, 1999 its employment
agreement with Lewis E. Christman, Jr., providing for continued base
compensation of $130,000 per year, in addition to medical, disability and other
benefits in accordance with Company policy, such stock options as may be granted
by the Board of Directors from time to time and a bi-annual automobile
allowance. The agreement further provides that Mr. Christman will be entitled to
receive, in a lump sum, the salary due for the remaining term of the agreement
upon the Company's termination of his employment "without cause" (as defined in
such agreement).
The Employment Agreement also contains a change in control provision
enabling Mr. Christman to resign from the Company upon a Change in Control of
the Company (as defined in the Employment Agreement) and receive termination
payments equal to 2.5 times his annual salary and highest bonus amount, if any,
received during the last three fiscal years as well as a prorated bonus amount
based on such highest bonus earned, if any, in last three fiscal years. This
right to resign and receive termination payments extends for six (6) months
after the Trigger Date (defined as the date on which a Change in Control
occurs). If the CEO does not elect to resign, the Employment Agreement provides
that (a) the Company will continue to employ the CEO for two years after the
Trigger Date, (b) his incentive opportunities and benefits will be the greater
of those (i) in effect immediately prior to the Trigger Date or (ii) provided by
the Company to executives with comparable duties, and (c) his position,
authority and duties will not be adversely affected during the term of his
post-Trigger Date employment.
Comparison of Five-Year Cumulative Total Return
The Commission requires a five-year comparison of stock price performance
of the Company with both a broad equity market index and a published industry
index or peer group. The Company's total return compared with the NASDAQ market
index and the Media General Restaurant Index is shown on the following graph.
The Media General Restaurant Index includes 243 publicly held restaurant
companies.
This graph assumes that $100 was invested on January 1, 1993 and all
dividends were reinvested in the Company's Common Stock and the other indices.
Each of the indexes is weighted on a market capitalization basis at the time of
each reported data point.
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.}
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
1992 1993 1994 1995 1996 1997
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Family Steak houses of Florida 100.00 94.11 52.95 147.05 117.64 111.76
- -------------------------------------------------------------------------------------------------------------------------
Industry index 100.00 109.27 98.38 134.44 135.93 141.80
- -------------------------------------------------------------------------------------------------------------------------
NASDAQ Market 100.00 119.95 125.94 163.35 202.99 248.30
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
Independent Certified Public Accountants
The Audit Committee has not yet recommended to the Board of Directors an
accounting firm to be engaged as independent auditor for the Company for 1998.
The firm of Deloitte & Touche, LLP, served as the independent accountants for
the Company for the fiscal year ending December 31, 1997. That firm has served
as the auditor for the Company since 1991. Representatives of Deloitte & Touche
are expected to be present at the annual meeting of shareholders to respond to
appropriate questions.
Proposal 2: Other Matters
The Board of Directors is not aware of any other matters to come before the
meeting. If any other business should come before the meeting, the persons named
on the enclosed proxy will have discretionary authority to vote such proxy in
accordance with their best judgment.
Shareholder Proposals
Proposals of shareholders to be presented at the 1999 Annual Meeting of
Shareholders must be received by the Company (addressed to the attention of the
Secretary) not later than January 9, 1999 to be considered for inclusion in the
Company's proxy materials relating to that meeting. To be submitted at the
meeting, any such proposal must be a proper subject for shareholder action under
the laws of the State of Florida, and must otherwise conform to applicable
regulations of the Commission. Excluding shareholder proposals to be included in
the Company's proxy materials, a shareholder is required to comply with the
Company's Bylaws with respect to any proposal to be brought before an annual
meeting. The Bylaws generally require that each written proposal be delivered to
or mailed and received by the Secretary of the Company at its principal
executive office not less than sixty (60) days nor more than ninety (90) days
prior to the anniversary date of the prior year's annual meeting, among other
conditions. The notice must include certain additional information as specified
in the Bylaws.
Solicitation of Proxies
This proxy is solicited by the Board of Directors of the Company. The cost
of soliciting proxies will be borne by the Company. Following the original
mailing of the proxy solicitation material, regular employees of the Company may
solicit proxies by mail, telephone, facsimile and other electronic means. The
Company may request brokerage houses and other nominees or fiduciaries to
forward copies of its proxy material and Annual Report to beneficial owners of
stock held in their names, and the Company will reimburse them for reasonable
out-of-pocket expenses incurred with respect to such action.
By Order of the Board of Directors
Lewis E. Christman, Jr.
President and CEO
Date: May 8, 1998
10
<PAGE>
- --------------------------------------------------------------------------------
FAMILY STEAK HOUSES OF FLORIDA, INC.
2113 Florida Boulevard, Neptune Beach, Florida 32266
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints William A. Garrett, and Patrick Fekula (the
"Proxy Agents"), and each of them individually, the attorneys, agents, and
proxies of the undersigned with full power of substitution, to vote all of the
shares of stock of Family Steak Houses of Florida, Inc. (the "Company"), owned
by the undersigned on April 26, 1998, at the 1998 Annual Meeting of Shareholders
of the Company, to be held at 10:00 a.m. on June 26, 1998 and any adjournment
thereof, with all powers that the undersigned would possess if personally
present, pursuant to the following directions:
(Continued and to be signed on the reverse side)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN Please mark
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF your votes as |X|
NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED indicated in
FOR PROPOSALS 1 AND 2. this example
1. ELECTION OF DIRECTORS
FOR all nominees WITHHOLD
listed (except as AUTHORITY
marked to the to vote for all
contrary below) nominees listed below
|_| |_|
Edward B. Alexander, Glen F. Ceiley, Lewis E. Christman, Jr., Jay Conzen, Joseph
M. Glickstein, Jr., Richard M. Gray and G. Alan Howard
(To withhold authority to vote for any individual nominee, strike out that
nominee's name.)
2. OTHER MATTERS
FOR Proxy Agents to vote in their discretion as to such other matters as may
properly come before the meeting.
WITHHOLD AUTHORITY for proxy holders to vote in their discretion as to such
other matters as may properly come before the meeting.
FOR WITHHOLD AUTHORITY
|_| |_|
---------------------------------
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR PROPOSALS 1 AND 2
---------------------------------
The undersigned hereby revokes any proxy heretofore given with respect to said
stock and acknowledges receipt of the Notice of Annual Meeting and Proxy
Statement dated May 8, 1998.
- --------------------------------------------------------------------------------
Signature(s)
- --------------------------------------------------------------------------------
Signature(s)
- --------------------------------------------------------------------------------
Title or Capacity
DATED: , 1998
-------------------------------------------------------------------
IMPORTANT: Please date this proxy and sign exactly as your name or names
appear(s) hereon. If the shares are held jointly, signatures should include both
names. Personal representatives, executors, guardians and others signing in a
representative capacity should give full title. PLEASE RETURN PROMPTLY IN THE
ACCOMPANYING ENVELOPE.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
