<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
SCHEDULE 13D (AMENDMENT NO. 8)
Under the Securities Exchange Act of 1934
Family Steak Houses of Florida, Inc..
------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
------------------------------------
(Title of Class of Securities)
CUSIP Number: 307059105
Glen F. Ceiley
Bisco Industries, Inc.
704 W. Southern Ave.
Orange, CA 92865
(714) 283-7140
------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 30, 1998
------------------------------------
(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
<PAGE>
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 112,470 shares of Common Stock
Owned By
Each 8. Shared Voting Power
Reporting
Person 1,515,945 shares of Common Stock (See Item 5)
With
9. Sole Dispositive Power
112,470 shares of Common Stock
10. Shared Dispositive Power
1,515,945 shares of Common Stock (See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,628,415 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)
14.7%
14. Type of Reporting Person
IN
Page 2 of 11 Pages
<PAGE>
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 991,955 shares of Common Stock (See Item 5)
Owned By
Each
Reporting 8. Shared Voting Power
Person
With 0
9. Sole Dispositive Power
991,955 shares of Common Stock (See Item 5)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
991,955 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)
9.0%
14. Type of Reporting Person
CO
Page 3 of 11 Pages
<PAGE>
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 523,990 shares of Common Stock (See Item 5)
Owned By
Each
Reporting 8. Shared Voting Power
Person
With 0
9. Sole Dispositive Power
523,990 shares of Common Stock (See Item 5)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
523,990 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
<PAGE>
Item 1. Security and Issuer
-------------------
This Amendment No. 8 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 112,470 Shares for a total consideration
of $75,042.36 from his personal funds. Bisco purchased 991,955 shares for a
total consideration of $718,208.61. 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 523,990 shares for a
total consideration of $297,902.64 using funds held in the Plan for investment
purposes.
Page 5 of 11 Pages
<PAGE>
Item 4. Purpose of Transaction
----------------------
The Reporting Persons have continued to acquire Shares to increase their
equity position in the Issuer. The Reporting Persons presently consider the
Shares an attractive investment and intend to review their investment on an
ongoing basis. Such continuing review may result in the Reporting Persons
acquiring additional Shares in the open market or in privately negotiated
transactions, maintaining their holdings at current levels or selling all or a
portion of their holdings in the open market or in privately negotiated
transactions. Any such actions the Reporting Persons undertake will be dependent
upon, among other things, the availability of Shares for purchase and the price
levels of such Shares; general market and economic conditions; on-going
evaluation of the Issuer's business, financial condition, operations and
prospects; the relative attractiveness of alternative business and investment
opportunities; the availability of funds for the purchase of additional Shares;
the actions of the management and Board of Directors of the Issuer; and other
future developments.
The Reporting Persons have made several efforts to acquire a more
significant equity stake and to influence the management and direction of the
Issuer, with a view toward proposing to the Issuer's Board of Directors
strategic alternatives to improve the Issuer's performance and enhance
shareholder value. Such efforts have included a tender offer for up to 2,600,000
Shares for $0.90 net per Share in cash (the "Offer"), which was commenced by
Bisco on March 6, 1997. In response to the Offer, the Board of Directors of the
Issuer took several actions including, among other things, adopting a "poison
pill" and other anti-takeover measures. On April 30, 1997, Bisco commenced a
solicitation of written consents from the holders of the Shares to take the
certain actions that would facilitate the completion of the Offer. Bisco
received written consents from the holders of approximately 45% of the
outstanding Shares. However, because Florida law requires that action taken by
written consent be approved by a majority of the outstanding Shares, Bisco's
proposals were not adopted pursuant to the consent solicitation. Because the
actions taken by the Issuer's Board of Directors made it impracticable for Bisco
to complete the Offer, on September 26, 1997, Bisco terminated and withdrew the
Offer.
Since the withdrawal of the Offer, the Reporting Persons have attempted on
several occasions to require the Issuer to call a special meeting of its
shareholders to consider various proposals. Most recently, on January 7, 1998,
the Reporting Persons delivered to the Issuer a written demand to convene a
special meeting of its shareholders for the purposes of: (1) amending the
Issuer's bylaws to provide that the Control Share Act shall not apply to control
share acquisitions of the Shares, (2) removing three nonemployee members of the
Issuer's Board of Directors (Joseph M. Glickstein, Jr., Richard M. Gray and
Robert J. Martin), and (3) electing three nominees of Bisco as directors of the
Issuer. The Issuer has refused to call such special meeting, and the Reporting
Persons presently are considering what actions, if any, they may take to submit
such proposals to the Issuer's shareholders for their consideration.
The Issuer's Board of Directors has called a special meeting of
shareholders to be held on February 24, 1998 for the limited purpose of amending
the Issuer's Articles of Incorporation to effect a one-for-five reverse stock
split of the Shares. On February 3, 1998, Bisco filed with the Securities and
Exchange proxy materials for the purpose of soliciting proxies in opposition to
the Issuer's Board of Directors to be used at the February 24, 1998 special
meeting.
The Reporting Persons have no present intention to seek to acquire the
entire equity interest in the Issuer or to consummate a merger or other business
combination transaction between the Issuer and the Reporting Persons or any of
their affiliates. However, depending upon their ability to increase their
ownership of Shares and their continuing assessment of the factors enumerated
above (including the Issuer's financial condition, market conditions and the
actions of the management and Board of Directors of the Issuer), the Reporting
Persons may seek to propose an acquisition of all or part of the Issuer or
another extraordinary corporate transaction involving the Issuer or the sale of
a material amount of assets of the Issuer, or solicit proxies or consents for
the election of one or more of their representatives as directors of the Issuer
(including at the special meeting the Reporting Persons have requested the
Issuer to convene). As part of their ongoing review, the Reporting Persons may
have discussions with third parties, including other shareholders, or with
management of the Issuer regarding any or all of the foregoing matters. There
can be no assurance that the Reporting Persons (or any of their affiliates) will
take any of the actions described above with respect to the Shares or the
Issuer.
Although the foregoing reflects activities presently contemplated by the
Reporting Persons with respect to the Issuer, the foregoing is subject to change
at any time. 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
<PAGE>
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 of the Schedule is amended as follows:
(a) As of the close of business on January 30, 1998, the Reporting
Persons owned in the aggregate, 1,628,415 Shares, which represent approximately
14.7% of the 11,081,000 Shares outstanding as of November 7, 1997 as reported in
the Issuer's Quarterly Report on Form 10-Q for the quarter ended October 1,
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 January 30, 1998, Mr. Ceiley
beneficially owned an aggregate of 1,628,415 Shares, of which 112,470 Shares
were owned by Mr. Ceiley individually, 991,955 Shares were owned by Bisco, of
which Mr. Ceiley is the sole stockholder and President, and 523,990 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 December 31, 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
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
Not Applicable
Item 7. Material to be Filed as Exhibits
--------------------------------
Not Applicable
Page 7 of 11 Pages
<PAGE>
SIGNATURE
---------
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: February 9, 1998
Glen F. Ceiley
--------------------------
Name: Glen F. Ceiley
Page 8 of 11 pages
<PAGE>
SIGNATURE
---------
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: February 9, 1998
Bisco Industries, Inc.
Glen F. Ceiley
---------------------------------
Name: Glen F. Ceiley
Title: President
Page 9 of 11 pages
<PAGE>
SIGNATURE
---------
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: February 9, 1998
Bisco Industries, Inc.
Profit Sharing And Savings Plan
Glen F. Ceiley
_______________________________
Name: Glen F. Ceiley
Title: Trustee
Page 10 of 11 Pages
<PAGE>
SCHEDULE 1
The Reporting Persons have engaged in the following transactions in Shares since
December 31, 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>
1-5-98 7,500 $.625 Bisco
1-7-98 7,300 .625 Bisco
1-8-98 5,500 .625 Bisco
1-12-98 6,054 .625 Bisco
1-15-98 4,354 .609375 Bisco
1-15-98 6,146 .625 Bisco
1-16-98 3,100 .609325 Bisco
1-21-98 6,950 .625 Bisco
1-21-98 2,000 .59375 Bisco
1-21-98 1,750 .609375 Bisco
1-22-98 10,000 .609375 Bisco
1-22-98 12,000 .59375 Bisco
1-23-98 4,000 .5625 Mr. Ceiley
1-23-98 5,000 .5625 Bisco
1-23-98 9,000 .578125 Bisco
1-23-98 3,000 .5625 Bisco
1-26-98 1,000 .546875 Plan
1-27-98 10,000 .53125 Bisco
1-27-98 3,000 .53125 Plan
1-29-98 200 .515625 Bisco
1-30-98 6,440 .515625 Bisco
1-30-98 10,000 .50 Bisco
</TABLE>
* Excluding commissions
Page 11 of 11 pages
