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 [ ]
Filed by a party other than the registrant [x]
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, For Use of the Com-mission only (as permitted by
Rule 14a-6(e)(2))
FAMILY STEAK HOUSES OF FLORIDA, INC.
(Name of Registrant as Specified in Its Charter)
BISCO INDUSTRIES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules
14a-6(i)(4) 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:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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 statement no.:
(3) Filing party:
(4) Date Filed:
PROXY STATEMENT
IN OPPOSITION TO THE BOARD OF DIRECTORS
OF
BISCO INDUSTRIES, INC.
_________________________
Special Meeting of Shareholders
Scheduled to be held on February 24, 1998
This Proxy Statement (the "Proxy Statement") and the
accompanying form of proxy are furnished by Bisco Industries, Inc.,
an Illinois corporation ("Bisco"), in connection with the
solicitation by Bisco from the holders of shares of common stock,
par value $.01 per share (the "Common Stock"), of Family Steak
Houses of Florida, Inc., a Florida corporation (the "Company"), of
proxies to be used at the Special Meeting of Shareholders of the
Company scheduled to be held at the Sea Turtle Inn, One Ocean
Boulevard, Atlantic Beach, Florida 32233, on Tuesday, February 24,
1998 at 11:00 a.m., and at any and all adjournments, postponements,
reschedulings or continuations, or any other meeting of
shareholders held in lieu thereof (the "Special Meeting").
The Company's Board of Directors has called the Special
Meeting for the limited purpose of amending the Company's Articles
of Incorporation to effect a one-for-five reverse stock split of
the Company's common stock.
THIS SOLICITATION IS BEING MADE BY BISCO INDUSTRIES, INC., AND
NOT ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS.
According to the Company's Proxy Statement dated December 24,
1997 (the "Company Proxy Statement"), the Board of Directors of the
Company has fixed the close of business on December 26, 1997 as the
record date for determining shareholders entitled to vote at this
special meeting. Only shareholders of record at the close of
business on that date are entitled to vote at the Special Meeting.
This Proxy Statement and the accompanying GOLD form of proxy
are first being furnished to shareholders of the Company on or
about February 10, 1998.
If your shares of Common Stock are held in the name of a
brokerage firm, bank, nominee or other institution, only that
entity can execute a proxy. Accordingly, please contact the person
responsible for your account and give instructions for a proxy to
be signed representing your shares. Bisco urges you to confirm in
writing your instructions to the person responsible for your
account and to provide a copy of those instructions to Bisco, so
that Bisco will be aware of all instructions given and can attempt
to ensure that such instructions are followed.
QUESTIONS CONCERNING THIS PROXY STATEMENT OR THE ACCOMPANYING GOLD
PROXY CARD SHOULD BE DIRECTED TO GLEN F. CEILY, PRESIDENT, BISCO
INDUSTRIES, INC., AT 704 W. SOUTHERN AVENUE, ORANGE, CALIFORNIA
92665, TELEPHONE NUMBER (714) 283-7140.
February 10, 1998
THE PROPOSED REVERSE SPLIT
THE COMPANY'S PROPOSAL
At the Special Meeting, the Board of Directors of the Company
is proposing to amend the Company's Articles of Incorporation to
effect a one-for-five reverse stock split of the Company's issued
and outstanding Common Stock (the "Reverse Split"). Subject to
shareholder approval, the Board of Directors has approved an
amendment to the Company's Articles of Incorporation which would
restate Article IV of the Articles of Incorporation and result in
one post-split share of Common Stock ("Post-Split Shares of Common
Stock") being issued in exchange for every five shares of Common
Stock issued and outstanding on the effective date of the Reverse
Split ("Pre-Split Shares of Common Stock"). According to the
Company Proxy Statement, fractional shares will be settled by
rounding up to the next whole share.
The following is the full text of the Amendment to Company's
Articles of Incorporation proposed by the Company's Board of
Directors, which is set forth in Appendix A to the Company Proxy
Statement:
A. Common Stock. Four Million
(4,000,000) shares of Common Stock having a
par value of one cent ($.01) per share. The
whole or any part of the Common Stock of this
corporation shall be payable in lawful money
of the United States of America, or in
property, labor or services at a just
valuation to be fixed by the Board of
Directors.
According to the Company Proxy Statement, the Reverse Split
would have the following effects:
(a) based upon the 11,081,000 shares of Common Stock
outstanding as of December 26, 1997, the
outstanding shares of Common Stock would decrease
by approximately 80%, and approximately 2,216,200
Post-Split Shares of Common Stock would be
outstanding. The Reverse Split will not affect the
par value of the authorized Common Stock. The
number of authorized shares of Common Stock will be
reduced by 80% to 4,000,000 shares The terms of
the Post-Split Shares of Common Stock will be the
same as the terms of the Pre-Split Shares of Common
Stock, and subject to the provisions for the
settlement of fractional shares, consummation of
the Reverse Split will not result in a change in
the relative equity interest in the Company or the
voting power or the rights, preferences or
privileges of the holders of Common Stock.
(b) the aggregate number of shares of Common Stock
reserved for issuance upon exercise of outstanding
warrants and options would decrease from
approximately 1,425,947 shares to approximately
285,189. Each outstanding option or warrant will
automatically become an option or warrant, as the
case may be, to purchase 20% of the number of
shares subject to the option or warrant immediately
prior to the Reverse Split at an exercise price
which is five times the exercise price of the
option or warrant immediately prior to the Reverse
Split. In addition, the shares available for
issuance under the Company's Incentive Stock Option
Plan and Director Stock Option Plan will be reduced
by approximately 80% to reflect the Reverse Split,
and the other relevant terms and provisions of the
Company's stock option plans will be appropriately
adjusted to reflect the Reverse Split.
(c) the Reverse Split will not affect the number or par
value of the authorized shares of the Company's
preferred stock, which will remain at 10,000,000
shares of Preferred stock, $0.01 par value per
share.
(d) Under the Rights Agreement dated as of March 18,
1997 (the "Rights Agreement") between the Company
and ChaseMellon Shareholder Services, LLC, as
rights agent (the "Rights Agent"), each share of
Common Stock also evidences a Right (as defined in
the Rights Agreement) until the occurrence of
certain events as specified in the Rights
Agreement. If the shareholders approve the
Amendment and the Reverse Split occurs, the Rights
Agreement provides that the Rights associated with
each share of Common Stock will be proportionally
adjusted so that each share of Common Stock will
then evidence five Rights under the Rights
Agreement.
The Reverse Split will become effective on the date of filing
Articles of Amendment to the Articles of Incorporation of the
Company (the "Amendment") with the Secretary of State of Florida,
Division of Corporations. The Company Proxy Statement states that
"[I]f the Amendment is approved and management determines to
proceed with the Reverse Split, management will use its discretion
to determine when to file the Amendment." The Company Proxy
Statement also states that "[m]anagement expects to file the
Amendment immediately following the Special Meeting, provided the
Amendment is approved by the shareholders." The proposed Amendment
does not create dissenters' rights under the Florida Business
Corporation Act.
FOR FURTHER INFORMATION CONCERNING THE REVERSE SPLIT,
INCLUDING THE POSSIBLE EFFECTS OF THE REVERSE SPLIT, SHAREHOLDERS
ARE ENCOURAGED TO READ THE COMPANY'S PROXY STATEMENT DATED DECEMBER
24, 1997 RELATING TO THE SPECIAL MEETING.
BISCO'S REASONS FOR VOTING AGAINST THE REVERSE SPLIT
Bisco is soliciting proxies against the proposed Amendment
because it believes that the proposed 1-for-5 Reverse Split is not
in the best interests of the Company and its shareholders.
According to the Company Proxy Statement, management is
proposing the Reverse Split to prevent the Common Stock from being
delisted from the Nasdaq National Market. Under new requirements
that become effective on February 23, 1998, the Common Stock must
maintain a minimum $1 bid price to be eligible for continued
quotation on the Nasdaq National Market. According to the Company
Proxy Statement, on December 22, 1997, the closing bid price of the
Pre-Split Shares of Common Stock was $0.625. The Reverse Split
would decrease the number of shares of Common Stock outstanding and
presumably increase the per share market price for the Post-Split
Shares of Common Stock.
According to the Company Proxy Statement, in that event the
Common Stock is delisted from the Nasdaq National Market, "the
liquidity of the Common Stock could be impaired, through delays in
the timing of transactions, reduction in the news media's coverage
of the Company, lack of investment analyst interest in covering the
Company, applicability of certain sales practice requirements on
brokers-dealers, and the price of Common Stock may be lower than
might otherwise be obtained." According to the Company Proxy
Statement, the Board also is seeking to effect the Reverse Split to
"stimulate interest in the Common Stock, promote greater liquidity
for the Company's shareholders and result in a price level for the
Post-Split Shares of Common Stock that will better assure that the
Company will maintain its NASDAQ/NMS listing," as well as to
"mitigate the present reluctance, policies and practices of
brokerage firms [from dealing in lower-priced securities] and
diminish the adverse impact of trading commissions, on the
potential market for the Common Stock."
In the Company Proxy Statement, management notes that "there
is no assurance that the Reverse Split will achieve the desired
results, that the price per Post-Split Share of Common Stock will
increase proportionately with the decrease in the number of shares,
or that any price increase can be sustained for a prolonged period
of time." Managment also notes in the Company Proxy Statement that
a possible risk of the Reverse Split, is that "the liquidity of the
Post-Split Shares of Common Stock may be adversely affected by the
reduced number of shares outstanding if the proposed Reverse Split
is effected."
Bisco believes that the liquidity of market for the Common
Stock will be adversely affected by the Reverse Split. The Common
Stock trades at relatively low volumes. If, as estimated in the
Company Proxy Statement, there would be approximately 2.2 million
Post-Split Shares of Common Stock outstanding after the Reverse
Split, approximately 1.7 million of which would be held by persons
who are not officers, directors or 5% or greater shareholders. See
"Security Ownership of Certain Beneficial Owners." Bisco believes
that the reduced number of Post-Split Shares of Common Stock held
by these persons is likely to result in a low trading volume for
the Common Stock, which may in turn adversely affect the trading
prices for the Common Stock.
Bisco believes that it would be in the best in interests of
the Company and its shareholders to effect a reverse stock split
with a lower exchange ratio and has urged management to adopt a 1-
for-2 or 1-for-2.5 reverse stock split in lieu of the 1-for-5
Reverse Split. Bisco informed management on several occasions that
it would support a reverse stock split, but not at a 1-for-5 ratio.
RECOMMENDATION OF BISCO
Although Bisco believes that it is in the best interest of the
Company and its shareholders for the Common Stock to continue to be
listed for trading on the NASDAQ National Market, Bisco believes
that the Company can maintain such listing by effecting a reverse
stock split at a lower ratio. Accordingly, Bisco recommends that
the Company's shareholders vote AGAINST the Reverse Split and the
related Amendment. Proxies solicited by Bisco will be voted
AGAINST approval of the Reverse Split and the related Amendment
unless shareholders specify to the contrary in their proxies or
specifically abstain from voting on this matter.
BISCO DOES NOT SUPPORT MANAGEMENT'S PROPOSED ONE-FOR-FIVE
REVERSE SPLIT AND URGES YOU TO EXECUTE A GOLD CONSENT FORM AND VOTE
AGAINST THE REVERSE SPLIT AND THE RELATED AMENDMENT.
THE SPECIAL MEETING
RECORD DATE AND VOTING RIGHTS
According to the Company Proxy Statement, the Board of
Directors of the Company has fixed the close of business on
December 26, 1997 as the record date for determining shareholders
entitled to vote at this special meeting. Only shareholders of
record at the close of business on that date are entitled to vote
at the Special Meeting.
According to the Company Proxy Statement, as of December 26,
1997 there were 11,081,000 shares of Common Stock outstanding.
Each share of Common Stock entitles its record holder to one vote
on each matter submitted to a vote at the Special Meeting. The
Common Stock does not have cumulative voting rights.
QUORUM AND VOTING AT THE SPECIAL MEETING
The attendance, in person or by proxy, of the holders of a
majority of the outstanding shares of Common Stock is necessary to
constitute a quorum at the Special Meeting. If a quorum exists at
the Special Meeting, the Amendment will be approved if a majority
of the outstanding shares of Common Stock vote in favor of the
Amendment. Under Florida law, abstentions and shares referred to
as "broker or nominee non-votes" (i.e., shares held by brokers or
nominees as to which instructions have not been received from the
beneficial owners or persons entitled to vote and the broker or
nominee does not have discretionary authority to vote on a
particular matter) are treated as shares of Common Stock that are
present and entitled to vote for purposes of determining the
presence of a quorum. For purposes of determining the outcome of
any matter as to which the proxies reflect abstentions or broker or
nominee non-votes, shares of the Common Stock represented by such
proxies are treated as not present and not entitled to vote on that
subject matter and therefore will not be considered when counting
votes cast on the matter (even though those shares are considered
entitled to vote for quorum purposes and may be entitled to vote on
other matters.) If less than a majority of the outstanding shares
are represented at the Special Meeting, a majority of the shares so
represented may adjourn the Special Meeting from time to time
without further notice.
REVOCATION OF PROXIES
The giving of a proxy does not preclude the right to vote in
person at the Special Meeting should any shareholder giving the
proxy so desire. Shareholders may revoke their proxy at any time
prior to the exercise thereof, either in person at the Special
Meeting or by filing with the Secretary of the Company at the
Company's principal executive office a written revocation or duly
executed proxy bearing a later date; however, no such revocation
will be effective until written notice of the revocation is
received by the Company at or prior to the Special Meeting. The
delivery by a shareholder of a GOLD proxy in the form accompanying
this Proxy Statement will constitute a revocation of any earlier
proxy given to the Company.
The GOLD proxy accompanying this Proxy Statement may be
delivered either to Bisco, at 704 W. Southern Avenue, Orange,
California 92665, telephone number (714) 283-7140, or to the
Company at its principal executive offices, 2113 Florida Boulevard,
Suite A, Neptune Beach, Florida 32266, telephone number (904) 249-
4197. Although a revocation or subsequently dated GOLD proxy
delivered only to the Company will be effective, Bisco requests
that if a revocation or GOLD proxy is delivered to the Company, a
photostatic copy of the revocation or GOLD proxy also be delivered
to Bisco, so that Bisco can more accurately determine whether the
Amendment has received the approval of a majority of the shares of
Common Stock outstanding on the Record Date.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The table below presents certain information regarding
beneficial ownership of the Common Stock (the Company's only voting
security) as of December 18, 1997, by each shareholder known to
Bisco to own, or have the right to acquire within sixty (60) days,
more than five percent (5%) of the outstanding Common Stock.
Except for the information concerning Bisco, such information has
been derived from the Company Proxy Statement.
[CAPTION]
<TABLE>
<S> <C> <C>
Name and Address Number of Percentage of
Beneficial Owner Shares Owned Common Stock(1)
Glen F. Ceiley (2) 1,504,121 13.6%
c/o Bisco Industries, Inc.
704 W. Southern Avenue
Orange, California 92665
Heartland Advisors, Inc. (3) 900,000 8.1%
709 North Milwaukee Street
Milwaukee, WI 53202
Cerberus Partners, L.P. 700,000 6.0%
950 Third Ave., 20th Floor
New York, New York 10022
All officers and directors 559,391 4.9%
as a group (6 persons) (4)
</TABLE>
_______________
(1) Assumes that 11,081,000 shares of Common Stock are
outstanding.
(2) As of December 31, 1997. As of the close of business on
December 31, 1997, Mr. Ceiley beneficially owned an aggregate
of 1,504,121 shares of Common Stock, of which 108,470 shares
were owned by Mr. Ceiley individually, 875,661 shares were
owned by Bisco, of which Mr. Ceiley is the sole stockholder
and President, and 519,990 shares were held by Mr. Ceiley as
sole Trustee of the Bisco Industries, Inc. Profit Sharing and
Savings Plan. Does not include 15,000 shares of Common Stock
owned by Stephen Catanzaro, an executive officer of Bisco.
(3) Heartland Advisors, Inc., a registered investment adviser,
has reported in a Schedule 13G dated February 12, 1997 and
filed with the Commission that it has sole voting and
dispositive power with respect to all such Shares.
(4) According to the Company Proxy Statement, the officers and
directors collectively own only 196,641 of the shares of
Common Stock reported as being beneficially owned by them
(representing approximately 1.8% of the outstanding Common
Stock). The balance of the shares of Common Stock reported
as being beneficially owned by the directors and executive
officers are shares subject to options exercisable within 60
days after December 18, 1997.
OTHER MATTERS
SOLICITATIONS OF PROXIES
Bisco will solicit proxies by mail, telephone or telecopier
and in person. Solicitations may be made by the directors,
officers and other employees of Bisco, none of whom will receive
additional compensation for such solicitations. Bisco will request
banks, brokerage houses and other custodians, nominees and
fiduciaries to forward all of its solicitation materials to the
beneficial owners of the shares of Common Stock they hold of
record. Bisco will reimburse these record holders for customary
clerical and mailing expenses incurred by them in forwarding these
materials to their customers.
Bisco will bear the entire expense of soliciting proxies
pursuant to this Proxy Statement. Costs incidental to the
solicitation of proxies will include printing, postage, legal and
related expenses and are expected to be approximately $10,000.
OTHER BUSINESS
Pursuant to Section 607.0702, Florida Statutes, no business
other than that described in the Company Proxy Statement may be
brought before the Special Meeting. If any other business should
come before the Special Meeting, the persons named in the enclosed
GOLD proxy will have discretionary authority to vote such proxy in
accordance with their best judgment.
IMPORTANT
If your shares of Common Stock are held in the name of a
brokerage firm, bank, nominee or other institution, only it can
sign a proxy with respect to your shares. Accordingly, please
contact the person responsible for your account and give
instructions for a GOLD proxy card to be signed representing your
shares.
February 10, 1998
[FORM OF PROXY CARD]
PROXY
SPECIAL MEETING OF SHAREHOLDERS OF FAMILY STEAK HOUSES OF
FLORIDA, INC.
THIS PROXY IS SOLICITED BY BISCO INDUSTRIES, INC.
The undersigned shareholder of Family Steak Houses of
Florida, Inc., a Florida corporation (the "Company"), hereby
appoints Glen F. Ceiley and Stephen Catanzaro, and each of them,
acting alone, as proxies for the undersigned, each with full power
of substitution, and hereby authorizes them to represent and to
vote, as designated below, all of the shares of common stock of the
Company held of record by the undersigned at the close of business
on December 26, 1997 at the Special Meeting of Shareholders of the
Company scheduled to be held at the Sea Turtle Inn, One Ocean
Boulevard, Atlantic Beach, Florida 32233, on Tuesday, February 24,
1998 at 11:00 a.m., and at any and all adjournments, postponements,
reschedulings or continuations, or any other meeting of
shareholders held in lieu thereof (the "Special Meeting").
1. PROPOSAL TO APPROVE THE REVERSE SPLIT AND AMEND THE
ARTICLES OF INCORPORATION. Resolution that the Articles
of Incorporation of the Company be amended to effect a
one-for-five reverse split of the Company's issued and
outstanding Common Stock.
/__/ FOR/__/ AGAINST/__/ ABSTAIN
BISCO INDUSTRIES, INC. RECOMMENDS THAT YOU VOTE AGAINST THE ABOVE
PROPOSAL. PLEASE MARK THE "AGAINST" BOX, DATE, SIGN AND MAIL THIS
PROXY PROMPTLY, USING THE ENCLOSED ENVELOPE.
(IMPORTANT INSTRUCTIONS -- PLEASE READ CAREFULLY)
INSTRUCTIONS: To vote for, against or abstain from voting, check
the appropriate box above. IF THIS CARD IS RETURNED EXECUTED AND
DATED BUT NOT MARKED WITH RESPECT TO THE ABOVE PROPOSAL, THE
UNDERSIGNED WILL BE DEEMED TO HAVE GRANTED THE PROXIES NAMED HEREIN
THE AUTHORITY TO VOTE AGAINST THE ABOVE PROPOSAL.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF BISCO
INDUSTRIES, INC.'S PROXY STATEMENT DATED FEBRUARY 10, 1998, IN
CONNECTION WITH THE SPECIAL MEETING. UNLESS YOU SPECIFY OTHERWISE,
BY SIGNING AND DELIVERING THIS PROXY CARD, YOU WILL BE DEEMED TO
HAVE VOTED AGAINST THE PROPOSAL.
UNLESS OTHERWISE INDICATED ABOVE, THIS PROXY CARD REVOKES ALL
PRIOR PROXIES GIVEN WITH RESPECT TO THE PROPOSAL SET FORTH HEREIN
Dated: _________________________, 1998
______________________________
(Signature)
__________________________________
(Title or authority, if applicable)
___________________________
(Signature if held jointly)
Please sign exactly as name appears
on this proxy. If shares are
registered in more than one name,
the signatures of all such persons
are required. A corporation should
sign in its full corporate name by a
duly authorized officer, stating
his/her title. Trustees, guardians,
executors and administrators should
sign in their official capacity,
giving their full title as such. If
a partnership, please sign in the
partnership name by authorized
person. This proxy shall vote all
shares to which the signatory is
entitled.
