COMPANY DATA:
COMPANY CONFORMED NAME: FAMILY STEAK HOUSES OF FLORIDA INC
CENTRAL INDEX KEY: 0000784539
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812]
IRS NUMBER: 592597349
STATE OF INCORPORATION: FL
FISCAL YEAR END: 1230
FILING VALUES:
FORM TYPE: 10-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-14311
FILM NUMBER:
BUSINESS ADDRESS:
STREET 1: 2113 FLORIDA BLVD
STREET 2: STE A
CITY: NEPTUNE BEACH
STATE: FL
ZIP: 32266
BUSINESS PHONE: 9042494197
MAIL ADDRESS:
STREET 2: 2113 FLORIDA BLVD STE A
CITY: NEPTUNE BEACH
STATE: FL
ZIP: 32266
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 10-K/A
(Mark One)
(x) AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED,)
For the fiscal year ended December 30, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File No. 0-14311
FAMILY STEAK HOUSES OF FLORIDA, INC.
(exact name of registrant as specified in its charter)
Florida No. 59-2597349
(State of Incorporation) (I.R.S. Employer Identification)
2113 Florida Boulevard
Neptune Beach, Florida 32266
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (904) 249-4197
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
(Title of Class)
----------------------
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO___
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
YES___ NO X
As of March 2, 1999, 2,398,300 shares of Common Stock of the
registrant were outstanding. The aggregate market value of such
voting Common Stock (based upon the closing sale price of the
registrant's Common Stock on the NASDAQ SmallCap Market System on
March 5, 1999, as reported in The Wall Street Journal) held by
non-affiliates of the registrant was approximately $1,872,000.
Documents Incorporated by Reference - None Registrant hereby
amends its Form 10-K for its fiscal year ended December 30, 1998
by adding the following to Part III and deleting the incorporation
by reference to the definitive proxy statement of Family Steak
Houses of Florida, Inc. (the "Company").
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information regarding executive officers is set forth in Item
1 of the Form 10K filed on March 24, 1999, under the caption
"Executive Officers." Each of the Director nominees listed below
is presently serving as a director of the Company. 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. Howard was appointed
to the Board in February 1998 and elected by the shareholders in
July 1998. Mr. Ceiley and Mr. Conzen were appointed to the Board
in February 1998, pursuant to the Standstill Agreement between the
Company and Bisco Industries, Inc. ("Bisco") and affiliates (which
expired in February 1999), and elected by the shareholders in July
1998.
<TABLE>
<CAPTION>
Name Business Experience and Age
<S> <C>
Edward B. Alexander Vice President of Finance of the
Company since December 1996.
Secretary/Treasurer of the Company
from November 1990 to December 1996;
Controller of the Company from January
1989 to April 1990. Age 40.
Glen F. Ceiley President and Chief Executive Officer
of Bisco Industries, Inc., a
distributor of fasteners and electronic
components since 1973. Age 53.
Lewis E. Christman, Jr. President & CEO of the Company since
April 1994.
Purchasing consultant to the
Company from January 1994 to March 1994.
Chairman of the Board of Neptune Marketing
Inc. (food broker) from 1979 to 1989. Age 79.
Jay Conzen Principal of Jay Conzen Investments
(investment advisor) since October 1992.
Age 52.
Joseph M. Glickstein, Jr. Partner, Glickstein & Glickstein, law firm
since 1950. Age 72.
Richard M. Gray Partner, Gray & Kelley, CPAs, since
1973. President & Director of
Universal Marion Corp. since 1973.
Age 67.
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. Attorney
at Mahoney Adams & Criser, P.A.
from March 1993 to December 1997
(Partner, January 1996 - December 1997).
Served as general counsel
to the Company from April 1994 to
February 1998. Age 37
</TABLE>
There are no family relationships between any of the nominees and
executive officers of the Company.
In May 1998, Bisco, without admitting or denying any allegations,
consented to the entry by the Securities and Exchange Commission
(the "Commission") of an order requiring Bisco to cease and
desist from committing or causing violations of Rule 10b-13 of the
Securities and Exchange Act of 1934. The order resulted from an
inquiry related to Bisco's purchase of certain shares of Common
Stock during the pendency of its tender offer.
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 Securities and Exchange Commission (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 1998 all filing
requirements applicable to its reporting officers, directors and
greater than ten percent beneficial owners were timely satisfied.
ITEM 11. EXECUTIVE COMPENSATION
The summary compensation table below sets forth a summary of
the compensation earned by the Company's Chief Executive Officer
from 1996 to 1998. 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 $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
=================== ================
Name and
Principal Other Annual All Other
Position Year Salary($)(1) Compensation(2) Compensation($)(3)
- -------------------- ---- ------------ --------------- ------------------
<S> <C> <C> <C> <C>
Lewis E. Christman, Jr. 1998 $130,000 -0- $ 983
President & CEO 1997 130,000 $20,000 $ 1,625
1996 130,000 -0- $ 1,625
</TABLE>
(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 an
automobile allowance of $20,000 paid to Mr. Christman in 1997.
This automobile allowance is paid every other year under the terms
of Mr. Christman's Employment Agreement.
(3) All Other Compensation: All other compensation that does not
fall under any of the aforementioned categories. Amounts shown
include contributions of $983, $1,625 and $1,625 to the Company's
401(k) Plan on behalf of Mr. Christman to match a portion of his
deferred contributions in 1998, 1997, and 1996, 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, $.01 par value (the "Common Stock") held by Mr.
Christman at fiscal year end.
Aggregated Option Exercises in Last Fiscal
Year, and Year-End Option Value
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares Fiscal Fiscal
Acquired Year-End (#) Year-End ($)
On Exercise Value ------------- ----------------
In 1998 Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable(1)
====================== =========== ======== ============= ================
<S> <C> <C> <C> <C>
Lewis E. Christman, Jr. - - 40,000 / - - / -
</TABLE>
1) Market value of underlying securities at year-end ($.94 at
December 30, 1998, the last trading day of the Company's fiscal
year), minus the exercise price of $2.00.
EMPLOYMENT AGREEMENTS
In November 1998, the Company extended until January 26, 2000
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 date of the Change in Control
(the "Trigger Date"). 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.
Compensation Committee Interlocks and Insider Participation
Mr. Christman, the Company's Chief Executive Officer, served
as a member of the Executive Compensation Committee in 1998. 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 1998 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 Directors 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 $10,000. Options granted
under the Director's Plan are immediately exercisable and expire
five years from the date of grant.
On January 4, 1999 options were granted to Directors Gray,
Glickstein and Howard for the purchase of 1,800 shares each at a
purchase price of $.01 per share. Since the price of the stock was
$.813 on January 4, 1999, the Company granted an additional 10,661
shares to each eligible director at a purchase price of $.01 per
share so that the market value of all options granted in 1999
exceeded the option exercise price by $10,000.
Since Mr. Ceiley and Bisco were limited by the Standstill and
Settlement Agreement and the Shareholder Rights Agreement to 19.9%
ownership of the Company's Common Stock, Mr. Ceiley and Mr. Conzen
(as an affiliate of Bisco) were paid $10,000 each in cash for
their director compensation.
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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
SECURITY OWNERSHIP OF MANAGEMENT
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned Percent
As of of
Name April 8,1999 (1) Class (2)
- ------------------------ ---------------- ----------
<S> <C> <C>
Edward B. Alexander 34,200 1.40%
Glen F. Ceiley 471,323 19.60%
Lewis E. Christman, Jr. 42,282 1.73%
Jay Conzen ------- ----%
Joseph M. Glickstein, Jr. 27,899 1.16%
Richard M. Gray 27,899 1.16%
G. Alan Howard 19,961 .8%
</TABLE>
____________________________________________________________________________
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, 1999, as
follows: Lewis E. Christman, Jr., 40,000 shares; and Edward B.
Alexander, 26,700 shares.
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, 1999, plus any stock options or
warrants exercisable by such person within 60 days following April
8, 1999.
(3) More detailed information on Mr. Ceiley's beneficial
ownership is set forth in the following chart.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND OF MANAGEMENT
AS A GROUP
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, 1999, 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. All share amounts have been
adjusted to reflect the results of a reverse stock split effective
March 4, 1998.
<TABLE>
<CAPTION>
Amount of Common
Name and Address of Stock Beneficially Percent of
Beneficial Owner Owned Class
- -------------------- ------------------ -----------
<S> <C> <C>
Glen F. Ceiley 471,323 (1) 19.6%
Bisco Industries, Inc.
704 W. Southern Avenue
Orange, CA 92865
Cerberus Partners, L.P. 140,000 (2) 5.5%
950 Third Ave., 20th Floor
New York, New York 10022
All Officers and Director 623,563 (3) 25.2%
Nominees as a Group
(7 Persons)
</TABLE>
(1) Based on information set forth in Amendment No. 10 to
Schedule 13D filed with the Securities and Exchange Commission
(the "Commission") on December 14, 1998, 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.
(2) 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.
(3) Includes an aggregate 66,700 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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to a Standstill and Settlement Agreement with Bisco
and its affiliates, on February 27, 1998 which expired on February
24, 1999, 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 is of counsel to the law firm of Milam, Otero,
Larsen, Dawson and Traylor, P.A. which was retained by the Company
to provide legal advice during 1998 and may be retained to provide
legal advice to the Company from time to time in the future.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
FAMILY STEAK HOUSES OF FLORIDA, INC.
Date: April 29, 1999 BY: /s/ Lewis E. Christman, Jr.
--------------------------------
Lewis E. Christman, Jr., President
