<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
SCHEDULE 13D (AMENDMENT NO. 11)
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)
April 22, 1999
------------------------------------
(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: ( )
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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 22,494 shares of Common Stock
Owned By
Each 8. Shared Voting Power
Reporting
Person 448,829 shares of Common Stock (See Item 5)
With
9. Sole Dispositive Power
22,494 shares of Common Stock
10. Shared Dispositive Power
448,829 shares of Common Stock (See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
471,323 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)
19.9%
14. Type of Reporting Person
IN
2
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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 344,031 shares of Common Stock (See Item 5)
Owned By
Each
Reporting 8. Shared Voting Power
Person
With 0
9. Sole Dispositive Power
344,031 shares of Common Stock (See Item 5)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
344,031 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)
14.5%
14. Type of Reporting Person
CO
3
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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 104,798 shares of Common Stock (See Item 5)
Owned By
Each
Reporting 8. Shared Voting Power
Person
With 0
9. Sole Dispositive Power
104,798 shares of Common Stock (See Item 5)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
104,798 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)
4.4%
14. Type of Reporting Person
EP
4
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Item 1. Security and Issuer
-------------------
This Amendment No. 11 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 ("Mr.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 2. Identity and Background
-----------------------
Item 2 to Schedule 13D is amended as follows;
(a)-(c), (f). This Amendment No.11 to Schedule 13D is being filed by
Mr. Glen F. Ceiley ("Mr. Ceiley"), Bisco Industries, Inc., and Illinois
corporation ("Bisco"), and the Bisco Industries, Inc. Profit Sharing and Savings
Plan (the "Plan "). Mr. Ceiley, Bisco, and the Plan are hereinafter collectively
referred to as the "Reporting Persons", "to amend the Schedule 13D which was
originally dated December 26, 1996.
Mr. Ceiley's principal employment is president of Bisco and his
business address is 704 W. Southern Ave., Orange, CA 92865. Mr. Ceiley is a
citizen of the United States of America.
Bisco's principal business is the distribution of fasteners and
electronic components. Bisco is an Illinois corporation. Its principal office is
located at 704 W. Southern Ave., Orange, CA 92865. Mr. Ceiley owns 100% of the
voting common stock of Bisco, and is a director and chief executive officer of
Bisco.
The Plan was adopted by the Board of Directors of Bisco for the
exclusive benefit of eligible Bisco employees. The Plan's business address is
704 W. Southern Ave., Orange, CA 92865. Mr. Ceiley is the sole trustee of the
Plan.
(d) and (e). During the last five years, none of the Reporting
Persons has (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws except that in May 1998, Bisco, without admitting or denying any
allegations, consented to the entry by the Securities and Exchange 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.
5
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Item 4. Purpose of Transaction
----------------------
Item 4 of this Schedule is amended to add the following:
On or about April 23, 1999 Bisco delivered a letter to the Issuer, a copy
of which is attached hereto and incorporated herein by reference, to nominate
(the "Nomination Letter") Glen F. Ceiley, Jay Conzen, Stephen Catanzaro and
William L. Means, as set forth therein, to the Issuer's Board of Directors at
the Annual Meeting of Shareholders of the Issuer scheduled to be held on July 1,
1999.
On or about April 23, 1999, Bisco served the Issuer with the Nomination
Letter, which the Reporting Persons believe satisfies the notice requirements
set forth in Section 3.13 of the Bylaws of the Issuer as to the nomination of
such persons for election to the Board of Directors. The Reporting Persons filed
a Preliminary Proxy Solicitation Statement with the Securities and Exchange
Commission on April 23, 1999 in order to solicit proxies from the shareholders
of the Issuer in order elect its nominees to the Issuer's Board of Directors at
the 1999 Annual Meeting. A copy of the Nomination Letter in filed as an exhibit
to this Schedule 13D and incorporated herein by reference.
Upon final approval from the Securities and Exchange Commission for its
proxy solicitation materials the Reporting Persons will commence their
solicitation of shareholders of the Issuer.
Item 7. Material to be Filed as Exhibits
--------------------------------
Page Number
-----------
Exhibit 1. - Nomination Letter to the Issuer dated April 22, 1999. 10
6
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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: April 26, 1999
Glen F. Ceiley
--------------------------
Name: Glen F. Ceiley
7
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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: April 26, 1999
Bisco Industries, Inc.
Glen F. Ceiley
---------------------------------
Name: Glen F. Ceiley
Title: President
8
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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: April 26, 1999
Bisco Industries, Inc.
Profit Sharing And Savings Plan
Glen F. Ceiley
_______________________________
Name: Glen F. Ceiley
Title: Trustee
9
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[LETTERHEAD OF BISCO INDUSTRIES, INC. APPEARS HERE]
April 22, 1999 EXHIBIT 1.
---------
Family Steak Houses of Florida, Inc.
2113 Florida Boulevard
Neptune Beach, Florida 32266
Attn: Corporate Secretary
Dear Sirs:
This letter shall serve to satisfy the notice requirements of Section 3.13
of the Bylaws (the "Bylaws") of Family Steak Houses of Florida, Inc. (the
"Company") as to the nomination by Bisco Industries, Inc. ("Bisco") of four
nominees for election to the Board of Directors of the Company at the Annual
Meeting of Shareholders of the Company scheduled to be held July 1, 1999 (the
"Annual Meeting").
Bisco is the beneficial owner of 344,031 shares of Common Stock of the
Company. We hereby nominate Glen F. Ceiley, Jay Conzen, Stephen Catanzaro and
William L. Means as nominees (the "Nominees") to be elected to the Board of
Directors of the Company at the Annual Meeting. In addition, please be advised
that Bisco intends to support the Company's nomination of the following
individuals for election to the Board of Directors of the Company at the Annual
Meeting: Lewis E. Christman, Jr., Edward B. Alexander and G. Alan Howard. To the
extent the Company increases the size of the Board of Directors above its
existing size, we reserve the right to nominate additional nominees to be
elected to the Board of Directors of the Company at the Annual Meeting. The
information required by Section 3.13 of the Bylaws and the Securities Exchange
Act of 1934, as amended, follows:
1. Name and address of shareholder making the nomination:
Bisco Industries, Inc.
704 W. Southern Ave.
Orange, California 92865
2. Names and addresses of the Nominees:
Business Address Residence Address
---------------- -----------------
a) Glen F. Ceiley Bisco Industries 304 Evening Star Lane
704 W. Southern Ave. Newport Beach, CA 92660
Orange, CA 92865
b) Jay Conzen Bisco Industries, Inc. 24061 Pinehurst Lane
704 W. Southern Ave. Laguna Niguel, CA 92677
Orange, CA 92865
c) Stephen Catanzaro Bisco Industries, Inc. 24621 La Cienega
704 W. Southern Ave. Laguna Hills, CA 92653
Orange, CA 92865
d) William L. Means Bisco Industries, Inc. 5610 E. Carmen Ave.
704 W. Southern Ave Anaheim Hills, CA 92807
10
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3. Bisco hereby represents that it is the beneficial owner of 344,031 shares
of common stock of the Company entitled to vote at the Annual Meeting. A
representative or representatives of Bisco intend to appear in person or by
proxy at the Annual Meeting to nominate the persons specified in this notice for
election to the Board of Directors of the Company. The record address of Bisco
is 704 W. Southern Ave., Orange, CA 92865.
4. Glen F. Ceiley, Bisco Industries, Inc. and the Bisco Industries, Inc.
Profit Sharing and Savings Plan are parties to a joint Filing Agreement, in
which they agreed to a joint filing on behalf of each of them of statements on
Schedule 13D with respect to common stock of the Company. The parties' most
recent Joint filing Agreement is attached hereto and incorporated herein by
reference and all references contained herein are qualified in their entirety by
reference to such Joint Filing Agreement. Other than as stated above, there are
no arrangements or understandings between Bisco and each nominee or any other
person or person pursuant to which the nominations described herein are to be
made, other than the consents by the Nominees to be named as a nominee in this
notice and to serve as directors of the Company if elected as such at the Annual
Meeting, attached hereto and incorporated herein by reference.
5. The information concerning the nominees required by Regulation 14A of the
Exchange Act is as follows:
Glen F. Ceiley, age 53, is one of the nominees for director. Since 1973,
Mr. Ceiley has been the President and Chief Executive Officer of Bisco
Industries, Inc., a distributor of electronic components and fasteners. Mr.
Ceiley was appointed to the Company's Board of Directors in February 1998
pursuant to a Standstill and Settlement Agreement (the "Standstill Agreement")
between Bisco and its affiliates and the Company. Mr. Ceiley was elected to the
Board of Directors on June 26, 1998. Mr. Ceiley is also a director of Data I/O
Corporation, a publicly held company and Bisco. In may 1998, Bisco without
admitting or denying any allegations, consented to the entry by the Securities
and Exchange Commission of an order requiring Bisco to cease and desist from
committing or causing violations of Rule 10b-13 of the Securities 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.
Mr. Ceiley beneficially owned 471,323 shares of common stock of the
Company. Bisco owned 344,031 of such shares, the Bisco Industries Profit Sharing
and Savings Plan (the "Bisco Plan") owned 104,798 of such shares and Mr. Ceiley
owned 22,494 shares individually. 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 dispose of the shares owned by Bisco and the Bisco Plan as its Trustee. The
business address of Mr. Ceiley is 704 W. Southern Avenue, Orange, CA 92865 and
his residence address is 304 Evening Star Lane, Newport Beach, CA 92660. For
information regarding purchase and sales of shares of common stock of the
Company by Bisco, the Bisco Plan and Mr. Ceiley during the past two years, see
Appendix A.
Jay Conzen, age 52, is one of the nominees for director. Since October
1992, Mr. Conzen has been a Principal of Jay Conzen Investments which provides
mergers and acquisitions, business consulting and investment advisory services
to private and publicly held companies. Mr. Conzen is presently performing
full-time consulting services for Bisco.
Mr. Conzen was appointed to the Company's Board of Directors in February
1998 pursuant to the Standstill Agreement between Bisco and its affiliates and
the Company. Mr. Conzen was elected to the Board of Directors on June 26, 1998.
Mr. Conzen was employed by Ernst & Young from 1971 until 1982, his last position
being that of Principal in the audit department with responsibility for the
audits of several restaurant companies including Taco Bell
11
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and Denny's Inc. From 1982 to 1989, Mr. Conzen was employed as Senior Vice
President and Chief Financial Officer of the Impact Group, Inc., a food broker,
distributor and manufacturer of various food products for the retail and food
service markets. Mr. Conzen holds a Masters degree in Business Administration.
Mr. Conzen does not beneficially own shares of common stock of the Company and
has had no transaction in the common stock during the past two years. The
business address of Mr. Conzen is 704 W. Southern Avenue, Orange, CA 92865 and
his residence address is 24061 Pinehurst Lane, Laguna Niguel, CA 92677.
Stephen Catanzaro, age 46, is one of the nominees for director. Mr.
Catanzaro has been Vice President and Chief Financial Officer of Bisco
Industries, Inc. since September 1995 and was Controller of Bisco from August
1992 to August 1995. Mr. Catanzaro has served as a director of Bisco since
February 1997. Prior to joining Bisco in 1992, Mr. Catanzaro held several
accounting and finance positions in the restaurant industry at a division of
Denny's Inc. from 1985 to 1992 and at Taco Bell from 1982 to 1985. Mr. Catanzaro
holds a Masters degree in Business Administration and is a Certified Public
Accountant in California. As of the date hereof, Mr. Catanzaro owned 3,000
shares of common stock of the Company and has no transactions in the common
stock during the past two years. Mr. Catanzaro's business address is 704 W.
Southern Avenue, Orange, CA 92865 and his residence address is 24621 La Cienega,
Laguna Hills, CA 92653.
William L. Means, age 56, is one of the nominees for director. Mr. Means
has been Vice President of Corporate Development of Bisco Industries, Inc. since
November 1997 and was Director of Management Information Systems from 1989 to
October 1997. Mr. Means's current responsibilities include supervision of
Bisco's information systems, marketing, advertising, value added sales and E-
commerce departments. Prior to joining Bisco in 1989, Mr. Means was a self-
employed management information systems consultant in which capacity he
developed, installed and maintained computer software systems for the Brawley's
Restaurant chain and other food businesses. Mr. Means holds a Masters degree in
Business Administration.
Mr. Means did not beneficially own any shares of the common stock of the
Company and has had no transaction in the common stock during the past two
years. Mr. Means business address is 704 W. Southern Avenue, Orange, CA 92865
and his residence address is 5610 E Carmen Avenue, Anaheim Hills, CA 92807.
6. Certain Information
The Board of Directors of the Company has a single class of directors. At
each annual meeting of shareholders, the directors are elected to a one-year
term. The Nominees, if elected, would serve as directors for the term expiring
in 2000 or until the due election and qualification of their successors. Bisco
has no reason to believe any of the Nominees will be disqualified or unable or
unwilling to serve if elected.
Pursuant to the Standstill Agreement with Bisco and its affiliates which
expired on February 24, 1999, the Company sold 141,340 shares of the Common
Stock to Bisco on February 27, 1998 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. Glen Ceiley is the Chief Executive Officer and President of Bisco.
Except as described herein and other than transactions and relationships
disclosed in the Company's proxy statement and the receipt of directors fees by
Messrs. Ceiley and Conzen, neither Bisco nor any of the Nominees (i) has engaged
in or has a direct or indirect interest in any transaction or series of
transactions since the beginning of the Company's last fiscal year or
12
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in any currently proposed transaction, to which the Company or any of its
subsidiaries is a party where the amount involved was in excess of $60,000, (ii)
is the beneficial or record owner of any securities of the Company or any parent
or subsidiary thereof, (iii) is the record owner of any securities of the
Company of which it may be deemed to be the beneficial owner, (iv) has been
within the past year, a party to any contract, arrangement or understanding with
any person with respect to any securities of the Company, (v) has any
arrangements or understandings with any nominee pursuant to which such nominee
was selected as a nominee and there exist no such agreements or understandings
between any nominee and any other person, or (vi) has any agreement or
understanding with respect to future employment by the Company or any
arrangement or understanding with respect to any future transactions to which
the Company will or may be a party.
Sincerely,
Bisco Industries, Inc.
By: Stephen Catanzaro
Vice President and Chief
Financial Officer
13
<PAGE>
Glen F. Ceiley
April 20, 1999
Family Steak Houses of Florida, Inc.
2113 Florida Boulevard
Neptune Beach, Florida 32266
Gentlemen:
I hereby consent to being named as a nominee by Bisco Industries, Inc. and
to serve as a director of Family Steak Houses of Florida, Inc. if elected.
Sincerely,
/s/ Glen F. Ceiley
Glen F. Ceiley
14
<PAGE>
Jay Conzen
April 20, 1999
Family Steak Houses of Florida, Inc.
2113 Florida Boulevard
Neptune Beach, Florida 32266
Gentlemen:
I hereby consent to being named as a nominee by Bisco Industries, Inc. and
to serve as a director of Family Steak Houses of Florida, Inc. if elected.
Sincerely,
/s/ Jay Conzen
Jay Conzen
15
<PAGE>
Stephen Catanzaro
April 20, 1999
Family Steak Houses of Florida, Inc.
2113 Florida Boulevard
Neptune Beach, Florida 32266
Gentlemen:
I hereby consent to being named as a nominee by Bisco Industries, Inc. and
to serve as a director of Family Steak Houses of Florida, Inc. if elected.
Sincerely,
/s/ Stephen Catanzaro
- ---------------------
Stephen Catanzaro
16
<PAGE>
William L. Means
April 20, 1999
Family Steak Houses of Florida, Inc.
2113 Florida Boulevard
Neptune Beach, Florida 32266
Gentlemen:
I hereby consent to being named as a nominee by Bisco Industries, Inc. and
to serve as a director of Family Steak Houses of Florida, Inc. if elected.
Sincerely,
/s/ William L. Means
- ----------------------
William L. Means
17
<PAGE>
JOINT FILING AGREEMENT
----------------------
In accordance with rule 13d-(f) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13D referred
to below) on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the common stock. $.01 par value (the
"Common Stock"), of Family Steak Houses of Florida Inc., a Florida corporation,
and that this Agreement be included as an Exhibit to such joint filing. This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January
21, 1997.
/s/ GLEN F. CEILEY
---------------------------
Glen F. Ceiley
Bisco Industries, Inc.
/s/ GLEN F. CEILEY
---------------------------
Name: Glen F. Ceiley
Title: President
Bisco Industries, Inc.
Profit Sharing and Savings Plan
/s/ GLEN F. CEILEY
---------------------------
Name: Glen F. Ceiley
Title: Trustee
18
<PAGE>
APPENDIX A
TRANSACTIONS IN THE SHARES OF
FAMILY STEAK HOUSES OF FLORIDA, INC.
<TABLE>
<CAPTION>
SHARES OF DATE OF
COMMON STOCK PRICE PURCHASE
PURCHASE/(SOLD) PER SHARE SALE
--------------- --------- ----
BISCO INDUSTRIES, INC.
----------------------
<S> <C> <C>
900 3.1250 05/19/97
700 3.2810 10/08/97
200 3.2810 10/14/97
2,000 3.2810 10/14/97
40 2.9685 10/15/97
20 2.9685 10/16/97
800 3.2810 10/16/97
1,380 3.1250 10/17/97
400 2.9685 10/20/97
400 2.9685 10/20/97
1,600 3.2810 10/21/97
1,000 3.2810 10/22/97
800 3.2810 10/22/97
2,000 3.1250 10/27/97
400 3.1250 10/28/97
40 2.9685 11/03/97
300 2.9685 11/04/97
1,000 3.1250 11/04/97
720 2.9685 11/06/97
760 2.8125 11/07/97
60 2.9685 11/07/97
200 2.8125 11/12/97
400 2.8125 11/12/97
600 2.8125 11/14/97
400 2.8125 11/17/97
100 2.8125 11/20/97
20 2.9685 11/21/97
140 2.8125 11/21/97
680 2.8125 11/24/97
400 2.8125 12/05/97
40 2.6560 12/05/97
5,000 2.6560 12/05/97
220 2.5000 12/08/97
10,000 2.5000 12/10/97
640 2.5000 12/10/97
5,000 2.6560 12/10/97
</TABLE>
19
<PAGE>
<TABLE>
<S> <C> <C>
100 2.6560 12/11/97
8,780 2.8125 12/12/97
12,000 2.6563 12/16/97
13,700 2.9688 12/16/97
10,000 2.8125 12/17/97
900 2.8125 12/17/97
400 2.9688 12/18/97
6,000 3.2813 12/18/97
4,000 2.9688 12/19/97
4,000 3.2813 12/19/97
3,800 2.9688 12/19/97
200 2.8125 12/22/97
6,000 2.9688 12/22/97
7,220 2.8125 12/23/97
400 2.8125 12/24/97
1,000 2.8125 12/24/97
7,000 2.9688 12/29/97
(2,000) 3.5938 12/30/97
(2,000) 3.2813 12/30/97
(320) 3.5938 12/30/97
(1,680) 3.4375 12/31/97
(2,000) 4.6875 01/05/98
(2,000) 4.5313 01/07/98
(2,000) 4.8438 01/08/98
(982) 4.8438 01/12/98
(1,720) 5.0000 01/15/98
(400) 4.8438 01/15/98
1,800 4.3750 01/16/98
600 4.3750 01/21/98
1,000 4.3750 01/21/98
1,200 4.3750 01/21/98
2,000 4.3750 01/22/98
(500) 4.3750 01/22/98
(1,500) 4.3750 01/23/98
1,000 3.7500 01/23/98
5,000 3.9063 01/23/98
60 3.7500 01/27/98
66,160 4.5000 01/29/98
(240) 4.3750 01/30/98
(186) 3.9063 01/30/98
(400) 3.9063 02/03/98
(100) 3.9063 02/05/98
900 3.1250 02/11/98
2,400 3.2810 02/13/98
657 3.3594 02/26/98
</TABLE>
20
<PAGE>
APPENDIX A
TRANSACTIONS IN THE SHARES OF
FAMILY STEAK HOUSES OF FLORIDA, INC.
<TABLE>
<CAPTION>
SHARES OF DATE OF
COMMON STOCK PRICE PURCHASE
PURCHASE/(SOLD) PER SHARE SALE
--------------- --------- ----
BISCO PROFIT SHARING TRUST
--------------------------
<S> <C> <C>
200 3.2813 12/19/97
1,544 3.4375 01/26/98
400 3.2813 01/27/98
</TABLE>
APPENDIX A
TRANSACTIONS IN THE SHARES OF
FAMILY STEAK HOUSES OF FLORIDA, INC.
<TABLE>
<CAPTION>
SHARES OF DATE OF
COMMON STOCK PRICE PURCHASE
PURCHASE/(SOLD) PER SHARE SALE
--------------- --------- ----
MR. GLEN CEILEY
---------------
<S> <C> <C>
600 2.6563 05/21/97
40 2.5781 06/10/97
1,288 2.5781 06/12/97
2,000 2.5000 07/01/97
1,500 2.4219 10/03/97
400 2.3438 10/20/97
2,000 2.2656 11/13/97
400 2.1875 11/14/97
141,340 2.1580 01/23/98
</TABLE>
21
