<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
FAMILY STEAK HOUSES OF FLORIDA, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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 on 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 Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
Ryan's Family Houses of Florida, Inc. (LOGO)
2113 FLORIDA BOULEVARD
NEPTUNE BEACH, FLORIDA 32266
---------------------
Dear Shareholders:
It is time once again for our Annual Meeting. Although there is only one
item of business on the Agenda, this Annual Meeting will, in many ways, be the
most significant Annual Meeting in our Company's history.
As discussed in more detail in the enclosed Proxy Statement, at this year's
Annual Meeting, you will be asked to elect a Board of Directors and adopt a
vision for our Company's future. As you know, the Board of Directors sets
strategy for our Company and, with the assistance of our officers, implements
that strategy. Your current Board of Directors is in the midst of implementing a
long term strategy which is on its way to returning the Company to growth and
profitability. That plan has seen us undertake the tasks of closing unprofitable
restaurants, remodeling existing restaurants, and building new restaurants in
high growth locations with higher profit potential. 1998's results improved
$700,000 over 1997's results, due for the most part, to the remodeling of
existing restaurants and the addition of the new Leesburg restaurant. This
improvement, plus the substantial increase in net income in the first quarter of
1999, leads us to believe that our plan is working. At the same time, your Board
has actively been engaged in discussions with various parties regarding
strategic alternatives designed to enhance shareholder value. We are asking you
to re-elect your current Board of Directors for another year so that we can
continue to implement our strategic plan.
The Company has also been advised by one of its Directors, Mr. Glen Ceiley,
that he and his company, Bisco Industries, Inc., intend to solicit proxies for
the election of an alternate slate of Directors. If you were a shareholder of
our Company two years ago, you remember Mr. Ceiley and Bisco. In 1997, they
engaged in a takeover attempt that included a tender offer and proxy contest.
They attacked the Company's management and Board of Directors but were unable to
articulate any strategic plan of their own. The shareholders of the Company at
that time rejected Bisco's takeover efforts and supported the Company and its
Board of Directors. And we sincerely appreciated your vote of confidence. Now,
Bisco is back again and seeking to take control of the Company by election of
their own Board.
We don't believe anything has changed with Bisco, and we urge you to reject
their proposed slate of Directors. Bisco still does not have any strategic plan
which they would submit as a better alternative to what the Company is already
doing. In fact, as part of an effort to resolve the takeover attempt in 1997,
the Board of Directors appointed Glen Ceiley and his nominee, Jay Conzen, to the
Board of Directors under a Standstill and Settlement Agreement (now expired).
They have now served on the Board of Directors for more than one year. During
that time, we believe we have been able to work together in the best interest of
our Company and you, its shareholders. They have supported management's efforts
to close older, unprofitable restaurants and replace them with new restaurants.
However, Mr. Ceiley and Mr. Conzen have failed to put before the Board any
proposals which would improve the performance of the Company's operations or
offer better long term value than those already put in place by the Board of
Directors prior to their joining. In fact, the only proposal advanced by Mr.
Ceiley is a sale of the Company's restaurant operations and a reinvestment of
the proceeds of that sale in the electronic components and fastener distribution
industry, the industry in which Mr. Ceiley says he has worked for 35 years.
<PAGE> 3
As the Company has previously disclosed, we are actively considering
strategic alternatives that will enhance shareholder value. However, if and when
those considerations lead to a sale of the Company's restaurant operations or a
merger with another company, then it is the intention of the present Board of
Directors to distribute the proceeds to you, the shareholders. We believe that
our stock is severely undervalued at its current trading prices. We believe that
any ultimate transaction will produce a significant return over an investment at
our current stock price. We believe our investors are deserving of that return
and intend to put the money in your hands. We do not agree with Bisco's proposal
to retain the proceeds of any such sale in the Company and reinvest it in the
distribution industry or possibly some other unnamed industry as Bisco says they
will do. We believe that our shareholders are capable of making their own
investment decisions, and we would not presume to make those decisions for you.
THOSE ARE THE ALTERNATIVES FACING YOU AT THIS YEAR'S ANNUAL MEETING.
RE-ELECT THE CURRENT BOARD OF DIRECTORS WHICH HAS A WELL ARTICULATED PLAN FOR
THE COMPANY, IS SUCCESSFULLY IMPLEMENTING THAT PLAN AND HAS THE ANNOUNCED
INTENTION OF DISTRIBUTING THE PROCEEDS OF ANY SALE OF THE COMPANY'S ASSETS TO
YOU, ITS RIGHTFUL OWNERS OR ELECT BISCO'S BOARD OF DIRECTORS WITH THEIR UNKNOWN
STRATEGY FOR OPERATING THE COMPANY AND ANNOUNCED STRATEGY OF RETAINING AND
REINVESTING THE PROCEEDS OF ANY SALE OR MERGER. I URGE YOU TO RE-ELECT YOUR
CURRENT BOARD OF DIRECTORS.
PLEASE SIGN AND RETURN THE ENCLOSED WHITE PROXY CARD TODAY.
As always, thank you for your support.
Very truly yours,
/s/ Lewis E. Christman, Jr.
Lewis E. Christman, Jr.
President and Chief Executive Officer
<PAGE> 4
Ryan's Family Steak Houses of Florida, Inc. (LOGO)
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 Wednesday, July 21, 1999 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 June 4, 1999 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 COMPANY'S BOARD OF DIRECTORS URGES YOU TO SIGN, DATE AND RETURN TODAY
THE WHITE PROXY CARD IN THE ENCLOSED POSTAGE PREPAID ENVELOPE.
DO NOT RETURN THE GOLD PROXY CARD SENT TO YOU BY BISCO.
If you have already signed Bisco's proxy card, you can revoke it by
signing, dating and mailing the enclosed WHITE proxy card in the enclosed
envelope. The latest dated proxy card is the one that counts. Regardless of the
number of shares that you own, your vote is very important.
If your shares are held through a bank, broker, nominee or other
representative, only that entity may execute a proxy. Please contact the
representative for your account and request the representative to execute the
WHITE proxy card on your behalf.
If you require any assistance, please call Corporate Investor
Communications, Inc. ("CIC") at (877) 460-9331.
/s/ Lewis E. Christman, Jr.
Lewis E. Christman, Jr.
President & CEO
Date: June 11, 1999
<PAGE> 5
Ryan's Family Steak Houses of Florida, Inc. (LOGO)
2113 FLORIDA BOULEVARD
NEPTUNE BEACH, FLORIDA 32266
---------------------
PROXY STATEMENT
FOR
1999 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 1999 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
Wednesday, July 21, 1999. 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 June 11, 1999.
The proxy may be revoked at any time before it is exercised by giving
notice of revocation to the Secretary of the Company, by submitting a signed
proxy bearing a later date or by attending the Annual Meeting of Shareholders
and voting in person. 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 "FOR" Proposals 1 and 2.
PROPOSAL 1:
ELECTION OF DIRECTORS
The Company has nominated for re-election those seven (7) Directors
currently serving on the Company's Board of Directors. The Company is currently
engaged in the implementation of a long term strategic plan designed to return
the Company to growth and profitability and enhance shareholder value. One of
the Company's Directors, Mr. Glen Ceiley, is seeking proxies for an alternative
slate of Directors. Mr. Ceiley's proxy statement describes his vision for the
Company and states why he believes you should vote for his nominees. The Company
believes that it offers the best choice for the reasons set forth below.
First, the Company is actively taking steps to enhance shareholder value.
The Company's current Board of Directors recognizes that the Company's stock
price has been trading at severely undervalued prices in recent years.
Therefore, as the Company has previously disclosed, last year it retained J.H.
Chapman & Company, LLC, an investment banking firm specializing in the
restaurant industry, to assist the Board in identifying and evaluating strategic
opportunities to enhance shareholder value. Those efforts are ongoing. The
Company's current management and Board believe that there are strategic
opportunities which, if realized upon, would significantly reward our
shareholders. Mr. Ceiley and his company, Bisco Industries, Inc. ("Bisco"),
share this belief.
HOWEVER, THERE IS A FUNDAMENTAL DIFFERENCE BETWEEN THE COMPANY'S POSITION
AND BISCO'S POSITION WITH RESPECT TO STRATEGIC ALTERNATIVES: IF THE CURRENT
BOARD IS RE-ELECTED, IT IS THE BOARD'S INTENTION TO DISTRIBUTE THE PROCEEDS OF
ANY STRATEGIC SALE OF ASSETS OR MERGER DIRECTLY TO YOU, THE SHAREHOLDERS. ON THE
OTHER HAND, IF BISCO'S SLATE OF DIRECTORS IS ELECTED, IT IS THEIR STATED
INTENTION TO DISPOSE OF THE COMPANY'S RESTAURANT ASSETS AND REINVEST THE
PROCEEDS OF THAT SALE IN ACQUIRING COMPANIES SIMILAR TO BISCO'S BUSINESS.
<PAGE> 6
Your Company's Board of Directors believes that its shareholders are
entitled to the rewards of any disposition of assets or merger. Therefore, we
believe that the strategic plan of the current Board offers you, the
shareholder, the best opportunity for a return on your investment.
Second, the current Board of Directors is engaged in the implementation of
an operational plan designed to return the Company to growth and profitability.
There can be no assurance that the current Board's efforts to consummate a
merger or sale of the Company or other strategic transaction will meet with
success in any given time frame. Therefore, while the Company continues to
evaluate strategic transactions, the Company must continue to actively manage
its business operations. You will recall that the Company announced two years
ago its plan to close unprofitable restaurants, remodel existing restaurants and
build new ones. It is in the middle of that plan. 1998 financial performance,
while not as strong as we had hoped, represented a $700,000 improvement over the
loss in 1997. That is the proof that our plan is working.
The Company continues to proceed on the path it has laid out. In January of
this year, we closed two restaurants that cost our Company money in 1998. In
addition, we are monitoring four underperforming restaurants which do not lose
money on a cash basis but demand an inordinate amount of time and divert scarce
management resources from more profitable restaurants. The two closed
restaurants and the four underperforming restaurants are all listed for sale.
The closure of these restaurants and listing of units for sale is part of a plan
to redeploy our capital and utilize financing opportunities to open new
restaurants. The Company will continue to consider the closure and sale of
underperforming restaurants on advantageous terms while continuing to seek other
strategic alternatives. The Company opened one new restaurant in Deland, Florida
in April 1999. The Company believes this new restaurant has tremendous profit
potential. The Company has also signed a lease on a new restaurant in Tampa,
Florida and anticipates opening it in August 1999. With the franchisor's support
and assistance, the Company is engaged in a search for two additional sites for
new restaurants. The Company plans to purchase those two additional restaurant
sites in 1999 and open at least two new restaurants in 2000.
The Company's plan to improve operations while it strives to consummate a
strategic transaction also includes efforts to improve results at existing
restaurants. Total sales at the Company's restaurants were up 3.9% in 1998.
While a large portion of that increase was attributable to the success of our
new restaurant in Leesburg, Florida, same store sales increased by 1.1%. This
represents the first same store sales increase over a previous year since 1987.
This same store sales increase comes at a time when the Company's restaurants
continue to face increasing competitive pressures in the Florida restaurant
market with competitors' new or remodeled restaurants frequently opening in
areas close to the Company's outlets.
The Company has been able to improve its operations and results due, in
large part, to the qualified and experienced team that manages the Company.
Effective management is critical to the Company's continuing efforts to improve
operating results. Bisco has not disclosed its plan for managing the Company if
the current management team is not retained. The Company believes that election
of the Bisco slate may significantly disrupt ongoing operations through the
possible loss of the institutional knowledge and years of restaurant industry
experience of the Company's senior management as well as potential turnover
among the Company's restaurant managers.
The Company's management also believes that Bisco's strategy and other
actions will result in higher costs to the Company. For instance, if Bisco's
slate of directors is elected, a "Change in Control" will be deemed to have
occurred under the Company's employment agreements, and the Company will become
obligated to pay over $800,000 in severance to Company executives. These
payments may also be triggered if the Company engages in a strategic
transaction; however, there can be no assurance that either the Company's
current management or Mr. Ceiley's proposed slate will be able to implement a
strategic transaction. On the other hand, election of the Bisco slate will
definitely result in the Company's obligation to pay $800,000 in severance
whereas election of the Company's slate will not.
The Bisco strategy to retain and reinvest proceeds from any strategic
transaction is also likely to result in the Company paying higher taxes than
would be due if the proceeds from any strategic transaction were distributed to
the shareholders. In order to retain the proceeds from any strategic
transaction, Mr. Ceiley would have to structure the transaction as a sale of the
Company's assets. To the extent that the sale price for
2
<PAGE> 7
the assets exceeds the book value of the assets, the Company would have to pay
tax on this gain. This tax payment would reduce the proceeds available for
distribution to the shareholders or for investment in an acquisition program.
Since management's plan would result in the sale of the Company's shares with
the acquirer paying shareholders for their shares directly, there would be no
tax at the Company level and the shareholders would receive the full purchase
price paid by any acquirer.
The Company's Long Term Incentive Plan provides that options granted
thereunder will become immediately exercisable upon certain events including a
determination by the Board or a designated committee in its sole discretion that
a person (other than a person who exercised a controlling influence as of the
Long Term Incentive Plan's effective date) directly or indirectly exercises a
controlling influence over the management or policies of the Company. This
section may be triggered if the Bisco slate of directors is approved. Messrs.
Alexander and Christman hold options under this plan.
The Company believes that the path set up by the current Board of Directors
is the correct path. In contrast, Bisco seeks your proxy without having
articulated any sound alternatives to the Company's proposals. Since Mr. Ceiley
and his nominee, Jay Conzen, joined the Board of Directors under the Standstill
and Settlement Agreement (which expired in February 1999), they have generally
agreed with management's strategies and have failed to put before the Board any
proposals to improve the Company's operations. Moreover, they have not ever
fully described the other opportunities they have in mind for investing the
proceeds from any sale, merger or other strategic transaction.
The Company has included Messrs. Ceiley and Conzen on its proposed slate of
Directors because Mr. Ceiley and Bisco own close to 20% of the Company's
outstanding shares, and it seems fitting to provide them with representation on
the Board of Directors. Management believes that Messrs. Ceiley and Conzen will
continue to support the Company's efforts to identify and consummate a strategic
transaction and, as stated in the Bisco proxy statement, also to support
management's plan of closing unprofitable restaurants and opening new
restaurants with high growth potential. As discussed previously, they diverge
from the Company's plan with respect to how the proceeds from any transaction
should be used.
The Company does not believe that Bisco and its slate of Directors can
achieve any better results than the Company's current Board of Directors. In
fact, the Company believes that placing control of the Company in a Board of
Directors controlled by Ceiley and Bisco would jeopardize shareholder value.
The current proxy solicitation by Mr. Ceiley for your Board of Directors is
just his latest attempt at gaining control of a public company. In 1997, Mr.
Ceiley failed to garner enough of your and other shareholders' support to gain
control of this Company. The Company urges you to reject this latest attempt to
gain control of your Company.
THE COMPANY URGES YOU TO VOTE FOR ITS SLATE OF DIRECTORS AND RETURN THE
ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE.
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.
BIOGRAPHICAL AND OWNERSHIP INFORMATION ON NOMINEES FOR DIRECTOR
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 and affiliates (which expired in
February 1999), and elected by the shareholders in July 1998.
3
<PAGE> 8
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 AS OF PERCENT OF
NAME BUSINESS EXPERIENCE AND AGE MAY 15, 1999(1) CLASS(2)
- ---- --------------------------- --------------- ----------
<S> <C> <C> <C>
Lewis E.Christman, Jr............. President & CEO of the Company 42,282 1.73%
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.
Edward B. Alexander............... Vice President of Finance of the 34,200 1.40%
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.
Joseph M. Glickstein, Jr.......... Partner, Glickstein & Glickstein, 27,899 1.16%
law firm since 1950. Age 72.
Richard M. Gray................... Partner, Gray & Kelley, CPAs, 27,899 1.16%
since 1973. President & Director
of Universal Marion Corp. since
1973. Age 67.
G. Alan Howard.................... Of Counsel to Milam, Otero, 19,961 .8%
Larsen, Dawson & Traylor, P.A.
since March 1998. Senior Vice
President and Senior Counsel of
Homeside Lending from March 1998
to May 1999. 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
Glen F. Ceiley.................... President and Chief Executive 471,323 19.6%
Officer of Bisco Industries, Inc.,
a distributor of fasteners and
electronic components since
1973. Age 53.
Jay Conzen........................ Principal of Jay Conzen -- --
Investments (investment advisor)
since October 1992. Age 52.
</TABLE>
- ---------------
(1) Included in such beneficial ownership are shares of the Company's common
stock, par value $0.01 per share (the "Common Stock") issuable upon the
exercise of certain options exercisable immediately or
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<PAGE> 9
within sixty (60) days of May 15, 1999, as follows: Lewis E. Christman, Jr.,
40,000 shares; Edward B. Alexander, 26,700 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
May 15, 1999, plus any stock options or warrants exercisable by such person
within 60 days following May 15, 1999.
(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 6 of this Proxy Statement.
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 the Company's
common stock during the pendency of its tender offer.
RECORD DATE AND VOTING SECURITIES
The Board of Directors has fixed the close of business on June 4, 1999 as
the record date for determination of shareholders entitled to vote at the
meeting. Holders of the Common Stock as of June 4, 1999 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 June 4, 1999, the Company had outstanding 2,408,946 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.
5
<PAGE> 10
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 May 15, 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. 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.
<TABLE>
<CAPTION>
AMOUNT OF
NAME AND ADDRESS OF COMMON STOCK PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED OF 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
Nominees as a Group (7 Persons)........................ 623,563(3) 25.2%
</TABLE>
- ---------------
(1) Based on information set forth in Amendment No. 11 to Schedule 13D filed
with the Commission on April 26, 1999, 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 of 66,700 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.
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 Conzen,
Gray and Glickstein, each of whom are non-employee Directors, and Director
Christman. The Audit Committee held one meeting during fiscal year 1998. 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
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 Ceiley, Glickstein and Gray,
each of whom are non-employee Directors, and
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<PAGE> 11
Director Christman. The Executive Compensation Committee held two meetings
during fiscal year 1998. All members of the Committee attended these meetings.
The Board of Directors held 11 meetings during fiscal year 1998. 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 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 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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to the Standstill and Settlement Agreement with Bisco and its
affiliates, 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 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.
7
<PAGE> 12
STANDSTILL AND SETTLEMENT AGREEMENT
On February 24, 1998, the Company entered into a one-year Standstill and
Settlement Agreement with Bisco and its affiliates. This Standstill and
Settlement Agreement expired on February 24, 1999. In accordance with this
agreement, Bisco agreed, among other things, to (i) support the Company's
proposed reverse stock split and, for a period of one year, (ii) vote shares of
the Company's stock owned by Bisco in favor of the Company's slate of Director
nominees for the 1998 Annual Meeting of Shareholders, (iii) acquire no more than
19.9% of the total outstanding shares of the Common Stock, (iv) not initiate the
solicitation of proxies or any shareholder vote with respect to the Common Stock
in opposition to the recommendations of the Board of Directors on any matter
(except certain "anti-takeover" measures proposed by the Board of Directors), or
(v) not initiate any legal action against the Company or its Directors.
In accordance with the Standstill and Settlement Agreement, the Company
agreed for a period of one year, among other things, to (i) appoint two Bisco
nominees to the Company's Board of Directors and nominate and vote for such
nominees for election at the 1998 Annual Meeting of Shareholders, (ii) dismiss
without prejudice litigation claims previously filed against Bisco, (iii) amend
the Company's Rights Agreement (as described above) to increase from 15% to 20%
(with respect to Bisco only) the percentage of the Common Stock which would
trigger the distribution of Rights under the Rights Agreement, (iv) allow Bisco
to acquire up to 19.9% of the Common Stock through a purchase of 141,340 shares
directly from the Company at the average closing price of the Common Stock over
the ten trading days preceding the stock sale and (v) grant Bisco a limited
release from claims, damages or actions arising from certain actions by Bisco
prior to the date of the Standstill and Settlement Agreement subject to certain
limitations.
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 1998 all filing requirements applicable to its reporting officers,
directors and greater than ten percent beneficial owners were timely satisfied.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
The Executive Compensation Committee (the "Committee"), currently
consisting of Directors Ceiley, 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 1998 for its executive officers
consisted of base salary and stock option grants. The Committee (with Mr.
Christman abstaining) determined the salary level for the Company's Chief
Executive Officer. The Chief Executive Officer, in consultation with the
Committee, made decisions regarding salary recommendations regarding stock
option grants to other executive officers of the Company.
8
<PAGE> 13
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 1998, 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.
CEO Compensation
Pursuant to an Employment Agreement entered into by the Company in January
1998, Mr. Christman received an annual salary of $130,000 in 1998. In January
1998, the Committee revised Mr. Christman's Employment Agreement to include a
change in control payment provision and in November 1998 extended the Agreement
through January 2000. The Committee believed that the change in control
provision was necessary due to uncertainties created by the Company's
exploration of strategic options with an investment banking firm. 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,
Glen F. Ceiley
Lewis E. Christman, Jr.
Joseph M. Glickstein, Jr.
Richard M. Gray
9
<PAGE> 14
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 $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------- ------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($)(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 $1,625 to the Company's 401(k) Plan on behalf of Mr.
Christman to match a portion of his deferred contributions in 1998, 1997,
and 1996, respectively.
OPTION EXERCISES AND YEAR-END OPTION VALUE
The following table sets forth information concerning the number and value
of unexercised options to purchase the Company's Common Stock held by Mr.
Christman at fiscal year end.
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR, AND YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS AT IN-THE-MONEY
FISCAL OPTIONS AT FISCAL
YEAR-END(#) YEAR-END($)
SHARES ACQUIRED VALUE ------------- -----------------
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME IN 1998(#) ($) UNEXERCISABLE UNEXERCISABLE(1)
---- --------------- -------- ------------- -----------------
<S> <C> <C> <C> <C>
Lewis E. Christman, Jr....................... -- -- 40,000 / -- -- / --
</TABLE>
- ---------------
(1) Market value of underlying securities at year end ($.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
10
<PAGE> 15
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.
In January 1998, the Company entered into a two-year employment agreement
with its Chief Financial Officer, Edward B. Alexander and in November 1998
increased his base compensation to $100,000 per year. Mr. Alexander is also
eligible for medical, disability and other benefits in accordance with Company
policy and such stock options as may be granted by the Board of Directors from
time to time. The agreement further provides that Mr. Alexander 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).
This employment agreement also contains a change in control provision
enabling Mr. Alexander to resign from the Company upon a Change in Control of
the Company (as defined in such 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 any Change in Control (the "Trigger Date"). If Mr. Alexander does not
elect to resign, the agreement provides that (a) the Company will continue to
employ Mr. Alexander 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.
The election of the Bisco slate of Directors would constitute a Change in
Control under Messrs. Christman's and Alexander's Employment Agreements.
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.
11
<PAGE> 16
This graph assumes that $100 was invested on January 1, 1994 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.
<TABLE>
<CAPTION>
Media
General
Measurement Period The Restaurant NASDAQ
(Fiscal Year Covered) Company Index Market Index
<S> <C> <C> <C>
12/31/93 100 100 100
12/31/94 56.26 87.80 104.99
12/31/95 156.26 123.49 136.18
12/31/96 125.00 124.92 169.23
12/31/97 118.76 128.51 207.00
12/31/98 37.50 174.99 291.96
</TABLE>
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 1999.
The firm of Deloitte & Touche, LLP, served as the independent accountants for
the Company for the fiscal year ending December 30, 1998. 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 2000 Annual Meeting of
Shareholders must be received by the Company (addressed to the attention of the
Secretary) not later than February 11, 2000 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
12
<PAGE> 17
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, directors, officers, and certain
employees regularly employed by the Company (who will receive no compensation in
addition to their regular compensation for these services) may solicit proxies
by mail, telephone, facsimile and other electronic means.
The Company has also retained CIC, at an estimated fee of $10,000 plus
reasonable disbursements, postage, filing fees, courier charges, data
transmissions and other expenses approved by the Company, to assist in the
solicitation of proxies.
The Company is endeavoring to limit its expenditures in connection with
this proxy contest. Total amount estimated to be spent in connection with this
solicitation is $20,000, of which approximately $6,000 has been spent to date.
This amount includes expenditures for legal services, solicitors, postage,
printing and related expenses but excludes amounts normally expended in
soliciting for an election of directors in the absence of a contest and costs
represented by salaries and wages of regular employees and officers. The total
amount to be spent will vary depending upon, among other things, any
developments that may occur in the proxy contest described in this Proxy
Statement.
The Company may request brokerage houses, banks, custodians 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.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
The directors of the Company may be deemed to be participants in the
solicitation of proxies on behalf of the Company. Certain information with
respect to such participants is set forth in Annex A to this Proxy Statement.
Information regarding each director's present principal occupation or
employment, beneficial and record ownership of the Company's securities, certain
transactions with the Company and future employment arrangements with the
Company, is set forth under the captions "Biographical and Ownership Information
on Nominees for Director", "Securities Ownership of Certain Beneficial Owners
and of Management", "Compensation Committee Interlocks and Insider
Participation", "Certain Relationships and Related Transactions" and "Employment
Agreements".
Except for the employment agreements with Messrs. Christman and Alexander
described under the caption "Employment Agreements", no director or their
associates has any understanding or arrangement with any person with respect to
any future employment by the Company or its affiliates or with respect to any
future transaction to which the Company or any of its affiliates will or may be
a party.
Except for the Standstill and Settlement Agreement described under the
caption "Standstill and Settlement Agreement", options granted to directors
described under the caption "Director Compensation" and options granted under
the Long Term Incentive Plan described above, none of the foregoing persons is,
or was within the past year, a party to any contract, arrangement or
understanding with any person with respect to securities of the Company.
13
<PAGE> 18
IMPORTANT
THE COMPANY'S BOARD OF DIRECTORS URGES YOU TO SIGN, DATE AND RETURN TODAY
THE WHITE PROXY CARD IN THE ENCLOSED POSTAGE PREPAID ENVELOPE. DO NOT RETURN THE
GOLD PROXY CARD SENT TO YOU BY BISCO.
If you have already signed Bisco's proxy card, you can revoke it by
signing, dating and mailing the enclosed WHITE proxy card in the enclosed
envelope. The latest dated proxy card is the one that counts. Regardless of the
number of shares that you own, your vote is very important.
If your shares are held through a bank, broker, nominee or other
representative, only that entity may execute a proxy. Please contact the
representative for your account and request the representative to execute the
WHITE proxy card on your behalf.
If you require any assistance, please call CIC at (877) 460-9331
By Order of the Board of Directors
/s/ Lewis E. Christman, Jr.
Lewis E. Christman, Jr.
President and CEO
Dated: June 11, 1999
14
<PAGE> 19
ANNEX A
TRADING INFORMATION REGARDING PARTICIPANTS
The following table sets forth information with respect to all purchases
and sales of shares by the Company's directors during the past two years:
<TABLE>
<CAPTION>
NUMBER OF
SHARES
NAME TRADE DATE BOUGHT SOLD
- ---- ---------- --------- ------
<S> <C> <C> <C>
Edward B. Alexander....................... December 30, 1998 1,000
December 31, 1998 1,500
Glen F. Ceiley............................ May 19, 1997 66,160(2)
May 21, 1997 1,200(1)
June 10, 1997 930(1)
June 12, 1997 2,000(1)
July 1, 1997 500(1)
October 3, 1997 900(1)
October 8, 1997 2,400(2)
October 14, 1997 657(2)
October 14, 1997 500(2)
October 15, 1997 4,000(2)
October 16, 1997 2,550(2)
October 17, 1997 1,300(2)
October 20, 1997 1,200(2) 10,000(1)
October 21, 1997 1,740(2)
October 22, 1997 3,560(2)
October 27, 1997 1,929(2)
October 28, 1997 1,171(2)
November 3, 1997 140(2)
November 4, 1997 5,400(2)
November 6, 1997 2,000(2)
November 7, 1997 3,200(2)
November 12, 1997 2,800(2)
November 12, 1997 3,600(2)
November 13, 1997 200(1)
November 14, 1997 4,400(1)
November 14, 1997 2,000(2)
November 17, 1997 200(2)
November 20, 1997 440(2)
November 21, 1997 4,360(2)
November 24, 1997 500(2)
December 5, 1997 5,560(2)
December 10, 1997 3,440(2)
December 11, 1997 900(2)
December 12, 1997 600(2)
December 16, 1997 1,744(2)
December 17, 1997 1,145(2)
December 18, 1997 6,660(2)
December 19, 1997 4,340(2)
December 19, 1997 360(3)
December 22, 1997 5,300(2)
December 23, 1997 181(2)
</TABLE>
15
<PAGE> 20
<TABLE>
<CAPTION>
NUMBER OF
SHARES
NAME TRADE DATE BOUGHT SOLD
- ---- ---------- --------- ------
<S> <C> <C> <C>
December 24, 1997 562(2)
December 29, 1997 2,590(2)
December 30, 1997 4,325(2)
December 31, 1997 1,220(2)
January 5, 1998 1,500(2)
January 7, 1998 1,460(2)
January 8, 1998 1,100(2)
January 12, 1998 1,211(2)
January 15, 1998 2,100(2)
January 16, 1998 620(2)
January 21, 1998 2,140(2)
January 22, 1998 4,400(2)
January 23, 1998 800(1)
January 23, 1998 3,400(2)
January 26, 1998 200(3)
January 27, 1998 2,000(2)
January 27, 1998 600(3)
January 29, 1998 40(2)
January 30, 1998 3,288(2)
February 3, 1998 1,500(2)
February 5, 1998 400(2)
February 11, 1998 2,000(2)
February 13, 1998 400(2)
February 26, 1998 141,340(2)
Lewis E. Christman, Jr.................... None None
Jay Conzen................................ None None
Joseph M. Glickstein, Jr.................. January 21, 1998 3,426
January 26, 1999 1,800
March 8, 1999 10,661(4)
Richard M. Gray........................... January 21, 1998 3,426
February 2, 1999 1,800
February 20, 1999 10,661(4)
G. Alan Howard............................ December 11, 1998 7,500
February 24, 1999 12,461(4)
</TABLE>
- ---------------
(1) Transactions by Glen F. Ceiley.
(2) Transactions by Bisco Industries, Inc.
(3) Transactions by Bisco Industries, Inc. Profit Sharing and Savings Plan.
(4) Exercise of stock options.
16
<PAGE> 21
ADDITIONAL INFORMATION REGARDING PARTICIPANTS
The following table sets forth the name and principal business address of
each director which is also the address of the corporation or other organization
employing the director. (Their principal occupations and the name and principal
business of their employer are set forth in the Proxy Statement.)
Edward B. Alexander. Family Steak Houses of Florida, Inc., 2113
Florida Boulevard, Neptune Beach, Florida 32266.
Glen F. Ceiley. Bisco Industries, Inc., 704 West Southern Ave,
Orange, California 92865
Lewis E. Christman, Jr. Family Steak Houses of Florida, Inc., 2113
Florida Boulevard, Neptune Beach, Florida 32266.
Jay Conzen. Jay Conzen Investments, 704 West Southern Ave, Orange,
California 92865
Joseph M. Glickstein, Jr. Glickstein & Glickstein, P.A., 444 Third
Street, Neptune Beach, Florida 32266
Richard M. Gray. Gray & Kelley, CPAs, 1829 Selva Grande Drive,
Atlantic Beach 32233
G. Alan Howard. Homeside Lending, 7301 Baymeadows Way, Jacksonville,
Florida 32256
17
<PAGE> 22
Appendix A
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 June 4, 1999, at the 1999 Annual Meeting of Shareholders
of the Company, to be held at 10:00 a.m. on July 21, 1999, 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> 23
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
Please mark your votes as indicated in this example [X]
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. PLEASE MARK THE
"FOR" BOX, SIGN, DATE AND MAIL THIS WHITE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
The undersigned hereby revokes any proxy heretofore given with respect to its
Stock and acknowledges receipt of the Notice of Annual Meeting and Proxy
Statement dated June 11, 1999.
- -------------------------------------------------------------------------------
Signature(s)
- -------------------------------------------------------------------------------
Signature(s)
- -------------------------------------------------------------------------------
Title or Capacity
DATED: , 1999
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. If a corporation, please sign in the full corporate name by a duly
authorized officer stating his or her title. If a partnership, please sign in
the partnership name by an authorized person. Personal representatives,
executors, guardians and others signing in a representative capacity should give
full title. This proxy shall vote all shares to which the signatory is entitled.
PLEASE RETURN PROMPTLY IN THE ACCOMPANYING ENVELOPE.
FOLD AND DETACH HERE
