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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D (AMENDMENT NO. 12)
Under the Securities Exchange Act of 1934
Family Steak Houses of Florida, Inc.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
CUSIP Number: 307059105
Glen F. Ceiley
Bisco Industries, Inc.
704 W. Southern Ave.
Orange, CA 92865
(714) 283-7140
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 21, 1999
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(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 454,829 shares of Common Stock (See Item 5)
With
9. Sole Dispositive Power
22,494 shares of Common Stock
10. Shared Dispositive Power
454,829 shares of Common Stock (See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
477,323 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)
19.8%
14. Type of Reporting Person
IN
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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 350,031 shares of Common Stock (See Item 5)
Owned By
Each
Reporting 8. Shared Voting Power
Person
With 0
9. Sole Dispositive Power
350,031 shares of Common Stock (See Item 5)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
350,031 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
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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)
4.3%
14. Type of Reporting Person
EP
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Item 1. Security and Issuer
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This Amendment No. 12 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 4. Purpose of Transaction
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Item 4 of this Schedule is amended to add the following:
On July 21, 1999, at the Issuer's Annual Meeting of Shareholders, Glen
F. Ceiley, Jay Conzen, Stephen Catanzaro, and William L. Means were elected
(collectively referred to as "the Bisco directors") to the Issuer's Board of
Directors. The other directors resigned effective upon the election of the Bisco
directors. Therefore, the Bisco directors constitute the Issuer's entire Board
of Directors, and there are currently three vacancies on the Issuer's Board.
At a meeting of the Board of Directors following the annual meeting,
the Board approved the redemption by the Issuer of its outstanding "poison
pill." The record date for the redemption of the rights is August 16, 1999. The
Board also approved a resolution providing that Florida's Control Share statue
will not apply to further acquisitions of shares of the Issuer's common stock by
Mr. Ceiley, Bisco Industries, Inc. or their affiliates. Mr. Ceiley had
previously indicated to the Board that he was interested in acquiring an
additional 10% interest in the company in open market transactions or privately
negotiated purchases.
The Reporting Persons presently consider the Shares an attractive
investment and currently intend to hold the Shares they own and to acquire more
Shares. However, the Reporting Persons will continue to review their investment
in the Shares on an ongoing basis. Such continuing review may result in the
Reporting Persons selling all or a portion of their holdings in the open market
or in privately negotiated transactions. Any such actions the Reporting Persons
undertake will be dependent upon, among other things, the price levels of such
Shares; general market and economic conditions; on-going evaluation of the
Issuer's business, financial condition, operations and prospects; the relative
attractiveness of alternative business and investment opportunities; and other
future developments.
As stated in Bisco's definitive proxy statement filed with the
Securities and Exchange Commission on June 8, 1999, the Reporting Persons intend
to execute an acquisition/investment program in the electronic components and
fastener distribution industries and to effect this strategy using the Issuer's
cash resources that would be available after the sale of the Issuer's restaurant
operations. Acquisitions or investment opportunities outside the distribution
industry will be considered if they offer substantial financial rewards at
acceptable risk levels. While Bisco and the Reporting Persons believe such an
acquisition program will be very beneficial to the Issuer and shareholder value,
there can be no assurance that the Issuer will be able to successfully implement
its strategy or that it will result in an increase in shareholder value.
Although the Reporting Persons' strategies involve the sale of the
restaurant operations of the Issuer and the acquisition of companies in the
electronic components and fastener distribution industries, the Reporting
Persons presently have no agreements, arrangements or understanding with any
third party with respect to the sale of the Issuer's restaurant operations or
any other business combination involving the Issuer, nor have the Reporting
Persons identified any specific company in which the Issuer could invest the
proceeds after a sale of the restaurant operations.
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The Reporting Persons have no present intention to seek to acquire the
entire equity interest in the Issuer or to consummate a merger or other business
combination transaction between the Issuer and the Reporting Persons or any of
their affiliates. However, depending upon their continuing assessment of the
factors enumerated above, the Reporting Persons may seek to propose an
acquisition of all or part of the Issuer or another extraordinary corporate
transaction involving the Issuer or the sale of a material amount of assets of
the Issuer. There can be no assurance that the Reporting Persons (or any of
their affiliates) will take any of the actions described above with respect to
the Shares or the Issuer. Although the foregoing reflects activities presently
contemplated by the Reporting Persons with respect to the Issuer, the foregoing
is subject to change at any time.
Except as set forth above, the Reporting Persons have no present plans
or intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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Item 5. Interest in Securities of the Issuer
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Item 5 of the Schedule is amended as follows:
(a) As of the close of business on July 29, 1999, the Reporting Persons
owned in the aggregate, 477,323 Shares, which represent approximately 19.8% of
the 2,409,029 Shares outstanding as of May 31, 1999 (as represented to the
Reporting Persons by the Issuer in the Form 10Q dated May 31, 1999). In
accordance with Rule 13d-5 (b) (1) of the General Rules and regulations under
the Securities Exchange Act of 1934, as amended, each of Mr. Ceiley,
individually and as Trustee of the Plan, the Plan and Bisco may be deemed to
have acted as a group and such group may be deemed to have acquired beneficial
ownership of Shares beneficially owned by any of such persons.
As of the close of business on July 29, 1999, Mr. Ceiley beneficially
owned an aggregate of 477,323 Shares, of which 22,494 Shares were owned by Mr.
Ceiley individually, 350,031 Shares were owned by Bisco, of which Mr. Ceiley is
the sole stockholder and President, and 104,798 Shares were held by Mr. Ceiley
as sole Trustee of the Plan.
(b) Mr. Ceiley has the sole power to vote and dispose of the Shares
which he owns individually and the power to vote and to dispose of the Shares
owned by the Plan and Bisco.
(c) Since February 26, 1998, the last day on which a transaction in the
Shares by the Reporting Persons was reported on the Schedule 13D, the Reporting
Persons purchased and sold Shares in the manner, in the amounts, on the dates
and at the prices set forth on Schedule 1 attached hereto and incorporated
herein by reference.
(d) Not applicable
(e) Not applicable
Item 6. Material to be Filed as Exhibits
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Page Number
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Exhibit 1. - Joint Filing Agreement dated as of
January 21, 1997 11
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SIGNATURE
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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: July 29, 1999
/s/ Glen F. Ceiley
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Name: Glen F. Ceiley
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SIGNATURE
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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: July 29, 1999
Bisco Industries, Inc.
/s/ Glen F. Ceiley
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Name: Glen F. Ceiley
Title: President
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SIGNATURE
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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: July 29, 1999
Bisco Industries, Inc.
Profit Sharing And Savings Plan
/s/ Glen F. Ceiley
_______________________________
Name: Glen F. Ceiley
Title: Trustee
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EXHIBIT 1
JOINT FILING AGREEMENT
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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
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Glen F. Ceiley
Bisco Industries, Inc.
/s/ GLEN F. CEILEY
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Name: Glen F. Ceiley
Title: President
Bisco Industries, Inc.
Profit Sharing and Savings Plan
/s/ GLEN F. CEILEY
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Name: Glen F. Ceiley
Title: Trustee
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SCHEDULE 1
The Reporting Persons have engaged in the following transactions in
Shares since February 26, 1998, the last day on which a transaction in the
Shares by the Reporting Persons was reported on the Schedule 13D.
<TABLE>
<CAPTION>
Transaction Number of Price
Date Shares Per Share* Purchaser
- ----------- --------- ---------- ---------
<S> <C> <C> <C>
6-22-99 2,000 1.1250 Bisco
7-01-99 2,000 1.1875 Bisco
7-12-99 1,800 1.1875 Bisco
7-13-99 200 1.1875 Bisco
</TABLE>
* Excluding commissions
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