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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
All American SemiConductor, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
CUSIP Number: 0165571
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)
May 10, 2000
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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: ( )
Page 1 of 14 Pages
Exhibit Index on Page 8.
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SCHEDULE 13D
CUSIP No. 0165571
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 400
Owned By
Each 8. Shared Voting Power
Reporting
Person 211,500 shares of Common Stock (See Item 5)
With
9. Sole Dispositive Power
400
10. Shared Dispositive Power
211,500 shares of Common Stock (See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
211,900 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)
5.3%
14. Type of Reporting Person
IN
Page 2 of 14 Pages
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SCHEDULE 13D
CUSIP No. 0165571
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 154,600 shares of Common Stock (See Item 5)
Owned By
Each
Reporting 8. Shared Voting Power
Person
With 0
9. Sole Dispositive Power
154,600 shares of Common Stock (See Item 5)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
154,600 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)
3.9%
14. Type of Reporting Person
CO
Page 3 of 14 Pages
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SCHEDULE 13D
CUSIP No. 0165571
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 42,800 shares of Common Stock (See Item 5)
Owned By
Each
Reporting 8. Shared Voting Power
Person
With 0
9. Sole Dispositive Power
42,800 shares of Common Stock (See Item 5)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
42,800 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)
1.1%
14. Type of Reporting Person
EP
Page 4 of 14 Pages
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SCHEDULE 13D
CUSIP No. 0165571
1. Name of Reporting Person
Family Steak Houses of Florida, 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
Florida
Number of 7. Sole Voting Power
Shares
Beneficially 14,100 shares of Common Stock (See Item 5)
Owned By
Each
Reporting 8. Shared Voting Power
Person
With 0
9. Sole Dispositive Power
14,100 shares of Common Stock (See Item 5)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
14,100 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)
.3%
14. Type of Reporting Person
CO
Page 5 of 14 Pages
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Item 1. Security and Issuer
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This statement relates to shares of common stock, $.01 par value per share
(the "Shares"), of All American Semiconducter, Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 16115
Northwest 52/nd/ Avenue, Miami, Florida.
ITEM 2. Identity and Background
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(a) - (c), (f). This Schedule 13D is being filed by Mr. Glen F. Ceiley
("Mr. Ceiley"), Bisco Industries, Inc., an Illinois corporation ("Bisco"), the
Bisco Industries, Inc. Profit Sharing and Savings Plan (the "Plan"), and Family
Steak Houses of Florida, Inc. ("FSH") Mr. Ceiley, Bisco, the Plan, and FSH are
hereinafter collectively referred to as the "Reporting Persons."
Mr. Ceiley's principal employment is Chief Executive Officer 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.
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.
FSH's principal business is the ownership and operation in the State of
Florida of franchised Ryan's Family Steak House restaurants. FSH is a Florida
corporation. Its principal office is located at 2113 Florida Boulevard, Neptune
Beach, FL 32266.
(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 judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgement, 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.
Page 6 of 14 pages
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Item 3. Source and Amount of Funds or Other Consideration
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Mr. Glen Ceiley purchased directly 400 shares for a total
consideration of $5,544.95 from his personal funds. FSH purchased 14,100 shares
for a total consideration of $187,473.55 from its working capital. Bisco
purchased 154,600 shares for a total consideration of $2,049,374.65. Bisco paid
for such Shares from its working capital, including funds made available in the
ordinary course of business under its working capital credit facility. The Plan
purchased 42,800 shares for a total consideration of $585,292.41 using funds
held in the Plan for investment purposes.
Item 4. Purpose of Transaction
----------------------
The Reporting Persons acquired the Shares to obtain an equity position
in the Issuer. The Reporting Persons presently consider the Shares an attractive
investment and intend to review their investment on an ongoing basis. Such
continuing review may result in the Reporting Persons acquiring additional
Shares in the open market or in privately negotiated transactions, maintaining
their holdings at current levels or 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
availability of Shares for purchase and 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; the availability of funds for
the purchase of additional Shares; the actions of the management and Board of
Directors of the Issuer; and other future developments.
Page 7 of 14 pages
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Item 5. Interest in Securities of the issuer
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(a) As of the close of business on May 12, 2000 the Reporting Persons
owned in the aggregate, 211,900 Shares, which represent approximately 5.3% of
the 3,996,131 Shares outstanding as of May 8, 2000 as reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000. In
accordance with the Rule 13d-5 (b) (1) of the General Rules and regulations
under the securities Exchange Act of 1934, as amended, each of Mr. Glen Ceiley,
individually and as Trustee of the Plan, the Plan, Bisco and FSH 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 close of business on May 12, 2000, (i) Mr. Glen Ceiley beneficially
owned an aggregate of 211,900 Shares, of which 400 shares were owned by Mr.
Ceiley individually, 154,600 Shares were owned by Bisco, of which Mr. Glen
Ceiley is the sole stockholder and President, and 42,800 Shares were held by
Mr. Glen Ceiley as sole Trustee of the Plan, and (ii) FSH, owned 14,100 Shares.
(b) Mr. Glen Ceiley has the sole power to vote and to dispose of the
Shares owned by the Plan and Bisco.
(c) Since the Reporting Persons most recent filing on 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 I attached hereto and
incorporated herein by reference.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer.
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Not Applicable
Item 7. Material to be Filed as Exhibits
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Exhibit 1. Joint Filing Agreement dated as of May 12, 2000.
Page 8 of 14 pages
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SCHEDULE I
The Reporting Persons have engaged in the following transactions in Shares
during the past 120 days. All transactions involved purchases of Shares on the
NASDAQ.
TRANSACTION NUMBER OF PRICE
DATE SHARES PER SHARE* PURCHASER
- ------------- ----------- ----------- -----------
1/27/00 4,200 9.3481 BISCO
3/8/00 1,600 7.4530 BISCO
3/9/00 25,750 15.0175 BISCO
3/10/00 20,000 14.1343 BISCO
3/10/00 12,000 14.1267 PLAN
3/10/00 7,000 14.1278 FSH
3/10/00 400 13.8624 G CEILEY
3/13/00 14,400 13.5595 BISCO
3/17/00 14,150 15.4492 BISCO
3/17/00 400 15.6124 FSH
3/17/00 5,000 15.5665 PLAN
3/20/00 9,000 14.0114 PLAN
3/23/00 2,000 11.6350 FSH
3/28/00 3,000 13.6081 PLAN
3/28/00 14,000 13.5649 BISCO
4/20/00 3,000 11.6273 PLAN
4/27/00 5,100 11.5375 BISCO
5/3/00 3,600 12.6690 BISCO
5/3/00 4,000 12.6682 PLAN
5/4/00 300 12.5665 BISCO
5/4/00 4,700 12.5667 FSH
5/8/00 24,500 12.6317 BISCO
5/8/00 4,900 12.5653 PLAN
5/9/00 1,900 12.5730 PLAN
5/9/00 12,000 11.8820 BISCO
5/10/00 15,000 10.9832 BISCO
* INCLUDING COMMISSIONS
Page 9 of 14 pages
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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: May 12, 2000
/s/ Glen F. Ceiley
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Name: Glen F. Ceiley
Page 11 of 14 pages
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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: May 12, 2000
Bisco Industries, Inc.
/s/ Glen F. Ceiley
---------------------------------
Name: Glen F. Ceiley
Title: President
Page 12 of 14 pages
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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: May 12, 2000
Bisco Industries, Inc.
Profit Sharing And Savings Plan
/s/ Glen F. Ceiley
_______________________________
Name: Glen F. Ceiley
Title: Trustee
Page 13 of 14 Pages
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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: May 12, 2000
Family Steak Houses of Florida, Inc.
/s/ Glen F. Ceiley
---------------------------------
Name: Glen F. Ceiley
Title: Chairman
Page 14 of 14 pages
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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 an Schedule 13D (including
amendments thereto) with respect to the common stock. $.01 par value (the
"Common Stock"), of All American Semiconductor, Inc., a Delaware 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 May 12,
2000.
/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: CEO
Bisco Industries, Inc.
Profit Sharing and Savings Plan
/s/ GLEN F. CEILEY
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Name: Glen F. Ceiley
Title: Trustee
Family Steakhouses of Florida, Inc.
/s/ GLEN F. CEILEY
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Name: Glen F. Ceiley
Title: Chairman
Page 10 of 14 pages
