-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HWXghNnOcdPqVuD3zwquuiD9mUsze/9UUGidyqI9zyPrvtb+IU0M5LcPuwJXMkvo 77/0RYK27yzFa59XMEYVyg== 0000898430-96-005894.txt : 19961227 0000898430-96-005894.hdr.sgml : 19961227 ACCESSION NUMBER: 0000898430-96-005894 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961226 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FAMILY STEAK HOUSES OF FLORIDA INC CENTRAL INDEX KEY: 0000784539 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 592597349 STATE OF INCORPORATION: FL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38304 FILM NUMBER: 96686216 BUSINESS ADDRESS: STREET 1: 2113 FLORIDA BLVD STREET 2: STE A CITY: NEPTUNE BEACH STATE: FL ZIP: 32266 BUSINESS PHONE: 9042494197 MAIL ADDRESS: STREET 2: 2113 FLORIDA BLVD STE A CITY: NEPTUNE BEACH STATE: FL ZIP: 32266 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BISCO INDUSTRIES INC CENTRAL INDEX KEY: 0001029296 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: IL FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 704 W SOUTHERN AVENUE CITY: ORANGE STATE: CA ZIP: 92865 BUSINESS PHONE: 7142837140 MAIL ADDRESS: STREET 1: 704 W SOUTHERN AVENUE CITY: ORANGE STATE: CA ZIP: 92865 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ SCHEDULE 13D 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) December 16, 1996 ------------------------------------ (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 12 Pages Exhibit Index on Page 7. 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 99,300 shares of Common Stock Owned By Each 8. Shared Voting Power Reporting Person 481,900 shares of Common Stock (See Item 5) With 9. Sole Dispositive Power 99,300 shares of Common Stock 10. Shared Dispositive Power 481,900 shares of Common Stock (See Item 5) 11. Aggregate Amount Beneficially Owned by Each Reporting Person 581,200 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 12 Pages 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 118,300 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 118,300 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 118,300 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 CO Page 3 of 12 Pages 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 363,600 shares of Common Stock (See Item 5) Owned By Each Reporting 8. Shared Voting Power Person With 0 9. Sole Dispositive Power 363,600 shares of Common Stock (See Item 5) 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 363,600 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) 3.3% 14. Type of Reporting Person EP Page 4 of 12 Pages Item 1. Security and Issuer ------------------- This statement relates 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 principal executive offices of the Issuer are located at 2113 Florida Blvd., Neptune Beach, Florida 32266. Item 2. Identity and Background ----------------------- (a)-(c), (f). This statement is being filed by Mr. Glen F. Ceiley ("Mr. Ceiley"), Bisco Industries, Inc., an 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." 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 its sole director and executive officer. 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. Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- Mr. Ceiley purchased directly 99,300 Shares for a total consideration of $69,000.17 from his personal funds. Bisco purchased 118,300 shares for a total consideration of $70,695.69. 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 363,600 shares for a total consideration of $206,490.46 using funds held in the Plan for investment purposes. Page 5 of 12 Pages 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. The Reporting Persons also are presently assessing whether to acquire a more significant equity stake or controlling interest in the Issuer, with a view toward proposing to the Issuer's Board of Directors strategic alternatives to improve the Issuer's performance and enhance shareholder value. Depending on their ability to increase their ownership of Shares and their continuing assessment of the factors enumerated above (including the Issuer's financial condition, market conditions and the actions of the management and Board of Directors of the Issuer), 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 or solicit proxies or consents for the election of one or more of their representatives as directors of the Issuer. As part of their ongoing review, the Reporting Persons may have discussions with third parties, including other shareholders, or with management of the Issuer regarding any or all of the foregoing matters. There can be no assurance that the Reporting Persons (or any of there 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. Page 6 of 12 Pages Item 5. Interest in Securities of the Issuer ------------------------------------ (a) As of the close of business on December 18, 1996, the Reporting Persons owned in the aggregate, 581,200 Shares, which represent approximately 5.3% of the 10,920,700 Shares outstanding as of November 11, 1996 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended October 2, 1996. 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 December 18, 1996, Mr. Ceiley beneficially owned an aggregate of 581,200 Shares, of which 99,300 Shares were owned by Mr. Ceiley individually, 118,300 Shares were owned by Bisco, of which Mr. Ceiley is the sole stockholder and President, and 363,600 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) 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. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ----------------------------------------------------------------------- Not Applicable Item 7. Material to be Filed as Exhibits ------------------------------------------ Exhibit 1. Joint Filing Agreement dated as of Page Number December 26, 1996. 12 Page 7 of 12 Pages 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: December 26, 1996 Glen F. Ceiley -------------------------- Name: Glen F. Ceiley Page 8 of 12 pages 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: December 26, 1996 Bisco Industries, Inc. Glen F. Ceiley --------------------------------- Name: Glen F. Ceiley Title: President Page 9 of 12 pages 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: December 26, 1996 Bisco Industries, Inc. Profit Sharing And Savings Plan Glen F. Ceiley _______________________________ Name: Glen F. Ceiley Title: Trustee Page 10 of 12 Pages SCHEDULE 1 The Reporting Persons have engaged in the following transactions in Shares during the past 60 days. All transactions involved purchases of Shares on the NASDAQ.
Transaction Number of Price Date Shares Per Share* Purchaser - ----------- ----------- ----------- ----------- 10-18-96 25,000 $ .5312 Plan 10-23-96 1,100 .50 Plan 10-24-96 50,000 .50 Plan 10-29-96 3,200 .50 Bisco 11-01-96 25,000 .5312 Plan 11-05-96 500 .5312 Bisco 11-08-96 43,900 .5625 Bisco 11-18-96 60,000 .5312 Plan 11-26-96 68,500 .5937 Plan 12-06-96 50,000 .5625 Plan 12-16-96 4,500 .5625 Bisco 12-17-96 2,000 .59375 Plan 12-18-96 30,000 .65625 Plan
* Excluding commissions Page 11 of 12 pages 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 December 26, 1996. /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 Page 12 of 12 Pages -----END PRIVACY-ENHANCED MESSAGE-----