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Eaco Corp – ‘DEFC14A’ on 5/1/97 re: Eaco Corp

As of: Thursday, 5/1/97 · Accession #: 1018893-97-9 · File #: 0-14311

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/01/97  Eaco Corp                         DEFC14A                1:104K Eaco Corp                         Jones & Danz Fi… Comm/FA

Definitive Proxy Solicitation Material — Contested Solicitation — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFC14A     Definitive Proxy Solicitation Material --             37    134K 
                          Contested Solicitation

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Background on the Control Share Act Consent Procedure, The Poison Pills Potential Anti-takeover Effect of Board Action Reasons for Adopting the Rights Agreement Rights of Dissenting Shareholders The Consent Procedure
1	1st Page - Filing Submission
19	Background on the Control Share Act
20	Reasons for Adopting the Rights Agreement
26	Potential Anti-takeover Effect of Board Action
27	The Consent Procedure
28	Rights of Dissenting Shareholders
37	Poison Pills

DEFC14A 1st Page of 37 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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:                                                      
[   ]    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                                 

FAMILY STEAK HOUSES OF FLORIDA, INC.
(Name of Registrant as Specified in its Charter)

FAMILY STEAK HOUSES OF FLORIDA, INC.
(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 14-6(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 of 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:                                            

DEFC14A 2nd Page of 37 TOC 1st Previous Next ↓Bottom Just 2nd
[LETTERHEAD OF FAMILY STEAK HOUSES OF FLORIDA, INC.]

DEAR SHAREHOLDERS:                                                              

     Over the last few weeks you have  received a number of different  materials
regarding Family Steak Houses of Florida, Inc. (the "Company").  I would like to
take a moment of your  time to review  those  items  and  summarize  for you the
position of your Board of Directors.                                            

     First, you received the offer by Bisco Industries,  Inc. ("Bisco"),  to buy
up to 2,600,000  shares of the Company's  stock at $.90 per share (the "Offer"),
subject to a variety of  conditions.  You will recall that the Offer did not pay
to you any "control  premium." In fact, the Offer included a mere $.02 per share
premium over the closing price of our stock the day before the Offer. This is in
spite of the fact  that the  Offer,  if  successful,  would  give  Bisco and its
president, Glen F. Ceiley, 30% of the outstanding shares of the Company's common
stock and effective control over your Company.                                  

     Then,  you received  the Board's  recommendation  to reject the Offer.  The
reasons for the Board's recommendation were discussed at length in the Company's
Schedule 14D-9.  Basically,  the Board doesn't believe Bisco's Offer  adequately
reflects the value of the Company's stock. We didn't believe it a month ago, and
we don't believe it now. That's why we made the  recommendation  that you reject
the Offer.                                                                      

     Next,  you received a lengthy  Consent  Solicitation  Statement  from Bisco
("Bisco  Solicitation")  asking for your consent to a number of proposals  which
would amend the Company's Bylaws (the "Bisco Proposals"). As Bisco admits in the
Bisco  Solicitation,  the main reason it is seeking  your  consent for the Bisco
Proposals is so that it can consummate the Offer.  BISCO DOES NOT WANT TO CHANGE
THE COMPANY'S  BYLAWS TO BENEFIT YOU - THE BISCO  PROPOSALS ARE STRICTLY FOR ITS
OWN BENEFIT.                                                                    

     After  careful  consideration,  your Board  recommends  that you reject the
Bisco Proposals,  just as you rejected their Offer. In their communications with
you, they claim that they are seeking to maximize  shareholder  value.  However,
your Board does not believe  Ceiley has the  qualifications  or experience to do
so.  Rather,  your Board  believes  that Ceiley and Bisco seek nothing  short of
control of your Company for their own benefit.                                  

 IS BISCO REALLY ACTING IN YOUR BEST INTEREST?

     Bisco and Ceiley say they are only seeking to maximize  shareholder  value.
Are they?  Before you decide  whether  to turn over  control of your  Company to
Ceiley, let's examine his credentials:                                          

-    Ceiley has no experience in the restaurant business.                       

-    Ceiley has no experience  running a publicly held  corporation  that has to
answer to and protect the interests of all shareholders.              

-    Ceiley has not  offered  any  business  plan on how he intends to  maximize
shareholder value.                                                    

DEFC14A 3rd Page of 37 TOC 1st Previous Next ↓Bottom Just 3rd
-    Ceiley has not  demonstrated the ability to maximize  shareholder  value at
any other company.                                                    

-    Ceiley has failed in two prior  attempts  at  hostile  takeovers  of public
companies.                                                            

     Do these sound like the  credentials of someone you would like to lead your
Company?  How is Ceiley going to maximize  shareholder  value? What does he know
about  your  Company  and its  business?  Your  Company  is back on the  path to
profitability  and  growth.  Your Board does not  believe  that  Ceiley can do a
better job running the Company than current management.                         

WHAT IS THE REAL REASON CEILEY WANTS YOUR COMPANY?

     Your  Board  asked  Ceiley  this  question.  We did not get a  satisfactory
answer. Ceiley says he just wants a good return on his investment. Is that true?
While we are pleased to say that we believe the Company's stock is an attractive
investment,  we don't  believe  Ceiley's  motivation  is a good return.  Does it
strike you as more than a little suspicious that a small business owner from Los
Angeles,  California would want to make a $3 million  investment in a restaurant
company  in  Florida,  a business  he admits he knows  nothing  about?  Ceiley's
business is electronics and fasteners.  He is a wholesale  distributor.  He is a
continent  away from this Company and its  operations.  Why does he want control
over your Company?                                                              

     Ceiley  says  that the  Company  is right  when we point  out that he knows
nothing about the  Company's  business.  He says "What's the point?"  Ceiley has
also  said  that he may  seek to  maximize  shareholder  value by  disposing  of
restaurants.  Why would he sell off the Company's only  business?  Why would his
lack of knowledge about the Company's business be irrelevant? Perhaps the answer
to both these questions is that he has no intention of continuing to operate the
Company's  business.  Maybe  Ceiley  just  wants to  control  a  publicly-traded
company.  If Ceiley is allowed to gain control of your Company, he would be free
to access the capital markets for the financing of other ventures.  He says this
is not what he has  planned.  But when the  Board  asked him to commit to such a
restriction  in  a  contract,  he  would  only  limit  himself  for  15  months.
Thereafter,  he would be free to obtain  total  control  of your  Board and your
Company and do as he pleased.  IF YOU AGREE TO THE BISCO PROPOSALS NOW, YOU WILL
BE UNABLE TO STOP HIM IN THE FUTURE. IT WILL BE TOO LATE.                       

 WHAT ARE THE BISCO PROPOSALS?

     The Bisco Proposals are essential  elements in Ceiley's scheme to take over
your  Company.  Because  your Board had the  foresight  to  recognize  that your
Company was vulnerable to the abusive and coercive takeover tactics of corporate
raiders  like  Ceiley,  they  adopted a number of  provisions  that  benefit and
protect  all  shareholders.  Before  Ceiley can pull off his  "COUP",  he has to
attack  these  protections  and  persuade  you to  remove  them.  In  the  Bisco
Solicitation,  he asks for your consent to: 1) eliminate the Shareholder  Rights
Agreement,  2) opt out of the  Florida  Control  Share Act, 3) revoke all bylaws
adopted by your Board since 1985, and 4) require that no bylaw be adopted in the
future without the approval of a majority of all outstanding shares. Please take
a moment to read the  following  and  understand  the impact of what  Ceiley and
Bisco are asking you to do.                                                     

-2- 

DEFC14A 4th Page of 37 TOC 1st Previous Next ↓Bottom Just 4th
THE SHAREHOLDER RIGHTS AGREEMENT                                                

     As many of you know, a  shareholder  rights plan is designed to protect ALL
shareholders from the abusive takeover tactics employed by corporate raiders who
launch tender  offers that don't offer  shareholders  a significant  premium and
don't offer to purchase all shares. Sound familiar?  This is exactly the type of
offer that Ceiley has made.  And it is precisely  the reason your Board  adopted
the Rights  Agreement for your  Company.  Under the Rights  Agreement,  upon the
occurrence  of certain  events,  you will be entitled to receive at little or no
cost  additional  shares  of stock  in the  Company  which  will  increase  your
percentage   of  ownership  in  the  Company   relative  to  Ceiley  and  Bisco.
Simultaneously,  the Rights Agreement would be extremely  dilutive to Ceiley and
Bisco.  The  effect of the Rights  Agreement  is to compel  persons  intent on a
takeover  of the  Company  to  negotiate  with your  Board so that the Board can
obtain the best terms for ALL shareholders, consistent with its fiduciary duty. 

     Ceiley's  offer  has now  been  open  for more  than a  month.  HOLDERS  OF
SEVENTY-FIVE  PERCENT OF THE SHARES HAVE SAID NO TO CEILEY AND BISCO BY REFUSING
TO TENDER YOUR SHARES.  Apparently,  your Board is not alone in its opinion that
the  Offer  from  Ceiley  and  Bisco  does not  represent  a fair  value for all
shareholders.  However,  if you consent to the Bisco Proposals and permit Ceiley
to take away your rights under the Rights Agreement, you will enable him to take
control  of your  Company  without  having  to worry  about  what is in the best
interest of anyone other than himself.                                          

THE FLORIDA CONTROL SHARE ACT                                                   

     The Bisco  Proposals  also seek to have your Company opt out of the Florida
Control  Share Act. This is an additional  protection  your Company  enjoys from
corporate  raiders  and  takeover  artists.  The State of Florida and many other
states  have  adopted  control  share  statutes  which  protect  companies  from
shareholders who accumulate  enough shares to control the company without paying
a premium for that control.  The Company did not apply for this  protection - it
is afforded to all public companies in Florida.                                 

     Ceiley  wants to make sure that once he  acquires  enough  stock to control
your Company he has the power to vote those shares.  Therefore, he is asking you
and all  shareholders  of the Company to remove this Florida law which  protects
you from the takeover tactics he is using! If this sounds crazy,  that's because
it is.  Ceiley  wants you to help him gain control over your Company and then he
says "TRUST ME, I'll treat you all equally  when I have  control." On what basis
should you trust Ceiley? His willingness to pay a 2 cent premium for only 23% of
the shares?                                                                     

REVOCATION OF ALL BYLAWS ADOPTED SINCE 1985                                     

     This  is  another  attempt  by  Ceiley  and  Bisco  to  eliminate  all  the
protections  that your  Company  has put into place in the last 12 years so that
your  Board  might  have  the  ability  to  negotiate  the  best  terms  for all
shareholders in the event of a merger or acquisition.  Eliminating  these Bylaws
severely  weakens the ability of your Board in negotiations  and strengthens the
position of the bidder.  Why would  Ceiley and Bisco want to force your Board to
negotiate  from  a  position  of  weakness?  Because  their  position  would  be
strengthened.                                                                   

-3- 

DEFC14A 5th Page of 37 TOC 1st Previous Next ↓Bottom Just 5th
REQUIRE THAT ALL BYLAWS BE APPROVED BY SHAREHOLDERS                             

     Can you  imagine  being  required  to vote on every  Bylaw  adopted by your
Board?  This is ludicrous!  It would  "handcuff"  your Board and prevent us from
being able to react quickly to a rapidly  changing  business  environment.  Your
Board members are fiduciaries required by law to act in the best interest of all
shareholders.  It is most  certainly  not in your best  interest  to prohibit or
delay the Board from making  critical  decisions  on your  behalf.  On the other
hand, it is clearly in the best interest of Ceiley and Bisco to do so.          

BISCO AND CEILEY ARE NOT ACTING IN YOUR BEST INTEREST.

     If all Ceiley  really  wants is a good return on his  investment,  then why
does  he  need to make  all  these  changes?  He can  enjoy  the  return  on his
investment  and not require the Company to opt out of the Florida  Control Share
Act. The Board  indicated a willingness to exempt him from the provisions of the
Rights Agreement if he would commit to a long-term  standstill  agreement.  That
would have  allowed  him to enjoy a good  return on his  investment,  but he was
unwilling to accept such an agreement. Changes in the Bylaws are not required to
allow him to enjoy a good return on his investment.  SO, CONTRARY TO WHAT CEILEY
AND BISCO ARE SAYING,  IT DOES NOT APPEAR THAT A GOOD RETURN ON THEIR INVESTMENT
IS THEIR ONLY MOTIVATION HERE.                                                  

     We now find ourselves back where we started: what is the real reason Ceiley
and Bisco  want  control  of your  Company?  We don't  know.  He won't give us a
straight answer and he hasn't given you a straight  answer.  Until he does, your
Board  believes  that  our  fiduciary  duty to act in the best  interest  of ALL
shareholders requires us to oppose his takeover attempts.                       

IF YOU ARE AS SUSPICIOUS OF BISCO'S MOTIVES AS YOUR BOARD IS, WE URGE   
YOU TO REJECT HIS OFFER AND THE BISCO SOLICITATION.                     

     For many of the same  reasons  that the  Board  recommended  rejecting  the
Offer,  the Board  recommends that the Company's  shareholders  reject the Bisco
Proposals. The enclosed Consent Revocation Statement explains in more detail the
reasons for the Board's recommendation against the Bisco Proposals.  Please give
the Consent Revocation Statement your careful attention.                        

     Regardless  of how many shares you own,  your support is  critical.  If you
have already  tendered your shares or signed Bisco's consent form and would like
to  revoke  your  consent  and/or  withdraw  your  shares,   please  follow  the
instructions below.                                                             

 SEND A MESSAGE TO BISCO

-    Do not  return  the GOLD  consent  card sent to you by Bisco,  even to vote
     against  their  proposal.  If you have  already  done so,  please  mark the
     REVOCATION box on the enclosed WHITE  revocation of consent card,  sign and
date the form and return it in the postage-paid envelope provided.    

-4- 

DEFC14A 6th Page of 37 TOC 1st Previous Next ↓Bottom Just 6th
-    Do not tender your shares to Bisco.  If you have  already  done so, you can
     have  your  shares  returned  to you by  completing  the  YELLOW  Notice of
Withdrawal previously mailed to you.                                  

-    If you have already  provided  your consent to Bisco,  you can revoke it by
     signing,  dating and mailing the enclosed WHITE  revocation of consent card
     in the enclosed envelope. If your shares are held through a bank or broker,
     please   contact  your   representative   at  that  firm  and  request  the
     representative  to execute  the WHITE  revocation  of consent  card on your
behalf.                                                               

If you require any assistance,  please call Corporate Investor Communications at
(800) 932-8498.                                                                 

     Thank you for taking the time to read this letter and the enclosed  Consent
Revocation Statement. We will keep you advised of further developments.         

       Very truly yours,

         /s/ Lewis E. Christman, Jr.
                           President and Chief Executive Officer

-5- 

DEFC14A 7th Page of 37 TOC 1st Previous Next ↓Bottom Just 7th
FAMILY STEAK HOUSES OF FLORIDA, INC.
2113 FLORIDA BOULEVARD
NEPTUNE BEACH, FLORIDA 32233
(904) 249-4197

 STATEMENT BY BOARD OF DIRECTORS
 IN OPPOSITION
 TO BISCO INDUSTRIES, INC.

 MAY 1, 1997

     This Consent  Revocation  Statement (this  "Statement") is furnished by the
Board of Directors  (the  "Board") of Family  Steak  Houses of Florida,  Inc., a
Florida corporation (the "Company"), to the holders of outstanding shares of the
Company's common stock,  par value $.01 per share (the "Shares"),  in connection
with the Board's  opposition to the solicitation  (the "Bisco  Solicitation") by
Bisco  Industries,  Inc.  ("Bisco")  of written  shareholder  consents to do the
following:                                                                      

(1)  repeal the Amended and Restated  Bylaws  recently  adopted by the Board and
     any  other  bylaws or  amendments  to bylaws  adopted  without  shareholder
     approval subsequent to November 27, 1985, and prior to the effectiveness of
     any  actions  taken  through the Bisco  Solicitation  (the  "Bylaws  Repeal
     Proposal").  If the Bylaws Repeal Proposal is approved,  the Bylaws adopted
     by the Board on  November  27,  1985,  will  become the  Company's  Bylaws,
subject to the amendments proposed by Bisco;                          

(2)  amend the Company's  Bylaws to provide that Section 607.0902 of the Florida
     Business  Corporation  Act (the  "Control  Share  Act")  shall not apply to
     control share  acquisitions  of shares of the Company (the  "Control  Share
Proposal");                                                           

(3)  amend the  Company's  Bylaws to  require  the  Company to redeem the rights
     agreement  dated  March 18,  1997,  between  the  Company  and  ChaseMellon
     Shareholder  Services,  Inc.  (the "Rights  Agreement"),  and require prior
     shareholder approval for adoption of any similar  anti-takeover  measure in
the future (the "Rights Revocation Proposal"); and                    

(4)  amend the Company's  Bylaws to provide that the Bylaws shall not be subject
 to amendment or repeal by the Board (the "Bylaw Restriction Proposal").

     YOUR BOARD UNANIMOUSLY  OPPOSES EACH OF THESE PROPOSALS AND RECOMMENDS THAT
YOU DO NOT  CONSENT TO ANY OF THEM AND REVOKE ANY  CONSENT  PREVIOUSLY  GIVEN TO
BISCO.                                                                          

     This Statement and the enclosed WHITE  Revocation of Consent Card are first
being mailed to shareholders on or about May 1, 1997.                           

-6- 

DEFC14A 8th Page of 37 TOC 1st Previous Next ↓Bottom Just 8th
     IF YOU PREVIOUSLY  SIGNED AND RETURNED THE GOLD CONSENT CARD SENT TO YOU BY
BISCO,  YOU HAVE EVERY RIGHT TO CHANGE  YOUR MIND.  THE BOARD URGES YOU TO SIGN,
DATE AND MAIL THE ENCLOSED WHITE  REVOCATION OF CONSENT CARD IN THE POSTAGE-PAID
ENVELOPE  PROVIDED.  REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR REVOCATION
OF CONSENT IS IMPORTANT. PLEASE ACT TODAY!                                      

     IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE,  WE
URGE YOU TO CONTACT THE PERSON  RESPONSIBLE  FOR YOUR  ACCOUNT AND DIRECT HIM OR
HER TO EXECUTE A WHITE  REVOCATION  OF CONSENT CARD ON YOUR  BEHALF.  YOU SHOULD
ALSO SIGN, DATE AND MAIL YOUR WHITE  REVOCATION OF CONSENT CARD WHEN YOU RECEIVE
IT IN THE MAIL. PLEASE DO SO IMMEDIATELY!                                       

     If you have any  questions  about  giving  your  revocation  of  consent or
require assistance, please contact our agent:                                   

 CORPORATE INVESTOR COMMUNICATIONS, INC. ("CIC")
 111 COMMERCE ROAD
CARLSTADT, NEW JERSEY 07072-2586
 CALL TOLL FREE (800) 932-8498
 CALL COLLECT (201) 876-1900

-7- 

DEFC14A 9th Page of 37 TOC 1st Previous Next ↓Bottom Just 9th
BACKGROUND AND REASON FOR THE COMPANY'S POSITION                                

On December  30,  1996,  the Company  received a copy of a Schedule 13D filed by
Bisco, the Bisco  Industries  Profit Sharing and Savings Plan (the "Bisco Plan")
and Glen F. Ceiley, president of Bisco. According to the Schedule 13D, Bisco and
its affiliates had acquired over 5.0% of the Company's common stock. At the same
time,  Ceiley  submitted a shareholder  proposal to be included in the Company's
annual meeting  proxy,  seeking to have the Company opt out of the Control Share
Act. After receiving these notices,  Lewis E. Christman,  Jr., the President and
Chief  Executive  Officer of the Company,  suggested to the  Company's  Board of
Directors  that he believed a meeting with Ceiley  would be in order.  The Board
concurred and met with Ceiley on February 11, 1997.                             

At the February 11, 1997 meeting,  members of the Board inquired of Ceiley as to
the reasons for his substantial investment in the Company.  Ceiley insisted that
he supported the Board, did not wish to seek an active role in the management of
the  Company's  affairs,  and  simply  wanted  to  obtain a good  return  on his
investment.  Ceiley  reiterated  his  request  that the  Company  opt out of the
Control  Share Act, but the Board  indicated to him that it did not intend to do
so.                                                                             

Having failed to persuade the Board to voluntarily  opt out of the Control Share
Act,  on March 6,  1997,  Bisco  commenced  a $.90 per  share  tender  offer for
2,600,000 shares of the Company's common stock (the "Offer"),  subject to, among
other things,  Bisco being  satisfied,  in its reasonable  discretion,  that the
Control Share Act will not apply to the Offer.                                  

After  carefully  considering  the terms and  conditions  of the Offer and other
matters  it deemed  relevant,  at a  meeting  on March  18,  1997,  the Board of
Directors of the Company  unanimously  determined  that the Offer was inadequate
and decided to recommend that the shareholders reject the Offer. The Board based
its  decision  on a number  of  factors  which  are  discussed  at length in the
Company's  Schedule 14D-9  previously  mailed to you. Among the most significant
factors, however, were the following:                                           

1.   the Company's  current  business,  assets,  financial  condition and future
     prospects,  including the recent  refinancing of its long-term debt, recent
new restaurant opening and its renewed momentum for growth;           

2.   the slight 2 cent  premium  provided by the Offer over the market  price of
the Shares on the day before Bisco commenced its Offer;               

3.   the lack of  information  provided by Bisco with respect to its  strategies
for the Company;                                                      

4.   the lack of depth in Bisco's  management  team,  its lack of experience and
     expertise in the franchised  restaurant industry and its apparently limited
financial resources;                                                  

5.   the range of values for the Company  revealed in a valuation study prepared
by a nationally-recognized investment banking firm;                   

6.   the opinion of most  shareholders  who had  contacted  the Company that the
     price of the Offer was too low and their stated  intent not to tender their
Shares in response to the Offer; and                                  

-8- 

DEFC14A 10th Page of 37 TOC 1st Previous Next ↓Bottom Just 10th
7.   the Board's  concern that since Bisco is only  offering to buy 23.8% of the
     Shares,  if the offer is consummated,  holders who tender their Shares will
     most  likely  have a portion of their  Shares  returned to them and will be
     shareholders  in a company  controlled by a person with no expertise in the
     restaurant industry, limited financial resources and no experience managing
a publicly-traded corporation.                                        

After filing its response to the Offer,  the Company  called Ceiley and Bisco to
see if there was some  basis on which the  Company  could  accommodate  Ceiley's
goals while still  protecting all  shareholders  of the Company.  After numerous
conversations,  it became apparent that such a compromise  could not be reached.
Your Board,  acting in accordance with its fiduciary  duty,  insisted on certain
measures  designed  to protect  the  Company's  shareholders  from a takeover by
Ceiley.  While he  insisted  that he was not  interested  in a  takeover  of the
Company, Ceiley refused to agree to the Company's reasonable requests that would
prohibit him from doing so without  first coming to the Board and  negotiating a
transaction that would be in the best interest of all shareholders. Now, Ceiley,
in the Bisco  Solicitation  has  launched  an attack on your  Company and hurled
unfounded  accusations at your Board. WE THINK YOU ARE ENTITLED TO HEAR OUR SIDE
OF THE STORY.  PLEASE  REVIEW THE NEXT FEW PAGES BEFORE  MAKING YOUR DECISION ON
WHETHER TO SUPPORT CEILEY'S TAKEOVER ATTEMPT.                                   

CEILEY  AND BISCO ARE  FORCING  THE  COMPANY TO SPEND  YOUR  COMPANY'S  MONEY IN
RESPONDING TO THEIR ILL-FOUNDED TAKEOVER ATTEMPT.                               

Without a trace of irony,  Bisco  suggests that the Company is  squandering  its
resources in an unjustified response to his takeover offer.  However, as several
shareholders  have  accurately  pointed  out in  recent  telephone  calls to the
Company,  it is in fact Bisco and Ceiley who have  prompted the  expenditure  of
Company  funds in response to his takeover  attempt and the Bisco  Solicitation.
Responding to those  filings is expensive,  but your Board is doing nothing more
than what it is required by law to do: acting in  accordance  with its fiduciary
duty and in a manner consistent with the best interests of all shareholders.  If
it were not for Ceiley and Bisco launching the Offer and the Bisco Solicitation,
then the Company  would be employing its resources and focusing its attention on
more productive areas,  including  building new restaurants and remodeling older
restaurants.                                                                    

THE BOARD HAS REPEATEDLY TRIED TO NEGOTIATE WITH BISCO AND CEILEY.              

Contrary to Ceiley's  assertions that your Board has failed to negotiate in good
faith, your Board has bent over backwards to accommodate  Ceiley's stated goals.
It was your Board that sought out Ceiley  after  learning  he had  acquired a 5%
stake in the Company and invited him to meet with them - a fact Ceiley  neglects
to point out in the Bisco Solicitation.  Clearly,  your Board is concerned about
shareholders.  We believe it is prudent to meet with anyone who acquires  such a
significant stake in our Company.  Then, after Ceiley filed his tender offer, it
was your Board who first  called  him to  establish  a dialogue  in an effort to
minimize  the costs  associated  with  responding  to tender  offers and consent
solicitations. On neither occasion did Ceiley initiate contact with the Board.  

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Another  fact which Ceiley fails to note is that it was your Board that made the
first offer to accommodate  Ceiley's  stated goal of "obtaining a good return on
his  investment."  Those initial  terms offered by the Board  included a request
that Ceiley agree to a long-term  standstill  so that the Board could be assured
that Ceiley is not engaged in an ATTEMPT TO TAKE CONTROL OF THE COMPANY.  Ceiley
initially refused to any such  limitations,  but later agreed to a fifteen month
standstill.  Even then,  however,  Ceiley  continued  to insist that the Company
exempt him from the  application  of the  Control  Share Act,  redeem the Rights
Agreement  and agree not to adopt any  defensive  measures in the  future.  Your
Board was, and is, unwilling to accept these conditions  because we believe they
reveal his true  intentions to assume  control of the Company,  either now or in
the near future.                                                                

ARE YOUR BOARD'S SUSPICIONS UNWARRANTED?                                        

Ceiley suggests that your Board's concerns  regarding a takeover of your Company
are  unwarranted.  He states  in his  communications  to you that  Bisco has "no
PRESENT  INTENTION to seek to acquire the entire equity  interest in the Company
or to consummate a merger or other business combination  transaction between the
Company and Bisco or any of its affiliates." (Emphasis added).                  

Why does the Board  believe that Ceiley may be  interested  in a takeover of the
Company?  BECAUSE CEILEY HAS A HISTORY OF HOSTILE  TAKEOVER  ATTEMPTS.  In 1990,
Ceiley made an unsolicited offer to buy shares of Bell Industries, Inc., a large
distributor  of  electronics  components.  The  offer was  contingent  on Ceiley
getting  financing  for the offer.  Press reports at the time indicate that Bell
Industries did not regard  Ceiley's offer as credible and rejected it. Mr. Bruce
Jaffe,  the Executive Vice President of Bell  Industries at that time, is quoted
in press reports as saying of Ceiley's  offer,  "We don't  consider it a serious
offer. It would be like our Chairman  calling up Roger Smith and offering to buy
General  Motors." It appears  that the  shareholders  of Bell  Industries  never
received any payment for their shares from Ceiley pursuant to this offer.       

Similarly,  in 1991,  Ceiley  initiated  an  unsolicited  offer to acquire  RB&W
Corporation,  an Ohio-based  manufacturer  and  distributor  of fasteners.  RB&W
rejected the offer citing Ceiley's  failure to identify the source and viability
of his financing.  In November 1991,  Ceiley revised his offer,  which was again
rejected by RB&W.  Ceiley then submitted a proposal to the  shareholders of RB&W
recommending that RB&W's board of directors  immediately seek offers to sell the
company.  Ceiley's  proposal was included in RB&W's proxy statement for the 1992
annual meeting of shareholders where it was overwhelmingly rejected.            

In both of these  situations,  Ceiley's offer  resulted in SIGNIFICANT  COSTS to
these companies and the diversion of management's attention,  with no benefit to
their  shareholders.  Your Board likewise  believes that the Bisco Offer and the
Bisco Proposals waste the Company's time and money without  offering any benefit
to you, our shareholders. WE URGE YOU TO PROMPTLY REJECT THE BISCO OFFER AND THE
BISCO  PROPOSALS  BY  REFUSING TO TENDER  YOUR  SHARES AND BY  WITHHOLDING  YOUR
CONSENT OR REVOKING ANY CONSENT PREVIOUSLY GIVEN.                               

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WHAT IS CEILEY REALLY INTERESTED IN?                                            

What  possible  explanation  can there be for a small  business  owner  from Los
Angeles,  California  seeking to  acquire  control  of a  franchised  restaurant
company in Florida? Ceiley admits he knows nothing about our Company's business.
Is he simply seeking a good return on his investment?                           

Despite what he says, it appears that Ceiley is looking for something  more than
just  a  good  return  on  his  investment.   As  Ceiley  admits  in  the  Bisco
Solicitation,  the Board  agreed to allow  Ceiley  to  acquire  up to 20% of the
Company's  common  stock  and  exempt  him from  the  provisions  of the  Rights
Agreement.   The  only  conditions   imposed  by  your  Board  were  contractual
restrictions  that would have limited  Ceiley's ability to consummate a takeover
of the Company and  provided the Company with the  continued  protection  of the
Control  Share  Act.  These  conditions  would not have  precluded  Ceiley  from
enjoying the return on his  investment.  However,  as Ceiley admits in the Bisco
Solicitation,  he was unwilling to accept the Company's  conditions  unless they
expired after 15 months.                                                        

     -    Repeal of the Bylaws isn't  required for Ceiley to enjoy a good return
on his investment.                                          

     -    Opting out of the Control Share Act isn't required for Ceiley to enjoy
a good return on his investment.                            

     -    A prohibition  on future  amendments to the Bylaws isn't  required for
Ceiley to enjoy a good return on his investment.            

Obviously, there is some ULTERIOR MOTIVE to Ceiley's acquisition of shares which
Ceiley is  unwilling  to share with you or your Board.  We believe it is nothing
less than a desire to assume  control of the  Company in the  immediate  or near
future.                                                                         

WHY IS THE BOARD CONCERNED ABOUT BISCO'S OFFER AND PROPOSALS?                   

Ceiley suggests that the Board's  defensive posture with respect to his takeover
attempt is an unjustified,  "knee-jerk" reaction. Why is your Board so concerned
about Ceiley acquiring a 30% stake in your Company? The answer is quite simple -
the fiduciary  duty imposed on your Board by Florida law requires that we act in
the best  interest of ALL  shareholders.  We cannot  disregard the fact that, if
Ceiley acquires 30% of the Company's  common stock, he would exercise  effective
control over the  Company.  THEREFORE,  WE NEED TO EVALUATE  WHETHER HIS ACTIONS
WILL BENEFIT THE 70% OF SHAREHOLDERS WHO WILL REMAIN IF HIS OFFER IS SUCCESSFUL.
We believe our concern is justified for the reasons set forth in this  Statement
and in our Schedule 14D-9. Many of you have called the Company in recent days to
express your support for management and to ask how you can help oppose  Ceiley's
tender offer. It also appears that the vast majority of our  shareholders  agree
with the Board's opinion regarding the Offer - SHAREHOLDERS OWNING MORE THAN 75%
OF THE  OUTSTANDING  SHARES HAVE SAID "NO" TO CEILEY AND HAVE DECLINED TO TENDER
THEIR  SHARES.  It is the interest of those  shareholders  that your Board has a
duty to protect.                                                                

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HOW COULD CEILEY POSSIBLY MAXIMIZE SHAREHOLDER VALUE?                           

Ceiley says he will work to maximize  shareholder value. YET, HE ADMITS HE KNOWS
NOTHING  ABOUT OUR COMPANY'S  BUSINESS.  How can someone so lacking in knowledge
regarding our Company's  business  possibly  maximize  shareholder  value?  Your
Company's  management  has  over  100  years  combined  experience  in the  food
business.  If Ceiley  thinks the way to maximize our  shareholders'  value is to
sell  restaurant  properties,  does he  think he can sell  property  located  in
Florida better from his base in California?  Isn't it obvious that the Company's
management has greater experience, greater expertise, better contacts and deeper
knowledge of our Company, the Florida market and the restaurant industry?       

YOUR COMPANY IS MAXIMIZING SHAREHOLDER VALUE.                                   

In fact,  the  management  team here has been working hard the last 2-3 years in
turning  around the Company.  You will recall that  following the new management
team's first full year of operations in 1995,  the Company  enjoyed $1.3 million
in net earnings,  a dramatic  turnaround from the $1.7 million in net losses the
prior  year.  This  profitable  trend  continued  in 1996 with  $267,000  in net
earnings.  Moreover, the Company has now returned to a growth posture: we opened
a new restaurant in Brooksville, Florida in January and we will open another new
restaurant in Deland,  Florida this summer.  The Company has also refinanced its
long-term  debt  on the  most  favorable  basis  ever  enjoyed  by the  Company.
Moreover,  the Company has in place a loan facility to finance the  construction
of additional new restaurants.                                                  

Finally,  your Company is constantly  seeking to maximize  shareholder  value by
evaluating  strategic  opportunities.  The Company is presently  in  preliminary
discussions  regarding a  transaction  that,  if  consummated,  would permit the
Company to diversify its business lines and simultaneously may provide access to
additional  capital for the construction of new restaurants which could increase
earnings.                                                                       

WHY HASN'T BISCO INCREASED ITS OFFER PRICE?                                     

In the Bisco  Solicitation,  Ceiley  accuses  the Board of failing to act in the
best  interest  of the  shareholders  by failing to seek a higher  offer  price.
Bisco's argument is misplaced.  BISCO, not the Company,  filed the Offer.  Bisco
and Ceiley had every  opportunity  over the course of the last month to increase
the Offer price.  Had they increased the Offer price,  the Board would have been
required to reevaluate the Offer.  The fact that Bisco chose not to increase its
Offer  price  cannot now be  transformed  into some  failure on the part of your
Board.  If they were serious  about the Offer,  they should have  increased  the
price.  It would  have  been  easy  enough  to do - they  have  filed  two other
amendments extending the expiration date for the Offer.                         

So why hasn't Bisco increased the Offer price?  Maybe they don't have the money.
They have not  revealed the source of their  financing.  Bisco points out in the
Bisco  Solicitation  that its Offer  price is within the range of values for the
Company  established by the investment banking firm retained by the Board. While
it is true that the Offer price is within the valuation  range,  the Offer price
is not in the top 25% of that valuation range.                                  

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Based on this background and the information  provided below, the Board believes
you will agree that the Bisco Offer and the Bisco Proposals are not in your best
interest.                                                                       

BISCO PROPOSAL 1: THE BYLAWS REPEAL PROPOSAL

     According to the Bisco  Solicitation,  the Bylaws Repeal Proposal  proposes
the adoption of the following resolution:                                       

     "RESOLVED,  that the Amended and Restated  Bylaws  recently  adopted by the
     Board of Directors, and each other provision of the bylaws or amendments to
     bylaws  adopted  by the Board of  Directors  without  shareholder  approval
     subsequent  to  November  27,  1985 and prior to the  effectiveness  of the
     actions proposed in the Consent Solicitation Statement of Bisco Industries,
     Inc.  dated April 29, 1997, be and they hereby are,  repealed  effective at
     the time this  resolution  is  approved by the holders of a majority of the
     outstanding  Common Stock.  It is the intention of this resolution that the
     bylaws  adopted by the Board of Directors on November 27, 1985 shall become
     the bylaws of the  corporation,  subject to any amendments  approved by the
shareholders."                                                        

     To be adopted,  the Bylaws  Repeal  Proposal  requires  the approval of the
holders on the Record  Date (as  defined  under "The  Consent  Procedure")  of a
majority of the outstanding Shares. See "The Consent Procedure".                

     THE BOARD  RECOMMENDS  THAT YOU  REVOKE ANY  CONSENT  TO THE BYLAWS  REPEAL
PROPOSAL BY SIGNING,  DATING AND RETURNING THE ACCOMPANYING  WHITE REVOCATION OF
CONSENT CARD TODAY.                                                             

RECOMMENDATION OF THE BOARD                                                     

     The Bylaws Repeal  Proposal seeks to repeal the Amended and Restated Bylaws
of the Company,  adopted by the Board on March 18, 1997 (the "New Bylaws").  The
Bisco Solicitation describes the New Bylaws as part of a "knee jerk response" to
the Bisco Offer. In fact, the Board's  initiated a review of its Bylaws in 1995,
more  than a year  prior  to the  Bisco  tender  offer.  This  review  continued
throughout  1996.  The Board had observed the  relatively  common use of certain
coercive  takeover  tactics  in recent  years,  including  the  accumulation  of
substantial  common stock  positions  as a prelude to a  threatened  takeover or
corporate restructuring,  proxy fights and partial tender offers and the related
use of  "two-tiered"  pricing.  The Board believes that the use of these tactics
can place undue pressure on a corporation's  board of directors and shareholders
to act  hastily  and on  incomplete  information,  and  therefore  can be highly
disruptive  to a  corporation  as well as result in  unfair  differences  in the
treatment of shareholders.                                                      

THE NEW BYLAWS PROVIDE VALUABLE PROTECTION TO YOU AND YOUR COMPANY              

         Presently, a high proportion of publicly-traded  companies have adopted
defensive  measures                                                             

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similar  to those  incorporated  into the New  Bylaws to reduce  the threat of a
hostile  takeover.  Since the Bylaws of the Company had not been  amended  since
their   adoption  in  1985,   the  Board  decided  to  review  its  Articles  of
Incorporation,  as  amended  (the  "Articles"),  and  Bylaws  to make  sure  the
Company's  corporate  governance  practices  were up to date and structured in a
manner to protect against the threats  described above. On that basis, the Board
determined  to adopt the New  Bylaws,  the purpose of which,  separate  from the
Bisco tender  offer,  is to provide a greater  likelihood  that the Company will
remain independent or, in the alternative,  that the Board will have flexibility
and strength in negotiating  with an unsolicited  bidder.  In addition,  the New
Bylaws are consistent with the modern corporate  governance  practices of public
companies.  However, the Bisco Solicitation proposes to throw out the entire New
Bylaws,  regardless of their benefits and protection.  As described  below,  the
Board  believes  that the New Bylaws are in the best interest of the Company and
its shareholders and should not be repealed.                                    

     The New Bylaws  classify  the Board into three  classes as nearly  equal in
size as possible  (the  "Classified  Board  Provision").  The  Classified  Board
Provision was adopted subject to shareholder  approval.  As discussed below, the
Board  intends to  recommend  that the  shareholders  approve at the 1997 Annual
Meeting of Shareholders  an amendment to the Company's  Articles to classify the
Board, permit removal of directors only for cause and require approval of 80% of
current directors to fill a vacancy in the Board. The Classified Board Provision
will not be effective without shareholder approval.                             

     If the  shareholders  approve the proposed  amendment to the Articles,  the
Board will be divided into three classes. Initially Class I directors will serve
for a term expiring at the first annual meeting after their  election,  Class II
directors  will serve for a term  expiring at the second  annual  meeting  after
their  election,  and the Class III directors  will serve a term expiring at the
third annual meeting after their  election.  After each such initial term,  each
class of directors will serve a three year term. Accordingly,  only one class of
directors will be elected at each annual meeting.  Historically, the Company has
elected the entire board each year.                                             

     The  Bisco   Solicitation   states  that  the  Classified  Board  Provision
"reduce[s]  shareholder value over the long run by entrenching management and by
reducing the probability that someone, like Bisco, will make a bid for Shares at
a price  above  market  value."  See  "Potential  Anti-takeover  Effect of Board
Action".  HOWEVER,  THE BOARD BELIEVES THAT THE CLASSIFIED  BOARD STRUCTURE WILL
PROVIDE BOTH CONTINUITY AND STABILITY TO THE COMPANY,  IMPROVE ACCOUNTABILITY TO
SHAREHOLDERS AND ENCOURAGE TRANSACTIONS THAT ARE FAIR TO ALL SHAREHOLDERS.      

     The Board plays an  important  role in  strategic  planning  and  corporate
policy-making.  A director's  ability to make meaningful  contributions in these
areas  depends in large part on his  familiarity  with the  Company's  business.
Directors who serve three year terms rather one year terms are likely to be more
familiar with and better informed  regarding the Company.  The classified  Board
structure is intended to prevent  disruptive  changes in the  composition of the
Board by  preventing  the  election  of an entire  new  Board in a single  year.
Preventing  such a rapid change in control serves to enhance  business  strategy
and  shareholder  value  because a  majority  of the  directors  will have prior
experience  in  the  management  of the  Company's  business.  Accordingly,  the
classified  Board  structure  lends  stability  and  helps  the  Board  to  make
insightful and well-informed decisions.                                         

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     In addition,  the Board  believes  that the  classified  Board serves as an
obstacle to sudden and disruptive  attempts to obtain control of the Company. As
noted above,  the Board did not develop the concept of the  classified  Board in
response to the Bisco Offer;  only the timing of the formal  adoption of the New
Bylaws was  related  to the Bisco  Offer.  Instead,  the exact  language  of the
Classified  Board  Provision was drafted and reviewed by the Company long before
the Bisco Offer for the purpose of protecting  the Company and its  shareholders
from an insurgent shareholder's attempt to gain control or to achieve some other
personal  gain.  Regardless  of its  chances  for  success,  such an attempt can
seriously  disrupt the conduct of the Company's  business and waste time,  money
and other resources of the Company in the process.                              

     In  response  to that  concern,  since a minimum of two  successive  annual
meetings are  required to elect a majority of the Board,  the  classified  Board
structure  prevents  an  insurgent  from  gaining  rapid  control  of the Board.
Therefore,  in spite of Bisco's  allegations  that the classified  Board reduces
shareholder  value,  the  classified  Board  encourages a person seeking to gain
control  of  the  Company  to do  so  through  arm's  length  negotiations  with
management and the Board, who are in an informed position to, and are duty bound
to, negotiate a transaction that is fair to all shareholders.                   

     The New Bylaws  institute  additional  changes to the  previously  existing
bylaws of the  Company.  Certain of the changes are designed to  complement  the
Classified Board Provision while maintaining accountability to shareholders. For
example,  the New Bylaws  provide that vacancies on the Board may only be filled
by the vote of 80% of the directors  then in office (the  "Vacancy  Provision").
This  provision  prevents  an  insurgent   shareholder  from  circumventing  the
protections of the classified board, for example, by preventing such shareholder
from voting to increase the size of the Board,  filling such  vacancies with his
own   representatives,   and  thereby   potentially   gaining   rapid   majority
representation on the Board. The Vacancy  Provision instead enables  experienced
directors to fill such vacancies until  shareholders  can vote on such positions
at the appropriate annual meeting of shareholders.                              

     In addition,  the New Bylaws added certain requirements for shareholders to
give advance notice to the Company if they wish to propose action to be taken by
shareholders  at a meeting or if they wish to nominate  directors  for  election
(the  "Notice  Provisions").   Typically,  such  shareholder  proposals  involve
important issues. Accordingly, the Board believes that the Notice Provisions are
necessary  so that it can  adequately  inform all  shareholders  of the proposed
action or nomination,  together with the Board's recommendation or position with
respect to the  proposal  or  nomination.  Shareholders  are then better able to
determine  whether they wish to attend the shareholder  meeting or grant a proxy
to the Board,  and whether they support the proposal or  nomination.  The Notice
Provisions  also  afford the Board a  meaningful  opportunity  to  consider  the
qualifications of proposed director  nominees and to inform  shareholders  about
them.  Therefore,  the Notice Provisions are intended to increase the likelihood
that  the  Company  and all of its  shareholders  are  given an  opportunity  to
carefully consider and respond to important shareholder proposals.              

         The New Bylaws also  incorporate  many  provisions  which are  standard
corporate  governance  provisions  and  which are  ministerial  in  nature.  For
example,  the New Bylaws  authorize  the  Company to  appoint  an  inspector  of
elections  or an  inspector  of  written  consents  to  provide  an  independent
ministerial review of the validity and tabulation of shareholder votes, consents
and revocations. The New Bylaws also provide more flexibility in connection with
certain  management  issues,  such as                                           

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providing  that the annual meeting may be scheduled by the Board rather than the
requiring  the  meeting to take place  during the first two months of the second
fiscal quarter. The New Bylaws expand on such mundane issues as the requirements
for  transfer of stock.  The New Bylaws also are updated to conform with current
Florida law, by deleting references to Treasury stock, which no longer exists by
law, for example.                                                               

     Accordingly,  while  certain  additions  of the New Bylaws are  intended to
protect shareholders from unfair or coercive takeover tactics,  other provisions
are simply intended to improve and modernize the corporate governance provisions
of the Company.  The Bylaws Repeal Proposal of the Bisco Solicitation,  however,
proposes  to throw out the  ENTIRE  New Bylaws  without  distinction.  The Board
believes  that the New Bylaws are in the best  interest  of the  Company and its
shareholders. However, the Board believes that any shareholder objections to the
New Bylaws  should be addressed  specifically,  with  respect to the  individual
bylaw,  rather than  Bisco's  overly  broad  approach of throwing  out an entire
corporate governance document.                                                  

     You will soon be receiving  separately from the Company proxy materials for
the 1997 Annual Meeting of Shareholders which contain a proposal to classify the
Board of Directors, permit removal of directors only for cause, and provide that
vacancies  occurring  in the  Board  of  Directors  may  only be  filled  by the
affirmative vote of 80% of the directors then in office (the "Proposed  Articles
Amendment").  Shareholders must approve any amendments to the Articles under the
Florida Business  Corporation Act. The Board is seeking shareholder  approval of
the Proposed Articles  Amendment because under the Florida Business  Corporation
Act limitations on the Board's or the shareholders' ability to fill vacancies in
the Board and on the  shareholders'  ability to remove  directors  without cause
must be included in the articles of incorporation, rather than the bylaws. Under
the  Florida  Business  Corporation  Act,  classification  of the  Board  may be
accomplished  by a bylaw approved by the  shareholders or by an amendment to the
articles of incorporation. Since these provisions are related, the Board decided
to  recommend an  amendment  to the  Articles  rather than  seeking  shareholder
ratification of the Classified Board Provision of the New Bylaws.               

     YOUR BOARD OF DIRECTORS UNANIMOUSLY OPPOSES THE BYLAWS REPEAL PROPOSAL. THE
BOARD URGES YOU NOT TO GIVE YOUR CONSENT TO THE BYLAWS  REPEAL  PROPOSAL,  OR IF
YOU HAVE  ALREADY  DONE SO,  URGES YOU TO REVOKE ANY  CONSENT  GIVEN TO BISCO BY
SIGNING, DATING AND RETURNING THE ENCLOSED WHITE REVOCATION OF CONSENT CARD.    

BISCO PROPOSAL 2: THE CONTROL SHARE PROPOSAL

     According to the Bisco Solicitation, the Control Share Proposal proposes to
amend the Bylaws of the Company by adding the following provision:              

          "CONTROL SHARE ACT. The provisions of Section  607.0902 of the Florida
     Business  Corporation Act shall not apply to control share  acquisitions of
shares of this corporation."                                          

     Adoption of the Control  Share  Proposal  will make the  provisions  of the
Control Share Act inapplicable to control share  acquisitions of the Shares.  To
be adopted,  the Control Share Proposal                                         

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requires  the  approval  of the  holders on the Record Date of a majority of the
outstanding Shares. See "The Consent Procedure".                                

     THE BOARD  RECOMMENDS  THAT YOU REVOKE ANY  CONSENT  TO THE  CONTROL  SHARE
PROPOSAL BY SIGNING,  DATING AND RETURNING THE ACCOMPANYING  WHITE REVOCATION OF
CONSENT CARD TODAY.                                                             

RECOMMENDATION OF THE BOARD                                                     

     The Board recommends  against this proposal to opt out of the Control Share
Act for a number of reasons.  The Board believes that the Company  benefits from
the  protection  provided by this Florida law. THE CONTROL SHARE ACT WAS ENACTED
TO PROTECT FLORIDA  CORPORATIONS AND THEIR SHAREHOLDERS FROM A PERSON SEEKING TO
ACQUIRE A  SUBSTANTIAL  BLOCK OF SHARES OF A PUBLIC  COMPANY  AND TO LIMIT  SUCH
PERSON'S  ABILITY TO CONTROL THE  CORPORATION.  It accomplishes  this purpose by
limiting  the  ability  of  persons  who  acquire   certain   percentages  of  a
corporation's shares from voting those shares unless the corporation's  articles
of  incorporation or bylaws opt out of the Control Share Act, the acquisition is
approved by the  corporation's  board or in certain other  circumstances  or the
shareholders  confer voting rights on such person.  In Bisco's case,  unless the
Control Share Proposal is approved by the  shareholders,  the Board approves the
Bisco Offer or the  shareholders  otherwise  confer voting rights on Bisco,  the
Control  Shares Act would  prevent Bisco and others in its group from being able
to vote any Shares  acquired  in the Offer or  pursuant  to its plan to make the
control  share  acquisition  to the extent that it acquires  Shares in excess of
one-fifth of the outstanding Shares. See "Background on the Control Share Act." 

     Without the Control Share Act, a person could  acquire a controlling  block
of a  corporation's  stock through  periodic  purchases at current market prices
without paying a premium to shareholders for such control. The Control Share Act
encourages a person interested in acquiring  control of a public  corporation to
negotiate  with the Board of Directors.  The Company's  Board  believes that its
ability to negotiate  with a potential  acquiror is  significantly  greater than
that of the shareholders, individually. While a bidder may make an offer that is
higher than the current  market price,  without  negotiations  with the Board of
Directors,  the premium may not compensate for the long-term prospects and other
factors  affecting  the  corporation's  value.  The  Board  is also in a  better
position to discuss and evaluate  other  aspects of the offer with the acquiror,
such as the acquiror's experience,  future strategies for the Company, financial
resources, and other matters that can affect the value of the offer.            

     The Board also  objects to Bisco's use of a consent  solicitation  to amend
the Bylaws to obtain  voting  rights for the Shares it seeks to acquire  through
its tender offer. Although bidders commonly seek a bylaw amendment to opt out of
statutes such as the Control  Shares Act, the Control Share Act itself  provides
that voting rights may be granted by a shareholder resolution.  If voting rights
are accorded by shareholder  resolution,  rather than a bylaw amendment,  and if
Bisco then  acquired a majority or more of the  Shares,  you,  the  shareholder,
would have the right to assert dissenters' rights and obtain the "fair value" of
your Shares. See "Rights of Dissenting Shareholders".                           

         By seeking to amend the Bylaws rather than using the process  specified
in the Control  Share Act,  Bisco avoids  having to give you, the  shareholders,
your dissenters' rights. Asserting dissenters' rights would enable you to obtain
the "fair value" of your Shares  which,  under the Control Share Act, may not be
less than the  highest  price paid per share by Bisco upon  consummation  of its
tender  offer.  Furthermore,  the Control Share Act provides that in approving a
shareholder  resolution to accord voting rights to control  shares,  "interested
shares" are excluded  from the votes  entitled to be cast.  As                  

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defined  under the Control  Share Act,  interested  shares are those held by (1)
Bisco and others in its group, such as Glen F. Ceiley,  and the Bisco Industries
Profit Sharing and Savings Plan (the "Bisco Plan"), (2) the Company's  officers,
and (3)  directors  who are also  employees  of the  Company.  By  proposing  an
amendment to the Bylaws  rather than a  shareholder  resolution  to grant voting
rights to Shares  acquired  by Bisco in its  tender  offer,  Bisco  retains  the
ability to vote on the Control  Share  Proposal and  eliminates  the  protection
provided by Florida law of excluding interested shares from the vote.           

     IN  SUMMARY,  BISCO'S  PROCESS  OF  SEEKING  A  BYLAW  AMENDMENT  PRIOR  TO
CONSUMMATING  THE BISCO  TENDER OFFER MAY DEPRIVE THE  SHAREHOLDERS  OF VALUABLE
PROTECTIONS  ACCORDED  BY THE  CONTROL  SHARE  ACT:  (1) THE  ABILITY  TO ASSERT
DISSENTERS' RIGHTS IN CERTAIN CIRCUMSTANCES; AND (2) THE EXCLUSION OF INTERESTED
SHARES FROM VOTING ON THE MATTER.                                               

     YOUR BOARD OF DIRECTORS UNANIMOUSLY OPPOSES THE CONTROL SHARE PROPOSAL. THE
BOARD URGES YOU NOT TO GIVE YOUR CONSENT TO THE CONTROL  SHARE  PROPOSAL,  OR IF
YOU HAVE  ALREADY  DONE SO,  URGES YOU TO REVOKE ANY  CONSENT  GIVEN TO BISCO BY
SIGNING, DATING AND RETURNING THE ENCLOSED WHITE REVOCATION OF CONSENT CARD.    

BACKGROUND ON THE CONTROL SHARE ACT                                             

     Pursuant  to the  Control  Share Act,  an  "acquiring  person"  who makes a
"control share acquisition" of shares of an "issuing public corporation" may not
exercise  voting rights for any "control  shares"  unless (1) the  corporation's
articles of  incorporation or bylaws provide that the Control Share Act does not
apply  to  control  share  acquisitions  of the  corporation's  shares,  (2) the
acquisition is consummated in certain circumstances  including an acquisition of
shares approved by the issuing public  corporation's board of directors,  or (3)
such voting  rights are conferred by the  affirmative  vote of a majority of the
issuing  public  corporation's  disinterested  shareholders  at a meeting  or by
written  consent  of  such  shareholders.   Unless  otherwise  provided  in  the
corporation's  articles of  incorporation  or bylaws  before the  control  share
acquisition has occurred, in the event that the control shares are accorded full
voting  rights and the  acquiring  person has  acquired  control  shares  with a
majority or more of all voting power,  shareholders  who do not vote in favor of
authorizing  voting  rights for the  control  shares are  entitled  to  exercise
dissenters'  rights and demand payment for the "fair value" of their shares. See
"Rights of Dissenting Shareholders."                                            

         For purposes of the Control Share Act, a "control share acquisition" is
the acquisition,  directly or indirectly,  by any person of ownership of, or the
power to direct  the  exercise  of voting  power  with  respect  to,  issued and
outstanding  control shares.  "Control  shares" are shares that,  except for the
Control Share Act,  would have voting power with respect to shares of an issuing
public  corporation  that,  when added to all other shares of the issuing public
corporation owned by a person or in respect to which that person may exercise or
direct the exercise of voting  power,  would  entitle  that person,  immediately
after acquisition of the shares,  directly or indirectly,  alone or as part of a
group,  to  exercise or direct the  exercise of the voting  power of the issuing
public  corporation  in the  election of directors  within any of the  following
ranges of voting  power:  (i)  one-fifth or more but less than  one-third of all
voting  power;  (ii)  one-third  or more but less than a majority  of all voting
power; and (iii) a majority or                                                  

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more of all voting power.                                                       

     All shares,  the  beneficial  ownership of which is acquired  within ninety
(90) days before or after the date of  acquisition  of  beneficial  ownership of
shares  which  result  in a  control  share  acquisition,  and  all  shares  the
beneficial  ownership of which is acquired  pursuant to a plan to make a control
share acquisition, are deemed to have been acquired in the same acquisition.    

     An "issuing  public  corporation"  means a corporation  that has (i) 100 or
more  shareholders,  (ii) its principal place of business,  principal  office or
substantial  assets  in  Florida,  and  (iii)  either  (a) more  than 10% of its
shareholders  resident  in  Florida,  (b) more than 10% of its  shares  owned by
residents of Florida, or (c) 1,000 shareholders resident in Florida. The Company
qualifies as an "issuing public corporation."                                   

     The above provisions do not apply to a control share  acquisition of shares
of an issuing public  corporation  whose articles of  incorporation or bylaws in
effect before such control share acquisition  provide that the Control Share Act
does not apply to  control  share  acquisitions  of its  shares.  The  Company's
Articles and Bylaws  currently  do not exclude the Company from the  protections
provided by the Control Share Act. If the Control Share Proposal is adopted, the
Control  Share Act will no longer  apply to control  share  acquisitions  of the
Shares, whether by Bisco or otherwise.                                          

BISCO PROPOSAL 3: THE RIGHTS REVOCATION PROPOSAL

     The  Bisco  Solicitation  also  seeks  shareholder  consent  to the  Rights
Revocation  Proposal  to amend the Bylaws to require  the  Company to redeem the
Rights Agreement, which is called a "poison pill" in the Bisco Solicitation, and
require prior shareholder  approval for adoption of any "poison pill" or similar
anti-takeover  measures  in the future.  The full text of the  Bisco's  proposed
amendment  to the  Bylaws  for the Rights  Revocation  Proposal  is set forth in
Appendix A.                                                                     

     To be adopted,  the Rights Revocation Proposal requires the approval of the
holders on the Record Date of a majority  of the  outstanding  Shares.  See "The
Consent Procedure".                                                             

     THE BOARD  RECOMMENDS THAT YOU REVOKE ANY CONSENT TO THE RIGHTS  REVOCATION
PROPOSAL BY SIGNING,  DATING AND RETURNING THE ACCOMPANYING  WHITE REVOCATION OF
CONSENT CARD TODAY.                                                             

RECOMMENDATION OF THE BOARD                                                     

     REASONS FOR ADOPTING  THE RIGHTS  AGREEMENT:  The Board  adopted the Rights
Agreement to protect the  shareholders  of the Company  from  abusive  practices
which  unfairly  pressure and coerce  shareholders  to sell their shares at less
than full value. Such tactics include partial or "two-tier" offers for less than
all the outstanding Shares where all shareholders may not receive the same price
for their Shares and the acquisition of a controlling  interest in a corporation
through open market purchases without payment of a premium to all shareholders. 

         The Rights  Agreement  was not  intended  to,  and will not,  deter all
takeover bids for the                                                           

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Company.  It does not prevent an offer to all  shareholders of the Company.  The
shareholders   continue   to  possess   the  right  to  vote  on   extraordinary
transactions, such as mergers, major reorganizations and liquidations, to decide
whether to tender  their  shares if a tender  offer is made and to decide how to
vote a proxy.                                                                   

     The Rights  Agreement is designed to encourage  any  potential  acquiror to
negotiate  with  the  Board,  create  time  for the  Company  to  explore  other
alternatives  and  thereby  preserve,  in the event of a  takeover,  values  for
shareholders  to the extent that the Shares are  selling in the stock  market at
prices less than the Company's  long-term  value.  Under Florida law,  directors
have a duty to act with due care in good  faith and in what they  believe to the
best  interest  of the Company and its  shareholders.  As part of its duty,  the
Board is  obliged  to  consider  all  acquisition  offers  on their  merits.  In
contrast, an acquiror who acquires less than majority ownership typically has no
such duty of fairness,  care or loyalty to the Company's  shareholders and, most
significantly, no responsibility to any constituency, except itself, for failure
to pay a fair price or otherwise  act fairly in dealing  with all  shareholders.
The Board,  with its fiduciary  duties  imposed by law, is in the most effective
position to negotiate  with any  potential  acquiror and to take other action in
the best interests of the Company and its shareholders.                         

     BOARDS OF HUNDREDS OF U.S.  CORPORATIONS  HAVE ADOPTED RIGHTS PLANS SIMILAR
TO THAT ADOPTED BY THE COMPANY.  A NUMBER OF STUDIES,  INCLUDING  STUDIES BY THE
GEORGESON & COMPANY INC., A PROXY  SOLICITATION AND INVESTOR RELATIONS FIRM, AND
J.P. MORGAN,  AN INVESTMENT  BANKING FIRM, HAVE SHOWN THAT  CORPORATIONS  WITH A
SHAREHOLDER  RIGHTS PLAN RECEIVE A HIGHER TAKEOVER  PREMIUM THAN COMPANIES WHICH
DO NOT HAVE A RIGHTS PLAN.                                                      

     REASONS TO NOT REDEEM THE RIGHTS:  The reasons  discussed above explain why
the Board adopted the Rights  Agreement.  After its adoption,  the Board has the
discretion to redeem the Rights within certain time limitations set forth in the
Rights  Agreement.  The Board has not redeemed the Rights  Agreement  because it
believes  the  Offer  is not in the  best  interests  of  the  Company  and  its
shareholders. Approval of the Rights Revocation Proposal will facilitate Bisco's
acquisition  of the  Shares,  which the Board  believes  is  adverse to the best
interests of the Company and its shareholders. Accordingly, the Board recommends
that the shareholders  vote AGAINST the Rights  Revocation  Proposal.  The Board
further  notes that there can be no  assurance  that Bisco will  consummate  its
Offer even if the Rights  Revocation  Proposal is  approved.  In that case,  the
Company would be left without the  protection  of the Rights  Agreement if it is
faced with another unsolicited tender offer in the future.                      

     ADDITIONAL REASONS NOT TO APPROVE THE RIGHTS REVOCATION PROPOSAL: The Board
also recommends AGAINST the Rights Revocation  Proposal because it would prevent
the Board from adopting "any 'poison pill',  rights agreement . . . or any other
plan,  agreement,  bylaw or  provision  that is designed to or has the effect of
making  acquisition  of large  holdings of the  corporation's  common stock more
difficult or expensive."                                                        

         This proposed bylaw is too vague,  and its proposal  further  evidences
Bisco's lack of expertise in managing public companies. The proposed bylaw could
be interpreted  to prevent the Company from entering into certain  agreements in
the ordinary  course of business that often include  provisions  that could have
the effect of making  "acquisitions  of large blocks of Shares more expensive or
difficult."  For instance,  the Company's  mortgage  documents  with its primary
lender contain a provision  requiring the lender's  approval of  acquisitions of
over 25% of the  outstanding  Shares.  Obtaining the                            

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lender's  consent,  or more  importantly,  having the entire balance of the loan
become due and payable if the lender  refuses to consent,  could  certainly make
the acquisition more difficult and expensive. Similarly, the Company has entered
into a lease  for one of its  highest  revenue  restaurants  that  requires  the
lessor's  consent to any change in the owner of a  controlling  interest  of the
Company.  Such a provision  would also violate the bylaw  proposed by the Rights
Revocation  Proposal.  If the  Company  is  unable to enter  into such  commonly
required  provisions,  it may not be able to obtain the  financing  or leases it
needs to operate or may not be able to enter into such financing or leases on as
favorable terms.                                                                

     Moreover,  the bylaw  proposed  by the  Rights  Revocation  Proposal  would
prevent the Company from instituting any shareholder  rights plan similar to the
Rights  Agreement.  As  explained  in the section on "REASONS  FOR  ADOPTING THE
RIGHTS  AGREEMENT",  a rights plan  encourages an acquiror to negotiate with the
Board.  Obtaining  shareholder  approval involves the calling a special meeting,
preparing and  circulating a proxy  statement and holding the special  meeting--
all of which takes time. If the Board is required to obtain shareholder approval
before  instituting  a rights  plan,  it may not be able to  obtain  shareholder
approval  before the harm the rights plan was  designed to prevent is done.  For
example,  without a rights  plan,  an acquiror  may initiate an cash offer for a
percentage of the outstanding Shares with the intent to acquire the remainder of
the outstanding Shares for preferred stock or other consideration. A shareholder
faced  with this  scenario  may feel  coerced  to tender his Shares in the first
tender offer because he would rather have cash than the preferred stock or other
consideration,  regardless  of the  alleged  value  of the  alternative  form of
consideration.  Thus, the initial  tender offer would be rapidly  oversubscribed
and the acquiror  could acquire  control of the Company  without the Board being
able to evaluate the offer, negotiate a higher price from the acquiror,  explore
alternative  transactions on more favorable terms to all shareholders or to take
other action it considered appropriate under the circumstances.                 

     IN SUMMARY,  THE BYLAW  PROPOSED BY THE RIGHTS  REVOCATION  PROPOSAL  COULD
HAMSTRING THE COMPANY'S ABILITY TO OPERATE IN THE ORDINARY COURSE OF BUSINESS BY
NOT PERMITTING THE COMPANY TO ENTER INTO CERTAIN AGREEMENTS AND IT COULD PREVENT
THE BOARD FROM TAKING TIMELY DEFENSIVE MEASURES IN THE FUTURE TO SLOW OR PREVENT
AN UNSOLICITED  OFFER THAT IS NOT IN THE BEST INTERESTS OF ALL  SHAREHOLDERS AND
THE COMPANY.                                                                    

         YOUR BOARD OF  DIRECTORS  UNANIMOUSLY  OPPOSES  THE  RIGHTS  REVOCATION
PROPOSAL.  THE BOARD URGES YOU NOT TO GIVE YOUR CONSENT TO THE RIGHTS REVOCATION
PROPOSAL,  OR IF YOU HAVE ALREADY DONE SO, URGES YOU TO REVOKE ANY CONSENT GIVEN
TO BISCO BY SIGNING,  DATING AND  RETURNING  THE ENCLOSED  WHITE  REVOCATION  OF
CONSENT CARD.                                                                   

HOW THE RIGHTS AGREEMENT WORKS                                                  

     The Rights Agreement  encourages an acquiror to negotiate with the Board by
creating  substantial  dilution for the acquiror  unless the Board  approves the
acquisition,  redeems the Rights or takes other  actions set forth in the Rights
Agreement. The Rights Agreement does this by giving each holder of Shares (other
than the  acquiror  as  explained  below) a Right to  purchase  Shares  from the
Company on favorable terms under certain conditions summarized below.           

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     Initially,  the Rights are attached to all Shares  outstanding  as of March
19, 1997 and will be attached to all Shares issued  thereafter,  and no separate
Rights  certificates  will be  distributed.  The Rights will  separate  from the
Shares and a  "Distribution  Date"  will occur upon the  earlier of the close of
business on (i) the tenth day following a public  announcement  that a person or
group of affiliated or associated  persons (an "Acquiring  Person") has acquired
beneficial  ownership  of 15%  or  more  of the  outstanding  Shares  or  voting
securities representing 15% or more of the voting power of the Company, (ii) the
tenth day or such later date as determined  by the Board of Directors  after the
commencement  of a tender offer or exchange  offer that would result in a person
or group  beneficially  owning  15% or more of the  outstanding  Shares  or such
voting power of the Company then  outstanding,  or (iii) the tenth day following
the determination by a majority of the members of the Board who are not officers
of the Company that, with respect to any person who, alone or with affiliates or
associates,  has become the beneficial  owner of 10% or more of the  outstanding
Shares or voting  power of the Company  then  outstanding,  (a) such  beneficial
ownership  is  intended  to cause  the  Company  to  provide  such  person  with
short-term  financial  gain by  repurchasing  his Shares or voting  power  under
circumstances  where such directors  determine that such repurchase would not be
in the best long-term  interests of the Company and its shareholders or (b) such
beneficial ownership is causing or reasonably likely to cause a material adverse
impact on the business or certain  business  prospects or  relationships  of the
Company.  (Any person whose beneficial ownership satisfies the conditions of (a)
or (b) of clause  (iii) above is referred to herein and in the Rights  Agreement
as an "Adverse Person").                                                        

     In light of the Bisco Offer,  the Board of Directors of the Company elected
to postpone the  Distribution  Date which would have  otherwise  been  triggered
under  clause  (ii) in the  foregoing  paragraph  until  earlier to occur of the
following: (a) the date of Bisco's public announcement that it has closed on the
Bisco offer or otherwise  acquired  sufficient  Shares to meet the definition of
Acquiring  Person,  or (b) the date of  Bisco's  public  announcement  that,  in
response to the Bisco  Solicitation,  it has received  consents  representing  a
majority of the outstanding Shares.                                             

     The Rights become  exercisable after a "Flip-In Event" which is either when
(i) a person becomes the beneficial owner of 15% or more of the then outstanding
Shares except through certain business combinations  described below or an offer
for all outstanding Shares which the independent and disinterested  directors of
the Company  determine to be at a fair price and otherwise in the best interests
of the Company and its  shareholders  or (2) any person is  determined  to be an
Adverse  Person.  Please note that the Rights will not become  exercisable and a
Flip-In Event will not occur until Bisco  consummates  the tender offer for less
than all the outstanding Shares or until Bisco and its affiliates acquire 10% of
the outstanding Shares and the Board determines that Bisco is an Adverse Person.

         After a Flip-in Event, each holder of a Right (with the exception of an
Adverse or  Acquiring  Person)  will have the right to buy Shares at half of the
lowest  trading price during the last twelve months for $5.00.  However,  Rights
are not exercisable following the occurrence of a Flip-in Event until the Rights
are no longer redeemable by the Company as set forth below.                     

         For  example,  if a  shareholder  (other than an  Acquiring  or Adverse
Person)  owns 100 Shares,  he or she has the Right to buy one share of preferred
stock (since each Right is to purchase  1/100th of a share of preferred  stock).
After the Rights become  exercisable  following a Flip-In Event, the shareholder
has the right to buy for $5.00 Shares at half of the lowest trading price during
the last                                                                        

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twelve months.  The Company's lowest trading price in the last twelve months was
$.4675.  Therefore,  by paying $5.00 and exercising the Right,  the  shareholder
will  acquire 21 Shares for $.23375 per Share.  If the current  market  price is
$.80 per Share,  the shareholder  would have acquired Shares with a market value
of $16.80 for only $5.00.  This example is for  illustrative  purposes  only and
should not be treated as an estimate  of amounts a  shareholder  would  actually
receive  upon  exercise of the Rights or of future  prices of the  Shares.  Such
amounts will depend on the  occurrence of certain events set forth in the Rights
Agreement, the market prices of the Shares at the time of any exercise and other
factors which cannot be predicted.                                              

     If certain business  combinations  involving the Company occur, each holder
of a Right  may have the right to buy for  $5.00  shares of common  stock of the
acquiring company at half of the acquiring company's lowest trading price during
the last twelve months.                                                         

     Rights that are or were  beneficially  owned by an  Acquiring  Person or an
Adverse  Person  may  (under  certain  circumstances  specified  in  the  Rights
Agreement) become null and void.                                                

     At any time after the occurrence of a Flip-in Event,  the Board may, at its
option,  exchange the Rights (other than Rights owned by an Acquiring  Person or
an Adverse  Person) in whole or in part,  at an  exchange  ratio of one Share or
equivalent equity security, per Right.                                          

     The Board may redeem  all of the Rights at a price of $0.001 per Right,  as
such amount may be  appropriately  adjusted to reflect  any stock  split,  stock
dividend  or similar  transaction,  only until the  earliest of (i) the close of
business on the 10th day  following the date on which a person is declared to be
an Adverse  Person,  (ii) the close of business on the 10th  calendar  day after
public  announcement that a person or group has become a 15% beneficial owner of
the Shares or (iii) March 17, 2007.  Immediately upon the Board's  redemption of
the Rights,  the right to exercise the Rights will  terminate and the holders of
Rights will only have the right to receive the redemption price.                

     THE FOREGOING  SUMMARY OF TERMS AND  CONDITIONS OF THE RIGHTS  AGREEMENT IS
NOT  COMPLETE  AND IS  QUALIFIED  IN ITS  ENTIRETY  BY  REFERENCE  TO THE RIGHTS
AGREEMENT BETWEEN THE COMPANY AND CHASEMELLON  SHAREHOLDER SERVICES,  INC. WHICH
IS ATTACHED AS EXHIBIT 1 TO THE  COMPANY'S  REGISTRATION  STATEMENT  ON FORM 8-A
DATED MARCH 19, 1997 AND IS HEREBY INCORPORATED BY REFERENCE.  UPON REQUEST, THE
COMPANY WILL PROVIDE  SHAREHOLDERS WITH COPIES OF THE RIGHTS  AGREEMENT.  A MORE
DETAILED SUMMARY OF THE RIGHTS AGREEMENT WAS MAILED TO EACH SHAREHOLDER WITH THE
COMPANY'S SCHEDULE 14D-9 RECOMMENDING REJECTION OF THE BISCO OFFER.             

BISCO PROPOSAL 4: THE BYLAW RESTRICTION PROPOSAL

     According  to  the  Bisco  Solicitation,  the  Bylaw  Restriction  Proposal
proposes to amend the Bylaws of the Company by adding the following provision:  

          "AMENDMENT  OF  BYLAWS.  The  bylaws of this  corporation  may only be
     amended  or  repealed  by the  shareholders  and  shall not be  subject  to
amendment or repeal by the Board of Directors."                       

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     To be adopted,  the Bylaw Restriction Proposal requires the approval of the
holders on the Record Date of a majority  of the  outstanding  Shares.  See "The
Consent Procedure".                                                             

     THE BOARD  RECOMMENDS THAT YOU REVOKE ANY CONSENT TO THE BYLAW  RESTRICTION
PROPOSAL BY SIGNING,  DATING AND RETURNING THE ACCOMPANYING  WHITE REVOCATION OF
CONSENT CARD TODAY.                                                             

RECOMMENDATION OF THE BOARD                                                     

          THE BOARD BELIEVES THAT IT IS IMPRACTICAL, UNNECESSARY AND ILL-ADVISED
TO PROHIBIT THE BOARD FROM AMENDING THE BYLAWS.                       

     The Bisco  Solicitation  proposes that the Bylaws of the Company be amended
to permit only the  shareholders of the Company to amend the Bylaws.  Currently,
both the  shareholders  of the Company  and the Board may amend the Bylaws.  The
Board  believes  that the  Bylaw  Restriction  Proposal  is HIGHLY  UNUSUAL  AND
ILL-ADVISED. Under the principles of modern corporate governance, the bylaws are
generally  considered the "working"  document,  containing  specific  provisions
regarding  the  management  of the affairs of the  corporation.  For example,  a
corporation's  bylaws  usually  contain  provisions  enumerating  the titles and
duties of the corporation's officers, rules for stock transfers,  procedures for
meetings of the Board and its  committees  and similar  procedural  regulations.
Although  Florida law permits  shareholders  to provide that  directors  may not
amend or repeal  bylaws,  typically  bylaws are intended to be separate from and
more flexible than the articles of incorporation.  Thus, since only shareholders
can amend the  articles  of  incorporation,  certain  formalities  or details of
management that require  constant  change and flexibility  usually appear in the
bylaws so that the  directors can modify these  provisions  from time to time to
conform with current corporate practice and applicable law.                     

     For a publicly traded company,  the Bylaw  Restriction  Proposal is absurd,
since it may prevent  the Board from being able to timely  update its bylaws for
changes in the Company's business,  the restaurant industry or Florida corporate
law. In addition,  the Bylaw  Restriction  Proposal  will cost your Company more
money.  Obtaining  shareholder  approval is more expensive than obtaining  Board
approval as  shareholder  approval of every bylaw  amendment  may entail  higher
attorney's fees to prepare the proxy statement on any proposed bylaw  amendment,
greater  printing and mailing costs for a longer proxy  statement and additional
management time communicating with shareholders on the proposed bylaw amendment.

     Moreover,  there are better  means of  reserving  matters  for  shareholder
control.  For example, as described above, if shareholders do not wish the Board
to be able to amend certain  provisions,  those  provisions are simply placed in
the Articles.  Even your Board has suggested this approach,  as evidenced by the
Proposed Articles  Amendment!  Also, if specific Bylaw provisions should only be
amended by  shareholder  vote,  the specific Bylaw can state that it may only be
amended by  shareholder  vote.  There is simply no  rational  reason to lock the
directors  out of the  Bylaws  completely.  The  impracticability  of the  Bylaw
Restriction  Proposal is just further evidence of how  ill-equipped  Bisco is to
participate in the management of a publicly-traded company.                     

     YOUR BOARD OF DIRECTORS UNANIMOUSLY OPPOSES THE BYLAW RESTRICTION PROPOSAL.
THE BOARD URGES YOU NOT TO GIVE YOUR CONSENT TO THE BYLAW RESTRICTION  PROPOSAL,
OR IF YOU HAVE ALREADY  DONE SO, URGES YOU TO REVOKE ANY CONSENT  GIVEN TO BISCO
BY SIGNING, DATING AND RETURNING THE ENCLOSED WHITE REVOCATION OF CONSENT CARD. 

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POTENTIAL ANTI-TAKEOVER EFFECT OF BOARD ACTION

     In  connection  with its review  and  evaluation  of the  Offer,  the Board
determined  not to opt out of the  Control  Share  Act,  adopted  the New Bylaws
previously under  consideration and accelerated the dividend date for the Rights
Agreement.  While giving added protection to the Company's  shareholders,  these
actions,  individually  and  collectively,   may  have  certain  "anti-takeover"
effects. Bisco has conditioned the Offer on its being satisfied that the Control
Share  Act will not  apply to the  Offer or will not deny  voting  rights to the
Shares  acquired  by Bisco in the  Offer.  If the Board  does not opt out of the
Control  Share  Act  and the  shareholders  do not  approve  the  Control  Share
Proposal,  Bisco may not consummate its tender offer. The Company's decision not
to opt out of the Control  Share Act may also deter  mergers,  tender offers and
other takeover attempts in the future.                                          

     The adoption of the Rights  Agreement may also inhibit the efforts of Bisco
and other shareholders from acquiring a controlling percentage of the Shares and
displacing  management.  As  discussed  in  the  section  entitled  "THE  RIGHTS
REVOCATION  PROPOSAL",  if a Flip-In  Event or other  circumstances  occur,  the
Rights become exercisable and may create  substantial  dilution for the acquiror
unless the Board  approves  the  acquisition,  redeems the Rights or takes other
actions set forth in the Rights  Agreement.  Unless Bisco can convince the Board
to redeem the  Rights or the  shareholders  to consent to the Rights  Revocation
Proposal,  it may elect to not consummate its Offer because of the potential for
dilution  created by the Rights  Agreement.  Thus,  the Board's  adoption of the
Rights  Agreement  and  decision  not to redeem  the  Rights  combined  with the
shareholders'  disapproval of the Rights  Revocation  Proposal may prevent Bisco
from consummating the Offer. The Rights Agreement may also deter other acquirors
from  initiating  a tender  offer or other  acquisition  of the Shares,  even if
certain  shareholders  may be in favor of such a tender offer or other  proposed
transaction.  Also, as described above,  the Board's  determination of who is an
"Adverse Person" under the Rights Agreement may, under certain circumstances and
subject  to its  fiduciary  duties,  enable  the  Board to favor  one  potential
acquiror over another.                                                          

     Likewise, certain provisions of the New Bylaws may render it more difficult
for a  significant  shareholder  to assume  control of the Company and to remove
management.  For instance,  the Classified  Board and Vacancy  Provisions  would
operate  to delay a  purchaser's  ability  to  obtain  control  of the  Board of
Directors,  since it will  generally  take a  purchaser  two annual  meetings of
shareholders to elect a majority of the Board. As a result, these provisions may
deter certain mergers,  tender offers or other takeover attempts which some or a
majority of the Company's  shareholders  may deem to be in their best interests.
In addition,  these  provisions  would similarly delay  shareholders  who do not
approve of  policies of the Board from  replacing  a majority of the  directors,
unless they can obtain the requisite  shareholder  vote to remove  directors and
then  convince  80%  of  the  remaining   directors  to  elect  more  acceptable
replacements.  The Notice  Provisions  require a shareholder to satisfy  certain
procedural  requirements  in  nominating  directors  or  proposing  a matter for
shareholder   vote.  If  the   shareholder   fails  to  satisfy  the  procedural
requirements of the Notice Provisions,  such as failing to give the Board notice
of the  nomination or proposal  sixty days before the  anniversary  date of last
year's annual meeting,  the Notice Provisions would prevent the shareholder from
being able to make the  nomination or proposal,  even if the other  shareholders
may be in favor of such nomination or proposal.                                 

         Whereas the Board's  adoption of the Rights  Agreement and the decision
not to opt out of the                                                           

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Control  Shares Act may deter  attempts to assume  control of the  Company,  the
Board retains the ability to remove these  impediments  if it determines  that a
tender offer or similar  transaction is in the best interests of the Company and
its  shareholders.  Similarly,  while the classified board and Vacancy Provision
may delay the  assumption  of control,  they do not prevent  it.  Moreover,  the
procedures  imposed by the Notice  Provisions limit how shareholder  nominations
and  proposals  are made but do not prevent  them.  The Board  believes that the
advantages  of its  adoption  of the  Rights  Agreement  and New  Bylaws and its
determination not to opt out of the Control Shares Act outweigh any disadvantage
of  discouraging a potential  acquiror from  attempting to obtain control of the
Company.                                                                        

 THE CONSENT PROCEDURE

     Section  607.0704  of the Florida  Business  Corporation  Act states  that,
unless  otherwise  provided  in  the  Company's  Articles,  action  required  or
permitted by the Florida  Business  Corporation  Act to be taken at an annual or
special meeting of shareholders,  may be taken without a meeting,  without prior
notice,  and without a vote if the action is taken by the holders of outstanding
stock of each voting group  entitled to vote  thereon,  having not less than the
minimum  number  of votes  with  respect  to each  voting  group  that  would be
necessary  to  authorize  or take such  action at a meeting  at which all voting
groups and shares  entitled to vote thereon were present and voted.  In order to
be  effective,  the action must be  evidenced  by one or more  written  consents
describing the action taken, dated and signed by approving  shareholders  having
the requisite number of votes of each voting group entitled to vote thereon, and
delivered to the corporation's  principal office in Florida, its principal place
of  business,  the  corporate  secretary,  or  another  officer  or agent of the
corporation  having  custody of the book in which  proceedings  of  meetings  of
shareholders are recorded.                                                      

     The  Company's  Articles  and  Bylaws do not  prohibit  the use of  written
consents by the holders of the Shares.                                          

     Section 607.0707 of the Florida Business  Corporation Act provides that, if
not  otherwise  provided  by or  pursuant  to the  bylaws,  the record  date for
determining  shareholders  entitled to take action without a meeting is the date
the first signed  written  consent is delivered as described  above.  Article I,
Section  1.2(b),  of the New Bylaws provides that the Board may fix in advance a
date as the record date for any  determination of shareholders,  and that "if no
record date is fixed for the  determination of shareholders  entitled to deliver
written consent to a corporate action without a meeting, when no prior action by
the Board is  necessary,  the  record  date  shall be the day on which the first
signed written consent is delivered to the Corporation."                        

     The Board did not fix a record  date.  Therefore,  the Record Date is April
30,  1997,  which is the date on which the first  consent was  delivered  to the
Company. As of the Record Date, there were 11,030,000 Shares  outstanding,  each
entitled to one vote per Share, with no Shares having cumulative voting rights. 

     Under Section  607.0704 of the Florida Business  Corporation Act,  consents
must be delivered within sixty (60) days of April 30, 1997.                     

     Each of the proposals in the Bisco  Solicitation will be adopted and become
effective when properly completed,  unrevoked consents are signed by the holders
of record on the Record Date of a                                               

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majority of the  outstanding  Shares and those  consents  are  presented  to the
Company.                                                                        

     Under  Florida  law,  abstentions  and broker  non-votes  from the  consent
solicitation  will be counted as a vote  against  each of the  proposals  in the
Bisco  Solicitation.  A broker non-vote generally occurs when a broker who holds
shares in street name for the  beneficial  owner does not have authority to vote
on certain non-routine matters under the rules of the market on which the shares
are traded  because the  beneficial  owner of the shares held in street name has
not provided voting  instructions on the matter.  Under  applicable rules of the
National Association of Securities Dealers ("NASD"), brokers that hold shares in
street name will not have the  authority to execute or revoke a consent  without
instructions from the beneficial owners of the Shares.                          

     Section 2.6 of Article II of the New Bylaws  provides  that the Company may
engage  independent  inspectors of elections to perform a ministerial  review of
the validity of any written shareholder consents or revocations of consents.  No
action by written  consent  without a meeting shall be effective until such date
as the independent inspectors certify to the Company that the consents delivered
to the Company in  accordance  with  Section  607.0704  of the Florida  Business
Corporation  Act  represent at least the minimum vote that would be necessary to
take corporate action. This section of the New Bylaws does not limit the Board's
or  shareholders'  ability  to  contest  the  validity  of  any  consent  or its
revocation.  The Bisco  Solicitation  seeks to repeal  this  section  of the New
Bylaws.                                                                         

     If you have  already  returned  your  consent to Bisco,  you may revoke any
previously signed consents by signing, dating and returning the WHITE Revocation
of Consent Card. If you need assistance in revoking a previously  mailed consent
or instructions  on how to withdraw your shares from Bisco's Offer,  please call
our proxy solicitor, Corporate Investor Communications, Inc., toll free at (800)
932-8498, or collect at (201) 896-1900.                                         

 RIGHTS OF DISSENTING SHAREHOLDERS

     Under  the  Control  Share  Act,  unless  the  corporation's   articles  of
incorporation  and bylaws provide otherwise before the control share acquisition
has occurred,  if full voting rights are authorized for control shares  acquired
in the control share  acquisition and the acquiring  person has acquired control
shares  with a majority  or more of all  voting  power of the  corporation,  all
shareholders of the issuing public  corporation shall have dissenters' rights to
receive the "fair  value" of their  shares as  provided  in  Sections  607.1301,
607.1302 and 607.1320 of the Florida  Business  Corporation  Act (the "Appraisal
Statute"). To assert dissenters' rights, among other steps, the shareholder must
not have voted in favor of the  proposal to grant  voting  rights to the control
shares  acquired  in the control  share  acquisition  and must have,  before the
taking of the vote on the approval of such proposal,  delivered a written notice
to the Company  stating that he or she intends to demand  payment for his or her
shares if the proposal is  effectuated.  Under the Control  Share Act, the "fair
value" of the  Shares  means a value not less than the  highest  price per share
paid by the acquiring person in its control share acquisition.                  

     If the shareholders  approve the Control Share Proposal,  shareholders will
not be able to assert  dissenters'  rights  since the Bylaws would be amended to
provide  otherwise before the occurrence of the control share  acquisition Bisco
is pursuing through its tender offer.                                           

         None of the  proposals  in the Bisco  Solicitation  create  dissenters'
rights under the Florida                                                        

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Business Corporation Act.                                                       

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 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

     The table below presents certain information regarding beneficial ownership
of the Shares (the  Company's  only voting  security) as of May 1, 1997, by 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 Shares outstanding.         

NAME AND ADDRESS OF         AMOUNT OF COMMON STOCK                              
BENEFICIAL OWNER               BENEFICIALLY OWNED             PERCENT OF CLASS
----------------               ------------------             ----------------

Heartland Advisors, Inc.            900,000 (1)                   8.2%          
790 North Milwaukee Street                                                      
Milwaukee, WI  53202                                                            

Glen F. Ceiley                      740,090 (2)                   6.7%          
c/o Bisco Industries, Inc.                                                      
704 West Southern Avenue                                                        
Orange, CA  92865                                                               

Cerberus Partners, L.P.             700,000 (3)                   6.0%          
950 Third Avenue, 20th Floor                                                    
New York, New York  10022                                                       

------------------------------                                                  

(1)  Based on information  contained in a Schedule 13G filed with the Commission
     as of February 12, 1997,  Heartland Advisors,  Inc. claimed sole voting and
     dispositive  power with respect to all 900,000 Shares and shared voting and
dispositive power with respect to none of the Shares.                 

(2)  Based on  information  set  forth in the  definitive  Consent  Solicitation
     Statement  filed with the Commission on April 29, 1997,  Bisco owns 126,300
     Shares;  Glen F.  Ceiley,  President  and a director of Bisco,  owns 95,600
     Shares,  individually;  and the Bisco Plan owns 518,190 Shares.  The amount
     does not include 15,000 Shares owned individually by Stephen Catanzaro,  an
     executive  officer of Bisco.  According  to the  Schedule  13D of Ceiley as
     amended on January 16, 1997,  Ceiley has the sole power to vote and dispose
     of the Shares he owns  individually and the power to vote and to dispose of
the Shares owned by Bisco and the Bisco Plan.                         

(3)  Represents  Shares  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 700,000
Shares for $.40 per share. None of such Shares are outstanding.       

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SECURITY OWNERSHIP OF MANAGEMENT

     The table below presents certain information regarding beneficial ownership
of the Shares as of May 1, 1997, by each  executive  officer and director of the
Company and all executive officers and directors as a group.                    

                                                        [Enlarge/Download Table]


                                              NUMBER OF SHARES                                      
                                                WHICH MAY BE                                        
                            NUMBER OF SHARES   ACQUIRED WITHIN    TOTAL SHARES                      
        NAME                     OWNED           60 DAYS (1)    BENEFICIALLY OWNED  PERCENT OF CLASS
        ----                     -----         --------------   ------------------  ----------------

                                                                                                    
Lewis E. Christman, Jr.           11,409            100,000            111,409              1.00%   

Joseph M. Glickstein, Jr.         60,059          ---------             60,059               .54%   

Richard M. Gray                   60,059          ---------             60,059               .54%   

Robert J. Martin                  52,614(2)          53,000            105,614               .95%   

Edward B. Alexander               12,500             82,000             94,500               .85%   

All officers and directors       196,641            262,250            458,891              4.06%   
as a group (6 persons)                                                                              


(1)  Does not  include  options to  purchase  Shares not  currently  exercisable
     within sixty (60) days of April 15, 1997,  including 100,000 Shares subject
     to an option  granted to Mr.  Christman,  52,000 Shares  subject to options
     granted to Mr.  Alexander,  52,000 Shares subject to options granted to Mr.
     Martin and 27,250 Shares  subject to options  granted to another  executive
officer of the Company.                                               

(2)  Includes 5,800 shares owned by the spouse of Mr. Martin.                   

INTERESTS OF CERTAIN PERSONS

     The following  summarizes  arrangements and agreements  between Company and
its officers and directors that may be affected if the Control Share Proposal or
Rights  Revocation  Proposal are duly  approved by  shareholder  consent and the
Offer is consummated.                                                           

     The Company has entered into employment  agreements  with Mr.  Christman to
serve as Chief  Executive  Officer of the Company through June 1998 and with Mr.
Alexander to serve as Chief  Financial  Officer of the Company  through  October
1998. These agreements provide,  among other matters,  that the Company will pay
Messrs.  Christman  and  Alexander  certain  salaries  and other  benefits.  The
agreements further provide that Messrs. Christman and 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 their employment "without cause" (as
defined in such agreement).                                                     

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     The Company also has entered into a one-year consulting  agreement with Mr.
Martin,  a director of the Company,  in  connection  with his  retirement  as an
officer of the  Company,  for a retainer  of $13,500 and  continued  medical and
other insurance benefits. Under the consulting agreement, Mr. Martin also agreed
not to take certain actions to compete with the Company or to interfere with its
business  relationships  for a period  of two  years  after  termination  of the
consulting  agreement.  If the consulting agreement is terminated by the Company
"without cause" (as defined in such agreement), the Company must pay the balance
of any consulting fee for the remaining term of the agreement.                  

     These agreements were discussed in greater detail in the Company's Schedule
14D-9 previously provided to the shareholders and copies of the full text of the
agreements were included as exhibits to the Company's  Schedule 14D-9 filed with
the Commission as of March 19, 1997.                                            

     The  Company's  Amended  Employee  Stock Option Plan and option  agreements
executed  thereunder  provide that options granted thereunder become immediately
exercisable  if a person  acquires  beneficial  ownership  of 33% or more of the
outstanding Shares.  Similarly,  the Company's Long Term Incentive Plan provides
that options granted thereunder will become immediately  exercisable upon, among
other events,  any person's becoming the beneficial owner directly or indirectly
of 25% or more of the combined  voting power of the Shares or the first purchase
of  Shares  pursuant  to a tender  or  exchange  offer  (other  than a tender or
exchange offer made by the Company).  The executive  officers  holding  affected
options,  the number of affected  shares and the exercise price thereof were set
forth in a table included in the Company's Schedule 14D-9 previously provided to
the shareholders.                                                               

     Directors of the Company who are not  employees  receive an annual grant of
nonqualified  stock  options  under  the  Stock  Option  Plan  for  Non-employee
Directors.  The options are granted at an exercise price per share 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 $10,000.  The options are
immediately  exercisable and expire five years from the date of grant. Directors
who are full-time  employees of the Company receive $100 for each meeting of the
Board they attend.  Nonemployee  directors  receive a fee of $500 for each Board
meeting  attended.  No fees are paid for attendance at meetings of committees of
the Board.                                                                      

     Director Glickstein is a partner with Glickstein & Glickstein,  P.A., a law
firm which the  Company  retained  in 1995 and plans to retain to provide  legal
advice from time to time in the future.                                         

 SOLICITATION OF REVOCATIONS

     The cost of the solicitation of revocations of consent will be borne by the
Company.  The Company  estimates that the total  expenditures in connection with
such solicitation  (including the fees and expenses of the Company's  attorneys,
advertising,  printing,  mailing, travel and other costs, but excluding salaries
and wages of the  Company's  officers and employees and the fees and expenses of
CIC)  will be  approximately  $40,000.  In  addition  to  solicitation  by mail,
directors,  officers and other employees of the Company may, without  additional
compensation, solicit revocations by mail, in person, by telephone and facsimile
or by other electronic means.                                                   

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     The  Company  has  retained  CIC,  at an  estimated  fee  of  $25,000  plus
reasonable  disbursements,   postage,  filing  reports,  courier  charges,  data
transmissions  and other  expenses  approved  by the  Company,  to assist in the
solicitation of revocations and of proxies in connection with the Annual Meeting
of  Shareholders.  Approximately 12 persons will be utilized by such firm in its
efforts.  The Company will reimburse  brokerage  houses,  banks,  custodians and
other nominees and fiduciaries for out-of-pocket expenses incurred in forwarding
the  Company's  consent  revocation  materials  to, and  obtaining  instructions
relating to such materials from, beneficial owners of the Shares.               

 SHAREHOLDER PROPOSALS

     Proposals of  shareholders  to be  presented at the 1998 Annual  Meeting of
Shareholders must be received by the Company  (addressed to the attention of the
Secretary)  not later than January 21, 1998, 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,  unless the Bylaws Repeal Proposal is approved, a
shareholder  is required to comply with the Company's New Bylaws with respect to
any proposal to be brought before an annual  meeting.  The New Bylaws  generally
require that each written proposal be delivered to or mailed and received by the
Secretary of the Company at 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 New Bylaws.                  

We appreciate your support and encouragement.                         

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 IMPORTANT

          1. If your  shares are  registered  in your own name,  please mark the
     REVOCATION  box,  sign,  date and mail the  enclosed  WHITE  Revocation  of
Consent Card to CIC, in the postage-paid envelope provided.           

          2. If you have  previously  signed and returned a GOLD consent card to
     Bisco,  you have every  right to change your mind.  Only your latest  dated
     card will count. You may revoke any GOLD consent card already sent to Bisco
     by signing,  dating and mailing the enclosed  WHITE  Revocation  of Consent
Card in the postage-paid envelope provided.                           

          3. If your  shares  are held in the name of a  brokerage  firm,  bank,
     nominee  or  other  institution,  only it can  sign a WHITE  Revocation  of
     Consent  Card with  respect to your  shares and only after  receiving  your
     specific instructions. Accordingly, please sign, date and mail the enclosed
     WHITE Revocation of Consent Card in the postage-paid  envelope  provided by
     your bank,  broker or other  institution.  To ensure  that your  shares are
     voted, you should also contact the person  responsible for your account and
     give  instructions  for a WHITE  Revocation  of Consent Card to be executed
representing your shares.                                             

          4. In the alternative, your bank or other nominee institution may sign
     a WHITE  Revocation of Consent Card without your specific  instruction  and
then may forward the executed  card to you to return.                 

          5. After signing the enclosed WHITE Revocation of Consent Card, do not
     sign or return the GOLD consent  card. Do not even vote "Do Not Consent" on
     Bisco's GOLD consent card.  Such action will void your WHITE  Revocation of
Consent Card.                                                         

          If you have any questions  about giving your  revocation of consent or
require assistance, please call:                                      

 CORPORATE INVESTOR COMMUNICATIONS, INC.

 111 COMMERCE ROAD
CARLSTADT, NEW JERSEY 07072-2586
 CALL TOLL FREE (800) 932-8498

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REVOCATION OF CONSENT CARD
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
 FAMILY STEAK HOUSES OF FLORIDA, INC.,
 IN OPPOSITION TO THE SOLICITATION OF BISCO INDUSTRIES, INC.

     The  undersigned,  a holder of shares of common  stock,  par value $.01 per
share (the "Shares"),  of Family Steak Houses of Florida,  Inc. (the "Company"),
acting with respect to all of the Shares held by the undersigned at the close of
business on the Record Date,  hereby acts as follows  concerning the proposal of
Bisco Industries, Inc. (the "Bisco") set forth below:                           

     THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD") RECOMMENDS A REVOCATION
OF CONSENT TO EACH OF THE BISCO PROPOSALS.                            

     1. Repeal of any amendments to bylaws or any bylaws of the Company  adopted
without  shareholder  approval  subsequent  to November 27, 1985,  and prior the
effectiveness of any bylaw amendments adopted through the Bisco Solicitation.   

[    ]    REVOCATION                                                            
          The  undersigned  hereby  revokes any and all consents and proxies for
          consents which the undersigned may have given for Bisco's  proposal to
repeal any Bylaw amendments adopted since 1985.             

     2.  Resolution that the Bylaws of the Company be amended to add language to
provide that Section 607.0902 of the Florida Business  Corporation Act shall not
apply to control share acquisitions of the Company.                             

[   ]    REVOCATION                                                             
         The  undersigned  hereby  revokes any and all  consents and proxies for
         consents  given for Bisco's  proposal  to opt out of the Control  Share
Act.                                                          

     3.  Resolution  to amend the  Company's  Bylaws to require  the  Company to
redeem the shareholder  rights  agreement  recently  adopted by the Board and to
require prior shareholder  approval for adoption of any shareholder  rights plan
or similar defensive measure in the future.                                     

[   ]    REVOCATION                                                             
         The  undersigned  hereby  revokes any and all  consents and proxies for
         consents which the undersigned  may have given for Bisco's  proposal to
redeem the shareholder rights agreement.                      

     4.  Resolution to amend the  Company's  Bylaws to prohibit any amendment of
the Bylaws by the Board of Directors.                                           

[   ]    REVOCATION                                                             
         The  undersigned  hereby  revokes any and all  consents and proxies for
         consents which the undersigned  may have given for Bisco's  proposal to
 amend the Bylaws to prohibit any bylaw amendments by the Board.

 (IMPORTANT INSTRUCTIONS -- PLEASE READ CAREFULLY)

     Please indicate your opposition to each of Bisco's proposals by marking the
box beside  "Revocation"  and signing,  dating and mailing this  revocation card
promptly,  using the enclosed,  postage paid  envelope.  If you need  additional
revocation cards or assistance, call CIC toll free at (800) 932-8498.           

DEFC14A 36th Page of 37 TOC 1st Previous Next ↓Bottom Just 36th
     UNLESS OTHERWISE  INDICATED  ABOVE,  THIS REVOCATION CARD REVOKES ALL PRIOR
CONSENTS GIVEN WITH RESPECT TO EACH PROPOSAL SET FORTH HEREIN.                  

     THE UNDERSIGNED  HEREBY  ACKNOWLEDGES  RECEIPT OF THE REVOCATION OF CONSENT
STATEMENT OF THE COMPANY,  DATED MAY 1, 1997, IN OPPOSITION TO THE  SOLICITATION
OF  BISCO.  UNLESS  YOU  SPECIFY  OTHERWISE,  BY  SIGNING  AND  DELIVERING  THIS
REVOCATION  FORM TO THE COMPANY,  YOU WILL BE DEEMED TO HAVE REVOKED  CONSENT TO
EACH OF BISCO'S PROPOSALS.                                                      

                             ---------------------------------------------------
Date:                 

                             ---------------------------------------------------
   Signature (title, if any)

                             ---------------------------------------------------
     Signature (if held jointly)

     Please  sign your name above  exactly  as it  appears  hereon and date your
form.  When  shares  are  registered  in the name of more than one  person,  the
revocation card should be signed by all named holders. When signing as attorney,
executor,  administrator,  trustee or guardian, please given full title as such.
If a corporation,  please sign in full corporate name by president or authorized
officer. If a partnership, please sign in partnership name by authorized person.

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APPENDIX A

     The full  text of the  Rights  Revocation  Proposal  as stated in the Bisco
Solicitation is set forth below:                                                

     WHEREAS,   the  shareholders  believe  that  the  Shareholder  Rights  Plan
unilaterally  adopted by the Board of Directors  is not in the best  interest of
the Company and, accordingly,  want the Board of Directors to immediately redeem
the  rights  issued  pursuant  to such plan and to  restrict  the  Company  from
adopting or maintaining in the future a "poison pill",  shareholder rights plan,
rights agreement or any other plan, agreement,  bylaw or other provision that is
designed to or has the effect of making acquisition of the Company's shares more
difficult or expensive unless such plan, agreement, bylaw or provision has first
been approved by the holders of a majority of the outstanding  common stock; now
therefore, be it                                                                

     RESOLVED,  that the shareholders  want the Board of Directors to redeem the
recently  adopted  "poison pill" and also want to prevent the Board of Directors
from  adopting  new "poison  pills" in the  future,  and in  furtherance  of the
foregoing, hereby amend the Company's bylaws to add the following provision:    

          POISON PILLS.  This corporation  shall not adopt or maintain a "poison
     pill",  shareholder  rights  plan,  rights  agreement  or any  other  plan,
     agreement,  bylaw or other  provision that is designed to or has the effect
     of making  acquisition of large holdings of the corporation's  common stock
     more  difficult or expensive  (including,  without  limitation  the "poison
     pill"  evidenced  by the March  18,  1997  Rights  Agreement  (the  "Rights
     Agreement") between the corporation and ChaseMellon  Shareholder  Services,
     Inc.)  unless  such  plan,  agreement,  bylaw or other  provision  is first
     approved  by the  holders of a majority  of the  corporation's  outstanding
     common  stock.  The  corporation  shall  redeem any such rights  (including
     without  limitation  rights issued under the Rights Agreement) in effect as
     of the date of adoption  of this bylaw.  This  section  shall be  effective
     immediately  and  automatically  as of  the  date  it is  approved  by  the
shareholders.                                                         

-36-

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFC14A’ Filing	Date	First	Last	Other Filings

	3/17/07	24
	1/21/98	33
Filed on:	5/1/97	7	36	PRE 14A, PREC14A, SC 14D9/A
	4/30/97	27		10-K/A, DEFN14A, PRRN14A
	4/29/97	14	30
	4/15/97	31		PRRN14A
	3/19/97	23	32	8-A12G, 8-K, SC 14D9
	3/18/97	7	37
	3/6/97	9		SC 14D1
	2/12/97	30
	2/11/97	9
	1/16/97	30
	12/30/96	9
	3/14/95	30
				List all Filings

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Filing Submission 0001018893-97-000009 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Eaco Corp – ‘DEFC14A’ on 5/1/97 re: Eaco Corp

As of: Thursday, 5/1/97 · Accession #: 1018893-97-9 · File #: 0-14311

Definitive Proxy Solicitation Material — Contested Solicitation — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Contested Solicitation — Schedule 14A
Filing Table of Contents