Amendment to Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9/A Amendment No. 1 18 74K
2: EX-1 Proxy Statement 11 54K
3: EX-2 Employment Agreement 5 20K
4: EX-3 Employment Agreement 4 19K
5: EX-4 Consulting Agreement 6 24K
6: EX-5 Form of Mortgage 40 141K
7: EX-7 Letter to Shareholders 3 15K
8: EX-8 Press Release Dated March 19, 1997 3 16K
EX-8 — Press Release Dated March 19, 1997
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Wednesday, March 19, 1997
Board of Family Steak Houses, Inc. Recommends Rejection
of Tender Offer by Bisco Industries, Inc.,
Adopts Shareholders Rights Plan and Amends Bylaws
JACKSONVILLE, March 19 -- Family Steak Houses of Florida, Inc. ("FSH")
(NASDAQ: RYFL) announced today that its Board of Directors recommends that its
shareholders reject the tender offer commenced by Bisco Industries, Inc.
("Bisco") on March 6, 1997, to purchase up to 2,600,000 shares of common stock
for $.90 per share. After consideration of the terms and conditions of the
tender offer and other relevant matters, the Board of the Company unanimously
determined that the $.90 per share amount of the offer is inadequate and the
offer is not in the best interests of Family Steak Houses of Florida, Inc. and
its shareholders.
Lewis E. Christman, Jr., President and Chief Executive Officer of FSH
stated, "The Board considered a variety of factors in making its determination
to reject the offer, including the current market price of FSH's stock, FSH's
current financial condition, its recent refinancing of its long-term debt and
resulting ability to open new restaurants, the lack of information on Bisco's
plans for FSH, the apparent lack of expertise of Bisco and its management in
FSH's business operations, Bisco's lack of significant financial resources, the
uncertainty expressed by FSH's franchisor and lender about the possibly
disruptive influence of Bisco on FSH, the structure of the tender offer, the
opinion of those shareholders who have contacted FSH that the offer price was
too low, the range of values for the Company shown in the valuation study
prepared by an nationally recognized investment banking firm, the impact of any
operational changes instituted by Bisco, which could include the disposition of
restaurants, on the Company's 1,400 employees, customers, suppliers and
communities it serves, and other relevant data. We also considered the
likelihood that the Board could negotiate a more favorable transaction with
another entity or a higher offer price from Bisco."
The Board's recommendation is discussed in greater detail in a letter to
shareholders and a Schedule 14D-9 that will be sent to all shareholders of
record today.
The tender offer is conditioned upon, among other things, Bisco being
satisfied that Section 607.0902 of the Florida Business Corporation Act (the
"Florida Control Share Act") shall be inapplicable to the offer or Bisco
otherwise being satisfied that the Florida Control Share Act will not deny
voting rights to shares acquired through the offer. In connection with its
rejection of the tender offer, the Board determined to take no action to render
the Florida Control Share Act inapplicable.
The Board also determined to accelerate the record date for a shareholder
rights plan previously adopted by the Board, subject to review and approval by
the rights agent, and declared a dividend of one Right for each outstanding
share of its common stock held as of March 19, 1997.
"The Board has been studying shareholder rights plans and other methods of
protecting shareholders from unfair, coercive takeover tactics, and had approved
adoption of a rights plan, subject to review and execution by the rights agent,
at its February 1997 Board of Directors meeting", said Mr. Christman. "In light
of the tender offer, the Board decided to accelerate implementation of the
rights plan. The rights plan is intended to provide
the Board with additional time to negotiate with Bisco, to consider alternatives
to the tender offer, and to insure that any acquisition of control of the
Company occurs on terms that provide fair value to all shareholders," Christman
said.
The rights plan is designed to deter coercive and unfair takeover tactics
and is not intended to prevent an acquisition of FSH on terms that represent
fair value to all shareholders. It will be described in greater detail in a
letter that will be sent to all shareholders of record as of March 19, 1997.
Under the plan, each share of FSH common stock will have Rights attached to
such shares. Until the Distribution Date (as defined below), the Rights will be
transferred with and only with the shares of common stock. Separate certificates
for the Rights will be issued as soon as practicable following the Distribution
Date to holders of record of the common stock as of the Distribution Date. The
Rights will be exercisable and will trade separately from the Common Stock upon
the earlier to occur of the following (a "Distribution Date"):
(a) The tenth business day after the date of public announcement that a
person or group of affiliated or associated persons have become the
beneficial owners of 15% or more of the outstanding shares of FSH
common stock or voting securities representing 15% or more of the
total voting power (such a person is defined as an "Acquiring
Person"), or
(b) The tenth business day or such later date determined by the Board of
Directors after the first public announcement of a tender or exchange
offer, which, upon consummation, would result in a person or a group
being the beneficial owner of 15% or more of the outstanding shares of
common stock (or 15% or more of the total voting power), or
(c) The tenth business day after a majority of the Board who are not
officers of FSH have determined that a person is an Adverse Person
(which is defined in the rights agreement).
In light of the tender offer filed by Bisco on March 6, 1997, the Board
elected to postpone the Distribution Date which would have otherwise been
triggered under paragraph (b) above until April 15, 1997.
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If (i) a person becomes the beneficial owner of 15% or more of the then
outstanding shares of FSH common stock or voting power (except pursuant to
certain business combinations or an offer for all outstanding shares of FSH
common stock and all other voting securities which the independent and
disinterested directors of FSH determine to be fair to and otherwise in the best
interests of FSH and its shareholders) or (ii) any person is determined to be an
Adverse Person (either (i) or (ii) being a "Flip-in Event"), each holder of a
Right (with the exception of an Adverse or Acquiring Person) will thereafter
have the right to receive, upon exercise, FSH common stock having a value equal
to no less than two times the exercise price of the Right, which is $5.00,
subject to adjustment. However, Rights are not exercisable following the
occurrence of a Flip-in Event until such time as the Rights are no longer
redeemable by FSH.
In the event of certain business combinations involving FSH, each holder of
a Right may receive, upon exercise, common stock of the acquiring company having
a value equal to two times the exercise price of the Right.
FSH may redeem each Right for $0.001 at any time before the earliest of (i)
the tenth (10th) business day after a person or group becomes an Acquiring
Person, (ii) the tenth (10th) business day after the Board's determination that
a person is an Adverse Person, or (iii) March 17, 2007.
In addition to adoption of the rights plan, the Board of Directors adopted
certain revisions to FSH's bylaws to institute a classified Board of Directors,
to impose certain timing and notice requirements on proposals and director
nominations made by shareholders and to authorize FSH to appoint inspectors of
elections and consents to determine the validity and effect of shareholder
votes, proxies, consents and revocations of consent. These bylaw revisions are
intended to provide FSH with additional notice of, and help protect FSH from,
coercive tactics proposed by persons trying to exert control over the Company.
Family Steak Houses of Florida, Inc., is a Florida corporation, with
corporate offices located in Jacksonville, Florida. FSH is the exclusive
franchisee for Ryan's Family Steak Houses in North and Central Florida. FSH
presently operates 25 Ryan's restaurants in Florida, including seven in the
Jacksonville area.
CONTACT: Edward Alexander, Family Steak Houses of Florida, Inc.,
(904) 249-4197.
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Dates Referenced Herein and Documents Incorporated by Reference
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