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Eaco Corp – ‘DEFR14A’ on 5/2/95

As of: Tuesday, 5/2/95 · Accession #: 950144-95-1154 · File #: 0-14311

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

 5/02/95  Eaco Corp                         DEFR14A                1:82K                                    Bowne of Atlanta Inc/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Family Steak Houses Notice & Proxy Statement          30    133K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Common Stock Comparison of Five-Year Cumulative Total Return Lewis E. Christman, Jr Non-Qualified Options
1	1st Page - Filing Submission
5	Common Stock
8	Lewis E. Christman, Jr
10	Comparison of Five-Year Cumulative Total Return
12	Non-Qualified Options

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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:                                                      

                                                        [Enlarge/Download Table]
                                                                                            
/ /  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)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

/X/  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or 
Item 22(a)(2) of Schedule 14A.                                        

/ /  $500 per each party to the controversy pursuant to Exchange Act Rule       
14a-6(i)(3).                                                          

/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 or 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:                                                      

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FAMILY STEAK HOUSES OF FLORIDA, INC.
2113 FLORIDA BOULEVARD
NEPTUNE BEACH, FLORIDA 32266

NOTICE OF 
ANNUAL MEETING OF SHAREHOLDERS

    You are cordially invited to attend the Annual Shareholders' Meeting to be
held at the Sea Turtle Inn, One Ocean Boulevard, Atlantic Beach, Florida 32233, 
on Friday, June 16, 1995 at 10:00 a.m. for the purpose of:                      

1. Electing Directors;                                    

2. Approving the 1995 Long-Term Incentive Plan; and       

        3. Transacting such other business as may properly come before the
meeting.                                            

  The Board of Directors has fixed the close of business on May 1, 1995 as
the record date for determining shareholders entitled to vote at the Meeting.   
Only shareholders of record at the close of business on that date are entitled  
to vote at the Meeting.                                                         

 The Company hopes that as many shareholders as possible will personally
attend the Meeting. Whether or not you plan to attend the Meeting, please       
complete the enclosed proxy and return it promptly so that your shares will be  
represented. Sending in your proxy will not prevent you from voting in person at
the Meeting.                                                                    

                                 /s/ Lewis E. Christman, Jr.
                                 ---------------------------
                             Lewis E. Christman, Jr.
                       President and CEO

Date: May 1, 1995                                                               

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FAMILY STEAK HOUSES OF FLORIDA, INC.
2113 FLORIDA BOULEVARD
NEPTUNE BEACH, FLORIDA 32266

PROXY STATEMENT 
FOR 
1995 ANNUAL MEETING OF SHAREHOLDERS 

GENERAL INFORMATION                                                             

The solicitation of the enclosed proxy is made by and on behalf of the
Board of Directors of Family Steak Houses of Florida, Inc. (the "Company") to be
used at the 1995 Annual Meeting of Shareholders, which will be held at the Sea  
Turtle Inn, One Ocean Boulevard, Atlantic Beach, Florida, at 10:00 a.m. on      
Friday, June 16, 1995. The principal executive offices of the Company are       
located at 2113 Florida Boulevard, Neptune Beach, Florida 32266. The approximate
mailing date of this Proxy Statement is May 1, 1995.                            

The proxy may be revoked at any time before it is exercised by giving 
notice of revocation to the Secretary of the Company. The shares represented by 
proxies in the form solicited by the Board of Directors will be voted at the    
meeting. Where a choice is specified with respect to a matter to be voted upon, 
the shares represented by the proxy will be voted in accordance with such       
specification. If no choice is specified, such shares will be voted as          
hereinafter stated in this Proxy Statement.                                     

  Insofar as management has been advised, no officer, director or director
nominee of the Company at any time since the beginning of its last fiscal year, 
nor any associate of any such officer, director, or director nominee has any    
substantial interest in the matters to be acted upon at the 1995 Annual Meeting 
of Shareholders, other than the grant of stock options to purchase shares of the
Company's Common Stock pursuant to the proposed Long Term Incentive Plan        
detailed in Item 2 herein.                                                      

RECORD DATE AND VOTING SECURITIES                                               

  The Board of Directors has fixed the close of business on May 1, 1995 as
the record date for determination of shareholders entitled to vote at the       
meeting. Holders of the Company's common stock, par value $0.01 per share (the  
"Common Stock") as of May 1, 1995 will be entitled to one vote for each share   
held, with no shares having cumulative voting rights. No other class of the     
Company's securities is entitled to vote at the meeting. As of April 7, 1995,   
the Company had outstanding 10,785,107 shares of Common Stock.                  

VOTE REQUIRED                                                                   

     The affirmative vote of the holders of a majority of shares present, either
in person or by proxy, at the Annual Meeting of Shareholders is necessary for   
the election of any director nominee.                                           

Under the Florida Business Corporation Act, directors are elected by a
plurality of the votes cast and other matters are approved if the votes cast by 
the holders of the shares represented at the meeting and entitled to vote on the
subject matter favoring the action exceed the votes opposing the action, unless 
a greater number of affirmative votes or voting by classes is required by       
Florida Law or the Company's articles of incorporation. Therefore, under Florida
law, abstentions and broker non-votes have no effect. A broker non-vote         
generally occurs when a broker who holds shares in street name for a customer   
does not have authority to vote on certain matters under the rules of the       
exchange on which the stock is traded.                                          

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND OF MANAGEMENT               

     The table set forth below presents certain information regarding beneficial
ownership of the Company's Common Stock (the Company's only voting security), as
of February 6, 1995, by (i) 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 Common Stock outstanding and (ii) all officers and director nominees of the 
Company as a group. The shares                                                  

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of Common Stock beneficially owned by each director nominee are shown in the    
table beginning on page 3 of this Proxy Statement. George F. Staudter, former   
President and Chief Executive Officer of the Company, owned no shares as of     
February 6, 1995.                                                               

                                                        [Enlarge/Download Table]

                                                                    AMOUNT OF                 
                                                                      COMMON                  
                     NAME AND ADDRESS OF                        STOCK BENEFICIALLY  PERCENT OF
                       BENEFICIAL OWNER                               OWNED           CLASS   
--------------------------------------------------------------  ------------------  ----------
                                                                                              
Eddie L. Ervin, Jr............................................         705,907(1)       6.5%  
  144 Laurel Lane                                                                             
  Ponte Vedra Beach, FL 32082                                                                 
The Travelers Group...........................................       1,250,000(2)      10.4%  
  One Tower Square                                                                            
  Hartford, CT 06183-1060                                                                     
All Officers and Director.....................................         361,076(3)       3.3%  
  Nominees as a Group (7 Persons)                                                             

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

(1) Includes 29,963 shares of common stock which Mr. Ervin has the right to     
acquire immediately or within sixty (60) days upon exercise of certain
options granted pursuant to the Company's Non-Employee Directors Plan.
(2) Represents shares issuable upon the exercise of certain stock purchase      
     warrants issued October 1, 1988, pursuant to which the holders thereof have
the right to purchase an aggregate of up to 1,250,000 shares of Common
Stock for $.40 per share. None of such shares are outstanding.        
(3) Includes an aggregate 197,976 of shares of common stock which certain of the
Company's executive officers and directors have the right to acquire  
    immediately or within sixty days (60) upon the exercise of certain options
 granted pursuant to the Company's Employee Incentive Stock Option Plan.

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD                                  

   The business of the Company is under the general management of a Board of
Directors as provided by the corporation laws of Florida, the Company's state of
incorporation. In accordance with the Bylaws of the Company, which empower the  
Board of Directors to appoint such committees as it deems necessary and         
appropriate, the Board of Directors has appointed an Executive Committee, an    
Audit Committee and an Executive Compensation Committee.                        

    The Executive Committee is authorized to exercise the powers and duties of
the full Board of Directors between meetings of the Board of Directors and while
the Board of Directors is not in session. Currently, the members of the         
Executive Committee are Directors Gray and Glickstein, each of whom are         
non-employee Directors, and Director Christman. The Executive Committee held    
seven meetings in 1994. All members of the Committee attended each of these     
meetings.                                                                       

    The Audit Committee's basic functions are to assist the Board of Directors
in discharging its fiduciary responsibilities to the shareholders and the       
investment community in the preservation of the integrity of the financial      
information published by the Company, to maintain free and open means of        
communication between the Company's directors, independent auditors and         
financial management, and to ensure the independence of the independent         
auditors. Currently, the members of the Audit Committee are Directors Gray and  
Glickstein, each of whom are non-employee Directors, and Director Christman. The
Audit Committee held one meeting during fiscal year 1994 which all members of   
the Committee attended.                                                         

  The Executive Compensation Committee administers the Company's qualified
Employee Incentive Stock Option Plan and is responsible for granting qualified  
stock options to officers and managerial employees of the Company. The current  
members of the Executive Compensation Committee are Directors Glickstein and    
Gray, each of whom are non-employee Directors, and Director Christman. The      
Executive Compensation Committee held two meetings during fiscal year 1994. All 
members of the Executive Compensation Committee attended these meetings.        

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  The Board of Directors held 19 meetings during fiscal year 1994. Each of
the directors attended at least 75% of the meetings of the Board of Directors.  

The Board of Directors does not have a Nominating Committee.          

DIRECTOR COMPENSATION                                                           

  Three of the five director nominees are not employees of the Company. In
order to attract and retain highly qualified independent directors through an   
investment interest in the Company's future success, the Company enacted in 1985
a nonqualified Stock Option Plan for Non-Employee Directors (the "Director's    
Plan").                                                                         

     Each director eligible under the Directors Plan annually receives an option
to purchase 9,000 shares of Common Stock. Typically options are granted on the  
first business day of each calendar year, at an option exercise price per share 
equivalent to a price 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 the amount of $10,000. Options granted under the Director's   
Plan are immediately exercisable and expire five years from the date of grant.  

On January 3, 1995 options were granted to Directors Ervin, Gray,     
Glickstein and Smith for the purchase of 9,000 shares each at a purchase price  
of $.01 per share. Since the price of the stock was $.34 on January 3, 1995, the
Company granted an additional 20,963 shares to each eligible director at a      
purchase price of $.01 per share so that the market value of all options granted
in 1995 exceeded the option exercise price by $10,000.                          

   Directors who are full-time employees of the Company receive $90 for each
Board of Directors meeting attended. Directors who are not employees of the     
Company receive a fee of $450 for each Board of Directors or Executive Committee
meeting attended. No fees are otherwise awarded directors for attendance at     
meetings of committees of the Board of Directors.                               

MATTERS TO BE ACTED UPON                                                        

1. ELECTION OF DIRECTORS                                              

The Board of Directors recommends that the shareholders vote for the  
election of the five (5) nominees listed below to serve as directors until the  
next Annual Meeting of Shareholders and until their successors are elected and  
qualified. Each of the nominees presently is serving as a director of the       
Company, except for Mr. Martin. Mr. Smith has served as director since election 
by the shareholders of the Company on October 10, 1985. Mr. Christman was       
appointed in February 1993 and elected by the shareholders at the 1993 annual   
meeting. Directors Gray and Glickstein were appointed in June 1994 and elected  
by the shareholders in August 1994. Should any one or more of the nominees      
become unavailable to accept nomination or election as a director, the enclosed 
proxy will be voted for such other person or persons as the Board of Directors  
may recommend, unless the Board reduces the number of directors.                

                                                        [Enlarge/Download Table]

                                                                        COMMON STOCK                 
                                                                     BENEFICIALLY OWNED              
                                                                            AS OF           PERCENT  
            NAME                   BUSINESS EXPERIENCE AND AGE       FEBRUARY 6, 1995(1)  OF CLASS(2)
----------------------------  -------------------------------------  -------------------  -----------
                                                                                                     
Lewis E. Christman, Jr.       President & CEO of the Company since          20,409              --   
                                April 1994. Purchasing consultant                                    
                                to the Company from January 1994 to                                  
                                March 1994. Partner, East Coast                                      
                                Marketing since 1990; Chairman of                                    
                                the Board of Neptune Marketing Inc.                                  
                                (food broker) from 1979 to 1989;                                     
                                age 75.                                                              
Joseph M. Glickstein, Jr.     Partner, Glickstein & Glickstein, law         29,963              --   
                                firm since 1950, age 68.                                             

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                                                        [Enlarge/Download Table]

                                                                        COMMON STOCK                 
                                                                     BENEFICIALLY OWNED              
                                                                            AS OF           PERCENT  
            NAME                   BUSINESS EXPERIENCE AND AGE       FEBRUARY 6, 1995(1)  OF CLASS(2)
----------------------------  -------------------------------------  -------------------  -----------
                                                                                                     
Richard M. Gray               Partner, Gray & Kelley, CPAs, since           29,963              --   
                                1973. President & Director of                                        
                                Universal Marion Corp. since 1973.                                   
                                Age 63.                                                              
Robert J. Martin              Vice President of the Company since          136,864             1.3%  
                                April 1994. Vice President of Steak                                  
                                House Construction Corporation, the                                  
                                Company's wholly owned construction                                  
                                subsidiary, since 1981. Age 67.                                      
William Stanley Smith, Jr.    Consultant to the Company since June          90,077              --   
                                1994; Vice President -- Development                                  
                                of the Company from October 1985 to                                  
                                June 1994; Vice                                                      
                                President -- Development and                                         
                                Director of Steak House                                              
                                Construction Corporation, the                                        
                                Company's wholly-owned construction                                  
                                subsidiary, since March 1986;                                        
                                president of Universal                                               
                                Environmental Control, Inc., a                                       
                                general contractor, since 1961; age                                  
                                58.                                                                  

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

(1) Included in such beneficial ownership are shares of Common Stock issuable   
upon the exercise of certain options exercisable immediately or within
     sixty (60) days of February 6, 1995, as follows: Joseph M. Glickstein, Jr.,
     29,963 shares; Robert J. Martin, 84,250 shares; William Stanley Smith, Jr.,
29,963 shares;                                                        
(2) The percentages represent the total of the shares listed in the adjacent    
   column divided by the issued and outstanding shares of Common Stock as of
  February 6, 1995, plus any stock options or warrants exercisable by such
    person within 60 days following February 6, 1995. Percentages of less than
1% are omitted.                                                       

     There are no family relationships between any of the nominees and executive
officers of the Company. There are no arrangements or understandings between any
director and any other person pursuant to which any of the nominees has been    
nominated.                                                                      

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934            

Section 16(a) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), requires certain officers of the Company and its directors, and
persons who beneficially own more than ten percent of any registered class of   
the Company's equity securities, to file reports of ownership in such securities
and changes in ownership in such securities with the Securities and Exchange    
Commission (the "Commission") and the Company.                                  

Based solely on a review of the reports and written representations   
provided to the Company by the above referenced persons, the Company believes   
that during 1995 all filing requirements applicable to its reporting officers,  
directors and greater than ten percent beneficial owners were properly and      
timely satisfied, with the exception of one late report regarding the grant of  
stock options to three of the Company's officers.                               

REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE                                  

The Executive Compensation Committee (the "Committee"), currently     
consisting of directors, Christman, Glickstein and Gray, uses the following     
objectives as guidelines for its executive compensation decisions; to provide a 
compensation package that will attract, motivate and retain qualified           
executives; to ensure a compensation mix that focuses executive behavior on the 
fulfillment of annual and long-term                                             

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business objectives; and to create a sense of ownership in the Company that     
causes executive decisions to be aligned with the best interests of the         
Company's shareholders.                                                         

The Company's compensation package in 1995 for its executive officers 
consisted of base salary and stock option grants. The Committee determined stock
option awards, annual bonuses and salary level for the Company's Chief Executive
Officer. The Chief Executive Officer, in consultation with the Committee, makes 
decisions regarding salary and annual bonuses and recommendations regarding     
stock option grants to other executive officers for the Company.                

General Compensation Policies                                               

  In general, base salary levels are set at the minimum levels believed by
the Company's Chief Executive Officer to be sufficient to attract and retain    
qualified executives when considered with the other components of the Company's 
compensation structure.                                                         

     The Company's Chief Executive Officer increases salary levels for executive
officers based in part on specific annual performance goals, including personal,
departmental and overall Company goals depending upon each officer's specific   
job responsibilities. The Chief Executive Officer also uses his subjective      
judgment, based upon such criteria as the executive's knowledge of and          
importance to the Company's business, willingness and ability to accomplish the 
tasks for which he or she was responsible, professional growth and potential,   
the Company's operating earnings and an evaluation of individual performance, in
making salary decisions. Compensation paid to executive officers in prior years 
is also taken into account. No particular weighting is applied to these factors.

  Each of the Committee and Chief Executive Officer may determine that the
Company's financial performance and individual achievements merit the payment of
annual bonuses. In recent years, no bonuses have been awarded to any officers of
the Company.                                                                    

    The Committee determines annual stock option grants to executive officers,
other than the Chief Executive Officer, and other eligible employees based on   
recommendations of the Chief Executive Officer. Stock options are intended to   
encourage key employees to remain employed by the Company by providing them with
a long term interest in the Company's overall performance as reflected by the   
market price of the Company's Common Stock. In making awards in 1995, the Chief 
Executive Officer and the Committee considered, without assigning a particular  
weighting, the number of options previously granted to the executive, the       
executive's salary, the Company's performance and the need for a long term focus
on improving shareholder value.                                                 

The Committee will consider any federal income tax limitations on the 
deductibility of executive compensation in reaching compensation decisions and  
will seek shareholder approval where such approval will eliminate any           
limitations on deductibility.                                                   

CEO Compensation                                                            

    Considering the salary paid to the Company's prior Chief Executive Officer
for his services, the Committee decided to pay Mr. Staudter a salary of $130,000
beginning in December 1993 when he assumed the role of Chief Executive Officer. 
As a result of negotiations with Mr. Staudter, the Committee granted Mr.        
Staudter an option to purchase 200,000 shares of the Company's Common Stock at  
an exercise price of $1.00, a price which was significantly higher than the     
market price as of the date of the grant, exercisable over five years. Mr.      
Staudter resigned on April 7, 1994, and received approximately two months salary
as a severance payment. This option expired upon Mr. Staudter's resignation.    

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Considering the need to improve the profitability of the Company, the 
Committee decided to pay Mr. Christman a salary of $90,000 beginning in April   
1994 when he assumed the role of Chief Executive Officer. In order to provide an
incentive to Mr. Christman, the Committee entered into an agreement to grant him
an option to purchase 200,000 shares of the Company's Common Stock at an        
exercise price of $.40, a price which was higher than the market price as of the
date of the grant, exercisable over four years.                                 

Respectfully Submitted, 

Lewis E. Christman, Jr. 
Joseph M. Glickstein, Jr. 
Richard M. Gray 

EXECUTIVE PAY                                                                   

The summary compensation table below sets forth a summary of the      
compensation earned by the individuals who served as the Company's chief        
executive officer during 1994. ("Named Executives".)                            

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                            LONG TERM                      
                                                                           COMPENSATION                    
                                                                           ------------                    
                                           ANNUAL COMPENSATION              SECURITIES                     
                                 ----------------------------------------   UNDERLYING                     
   NAME AND PRINCIPAL                                      OTHER ANNUAL     OPTIONS #        ALL OTHER     
        POSITION          YEAR   SALARY($)(1)   BONUS($)  COMPENSATION(2)      (3)       COMPENSATION($)(4)
------------------------  -----  ------------   -------   ---------------  ------------  ------------------
                                                                                                           
Lewis E. Christman,       1994     $ 63,794         -0-            -0-         20,409              -0-     
  Jr....................                                                                                   
  President & CEO                                                                                          
  (April 1994 to                                                                                           
  Present)                                                                                                 
George F. Staudter......  1994     $ 38,654         -0-             --             --         $ 20,000     
  President and CEO,      1993       26,769         -0-             --        200,000               --     
  December 1993 to April                                                                                   
  1994                                                                                                     

Explanation of Columns:                                                         

(1) Salary: Total base salary paid during the year.                             

(2) Other Annual Compensation: All additional forms of cash and non-cash        
   compensation. The value of all personal benefits and perquisites received
 by the Named Executives was less than the required reporting threshold.

(3) Securities Underlying Options: Number of shares of Common Stock underlying  
     grants of options made during the year. Mr. Staudter's options expired upon
his resignation in April 1994.                                        

(4) All Other Compensation: All other compensation that does not fall under any 
     of the aforementioned categories. Amounts shown for 1994 include $20,000 as
severance payment to Mr. Staudter upon his resignation.               

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Option Grants And Exercises                                                     

    The following table sets forth information concerning individual grants of
options to purchase the Company's Common Stock made to the named executives in  
1994:                                                                           

OPTION GRANTS IN LAST FISCAL YEAR 

                                                        [Enlarge/Download Table]

                                              %                                         POTENTIAL REALIZABLE     
                                            TOTAL                                         VALUE AT ASSUMED       
                              NUMBER OF    OPTIONS                                   ANNUAL RATES OF STOCK PRICE 
                              SECURITIES  GRANTED TO                                   APPRECIATION FOR OPTION   
                              UNDERLYING  EMPLOYEES   EXERCISE  MARKET                     OPTION TERM(2)        
                               OPTIONS    IN FISCAL    PRICE    PRICE   EXPIRATION  -----------------------------
            NAME              GRANTED(1)     YEAR      ($SH)    ($SH)      DATE      0%($)       5%($)    10%($) 
----------------------------  ----------  ----------  --------  ------  ----------  -------     -------   -------
                                                                                                                 
Lewis E. Christman, Jr......    20,409       11.4%      $.01     $.50     1/03/99   $10,000     $16,418   $26,264

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

(1) Options granted on January 3, 1994, all of which are exercisable on that    
    date, pursuant to the Company's Non-Employee Director Plan. Options expire
5 years from the date of grant.                                       
(2) The dollar amount under the columns assumes that the market price of the    
  Common Stock from the date of the option grant appreciates at cumulative
    annual rates of 0%, 5% and 10%, respectively, over the option term of five
     years or ten years. The assumed rates of 5% and 10% were established by the
Securities and Exchange Commission and therefore are not intended to  
forecast possible future appreciation of the Common Stock.            

Option Exercises And Year-End Option Value                                      

The following table sets forth information concerning the number of   
unexercised options to purchase the Company's common stock held by the named    
executives at fiscal year end.                                                  

AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR, AND YEAR-END OPTION VALUE 

                                                        [Enlarge/Download Table]

                                                                          SECURITIES                    
                                                                          UNDERLYING        VALUE OF    
                                                                           NUMBER OF      UNEXERCISED   
                                                                          UNEXERCISED     IN-THE-MONEY  
                                                    SHARES                OPTIONS AT       OPTIONS AT   
                                                   ACQUIRED               YEAR-END(#)     YEAR-END($)   
                                                  ON EXERCISE   VALUE    -------------  ----------------
                                                    IN 1994    REALIZED  EXERCISABLE/     EXERCISABLE/  
                      NAME                            (#)       ($)(1)   UNEXERCISABLE  UNEXERCISABLE(1)
------------------------------------------------  -----------  --------  -------------  ----------------
                                                                                                        
Lewis E. Christman, Jr..........................     20,409    $ 10,000     --/--              0/0      

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

(1) Market value of underlying securities at date of exercise ($.50 at April 1, 
1994), minus the exercise price of $.01.                              

EMPLOYMENT AGREEMENTS                                                           

   In June 1994, the Company entered into an employment agreement with Lewis
E. Christman, Jr., providing for compensation of $90,000 per year, with bonuses 
to be awarded by the Board of Directors in its discretion. Additionally, the    
contract provides for the grant of an option to purchase 200,000 shares of the  
Company's Common Stock at an exercise price of $.40 per share. The issuance of  
such option requires approval by shareholders of the new Employee Incentive     
Stock Option Plan described in Item 2 herein, since the Company's current plan  
has insufficient remaining shares reserved to grant the 200,000 shares. The     
employment agreement provides for a term of two years.                          

    In June 1994, the Company entered into a consultant agreement with William
S. Smith, Jr., a Director of the Company, providing for a salary of $75,000 per 
year, a bi-annual allowance to purchase an automobile of $15,000, a grant for an
option to purchase 100,000 shares of the Company's Common Stock at an exercise  
price of $.40 and certain other standard benefits.                              

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COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN                                 

   The Securities and Exchange Commission requires a five-year comparison of
stock price performance of the Company with both a broad equity market index and
a published industry index or peer group. The Company's total return compared   
with the NASDAQ market index and the Media General Restaurant Index is shown on 
the following graph. The Media General Restaurant Index includes 129 publicly   
held restaurant companies.                                                      

This graph assumes that $100 was invested on January 3, 1990 and all  
dividends were reinvested in the Company's Common Stock and the other indices.  

(Graph)   

                                                                [Download Table]

                                 Family Steak                                 
      Measurement Period           House of      Industry                     
    (Fiscal Year Covered)        Florida, Inc.      Index        Broad Market 
                                                                              
1989                                    100.00          100.00          100.00
1990                                     27.78           86.41           81.12
1991                                     33.33          110.69          104.14
1992                                     23.61          136.04          105.16
1993                                     22.22          148.65          126.14
1994                                     12.50          133.83          132.44

    The preceding sections entitled "Report of the Compensation Committee" and
"Comparison of Five-Year Cumulative Total Return" shall not be deemed           
incorporated by reference as a result of any general statement incorporating by 
reference this Proxy Statement into any filing under the Securities Act of 1933,
as amended (the "Securities Act"), or under the Securities Exchange Act of 1934,
as amended (the Exchange Act"), except to the extent that the Company           
specifically incorporates these sections by reference, and shall not otherwise  
be deemed to be filed under the Securities Act or Exchange Act.                 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                                 

    The Company leases executive office space from William Stanley Smith, Jr.,
a director of the Company, and Barbara C. Smith, his wife. Mr. and Mrs. Smith   
received $34,245 in rental payments from the Company during the fiscal year     
ended December 28, 1994.                                                        

    In 1994 the Company paid Joseph M. Glickstein, Jr., a director, a total of
$26,312 to serve as special counsel to the Company to render legal services to  
the Company during fiscal year 1994.                                            

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                                        

The Audit Committee has recommended to the Board of Directors that the
accounting firm of Deloitte & Touche, LLP be engaged as independent auditor for 
the Company for 1995. That firm has served as the auditor for the Company since 
1991. Representatives of Deloitte & Touche LLP are expected to be present at the
annual meeting of shareholders to respond to appropriate questions.             

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2. THE 1995 LONG TERM INCENTIVE PLAN                                            

   The Board of Directors believes that the continued success of the Company
depends on its ability to attract, retain and motivate key employees. The       
Company's existing Employee Incentive Stock Option Plan terminates November 30, 
1995. Accordingly, the Executive Compensation Committee of the Board of         
Directors and the full Board of Directors have reviewed the Company's long-term 
compensation program for key employees and recommends that the shareholders     
approve the 1995 Long Term Incentive Plan (the "Plan").                         

    THE APPROVAL OF THE COMPANY'S SHAREHOLDERS IS REQUIRED FOR ADOPTION OF THE
PLAN.                                                                           

The Plan provides for grants of qualified incentive stock options to  
purchase Common Stock of the Company, non-qualified stock options to purchase   
Common Stock of the Company and restricted Common Stock to employees of the     
Company and/or its subsidiaries. The adoption of the Plan contemplates the      
continuation of any existing incentive compensation plan(s) of the Company and  
in no way limits or is limited by the operation, administration or amendment of 
such plan(s). The market value of the Common Stock as of April 25, 1995 was $.75
per share.                                                                      

     The Plan will be administered by the Committee. Subject to the terms of the
Plan and the approval of the Board of Directors, awards under the Plan shall be 
made to such recipients and upon such terms as the Committee shall determine in 
its discretion from time to time. The Company presently has approximately 1400  
employees eligible to participate under the Plan.                               

Each option granted under the Plan requires an individual stock option
agreement (a "Stock Option Agreement") executed by the Company and each         
participant. A Stock Option Agreement shall contain provisions including: (a)   
the number of shares a participant may acquire according to the option granted  
and the exercise price per share; (b) any conditions affecting the exercise of  
the option granted; (c) the procedure for exercising the option granted; (d) a  
clear designation of whether the exercise of the option granted is subject to   
vesting; (e) representations and warranties by the participant regarding        
acquisition of the shares for investment purposes; and (f) such provisions as   
the Committee, upon advice of counsel to the Company, deems necessary or        
appropriate to comply with the requirements of applicable laws. Any             
discrepancies or inconsistencies between the terms of the Plan and any term or  
provision contained in a Stock Option Agreement will be interpreted by the      
Committee.                                                                      

 An option may be exercised in whole or in part after completion of such
periods of service or achievement of such conditions as are prescribed by the   
Committee when granting the option. If no period is specified, then the option  
shall become fully exercisable with respect to twenty-five percent (25%) of the 
shares subject to the option on each of the first four annual anniversaries of  
the date of grant of the option. An option may also become exercisable upon the 
occurrence of a change in control of the Company. No option may be exercised    
after ten years from the date of grant or such shorter period as specified by   
the Committee at the time of grant. To exercise an option, the participant must 
submit a written notice of exercise to the Company (a) specifying the number of 
shares to be purchased, (b) indicating the method of payment of the exercise    
price or including a check payable to the Company for the full exercise price,  
(c) including a tax election with respect to withholding taxes, if applicable,  
and (d) containing such further provisions consistent with the provisions of the
Plan as prescribed from time to time by the Company. If a change in control of  
the Company occurs, the option shall be exercisable immediately upon the date of
such change in control.                                                         

     After a participant ceases being an employee of the Company for any reason,
other than death, disability or retirement (for the purposes of this section, a 
"Termination"), the unexercisable portion of an option shall immediately        
terminate and the unexercised portion of any outstanding options held by the    
participant shall terminate after three months have elapsed from the date of    
Termination. Upon the Termination of a participant's employment by reason of    
death, retirement or disability, any outstanding options may be exercised by the
participant or the participant's legal representative within twelve months of   
such Termination. However, in the event of a Termination by reason of death,    
disability or retirement, the Committee may extend the exercise period of an    
option up to sixty months from the date of such Termination, provided that the  
term of the option shall not exceed ten years from the date of grant.           

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    A participant may designate, by written notice to the Company, one or more
persons who shall acquire the right to exercise the option upon the             
participant's death.                                                            

In addition to options, a participant may receive shares of restricted
Common Stock under a restricted stock agreement (a "Restricted Stock            
Agreement"). A Restricted Stock Agreement shall specify the number of shares    
granted and the conditions and terms of the grant. The shares received are      
restricted and may not be sold, transferred, pledged, assigned, or otherwise    
alienated or hypothecated. These restrictions shall remain in place until (a)   
the completion of such periods of service or achievement of such conditions     
established in the applicable Restricted Stock Agreement between the Company and
the participant, (b) death, disability or retirement of the participant or (c) a
change in the control of the Company. If the participant ceases to serve as an  
employee of the Company for reasons other than death, disability or retirement  
prior to the lapsing of the restrictions, the shares of restricted stock granted
to the participant shall be forfeited to the Company.                           

In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, rights offer, liquidation, dissolution, merger,
consolidation, spin-off or sale of assets, or any other change in or affecting  
the corporate structure or capitalization of the Company, the Board may alter   
the Plan according to its discretion. The Board may also terminate or amend the 
Plan as it deems appropriate without shareholder approval, unless such approval 
is required by law. Such amendments may not (a) increase the total number of    
shares which may be issued under the Plan, (b) materially modify the eligibility
requirements for participants, (c) materially increase the benefits to          
participants under the Plan or (d) cause the Plan to no longer comply with Rule 
16b-3 of the Securities Exchange Act of 1934 or any other regulatory            
requirements. No rights or obligations under any outstanding grants may be      
altered or impaired without the participant's consent.                          

   Participants shall have no rights as shareholders unless certificates for
shares of Common Stock are issued to them. The Company may deduct from any      
distribution of Common Stock to any participant an amount equal to the federal, 
state and local income taxes and other amounts required by law. No grant shall  
be transferable except by will, the laws of descent and distribution or a       
qualified domestic relations order.                                             

   The aggregate number of shares of Common Stock, including shares reserved
for issuance pursuant to the exercise of options, which may be granted or issued
under the terms of the Plan, may not exceed 1,000,000 shares. Whenever any      
outstanding grant or portion thereof expires, is canceled or forfeited or is    
otherwise terminated for any reason without having been exercised, the Common   
Stock allocable to such grant may again be the subject of further grants.       

 Upon approval of the Plan by shareholders of the Company, the following
persons are to receive options to purchase Common Stock in the following        
amounts:                                                                        

                                                                [Download Table]

                           RECIPIENT                              SHARES 
----------------------------------------------------------------  -------
                                                                         
Lewis E. Christman, Jr..........................................  200,000
Eddie L. Ervin, Jr..............................................  100,000
William Stanley Smith, Jr.......................................  100,000
Robert L. Scott.................................................  100,000
Edward B. Alexander.............................................   50,000
Robert J. Martin................................................   50,000

TAX ASPECTS UNDER THE INTERNAL REVENUE CODE 

     The following is a summary of the principal Federal income tax consequences
of grants of stock options and restricted common stock under the Plan. It does  
not comprehensively describe all Federal consequences under the Plan, nor does  
it describe state or local tax consequences.                                    

Non-Qualified Options.  Certain options offered under the plan are    
non-qualified options ("Non-Qualified Options") under Internal Revenue Code of  
1986, as amended (the "Code"). With respect to Non-Qualified Options under the  
Plan, no income is realized by the optionee at the time the option is granted so
long as the option at the date of grant does not have a readily ascertainable   
fair market value. Upon exercise of an option, ordinary income is generally     
realized by the optionee in an amount equal to the difference between           

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the option price and the fair market value of the shares on the date of         
exercise, and the Company receives a tax deduction for the same amount. Upon    
disposition of stock acquired through the exercise of options, appreciation or  
depreciation after the date of exercise is generally treated as either          
short-term or long-term capital gain or loss depending on how long the shares   
have been held. Special rules will apply where all or a portion of the exercise 
price of the Non-Qualified Option is paid by tendering shares of Common Stock.  

    Qualified Incentive Stock Options.  Certain options offered under the Plan
are qualified incentive stock options ("Incentive Stock Options") as defined by 
Section 422 of the Code. With respect to Incentive Stock Options under the Plan,
no income is realized by the optionee at the time the option is granted or      
exercised. The optionee has a taxable event only at the later sale or           
distribution of the option stock, using the original option price as the basis  
to determine gain. If the optionee does not dispose of the option stock within  
two years from the date the option was granted and holds the stock at least one 
year from the date the stock was transferred to the optionee, any gain that     
results from its sale will be taxed as capital gain. If, however, the optionee  
fails to meet such holding periods, the optionee will recognize as income at the
time of the disqualifying transfer the bargain purchase element of the option.  
Upon such income recognition, the Company may deduct the amount recognized as a 
compensation expense.                                                           

    Restricted Common Stock.  A recipient of restricted Common Stock generally
will be subject to tax at ordinary income rates on the fair market value of the 
Common Stock at the time that the Common Stock is freely transferable and is no 
longer subject to forfeiture, less any amount paid for such Common Stock. The   
Company generally will receive a tax deduction equal to the amount includable as
ordinary income to the recipient. If restricted Common Stock is received in     
connection with another award under the Plan, the income and the deduction, if  
any, associated with such award may be deferred in accordance with the rules    
described above for restricted Common Stock.                                    

Dividends.  Dividends, if any, paid on restricted Common Stock, to the
extent includable in a participant's income under the Plan, will be taxed at    
ordinary income rates. The Company will be entitled to a deduction for dividends
paid on restricted Common Stock to the extent that an election under Section    
83(b) of the Code has not been filed. The Company's debt agreements prohibit the
payment of dividends and the Company does not contemplate the payment of        
dividends at any time in the foreseeable future.                                

Payments in Respect of a Change of Control.  The Plan provides for    
acceleration of payment or exercisability of awards and related shares in the   
event of a change of control of the Company. Such acceleration of awards may    
cause the consideration involved to be treated in whole or in part as "parachute
payments" under the Code. Acceleration of benefits under other Company benefits 
plans and other contracts with employees in the event of a change of control may
be aggregated with benefits accelerated under the Plan for "parachute payment"  
purposes. Any such "parachute payments" may be non-deductible to the Company in 
whole or in part under Section 2806 of the Code, and the recipient may be       
subject to a 20% excise tax on all or part of such payments under Section 4999  
of the Code (in addition to other taxes ordinarily payable).                    

    Limitations on the Company's Deduction.  Pursuant to Section 162(m) of the
Code, the Company's deduction of Common Stock awards other than options under   
the Plan may be limited to the extent that a "covered employee" (as defined in  
Section 162(m) of the Code) receives compensation in excess of $1,000,000 in    
such taxable year of the Company (other than performance-based compensation and 
other exceptions under Section 162(m) of the Code).                             

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THIS     
RESOLUTION.                                                                     

3. OTHER MATTERS                                                                

     The Board of Directors is not aware of any other matters to come before the
meeting. If any other business should come before the meeting, the persons named
on the enclosed proxy will have discretionary authority to vote such proxy in   
accordance with their best judgment.                                            

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SHAREHOLDER PROPOSALS                                                           

 Proposals of shareholders to be presented at the 1995 Annual Meeting of
Shareholders must be received at the Company's executive offices by November 15,
1995, to be considered for inclusion in the Company's proxy materials relating  
to that meeting.                                                                

SOLICITATION OF PROXIES.

    This proxy is solicited by the Board of Directors of the Company. The cost
of soliciting proxies will be borne by the Company. Following the original      
mailing of the proxy solicitation material, regular employees of the Company may
solicit proxies by mail, telephone or telegraph. The Company may request        
brokerage houses and other nominees or fiduciaries to forward copies of its     
proxy material and Annual Report to beneficial owners of stock held in their    
names, and the Company may reimburse them for reasonable out-of-pocket expenses 
incurred with respect to such action.                                           

                                      By Order of the Board of Directors

                               /s/ Lewis E. Christman, Jr.
                               ---------------------------
                           Lewis E. Christman, Jr.
                     President and CEO

Date: May 1, 1995                                                               

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                                                                      APPENDIX A

FAMILY STEAK HOUSES OF FLORIDA, INC.
LONG TERM INCENTIVE PLAN

I.  GENERAL 

1.1     PURPOSE OF THE PLAN                                   

    The purpose of the Long-Term Incentive Plan (the "Plan") of Family
Steak Houses of Florida, Inc. (the "Company") is to provide an incentive, in    
the form of a proprietary shareholder interest in the Company, to employees of  
the Company and/or its subsidiaries, to increase their interest in the          
Company's welfare, and to assist the Company and its subsidiaries in attracting 
and retaining employees.                                                        

1.2     ADMINISTRATION OF THE PLAN                            

     The Plan shall be administered by the Compensation Committee or its
successor (the "Committee") of the Board of Directors of the Company (the       
"Board") which shall consist solely of two or more directors meeting the        
definition of disinterested person under Rule 16b-3 of the Securities Exchange  
Act of 1934, as amended (the "Exchange Act").                                   

      The Committee shall have full and final authority in its discretion,
subject to the provisions of the Plan: (a) to determine individuals to whom and 
the time or times at which options or restricted stock shall be granted and     
exercised and the number of shares and exercise price, if any, of the common    
stock, $.01 par value, of the Company ("Common Stock"), covered by each option  
or grant of restricted stock; (b) to determine the terms of the option or       
restricted stock agreements, which need not be identical, including, without    
limitation, terms covering vesting, exercise dates, if any, and exercise        
prices, if any; (c) to decide all questions of fact arising in the application  
of the Plan; and (d) to administer and interpret the Plan in all respects.  All 
determinations made by the Committee shall be final and conclusive.             

        The Committee shall meet once each fiscal year, and at such additional
times as it may determine or as is requested by the chief executive officer of  
the Company, to designate the eligible employees, if any, to be granted awards  
under the Plan and the type and amount of such awards and the time when awards  
will be granted. No such designation by the Committee shall be effective as a   
grant of an award under the Plan until approved by the Board; provided,         
however, that the Board may empower the Committee to grant such awards without  
approval by the Board. All awards granted under the Plan shall be on the terms  
and subject to the conditions hereinafter provided.                             

DEFR14A 16th Page of 30 TOC 1st Previous Next ↓Bottom Just 16th
1.3     ELIGIBLE PARTICIPANTS                                 

  Employees of the Company and the Company's subsidiaries shall be
eligible to participate in the Plan (any employee receiving an award under this 
Plan hereinafter referred to as a "Participant").  The terms "subsidiary" or    
"subsidiaries" shall mean any corporation now existing or hereafter organized   
or acquired (other than the Company) in an unbroken chain of corporations       
beginning with the Company, if, at the time of option grant, each of the        
corporations (including the Company) other than the last corporation in the     
unbroken chain owns stock possessing 80% or more of the total combined voting   
power of all classes of stock in one of the other corporations in such chain.   

1.4     GRANTS UNDER THE PLAN                                 

     Grants under the Plan may be in the form of incentive stock options
(as described in Article II) ("Incentive Stock Options"), executive stock       
options (as described in Section III) ("Executive Stock Options") and/or        
restricted stock (as described in Section IV) ("Restricted Stock"), or any      
combination thereof.                                                            

1.5     OTHER COMPENSATION PROGRAMS                           

        The adoption of the Plan contemplates the continuation of any existing
incentive compensation plan(s) of the Company and in no way limits or is        
limited by the operation, administration or amendment of any such plan(s).  The 
existence and terms of the Plan shall not limit the authority of the Board in   
compensating employees of the Company in such other forms and amounts as it may 
determine from time to time.                                                    

1.6     LIMITATIONS ON GRANTS                                 

  The aggregate number of shares of Common Stock, including shares
reserved for issuance pursuant to the exercise of options, which may be granted 
or issued under the terms of the Plan, may not exceed 1,000,000 shares, and     
such shares hereby are reserved for such purpose.  Whenever any outstanding     
grant or portion thereof expires, is canceled or forfeited or is otherwise      
terminated for any reason without having been exercised or vested or without    
payment having been made in respect of the entire grant, the Common Stock       
allocable to the expired, forfeited, canceled or otherwise terminated portion   
of the grant may again be the subject of further grants hereunder.              

     Notwithstanding the foregoing, the number of shares of Common Stock
available for grants at any time under the Plan shall be reduced to such lesser 
amount as may be required pursuant to the methods of calculation necessary so   
that the exemptions provided pursuant to Rule 16b-3 under the Exchange Act will 
continue to be available for transactions involving all current and future      
grants.  In addition, during the period that any grants remain outstanding      
under the Plan, the Committee may make good faith adjustments with respect to   
the number of                                                                   

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shares of Common Stock attributable to such grants for purposes of calculating  
the maximum number of shares of Common Stock available for the granting of      
future grants under the Plan, provided that following such adjustments the      
exemptions provided pursuant to Rule 16b-3 under the Exchange Act will continue 
to be available for transactions involving all current and future grants.       

1.7     DEFINITIONS                                           

The following definitions shall apply to the Plan:            

    (a)  "Disability" shall have the meaning provided in the Company's
applicable disability plan or, in the absence of such a definition, when a      
Participant becomes totally disabled (as determined by a physician mutually     
acceptable to the Participant and the Company) before attaining his or her 65th 
birthday and if such total disability continues for more than three months.     
Disability does not include any condition which is intentionally self-inflicted 
or caused by illegal acts of the Participant.                                   

       (b)  "Fair Market Value" means the closing bid price of the shares of
Common Stock on such date on the principal national securities exchange or      
automated quotation system of a registered securities association on which such 
shares of Common Stock are listed or admitted to trading.  If the shares of     
Common Stock on such date are not listed or admitted to trading, the Fair       
Market Value shall be the value established by the Board in good faith on such  
basis as it deems reasonable and appropriate and in the case of an Incentive    
Stock Option, in accordance with Section 422 of the Internal Revenue Code of    
1986, as amended (the "Code").                                                  

    (c)  "Retirement" shall have the meaning provided in the Company's
applicable retirement plan or, in the absence of such a definition, the first   
day of the month following the month in which the Participant attains his or    
her 65th birthday.                                                              

        (d)  "Termination" shall mean, unless otherwise limited herein, when a
Participant ceases being an employee of the Company or any subsidiary for any   
reason, including, without limitation, Retirement, discharge, layoff or any     
other voluntary or involuntary termination of a Participant's employment.       
Transfer of employment within the Company or among the Company and any          
subsidiaries shall not be deemed a Termination.                                 

II. INCENTIVE STOCK OPTIONS 

2.1     TERMS AND CONDITIONS                                  

       Subject to the following provisions of this Article II, all Incentive
Stock Options shall be in such form and upon such terms and conditions as the   
Committee, in its discretion, may from time to time determine.                  

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2.2     QUALIFIED STOCK OPTIONS                               

      Incentive Stock Options shall, at the time of grant, be in such form
and upon such terms and conditions as may be required in order that such        
options will constitute incentive stock options within the meaning of Section   
422 of the Code.  To the extent that the Fair Market Value of Common Stock with 
respect to which Incentive Stock Options are exercisable for the first time by  
any individual during any calendar year (pursuant to the Plan and all other     
plans of the Company) exceeds $100,000, such options shall be treated as        
Executive Stock Options.                                                        

2.3     OPTION PRICE                                          

  The option price per share shall be at least one hundred percent
(100%) of the Fair Market Value of the Common Stock on the date the Incentive   
Stock Option is granted.                                                        

2.4     TERM OF OPTION                                        

       Any Incentive Stock Option granted under the Plan may be exercised no
later than ten (10) years from the date of grant or such shorter period of time 
as designated by the Committee at the time of grant.  Subject to Sections 2.7,  
2.8 and 5.13 hereof and the stock option agreement governing the grant of the   
Incentive Stock Options under the Plan, which may contemplate vesting of        
exercise rights, options may be exercised in whole or in one or more parts      
throughout such term.  All rights to exercise an Incentive Stock Option shall   
expire at the end of the designated term.                                       

2.5     PAYMENT                                               

      Payment for shares for which an option is exercised shall be made in
full to the Corporation in such manner and at such time or times as shall be    
provided by the Committee at the time of grant in either (i) cash or its        
equivalent or (ii) by tendering shares of previously acquired Common Stock      
having a Fair Market Value equal to the exercise price or (iii) by a            
combination of (i) and (ii).  The proceeds from such payment shall be added to  
the general funds of the Corporation and shall be used for general corporate    
purposes.                                                                       

2.6     EXERCISE OF OPTION                                    

       Subject to Section 5.13, Incentive Stock Options shall be exercisable
in whole or in part after completion of such periods of service as the          
Committee shall specify when granting the options; provided, however, that in   
the absence of any Committee specification to the contrary, and subject to      
Sections 2.7 and 2.8, twenty-five percent (25%) of the shares subject to the    
Incentive Stock Option shall have been earned and the Incentive Stock Option    
shall become exercisable with respect to such shares on each of the first four  
annual anniversaries of the date of grant of the Incentive Stock Option.  In no 
event, however, and notwithstanding Sections 2.7                                

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and 2.8, shall an Incentive Stock Option be exercised after the expiration of   
ten (10) years from the date of grant.                                          

2.7  TERMINATION OF EMPLOYMENT                                

   A Participant's Incentive Stock Options shall expire three months
after the Termination of the Participant's employment for any reason other than 
death, Disability or Retirement and shall be limited to the shares of Common    
Stock which could have been purchased by the Participant at the date of         
termination of employment.                                                      

     2.8     TERMINATION OF EMPLOYMENT BY REASON OF DEATH, DISABILITY OR
RETIREMENT                                    

        Upon the Termination of a Participant's employment by reason of death,
Disability or Retirement, Incentive Stock Options held at the termination date  
by such Participant shall be exercisable, irrespective of whether the options   
were fully exercisable in accordance with Section 2.6 on that date.  The        
Participant's Incentive Stock Options shall expire unless exercised within one  
year from the date of such Termination.                                         

       In the case of Termination of a Participant's employment by reason of
early retirement within the meaning of the Company's applicable retirement      
plan, Incentive Stock Options which may be exercised shall be limited to the    
shares which could have been purchased by the Participant at the date of such   
early retirement, except that the Committee, in its discretion, may waive the   
vesting requirements of Section 2.6.  The Participant's Incentive Stock Options 
shall expire unless exercised within one year from the date of such             
Termination.                                                                    

    The Committee may, at any time on or before the termination of the
exercise period of the Participant's Incentive Stock Options, extend the        
exercise period if the Participant's employment is terminated for a reason      
specified in Section 2.8.  If so extended, the term of the exercise period      
shall expire on the date specified by the Committee, which date shall be no     
later than the date which is sixty (60) months following the date of the        
Participant's Termination of employment.  If such extension could adversely     
affect the Participant's federal income tax treatment of the Incentive Stock    
Option at the time of extension or exercise, the extension shall only be made   
with the consent of the Participant.  In no event may the term of an Incentive  
Stock Option, including extensions, exceed the term set forth in Section 2.4.   

2.9     SPECIAL RULE FOR 10 PERCENT SHAREHOLDERS              

     If, at the time an Incentive Stock Option is granted, a Participant
owns Common Stock representing more than ten percent (10%) of the total         
combined voting power of all classes of stock of the Company or any of its      
subsidiaries, then the terms of the Incentive Stock Option shall specify that   
the option price shall at the time of grant be at least one hundred-ten percent 
(110%) of the Fair Market Value of the stock subject to the option and such     
option shall not be exercisable after the expiration of five (5) years from the 
date such option is granted.                                                    

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2.10    NOTICE OF EXERCISE                                    

   When exercisable pursuant to the terms of the governing incentive
stock option agreement, Incentive Stock Options granted under the Plan shall be 
exercised by the Participant (or by other authorized persons in accordance with 
Section 5.9) as to all or part of the shares subject to the option by           
delivering written notice of exercise to the Company at its principal business  
office or such other office as the Company may from time to time direct, (a)    
specifying the number of shares to be purchased, (b) indicating the method of   
payment of the exercise price or including a check payable to the Company in an 
amount equal to the full exercise price of the number of shares being           
purchased, and (c) containing such further provisions consistent with the       
provisions of the Plan, as the Company may from time to time prescribe.         

2.11    NOTICE OF DISPOSITION                                 

     If a Participant makes a disposition, within the meaning of Section
424(c) of the Code and the regulations promulgated thereunder, of a share or    
shares of Common Stock issued to such Participant pursuant to the exercise of   
an Incentive Stock Option within the two-year period commencing on the day      
after the date of the grant or within the one-year period commencing on the day 
after the date of transfer of such share or shares to the Participant pursuant  
to such exercise, the Participant shall, within ten (10) days of such           
disposition, notify the Company thereof in writing at the Company's principal   
executive office.                                                               

III. EXECUTIVE STOCK OPTIONS

3.1     TYPES OF OPTIONS                                      

     Options granted under the Plan shall, at the time of grant, provide
that they will not be treated as an incentive stock option within the meaning   
of Section 422 of the Code.                                                     

3.2     TERMS AND CONDITIONS OF OPTIONS                       

  Subject to the following provisions, all Executive Stock Options
granted under the Plan shall be in such form and upon such terms and conditions 
as the Committee, in its discretion, may from time to time determine, provided  
such terms and conditions are clearly designated at the time of grant.          

3.3     EXERCISE PRICE                                        

         The exercise price per share shall be as determined by the Committee on
the date such Executive Stock Option is granted.                                

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3.4     TERM OF OPTIONS                                       

       Any Executive Stock Option granted under the Plan may be exercised no
later than ten (10) years from the date of grant or such shorter period of time 
as designated by the Committee at the time of grant.  Subject to Sections 3.7,  
3.8 and 5.13 hereof and the stock option agreement governing the grant of the   
Executive Stock Options under the Plan, which may contemplate vesting of        
exercise rights, options may be exercised in whole or in one or more parts      
throughout such term.  All rights to exercise an Executive Stock Option shall   
expire at the end of the designated term.                                       

3.5     PAYMENT                                               

      Payment for shares for which an option is exercised shall be made in
full to the Corporation in such manner and at such time or times as shall be    
provided by the Committee at the time of grant in either (i) cash or its        
equivalent or (ii) by tendering shares of previously acquired Common Stock      
having a Fair Market Value equal to the exercise price or (iii) by a            
combination of (i) and (ii).  The proceeds from such payment shall be added to  
the general funds of the Corporation and shall be used for general corporate    
purposes.                                                                       

3.6     EXERCISE OF OPTIONS                                   

       Subject to Section 5.13, Executive Stock Options shall be exercisable
in whole or in part after completion of such periods of service or achievement  
of such conditions as the Committee shall specify when granting the options;    
provided however, that in the absence of a Committee specification to the       
contrary and subject to Sections 3.7 and 3.8, twenty-five percent (25%) of the  
shares subject to the Executive Stock Option shall have been earned and the     
Executive Stock Option shall become exercisable with respect to such shares on  
each of the first four annual anniversaries of the date of grant of the         
Executive Stock Option.  In no event, however, and notwithstanding Sections 3.7 
and 3.8, shall an Executive Stock Option be exercised after the expiration of   
ten (10) years from the date of grant.                                          

3.7     TERMINATION OF EMPLOYMENT                             

   A Participant's Executive Stock Options shall expire three months
after the Termination of the Participant's employment for any reason other than 
death, Disability or Retirement and shall be limited to the shares of Common    
Stock which could have been purchased by the Participant at the date of         
Termination of employment.                                                      

     3.8     TERMINATION OF EMPLOYMENT BY REASON OF DEATH, DISABILITY OR
RETIREMENT                                    

        Upon the Termination of a Participant's employment by reason of death,
Disability or Retirement, Executive Stock Options held at the termination date  
by such Participant shall be exercisable, irrespective of whether the options   
were fully exercisable in accordance with Section                               

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3.6 on that date.  The Participant's Executive Stock Options shall expire       
unless exercised within one year from the date of such Termination.             

       In the case of Termination of a Participant's employment by reason of
early retirement within the meaning of the Company's applicable retirement      
plan, Executive Stock Options which may be exercised shall be limited to the    
shares which could have been purchased by the Participant at the date of such   
early retirement, except that the Committee, in its discretion, may waive the   
vesting requirements of Section 3.6.  The Participant's Executive Stock Options 
shall expire unless exercised within one year from the date of such             
Termination.                                                                    

    The Committee may, at any time on or before the termination of the
exercise period of the Participant's Executive Stock Options, extend the        
exercise period if the Participant's employment is terminated for a reason      
specified in this Section 3.8.  If so extended, the term of the exercise period 
shall expire on the date specified by the Committee, which date shall be no     
later than the date which is sixty (60) months following the date of the        
Participant's Termination of employment.  If such extension could adversely     
affect the Participant's federal income tax treatment of the Executive Stock    
Option at the time of extension or exercise, the extension shall only be made   
with the consent of the Participant.  In no event may the term of an Executive  
Stock Option, including extensions, exceed the term set forth in Section 3.4.   

3.9     NOTICE OF EXERCISE                                    

      When exercisable pursuant to the terms of the governing stock option
agreement, Executive Stock Options granted under the Plan shall be exercised by 
the Participant (or by other authorized persons in accordance with Section 5.9) 
as to all or part of the shares subject to the option by delivering written     
notice of exercise to the Company at its principal business office or such      
other office as the Company may from time to time direct, (a) specifying the    
number of shares to be purchased, (b) indicating the method of payment of the   
exercise price or including a check payable to the Company in an amount equal   
to the full exercise price of the number of shares being purchased, (c)         
including a Tax Election, if applicable, in accordance with Section 5.8, and    
(d) containing such further provisions consistent with the provisions of the    
Plan, as the Company may from time to time prescribe.                           

3.10    LIMITATION OF EXERCISE PERIODS                        

   The Committee may limit the time periods within which a Executive
Stock Option may be exercised if a limitation on exercise is deemed necessary   
in order to effect compliance with applicable law.                              

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IV. RESTRICTED STOCK

4.1     TERMS AND CONDITIONS OF AWARDS                        

     The Committee may grant shares of stock subject to the restrictions
described in Section 4.2 under a restricted stock agreement, without payment by 
the Participant for such Restricted Stock.  Such agreement shall specify the    
number of shares granted and the conditions and terms of the grant.  Restricted 
Stock, with restrictions noted on the face of the certificates, shall be issued 
in the name of the Participant granted the Restricted Stock and deposited with  
a trust administered by the Committee (and subject to the claims of the         
Company's creditors) during the restriction period.                             

4.2     RESTRICTIONS                                          

        Until the restrictions have lapsed in accordance with Section 4.3, the
shares of Restricted Stock granted hereunder may not be sold, transferred,      
pledged, assigned, or otherwise alienated or hypothecated.  The Committee may   
impose such other restrictions on any shares of restricted stock as required by 
law including, without limitation, restrictions under applicable federal or     
state securities laws, and may place legends on the certificates representing   
such Restricted Stock to provide appropriate notice of such restrictions.       

4.3     PERIOD OF RESTRICTION                                 

    Subject to Section 5.13, the restrictions set forth in Section 4.2
shall lapse and such shares shall be freely transferable upon completion of     
such periods of service or achievement of such conditions (the "Management      
Objectives") as the Committee shall specify in an individual Restricted Stock   
Agreement between the Company and the Participant when granting the shares of   
Restricted Stock.                                                               

4.4     TERMINATION OF EMPLOYMENT                             

     If a Participant's employment is terminated prior to the lapsing of
the restrictions in accordance with Section 4.3 as a result of death,           
Retirement or Disability, restrictions on the shares of Restricted Stock        
granted to the Participant shall immediately lapse on the date of such death,   
Disability or Retirement.  If any Participant's employment is terminated prior  
to the lapsing of restrictions in accordance with Section 4.3 for any reason    
other than death, Disability or Retirement, the shares of Restricted Stock      
granted to such Participant shall be forfeited and shall revert to the Company. 

4.5     RIGHTS AS SHAREHOLDER                                 

      Prior to the lapsing of restrictions in accordance with Section 4.3,
Participants holding shares of Restricted Stock shall have all rights as a      
shareholder including dividend rights and                                       

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voting rights and shall have the right to receive the dividends paid on the     
Common Stock at the same time and in the same amount as other shareholders of   
the Company; provided, however, that any dividends payable on Restricted Stock  
subject to Management Objectives other than length of service shall be          
accumulated and become payable when the Restricted Stock on which such          
dividends were paid shall be deemed to have been earned in accordance with      
Section 4.3.  If the Committee determines that the Management Objectives other  
than length of service have not been achieved in accordance with Section 4.3,   
dividends on any such unearned Restricted Stock shall revert to the Company.    
If any dividend or distribution with respect to Restricted Stock is paid in     
shares of Common Stock, such shares shall be subject to the same restrictions   
on transferability as the shares of Restricted Stock with respect to which they 
were paid.                                                                      

V.  GENERAL PROVISIONS

5.1     GENERAL RESTRICTIONS                                  

       Each grant under the Plan shall be subject to the requirement that if
the Committee shall determine, at any time, that (a) the listing, registration  
or qualification of the shares of Common Stock subject or related thereto upon  
any securities exchange or under any state or federal law, (b) the consent or   
approval of any government regulatory body, or (c) an agreement by the          
Participant with respect to the disposition of shares of Common Stock, is       
necessary or desirable as a condition of, or in connection with, the granting   
or the issuance or purchase of shares of Common Stock thereunder, such grant    
may not be consummated in whole or in part unless such listing, registration,   
qualification, consent, approval or agreement shall have been effected or       
obtained free of any conditions not acceptable to the Committee.                

5.2     ADJUSTMENTS FOR CERTAIN CORPORATE EVENTS              

        In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, rights offer, liquidation, dissolution,        
merger, consolidation, spin-off or sale of assets, or any other change in or    
affecting the corporate structure or capitalization of the Company, the Board   
shall make such adjustments as the Committee may recommend, and as the Board in 
its discretion may deem appropriate, in the number and kind of shares           
authorized by the Plan, in the number, exercise price or kind of shares covered 
by the grants and in any outstanding grants under the Plan in order to prevent  
substantial dilution or enlargement thereof.                                    

5.3     AMENDMENTS                                            

      The Board may discontinue the Plan at any time and may amend it from
time to time, but no amendment, without approval by shareholders, may (a)       
increase the total number of shares which may be issued under the Plan, except  
as provided in Section 5.2 hereof, (b) materially modify the eligibility        
requirements for Participants, (c) materially increase the benefits accruing to 
Participants, or (d) cause the Plan to no longer comply with Rule 16b-3 of the  
Exchange Act or any other federal or state statutory or regulatory              
requirements.                                                                   

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5.4     GRANTS EVIDENCED BY AGREEMENTS                        

Each grant under the Plan shall be evidenced by an individual 
Incentive Stock Option agreement, Executive Stock Option Agreement or           
Restricted Stock Agreement, as applicable, which shall be executed by the       
Company and each Participant.  The agreement shall contain such terms and       
provisions, not inconsistent with the terms of the Plan, as shall be determined 
by the Committee, including, as applicable: (a) the number of shares a          
Participant may acquire pursuant to the option granted and the exercise price   
per share or the number of shares of Restricted Stock granted, as applicable;   
(b) any conditions affecting the exercise of the option; (d) the procedure for  
exercising the option granted; (d) a clear designation of whether the exercise  
of the option granted thereby is subject to vesting; (e) a clear designation of 
the period of restriction and conditions for vesting of Restricted Stock; (f)   
representations and warranties of Participant regarding the acquisition of      
shares for investment purposes; and (g) such provisions as the Committee, upon  
advice of counsel to the Company, shall deem necessary or appropriate to comply 
with the requirements of applicable laws.  In the event there shall be any      
discrepancy or inconsistency between the terms of the Plan and any term or      
provision contained in such an agreement, the terms of the Plan, as interpreted 
by the Committee, shall govern.                                                 

5.5     MODIFICATION, SUBSTITUTION OR CANCELLATION OF GRANTS  

        Subject to the terms of the Plan, the Committee may modify outstanding
grants under the Plan or accept the surrender of outstanding grants and make    
new grants in substitution for them.  Notwithstanding the foregoing, no         
modification of any grant shall adversely alter or impair any rights or         
obligations of the Participant without the Participant's consent.               

5.6     SHARES SUBJECT TO THE PLAN                            

      Shares distributed pursuant to the Plan shall be made available from
authorized but unissued shares or from shares purchased or otherwise acquired,  
in open market, in private transactions or otherwise, by the Company for use in 
the Plan, as shall be determined from time to time by the Committee.            

5.7     RIGHTS OF A SHAREHOLDER                               

     Participants under the Plan, unless otherwise provided by the Plan,
shall have no rights as shareholders by reason thereof unless and until         
certificates for shares of Common Stock are issued to them.                     

5.8     WITHHOLDING                                           

     The Company shall have the right to deduct from any distribution of
Common Stock to any Participant an amount equal to the federal, state and local 
income taxes and other amounts as may be required by law to be withheld (the    
"Withholding Taxes") with respect to any grant under the Plan.  If a            
Participant is to experience a taxable event in connection with the receipt     

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of cash or shares of Common Stock pursuant to an option exercise (a "Taxable    
Event"), the Participant shall pay the Withholding Taxes to the Company prior   
to the issuance of such shares of Common Stock.  In satisfaction of the         
obligation to pay Withholding Taxes to the Company, the Participant may make a  
written election (the "Tax Election"), which may be accepted or rejected in the 
discretion of the Committee, to have withheld a portion of the shares of Common 
Stock then issuable to the Participant having an aggregate Fair Market Value on 
the day immediately preceding the date of such issuance equal to the            
Withholding Taxes, provided that in respect of a Participant who may be subject 
to liability under Section 16(b) of the Exchange Act either: (i) in the case of 
a Taxable Event involving a stock option or the grant of restricted stock, (A)  
the Tax Election is made at least six (6) months prior to the date of the       
Taxable Event and (B) the Tax Election is irrevocable with respect to all       
Taxable Events of a similar nature occurring prior to the expiration of six (6) 
months following a revocation of the Tax Election; (ii) in the case of the      
exercise of an option (A) the Participant makes the Tax Election at least six   
(6) months after the date the option was granted, (B) the option is exercised   
during the ten (10) day period beginning on the third business day and ending   
on the twelfth business day following the release for publication of the        
Company's quarterly or annual statement of sales and earnings (the "Window      
Period") and (C) the Tax Election is made during the Window Period in which the 
option is exercised or prior to such Window Period and subsequent to the        
immediately preceding Window Period; or (iii) in the case of a Taxable Event    
relating to the payment of an award, (A) the Participant makes the Tax Election 
at least six (6) months after the date of grant and (B) the Tax Election is     
made (1) in the case of a Taxable Event occurring within a Window Period,       
during the Window Period in which the Taxable Event occurs or (2) in the case   
of a Taxable Event not occurring within a Window Period, during the Window      
Period immediately preceding the Taxable Event.  Notwithstanding the foregoing, 
the Committee may, by the adoption of rules or otherwise, (i) modify the        
provisions of this Section 5.8 as may be necessary to ensure that the Tax       
Elections will be exempt transactions under Section 16(b) of the Exchange Act,  
and (ii) permit Tax Elections to be made at such other times and subject to     
such other conditions as the Committee determines will constitute exempt        
transactions under Section 16(b) of the Exchange Act.                           

5.9     NONASSIGNABILITY                                      

Except as expressly provided in the Plan, no grant shall be   
transferable except by will, the laws of descent and distribution or a          
qualified domestic relations order ("QDRO") as defined by the Code or Title I   
of the Employee Retirement Income Security Act of 1974, as amended, or the      
rules thereunder.  During the lifetime of the Participant, except as expressly  
provided in the Plan, grants under the Plan shall be exercisable only by such   
Participant, by the guardian or legal representative of such Participant or     
pursuant to a QDRO.                                                             

5.10    NONUNIFORM DETERMINATIONS                             

    Determinations by the Committee under the Plan (including, without
limitation, determinations of the persons to receive grants, the form, amount   
and timing of such grants, and the terms and provisions of such grants and the  
agreements evidencing the same) need not be                                     

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uniform and may be made by it selectively among persons who receive, or are     
eligible to receive, grants under the Plan, whether or not such persons are     
similarly situated.                                                             

5.11    NO GUARANTEE OF EMPLOYMENT                            

    Neither grants under the Plan nor any action taken pursuant to the
Plan shall not constitute or be evidence of any agreement or understanding,     
express or implied, that the Company shall retain the Participant for any       
period of time or at any particular rate of compensation.                       

5.12    EFFECTIVE DATE; DURATION                              

    The Plan shall become effective as of December 1, 1994, subject to
approval by shareholders.  No grant may be given under the Plan after December  
1, 1999, but grants theretofore granted may extend beyond such date.            

5.13    CHANGE IN CONTROL                                     

 Notwithstanding anything herein to the contrary, if a Change in
Control of the Company occurs, then all Incentive Stock Options and Executive   
Stock Options shall become fully exercisable and all restrictions on grants of  
Restricted Stock shall lapse as of the date such Change in Control occurred.    
For the purposes of the Plan, a Change in Control of the Company shall be       
deemed to have occurred upon the earliest of the following events:              

          (a)  when the Company acquires actual knowledge that any
person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),  
other than any person who was the beneficial owner of 25% or more of the Common 
Stock as of the effective date of the Plan, becomes the beneficial owner (as    
defined in Rule 13d-3 of the Exchange Act) directly or indirectly, of           
securities of the Company representing 25% or more of the combined voting power 
of the Company's then-outstanding securities;                                   

            (b)  upon the first purchase of Common Stock pursuant to a
tender or exchange offer (other than a tender or exchange offer made by the     
Company);                                                                       

               (c)  upon the approval by the Company's shareholders of (i) a
merger or consolidation of the Company with or into another corporation (other  
than a merger or consolidation in which the Company is the surviving            
corporation and which does not result in any capital reorganization or          
reclassification or other change in the Company's then-outstanding shares of    
Common Stock), (ii) a sale or disposition of all or substantially all of the    
Company's assets or (iii) a plan of liquidation or dissolution of the Company;  
or                                                                              

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             (d)  if the Board or any designated committee determines in
its sole discretion that any person (as such term is used in Sections 13(d) and 
14(d) of the Exchange Act), other than a person who exercised a controlling     
influence as of the effective date of the Plan, directly or indirectly          
exercises a controlling influence over the management or policies of the        
Company.                                                                        

   5.14    GOVERNING LAW.  The Plan and all actions taken thereunder
shall be governed by and construed in accordance with the laws of the State of  
Florida.                                                                        

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                                                                      APPENDIX B

FAMILY STEAK HOUSES OF FLORIDA, INC.  
2113 Florida Boulevard, Neptune Beach, Florida 32266  
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS   

     The undersigned hereby appoints Lewis E. Christman, Jr. and Edward B.
Alexander (the "Proxy Agents"), and each of them individually, the attorneys,   
agents, and proxies of the undersigned with full power of substitution, to vote 
all of the shares of stock of Family Steak Houses of Florida, Inc. (the         
"Company"), owned by the undersigned on May 1, 1995, at the 1995 Annual Meeting 
of Shareholders of the Company, to be held at 10:00 a.m. on June 16, 1995 and   
any adjournment thereof, with all powers that the undersigned would possess if  
personally present, pursuant to the following directions:                       

(Continued and to be signed on the reverse side)  

- FOLD AND DETACH HERE -  

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                                                        [Enlarge/Download Table]
                                                                                                                                    
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.                                   
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.                                                        

    1.  ELECTION OF DIRECTORS                       Lewis E. Christman, Jr., Joseph M. Glickstein, Jr., Richard M. Gray,            
FOR all nominees            WITHHOLD                Robert J. Martin and William Stanley Smith, Jr.                                 
listed (except as           AUTHORITY                                                                                               
  marked to the          to vote for all            (To withhold authority to vote for any individual nominee, strike out that      
contrary at right)   nominees listed at right       nominee's name.)                                                                

     /  /                     /  /                                                                                                  

2.  1995 LONG TERM INCENTIVE PLAN                         3.  OTHER MATTERS                                                         
FOR the adoption of the 1995 Long Term                    FOR Proxy Agents to vote in their discretion as to such other matters as  
Incentive Plan.                                           may properly come before the meeting.                                     
WITHHOLD AUTHORITY to vote for the 1995                   WITHHOLD AUTHORITY to proxy holders to vote in their discretion as to     
Long Term Incentive Plan.                                 such other matters as may properly come before the meeting.               

   FOR          WITHHELD                                    FOR         WITHHELD            The undersigned hereby revokes any proxy
                                                                                            heretofore given with respect to said   
     /  /                     /  /                         /  /          /  /               stock and acknowledges receipt of the   
                                                                                            Notice of Annual Meeting and Proxy      
                                                                                            Statement dated May 1, 1995.            

                                                                                            ----------------------------------------
                                                                                            Signature(s)                            

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

                                                                                            DATED:                            , 1995
                                                                                                  ----------------------------      

                                                                                            IMPORTANT:  Please date this proxy and  
                                                                                            sign exactly as your name or names      
                                                                                            appear(s) herein.  If the shares are    
                                                                                            held jointly, signatures should include 
                                                                                            both names.  Personal representatives,  
                                                                                            executors, guardians and others signing 
                                                                                            in a representative capacity should     
                                                                                            give full title.  PLEASE RETURN         
        "PLEASE MARK INSIDE BLUE BOXES SO THAT DATA                                         PROMPTLY IN THE ACCOMPANYING ENVELOPE.  
        PROCESSING EQUIPMENT WILL RECORD YOUR VOTES"                                                                                

                                                     - FOLD AND DETACH HERE -

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFR14A’ Filing	Date	First	Last	Other Filings

	12/1/99	27
	11/30/95	11
	11/15/95	14
	6/16/95	2	29	DEF 14A
Filed on:	5/2/95
	5/1/95	2	30
	4/25/95	11
	4/7/95	3
	2/6/95	3	6
	1/3/95	5
	12/28/94	10
	12/1/94	27
	4/7/94	7
	4/1/94	9
	1/3/94	9
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Filing Submission 0000950144-95-001154 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Eaco Corp – ‘DEFR14A’ on 5/2/95

As of: Tuesday, 5/2/95 · Accession #: 950144-95-1154 · File #: 0-14311

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

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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