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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO.1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FAMILY STEAK HOUSES OF FLORIDA, INC.
(Exact name of Registrant as specified in its charter)
Florida 5812 59 2597349
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or organization) Classification Code No.) Identification No.)
2113 Florida Boulevard
Neptune Beach, Florida 32266
(904) 249-4197
(Address and telephone number of Registrant's principal executive offices)
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Mr. Glen F. Ceiley
Chairman of the Board
Family Steak Houses of Florida, Inc.
2113 Florida Boulevard
Neptune Beach, Florida 32266
(904) 249-4197
(Name, address and telephone number of agent for service)
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Copies To:
Halcyon E. Skinner, Esq.
McGuireWoods LLP
50 North Laura Street, Suite 3300
Jacksonville, Florida 32202
(904) 798-3200
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or investment plans, please check the following box: [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities
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offered only in connection with dividend or interest reinvestment plans, check
the following box: [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the box and list the Securities Act
Registration Statement for the same offering. [ ]
If the delivery of the Prospectus is expected to be made pursuant to
Rule 434, check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum
Title of Each Class of Amount to be Aggregate Amount of
Securities To Be Registered Registered(1) Offering Registration
Price(2) Fee
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Common Stock, $.01 par value
per share............................ 1,250,000 $1,325,000 $332(3)
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(1) Maximum number of shares of Common Stock of Family Steak Houses of Florida,
Inc. to be sold to current holders of its Common Stock in this rights
offering.
(2) Calculated in accordance with Rule 457(o) based on the estimated maximum
aggregate offering price of the Common Stock.
(3) The registration fee was previously paid with the filing of the registration
statement on June 28, 2001.
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The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information in this Prospectus is not complete and may be changed.
We may not sell these securities until the Registration Statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an offer
to sell, and it is not soliciting an offer to buy, these securities in any state
where the offer or sale is not permitted.
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SUBJECT TO COMPLETION, DATED _______________, 2001
PROSPECTUS
FAMILY STEAK HOUSES OF FLORIDA, INC.
1,250,000 Shares of Common Stock
We are offering 1,250,000 shares of common stock to our shareholders
who owned shares of our common stock as of the close of business on
______________, 2001, the record date.
- - You will receive, at no cost, a subscription right to purchase one
share of common stock for each two (2) shares of our common stock you
own on the record date.
- - The subscription price for your right is $_______ per share.
- - We will not issue fractional shares of common stock, and we will not
pay cash in place of fractional shares.
- - The rights are exercisable beginning on the date of this Prospectus and
continuing until 5:00 p.m., Eastern Time, on ______________, 2001, the
expiration date, unless extended.
- - If you want to participate in this offering, we recommend that you
submit your subscription documents to us, as subscription agent, before
the expiration date or to your broker or bank at least 10 days before
the expiration date.
- - All subscriptions will be held in escrow until the expiration date.
- - Your rights are not transferable.
- - The rights will not be listed for trading on any stock exchange.
- - We reserve the right to cancel this offering at any time before the
expiration date.
There is no minimum number of shares that we must sell in order to
complete this offering. Shareholders who do not participate in this offering
will continue to own the same number of shares, but will own a smaller
percentage of the total shares outstanding to the extent that other shareholders
participate in this offering.
Our common stock is quoted for trading on The Nasdaq Smallcap Market
under the trading symbol "RYFL." The closing price of our common stock on
_____________, 2001 was $_____ per share.
Proceeds to Family
Subscription Steak Houses of
Rights Price Florida(1)
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Per Share.......................... $ $
Total..............................
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(1) Before deducting expenses payable by us, estimated to be $50,000
SEE "RISK FACTORS" COMMENCING ON PAGE 6 FOR A DISCUSSION OF CERTAIN
FACTORS THAT YOU SHOULD CONSIDER BEFORE PURCHASING OUR COMMON STOCK.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense. The date of this Prospectus is _______________, 2001.
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TABLE OF CONTENTS
PAGE
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SUMMARY......................................................................1
QUESTIONS AND ANSWERS ABOUT FAMILY STEAK HOUSES
OF FLORIDA, INC. .........................................................1
QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING..............................1
A WARNING ABOUT FORWARD-LOOKING STATEMENTS...................................5
RISK FACTORS.................................................................6
RISKS RELATED TO OUR BUSINESS..............................................6
RISKS RELATED TO OUR COMMON STOCK.........................................14
RISKS RELATING TO RIGHTS OFFERING.........................................15
USE OF PROCEEDS.............................................................16
THE RIGHTS OFFERING.........................................................17
IF YOU HAVE QUESTIONS.......................................................24
PLAN OF DISTRIBUTION........................................................24
EXPERTS.....................................................................24
LEGAL MATTERS...............................................................24
HOW TO FIND ADDITIONAL INFORMATION..........................................24
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You should rely only on the information contained in this Prospectus or
to which we have referred you. We have not authorized anyone to provide you with
different information. This document may be used only where it is legal to sell
these securities. The information in this Prospectus is only accurate on the
date of this Prospectus.
In this Prospectus, all references to "Family Steak Houses of Florida,"
"we," "us," "Company, " and "our" refer to Family Steak Houses of Florida, Inc.,
unless indicated otherwise.
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SUMMARY
This section answers in summary form some questions you may have about
Family Steak Houses of Florida, Inc. and this rights offering. The information
in this section is a summary and may not contain all of the information that may
be important to you before exercising your subscription rights. You should read
the entire Prospectus carefully, including the "Risk Factors" section and the
documents listed under "How To Find Additional Information."
QUESTIONS AND ANSWERS ABOUT FAMILY STEAK HOUSES OF FLORIDA
WHAT IS FAMILY STEAK HOUSES OF FLORIDA?
Family Steak Houses of Florida, Inc., a Florida corporation, was formed
in 1985. It is the sole franchisee in Florida of Ryan's Properties, Inc. We
operate 23 Ryan's Family Steak House restaurants in North and Central Florida.
See "How To Find Additional Information" (page 24).
WHERE ARE WE LOCATED?
Our principal executive office is located at: 2113 Florida Boulevard,
Neptune Beach, Florida 32266. Our telephone number is (904) 249-4197.
QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING
WHAT IS A SUBSCRIPTION RIGHT?
We are distributing to you, at no charge, a subscription right to
purchase one share of common stock for every two (2) shares of common stock that
you owned on ________, 2001. Each subscription right entitles you to purchase
one share of common stock for $________, subject to the terms of this rights
offering. When you "exercise" a subscription right, that means that you choose
to purchase the common stock that the subscription right entitles you to
purchase. You may exercise any number of your subscription rights, or you may
choose not to exercise any subscription rights. You cannot give or sell your
subscription rights to anybody else; only you can exercise them.
WHAT IS A RIGHTS OFFERING?
A rights offering is an opportunity for you to purchase additional
shares of common stock at a fixed price to be determined before the rights
offering begins and in an amount proportional to your existing interest, which
enables you to maintain your current percentage ownership interest in us. It
also allows you to buy shares of common stock without the payment of commissions
or other expenses.
WHAT IS THE BASIC SUBSCRIPTION PRIVILEGE?
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The basic subscription privilege of each subscription right entitles
you to purchase one share of our common stock at a subscription price of
$__________.
WHAT IS THE OVER-SUBSCRIPTION PRIVILEGE?
We do not expect that all of our shareholders will exercise all of
their basic subscription rights. By extending over-subscription privileges to
our shareholders, we are providing for the subscription of those available
shares. The over-subscription privilege entitles you, if you fully exercise your
basic subscription privilege, to subscribe for additional shares of common stock
not acquired by other holders of rights at the same subscription price of
$__________ per share.
WHAT ARE THE LIMITATIONS ON THE OVER-SUBSCRIPTION PRIVILEGE?
We will only issue shares of common stock in the rights offering. The
number of shares available for over-subscription privileges will be 1,250,000
shares, less the number of shares purchased upon exercise of all basic
subscription privileges.
If sufficient shares are available, we will seek to honor the
over-subscription requests in full. If over-subscription requests exceed the
number of shares available, we will allocate the available shares among
shareholders who over-subscribed in proportion to the number of shares purchased
by those over-subscribing shareholders through the basic subscription privilege.
However, if your pro rata allocation exceeds the number of shares you requested,
you will receive only the number of shares that you requested, and the remaining
shares from your pro rata allocation will be divided among other shareholders
exercising their over-subscription privileges who have subscribed for additional
shares in proportion to the number of shares purchased by that group of
over-subscribing shareholders through the basic subscription privilege.
WHY ARE WE ENGAGING IN A RIGHTS OFFERING?
We are offering the subscription rights to our current shareholders in
order to raise additional working capital which we intend to utilize to
construct and open to two (2) additional restaurants in late 2001 or early 2002
and to remodel five existing restaurants. We have recently opened two
restaurants using Ryan's new display-cooking concept and have experienced record
sales revenues at these new restaurants. Management believes that opening new
restaurants is critical to improving our profitability. Opening these two new
restaurants is also a means of enabling us to have 25 restaurants in operation
on December 31, 2001. Failing to have 25 restaurants in operation by the end of
2001 will give our franchisor the right to terminate the exclusivity of our
franchise rights in north and central Florida. We will also use part of the
proceeds from this rights offering to remodel approximately five existing
restaurants to add the new display-cooking concept in order to enhance or
maintain sales at these outlets.
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Additional funds would improve our liquidity, and at this time we do
not have satisfactory alternatives to fund these new restaurants and
renovations. While we have loan commitments to provide $1,700,000 to fund the
construction of each of these new restaurants, the costs of construction have
increased and we need approximately $1,000,000 in additional funds for each new
restaurant. Our Board of Directors has chosen to give you the opportunity to
buy more shares and provide us with additional capital. This option provides
each shareholder the opportunity to avoid dilution of their ownership interest.
Of course, we cannot assure you that we will not need to seek additional
financing in the future.
HOW MUCH MONEY WILL Family Steak Houses of Florida RECEIVE FROM THE RIGHTS
OFFERING?
Our gross proceeds from the rights offering depends on the number of
shares that are purchased. If we sell all shares which may be purchased upon
exercise of the rights offered by this Prospectus, then we will receive proceeds
of $________, before deducting expenses payable by us, estimated to be $50,000.
ARE THERE ANY PURCHASE COMMITMENTS IN THE RIGHTS OFFERING?
As of the date of this Prospectus, Glen F. Ceiley, our principal
executive officer and chairman of our board of directors, and Bisco Industries,
Inc., referred to as "Bisco" in this Prospectus, a company for which Mr. Ceiley
is the sole shareholder and president, have committed to exercise their basic
subscription and over-subscription privileges in the rights offering for up to
$1,000,000, subject to the availability of sufficient shares on an
over-subscription basis.
HOW MANY SHARES MAY I PURCHASE?
You will receive one subscription right for each two (2) shares of
common stock that you owned on __________, 2001. We will not distribute
fractional subscription rights, but will round the number of subscription rights
you receive up to the nearest whole number. Each subscription right entitles you
to purchase one share of common stock for $______. If you exercise all of the
subscription rights that you receive, you may have the opportunity to purchase
additional shares of common stock. On the enclosed subscription certificate, you
may request to purchase as many additional shares as you wish for $_______ per
share. Subject to the terms of the offering, we intend to honor all of the
over-subscription requests, but if not, you may not be able to purchase as many
shares as you requested on your subscription certificate. Subject to state
securities laws and regulations, we have the discretion to issue less than the
total number of shares that may be available for over-subscription requests in
order to comply with state securities laws.
HOW DID WE ARRIVE AT THE $___________ PER SHARE PRICE?
The subscription price of the rights was determined by our Board of
Directors without any independent valuation or appraisal of the value of our
common stock. The subscription price is not necessarily related to the assets,
book value or net worth of our company or any other
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established criteria of value and may not be indicative of the fair value of the
securities offered. In determining the subscription price, the Board of
Directors considered primarily the historic and current market price of our
common stock on the NASDAQ Smallcap Market ($_________ per share at
______________, 2001), our earnings and prospects and the general conditions of
the securities markets.
HOW DO I EXERCISE MY SUBSCRIPTION RIGHTS?
You must properly complete the attached subscription certificate and
deliver it to the Company acting as Subscription Agent before 5 p.m., Eastern
Time, on _____________, 2001. The address for the Subscription Agent is on page
23. Your subscription certificate must be accompanied by proper payment for each
share that you wish to purchase.
HOW LONG WILL THE RIGHTS OFFERING LAST?
You will be able to exercise your subscription rights only during a
limited period. IF YOU DO NOT EXERCISE YOUR SUBSCRIPTION RIGHTS BEFORE 5 P.M.,
EASTERN TIME, ON _______________, 2001, YOUR SUBSCRIPTION RIGHTS WILL EXPIRE. We
may, in our discretion, decide to extend the rights offering. In addition, if
the commencement of the rights offering is delayed, the expiration date will
similarly be extended.
AFTER I EXERCISE MY SUBSCRIPTION RIGHTS, CAN I CHANGE MY MIND?
No. Once you send in your subscription certificate and payment, you
cannot revoke the exercise of your subscription rights, even if you later learn
information about us that you consider to be unfavorable. You should not
exercise your subscription rights unless you are certain that you wish to
purchase additional shares of common stock at a price of $_______ per share.
IS EXERCISING MY SUBSCRIPTION RIGHTS RISKY?
The exercise of your subscription rights involves certain risks.
Exercising your subscription rights means buying additional shares of our common
stock, and should be carefully considered as you would view other equity
investments. Among other things, you should carefully consider the risks
described under the heading "Risk Factors," beginning on page 6.
WHAT HAPPENS IF I CHOOSE NOT TO EXERCISE MY SUBSCRIPTION RIGHTS?
You will retain your current number of shares of our common stock even
if you do not exercise your subscription rights. However, when other
shareholders exercise their subscription rights and you do not, the percentage
of Family Steak Houses of Florida that you own will diminish, and your relative
voting rights and economic interests will be diluted.
CAN I SELL OR GIVE AWAY MY SUBSCRIPTION RIGHTS?
No.
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MUST I EXERCISE ANY SUBSCRIPTION RIGHTS?
No.
WHEN WILL I RECEIVE MY NEW SHARES?
If you purchase shares of common stock through the rights offering, you
will receive certificates representing those shares as soon as practicable after
___________, 2001. Subject to state securities laws and regulations, we have the
discretion to delay allocation and distribution of any shares you may elect to
purchase by exercise of your basic or over-subscription privilege in order to
comply with state securities laws.
CAN WE CANCEL THE RIGHTS OFFERING?
Yes. Our Board of Directors may cancel the rights offering at any time
on or before __________, 2001, for any reason. If we cancel the rights offering,
any money received from shareholders will be refunded promptly, without
interest.
HOW WILL WE USE THE PROCEEDS FROM THE RIGHTS OFFERING?
We will use the proceeds from the rights offering for additional
working capital to fund the construction and opening of two new restaurants and
the remodeling of five existing restaurants to include our new display cooking
concept.
HOW MANY SHARES WILL BE OUTSTANDING AFTER THE RIGHTS OFFERING?
The number of shares of common stock that will be outstanding after the
rights offering depends on the number of shares that are purchased. If we sell
all of the shares offered by this Prospectus, then we will issue 1,250,000 new
shares of common stock during the rights offering. In that case, we will have
approximately _________ shares of common stock outstanding after the rights
offering.
A WARNING ABOUT FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements related to
our future results, including certain projections and business trends.
Assumptions relating to forward-looking statements involve judgments with
respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control. When
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used in this Prospectus, the words "estimate," "project," "intend," "believe"
and "expect" and similar expressions are intended to identify forward-looking
statements. Although we believe that assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate, and we
may not realize the results contemplated by the forward-looking statement.
Management decisions are subjective in many respects and susceptible to
interpretations and periodic revisions based on actual experience and business
developments, the impact of which may cause us to alter our business strategy or
capital expenditure plans that may, in turn, affect our results of operations.
In light of the significant uncertainties inherent in the forward-looking
information included in this Prospectus, you should not regard the inclusion of
such information as our representation that we will achieve any strategy,
objectives or other plans. The forward-looking statements contained in this
Prospectus speak only as of the date of this Prospectus as stated on the front
cover, and we have no obligation to update publicly or revise any of these
forward-looking statements.
These and other statements, which are not historical facts, are based
largely on management's current expectations and assumptions and are subject to
a number of risks and uncertainties that could cause actual results to differ
materially from those contemplated by such forward-looking statements. These
risks and uncertainties include, among others, the risks and uncertainties
described in "Risk Factors", below.
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS, IN ADDITION TO THE OTHER
INFORMATION IN THIS REGISTRATION STATEMENT, IN EVALUATING OUR COMPANY AND OUR
BUSINESS.
RISKS RELATED TO OUR BUSINESS:
WE DEPEND ON OUR FRANCHISOR, RYAN'S PROPERTIES, INC.
We currently operate 23 Ryan's Family Steak House restaurants as a
franchisee. As a result of the nature of franchising and our franchise agreement
with the franchisor, our long-term success depends, to a significant extent, on
- the continued vitality of the Ryan's Family Steak House
restaurant concept and the overall success of the Ryan's
Family Steak House system;
- the ability of the franchisor to identify and react to new
trends in the restaurant industry, including the development
of popular menu items;
- the goodwill associated with the Ryan's Family Steak House
trademark;
- the quality, consistency, and management of the overall Ryan's
Family Steak House system; and
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- the successful operation of Ryan's Family Steak House
restaurants owned by the franchisor.
We believe that the experience, reputation, and financial strength of
the franchisor represent positive factors for our business. We have no control,
however, over the management or operation of the franchisor. A variety of
factors affecting the franchisor or the Ryan's Family Steak House concept could
have a material adverse effect on our business. These factors include the
following:
- any business reversals that the franchisor may encounter;
- a failure by the franchisor to promote the Ryan's Family Steak
House name or restaurant concept; or
- the inability or failure of the franchisor to support us.
The future results of the operations of our restaurants will not
necessarily reflect the results achieved by the franchisor but will depend upon
such factors as the effectiveness of our management team, the locations of our
restaurants, and the operating results of those restaurants.
OUR FRANCHISE AGREEMENT IMPOSES RESTRICTIONS AND OBLIGATIONS ON OUR BUSINESS,
AND IF WE FAIL TO SATISFY THESE OBLIGATIONS, WE COULD BE SUBJECT TO POTENTIAL
DAMAGES AND LOSE FRANCHISE RIGHTS.
Our franchise agreement with the franchisor requires us to pay
royalties of 3.0% of the restaurants' gross sales. The royalties are scheduled
to increase to 4.0% on January 1, 2002.
In addition, the franchise agreement requires us to operate our
restaurants in accordance with the requirements and specifications established
by the franchisor. These requirements and specifications relate to a variety of
factors, including the following:
- the exterior and interior design, decor, and furnishings of
restaurants;
- menu selection;
- the preparation of food products;
- sources of food and other supplies;
- quality of service;
- general operating procedures;
- advertising;
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- maintenance of records; and
- protection of trademarks.
If we fail to satisfy these requirements or otherwise default under the
franchise agreement, we could be subject to potential damages for breach of
contract and could lose our franchise rights for some or all of our restaurants.
We also could lose our rights to develop additional restaurants.
WE MAY NOT BE ABLE TO COMPLY WITH THE PROVISIONS OF OUR FRANCHISE AGREEMENT
WHICH REQUIRE US TO OPEN AND OPERATE ADDITIONAL RESTAURANTS EACH YEAR;
THEREFORE, WE MAY LOSE OUR EXCLUSIVE FRANCHISE RIGHTS.
Our franchise agreement, which expires on December 31, 2010, requires
us to operate at least 25 restaurants by December 31, 2001 in order to maintain
the exclusivity of our franchise rights in those Florida counties where we have
exclusive franchise rights. At the end of each year from 2002 until 2010, we are
required to have two additional restaurants in operation. With the opening of
the Titusville restaurant and the closing of the Clearwater restaurant during
2001, we now have 23 operating restaurants. Until recently, we had expected to
open two additional restaurants in late 2001 which would bring us in compliance
with the 25-restaurant requirement. Due to delays in obtaining building permits
for the two restaurants, it is now questionable whether the two restaurants will
be completed and opened by December 31. We have two restaurants which are closed
and available for sale and have developed a tentative plan to reopen these
restaurants for some period of time in order to meet the 25-restaurant
requirement on December 31, 2001. However, we may not be able to reopen at these
locations, and the franchisor may allege that the reopened restaurants do not
meet the requirement. If we are not able to meet the requirement of 25 operating
units by December 31, 2001 or in any later year, we are likely to lose our
exclusive franchise rights in north and central Florida.
We have negotiated with our franchisor to amend the year-end restaurant
development schedule. However, to date the franchisor has stated that it does
not intend to amend the franchise agreement and has expressed its intent to
terminate our exclusive rights if we do not meet the requirement and to develop
restaurants in areas currently within our exclusive territories. If our
franchisor does develop restaurants in these areas, it could limit our ability
to locate and develop suitable restaurant sites in the future.
In addition to terminating our exclusive franchise rights for failing
to develop new locations in accordance with the schedule in the franchise
agreement, the franchisor may terminate the franchise agreement for default if
we fail to have 80% of the required number of restaurants in operation at the
end of any year. If we were so terminated for default, we would be subject to
the franchisor's claims for damages and exercise of other remedies available to
it.
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The cost of opening one new restaurant during 2001 and 2002 is expected
to be approximately $2,700,000. At this time, it is difficult to estimate the
cost of opening new restaurants after 2002 as the costs are impacted by land
acquisition, zoning, permitting, construction and similar costs, which are
subject to change. In addition to the difficulty in funding new restaurant
construction, we may also have difficulty in securing restaurant sites that we
believe are suitable or we may not be able to develop restaurants on sites on
terms and conditions that we consider favorable in order to satisfy the
requirements of the franchise agreement.
WE FACE RISKS ASSOCIATED WITH THE EXPANSION OF OUR OPERATIONS, SUCH AS OUR
ABILITY TO OPERATE AND MANAGE GROWING OPERATIONS.
The success of our business will to some extent depend on our ability
to expand the number of our restaurants. Our success also depends on our ability
to operate and manage successfully these growing operations as well as existing
locations. Our ability to expand successfully will depend upon a number of
factors, including the following:
- the availability and cost of suitable restaurant locations for
development;
- the hiring, training, and retention of additional management
and restaurant personnel;
- the availability of adequate financing;
- the ability to obtain the franchisor's consent for new sites;
- any development activity by the franchisor in areas where we
operate;
- competitive factors; and
- general economic and business conditions.
The opening of new restaurants depends upon our ability to:
- locate suitable sites in terms of
-- favorable population characteristics,
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-- density and household income levels,
-- visibility, accessibility, and traffic volume,
-- proximity to demand generators, including shopping malls,
lodging, and office complexes, and
-- potential competition;
- obtain financing for construction, tenant improvements,
furniture, fixtures, and equipment;
- negotiate acceptable leases or terms of purchase;
- secure zoning, environmental, health, and similar regulatory
approvals;
- recruit and train qualified personnel; and
- manage successfully the rate of expansion and expanded
operations.
Increased construction costs and delays resulting from governmental
regulatory approvals, strikes or work stoppages, adverse weather conditions, and
various acts of God may also affect the opening of new restaurants. Newly opened
restaurants may operate at a loss for a period following their initial opening.
The length of this period will depend upon a number of factors, including
- the time of year the restaurant is opened,
- sales volume, and
- our ability to control costs.
We may not successfully achieve our expansion goals. Additional
restaurants that we develop may not be profitable. In addition, the opening of
additional restaurants in an existing market may have the effect of drawing
customers from and reducing the sales volume of our existing restaurants in
those markets.
WE WILL NEED ADDITIONAL FUNDING TO PAY FOR THE DEVELOPMENT OF ADDITIONAL
RESTAURANTS AND TO REMODEL EXISTING OUTLETS.
The development of new restaurants requires funds for construction,
tenant improvements, furniture, fixtures, equipment, training of employees,
permits, initial franchise fees, and additional expenditures. We expect that
cash flow from operations, together with financing commitments, will not be
sufficient to have the 25 Ryan's Family Steak House restaurants that our
franchise agreement requires us to operate by the end of 2001. After 2001, our
franchise agreement requires that we increase the number of restaurants in
operation by two by the end of each year until 2010, for a total of twenty (20)
new restaurants. Failure to increase the number of restaurants in operation by
two each
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year will give the franchisor the right to terminate our exclusive franchise
rights in north and central Florida where we currently have these exclusive
franchise rights. Additionally, in order to remain competitive and prevent
erosion of sales, we require funds to support our planned remodeling program of
existing restaurants.
Based on historic construction prices and current rates of inflation,
we project that each new restaurant opened in 2001 and 2002 will cost
approximately $2,700,000. In July 2000, we received a new commitment from our
lender to fund $1,600,000 (later increased to $1,700,000) each for two new
restaurants to be built in 2001. Additional resources are needed to provide the
additional $1,000,000 for each restaurant. Due to the changing prices for land
acquisition, zoning, permitting and construction costs, it is difficult to
predict new restaurant costs after 2002. We may also be able to enter into
alternative financing arrangements for new restaurants that could affect the
amount of capital that we are required to supply for new restaurants.
In the future, we will seek additional equity or debt financing to
provide funds so that we can develop additional restaurants. Such financing may
not be available or may not be available on satisfactory terms. Recently with
the increase in land and restaurant construction costs, we have found that the
amount our lenders are willing to finance does not represent as great a
percentage of the construction expense as it had been in the past, and we are
forced to supply more capital to support each new restaurant we open. If
financing is not available on satisfactory terms, we may be unable to satisfy
our obligations under our franchise agreement or otherwise to expand our
restaurant operations. See "Risk Factors -- We may not be able to comply with
the provision of our franchise agreement which requires us to open and operate
additional restaurants each year." While debt financing will enable us to add
more restaurants than we otherwise would be able to do, debt financing increases
expenses and we must repay the debt regardless of our operating results. Future
equity financings could result in dilution to our shareholders.
WE HAVE SIGNIFICANT BORROWINGS AND ATTENDANT SIGNIFICANT INTEREST EXPENSE
RESULTING IN A CONTINUING NEED FOR ADDITIONAL FINANCING.
We have incurred significant indebtedness in connection with our
building program. As of May 9, 2001, we had long-term debt of approximately
$20.1 million.
Our borrowings are expected to result in interest expense of
approximately $1.78 million in 2001 and $2.13 million in 2002, based on current
and future borrowings under existing FFCA commitments and currently prevailing
interest rates, and assuming the outstanding indebtedness is paid in accordance
with the existing payment schedules without any prepayments or additional
borrowings. We must make these interest payments regardless of our operating
results. Currently, all of our owned restaurants are pledged to secure our debt
obligations. We also may seek additional equity or debt financing in the future
to provide funds to develop or acquire additional restaurants. See "Risk Factors
- - We will need additional funding to pay for the development of additional
restaurants and to remodel existing restaurants."
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WE HAVE A HISTORY OF LOSSES AND MAY HAVE DIFFICULTY SUSTAINING PROFITABILITY IN
THE FUTURE.
We have incurred net losses in the operation of the business, including
net losses of $46,700, $1,982,200 and $709,300 for fiscal years 2000, 1999 and
1998, respectively. During these years, we were paying a royalty rate of 3.0% of
the restaurants' gross sales. This royalty rate is scheduled to increase to 4%
of gross sales beginning on January 1, 2002, which will make it more difficult
for us to operate profitably in the future. Although we intend to open new,
better-performing restaurants, we cannot assure you that earnings will be
positive this year or in the future. Nor can we assure you that if we attain
profitability this year that we be able to sustain profitability in later
periods. If we are unable to attain or sustain profitability, it could adversely
affect our ability to meet certain debt coverage ratios required under our loan
agreements and could impede our ability to raise capital through debt or equity
financing to the extent needed for planned expansion and renovations.
Consequently, future losses may have a material adverse effect on our business,
prospects, financial condition, results of operations and cash flows.
WE FACE RISKS THAT AFFECT THE RESTAURANT INDUSTRY IN GENERAL.
A variety of factors over which we have no control may affect the
ownership and operation of restaurants. These factors include the following:
- adverse changes in national, regional, or local economic or
market conditions;
- increased costs of labor or food products;
- fuel and other price increases;
- competitive factors; the number, density, and location of
competitors;
- changing demographics;
- changing traffic patterns;
- changing consumer tastes, habits, and spending priorities;
- the cost and availability of insurance coverage;
- management problems;
- uninsured losses;
- limited alternative uses for properties and equipment;
- changes in government regulation; and
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- weather conditions.
Third parties may file lawsuits against us based on discrimination,
personal injury, or other claims. As a multi-unit restaurant operator, our
business could be adversely affected by publicity about food quality, illness,
injury, or other health and safety concerns or operating issues at one
restaurant or a limited number of restaurants operated under the same name,
whether or not we actually own the restaurants in question. We cannot predict
any of these factors with any degree of certainty. Any one or more of these
factors could have a material adverse effect on our business.
WE FACE INTENSE COMPETITION THAT AFFECTS OUR ABILITY TO GROW AND EVEN MAINTAIN
SALES.
The restaurant business is highly competitive with respect to price,
service, and food type and quality. Restaurant operators also compete for
attractive restaurant sites and qualified restaurant personnel and managers. Our
restaurants compete with a large number of other restaurants, including national
and regional restaurant chains and franchised restaurant systems, as well as
with locally owned, independent restaurants. Many of our competitors have
greater financial resources, more experience, and longer operating histories
than we have.
WE DEPEND UPON OUR SENIOR MANAGEMENT AND THE LOSS OF ANY MEMBER COULD HAVE AN
ADVERSE EFFECT ON US.
Our success depends, in large part, upon the services of our senior
management. The loss of the services of any members of our senior management
team could have a material and adverse effect on our business.
CHANGES IN VARIOUS FEDERAL, STATE AND LOCAL LAWS OR THEIR INTERPRETATION COULD
AFFECT OUR ABILITY TO CONSTRUCT AND OPEN NEW RESTAURANTS, IMPOSE OBLIGATIONS TO
MAKE CAPITAL EXPENDITURES OR CHANGE OUR OPERATING PROCEDURES OR IMPAIR OUR
ABILITY TO OPERATE PROFITABLY.
Various federal, state, and local laws affect our business. The
development and operation of restaurants depend to a significant extent on the
selection and acquisition of suitable sites. These sites are subject to zoning,
land use, environmental, traffic, and other regulations of state and local
governmental agencies. City ordinances or other regulations, or the application
of such ordinances or regulations, could impair our ability to construct or
acquire restaurants in desired locations and could result in costly delays. In
addition, restaurant operations are subject to
- licensing and regulation by state and local departments
relating to health, sanitation, safety standards, and fire
codes; and
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- federal and state labor laws, including applicable minimum
wage requirements, tip credit provisions, overtime
regulations, workers' compensation insurance rates,
unemployment and other taxes, working and safety conditions,
and citizenship requirements.
The delay or failure to obtain or maintain any licenses or permits
necessary for operations could have a material adverse effect on our business.
In addition, an increase in the minimum wage rate, employee benefit costs, or
other costs associated with employees could adversely affect our business. We
also are subject to the Americans With Disabilities Act of 1990 that, among
other things, may require us to install certain fixtures or accommodations in
new restaurants or to renovate existing restaurants to meet federally mandated
requirements.
OUR FINANCIAL POSITION COULD BE ADVERSELY IMPACTED IF WE ARE REQUIRED TO CHANGE
OUR WORKER'S COMPENSATION ARRANGEMENTS
The Company self-insures against worker's compensation claims and is
required by State of Florida to maintain either a $1,000,000 certificate of
deposit or $1,000,000 letter of credit to secure its obligation. Community Bank
agreed to provide a $1,000,000 letter of credit to satisfy the State of
Florida's requirements, provided that Bisco guaranteed the letter of credit. If
Bisco's financial position suffers an adverse change, Community Bank may require
other assurances and security for the letter of credit. This ties our economic
fate with that of Bisco. If we should be required to replace this arrangement,
the cost to insure our worker's compensation liability, to fund any deductible,
to pay claims in excess of the coverage amount or to maintain a $1,000,000 or
greater certificate of deposit with the State of Florida may hinder our ability
to open new restaurants, to remodel existing restaurants and to provide needed
operating capital and accordingly, would have a material adverse effect on our
business, prospects, financial condition, results of operations and cash flows.
RISKS RELATED TO OUR COMMON STOCK:
THE MARKET PRICE OF OUR COMMON STOCK MAY BE VOLATILE.
Historically, the market price of our common stock has been volatile.
In the future, the market price of our common stock will be subject to
fluctuations as a result of a variety of factors, including the following:
- quarterly variations in our operating results or those of
other restaurant companies;
- changes in national and regional economic conditions, the
financial markets, or the restaurant industry; or
- other developments affecting our business or other restaurant
companies.
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The trading volume of our common stock has been limited, which may
increase the volatility of the market price for our stock. In addition, the
stock market has experienced extreme price and volume fluctuations in recent
years. This volatility has had a significant effect on the market prices of
securities issued by many companies for reasons not necessarily related to the
operating performances of these companies.
WE COULD LOSE OUR LISTING ON THE NASDAQ SMALLCAP MARKET, RESULTING IN LOST
LIQUIDITY, HIGHER TRANSACTION COSTS AND LOWER SHARE PRICES FOR OUR SHAREHOLDERS.
In January 2001, we received notice from Nasdaq that our closing bid
price had declined below $1.00 per share. The letter said that on or before
April 17, 2001, the closing bid price of our common stock must be a minimum of
$1.00 per share for ten consecutive trading days or we would lose our listing.
Our common stock met that requirement, and our listing on the Nasdaq Smallcap
Market continues. When we issue the shares of common stock upon exercise of the
subscription rights, the number of our outstanding shares will increase which
may depress our stock price to levels below $1.00, making us again subject to
possible delisting. If our common stock is delisted from Nasdaq, trading would
then be conducted on the over-the-counter markets in the so-called "pink sheets"
or the National Association of Securities Dealers, Inc.'s "Electronic Bulletin
Board." Consequently, the liquidity of the Company's securities could be
impaired, not only in the number of shares that could be bought and sold, but
also as a result of delays in the timing of the transaction, the reduction in
the amount and quality of the news media's coverage, lower prices for our
securities than might otherwise be obtained, and a larger spread between the bid
and asked price for our securities. Further, if our common stock were to be
delisted from the Nasdaq Smallcap Market, our securities could become subject to
rules imposed upon "penny stocks" which could adversely affect the market
liquidity for our securities.
OUR MANAGEMENT CONTROLS A SIGNIFICANT PORTION OF THE VOTING POWER OF OUR COMMON
STOCK.
Glen F. Ceiley, our principal executive officer and chairman of the
board of directors, currently owns, directly or indirectly approximately 35% of
our outstanding common stock. As a result, Mr. Ceiley will have significant
voting power.
Mr. Ceiley will have significant influence on the outcome of all
matters requiring shareholder approval (including the election and removal of
directors and any merger, consolidation or sale of all or substantially all of
our assets) and significant influence on our management and affairs. That
influence could discourage others from initiating potential merger, takeover or
other change of control transactions. As a result, the market price of our
common stock could be adversely affected.
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WE DO NOT ANTICIPATE THAT WE WILL PAY DIVIDENDS.
We have never paid any dividends on our common stock, and we do not
anticipate that we will pay dividends in the foreseeable future. We intend to
apply any earnings to the operation, expansion and development of our business.
In addition, the terms of our credit facilities limit our ability to pay
dividends on our common stock. Because shareholders will not receive dividend
payments, any gain realized from holding our common stock will be the gain
derived from an increase in the market price of the stock from the price at
which the stock was purchased, rather than any value derived from cash dividend
payments.
RISKS RELATING TO RIGHTS OFFERING:
IF YOU DO NOT EXERCISE ALL OF YOUR SUBSCRIPTION RIGHTS, YOU MAY SUFFER
SIGNIFICANT DILUTION OF YOUR PERCENTAGE OWNERSHIP OF OUR COMMON STOCK.
This rights offering is designed to allow all current shareholders to
purchase additional shares of common stock at the market price of the stock on
the date the rights are offered. The purpose of this structure is to enable us
to raise capital while allowing current shareholders to maintain their relative
proportionate voting and economic interest. To the extent that current
shareholders do not exercise their subscription rights and shares are purchased
by other shareholders in the rights offering, the proportionate voting interest
of the non-exercising shareholders will be reduced, and the percentage that
their original shares represent of our expanded equity after exercise of the
subscription rights will be disproportionately diluted.
THE PRICE OF OUR COMMON STOCK MAY DECLINE BEFORE OR AFTER THE SUBSCRIPTION
RIGHTS EXPIRE.
We cannot assure you that the public trading market price of our common
stock will not decline below the subscription price after you exercise your
subscription rights. If that occurs,
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you will have committed to buy shares of common stock at a price above the
prevailing market price and you will have an immediate unrealized loss.
Moreover, we cannot assure you that following the exercise of subscription
rights you will be able to sell your shares of common stock at a price equal to
or greater than the subscription price. Until certificates are delivered upon
expiration of the rights offering, you may not be able to sell the shares of our
common stock that you purchase in the rights offering. Certificates representing
shares of our common stock purchased will be delivered as soon as practicable
after expiration of the rights offering. We will not pay you interest on funds
delivered to the Subscription Agent pursuant to the exercise of rights.
Furthermore, after the exercise of subscription rights, we will have more shares
outstanding, and the increase in available shares may depress our stock price
below the subscription price.
ONCE YOU EXERCISE YOUR SUBSCRIPTION RIGHTS, YOU MAY NOT REVOKE THE EXERCISE.
Once you exercise your subscription rights, you may not revoke the
exercise, even if less than all of the shares that we are offering are actually
purchased. If we elect to withdraw or terminate the rights offering, we will
have no obligation with respect to the subscription rights except to return,
without interest, any subscription payments.
THE SUBSCRIPTION PRICE IS NOT NECESSARILY AN INDICATION OF THE VALUE OF OUR
COMPANY.
The subscription price does not necessarily bear any relationship to
the book value of our assets, past operations, cash flows, losses, financial
condition or any other established criteria for value. You should not consider
the subscription price as an indication of our present or future value. We have
established the subscription price by looking to the current market price of the
common stock to encourage all shareholders to exercise their subscription rights
and thereby raise capital without diluting the interests of current
shareholders. We have neither sought nor obtained a valuation opinion from an
outside financial consultant or investment banker.
USE OF PROCEEDS
If all shares being offered pursuant to this rights offering are sold,
we estimate that the proceeds to Family Steak Houses of Florida will be
$________ before payment of fees and expenses related to this offering. At a
minimum, we will receive $1,000,000 from Glen F. Ceiley and his company, Bisco.
The net proceeds will be used for working capital purposes to fund the
construction of new restaurants and to remodel five existing restaurants. The
following chart shows the funds needed to construct the two new restaurants and
to remodel five existing restaurants and current sources of necessary funds. To
the extent that the proceeds from the rights offering are not sufficient to
fully
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fund the construction of two restaurants and remodels of five existing
restaurants, we expect that we may delay one or more of the remodeling projects.
Uses of Funds
Estimated cost to construct 2 new restaurants $ 5,400,000
Estimated cost of five remodels 1,000,000
-----------
Net amount needed $ 6,400,000
===========
Sources of Funds Prior to Right Offering
Amounts available from lender for 2 restaurants $ 3,400,000
Cash currently available 800,000
Estimated cash available from operations 1,000,000
-----------
Total funds currently available $ 5,200,000
===========
Shortfall to be covered by rights offering proceeds $ 1,200,000
===========
THE RIGHTS OFFERING
BEFORE EXERCISING YOUR SUBSCRIPTION RIGHTS, YOU SHOULD READ CAREFULLY THE
INFORMATION SET FORTH UNDER "RISK FACTORS" BEGINNING ON PAGE 6.
THE SUBSCRIPTION RIGHTS
We are distributing non-transferable subscription rights to
shareholders who owned shares of our common stock on ______________, 2001, at no
cost to the shareholders. We will give you one (1) subscription right for each
two (2) shares of common stock that you owned on __________, 2001. Each
subscription right will entitle you to purchase one (1) share of common stock
for $______ . If you wish to exercise your subscription rights, you must do so
before 5 P.M., Eastern Time, on _____________, 2001. After that date, the
subscription rights will expire and will no longer be exercisable unless the
offering is extended.
BASIC SUBSCRIPTION PRIVILEGE
Each subscription right will entitle you to receive, upon payment of
$____________ , one (1) share of common stock. You will receive certificates
representing the shares that you purchase pursuant to your basic subscription
privilege as soon as practicable after ______________, 2001, whether you
exercise your subscription rights immediately prior to that date or earlier.
OVER-SUBSCRIPTION PRIVILEGE
Subject to the allocation described below, each subscription right also
grants you an over-subscription privilege to purchase additional shares of
common stock that are not purchased by other shareholders. You are entitled to
exercise your over-subscription privilege only if you
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exercise your basic subscription privilege in full. If you wish to exercise your
over-subscription privilege, you should indicate the number of additional shares
that you would like to purchase in the space provided on your subscription
certificate. When you send in your subscription certificate, you must also send
the full purchase price for the number of additional shares that you have
requested to purchase (in addition to the payment due for shares purchased
through your basic subscription privilege). If the number of shares remaining
after the exercise of all basic subscription privileges is not sufficient to
satisfy all over-subscription privileges, we will allocate the available shares
among shareholders who over-subscribed in proportion to the number of shares
purchased by those over-subscribing shareholders through the basic subscription
privilege. However, if your pro rata allocation exceeds the number of shares you
requested, you will receive only the number of shares that you requested, and
the remaining shares from your pro rata allocation will be divided among other
shareholders exercising their over-subscription privileges who have subscribed
for additional shares in proportion to the number of shares purchased by that
group of over-subscribing shareholders through the basic subscription privilege.
In certain circumstances, however, in order to comply with applicable state
securities laws, we may not be able to honor all over- subscription privileges
even if we have shares available.
PURCHASE COMMITMENTS
As of the date of this Prospectus, Glen F. Ceiley, our principal
executive officer and chairman of our board of directors, and Bisco, a company
owned by Mr. Ceiley, have committed to exercise their basic subscription rights
and over-subscription privilege in the rights offering for up to $1,000,000,
subject to the availability of sufficient shares on an over-subscription basis.
Mr. Ceiley estimates that Bisco will provide approximately 80% of the funds for
the purchase commitment and he personally will provide the remaining 20%.
NO RECOMMENDATION
We are not making any recommendations as to whether or not you should
exercise your subscription rights. You should make your decision based on your
own assessment of your best interests.
EXPIRATION DATE
The rights will expire at 5:00 p.m., Eastern Time, on _____________,
2001, unless we decide to extend the rights offering. If you do not exercise
your subscription rights prior to that time, your subscription rights will be
null and void. We will not be required to issue shares of common stock to you if
we receive your subscription certificate or your payment after that time,
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regardless of when you sent the subscription certificate and payment, unless you
send the documents in compliance with the guaranteed delivery procedures
described below.
WITHDRAWAL RIGHT
Our Board of Directors may withdraw the rights offering in its sole
discretion at any time prior to or on _______________, 2001, for any reason
(including, without limitation, a change in the market price of the common
stock). If we withdraw the rights offering, any funds you paid will be promptly
refunded, without interest or penalty.
DETERMINATION OF SUBSCRIPTION PRICE
The subscription price of the rights was determined by our board of
directors without any independent valuation or appraisal of the value of our
common stock. The subscription price is not necessarily related to the assets,
book value or net worth of our company or any other established criteria of
value and may not be indicative of the fair value of the securities offered. In
determining the subscription price, the Board of Directors considered primarily
the historic and current market price of our common stock on the NASDAQ Smallcap
Market (approximately $_________ per share at ________________, 2001), our
earnings and prospects and the general conditions of the securities markets.
The $__________ per share subscription price should not necessarily be
considered an indication of the actual value of Family Steak Houses of Florida
or of our common stock. We cannot assure you that the market price of the common
stock will not decline during or after the rights offering. We also cannot
assure you that you will be able to sell shares of common stock purchased during
the rights offering at a price equal to or greater than $_________ per share.
NON-TRANSFERABILITY OF SUBSCRIPTION RIGHTS
Both the basic subscription rights and over-subscription rights are
non-transferable and non-assignable. Only you may exercise these rights.
EXERCISE OF SUBSCRIPTION RIGHTS
You may exercise your subscription rights by delivering to us, as the
Subscription Agent on or prior to ____________, 2001;
-- A properly completed and duly executed subscription certificate;
-- Any required signature guarantees; and
-- Payment in full of $_______ per share for the shares of common
stock subscribed for by exercising your basic subscription rights
and, if desired, your over-subscription rights.
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You should deliver your subscription certificate and payment to us at
the address shown under the heading "Subscription Agent." Registered mail or
overnight delivery is recommended. We will not pay you interest on funds
delivered pursuant to the exercise of rights.
METHOD OF PAYMENT
Payment for the shares must be made by check or bank draft (cashier's
check) drawn upon a United States bank or a postal, telegraphic or express money
order payable to the order of Family Steak Houses of Florida, Inc., as
Subscription Agent. Payment for basic subscription rights and over-subscription
rights may also be effected through wire transfer as follows:
Bank Name: First Union National Bank
ABA Routing Number: 063000021
For Credit DDA: 2000004547004
Account Name: Rights Offering
For further credit: Name of wiring bank
ABA Routing Number of wiring bank
Name of registered holder
Registered Holders' Bank Account Number
Payment will be deemed to have been received by us only upon:
(A) clearance of any uncertified check;
(B) receipt by us of any certified check or bank draft drawn upon
a U.S. bank or of any postal, telegraphic or express money
order;
(C) receipt by us of any funds transferred by wire transfer; or
(D) receipt of funds through an alternative payment method
approved by us.
Please note that funds paid by uncertified personal check may take at
least ten business days to clear. Accordingly, if you wish to pay by means of an
uncertified personal check, we urge you to make payment sufficiently in advance
of __________, 2001, to ensure that the payment is received and clears before
that date. We also urge you to consider payment by means of a certified or
cashier's check or money order.
GUARANTEED DELIVERY PROCEDURES
If you want to exercise your subscription rights, but time will not
permit your subscription certificate to reach the Subscription Agent on or prior
to ___________, 2001, you may exercise your subscription rights if you satisfy
the following guaranteed delivery procedures:
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(1) You send, and we receive, payment in full for each share of
common stock being subscribed for through the basic
subscription privilege and the over-subscription privilege, on
or prior to _____________, 2001;
(2) You send, and we receive, on or prior to _______________,
2001, a notice of guaranteed delivery, substantially in the
form provided with the attached instructions, from a member
firm of a registered national securities exchange or a member
of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or
correspondent in the United States. The notice of guaranteed
delivery must state your name, the number of subscription
rights that you hold, the number of shares of common stock
that you wish to purchase pursuant to the basic subscription
privilege and the number of shares, if any, you wish to
purchase pursuant to the over-subscription privilege. The
notice of guaranteed delivery must guarantee the delivery of
your subscription certificate to us within three Nasdaq
Smallcap Market trading days following the date of the notice
of guaranteed delivery; and
(3) You send, and we receive, your properly completed and duly
executed subscription certificate, including any required
signature guarantees, within three Nasdaq Smallcap Market
trading days following the date of your notice of guaranteed
delivery. The notice of guaranteed delivery may be delivered
to us in the same manner as your subscription certificate at
the addresses set forth under the heading "Subscription
Agent," or may be transmitted to us by facsimile transmission.
You can obtain additional copies of the form of notice of
guaranteed delivery by requesting them from us at the address
set forth under the heading "Subscription Agent."
SIGNATURE GUARANTEE
Signatures on the subscription certificate do not need to be guaranteed
if either the subscription certificate provides that the shares of common stock
to be purchased are to be delivered directly to the record owner of such
subscription rights, or the subscription certificate is submitted for the
account of a member firm of a registered national securities exchange or a
member of the National Association of Securities Dealers, Inc., or a commercial
bank or trust company having an office or correspondent in the United States. If
a signature guarantee is required, signatures on the subscription certificate
must be guaranteed by an Eligible Guarantor Institution, as defined in Rule
17Ad-15 of the Securities Exchange Act of 1934, as amended. Eligible Guarantor
Institutions include banks, brokers, dealers, credit unions, national securities
exchanges and savings associations.
SHARES HELD FOR OTHERS
If you are a broker, a trustee or a depository for securities, or you
otherwise hold shares of common stock for the account of a beneficial owner of
common stock, you should notify the beneficial owner of such shares as soon as
possible to obtain instructions with respect to their subscription rights. If
you are a beneficial owner of common stock held by a holder of record,
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such as a broker, trustee or a depository for securities, you should contact the
holder and ask the holder to effect transactions in accordance with your
instructions.
AMBIGUITIES IN EXERCISE OF SUBSCRIPTION RIGHTS
If you do not specify the number of subscription rights being exercised
on your subscription certificate, or if your payment is not sufficient to pay
the total purchase price for all of the shares that you indicated you wished to
purchase, you will be deemed to have exercised the maximum number of
subscription rights that could be exercised for the amount of the payment that
we receive from you. If your payment exceeds the total purchase price for all of
the subscription rights shown on your subscription certificate, your payment
will be applied, until depleted, to subscribe for shares of common stock in the
following order:
(1) to subscribe for the number of shares, if any, that you
indicated on the subscription certificate that you wished to
purchase through your basic subscription privilege;
(2) to subscribe for shares of common stock until your basic
subscription privilege has been fully exercised;
(3) to subscribe for additional shares of common stock pursuant to
the over-subscription privilege (subject to any applicable
proration).
Any excess payment remaining after the foregoing allocation will be
returned to you as soon as practicable by mail, without interest or deduction.
REGULATORY LIMITATION
We will not be required to issue you shares of common stock pursuant to
the rights offering if, in our opinion, you would be required to obtain prior
clearance or approval from any state or federal regulatory authorities to own or
control such shares if, at the time the subscription rights expire, you have not
obtained such clearance or approval.
STATE AND FOREIGN SECURITIES LAWS
The rights offering is not being made in any state or other
jurisdiction in which it is unlawful to do so, nor are we selling or accepting
any offers to purchase any shares of common stock to you if you are a resident
of any such state or other jurisdiction. We may delay the commencement of the
rights offering in certain states or other jurisdictions in order to comply with
the securities law requirements of such states or other jurisdictions. It is not
anticipated that there will be any changes in the terms of the rights offering.
In our sole discretion, we may decline to make modifications to the terms of the
rights offering requested by certain states or other jurisdictions, in which
case shareholders who live in those states or jurisdictions will not be eligible
to participate in the rights offering.
OUR DECISION REGARDING CERTAIN MATTERS BINDING ON YOU
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All questions concerning the timeliness, validity, form and eligibility
of any exercise of subscription rights will be determined by us, and our
determinations will be final and binding. In our sole discretion, we may waive
any defect or irregularity, or permit a defect or irregularity to be corrected
within such time as we may determine, or reject the purported exercise of any
subscription right by reason of any defect or irregularity in such exercise.
Subscriptions will not be deemed to have been received or accepted until all
irregularities have been waived or cured within such time as we determine in our
sole discretion. We will not be under any duty to notify you of any defect or
irregularity in connection with the submission of a subscription certificate or
incur any liability for failure to give such notification.
NO REVOCATION
After you have exercised your basic subscription privilege or
over-subscription privilege, YOU MAY NOT REVOKE THAT EXERCISE. You should not
exercise your subscription rights unless you are certain that you wish to
purchase additional shares of common stock.
SHARES OF COMMON STOCK OUTSTANDING AFTER THE RIGHTS OFFERING
Assuming we issue all of the shares of common stock offered in the
rights offering, approximately _______ shares of common stock will be issued and
outstanding. This would represent approximately a 52% increase in the number of
outstanding shares of common stock. IF YOU DO NOT EXERCISE YOUR BASIC
SUBSCRIPTION RIGHTS, THE PERCENTAGE OF COMMON STOCK THAT YOU HOLD WILL DECREASE
IF SHARES ARE PURCHASED IN THE RIGHTS OFFERING.
FEES AND EXPENSES
We will pay all fees in connection with the processing of subscriptions
and the issuance of shares. You are responsible for paying any other
commissions, fees, taxes or other expenses incurred in connection with the
exercise of the subscription rights.
SUBSCRIPTION AGENT
We are acting as Subscription Agent for the rights offering. Our
address for packages sent by mail or overnight delivery is:
Family Steak Houses of Florida, Inc.
2113 Florida Boulevard
Neptune Beach, Florida 32266
Our telephone number is (904) 249-4197 and our facsimile number is
(904) 249-1466. You should deliver your subscription certificate, payment of the
subscription price and notice of guaranteed delivery (if any) to us.
IMPORTANT
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PLEASE CAREFULLY READ THE INSTRUCTIONS ACCOMPANYING THE SUBSCRIPTION
CERTIFICATE AND FOLLOW THOSE INSTRUCTIONS IN DETAIL. YOU ARE RESPONSIBLE FOR
CHOOSING THE PAYMENT AND DELIVERY METHOD FOR YOUR SUBSCRIPTION CERTIFICATE, AND
YOU BEAR THE RISKS ASSOCIATED WITH SUCH DELIVERY. IF YOU CHOOSE TO DELIVER YOUR
SUBSCRIPTION CERTIFICATE AND PAYMENT BY MAIL, WE RECOMMEND THAT YOU USE
REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED OR OVERNIGHT
DELIVERY THROUGH A REPUTABLE EXPEDITED DELIVERY SERVICE. WE ALSO RECOMMEND THAT
YOU ALLOW A SUFFICIENT NUMBER OF DAYS TO ENSURE DELIVERY TO THE SUBSCRIPTION
AGENT AND CLEARANCE OF PAYMENT PRIOR TO ______________, 2001. BECAUSE
UNCERTIFIED PERSONAL CHECKS MAY TAKE AT LEAST TEN BUSINESS DAYS TO CLEAR, WE
STRONGLY URGE YOU TO PAY, OR ARRANGE FOR PAYMENT, BY MEANS OF CERTIFIED OR
CASHIER'S CHECK OR MONEY ORDER.
IF YOU HAVE QUESTIONS
If you have questions or need assistance concerning the procedure for
exercising subscription rights or if you would like additional copies of this
Prospectus, the instructions, or the Notice of Guaranteed Delivery, you should
contact Edward B. Alexander, Executive Vice President of Family Steak Houses of
Florida, Inc., at:
2113 Florida Boulevard
Neptune Beach, Florida 32266
Telephone: (904) 249-4197
PLAN OF DISTRIBUTION
On or about _____________, 2001, we will distribute the subscription
rights, subscription certificates and copies of this Prospectus to individuals
who owned shares of common stock on ____________, 2001. If you wish to exercise
your subscription rights and purchase shares of common stock, you should
complete the subscription certificate and return it with payment for the shares,
to us, as Subscription Agent, at the address on page 21. If you have any
questions, you should contact Edward B. Alexander at the telephone number and
address on page 22.
We estimate that our total expenses in connection with the rights
offering will be $50,000.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended January 3, 2001 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and has been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
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LEGAL MATTERS
McGuireWoods LLP, Jacksonville, Florida, will pass on the validity of
the issuance of the shares of our common stock offered by this Prospectus for
us.
HOW TO FIND ADDITIONAL INFORMATION
Family Steak Houses of Florida files annual, quarterly and special
reports, proxy statement and other information with the SEC. You may read and
copy this information at the SEC's public reference rooms, which are located at:
450 Fifth Street, N.W.
Washington, D.C. 20549
7 World Trade Center, Suite 1300
New York, NY 10048
500 West Madison Street, Suite 1400
Chicago, IL 60661-2511
Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. This information is also available online through the
SEC's Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"),
located on the SEC's web site (http://www.sec.gov).
Also, we will provide you (free of charge) with any of our documents
filed with the SEC. To get your free copies, please call or write to Family
Steak Houses of Florida at:
2113 Florida Boulevard
Neptune Beach, Florida 32266
Attention: Edward B. Alexander
Telephone: (904) 249-4197
We have filed a Registration Statement with the SEC on Form S-3 with
respect to the rights offering. This Prospectus is a part of the Registration
Statement, but the Prospectus does not repeat important information that you can
find in the Registration Statement, reports and other documents that we have
filed with the SEC. The SEC allows us to "incorporate by reference" those
documents, which means that we can disclose important information to you by
referring you to other documents. The documents that are incorporated by
reference are legally considered to be a part of this Prospectus. The documents
incorporated by reference are:
(1) our Annual Report on Form 10-K for the year ended January 3,
2001;
(2) our Quarterly Report on Form 10-Q for the period ended April
4, 2001;
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(3) the description of our common stock, par value $.01 per share,
contained in our Registration Statement on Form 8-A, as
amended (Registration No. 000-14311), filed with the SEC on
March 19, 1997; and
(4) any filings we make with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934
between the date of this Prospectus and the expiration of the
rights offering.
As you read the above documents, you may find some inconsistencies in
information from one document to another. If you find inconsistencies between
the documents, or between a document and this Prospectus, you should rely on the
statement made in the most recent document.
You should rely only on the information in this Prospectus or
incorporated by reference. We have not authorized anyone to provide you with any
different information. This Prospectus is not an offer to sell nor is it seeking
an offer to buy these securities in any state where the offer or sale is not
permitted.
This Prospectus is not an offer to sell nor is it seeking an offer to
buy securities other than the shares of common stock to be issued pursuant to
the rights offering. The information contained in this Prospectus is correct
only as of the date of this Prospectus, regardless of the time of the delivery
of this Prospectus or any sale of these securities.
No action is being taken in any jurisdiction outside the United States
to permit a public offering of the common stock or possession or distribution of
this Prospectus in any such jurisdiction. Persons who come into possession of
this Prospectus in jurisdictions outside the United States are required to
inform themselves about and to observe any restrictions as to this offering and
the distribution of this Prospectus applicable in that jurisdiction.
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1,250,000 Shares
FAMILY STEAK HOUSES OF FLORIDA, INC.
Common Stock
----------------
PROSPECTUS
----------------
_______________, 2001
You should rely only on information contained in this Prospectus. We
have not authorized anyone to provide you with information different from that
contained in this Prospectus. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, to any person in any jurisdiction
where offers and sales are not permitted. The information contained in this
Prospectus is accurate only as of the date of this Prospectus, regardless of the
time of delivery of this Prospectus or of any sale of our common stock.
No action is being taken in any jurisdiction outside the United States
to permit a public offering of our common stock or possession or distribution of
this Prospectus in that jurisdiction. Persons who come into possession of this
Prospectus in jurisdictions outside the United States are required to inform
themselves about and to observe any restrictions as to this offering and the
distribution of this Prospectus applicable to that jurisdiction.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the fees and expenses incurred by Family
Steak Houses of Florida, Inc. in connection with the issuance and distribution
of the securities being registered.
Securities and Exchange Commission registration fee........................................... $ 332
NASDAQ Smallcap Market additional listing fee ................................................ $12,500
Accountants' fees and expenses*............................................................... $ 7,000
Legal fees and expenses*...................................................................... $20,000
Printing and engraving expenses*.............................................................. $ 5,000
Miscellaneous*................................................................................ $ 5,168
Total Expenses........................................................................... $50,000
*Estimated
Item 15. Indemnification of Directors and Officers
Registrant's Articles of Incorporation and Bylaws provide that
Registrant will indemnify any person who is or was an officer or director of the
Registrant or is or was serving as an officer or director of another entity at
Registrant's request against reasonable expenses and any liability actually paid
in connection with any threatened, pending or completed proceeding. The
indemnification provided for in Registrant's Articles of Incorporation and
Bylaws is expressly in addition to any rights to which the person may be
entitled as a matter of law.
Florida Business Corporation Act. Section 607.0850 of the Florida
Business Corporation Act (the "FBCA") generally permits the Registrant to
indemnify its directors, officers, employees and other agents who are subject to
any third-party actions because of their service to the Registrant if such
persons acted in good faith and in a manner they reasonably believed to be in,
or not opposed to, the best interests of the Registrant. If the proceeding is a
criminal one, such person must also have had no reasonable cause to believe his
conduct was unlawful. In addition, the Registrant may indemnify its directors,
officers, employees or other agents who are subject to derivative actions
against expenses and amounts paid in settlement which do not exceed, in the
judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, if such person acted in good faith
and in a manner such person reasonably believed to be in, or not opposed to, the
best interests of the Registrant. To the extent that a director, officer,
employee or other agent is successful on the merits or otherwise in defense of a
third-party or derivative action, such person will be indemnified against
expenses actually and reasonably incurred in connection therewith. This Section
also permits a corporation further to indemnify such persons by other
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means unless a judgment or other final adjudication establishes that such
person's actions or omissions which were material to the cause of action
constitute (1) a crime (unless such person had reasonable cause to believe his
conduct was lawful or had not reasonable cause to believe it unlawful), (2) a
transaction from which he derived an improper personal benefit, (3) a
transaction in violation of Section 607.0834 of the FBCA (unlawful distributions
to shareholders), or (4) willful misconduct or a conscious disregard for the
best interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.
Furthermore, Section 607.0831 of the FBCA provides, in general, that no
director shall be personally liable for monetary damages to the Registrant or
any other person for any statement, vote, decision, or failure to act, regarding
corporate management or policy, unless: (a) the director breached or failed to
perform his duties as a director; and (b) the director's breach of, or failure
to perform, those duties constitutes (i) a violation of criminal law, unless the
director had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful, (ii) a transaction from
which the director derived an improper personal benefit, either directly or
indirectly, (iii) a circumstance under which the liability provisions of Section
607.0834 of the FBCA are applicable, (iv) in a proceeding by or in the right of
the Registrant to procure a judgment in its favor or by or in the right of a
shareholder, conscious disregard for the best interest of the Registrant, or
willful misconduct, or (v) in a proceeding by or in the right of someone other
than the Registrant or a shareholder, recklessness or an act or omission which
was committed in bad faith or with malicious purpose or in a manner exhibiting
wanton and willful disregard of human rights, safety, or property. The term
"recklessness," as used above, means the action, or omission to act, in
conscious disregard of a risk: (a) known, or so obvious that it should have been
known, to the directors; and (b) known to the director, or so obvious that it
should have been known, to be so great as to make it highly probable that harm
would follow from such action or omission.
In addition to the foregoing, the Registrant carries insurance
permitted by the laws of Florida on behalf of directors, officers, employees or
agents which may cover, among other things, liabilities under the Securities Act
of 1933, as amended.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits. The following is a list of exhibits filed as part of the
Registration Statement.
Exhibit
No. Description
-------- -----------
3.1 Articles of Incorporation of Family Steak Houses of Florida,
Inc. (Exhibit 3.01 to the Company's Registration Statement on
Form S-1, Registration No. 33-1887, is incorporated herein by
reference).
3.2 Amended and Restated Bylaws of Family Steak Houses of Florida,
Inc. (Exhibit 4 to the Company's Form 8-A, filed with the
Commission on March 19, 1997, is incorporated herein by
reference).
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3.3 Articles of Amendment to the Articles of Incorporation of
Family Steak Houses of Florida, Inc. (Exhibit 3.03 to the
Company's Registration Statement on Form S-1, Registration No.
33-1887, is incorporated herein by reference).
3.4 Articles of Amendment to the Articles of Incorporation of
Family Steak Houses of Florida, Inc. (Exhibit 3.04 to the
Company's Registration Statement on Form S-1, Registration No.
33-1887, as incorporated herein by reference).
3.5 Articles of Amendment to the Articles of Incorporation of
Family Steak Houses of Florida, Inc. (Exhibit 3 to the
Company's Form 8-A filed with the Commission on March 19,
1997, is incorporated herein by reference).
3.6 Articles of Amendment to the Articles of Incorporation of
Family Steak Houses of Florida, Inc. (Exhibit 3.08 to the
Company's Annual Report on Form 10-K, filed with the
Commission on March 31, 1998, is incorporated herein by
reference).
3.7 Amendment to Bylaws of Family Steak Houses of Florida, Inc.
(Exhibit 3.08 to the Company's Annual Report on Form 10-K,
filed with the Commission on March 15, 2000, is incorporated
herein by reference).
5.1 Opinion of McGuire Woods LLP.
23.1 Independent Auditors' Consent.
24.1 Power of Attorney (included in the Signature Page contained in
Part II of the Registration Statement).
99.1 Form of Subscription Certificate.
99.2 Instructions on Use of Family Steak Houses of Florida, Inc.
Subscription Certificate.
99.3 Form of Letter to Shareholders.
99.4 Form of Letter to Brokers.
99.5 Notice of Guaranteed Delivery.
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Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by
section 10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement.
provided, however, that paragraphs (i) and (ii) do not apply if the Registration
Statement is on Form S-3, Form S-8 or Form F-3, and information required to be
included in a post-effective amendments is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities that remain unsold at
the termination of the offering.
The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating
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to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes that: (1) For the purposes
of determining any liability under the Securities Act, the information omitted
from the form of prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of the Registration Statement as of the time it was
declared effective and (2) For the purposes of determining any liability under
the Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all requirements for filing on Form S-3 and has duly caused this Amendment No. 1
to Form S-3 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Neptune Beach, State of
Florida on the 6th day of August, 2001.
FAMILY STEAK HOUSES OF FLORIDA, INC.
By: *
-------------------------------------
Glen F. Ceiley, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Form S-3 Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Edward B. Alexander Executive Vice August 6, 2001
- ---------------------------- President, Principal
Edward B. Alexander Financial and
Accounting Officer
* Director August 6, 2001
- ----------------------------
Steven Catanzaro
* Chairman of the Board August 6, 2001
- ----------------------------
Glen F. Ceiley
* Director August 6, 2001
- ----------------------------
Jay Conzen
* Director August 6, 2001
- ----------------------------
William L. Means
*The undersigned, by signing his name hereto, does hereby sign this Amendment
No. 1 on behalf of the directors and officers identified above pursuant to
powers of attorney included on the signature page of the registration statement
filed on June 28, 2001.
By: /s/ Edward B. Alexander
-----------------------
Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit
No. Description
------- -----------
3.1 Articles of Incorporation of Family Steak Houses of Florida,
Inc. (Exhibit 3.01 to the Company's Registration Statement on
Form S-1, Registration No. 33-1887, is incorporated herein by
reference).
3.2 Amended and Restated Bylaws of Family Steak Houses of Florida,
Inc. (Exhibit 4 to the Company's Form 8-A, filed with the
Commission on March 19, 1997, is incorporated herein by
reference).
3.3 Articles of Amendment to the Articles of Incorporation of
Family Steak Houses of Florida, Inc. (Exhibit 3.03 to the
Company's Registration Statement on Form S-1, Registration No.
33-1887, is incorporated herein by reference).
3.4 Articles of Amendment to the Articles of Incorporation of
Family Steak Houses of Florida, Inc. (Exhibit 3.04 to the
Company's Registration Statement on Form S-1, Registration No.
33-1887, as incorporated herein by reference).
3.5 Articles of Amendment to the Articles of Incorporation of
Family Steak Houses of Florida, Inc. (Exhibit 3 to the
Company's Form 8-A filed with the Commission on March 19,
1997, is incorporated herein by reference).
3.6 Articles of Amendment to the Articles of Incorporation of
Family Steak Houses of Florida, Inc. (Exhibit 3.08 to the
Company's Annual Report on Form 10-K, filed with the
Commission on March 31, 1998, is incorporated herein by
reference).
3.7 Amendment to Bylaws of Family Steak Houses of Florida, Inc.
(Exhibit 3.08 to the Company's Annual Report on Form 10-K,
filed with the Commission on March 15, 2000, is incorporated
herein by reference).
5.1 Opinion of McGuire Woods LLP.
23.1 Independent Auditors' Consent.
24.1 Power of Attorney (included in the Signature Page contained in
Part II of the Registration Statement).
99.1 Form of Subscription Certificate.
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99.2 Instructions on Use of Family Steak Houses of Florida, Inc.
Subscription Certificate.
99.3 Form of Letter to Shareholders.
99.4 Form of Letter to Brokers.
99.5 Notice of Guaranteed Delivery.
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