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EXHIBIT 99.1
SUBSCRIPTION CERTIFICATE
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Subscription Certificate Number CUSIP Number
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Shares Eligible to Subscribe Rights Record Date Shares
Family Steak Houses of Florida, Inc.
Subscription Certificate for Rights Offering
for Holders of Record on ____________, 2001
Family Steak Houses of Florida, Inc. (the "Company") is conducting a rights
offering (the "Rights Offering") which entitles the holders of shares of the
Company's common stock (the "Common Stock"), as of the close of business on
_____________________, 2001 (the "Record Date") to receive one nontransferable
right (each, a "Right") for every two (2) shares of Common Stock held of record
on the Record Date. Holders of Rights are entitled to subscribe for and purchase
one share of Common Stock for each Right (the "Basic Subscription Right") at a
subscription price of $_______ per share. If any shares of Common Stock are not
purchased by holders of Rights pursuant to the Basic Subscription Right (the
"Excess Shares"), any holder purchasing all of the shares of Common Stock
available to that holder may purchase an additional number of the Excess Shares,
if so specified in the subscription documents, subject to proration. No
fractional shares or cash in lieu thereof will be issued or paid. Set forth
above is the number of shares of Common stock held by such holder, and the
number of whole shares to which each holder is entitled to subscribe pursuant to
the Basic Subscription Right (rounded up, if applicable, to the nearest whole
share).
For a more complete description of the terms and conditions of the Rights
Offering, please refer to the Prospectus dated ________________, 2001 (the
"Prospectus"), which is incorporated herein by reference. Copies of the
Prospectus are available upon request from the Company.
This Subscription Certificate (or Notice of Guaranteed Delivery) must be
received by the Company together with payment in full of the subscription price
by 5:00 p.m. Eastern time, on ____________________, 2001 (unless extended in the
sole discretion of the Company) (as it may be extended, the "Expiration Date").
Any Rights not exercised prior to the Expiration Date will be null and void. Any
subscription for shares of Common Stock in the Rights Offering made hereby is
irrevocable.
The Rights represented by this Subscription Certificate may be exercised by duly
completing Form 1. This form is set forth on the reverse hereof. Rights holders
are advised to review the Prospectus and instructions, copies of which are
available from the Company, before exercising or selling their Rights.
SUBSCRIPTION PRICE: $____________ PER SHARE
The registered owner whose name is inscribed hereon, or its assigns, is entitled
to subscribe for shares of Common Stock of the Company upon the terms and
subject to the conditions set forth in the Prospectus and the instructions
relating to the use hereof.
Rights holders should be aware that if they choose to exercise only part of
their Rights, they may not receive a new Subscription Certificate in sufficient
time to exercise the remaining Rights evidenced thereby.
2
FORM 1
Exercise and Subscription: The undersigned hereby irrevocably exercises one or
more Rights to subscribe for shares of Common Stock as indicated below, on the
terms and subject to the conditions specified in the Prospectus, receipt of
which is hereby acknowledged.
(a) number of whole shares subscribed for pursuant to the Basic
Subscription Right ________________ x $____________ =
$__________________ payment.
(b) Number of whole shares subscribed for pursuant to the Over-subscription
Right ________________ x $____________ = $__________________ payment.
(c) Total Subscription (sum of payment amounts on lines (a) and (b)) =
$_________ payment.
METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOX(ES)):
[ ] Check, bank draft drawn on a U.S. bank, or U.S. postal, telegraphic
or express money order payable to "Family Steak Houses of Florida,
Inc., as Subscription Agent" or
[ ] Wire transfer directed to ________________________________________.
(d) If the Rights being exercised pursuant to the Basic Subscription Right
do not constitute all of the Rights represented by the Subscription
Certificate (check only one):
[ ] Deliver to the undersigned a new Subscription Certificate
evidencing the remaining Rights to which the undersigned is entitled.
[ ] Deliver a new Subscription Certificate in accordance with the
undersigned's Form 2 instructions (which include any required signature
guarantees).
[ ] Do not deliver any new Subscription Certificates to me.
(e) [ ] Check here if Rights are being exercised pursuant to the Notice of
Guaranteed Delivery delivered to the Subscription Agent prior to the
date hereof and complete the following:
Name(s) of Registered Holder(s) _____________________________________
Window Ticket Number (if any) _______________________________________
Date of Execution of Notice of Guaranteed Delivery __________________
Name of Institution Which Guaranteed Delivery________________________
*If the aggregate Subscription Price enclosed or transmitted is not sufficient
to purchase the total number of shares included in lines (a) and (b), or if the
number of shares being subscribed for is not specified, the Rights holder
exercising this Subscription Certificate shall be deemed to have subscribed for
the maximum amount of shares that could be subscribed for upon payment of such
amount. If the number of shares to be subscribed for pursuant to the
Over-subscription Right is not specified and the amount enclosed or transmitted
exceeds the purchase price for the Basic Subscription Price for all shares
represented by this Subscription Certificate (the "Subscription Excess"), the
Rights holder exercising this Subscription Certificate shall be deemed to have
exercised the Over-subscription Right to purchase, to the extent available, that
number of whole shares of Common Stock equal to the quotient obtained by
dividing the Subscription Excess by the Subscription Price, subject to proration
as described in the Prospectus. To the extent any portion of the aggregate
Subscription Price enclosed or transmitted remains after the foregoing
procedures, such funds shall be mailed to the subscriber without interest if the
aggregate Subscription Price is tendered in immediately available funds, as
described in the Prospectus, and without deduction as soon as practicable.
Subscriber's Signature Telephone No. ( )
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FORM 2 FORM 3
All Subscription Rights Holders who specify special issuance or Delivery Instructions: Address for mailing of stock or new
delivery instructions must have their signatures guaranteed by Subscription Certificate in accordance with the Prospectus,
an Eligible Guarantor Institution. if different from the address shown on the face of this
Subscription Certificate.
Name: Name:
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Address: Address:
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Social Sec. #/TAD I.D. #
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Signature(s) of Transferee(s)
Signatures Guaranteed by:
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