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EXHIBIT 99.2
INSTRUCTIONS FOR USE OF FAMILY STEAK HOUSES OF FLORIDA, INC.
SUBSCRIPTION CERTIFICATE
The following instructions relate to a rights offering (the "Rights
Offering") by Family Steak Houses of Florida, Inc., a Florida corporation, to
the holders of its common stock, par value $.01 per share ("Common Stock"), as
described in Family Steak Houses of Florida, Inc.'s Prospectus dated
_________________, 2001 (the "Prospectus"). Holders of record of Common Stock at
the close of business on ____________ , 2001 (the "Record Date") will receive a
non-transferable subscription right (the "Subscription Rights") to purchase one
share of Common Stock for each two shares of Common Stock held by them as of the
close of business on the Record Date. Subscription Rights exercisable to
purchase an aggregate of 1,250,000 shares of the Common Stock of Family Steak
Houses of Florida, Inc. are being distributed in connection with the Rights
Offering. Each Subscription Right is exercisable, upon payment of $_________ in
cash (the "Subscription Price"), to purchase one share of Common Stock (the
"Basic Subscription Privilege"). In addition, subject to the allocation
described below, each Subscription Right also carries the right to subscribe at
the Subscription Price for additional shares of Common Stock (the
"Over-Subscription Privilege") (to the extent available, and subject to
proration). See "The Rights Offering" in the Prospectus.
The Subscription Rights will expire at 5:00 p.m., Eastern Time, on
____________, 2001 (as it may be extended, the "Expiration Date").
The number of Subscription Rights to which you are entitled is printed
on the face of your Subscription Certificate. You should indicate your wishes
with regard to the exercise of your Subscription Rights by completing the
appropriate section on the back of your Subscription Certificate and returning
the Subscription Certificate to the Subscription Agent in the envelope provided.
YOUR SUBSCRIPTION CERTIFICATE MUST BE RECEIVED BY THE SUBSCRIPTION AGENT, OR
GUARANTEED DELIVERY REQUIREMENTS WITH RESPECT TO YOUR SUBSCRIPTION CERTIFICATES
MUST BE COMPLIED WITH, ON OR BEFORE THE EXPIRATION DATE. PAYMENT OF THE
SUBSCRIPTION PRICE OF ALL SUBSCRIPTION RIGHTS EXERCISED, INCLUDING
OVER-SUBSCRIPTION SHARES, INCLUDING FINAL CLEARANCE OF ANY CHECKS, MUST BE
RECEIVED BY THE SUBSCRIPTION AGENT ON OR BEFORE THE EXPIRATION DATE. ONCE A
HOLDER OF SUBSCRIPTION RIGHTS HAS EXERCISED THE BASIC SUBSCRIPTION PRIVILEGE
AND/OR THE OVER-SUBSCRIPTION PRIVILEGE, SUCH EXERCISE MAY NOT BE REVOKED.
1. SUBSCRIPTION PRIVILEGES. To exercise Subscription Rights,
complete your Subscription Certificate and send your properly completed and
executed Subscription Certificate,
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together with payment in full of the Subscription Price for each share of Common
Stock subscribed for pursuant to the Basic Subscription Privilege and the
Over-Subscription Privilege, to the Subscription Agent. Delivery of the
Subscription Certificate must be made by mail or by overnight delivery.
FACSIMILE DELIVERY OF THE SUBSCRIPTION CERTIFICATE WILL NOT CONSTITUTE VALID
DELIVERY. We recommend delivery by registered mail or overnight delivery. All
payments must be made in United States dollars by (i) check or bank draft drawn
upon a United States bank or postal, telegraphic or express money order payable
to Family Steak Houses of Florida, Inc., as Subscription Agent; or (ii) wire
transfer of immediately available funds to Family Steak Houses of Florida, Inc.,
as Subscription Agent.
ACCEPTANCE OF PAYMENTS. Payments will be deemed to have been received
by the Subscription Agent only upon the (a) clearance of any uncertified check,
or (b) receipt by the Subscription Agent of any certified check or bank draft
drawn upon a United States bank or postal, telegraphic or express money order or
funds transferred through a wire transfer. IF PAYING BY UNCERTIFIED PERSONAL
CHECK, PLEASE NOTE THAT THE FUNDS PAID THEREBY MAY TAKE AT LEAST TEN BUSINESS
DAYS TO CLEAR. ACCORDINGLY, HOLDERS OF SUBSCRIPTION RIGHTS WHO WISH TO PAY THE
SUBSCRIPTION PRICE BY MEANS OF UNCERTIFIED PERSONAL CHECK ARE URGED TO MAKE
PAYMENT SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO ENSURE THAT SUCH
PAYMENT IS RECEIVED AND CLEARS BY SUCH DATE. YOU ARE URGED TO CONSIDER PAYMENT
BY MEANS OF CERTIFIED OR CASHIER'S CHECK OR MONEY ORDER.
PROCEDURES FOR GUARANTEED DELIVERY. You may cause a written guarantee
substantially in the form available from the Subscription Agent (the "Notice of
Guaranteed Delivery") 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, to be received by the Subscription Agent on or prior to the
Expiration Date guaranteeing delivery of your properly completed and executed
Subscription Certificate within three Nasdaq Smallcap Market ("NSM") trading
days following the date of the Notice of Guaranteed Delivery. If this procedure
is followed, your Subscription Certificates must be received by the Subscription
Agent within three NSM trading days of the Notice of Guaranteed Delivery.
Additional copies of the Notice of Guaranteed Delivery may be obtained upon
request from the Subscription Agent at the address, or by calling the telephone
number, indicated below. Banks, brokers and other nominee holders of
Subscription Rights who exercise the Basic Subscription Privilege and the
Over-Subscription Privilege on behalf of beneficial owners of Subscription
Rights will be required to certify to the Subscription Agent as to the aggregate
number of Subscription Rights that have been exercised, and the number of shares
of Common Stock that are being subscribed for pursuant to the Over-Subscription
Privilege, by each beneficial owner of Subscription Rights (including such
nominee itself) on whose behalf such nominee holder is acting. In the event such
certification is not delivered in respect of a Subscription Certificate, the
Subscription Agent shall for all purposes (including for purposes of any
allocation in connection with the Over-Subscription Privilege) be entitled to
assume that such certificate is exercised on behalf of a single beneficial
owner. If the number of shares remaining after the exercise of all Basic
Subscription Privileges is not sufficient to satisfy all Over-Subscription
Privileges, holders will be allocated shares pro rata (subject to elimination of
fractional shares), in proportion to the number of shares purchased by those
over-subscribing shareholders through the Basic Subscription Privilege.
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CONTACTING THE SUBSCRIPTION AGENT. The address and facsimile numbers of the
Subscription Agent are as follows:
By Mail (Registered Mail is By Facsimile Transmission: By Hand or Overnight
recommended): Delivery:
Family Steak Houses of (904) 249-1466 Family Steak Houses of
Florida, Inc. Florida, Inc.
2113 Florida Boulevard 2113 Florida Boulevard
Neptune Beach, FL 32266 Neptune Beach, FL 32266
PARTIAL EXERCISES; EFFECT OF OVER-AND UNDERPAYMENTS. If you exercise
less than all of the Subscription Rights evidenced by your Subscription
Certificate, the Subscription Agent will, upon your request, issue to you a new
Subscription Certificate evidencing the unexercised Subscription Rights.
However, if you choose to have a new Subscription Certificate sent to you, you
may not receive any such new Subscription Certificate in sufficient time to
permit exercise of the Subscription Rights evidenced thereby. If you have not
indicated the number of Subscription Rights being exercised, or if the dollar
amount you have forwarded is not sufficient to purchase (or exceeds the amount
necessary to purchase) the number of shares subscribed for, you will be deemed
to have exercised the Basic Subscription Privilege with respect to the maximum
number of whole Subscription Rights which may be exercised for the Subscription
Price payment delivered by you. To the extent that the Subscription Price
payment delivered by you exceeds the product of the Subscription Price
multiplied by the number of Subscription Rights evidenced by the Subscription
Certificates delivered by you (such excess being the "Subscription Excess"), you
will be deemed to have exercised your Over-Subscription Privilege 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.
2. DELIVERY OF STOCK CERTIFICATES, ETC. The following deliveries
and payments to you will be made to the address shown on the face of your
Subscription Certificate unless you provide instructions to the contrary on the
back of your Subscription Certificate.
(a) BASIC SUBSCRIPTION PRIVILEGE. As soon as practicable
after the valid exercise of Subscription Rights and the Expiration
Date, the Subscription Agent will mail to each exercising Subscription
Rights holder certificates representing shares of Common Stock
purchased pursuant to the Basic Subscription Privilege.
(b) OVER-SUBSCRIPTION PRIVILEGE. As soon as practicable
after the Expiration Date and after all prorations and adjustments
contemplated by the terms of the Rights Offering have been effected and
taking into account any delays or extensions in closing the
over-subscription purchases, the Subscription Agent will mail to each
Subscription Rights holder who validly exercises the Over- Subscription
Privilege the number of shares allocated to such Subscription Rights
holder pursuant to the Over-Subscription Privilege. See "The Rights
Offering" in the Prospectus.
(c) EXCESS PAYMENTS. As soon as practicable after the
Expiration Date and after all prorations and adjustments contemplated
by the terms of the Rights Offering have been effected, the
Subscription Agent will mail to each Subscription Rights holder who
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exercises the Over-Subscription Privilege any excess funds received
(without interest or deduction) in payment of the Subscription Price
for shares that are subscribed for but not allocated to such
Subscription Rights holder pursuant to the Over-Subscription Privilege.
3. EXECUTION.
(a) EXECUTION BY REGISTERED HOLDER. The signature on the
Subscription Certificate must correspond with the name of the
registered holder exactly as it appears on the face of the Subscription
Certificate without any alteration or change whatsoever. Persons who
sign the Subscription Certificate in a representative or other
fiduciary capacity must indicate their capacity when signing and,
unless waived by the Subscription Agent in its sole and absolute
discretion, must present to the Subscription Agent satisfactory
evidence of their authority so to act.
(b) EXECUTION BY PERSON OTHER THAN REGISTERED HOLDER. If
the Subscription Certificate is executed by a person other than the
holder named on the face of the Subscription Certificate, proper
evidence of authority of the person executing the Subscription
Certificate must accompany the same unless the Subscription Agent, in
its discretion, dispenses with proof of authority.
(c) SIGNATURE GUARANTEES. Your signature must be
guaranteed by an Eligible Guarantor Institution if you wish a new
Subscription Certificate or Certificates to be issued in a name other
than that in which the old Subscription Certificate was issued, or if
you specify special payment or delivery instructions.
4. METHOD OF DELIVERY. The method of delivery of Subscription
Certificates and payment of the Subscription Price to the Subscription Agent
will be at the election and risk of the Subscription Rights holder. If sent by
mail, it is recommended that they be sent by registered mail, properly insured,
with return receipt requested, or by overnight delivery using a reputable
expedited delivery service and that a sufficient number of days be allowed to
ensure delivery to the Subscription Agent prior to the Expiration Date.