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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 transferable right (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 down, 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.
The Subscription Certificate is transferable, and may be combined or divided at
the office of the Company. If the number of transferred Rights would otherwise
allow the purchase of a fractional share, the number of shares which may be
purchased must be rounded down to the nearest whole share (or any lesser number
of whole shares) that may be purchased with that number of Rights.
Rights holders should be aware that if they choose to exercise or transfer only
part of their Rights, they may not receive a new Subscription Certificate in
sufficient time to exercise the remaining Rights evidenced thereby.
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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, or U.S. postal 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 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 aggregate 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
All Subscription Rights Holders who specify special issuance or delivery
instructions must have their signatures guaranteed by an Eligible Institution.
Name:___________________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
Social Sec. #/TAD I.D. #________________________________________________________
________________________________________________________________________________
Signature(s) of Transferee(s)
Signatures Guaranteed by:_______________________________________________________
________________________________________________________________________________
FORM 3
Delivery Instructions: Address for mailing of stock or new Subscription
Certificate in accordance with the Prospectus, if different from the address
shown on the face of this Subscription Certificate.
Name:___________________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
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