-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NfZTC6lSHz27u4PXL+hkKQ5VupN6Q+O734kt7j1vhSWluqW9ZS+RJn0BNkH2tMoS UQy4wS+VPvEJNzomZ7Ac+w== 0000950134-98-003570.txt : 19980428 0000950134-98-003570.hdr.sgml : 19980428 ACCESSION NUMBER: 0000950134-98-003570 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980427 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FURRS BISHOPS INC CENTRAL INDEX KEY: 0000872548 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 752350724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41576 FILM NUMBER: 98601980 BUSINESS ADDRESS: STREET 1: 6901 QUAKER AVE CITY: LUBBOCK STATE: TX ZIP: 79413 BUSINESS PHONE: 8067927151 MAIL ADDRESS: STREET 1: 6901 QUAKER AVE CITY: LUBBOCK STATE: TX ZIP: 79413 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TEACHERS INSURANCE & ANNUITY ASSOCIATION OF AMERICA CENTRAL INDEX KEY: 0000315038 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 131624203 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 730 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124909000 MAIL ADDRESS: STREET 1: 730 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* FURR'S/BISHOP'S, INCORPORATED - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 361115 40 5 -------------------------------------- (CUSIP Number) Clifford S. Haye Teachers Insurance and Annuity Association of America 730 Third Avenue New York, NY 10017 (212) 916-4247 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 22, 1998 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP NO. 361115 40 5 PAGE 2 OF 4 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Teachers Insurance and Annuity Association of America I.R.S No. 13-1624203 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* none: not applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 8,607,637 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 8,607,637 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,607,637 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IC - -------------------------------------------------------------------------------- 3 Page 3 of 4 Pages This Amendment No. 2 amends and supplements the Statement on Schedule 13D (the "Schedule 13D") relating to the shares of common stock, par value $.01 per share (the "Shares"), of Furr's/Bishop's, Incorporated, a Delaware corporation (the "Company"), previously filed by Teachers Insurance and Annuity Association of America, a New York corporation (the "Reporting Person"). Capitalized terms used herein and not defined in this Amendment have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. Item 4 is hereby amended, in pertinent part, to add the following information and update the prior information: "Item 4. Purpose of Transaction On April 22, 1998, the Reporting Person sent a letter to the Company requesting certain information from the Company. A copy of the letter sent to the Company is filed herewith as Exhibit 2 and is incorporated by reference. On April 22, 1998, the Reporting Person met with certain of the Company's officers and members of the Company's current Board of Directors to discuss the Company and the Reporting Person's April 14, 1998 letter to the members of its Board of Directors. The Reporting Person may continue to engage in communications with one or more of the Company's officers or members of the Company's current Board of Directors or their advisors regarding the Company, including, without limitation, its operations. The Reporting Person has also had discussions with certain other stockholders regarding the matters discussed in the April 14, 1998 letter. In accordance with applicable law, the Reporting Person may continue to engage in communications with one or more of the Company's stockholders regarding the proposed reconstitution of the Board of Directors and the Company's need to consider all alternatives to maximize stockholder value." Item 7 is hereby amended to add the following information: "Item 7. Material to be Filed as Exhibits 4 Page 4 of 5 Pages Exhibit 2 Letter, dated April 22, 1998, from the Reporting Person to the Company."
5 Page 5 of 5 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to the undersigned is true, complete and correct. Dated: April 27, 1998 Teachers Insurance and Annuity Association of America By: /s/ Clifford S. Haye -------------------------------- Name: Clifford S. Haye Title: Senior Counsel 6 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 2 Letter dated April 22, 1998 from the Reporting Person to the Company.
EX-2 2 LETTER DATED ARPIL 22, 1998 1 EXHIBIT 2 [TEACHERS INSURANCE AND ANNUITY ASSOCIATION LETTERHEAD] April 22, 1998 VIA FACSIMILE AND CERTIFIED MAIL RETURN RECEIPT NO. Furr's/Bishop's, Incorporated 6901 Quaker Avenue Lubbock, Texas 79413 Attention: Corporate Secretary Re: Demand for Stock List and Books and Records Dear Sirs: Pursuant to Section 220 of the Delaware General Corporation Law, as holders of record of common stock of Furr's/Bishop's, Incorporated (the "Company"), the undersigned hereby affirms under penalty of perjury that the facts contained herein are true and correct and hereby demands the right on April 29, 1998, at 10:00 a.m., at the Company's office, to inspect the following items contained in the books and records and to make copies or extracts therefrom: 1. A complete record or list of stockholders of the Company, certified by its transfer agent, and a computer disk in a specified word processing format containing the same list, in each case showing the name and address (including the zip code) of each stockholder and the number of shares of stock registered in the name of each stockholder, as of a recent date and, to the extent now or subsequently available, as of the record date, for the Company's next annual meeting of stockholders. 2. All transfer sheets in the possession of the Company or its transfer agent showing changes in the list of stockholders of the Company referred to above since the date of that list and all participant listings of any depositary or nominee since the date of that list. 3. All information in the Company's possession or control or which can reasonably be obtained from any central certificate depository system, as of the date of the list referred to above, concerning the number and identity of the actual beneficial owners of the Company common stock, including a breakdown of any holdings 2 Furr's/Bishop's, Incorporated April 22, 1998 Page 2 in the name of Cede & Co. and other similar nominees, including depositories, banks and brokers. 4. All omnibus proxies signed by depositories and nominees relating to shares of common stock to be voted. 5. Minutes of the meetings of the Company's Board of Directors or any committee of the Board of Directors, including the Nominating Committee (or any reports in lieu of minutes) for the last two years, along with any written plans or proposals (including any strategic plans) submitted to the Board of Directors, any members hereof or any committee thereof. 6. Minutes of all meetings of stockholders for the last two years. 7. All engagement letters or other agreements entered into by the Company with any investment banker, investment banking firm or any other individual or entity performing similar functions, including, without limitation, Oppenheimer & Co., Inc., and any other agreements, proposals or understandings with respect to the services to be performed and any written proposals received with respect thereto, including any status reports with respect to activities undertaken. 8. All documents, reports or proposals (including reports prepared for submission to the Board of Directors by any investment banker, investment banking firms or any other individual or entity performing similar functions) relating to any proposed or contemplated (i) equity investment in the Company, (ii) acquisition of the Company or any assets thereof, (iii) financing arrangements for the Company, and (iv) disposition or liquidation of the Company, including a list of all persons involved, directly or indirectly, in such transactions. 9. All employment or similar contracts which have ever existed between any of the persons specified in number 10 below, including any existing employment agreement or arrangement between the Company and Theodore J. Papit. 10. A list of the Company's executive officers and directors for each of the last two years, together with a schedule of all direct and indirect compensation or other benefits and prerequisites, including car allowances, club memberships and reimbursements paid to or on behalf of such persons. 11. Any reports, opinions or appraisals of any of the 3 Furr's/Bishop's, Incorporated April 22, 1998 Page 3 Company's assets or business or any segment thereof prepared internally or externally during the last two years. 12. Any documents prepared during the last two years containing or describing any of the Company's long or short term business plans. 13. Any proposals or inquiries (whether formal or informal) received by the Company or any member of the Board of Directors with respect to the equity investment in the Company or purchase of any of its businesses or assets during the last two years. 14. Any document setting forth the terms or describing any transaction, or series of similar transactions, during the last two years, or any currently proposed transaction or series of similar transactions, to which the Company or any of its subsidiaries was or is a party, in which the amount involved exceeds $5,000 and in which any director or officer of the Company had, or will have, a direct or indirect interest. 15. Copies of all director and officer insurance policies. 16. Any bylaw amendments adopted since the date the Company's bylaws were filed with the Securities and Exchange Commission as an exhibit to the Company's Post-Effective Amendment No. 3 to Form S-3. 17. Copies of any criteria developed by the Board of Directors or any nominating committee for prospective members of the Board of Directors. The undersigned further requests that the Company confirm that the record date for the next annual meeting of the stockholders (the "Annual Meeting") is April 22, 1998, and that the date for the Annual Meeting is May 28, 1998. Please also advise the undersigned as to the number of directors to be elected at the Annual Meeting and the names and addresses of any nominees or proposed nominees for these directorships and provide a list of all other matters to be acted on at the Annual Meeting. The undersigned will bear the reasonable costs incurred in connection with the inspection and with the production of the requested information. The purpose of this demand for the information is to permit the undersigned to communicate with other stockholders of the Company on matters relating to their interest as stockholders, including possibly soliciting proxies from the stockholders to be -----END PRIVACY-ENHANCED MESSAGE-----