-----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, EiyGGQ7x1wJ+OkvdIbtSAw+H3STkhJyQnCMvdr8JQM+VyuqOSm5ozisZ3zY4LGHt MaqEtPuCvNusRdugNy/mCw== 0000950134-98-004766.txt : 19980528 0000950134-98-004766.hdr.sgml : 19980528 ACCESSION NUMBER: 0000950134-98-004766 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980527 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: 98632294 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. 6 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. 6)* 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) May 21, 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. 6 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 May 21, 1998, the Reporting Person filed definitive soliciting material with the Securities and Exchange Commission. A copy of such definitive soliciting material is attached as Exhibit 6 hereto and incorporated herein by this reference. On May 22, 1998, the Reporting Person filed revised definitive soliciting material with the Securities and Exchange Commission. A copy of such definitive soliciting material is attached as Exhibit 7 hereto and incorporated herein by this reference. 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 6 Definitive Soliciting Material filed with the Securities and Exchange Commission by the Reporting Person on May 21, 1998. Exhibit 7 Definitive Soliciting Material filed with the Securities and Exchange Commission by the Reporting Person on May 22, 1998.
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: May 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 - ------- ----------- 6 Definitive Soliciting Material filed with the Securities and Exchange Commission by the Reporting Person on May 21, 1998. 7 Definitive Soliciting Material filed with the Securities and Exchange Commission by the Reporting Person on May 22, 1998.
EX-6 2 DEFINITIVE SOLICITING MATERIALS 1 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(C) or Section 240.14a-12 FURR'S/BISHOP'S, INCORPORATED (Name of Registrant as Specified In Its Charter) TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [x] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------ 2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: ------------------------------------------------------------------ 4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------ 5) Total fee paid: ------------------------------------------------------------------ [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ----------------------------------------- 2) Form, Schedule or Registration Statement No.: ------------------- 3) Filing Party: --------------------------------------------------- 4) Date Filed: ----------------------------------------------------- 2 TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA 730 THIRD AVENUE NEW YORK, NEW YORK 10017 ANNUAL MEETING -- MAY 28, 1998 PLEASE VOTE YOUR BLUE PROXY CARD TODAY May 21, 1998 DEAR FELLOW STOCKHOLDER OF FURR'S/BISHOP'S, INCORPORATED: Many thanks to those of you who have expressed overwhelming support for Teachers Insurance and Annuity Association of America ("Teachers"). By now you should have received Teachers' proxy materials. We are seeking to (i) elect seven independent nominees to the Board of Directors of Furr's/Bishop's, Incorporated (the "Company") and (ii) decrease the size of the Board of Directors from nine to seven members. As the Company's largest stockholder (owning 8,607,637 shares of the Company's Common Stock or 17.7%), Teachers' investment has been significantly hurt by the Company's performance under the leadership of a majority of the Company's nominees over the past two years. Teachers, and its fellow stockholders have watched the Company's stock price significantly decline during this period to an all time low shortly before the filing of Teachers' Schedule 13D. Teachers believes there is something fundamentally wrong at the Company and that the Company has been operated for far too long for the benefit of a few rather than all the stockholders. The reason for Teachers' solicitation is simple -- Teachers believes that new direction is needed at the Company to maximize stockholder value, AND IS NEEDED NOW. The Teachers Nominees are committed to: o Taking back control of the Company for the benefit of all the stockholders. o A Board independent of Teachers and independent of current management that will proactively consider all alternatives available to maximize stockholder value. o Putting in place a complete, talented and functioning senior management team. o Increasing financial performance of the Company and a resulting increase in the Company's stock price. o Effective and consistent communication with stockholders. o Effective leadership of the Company, which will provide direction and guidance in the implementation of well-developed strategic plans. On May 20, 1998, a majority of the current Board caused a letter to be sent to stockholders in the Company's name, which is far more a work of fiction than one of fact. The following is a sampling of the places where the Company's letter departs from the facts: o According to the Company, Teachers "wants to auction the Company in a fire sale." The fact is that Teachers' seven independent nominees desire to maximize stockholder value by considering all alternatives available to the Company -- the point is to work on multiple options. 3 o According to the Company, its "strategy . . . has already shown significant results." The fact is that no significant or sustained improvement in operating results has been demonstrated, remodelings have been few and far between (considering the overall 100-plus store base) and while remodelings initially do well, as new customers come in to see the changes, the more important question is whether the improvements are sustained over the long-term. o Mr. Papit now threatens to leave the Company without a Chief Executive Officer if the Teachers Nominees are elected. The fact is that Teachers has never asked Mr. Papit to leave as CEO. This is not the first time that Mr. Papit has threatened to leave. Given this new statement by Mr. Papit, it is for the new Board of Directors to determine whether management continuity may best be achieved through new direction. As to Mr. Papit's financial arrangements should he voluntarily decide to leave, it will also be up to the new Board to consider the propriety of paying these amounts as well as the vesting stock options at $.75 per share. At the time these provisions were approved to provide benefits to him upon a change in control, a change was already foreseeable because of Teachers' public filings. o According to the Company, Teachers is making a "Saturday Night Special," a supposed last-minute effort to seize control of the Company. The fact is that Teachers has been concerned about the Company and its investment for a long period of time, has voiced its concerns to management on numerous occasions, has attempted to arrive at a solution. Teachers' filing of a Schedule 13D indicating the possibility of a proxy contest was made more than two months ago, on March 6, 1998. PLEASE VOTE TODAY FOR THE FOLLOWING SEVEN NOMINEES LISTED IN TEACHERS' MAY 18, 1998 PROXY STATEMENT: Jacob C. Baum, Ben Evans, Suzanne Hopgood, Damien W. Kovary, William J. Nightingale, Gilbert C. Osnos and Barry W. Ridings PLEASE ALSO VOTE FOR THE BYLAW PROPOSAL DECREASING THE SIZE OF THE COMPANY'S BOARD OF DIRECTORS FROM NINE TO SEVEN MEMBERS. If you have any questions or need assistance in voting your shares please contact Beacon Hill Partners, Inc., Teachers' proxy solicitors, at 1-800-755-5001. Very truly yours, TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA - -------------------------------------------------------------------------------- TIME IS SHORT. PLEASE TURN IN YOUR BLUE PROXY CARD IMMEDIATELY IN THE ENCLOSED OVERNIGHT RETURN ENVELOPE. - -------------------------------------------------------------------------------- EX-7 3 DEFINITIVE SOLICITING MATERIALS 1 TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA 730 THIRD AVENUE NEW YORK, NEW YORK 10017 ANNUAL MEETING -- MAY 28, 1998 PLEASE VOTE YOUR BLUE PROXY CARD TODAY May 21, 1998 DEAR FELLOW STOCKHOLDER OF FURR'S/BISHOP'S, INCORPORATED: Many thanks to those of you who have expressed support for Teachers Insurance and Annuity Association of America ("Teachers"). By now you should have received Teachers' proxy materials. We are seeking to (i) elect seven independent nominees to the Board of Directors of Furr's/Bishop's, Incorporated (the "Company") and (ii) decrease the size of the Board of Directors from nine to seven members. As the Company's largest stockholder (owning 8,607,637 shares of the Company's Common Stock or 17.7%), Teachers' investment has been significantly hurt by the Company's performance under the leadership of a majority of the Company's nominees over the past two years. Teachers, and its fellow stockholders have watched the Company's stock price significantly decline during this period to an all time low shortly before the filing of Teachers' Schedule 13D. Teachers believes there is something fundamentally wrong at the Company and that the Company has been operated for far too long for the benefit of a few rather than all the stockholders. The reason for Teachers' solicitation is simple -- Teachers believes that new direction is needed at the Company to maximize stockholder value, AND IS NEEDED NOW. The Teachers Nominees are committed to: o Taking back control of the Company for the benefit of all the stockholders. o A Board independent of Teachers and independent of current management that will proactively consider all alternatives available to maximize stockholder value. o Putting in place a complete, talented and functioning senior management team. o Increasing financial performance of the Company and a resulting increase in the Company's stock price. o Effective and consistent communication with stockholders. o Effective leadership of the Company, which will provide direction and guidance in the implementation of well-developed strategic plans. On May 20, 1998, a majority of the current Board caused a letter to be sent to stockholders in the Company's name, which Teachers believes is not completely factual. The following is a sampling of the places where the Company's letter departs from the facts: o According to the Company, Teachers "wants to auction the Company in a fire sale." The fact is that Teachers' seven independent nominees desire to maximize stockholder value by considering all alternatives available to the Company -- the point is to work on multiple options. 2 o According to the Company, its "strategy . . . has already shown significant results." The fact is that no significant or sustained improvement in operating results has been demonstrated, remodelings have been few and far between (considering the overall 100-plus store base) and while remodelings initially do well, as new customers come in to see the changes, the more important question is whether the improvements are sustained over the long-term. o Mr. Papit now threatens to leave the Company without a Chief Executive Officer if the Teachers Nominees are elected. The fact is that Teachers has never asked Mr. Papit to leave as CEO. This is not the first time that Mr. Papit has threatened to leave. Given this new statement by Mr. Papit, it is for the new Board of Directors to determine whether management continuity may best be achieved through new direction. As to Mr. Papit's financial arrangements should he voluntarily decide to leave, it will also be up to the new Board to consider the enforceability of paying amounts owed under his current employment agreement as well as the vesting stock options at $.75 per share given that a change of control was already foreseeable. At the time these provisions were approved to provide benefits to him upon a change in control, this change was already foreseeable because of Teachers' public filings. o According to the Company, Teachers is making a "Saturday Night Special," a supposed last-minute effort to seize control of the Company. The fact is that Teachers has been concerned about the Company and its investment for a long period of time, has voiced its concerns to management on numerous occasions, has attempted to arrive at a solution. Teachers' filing of a Schedule 13D indicating the possibility of a proxy contest was made more than two months ago, on March 6, 1998. PLEASE VOTE TODAY FOR THE FOLLOWING SEVEN NOMINEES LISTED IN TEACHERS' MAY 18, 1998 PROXY STATEMENT: Jacob C. Baum, Ben Evans, Suzanne Hopgood, Damien W. Kovary, William J. Nightingale, Gilbert C. Osnos and Barry W. Ridings PLEASE ALSO VOTE FOR THE BYLAW PROPOSAL DECREASING THE SIZE OF THE COMPANY'S BOARD OF DIRECTORS FROM NINE TO SEVEN MEMBERS. If you have any questions or need assistance in voting your shares please contact Beacon Hill Partners, Inc., Teachers' proxy solicitors, at 1-800-755-5001. Very truly yours, TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA - -------------------------------------------------------------------------------- TIME IS SHORT. PLEASE TURN IN YOUR BLUE PROXY CARD IMMEDIATELY IN THE ENCLOSED OVERNIGHT RETURN ENVELOPE. - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----