-----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, HwvU+q7Wt8whTUXC5zuRKZiHGf+V4+jLqsaaeRk/jCPrdANcme2qYW+L/eyCZai5 lmRyhtSFCqusUonmSqG7mg== 0000950134-98-004016.txt : 19980512 0000950134-98-004016.hdr.sgml : 19980512 ACCESSION NUMBER: 0000950134-98-004016 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980511 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: 98615546 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. 4 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. 4)* 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 7, 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. 4 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 7, 1998, the Reporting Person sent a letter to the Company requesting certain information from the Company. A copy of such letter is attached as Exhibit 4 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 4 Letter, dated May 7, 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: May 11, 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 - ------- ----------- 4 Letter, dated May 7, 1998, from the Reporting Person to the Company.
EX-4 2 LETTER DATED MAY 7, 1998 1 EXHIBIT 4 [TIAA Logo] [TIAA Letterhead] May 7, 1998 By Telecopy and Certified Mail Furr's/Bishop's, Incorporated 6901 Quaker Avenue Lubbock, Texas 79433 Attention: Corporate Secretary Re: Demand for Books and Records Dear Sirs: Pursuant to Section 220 of the Delaware General Corporation Law, Teachers Insurance and Annuity Association of America ("Teachers"), as a stockholder of record of common stock of Furr's/Bishop's, Incorporated (the "Company"), being duly sworn hereby deposes on oath and states as follows: 1. Teachers hereby demands the right on May 15, 1998, at 10:00 a.m., at the Company's principal place of business, 6901 Quaker Avenue, Lubbock, Texas, 79413, to inspect the following items contained in this demand for books and records and to make copies or extracts therefrom: a. Minutes of 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. b. Minutes of all meetings of stockholders for the last two years. c. 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. 2 Furr's/Bishop's Incorporated May 7, 1998 Page 2 d. 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 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. e. All employment or similar contracts which have ever existed between any of the persons specified in subparagraph (f) below, including any existing employment agreement or arrangement between the Company and Theodore J. Papit. f. 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. g. Any reports, opinions or appraisals of any of the Company's assets or business or any segment thereof prepared internally or externally during the last two years. h. Any documents prepared during the last two years containing or describing any of the Company's long or short term business plans. i. 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. j. 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. 3 Furr's/Bishop's Incorporated May 7, 1998 Page 3 k. Copies of all director and officer insurance policies. l. 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. m. Copies of any criteria developed by the Board of Directors or any nominating committee for prospective members of the Board of Directors. 2. If any of the foregoing described records or documents are maintained in the form of any information storage device, Teachers hereby further demands that all records or documents so maintained be converted into clearly legible written form prior to examination. 3. To the extent any of the information to be rendered to the undersigned may be defined confidential, the undersigned would request that such information be designated as such. 4. In addition to Teachers acting through its officers or employees, Teachers has authorized Haynes and Boone, LLP, its partners and employees, and any other persons to be designated by them or by the undersigned, acting singly or in combination, to conduct, as agents of Teachers, the inspection and copying herein requested. 5. The inspection of the corporate books and records described in this demand is sought for proper purposes, reasonably related to the interest of Teachers as a shareholder of the Company, including: 4 Furr's/Bishop's Incorporated May 7, 1998 Page 4 a. To determine the value of its shares of the Company; b. To secure information as to the current and historic financial condition of the Company and assess the Company's statements regarding its performance. c. To determine the reason or reasons for the Company's failure to implement and realize performance improvements. d. To investigate and assess the circumstances surrounding the consideration by members of the Board of Directors of (i) any strategic plans for the Company; (ii) any and all alternatives for the Company, including prospective acquirors of the Company; (iii) location of the Company's principal offices; (iv) staffing of management positions; and (v) agreements or transactions with or involving members of the Board of Directors or management. e. To assess the activity and decisions by the Board of Directors in relation to its duties to the Company and the shareholders of the Company. f. To evaluate the proposed nominees for election as directors in connection with the Company's annual meeting on May 28, 1998, or any adjournment thereof, and to communicate with shareholders regarding such election. g. To otherwise ascertain the Company's general condition and state of affairs such that Teachers can exercise its rights as a shareholder intelligently. Please acknowledge receipt of this letter by signing the enclosed copy of this letter in the place indicated below and returning it to the person delivering this letter. Very truly yours, Teachers Insurance and Annuity Association of America By: /s/ CLIFFORD S. HAYE ------------------------- Clifford S. Haye Senior Counsel cc: Kenneth Stewart 5 Furr's/Bishop's Incorporated May 7, 1998 Page 5 On this day personally appeared before me, Clifford S. Haye, personally known to me, and affirmed under oath that he is the senior counsel of Teachers Insurance and Annuity Association and that he executed the foregoing demand on behalf of Teachers Insurance and Annuity Association of America and that the foregoing is true and correct of his own personal knowledge. /s/ Maria A. McHugh - ---------------------------------------- Notary Public Dated: May 7, 1998 MARIA A. MCHUGH Notary Public, State of New York No: 01MC5083440 Qualified in Nassau County Commission Expires Aug. 11, 1999 -----END PRIVACY-ENHANCED MESSAGE-----