-----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, NRqlhWFIJ17BCuaxj7+xZLNL5m/sRFOCHXKgW+EOR2I1WIJ5i0sMd8GnBunpvFOM Q0YWUXL7ZMLlnqIg4SlI4Q== 0000950134-98-004692.txt : 19980525 0000950134-98-004692.hdr.sgml : 19980525 ACCESSION NUMBER: 0000950134-98-004692 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980522 SROS: NONE FILER: 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: DEFA14A SEC ACT: SEC FILE NUMBER: 001-10725 FILM NUMBER: 98630681 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 DEFA14A 1 ADDITIONAL MATERIALS PROXY STATEMENT 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. -----END PRIVACY-ENHANCED MESSAGE-----