-----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, JVYoEM3dJ15CeJSFXdFFbb646qfTzTUyGs6xtIk45YVhOB374pHkSm1Dvx7viWZR L5yttppyVeLHIQZmrXj/Zw== 0000950134-98-005195.txt : 19980615 0000950134-98-005195.hdr.sgml : 19980615 ACCESSION NUMBER: 0000950134-98-005195 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980528 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980612 SROS: NYSE 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: 8-K SEC ACT: SEC FILE NUMBER: 001-10725 FILM NUMBER: 98646813 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 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 28, 1998 FURR'S/BISHOP'S, INCORPORATED ----------------------------- (Exact name of registrant as specified in charter) Delaware 1-10725 75-2350724 -------------- ------------ ---------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 6901 Quaker Avenue, Lubbock, Texas 79413 ------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (806) 792-7151 -------------- Not applicable ----------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT. On May 28, 1998, Furr's/Bishop's, Incorporated (the "Company") held its Annual Meeting of Stockholders. At the meeting, the stockholders of the Company elected a slate of directors proposed by the Company's largest stockholder, Teachers Insurance and Annuity Association of America ("Teachers"). The elected slate consists of prior Board members Suzanne Hopgood and Gilbert C. Osnos as well as Jacob C. Baum, Ben Evans, Damien W. Kovary, William J. Nightingale and Barry W. Ridings. The Board has appointed Suzanne Hopgood Chairman of the Board. ITEM 5. OTHER EVENTS. On May 29, 1998, Theodore J. Papit resigned as Chief Executive Officer of the Company. The Board has appointed Suzanne Hopgood as interim Chief Executive Officer while the Board conducts a search for a new Chief Executive Officer. The following is biographical information about each Board member: Jacob C. Baum Jacob C. Baum (age 41) has served as Engles, Urso, Follmer President, Chief Executive Officer and Capital Corporation principal stockholder of Canyon Cafes, 3811 Turtle Creek Blvd., Inc. since its formation in 1989 until its Suite 1300 acquisition by Apple South, Inc., a Dallas, Texas 75219 publicly held company, in July 1997. Since the acquisition, Mr. Baum has continued to serve as President of the Canyon Cafes division of Apple South, Inc. until recently when he became Chairman of the Board of this division and joined Engles, Urso, Follmer Capital Corporation, a leveraged buy-out firm, as a principal. In his various positions, Mr. Baum was principally responsible for growing Canyon Cafes to over $50 million in annual sales. At various times, Mr. Baum has also been the owner/president of Sam's Cafe, Hampton's Market, Newport's and Nickel City Grill. 3 Ben Evans Ben Evans (age 68) has served as a consultant 95 Wake Robin Lane to Ernst & Young LLP since 1989 in its Stamford, Connecticut 06903 corporate financial service group. Prior to becoming a consultant with Ernst & Young LLP, Mr. Evans was a partner with Ernst & Young LLP from 1968 to 1989 and worked with many diverse industries, including a heavy concentration in retail. Mr. Evans is a CPA. Mr. Evans has served on the board of directors of Revco D.S., Inc., Jamesway Corporation, Kash 'n Karry Food Stores, Inc. and Megafoods Stores, Inc. Suzanne Hopgood Suzanne Hopgood (age 49) has served as The Hopgood Group President of the Hopgood Group since founding 100 Wells Street, Suite 210 the company in 1985. Such company provides Hartford, Connecticut 06103 consulting, development and brokerage services to hotel investors. Prior to founding the Hopgood Group, she served as Second Vice President at Aetna Realty Investors where she oversaw one-third of the corporation's multi-billion dollar real estate equity portfolio. Before joining Aetna, she was Vice President and Senior Loan Officer of the Lowell Institution for Savings in Lowell, Massachusetts. Ms. Hopgood currently serves on the Board of Directors of the Company and has served since 1996. Ms. Hopgood also serves on the board of directors of the Real Estate Finance Association and the Greater Hartford Arts Council and is a director emerita of the Connecticut Business & Industry Association. Damien W. Kovary Damien W. Kovary (age 43) has served as a Heico Acquisitions Managing Director of Heico Acquisitions, a 152 West 57th Street subsidiary of Heico Companies, LLC, since 55th Floor 1997. Prior to joining Heico Acquisitions, New York, New York 10019 Mr. Kovary was the Managing Director of the Special Loan Unit at Teachers from 1986 to 1997. Before joining Teachers, Mr. Kovary was a Vice President in the Workout Department at Marine Midland Bank from 1982 to 1986. While at Marine Midland Bank, Mr. Kovary also served as President of MarMid Energy Corp. and TOMAR Energy Corp. From 1979 to 1982, Mr. Kovary was an officer in the Workout Department of Chemical Bank. 4 William J. Nightingale William J. Nightingale (age 68) has been a Nightingale & Associates Senior Advisor of Nightingale & Associates, 195 Rowaytan Ave. LLC since founding the company in 1975. Such Rowaytan, Connecticut 08653 company provides general management consulting to clients who sell consumer and industrial products, natural resource and financial and business services. Prior to founding Nightingale & Associates, LLC, he served as President and Chief Executive Officer of the Bali Company, Inc., a manufacturer of women's apparel. Before joining Bali, he was Vice President and Chief Financial Officer of Hanes Corporation. Mr. Nightingale also serves on the board of directors of Kasper A.S.L., Ltd. and Ring's End, Inc., and is a trustee of Churchill Tax-Free Fund of Kentucky, Churchill Cash Reserves Trust and Narragansett Insured Tax-Free Income Fund. Mr. Nightingale is a graduate of Harvard University's Business School. Gilbert C. Osnos Gilbert C. Osnos (age 68) has been Chairman of Osnos and Company, Inc. Osnos & Company since 1992. In 1979 he joined 230 Park Avenue, Suite C-301 the predecessor firm, Grisanti & Galef, and New York, New York 10169 became a partner in 1981. He has served as Interim President/CEO/COO to a large array of companies in manufacturing, distribution, retailing, and service industries. Mr. Osnos was a director of the Turnaround Management Association from 1988 to 1993 and Chairman in 1990 to 1991. He currently serves on the Board of Directors of the Company and has served since 1996. Mr. Osnos also serves on the board of directors of Mrs. Fields Original Cookie Company, Inc. and Dunham's Athleisure, and on the Advisory Committee of Business Executives for National Security in the New York Chapter. Mr. Osnos is a graduate of Harvard University's Business School. 5 Barry W. Ridings Barry W. Ridings (age 46) has been a BT Alex. Brown Incorporated Managing Director of BT Alex. Brown 1290 Avenue of the Americas Incorporated, a major investment banking firm 10th Floor and wholly-owned subsidiary of Bankers Trust New York, New York 10104 Corporation, since 1990. Mr. Ridings manages BT Alex. Brown's Restructuring Group and is active in such firm's mergers and acquisitions and public debt activities. Before joining BT Alex. Brown Incorporated, Mr. Ridings was a Managing Director at Drexel Burnham Lambert. Mr. Ridings serves on the board of directors of Noodle Kidoodle Inc., Norex Industries, Search Capital Group, SubMicron Systems, Telemundo Group, American Stock Exchange and Transcor Waste Services Corp. 6 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FURR'S/BISHOP'S, INCORPORATED By: /s/ ALTON R. SMITH ---------------------------------------- Alton R. Smith, Executive Vice President and Secretary Dated: June 11, 1998 -----END PRIVACY-ENHANCED MESSAGE-----