<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 1998
REGISTRATION NO. 333-4578
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CAFETERIA OPERATORS, L.P.
(Exact name of registrant as specified in its charter)
--------------------------
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DELAWARE 5812 75-2186655
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
--------------------------
6901 QUAKER AVENUE
LUBBOCK, TEXAS 79413
(806) 792-7151
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
THEODORE J. PAPIT
CAFETERIA OPERATORS, L.P.
6901 QUAKER AVENUE
LUBBOCK, TEXAS 79413
(806) 792-7151
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
With a copy to:
KENNETH L. STEWART, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
2200 ROSS AVENUE, SUITE 2800
DALLAS, TX 75201
(214) 855-8000
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE PUBLIC:
From time to time after this Registration Statement became effective.
If the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ________________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ________________
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] File No. (333-4578)
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
<PAGE> 2
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
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<CAPTION>
EXHIBIT DESCRIPTION
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*3.1 -- Certificate of Amendment to the Certificate of Limited Partnership of Cafeteria
Operators, L.P, dated July 11, 1995.
**3.2 -- Second Amended and Restated Agreement of Limited Partnership of Cafeteria Operators,
L.P. (included as Exhibit I to the Exchange Agreement filed as Exhibit 10.1)
**4.1 -- Amended and Restated Indenture, dated as of November 15, 1995, between Cafeteria
Operators, L.P. and Fleet National Bank of Massachusetts (f/k/a Shawmut Bank, N.A.).
***4.2 -- First Supplemental Indenture, dated as of January 24, 1996, between Cafeteria
Operators, L.P. and Fleet National Bank of Massachusetts (f/k/a Shawmut Bank, N.A.).
*4.3 -- General Security Agreement, dated March 27, 1992, between Cafeteria Operators, L.P.
and Fleet National Bank of Massachusetts (f/k/a Shawmut Bank, N.A.).
*4.4 -- Security Agreement, dated March 27, 1992, between Cafeteria Operators, L.P. and Fleet
National Bank of Massachusetts (f/k/a Shawmut Bank, N.A.).
*4.5 -- Form of Assignment and Security Agreements relating to deposits at Amarillo National
Bank and Carlsbad National Bank, dated March 27, 1992, between Cafeteria Operators,
L.P. and Fleet National Bank of Massachusetts (f/k/a Shawmut Bank, N.A.).
*4.6 -- General Security Agreement, dated March 27, 1992, between Furr's/Bishop's Specialty
Group, L.P. and Fleet National Bank of Massachusetts (f/k/a Shawmut Bank, N.A.).
*4.7 -- Assignment for Security (Trademarks), dated March 27, 1992, by Cafeteria Operators,
L.P., filed with the Patent and Trademark Office.
*4.8 -- Assignment for Security (Trademarks), dated as of December 28, 1995, by Cafeteria
Operators, L.P., filed with the Patent and Trademark Office.
*4.9 -- Assignment for Security (Trademarks), dated as of December 28, 1995, by
Furr's/Bishop's Specialty Group, L.P., filed with the Patent and Trademark Office.
</TABLE>
<PAGE> 3
<TABLE>
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EXHIBIT DESCRIPTION
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*4.10 -- Amended and Restated Security Agreement and Mortgage-Trademarks and Patents, dated as
of December 31, 1995, among Cafeteria Operators, L.P., Furr's/Bishop's Specialty
Group, L.P. and Fleet National Bank of Massachusetts (f/k/a Shawmut Bank, N.A.).
*4.11 -- Special Power of Attorney, dated March 27, 1992, by Cafeteria Operators, L.P.
*4.12 -- Special Power of Attorney, dated as of December 28, 1995, by Cafeteria Operators,
L.P.
*4.13 -- Special Power of Attorney, dated as of December 28, 1995, by Furr's/Bishop's
Specialty Group, L.P.
**4.14 -- Omnibus Agreement dated as of November 15, 1995, among Cafeteria Operators, L.P.,
Furr's/Bishop's Specialty Group, L.P. and Fleet National Bank of Massachusetts (f/k/a
Shawmut Bank, N.A.) (included as Exhibit E to the Exchange Agreement filed as Exhibit
10.1).
*4.15 -- First Amendment to Deed of Trust, dated as of November 15, 1995, between Cafeteria
Operators, L.P. and Fleet National Bank of Massachusetts (f/k/a Shawmut Bank, N.A.)
for premises located at Pima County, Arizona.
*4.16 -- First Amendment to Deed of Trust, dated as of November 15, 1995, between Cafeteria
Operators, L.P. and Fleet National Bank of Massachusetts (f/k/a Shawmut Bank, N.A.)
for premises located at Jefferson County, Colorado.
*4.17 -- First Amendment to Deed of Trust, dated as of November 15, 1995, between Cafeteria
Operators, L.P. and Fleet National Bank of Massachusetts (f/k/a Shawmut Bank, N.A.)
for premises located at Clark County, Nevada.
*4.18 -- First Amendment to Deed of Trust, Security Agreement, Financing Statement, Fixture
Filing and Assignment of Rents and Leases, dated as of November 15, 1995, between
Cafeteria Operators, L.P. and Fleet National Bank of Massachusetts (f/k/a Shawmut
Bank, N.A.) for premises located at San Bernardino County, California.
*4.19 -- First Amendment to Mortgage, Security Agreement and Assignment of Leases and Rents,
dated as of November 15, 1995, between Cafeteria Operators, L.P. and Fleet National
Bank of Massachusetts (f/k/a Shawmut Bank, N.A.) for premises located at Johnson
County, Kansas.
*4.20 -- First Amendment to Deed of Trust, Security Agreement and Assignment of Leases and
Rents, dated as of November 15, 1995, between Cafeteria Operators, L.P. and Fleet
National Bank of Massachusetts (f/k/a Shawmut Bank, N.A.) for premises located at St.
Louis County, Missouri.
</TABLE>
<PAGE> 4
<TABLE>
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EXHIBIT DESCRIPTION
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*4.21 -- First Amendment to New Mexico Deed of Trust, dated as of November 15, 1995, between
Cafeteria Operators, L.P. and Fleet National Bank of Massachusetts (f/k/a Shawmut
Bank, N.A.). for premises located at Bernalillo County, New Mexico.
*4.22 -- First Amendment to Mortgage with Power of Sale, dated as of November 15, 1995,
between Cafeteria Operators, L.P. and Fleet National Bank of Massachusetts (f/k/a
Shawmut Bank, N.A.) for premises located at Tulsa County, Oklahoma.
*4.23 -- First Amendment to Deed of Trust, Security Agreement and Assignment of Leases, dated
as of November 15, 1995, between Cafeteria Operators, L.P. and Fleet National Bank of
Massachusetts (f/k/a Shawmut Bank, N.A.) for premises located at Taylor County,
Texas.
*4.24 -- First Amendment to Deed of Trust, Security Agreement and Assignment of Leases, dated
as of November 15, 1995, between Cafeteria Operators, L.P. and Fleet National Bank of
Massachusetts (f/k/a Shawmut Bank, N.A.) for premises located at Cameron County,
Texas.
*4.25 -- First Amendment to Deed of Trust, Security Agreement and Assignment of Leases, dated
as of November 15, 1995, between Cafeteria Operators, L.P. and Fleet National Bank of
Massachusetts (f/k/a Shawmut Bank, N.A.) for premises located at Dallas County,
Texas.
*4.26 -- First Amendment to Deed of Trust, Security Agreement and Assignment of Leases, dated
as of November 15, 1995, between Cafeteria Operators, L.P. and Fleet National Bank of
Massachusetts (f/k/a Shawmut Bank, N.A.) for premises located at Lubbock County,
Texas.
*4.27 -- First Amendment to Deed of Trust, Security Agreement and Assignment of Leases, dated
as of November 15, 1995, between Cafeteria Operators, L.P. and Fleet National Bank of
Massachusetts (f/k/a Shawmut Bank, N.A.) for premises located at Grayson County,
Texas.
*4.28 -- First Amendment to Deed of Trust, Security Agreement and Assignment of Leases, dated
as of November 15, 1995, between Cafeteria Operators, L.P. and Fleet National Bank of
Massachusetts (f/k/a Shawmut Bank, N.A.) for premises located at Hopkins County,
Texas.
*5.1 -- Opinion of Fulbright & Jaworski L.L.P.
**10.1 -- Exchange Agreement, dated as of November 15, 1995, among Furr's/Bishop's,
Incorporated, Cafeteria Operators, L.P. and holders of 11% Senior Secured Notes.
</TABLE>
<PAGE> 5
<TABLE>
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EXHIBIT DESCRIPTION
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+10.2 -- Consulting and Indemnity Agreement and General Release, dated as of June 7, 1996,
among Kevin E. Lewis, Furr's/Bishop's, Incorporated and Cafeteria Operators, L.P.
++10.3 -- First Amendment to Consulting and Indemnity Agreement and General Release, dated as
of September 17, 1996, among Kevin E. Lewis, Furr's/Bishop's, Incorporated and
Cafeteria Operators, L.P.
10.4 -- General Release, entered into as of December 31, 1997, among Kevin E. Lewis,
Cafeteria Operators, L.P. and Furr's/Bishop's, Incorporated.
+++10.5 -- Master Sublease Agreement, dated as of December 1, 1986, between Kmart Corporation
and Cafeteria Operators, L.P. (as successor in interest to Furr's Cafeterias, Inc.).
++++10.6 -- Amendment, with respect to the Master Sublease Agreement, dated as of December 1,
1993, between Kmart Corporation and Cafeteria Operators, L.P.
10.7 -- Chairman of the Board of Extension Agreement, effective January 1, 1998, among Kevin
E. Lewis, Cafeteria Operators, L.P. and Furr's/Bishop's, Incorporated.
*12.1 -- Statement re Computation of Ratios.
++21.1 -- Subsidiaries of the Registrant.
*23.1 -- Consent of KPMG Peat Marwick LLP, as independent certified public accountants.
*23.2 -- Consent of Deloitte & Touche LLP, as independent certified public accountants.
*23.3 -- Consent of Fulbright & Jaworski L.L.P. (included in their opinion filed as Exhibit
5.1).
*24.1 -- Power of Attorney (included in the Signature Page to this Registration Statement).
*25.1 -- Statement of Eligibility of Trustee.
</TABLE>
(b) Financial Statement Schedules
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SCHEDULE DESCRIPTION PAGE
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*II Consolidated Valuation and Qualifying S-1
Accounts
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<PAGE> 6
* Previously filed.
** Incorporated by reference from Furr's/Bishop's, Incorporated's
Registration Statement on Form S-4, File No. 33- 92236.
*** Incorporated by reference from Furr's/Bishop's, Incorporated's Form
10-K for the year ended January 2, 1996.
+ Incorporated by reference from Furr's/Bishop's, Incorporated's
Registration Statement on Form S-1, File No. 333-4576.
++ Incorporated by reference from Cafeteria Operators, L.P.'s Form 10-K
for the year ended December 31, 1996.
+++ Incorporated by reference from the Registration Statement on Form S-1
of Calvacade Foods, Inc., Furr's Cafeterias, Inc. and Bishop Buffets,
Inc., File No. 33-11842.
++++ Incorporated by reference from Furr's/Bishop's, Incorporated's Form
8-K dated November 15, 1993.
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lubbock, State of Texas, on March 24, 1998.
CAFETERIA OPERATORS, L.P.
By: FURR'S/BISHOP'S, INCORPORATED
By: /s/ Theodore J. Papit
-----------------------------------
Theodore J. Papit
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Theodore J. Papit President, Chief Executive March 24, 1998
------------------------- Officer and Director
Theodore J. Papit
* Chairman of the Board and March 24, 1998
------------------------- Director
Kevin E. Lewis
* Director March 24, 1998
-------------------------
E.W. Williams, Jr.
* Director March 24, 1998
-------------------------
Suzanne Hopgood
* Director March 24, 1998
-------------------------
Gilbert C. Osnos
* Director March 24, 1998
-------------------------
Kenneth R. Reimer
/s/ Alton R. Smith Principal Accounting and March 24, 1998
------------------------- Principal Financial Officer
Alton R. Smith
*By: /s/ Kevin E. Lewis
-----------------------------
Kevin E. Lewis
Attorney-in-Fact
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<PAGE> 8
INDEX TO EXHIBITS
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<CAPTION>
Exhibit
Number Descripton
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<S> <C>
10.4 -- General Release, entered into as of December 31, 1997, among Kevin E. Lewis, Cafeteria Operators, L.P.
and Furr's/Bishop's, Incorporated.
10.7 -- Chairman of the Board of Extension Agreement, effective January 1, 1998, among Kevin E. Lewis,
Cafeteria Operators, L.P. and Furr's/Bishop's, Incorporated.
</TABLE>
<PAGE> 1
EXHIBIT 10.4
GENERAL RELEASE
This General Release (the "Release") is being entered into as of the
31st day of December, 1997, between Kevin E. Lewis ("Lewis"), Cafeteria
Operators, L.P., a Delaware limited partnership (the "Partnership"), and
Furr's/Bishop's, Inc., a Delaware corporation (together with its subsidiaries
and as a general partner of the Partnership, the "Company") in accordance with
and as required by Sections 5(b) and 5(d) of the Consulting and Indemnity
Agreement and General Release (the "Agreement") dated as of the 7th day of
June, 1996. Any capitalized terms used but not defined herein shall have the
definitions ascribed to them in the Agreement.
WHEREAS, Sections 5(b) and 5(d) of the Agreement contemplate the
execution and delivery by each of Lewis and the Company of a release in
substantially the forms as set forth in Sections 3.A. and 3.B. hereof,
respectively;
WHEREAS, Lewis and the Partnership agree that, notwithstanding that
Lewis is not resigning his position as Chairman of the Board as contemplated to
occur by December 31, 1997, by Section 2(b) of the Agreement, the intent of
Section 5(b) and 5(d) of the Agreement is for each of Lewis and the Company to
deliver the releases called for thereby simultaneous with the delivery of the
$100,000 payment due and payable to Lewis on December 31, 1997, pursuant to
Section 4(c) of the Agreement, which payment is to occur and is being made
simultaneously with the execution and delivery of this Release;
WHEREAS, each of the Company and Lewis have determined that it is in
their respective best interest to execute and deliver this Release.
NOW, THEREFORE, in consideration of the above premises and the mutual
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which hereby are acknowledged,
the parties hereto enter into this Release on the terms as set forth below:
1. Consulting Services.
A. Service. The Company hereby acknowledges and agrees
that Lewis has fulfilled his obligations under Section 3. of the Consulting
Agreement.
B. Compensation. Lewis acknowledges and agrees that the
Company has paid to Lewis all payments and other compensation (including
reimbursement of any and all expenses related to any period on or prior to
December 31, 1997) payable to Lewis pursuant to Section 4. of the Consulting
Agreement, including without limitation amounts payable pursuant to Sections
4(b) and 4(c) of the Consulting Agreement, and that Lewis has no further claim
against the Company for or entitlement to any amounts payable to Lewis under
Section 4. of the Consulting Agreement.
C. Kmart Assistance. The Company and Mr. Lewis
acknowledge that the Company did not exercise the Kmart Assistance Request as
contemplated by Section 3(d) of the Agreement and that such right terminates as
of the date hereof. Therefore, the Company and Mr. Lewis acknowledge that
neither party has any of the obligations imposed by, or benefits of, the
exercise of the Kmart Assistance Request including, but not limited to, the
compensation outlined in Section 4(e) of the Agreement.
2. Access to and Return of Materials. Notwithstanding the
provisions of Section 6. of the Consulting Agreement, the Company and Lewis
agree that the reference to December 31, 1997, in Section 6(a) of the
Consulting Agreement shall be deemed to refer to the date hereafter on which
Lewis ceases to serve as a member of the Board of Directors of Furr's.
<PAGE> 2
3. Release.
A. Lewis Release. Lewis does hereby release, discharge
and acquit the Company and its affiliates, parents, subsidiaries, and their
respective officers, directors, employees, agents, representatives, successors,
assigns, in their capacities as such (the "Released Parties"), from any and all
causes of action, claims, demands, debts, liabilities, expenses or costs of
court of any and every character and nature whatsoever, whether or not
previously asserted, whether known or unknown, either in or arising out of the
law of contracts, torts, property rights, statutes or ordinances as to all
wrongful discharge claims, all tort, intentional tort, negligence, employee
benefit claims and contract claims, any claim for attorneys' fees, costs, or
expenses or any claim arising from any federal, state or local civil rights
and/or employment law (including but not limited to, Title VII of the Civil
Rights Act of 1964, the Texas Commission on Human Rights Act, The Age
Discrimination in Employment Act, and the Americans With Disabilities Act)
and/or wages, bonuses, commissions' at law or in equity, arising out of any
matter at any time up to and including the date of execution of this Release;
and any other matter whatsoever, it being the parties' intention that the scope
and breadth of this Release be as broad and extensive as lawfully possible in
order to lay to rest forever any potential controversies concerning any matters
existing or occurring prior to the execution of this Release; provided,
however, that Lewis does not intend by this Release to release, and does not
release, any rights that he may have arising from the express terms of this
Release, under any of the Other Agreements referenced in Section 7(a) of the
Agreement, or, except as provided in Section 1.B. and 1.C. of this Release, the
Agreement.
B. Company Release. The Company, on behalf of itself
and each of its affiliates and, to the extent that it lawfully may bind them,
their respective officers, directors, employees, agents representatives,
successors and assigns, in their capacities as such (the "Releasing Parties"),
do hereby release, discharge and acquit Lewis from any and all causes of
action, claims, demands, debts, liabilities' expenses or costs of court of any
and every character and nature whatsoever, whether or not previously asserted
whether known or unknown, either in or arising out of the law of contracts,
torts, property rights, statutes or ordinances, at law or in equity, arising
out of any matter at any time up to and including the date of execution of this
Release; it being the parties' intention that the scope and breadth of this
Release be as broad and extensive as lawfully possible in order to lay to rest
forever any potential controversies concerning any makers existing or occurring
prior to the execution of this Release; provided, however, that the Company
does not intend by this Release to release, and does not release, any rights
that any Releasing Party may have arising from (i) the express terms of this
Release or, except as provided in Section 1.A. and 1.C. of this Release, the
Agreement, (ii) under any of the Other Agreements referenced in Section 7(a) of
the Agreement, or (iii) any claim or cause of action that the Company or its
affiliates may have that relate to or arise from Lewis' knowingly fraudulent,
dishonest or willful misconduct, or receipt of any personal profit or advantage
that he is not legally entitled to receive
IN WITNESS WHEREOF, the parties have signed this Release effective as
of December 31. 1997.
/s/
--------------------------------------------
Kevin E Lewis
FURR'S/BISHOP'S, INC.
By: /s/ Theodore J. Papit
----------------------------------------
Its: President
----------------------------------------
CAFETERIA OPERATORS, L.P.
Furr's/Bishop's, Inc.,
Its General Partner
By: /s/ Theodore J. Papit
----------------------------------------
Its: President
----------------------------------------
<PAGE> 1
EXHIBIT 10.7
CHAIRMAN OF THE BOARD EXTENSION AGREEMENT
This Chairman of the Board Extension Agreement (the "Agreement") is
entered into effective as of January 1, 1998, between KEVIN E. LEWIS ("Lewis"),
CAFETERIA OPERATORS, L.P., a Delaware limited partnership (the "Partnership),
and FURR'S/BISHOP'S, INCORPORATED, a Delaware corporation ("Furr's," and
together with its subsidiaries and as general partner of the Partnership, the
"Company").
WHEREAS, Lewis currently serves as Chairman of the Board of Furr's and
provides consulting services to the Company, all as contemplated by the
Consulting and Indemnity Agreement and General Release dated June 7, 1996,
between Lewis and the Company (the "Consulting Agreement"); and
WHEREAS, under the Consulting Agreement, Lewis' obligations to
continue to provide consulting services to the Company and Lewis' agreement to
serve as Chairman of the Board of Furr's expires December 31, 1997; and
WHEREAS, effective December 31, 1997, Lewis will cease providing
consulting services to the Company as contemplated by Section 3 of the
Consulting Agreement, but has agreed to continue to serve as Chairman of the
Board of Furr's on and subject to the terms and conditions as set forth in this
Agreement; and
WHEREAS, the parties hereto desire to set forth the terms pursuant to
which Lewis will continue to serve as Chairman of the Board of Furr's and to
clarify certain other matters relating to Lewis' position with the Company.
NOW, THEREFORE, in consideration of the above premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the adequacy and sufficiency of which hereby are acknowledged,
the parties hereto agree as follows:
1. Chairman of The Board. Notwithstanding the terms of the
Consulting Agreement, Lewis agrees to continue to serve the Company by acting
as Chairman of the Board of Furr's and to perform the duties and
responsibilities appurtenant thereto as described in Section 2. of Article III
of the bylaws of Furr's (the "Bylaws"), a copy of which is attached hereto as
Exhibit A, from and after January 1, 1998, until such periods as specified in
Section 2. of this Agreement.
2. Term.
a. Initial Term. Lewis agrees to serve as Chairman of
the Board of Furr's as specified in Section 1. of this Agreement until the
earlier to occur of:
(i) Lewis' removal from the position of Chairman
of the Board of Furr's or the effective date of the election by the Board of
Directors of Furr's of a new Chairman of the Board at any time after January 1,
1998;
(ii) the day immediately preceding the next annual
meeting of stockholders of Furr's (to be held in 1998) if and only if, as of
the close of business on the day immediately preceding the date of such annual
meeting, Lewis has failed to received sufficient votes (as indicated by proxies
delivered to the Company or its agents) to be elected as a member of the Board
of Directors of Furr's at such annual stockholders meeting; or
(iii) May 30, 1998, in the event Furr's next annual
meeting of stockholders shall not have been scheduled to be held on or before
such date.
<PAGE> 2
b. Continuation. Lewis hereby consents to his name being
submitted to the stockholders of Furr's for election as a member of the Board
of Directors of Furr's at the next annual stockholders meeting, provided such
meeting is schedule to take place on or prior to May 30, 1998. In the event
Lewis receives sufficient votes by the stockholders of Furr's to be elected as
a director at such next annual stockholders meeting, Lewis agrees to continue
to serve as Chairman of the Board of Furr's until the earlier to occur of:
(i) Lewis' resignation from the position of
Chairman of the Board on at least 30 days prior written notice delivered to the
Board of Directors of Furr's; or
(ii) Lewis' removal from the position as Chairman
of the Board of Furr's or the effective date of the election by the Board of
Directors of a new Chairman of the Board.
3. Bylaws. Furr's agrees that for so long as Lewis continues to
serve as Chairman of the Board of Furr's, Section 2. of Article III of the
Bylaws (as set forth on Exhibit A attached hereto) shall not be amended or
modified in any way without Lewis' prior written consent.
4. Compensation.
a. From and after January 1, 1998, for each month or
partial month during which Lewis serves as Chairman of the Board of Furr's,
Lewis shall be paid $7,500 cash per month, payable in advance on or before the
1st day of each month, the first such payment being due and payable January 1,
1998.
b. In addition to the compensation provided for in
clause a. above, for so long as Lewis is and continues to serve as a member of
the Board of Directors of Furr's, Lewis shall receive all compensation and
other benefits provided to non-employee members of the Board of Directors of
Furr's for periods from and after January 1, 1998, until such time as Lewis
ceases to serve as a non-employee director of Furr's, all in accordance with
the Company's policies as in effect from time to time.
c. For so long as Lewis continues to serve as Chairman
of the Board of Furr's, the Company will provide office space and reasonable
secretarial support to Lewis in a manner consistent with the office space and
secretarial support provided to current executive officers of the Company.
Such office space and secretarial support shall be provided at the Company's
executive offices.
5. Severability. In the event that any provision of this
Agreement shall be held invalid or illegal for any reason, any illegality or
invalidity shall not affect the remaining parts of this Agreement, but this
Agreement shall be construed and enforced as if the illegal or invalid
provision had never been inserted. Furthermore, in lieu of such invalid or
illegal provision, there shall be added to this Agreement a provision as
similar as possible to such invalid or illegal provision as shall be valid,
legal and enforceable under then applicable law.
6. Governing Law; Venue. This Agreement shall be governed and
construed in accordance with the laws of the State of Texas. In the event that
any judicial proceedings are instituted concerning the interpretation or
enforcement of this Agreement, exclusive venue over such proceedings shall be
vested in the courts sitting in Lubbock County, Texas.
7. Agreement Not a Retention Contract. This Agreement is not a
retention contract. It does not give Lewis any right to serve as a director of
Furr's or any affiliate of Furr's or as Chairman of the Board of Furr's.
<PAGE> 3
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date set forth below, to be effective as of January 1, 1998.
12/12/97 /s/ Kevin E. Lewis
-------- ---------------------------------------
Date Kevin E. Lewis
FURR'S/BISHOP'S, INCORPORATED
12/12/97 By:/s/ Theodore J. Papit
-------- ------------------------------------
Date Name:Theodore J. Papit
----------------------------------
Title:President
---------------------------------
CAFETERIA OPERATORS, L.P.
By: FURR'S/BISHOP'S, INCORPORATED,
its general partner
12/12/97 By:/s/ Theodore J. Papit
-------- ------------------------------------
Date Name:Theodore J. Papit
----------------------------------
Title:President
---------------------------------
<PAGE> 4
EXHIBIT A
Section 2. Chairman of the Board of Directors. The Board of
Directors at its first meeting held after each Annual Meeting of Stockholders
or from time to time may elect a Chairman of the Board of Directors, who must
be a director. The Chairman of the Board of Directors, if there be one, shall
preside at all meetings of the stockholders and of the Board of Directors and
shall perform such other duties and may exercise such other powers as from time
to time may be assigned to him by these By-Laws or by the Board of Directors.
The Chairman of the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors, and shall serve as
Chairman of the Board of Directors until his successor is chosen and qualifies
or until his earlier resignation or removal. Notwithstanding the foregoing,
the Chairman of the Board of Directors shall not be deemed an officer of the
Corporation solely because of his position as Chairman of the Board of
Directors. If the Chairman of the Board of Directors is not also an officer or
otherwise an employee of the Corporation, he shall have no duties to the
Corporation other than his duties as a member of the Board of Directors and as
Chairman of the Board of Directors.
