FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CAFETERIA OPERATORS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 75-2186655
(State of incorporation or organization) (I.R.S. Employer Identification No.)
6901 Quaker Avenue, Lubbock, Texas 79413
(Address of principal executive officers) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A(c), please check the following box. [x]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
Form S-3
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
12% Senior Secured New York Stock Exchange
Notes due December 31, 2001
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant's Securities to be Registered.
The material set forth in the section captioned "Description of the Notes" in
the Registrant's Form S-3 Registration Statement (Registration No. 333-4578),
filed with the Securities and Exchange Commission on September 29, 1998, is
incorporated herein by reference.
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Item 2. Exhibits.
* 1. Certificate of Amendment to the Certificate of Limited Partnership of
Cafeteria Operators, L.P. dated July 11, 1995.
* 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)
** 3. Amended and Restated Indenture, dated as of November 15, 1995, by and
between Cafeteria Operators, L.P. and Fleet National Bank of
Massachusetts (f/k/a Shawmut Bank, N.A.).
*** 4. First Supplemental Indenture dated as of January 24, 1996 by and
between Cafeteria Operators, L.P. and Fleet National Bank of
Massachusetts (f/k/a Shawmut Bank, N.A.)
* 5. General Security Agreement date March 27, 1992 by and between Cafeteria
Operators, L.P. and Shawmut Bank, N.A.
* 6. Security Agreement dated March 27, 1992 by and between Cafeteria
Operators, L.P. and Shawmut Bank, N.A.
* 7. Form of Assignment and Security Agreement relating to deposits at
Amarillo National Bank and Carlsbad National Bank dated March 27, 1992
by and between Cafeteria Operators, L.P. and Shawmut Bank, N.A.
* 8. General Security Agreement dated March 27, 1992 by and between
Furr's/Bishop's Specialty Group, L.P. and Shawmut Bank, N.A.
* 9. Assignment for Security (Trademarks) dated March 27, 1992 by Cafeteria
Operators, L.P. filed with the Patent and Trademark Office.
* 10. Assignment for Security (Trademarks) dated as of December 28, 1995 by
Cafeteria Operators, L.P. filed with the Patent and Trademark Office.
* 11. 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.
* 12. Amended and Restated Security Agreement and Mortgage-Trademarks and
Patents dated as of December 31, 1995 by and 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.).
* 13. Special Power of Attorney dated March 27, 1992 by Cafeteria Operators,
L.P.
* 14. Special Power of Attorney dated as of December 28, 1995 by Cafeteria
Operators, L.P.
* 15. Special Power of Attorney dated as of December 28, 1995 by
Furr's/Bishop's Specialty Group, L.P.
<PAGE>
** 16. Omnibus Agreement dated November 15, 1996 by and 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).
* 17. First Amendment to Deed of Trust, dated as of November 15, 1995 by and
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.
* 18. First Amendment to Deed of Trust dated as of November 15, 1995 by and
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.
* 19. First Amendment to Deed of Trust, dated as of November 15, 1995 by and
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.
* 20. First Amendment to Deed of Trust, Security Agreement, Financing
Statement, Fixture Filing and Assignment of Rents and Leases, dated as
of November 15, 1995 by and 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.
* 21. First Amendment to Mortgage, Security Agreement and Assignment of Lease
and Rents, dated as of November 15, 1995 by and 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.
* 22. First Amendment to Deed of Trust, Security Agreement and Assignment of
Leases and Rents, dated as of November 15, 1995 by and 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.
* 23. First Amendment to New Mexico Deed of Trust, of November 15, 1995 by
and between Cafeteria Operators, L.P., and Fleet National Bank of
Massachusetts (f/k/a Shawmut Bank, N.A.) for premises located at
Bernadillo County, New Mexico.
* 24. First Amendment to Mortgage with Power of Sale, dated of November 15,
1995 by and 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.
* 25. First Amendment to Deed of Trust, Security Agreement and Assignment of
Leases, dated as of November 15, 1995 by and between Cafeteria
Operators, L.P., and Fleet National Bank of Massachusetts (f/k/a
Shawmut Bank, N.A.) premises located at Taylor County, Texas.
* 26. First Amendment to Deed of Trust, Security Agreement and Assignment of
Leases, dated as of November 15, 1995 by and 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.
<PAGE>
* 27. First Amendment to Deed of Trust, Security Agreement and Assignment of
Leases, dated as of November 15, 1995 by and 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.
* 28. First Amendment to Deed of Trust, Security Agreement and Assignment of
Leases, dated as of November 15, 1995 by and 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.
* 29. First Amendment to Deed of Trust, Security Agreement and Assignment of
Leases, dated as of November 15, 1995 by and 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.
* 30. First Amendment to Deed of Trust, Security Agreement and Assignment of
Leases, dated as of November 15, 1995 by and 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.
________________________
* Incorporated by reference from Cafeteria Operators, L.P. Registration
Statement on Form S-1, File No. 333-4578.
** Incorporated by reference from Furr's/Bishop's, Incorporated Registration
Statement on Form S-4, File No. 33-38978.
*** Incorporated by reference from Furr's/Bishop's, Incorporated Form 10-K for
the year ended January 2, 1996.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized, on this 21st
day of October, 1998.
CAFETERIA OPERATORS, L.P.
By: FURR'S/BISHOP'S, INCORPORATED
By: /s/ Alton R. Smith
------------------------
Executive Vice President
and Secretary
