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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
FURR'S/BISHOP'S, INCORPORATED
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
361115405
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(CUSIP Number)
June 19, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed: [X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 6 Pages
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SCHEDULE 13G
CUSIP No. - 361115405 Page 2 of 6 Pages
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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5 SOLE VOTING POWER
NUMBER OF
8,607,637
SHARES -------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING
8,607,637
PERSON ------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH
None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,607,637
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.7%
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12 TYPE OF REPORTING PERSON
1C
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Page 3 of 6 Pages
Item 1(a) Name of Issuer:
Furr's/Bishop's, Incorporated
Item 1(b) Address of Issuer's Principal Executive Offices:
6901 Quaker Avenue
Lubbock, Texas 79413
Item 2(a) Name of Person Filing:
Teachers Insurance and Annuity Association of America
Item 2(b) Address of Principal Business Office:
730 Third Avenue
New York, New York 10017
Item 2(c) Citizenship:
New York
Item 2(d) Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e) CUSIP Number:
361115405
Item 3 Status of Person Filing:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c);
(c) [X] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with section 240.13d- 1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with section 240.13d- 1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
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Page 4 of 6 Pages
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to section 240.13d-1(c), check
this box. [ ]
Item 4 Ownership:
(a) Amount Beneficially Owned: 8,607,637
(b) Percent of Class: 17.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 8,607,637
(ii) shared power to vote or to direct the vote: None
(iii) sole power to dispose or to direct the disposition of: 8,607,637
(iv) shared power to dispose or to direct the disposition of: None
Item 5 Ownership of 5% or Less of a Class:
Not applicable
Item 6 Ownership of More than 5% on Behalf of Another Person:
Not applicable
Item 7 Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on By The Parent Holding Company:
Not applicable
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Page 5 of 6 Pages
Item 8 Identification and Classification of Members of the Group:
Not applicable
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 19, 1998
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF
AMERICA
By: /s/ CLIFFORD S. HAYE
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Name: Clifford S. Haye
Title: Senior Counsel
