<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
FURR'S/BISHOP'S, INCORPORATED
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
361115 40 5
--------------------------------------
(CUSIP Number)
Clifford S. Haye
Teachers Insurance and Annuity
Association of America
730 Third Avenue
New York, NY 10017
(212) 916-4247
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 14, 1998
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
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SCHEDULE 13D
CUSIP NO. 361115 40 5 PAGE 2 OF 4 PAGES
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
none: not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
NUMBER OF
SHARES 8,607,637
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
8,607,637
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,607,637
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
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14 TYPE OF REPORTING PERSON*
IC
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<PAGE> 3
Page 3 of 4 Pages
This Amendment No. 1 amends and supplements the Schedule 13D dated March 6,
1998 (the "Schedule 13D") relating to the shares of common stock, par value $.01
per share (the "Shares"), of Furr's/Bishop's, Incorporated, a Delaware
corporation (the "Company"), previously filed by Teachers Insurance and Annuity
Association of America, a New York corporation (the "Reporting Person").
Capitalized terms used herein and not defined in this Amendment have the
meanings set forth in the Schedule 13D.
Except as specifically provided herein, this Amendment does not modify any of
the information previously reported on the Schedule 13D.
Item 4 is hereby amended, in pertinent part, to add the following information
and update the prior information:
"Item 4. Purpose of Transaction
On April 14, 1998, the Reporting Person sent a letter to the members of the
Board of Directors of the Company asking that the Company's Board of Directors
be restructured. A copy of the letter sent to the Board of Directors of the
Company is filed herewith as Exhibit 1 and is incorporated by reference.
As stated in such letter, the Reporting Person has monitored the Company's
performance and, specifically, the performance by its Board of Directors as
currently constituted. The unfortunate product of that review is that the
Reporting Person is dissatisfied with the actions of the Board to maximize the
value for all stockholders. As a result, the Reporting Person does not have full
confidence as to the Board's willingness and ability to act effectively,
cooperatively, and in a way necessary to accomplish this goal. The Reporting
Person believes that a reconstitution of the Board of Directors would instill
such confidence and that the following persons (the "Nominees") would act for
such improvement:
Damien W. Kovary
Barry W. Ridings
Suzanne Hopgood
William J. Nightingale
Gilbert C. Osnos
The Reporting Person reserves the right to add additional nominees as
subsequently may be appropriate.
In the event that the Board of Directors does not nominate the Nominees
as management's slate of directors at the next annual meeting of stockholders,
the Reporting Person intends to file proxy solicitation materials with the
Securities and Exchange Commission in connection with its nominations and to
solicit proxies to elect the Nominees as directors at the next annual meeting of
stockholders of the Company or otherwise take action, in accordance with
applicable law, that could result in implementation of this new Board
composition. This Schedule 13D does not constitute a solicitation of a proxy,
consent or authorization for or with respect to the Company's 1998 annual
meeting of stockholders, any special meeting of stockholders or otherwise.
Each of the Nominees has agreed to serve as a member of the Board of
Directors of the Company. Two of these individuals are currently directors of
the Company. Barry W. Ridings is a Managing Director of BT Alex. Brown
Incorporated, a major investment banking firm and wholly-owned subsidiary of
Bankers Trust Corporation. William J. Nightingale is a Senior Advisor of
Nightingale & Associates, LLC, a general management consulting firm. Damien W.
Kovary is a Managing Director of Heico Acquisitions, a subsidiary of Heico
Companies, LLC.
To the extent other indemnity is not available, the Reporting Person has
agreed to indemnify each of the Nominees against any and all expenses and
liabilities to which each of the Nominees may become subject under any
applicable law or otherwise relating to serving as a nominee for director as
proposed by the Reporting Person.
In accordance with applicable law, the Reporting Person may engage in
communications with one or more of the Company's stockholders regarding the
proposed reconstitution of the Board of Directors and the Company's need to
consider all alternatives to maximize stockholder value. The Reporting Person
also has engaged, and may continue to engage, in communications with one or more
of the Company's officers or members of the Company's current Board of Directors
regarding the Company, including, without limitation, its operations."
Item 7 is hereby amended to add the following information:
"Item 7. Material to be Filed as Exhibits
<PAGE> 4
Page 4 of 5 Pages
Exhibit 1 Letter, dated April 14, 1998, from the Reporting Person to
the Company."
<PAGE> 5
Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement with respect to the
undersigned is true, complete and correct.
Dated: April 15, 1998
Teachers Insurance and Annuity
Association of America
By: /s/ Clifford S. Haye
--------------------------------
Name: Clifford S. Haye
Title: Senior Counsel
<PAGE> 6
[TEACHERS LETTERHEAD]
To the Members of the Board of Directors of Furr's/Bishop's, Inc. (the
"Company"):
As you are aware, Teachers Insurance and Annuity Association of America
("Teachers") currently owns approximately 17.7 percent of the shares of Common
Stock of the Company. Teachers has monitored the Company's performance and,
specifically, the performance by its Board of Directors as currently
constituted. The unfortunate product of that review is that Teachers is
dissatisfied with the actions of the Board to maximize the value for all
stockholders. As a result, Teachers does not have full confidence as to the
Board's willingness and ability to act effectively, cooperatively, and in a way
necessary to accomplish this goal.
Based on these beliefs, Teachers has reached the decision that the Company
would benefit from a change in direction and a change in composition of the
current Board of Directors of the Company. Accordingly, Teachers requests that
the Board of Directors of the Company be restructured to be composed of the
following individuals:
Damien W. Kovary
Barry W. Ridings
Suzanne Hopgood
William J. Nightingale
Gilbert C. Osnos
As you are aware, two of these individuals currently serve as members of the
Board, and Teachers believes that these individuals will provide continuity and
experience with the Company and as a Board member. Teachers believes that the
other individuals will add new approaches and energies to the Company's Board of
Directors and that each is highly qualified to serve in this capacity. Teachers
has confidence in the pledge that each has undertaken to work together for the
benefit
<PAGE> 7
of the Company and in the best interests of its stockholders. For your
information, enclosed are biographies for each nominee who is not a current
Board member. Teachers reserves the right to add additional nominees, as
subsequently may be appropriate.
It is Teachers' belief that this new Board composition will benefit the
management of the Company and will act effectively and harmoniously together,
and with the stockholders of the Company. Teachers believes that other
stockholders of the Company will favor this recomposition of and new direction
by the Board. Further, Teachers believes that it is in the best interests of the
Company that this transition be accomplished in an orderly way and with minimum
disruption to the Company. It is Teachers' hope that the current Board members
will support the proposed new slate in a manner consistent with the trust that
the Company's stockholders have provided them. We believe such support is
consistent with the desire of the Company's stockholders and the exercise by the
Board of its fiduciary duties.
In order to effectuate the foregoing, Teachers would request that these
individuals be nominated as management's slate of directors for election at the
next annual meeting of stockholders. If this does not occur, Teachers is
prepared, subject to applicable law, to take appropriate action that would
result in implementation of this new Board composition at the next annual
meeting of stockholders, or otherwise take action, in accordance with applicable
law, that could result in implementation of this new Board composition.
Please also be advised that Teachers intends to promptly file Amendment No. 1
to its Schedule 13D reflecting the foregoing.
Teachers solicits the support of each of you for this change in direction and
for the new direction and improvement in stockholder relationships which it
signals.
Very truly yours,
TEACHERS INSURANCE
AND ANNUITY ASSOCIATION OF AMERICA
By: /s/ CLIFFORD S. HAYE
----------------------
Clifford S. Haye
Senior Counsel
