<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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 22, 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).
<PAGE> 2
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
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
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%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IC
- --------------------------------------------------------------------------------
<PAGE> 3
Page 3 of 4 Pages
This Amendment No. 2 amends and supplements the Statement on Schedule 13D
(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 22, 1998, the Reporting Person sent a letter to the Company
requesting certain information from the Company. A copy of the letter sent to
the Company is filed herewith as Exhibit 2 and is incorporated by reference.
On April 22, 1998, the Reporting Person met with certain of the Company's
officers and members of the Company's current Board of Directors to discuss the
Company and the Reporting Person's April 14, 1998 letter to the members of its
Board of Directors. The Reporting Person 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 or their advisors regarding the Company,
including, without limitation, its operations.
The Reporting Person has also had discussions with certain other
stockholders regarding the matters discussed in the April 14, 1998 letter.
In accordance with applicable law, the Reporting Person may continue to
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."
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
<TABLE>
<S> <C>
Exhibit 2 Letter, dated April 22, 1998, from the Reporting Person to
the Company."
</TABLE>
<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 27, 1998
Teachers Insurance and Annuity
Association of America
By: /s/ Clifford S. Haye
--------------------------------
Name: Clifford S. Haye
Title: Senior Counsel
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
2 Letter dated April 22, 1998 from the Reporting Person to the
Company.
</TABLE>
<PAGE> 1
EXHIBIT 2
[TEACHERS INSURANCE AND ANNUITY ASSOCIATION LETTERHEAD]
April 22, 1998
VIA FACSIMILE AND CERTIFIED MAIL
RETURN RECEIPT NO.
Furr's/Bishop's, Incorporated
6901 Quaker Avenue
Lubbock, Texas 79413
Attention: Corporate Secretary
Re: Demand for Stock List and Books and Records
Dear Sirs:
Pursuant to Section 220 of the Delaware General Corporation Law, as
holders of record of common stock of Furr's/Bishop's, Incorporated (the
"Company"), the undersigned hereby affirms under penalty of perjury that the
facts contained herein are true and correct and hereby demands the right on
April 29, 1998, at 10:00 a.m., at the Company's office, to inspect the
following items contained in the books and records and to make copies or
extracts therefrom:
1. A complete record or list of stockholders of the Company, certified by
its transfer agent, and a computer disk in a specified word processing format
containing the same list, in each case showing the name and address (including
the zip code) of each stockholder and the number of shares of stock registered
in the name of each stockholder, as of a recent date and, to the extent now or
subsequently available, as of the record date, for the Company's next annual
meeting of stockholders.
2. All transfer sheets in the possession of the Company or its transfer
agent showing changes in the list of stockholders of the Company referred to
above since the date of that list and all participant listings of any
depositary or nominee since the date of that list.
3. All information in the Company's possession or control or which can
reasonably be obtained from any central certificate depository system, as of
the date of the list referred to above, concerning the number and identity of
the actual beneficial owners of the Company common stock, including a breakdown
of any holdings
<PAGE> 2
Furr's/Bishop's, Incorporated
April 22, 1998
Page 2
in the name of Cede & Co. and other similar nominees, including depositories,
banks and brokers.
4. All omnibus proxies signed by depositories and nominees relating to
shares of common stock to be voted.
5. Minutes of the meetings of the Company's Board of Directors or any
committee of the Board of Directors, including the Nominating Committee (or any
reports in lieu of minutes) for the last two years, along with any written
plans or proposals (including any strategic plans) submitted to the Board of
Directors, any members hereof or any committee thereof.
6. Minutes of all meetings of stockholders for the last two years.
7. All engagement letters or other agreements entered into by the Company
with any investment banker, investment banking firm or any other individual or
entity performing similar functions, including, without limitation, Oppenheimer
& Co., Inc., and any other agreements, proposals or understandings with respect
to the services to be performed and any written proposals received with respect
thereto, including any status reports with respect to activities undertaken.
8. All documents, reports or proposals (including reports prepared for
submission to the Board of Directors by any investment banker, investment
banking firms or any other individual or entity performing similar functions)
relating to any proposed or contemplated (i) equity investment in the Company,
(ii) acquisition of the Company or any assets thereof, (iii) financing
arrangements for the Company, and (iv) disposition or liquidation of the
Company, including a list of all persons involved, directly or indirectly, in
such transactions.
9. All employment or similar contracts which have ever existed between any
of the persons specified in number 10 below, including any existing employment
agreement or arrangement between the Company and Theodore J. Papit.
10. A list of the Company's executive officers and directors for each of
the last two years, together with a schedule of all direct and indirect
compensation or other benefits and prerequisites, including car allowances, club
memberships and reimbursements paid to or on behalf of such persons.
11. Any reports, opinions or appraisals of any of the
<PAGE> 3
Furr's/Bishop's, Incorporated
April 22, 1998
Page 3
Company's assets or business or any segment thereof prepared internally or
externally during the last two years.
12. Any documents prepared during the last two years containing or
describing any of the Company's long or short term business plans.
13. Any proposals or inquiries (whether formal or informal) received by
the Company or any member of the Board of Directors with respect to the equity
investment in the Company or purchase of any of its businesses or assets during
the last two years.
14. Any document setting forth the terms or describing any transaction, or
series of similar transactions, during the last two years, or any currently
proposed transaction or series of similar transactions, to which the Company or
any of its subsidiaries was or is a party, in which the amount involved exceeds
$5,000 and in which any director or officer of the Company had, or will have, a
direct or indirect interest.
15. Copies of all director and officer insurance policies.
16. Any bylaw amendments adopted since the date the Company's bylaws were
filed with the Securities and Exchange Commission as an exhibit to the
Company's Post-Effective Amendment No. 3 to Form S-3.
17. Copies of any criteria developed by the Board of Directors or any
nominating committee for prospective members of the Board of Directors.
The undersigned further requests that the Company confirm that the record
date for the next annual meeting of the stockholders (the "Annual Meeting") is
April 22, 1998, and that the date for the Annual Meeting is May 28, 1998.
Please also advise the undersigned as to the number of directors to be elected
at the Annual Meeting and the names and addresses of any nominees or proposed
nominees for these directorships and provide a list of all other matters to be
acted on at the Annual Meeting.
The undersigned will bear the reasonable costs incurred in connection
with the inspection and with the production of the requested information.
The purpose of this demand for the information is to permit the
undersigned to communicate with other stockholders of the Company on matters
relating to their interest as stockholders, including possibly soliciting
proxies from the stockholders to be
