<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
May 28, 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 5 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
- --------------------------------------------------------------------------------
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Page 3 of 5 Pages
This Amendment No. 7 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 May 28, 1998, the Reporting Person issued a press release. A copy of
such press release is attached as Exhibit 7 hereto and incorporated herein by
this reference."
Item 7 is hereby amended to add the following information:
"Item 7. Material to be Filed as Exhibits
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Page 4 of 5 Pages
<TABLE>
<S> <C>
Exhibit 8 Press release issued by the Reporting Person on May 28,1998."
</TABLE>
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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: June 2, 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>
8 Press release issued by the Reporting Person on May 28,
1998.
</TABLE>
<PAGE> 1
[TIAA-CREF LETTERHEAD]
NEWS RELEASE
TIAA-CREF Public Relations Division
FROM: Tom Pinto FOR IMMEDIATE RELEASE:
Press Officer May 28, 1998
212-916-5986
Claire Sheahan
Press Officer
212-916-4666
TIAA WINS PROXY CONTEST AT FURR'S/BISHOP'S, INC.
NEW YORK, NEW YORK -- TIAA announces that the slate of directors it supported
for Furr's/Bishop's, Inc. was elected at Furr's/Bishop's annual meeting today
in Lubbock, Texas. TIAA received proxies for in excess of 80% of the stockholder
votes at the annual meeting.
TIAA launched its proxy contest to protect its investment in a troubled company
and took the unprecedented step of nominating a new, independent slate of
directors.
TIAA became the holder of 17.7% of the common stock of Furr's/Bishop's
following the company's default on debt that was issued to TIAA in other
institutional investors, resulting in a major reorganization of the company in
1996.
Sharon F. Manewitz, managing director in TIAA's Securities Division, said, "TIAA
is pleased with the outcome of this proxy contest, which demonstrates that our
views were widely shared. We look for this new board of directors to lead
Furr's/Bishop's in a positive, constructive way that will enhance the company's
long-term prospectus.
"We are gratified by the support of the other shareholders for our alternative
slate of board nominees. It was clear that circumstances at Furr's/Bishop's
warranted TIAA's extraordinary action."
30
