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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
361115 40 5
------------------------------------------
(CUSIP Number)
Clifford S. Haye
Teachers Insurance and Annuity
Association of America
730 Third Avenue
New York, NY 10017
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 26, 1998
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of section 240.13d-1(e), (f) or (g), check the following box
[x].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See section 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 purposes 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).
(Continued on the following pages)
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CUSIP No. 361115 40 5 13D Page 2 of 8 Pages
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1 Name of Reporting Person
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 Source of Funds
00
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5 Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
New York
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7 Sole Voting Power
Number of 8,607,637
Shares --------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by
Each None
Reporting --------------------------------------------------------------
Person 9 Sole Dispositive Power
With
8,607,637
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10 Shared Dispositive Power
None
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
8,607,637
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
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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 of 8 Pages
Statement on Schedule 13D
Item 1. Security and Issuer.
--------------------
The class of equity securities to which this statement relates is
the common stock, par value $.01 per share (the "Common Stock"), of
Furr's/Bishop's, Incorporated, a Delaware corporation (the "Company"), which has
its principal executive office at 6901 Quaker Avenue, Lubbock, Texas 79413.
Item 2. Identity and Background.
------------------------
Teachers Insurance and Annuity Association of America (the
"Reporting Person") is a stock life insurance company organized under the laws
of the State of New York. The address of the principal business and the
principal office of the Reporting Person is 730 Third Avenue, New York, NY
10017.
The members of the Board of Trustees of the Reporting Person are:
David Alexander
Marcus Alexis
Willard T. Carleton
Robert C. Clark
Estelle A. Fishbein
Frederick R. Ford
Martin J. Gruber
Ruth Simms Hamilton
Dorothy Ann Kelly, O.S.U.
Robert M. O'Neil
Leonard S. Simon
Ronald L. Thompson
Paul R. Tregurtha
William H. Waltrip
Rosalie J. Wolf
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Page 4 of 8 Pages
The executive officers of the Reporting Person are:
Richard J. Adamski
John H. Biggs
Scott C. Evans
Richard L. Gibbs
Don W. Harrell
Matina S. Horner
Martin L. Leibowitz
John J. McCormack
John A. Putney, Jr.
John A. Somers
Charles H. Stamm
Thomas G. Walsh
Albert J. Wilson
The TIAA Board of Overseers ("Board of Overseers") is a
not-for-profit corporation organized under the laws of the State of New York for
the purpose of holding and administering the stock of the Reporting Person. The
address for the principal business and the principal office of the Board of
Overseers is 730 Third Avenue, New York, NY 10017.
The members of the Board of Overseers are:
Lucius J. Barker
John H. Biggs
William G. Bowen
Gertrude G. Michelson
Jack W. Peltason
Paul A. Volcker
Clifton R. Wharton, Jr.
There are no executive officers of the Board of Overseers.
The business address for each of the natural persons listed in
this Item 2 is 730 Third Avenue, New York, NY 10017. All such natural persons
are citizens of the United States of America.
No person listed in this Item 2 has been convicted during the last
five years in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
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Page 5 of 8 Pages
No person listed in this Item 2 has been during the last five
years a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding is or has been subject
to any civil judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation in respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
The Common Stock owned by the Reporting Person was acquired on
March 12, 1996 as a result of a reorganization of the Company. As a result of
the reorganization, the Reporting Person exchanged $35,918,311 aggregate
principal amount of indebtedness of Cafeteria Operators, L.P., a subsidiary of
the Company, for a new note of Cafeteria Operators, L.P. in the aggregate
principal amount of $7,449,838 plus a limited partnership interest in Cafeteria
Operators, which limited partnership interest was in turn exchanged for
8,607,637 shares of Common Stock. The Reporting Person originally acquired the
indebtedness of Cafeteria Operators, L.P. for a purchase price of $31,500,000,
which was funded out of the Reporting Person's assets.
Item 4. Purpose of Transaction.
-----------------------
The Common Stock was acquired by the Reporting Person for the
purpose of investment. After reviewing the Company's performance, the Reporting
Person is of the opinion that the Common Stock of the Company is currently
undervalued. The Reporting Person believes that the Company's Board should
promptly evaluate all alternatives available to maximize the value of the
Company for all stockholders, including, among other things, a restructuring
of the Company, a sale of all or substantially all of the Company's assets, or
merger or other business combination.
The Reporting Person is not satisfied with the efforts of the
Company's Board of Directors to maximize value for all stockholders and, if the
Reporting Person continues to be dissatisfied with such efforts, the Reporting
Person may nominate candidates for the Board of Directors who would be
committed to maximizing stockholder value or may take other action that could
result in a change in the Company's Board of Directors or management. The
Reporting Person may also, subject to applicable law, seek proxies, consents
and/or ballots in support of any such nominees or in support of or against
other matters that may come before the Company's stockholders for their vote or
consent.
As part of its review process, the Reporting Person is also
currently exploring and may explore from time to time in the future, ways to
implement a variety of alternatives with respect to the Company, including,
without limitation: (a) the acquisition of additional securities of the
Company, or the disposition of securities of the Company; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation of the
Company or involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) a material change
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Page 6 of 8 Pages
in the present capitalization or dividend policy of the Company; (e) any other
material change in the Company's business or corporate structure; (f) changes
in provisions in the Company's articles of incorporation or bylaws; (g) causing
a class of securities of the Company to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (h) a class of equity
securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; or (i) any action similar to any of those enumerated above.
There can be no assurance that the Reporting Person will develop
any plans or proposals with respect to any of the foregoing matters. Any
strategies that the Reporting Person may pursue will depend upon a number of
factors, including, without limitation, current and anticipated future trading
prices for the Common Stock, the financial condition, results of operations and
prospects of the Company and its businesses, the relative attractiveness of
alternative business and investment opportunities, the actions of the Company's
Board of Directors and its management and general economic, market and
industry conditions. Depending upon the foregoing factors, the Reporting Person
may at any time sell all or part of the Common Stock owned by it, or buy
additional Common Stock in the open market or privately negotiated transactions.
Except as set forth above, the Reporting Person has no plans or
proposals with respect to any of the matters set forth in paragraphs (a) through
(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Company.
--------------------------------------
(a) The Reporting Person beneficially owns 8,607,637 shares of
Common Stock, constituting 17.7% of the total outstanding shares of the Company
Common Stock (computed on the basis of 48,675,158 shares of Common Stock
outstanding as of November 11, 1997 as reported in the Company's quarterly
report on Form 10-Q for the quarterly period ended September 30, 1997).
(b) The Reporting Person has sole power to vote and dispose of the
shares of Common Stock referenced in (a) above.
(c) The Reporting Person has not effected any transactions in the
Common Stock during the past sixty days.
(d) Not applicable.
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Page 7 of 8 Pages
(e) Not applicable.
Item 6. Contract Arrangements, Understandings or Relationships
With Respect to Securities of the Company .
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None.
Item 7. Materials to be Filed as Exhibits.
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None.
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Page 8 of 8 Pages
SIGNATURE
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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: March 6, 1998
Teachers Insurance and Annuity
Association of America
By: /s/ Clifford S. Haye
----------------------------
Name: Clifford S. Haye
Title: Senior Counsel
