<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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 21, 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. 6 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 21, 1998, the Reporting Person filed definitive soliciting material
with the Securities and Exchange Commission. A copy of such definitive
soliciting material is attached as Exhibit 6 hereto and incorporated herein by
this reference.
On May 22, 1998, the Reporting Person filed revised definitive soliciting
material with the Securities and Exchange Commission. A copy of such definitive
soliciting material 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
<PAGE> 4
Page 4 of 5 Pages
<TABLE>
<S> <C>
Exhibit 6 Definitive Soliciting Material filed with the Securities and
Exchange Commission by the Reporting Person on May 21, 1998.
Exhibit 7 Definitive Soliciting Material filed with the Securities and
Exchange Commission by the Reporting Person on May 22, 1998.
</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: May 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>
6 Definitive Soliciting Material filed with the Securities and
Exchange Commission by the Reporting Person on May 21, 1998.
7 Definitive Soliciting Material filed with the Securities and
Exchange Commission by the Reporting Person on May 22, 1998.
</TABLE>
<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(C) or
Section 240.14a-12
FURR'S/BISHOP'S, INCORPORATED
(Name of Registrant as Specified In Its Charter)
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
-----------------------------------------
2) Form, Schedule or Registration Statement No.:
-------------------
3) Filing Party:
---------------------------------------------------
4) Date Filed:
-----------------------------------------------------
<PAGE> 2
TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF AMERICA
730 THIRD AVENUE
NEW YORK, NEW YORK 10017
ANNUAL MEETING -- MAY 28, 1998
PLEASE VOTE YOUR BLUE PROXY CARD TODAY
May 21, 1998
DEAR FELLOW STOCKHOLDER OF FURR'S/BISHOP'S, INCORPORATED:
Many thanks to those of you who have expressed overwhelming support for
Teachers Insurance and Annuity Association of America ("Teachers"). By now you
should have received Teachers' proxy materials. We are seeking to (i) elect
seven independent nominees to the Board of Directors of Furr's/Bishop's,
Incorporated (the "Company") and (ii) decrease the size of the Board of
Directors from nine to seven members.
As the Company's largest stockholder (owning 8,607,637 shares of the
Company's Common Stock or 17.7%), Teachers' investment has been significantly
hurt by the Company's performance under the leadership of a majority of the
Company's nominees over the past two years. Teachers, and its fellow
stockholders have watched the Company's stock price significantly decline during
this period to an all time low shortly before the filing of Teachers' Schedule
13D. Teachers believes there is something fundamentally wrong at the Company and
that the Company has been operated for far too long for the benefit of a few
rather than all the stockholders. The reason for Teachers' solicitation is
simple -- Teachers believes that new direction is needed at the Company to
maximize stockholder value, AND IS NEEDED NOW.
The Teachers Nominees are committed to:
o Taking back control of the Company for the benefit of all the
stockholders.
o A Board independent of Teachers and independent of current management
that will proactively consider all alternatives available to maximize
stockholder value.
o Putting in place a complete, talented and functioning senior
management team.
o Increasing financial performance of the Company and a resulting
increase in the Company's stock price.
o Effective and consistent communication with stockholders.
o Effective leadership of the Company, which will provide direction and
guidance in the implementation of well-developed strategic plans.
On May 20, 1998, a majority of the current Board caused a letter to be sent to
stockholders in the Company's name, which is far more a work of fiction than one
of fact. The following is a sampling of the places where the Company's letter
departs from the facts:
o According to the Company, Teachers "wants to auction the Company in a
fire sale." The fact is that Teachers' seven independent nominees
desire to maximize stockholder value by considering all alternatives
available to the Company -- the point is to work on multiple options.
<PAGE> 3
o According to the Company, its "strategy . . . has already shown
significant results." The fact is that no significant or sustained
improvement in operating results has been demonstrated, remodelings
have been few and far between (considering the overall 100-plus store
base) and while remodelings initially do well, as new customers come in
to see the changes, the more important question is whether the
improvements are sustained over the long-term.
o Mr. Papit now threatens to leave the Company without a Chief Executive
Officer if the Teachers Nominees are elected. The fact is that Teachers
has never asked Mr. Papit to leave as CEO. This is not the first time
that Mr. Papit has threatened to leave. Given this new statement by Mr.
Papit, it is for the new Board of Directors to determine whether
management continuity may best be achieved through new direction. As to
Mr. Papit's financial arrangements should he voluntarily decide to
leave, it will also be up to the new Board to consider the propriety of
paying these amounts as well as the vesting stock options at $.75 per
share. At the time these provisions were approved to provide benefits
to him upon a change in control, a change was already foreseeable
because of Teachers' public filings.
o According to the Company, Teachers is making a "Saturday Night
Special," a supposed last-minute effort to seize control of the
Company. The fact is that Teachers has been concerned about the Company
and its investment for a long period of time, has voiced its concerns
to management on numerous occasions, has attempted to arrive at a
solution. Teachers' filing of a Schedule 13D indicating the possibility
of a proxy contest was made more than two months ago, on March 6, 1998.
PLEASE VOTE TODAY FOR THE FOLLOWING SEVEN NOMINEES LISTED IN TEACHERS' MAY 18,
1998 PROXY STATEMENT:
Jacob C. Baum, Ben Evans, Suzanne Hopgood, Damien W. Kovary, William J.
Nightingale, Gilbert C. Osnos and Barry W. Ridings
PLEASE ALSO VOTE FOR THE BYLAW PROPOSAL DECREASING THE SIZE OF THE COMPANY'S
BOARD OF DIRECTORS FROM NINE TO SEVEN MEMBERS.
If you have any questions or need assistance in voting your shares please
contact Beacon Hill Partners, Inc., Teachers' proxy solicitors, at
1-800-755-5001.
Very truly yours,
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
- --------------------------------------------------------------------------------
TIME IS SHORT. PLEASE TURN IN YOUR BLUE PROXY CARD
IMMEDIATELY IN THE ENCLOSED OVERNIGHT RETURN ENVELOPE.
- --------------------------------------------------------------------------------
<PAGE> 1
TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF AMERICA
730 THIRD AVENUE
NEW YORK, NEW YORK 10017
ANNUAL MEETING -- MAY 28, 1998
PLEASE VOTE YOUR BLUE PROXY CARD TODAY
May 21, 1998
DEAR FELLOW STOCKHOLDER OF FURR'S/BISHOP'S, INCORPORATED:
Many thanks to those of you who have expressed support for Teachers
Insurance and Annuity Association of America ("Teachers"). By now you should
have received Teachers' proxy materials. We are seeking to (i) elect seven
independent nominees to the Board of Directors of Furr's/Bishop's, Incorporated
(the "Company") and (ii) decrease the size of the Board of Directors from nine
to seven members.
As the Company's largest stockholder (owning 8,607,637 shares of the
Company's Common Stock or 17.7%), Teachers' investment has been significantly
hurt by the Company's performance under the leadership of a majority of the
Company's nominees over the past two years. Teachers, and its fellow
stockholders have watched the Company's stock price significantly decline during
this period to an all time low shortly before the filing of Teachers' Schedule
13D. Teachers believes there is something fundamentally wrong at the Company and
that the Company has been operated for far too long for the benefit of a few
rather than all the stockholders. The reason for Teachers' solicitation is
simple -- Teachers believes that new direction is needed at the Company to
maximize stockholder value, AND IS NEEDED NOW.
The Teachers Nominees are committed to:
o Taking back control of the Company for the benefit of all the
stockholders.
o A Board independent of Teachers and independent of current management
that will proactively consider all alternatives available to maximize
stockholder value.
o Putting in place a complete, talented and functioning senior
management team.
o Increasing financial performance of the Company and a resulting
increase in the Company's stock price.
o Effective and consistent communication with stockholders.
o Effective leadership of the Company, which will provide direction and
guidance in the implementation of well-developed strategic plans.
On May 20, 1998, a majority of the current Board caused a letter to be sent to
stockholders in the Company's name, which Teachers believes is not completely
factual. The following is a sampling of the places where the Company's letter
departs from the facts:
o According to the Company, Teachers "wants to auction the Company in a
fire sale." The fact is that Teachers' seven independent nominees
desire to maximize stockholder value by considering all alternatives
available to the Company -- the point is to work on multiple options.
<PAGE> 2
o According to the Company, its "strategy . . . has already shown
significant results." The fact is that no significant or sustained
improvement in operating results has been demonstrated, remodelings
have been few and far between (considering the overall 100-plus store
base) and while remodelings initially do well, as new customers come in
to see the changes, the more important question is whether the
improvements are sustained over the long-term.
o Mr. Papit now threatens to leave the Company without a Chief Executive
Officer if the Teachers Nominees are elected. The fact is that Teachers
has never asked Mr. Papit to leave as CEO. This is not the first time
that Mr. Papit has threatened to leave. Given this new statement by Mr.
Papit, it is for the new Board of Directors to determine whether
management continuity may best be achieved through new direction. As to
Mr. Papit's financial arrangements should he voluntarily decide to
leave, it will also be up to the new Board to consider the
enforceability of paying amounts owed under his current employment
agreement as well as the vesting stock options at $.75 per share given
that a change of control was already foreseeable. At the time these
provisions were approved to provide benefits to him upon a change in
control, this change was already foreseeable because of Teachers'
public filings.
o According to the Company, Teachers is making a "Saturday Night
Special," a supposed last-minute effort to seize control of the
Company. The fact is that Teachers has been concerned about the Company
and its investment for a long period of time, has voiced its concerns
to management on numerous occasions, has attempted to arrive at a
solution. Teachers' filing of a Schedule 13D indicating the possibility
of a proxy contest was made more than two months ago, on March 6, 1998.
PLEASE VOTE TODAY FOR THE FOLLOWING SEVEN NOMINEES LISTED IN TEACHERS' MAY 18,
1998 PROXY STATEMENT:
Jacob C. Baum, Ben Evans, Suzanne Hopgood, Damien W. Kovary, William J.
Nightingale, Gilbert C. Osnos and Barry W. Ridings
PLEASE ALSO VOTE FOR THE BYLAW PROPOSAL DECREASING THE SIZE OF THE COMPANY'S
BOARD OF DIRECTORS FROM NINE TO SEVEN MEMBERS.
If you have any questions or need assistance in voting your shares please
contact Beacon Hill Partners, Inc., Teachers' proxy solicitors, at
1-800-755-5001.
Very truly yours,
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
- --------------------------------------------------------------------------------
TIME IS SHORT. PLEASE TURN IN YOUR BLUE PROXY CARD
IMMEDIATELY IN THE ENCLOSED OVERNIGHT RETURN ENVELOPE.
- --------------------------------------------------------------------------------
