<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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 7, 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. 4 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 7, 1998, the Reporting Person sent a letter to the Company
requesting certain information from the Company. A copy of such letter is
attached as Exhibit 4 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 4 Letter, dated May 7, 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: May 11, 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>
4 Letter, dated May 7, 1998, from the Reporting Person to the
Company.
</TABLE>
<PAGE> 1
EXHIBIT 4
[TIAA Logo] [TIAA Letterhead]
May 7, 1998
By Telecopy
and Certified Mail
Furr's/Bishop's, Incorporated
6901 Quaker Avenue
Lubbock, Texas 79433
Attention: Corporate Secretary
Re: Demand for Books and Records
Dear Sirs:
Pursuant to Section 220 of the Delaware General Corporation Law,
Teachers Insurance and Annuity Association of America ("Teachers"), as a
stockholder of record of common stock of Furr's/Bishop's, Incorporated (the
"Company"), being duly sworn hereby deposes on oath and states as follows:
1. Teachers hereby demands the right on May 15, 1998, at 10:00
a.m., at the Company's principal place of business, 6901 Quaker Avenue,
Lubbock, Texas, 79413, to inspect the following items contained in this demand
for books and records and to make copies or extracts therefrom:
a. Minutes of 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.
b. Minutes of all meetings of stockholders for the last two
years.
c. 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.
<PAGE> 2
Furr's/Bishop's Incorporated
May 7, 1998
Page 2
d. 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 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.
e. All employment or similar contracts which have ever existed
between any of the persons specified in subparagraph (f) below, including any
existing employment agreement or arrangement between the Company and Theodore
J. Papit.
f. 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.
g. Any reports, opinions or appraisals of any of the Company's
assets or business or any segment thereof prepared internally or externally
during the last two years.
h. Any documents prepared during the last two years containing or
describing any of the Company's long or short term business plans.
i. 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.
j. 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.
<PAGE> 3
Furr's/Bishop's Incorporated
May 7, 1998
Page 3
k. Copies of all director and officer insurance policies.
l. 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.
m. Copies of any criteria developed by the Board of Directors or any
nominating committee for prospective members of the Board of Directors.
2. If any of the foregoing described records or documents are maintained
in the form of any information storage device, Teachers hereby further demands
that all records or documents so maintained be converted into clearly legible
written form prior to examination.
3. To the extent any of the information to be rendered to the
undersigned may be defined confidential, the undersigned would request that
such information be designated as such.
4. In addition to Teachers acting through its officers or employees,
Teachers has authorized Haynes and Boone, LLP, its partners and employees, and
any other persons to be designated by them or by the undersigned, acting singly
or in combination, to conduct, as agents of Teachers, the inspection and
copying herein requested.
5. The inspection of the corporate books and records described in this
demand is sought for proper purposes, reasonably related to the interest of
Teachers as a shareholder of the Company, including:
<PAGE> 4
Furr's/Bishop's Incorporated
May 7, 1998
Page 4
a. To determine the value of its shares of the Company;
b. To secure information as to the current and historic financial
condition of the Company and assess the Company's statements regarding its
performance.
c. To determine the reason or reasons for the Company's failure to
implement and realize performance improvements.
d. To investigate and assess the circumstances surrounding the
consideration by members of the Board of Directors of (i) any strategic plans
for the Company; (ii) any and all alternatives for the Company, including
prospective acquirors of the Company; (iii) location of the Company's principal
offices; (iv) staffing of management positions; and (v) agreements or
transactions with or involving members of the Board of Directors or management.
e. To assess the activity and decisions by the Board of Directors
in relation to its duties to the Company and the shareholders of the Company.
f. To evaluate the proposed nominees for election as directors in
connection with the Company's annual meeting on May 28, 1998, or any
adjournment thereof, and to communicate with shareholders regarding such
election.
g. To otherwise ascertain the Company's general condition and state
of affairs such that Teachers can exercise its rights as a shareholder
intelligently.
Please acknowledge receipt of this letter by signing the enclosed copy of
this letter in the place indicated below and returning it to the person
delivering this letter.
Very truly yours,
Teachers Insurance and Annuity
Association of America
By: /s/ CLIFFORD S. HAYE
-------------------------
Clifford S. Haye
Senior Counsel
cc: Kenneth Stewart
<PAGE> 5
Furr's/Bishop's Incorporated
May 7, 1998
Page 5
On this day personally appeared before me, Clifford S. Haye,
personally known to me, and affirmed under oath that he is the senior counsel
of Teachers Insurance and Annuity Association and that he executed the foregoing
demand on behalf of Teachers Insurance and Annuity Association of America and
that the foregoing is true and correct of his own personal knowledge.
/s/ Maria A. McHugh
- ----------------------------------------
Notary Public
Dated: May 7, 1998
MARIA A. MCHUGH
Notary Public, State of New York
No: 01MC5083440
Qualified in Nassau County
Commission Expires Aug. 11, 1999
