SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Furr's/Bishop's, Incorporated
(Name of Issuer)
Common Stock
(Title of class of securities)
361115504
(CUSIP Number)
Alvin H. Fenichel
Senior Vice President and Controller
The Equitable Companies Incorporated
787 Seventh Avenue
New York, NY 10019
(212) 554-4489
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 12, 1996
(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
[ ].
Check the following box if a fee is being paid with this statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than five percent of
such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
1
<PAGE>
|--------------------|
|CUSIP NO. 361115504 | SCHEDULE 13D
|--------------------|
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |EQ Asset Trust 1993 |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| |13-3623351 |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |00 |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |Delaware |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | 0 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | 8,499,857 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | 0 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | 8,499,857 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 8,499,857 - see Item 5 |
| | |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 17.46% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| | OO |
| | |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE>
|--------------------|
|CUSIP NO. 361115504 | SCHEDULE 13D
|--------------------|
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |Alliance Capital Management L.P. |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| |13-3434400 |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |00 |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |Delaware |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | 0 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | 8,499,857 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | 0 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | 8,499,857 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 8,499,857 - see Item 5 |
| | |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 17.46% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| | IA, PN |
| | |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
|--------------------|
|CUSIP NO. 361115504 | SCHEDULE 13D
|--------------------|
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |The Equitable Companies Incorporated |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| |13-3623351 |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |00 |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |Delaware |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | 0 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | 8,499,857 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | 0 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | 8,499,857 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 8,499,857 - see Item 5 |
| | |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 17.46% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| | HC, CO |
| | |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
4
<PAGE>
|--------------------|
|CUSIP NO. 361115504 | SCHEDULE 13D
|--------------------|
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |AXA |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |N/A |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |France |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | see Item 5 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | see Item 5 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | see Item 5 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | see Item 5 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 8,499,857 |
| |(Not to be construed as an admission of beneficial ownership) - |
| | see Item 5 |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 17.46% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| | |
| |HC |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
5
<PAGE>
|--------------------|
|CUSIP NO. 361115504 | SCHEDULE 13D
|--------------------|
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |Finaxa |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |N/A |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |France |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | see Item 5 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | see Item 5 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | see Item 5 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | see Item 5 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 8,499,857 |
| |(Not to be construed as an admission of beneficial ownership) - |
| | see Item 5 |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 17.46% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| |HC |
| | |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
6
<PAGE>
|--------------------|
|CUSIP NO. 361115504 | SCHEDULE 13D
|--------------------|
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |AXA Assurances I.A.R.D. Mutuelle |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [X] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |N/A |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |France |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | see Item 5 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | see Item 5 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | see Item 5 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | see Item 5 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 8,499,857 |
| |(Not to be construed as an admission of beneficial ownership) - |
| | see Item 5 |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 17.46% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| | IC |
| | |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
7
<PAGE>
|--------------------|
|CUSIP NO. 361115504 | SCHEDULE 13D
|--------------------|
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |AXA Assurances Vie Mutuelle |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [X] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |N/A |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |France |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | see Item 5 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | see Item 5 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | see Item 5 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | see Item 5 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 8,499,857 |
| |(Not to be construed as an admission of beneficial ownership) - |
| | see Item 5 |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 17.46% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| |IC |
| | |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
8
<PAGE>
|--------------------|
|CUSIP NO. 361115504 | SCHEDULE 13D
|--------------------|
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |Alpha Assurances I.A.R.D. Mutuelle |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [X] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |N/A |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |France |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | see Item 5 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | see Item 5 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | see Item 5 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | see Item 5 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 8,499,857 |
| |(Not to be construed as an admission of beneficial ownership) - |
| | see Item 5 |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 17.46% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| |IC |
| | |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
9
<PAGE>
|--------------------|
|CUSIP NO. 361115504 | SCHEDULE 13D
|--------------------|
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |Alpha Assurances Vie Mutuelle |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [X] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |N/A |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |France |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | see Item 5 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | see Item 5 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | see Item 5 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | see Item 5 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 8,499,857 |
| |(Not to be construed as an admission of beneficial ownership) - |
| | see Item 5 |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 17.46% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| |IC |
| | |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
10
<PAGE>
|--------------------|
|CUSIP NO. 361115504 | SCHEDULE 13D
|--------------------|
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |Uni Europe Assurance Mutuelle |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [X] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |N/A |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |France |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | see Item 5 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | see Item 5 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | see Item 5 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | see Item 5 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 8,499,857 |
| |(Not to be construed as an admission of beneficial ownership) - |
| | see Item 5 |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 17.46% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| |IC |
| | |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
11
<PAGE>
|--------------------|
|CUSIP NO. 361115504 | SCHEDULE 13D
|--------------------|
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |Claude Bebear, as AXA Voting Trustee |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |N/A |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |Citizen of France |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | see Item 5 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | see Item 5 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | see Item 5 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | see Item 5 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 8,499,857 |
| |(Not to be construed as an admission of beneficial ownership) - |
| | see Item 5 |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 17.46% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| |IN |
| | |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
12
<PAGE>
|--------------------|
|CUSIP NO. 361115504 | SCHEDULE 13D
|--------------------|
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |Patrice Garnier, as AXA Voting Trustee |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |N/A |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |Citizen of France |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | see Item 5 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | see Item 5 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | see Item 5 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | see Item 5 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 8,499,857 |
| |(Not to be construed as an admission of beneficial ownership) - |
| | see Item 5 |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 17.46% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| |IN |
| | |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
13
<PAGE>
|--------------------|
|CUSIP NO. 361115504 | SCHEDULE 13D
|--------------------|
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |Henri de Clermont-Tonnerre, as AXA Voting Trustee |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |N/A |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |Citizen of France |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | see Item 5 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | see Item 5 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | see Item 5 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | see Item 5 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 8,499,857 |
| |(Not to be construed as an admission of beneficial ownership) - |
| | see Item 5 |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 17.46% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| |IN |
| | |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
14
<PAGE>
Item 1 - Security and Issuer
This Schedule 13D relates to shares of common stock, par value $0.01 per share
(the "Shares"), of Furr's/Bishop's, Incorporated, a Delaware corporation (the
"Issuer"). The address of the principal executive office of the Issuer is 6901
Quaker Avenue, Lubbock, Texas 79413.
The information set forth in the Exhibits to this Schedule 13D is hereby
expressly incorporated herein by reference and the responses to each item of
this Schedule 13D are qualified in their entirety by the provisions of such
Exhibits.
Item 2 - Identity and Background
This Schedule 13D is being filed jointly on behalf of the following persons
(collectively, the "Reporting Persons"): (1) EQ Asset Trust 1993, a Delaware
business trust ("EQAT"); (2) Alliance Capital Management L.P., a Delaware master
limited partnership ("Alliance"); (3) The Equitable Companies Incorporated, a
Delaware corporation ("Equitable"), (4) AXA, a societe anonyme organized under
the laws of France, (5) Finaxa, a societe anonyme organized under the laws of
France, (6) AXA Assurances I.A.R.D. Mutuelle, a mutual insurance company
organized under the laws of France, (7) AXA Assurances Vie Mutuelle, a mutual
insurance company organized under the laws of France, (8) Alpha Assurances
I.A.R.D. Mutuelle, a mutual insurance company organized under the laws of
France, (9) Alpha Assurances Vie Mutuelle, a mutual insurance company organized
under the laws of France, (10) Uni Europe Assurance Mutuelle, a mutual insurance
company organized under the laws of France, and (11) Claude Bebear, Patrice
Garnier and Henri de Clermont-Tonnerre, trustees (the "AXA Voting Trustees") of
a voting trust (the "AXA Voting Trust") established pursuant to a Voting Trust
Agreement by and among AXA and the AXA Voting Trustees dated as of May 12, 1992.
EQAT is a limited-purpose business trust organized under the laws of the state
of Delaware by Equitable.
Alliance is a Delaware master limited partnership and a registered investment
adviser. Alliance manages the collateral of EQAT pursuant to a Collateral
Management Agreement, dated August 31, 1993 (the "CMA"), between EQAT and
Alliance.
Equitable is a Delaware corporation and is a holding company. Equitable is the
beneficiary and owner of EQAT. In addition, a wholly-owned subsidiary of
Equitable, Alliance Capital Management Corporation, is the general partner of
Alliance. Through wholly-owned subsidiaries, Equitable owns approximately 60% of
the publicly traded units of Alliance.
AXA is a societe anonyme organized under the laws of France and a holding
company for an international group of insurance and related financial services
companies. As of July 1, 1996, approximately 60.7% of the outstanding common
stock as well as certain convertible preferred stock of Equitable was
beneficially owned by AXA. For insurance regulatory purposes, to insure that
certain indirect minority shareholders of AXA will not be able to exercise
control over Equitable and certain of its insurance subsidiaries, the voting
shares of Equitable capital stock beneficially owned by AXA and its subsidiaries
have been deposited into the AXA Voting Trust. For additional information
regarding the AXA Voting Trust, reference is made to the Schedule 13D filed by
AXA with respect to Equitable.
Finaxa is a societe anonyme organized under the laws of France and is a holding
company. As of July 18, 1996, Finaxa controlled approximately 30.4% of the
issued shares (representing approximately 39.4% of the voting power) of AXA.
Each of AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, Alpha
Assurances I.A.R.D. Mutuelle, Alpha Assurances Vie Mutuelle, and Uni Europe
Assurance Mutuelle (collectively, the "Mutuelles AXA") is a mutual insurance
company organized under the laws of France. The Mutuelles AXA are owned by
approximately 1.5 million policy holders. As of July 18, 1996, the Mutuelles
AXA, as a group, controlled, directly and indirectly, through intermediate
holding companies, approximately 38.1% of the issued shares (representing
approximately 45.5% of the voting power) of AXA. AXA is indirectly controlled by
the Mutuelles AXA, acting as a group.
Claude Bebear, Patrice Garnier and Henri de Clermont-Tonnerre, the AXA Voting
Trustees, exercise all voting rights with respect to the shares of Equitable
capital stock beneficially owned by AXA and its subsidiaries that have been
deposited in the AXA Voting Trust. The business address, citizenship and present
principal occupation of each of the AXA Voting Trustees are set forth on
Schedule C attached hereto.
15
<PAGE>
The address of the principal business and principal office of EQAT is c/o
Alliance Corporate Finance Group Incorporated, 1345 Avenue of the Americas, 39th
Floor, New York, New York 10105 and c/o The Chase Manhattan Bank, N.A., 450 West
33rd Street, 15th Floor, New York, New York 10001-2697.
The address of the principal business and principal office of Alliance is 1345
Avenue of the Americas, New York, New York 10105.
The address of the principal business and principal office of Equitable is 787
Seventh Avenue, New York, New York 10019.
The address of the principal business and principal office of each of AXA,
Finaxa and the AXA Voting Trustees is 23, avenue Matignon, 75008 Paris, France;
of each of AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle is
21, rue de Chateaudun, 75009 Paris, France; of each of Alpha Assurances I.A.R.D.
Mutuelle and Alpha Assurances Vie Mutuelle is Tour Franklin, 100/101 Terrasse
Boieldieu, Cedex 11, 92042 Paris La Defense, France; and of Uni Europe Assurance
Mutuelle is 24, rue Drouot, 75009 Paris, France.
The name, business address, citizenship, present principal occupation or
employment and the name and business address of any corporation or organization
in which each such employment is conducted, of each executive officer or member,
as applicable, of the Board of Directors or the Conseil d'Administration (French
analogue of a Board of Directors) of Alliance, Equitable, AXA, Finaxa and the
Mutuelles AXA are set forth on Schedules A through I, respectively, attached
hereto.
During the past five (5) years, neither any of the Reporting Persons nor, to the
best knowledge of any of the Reporting Persons, any of the other persons listed
on Schedules A through I attached hereto, has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to United States federal or state securities laws
or finding any violation with respect to such laws.
Item 3 - Source and Amount of Funds or Other Consideration
EQAT, a Delaware business trust wholly owned by Equitable, acquired its Shares
of the Issuer upon the exercise on March 12, 1996 of an option granted in
connection with the comprehensive restructuring of the Issuer's and its
subsidiaries' financial obligations. The option was granted on January 2, 1996
in consideration for the exchange on that date of $28,112,007 principal amount,
plus accrued interest, of 11% notes of Cafeteria Operators, L.P., a Delaware
limited partnership ("Cafeteria Operators") and indirect wholly-owned
partnership subsidiary of the Issuer, for a limited partnership interest in
Cafeteria Operators. Pursuant to a Put Agreement, dated as of December 14, 1995,
among the Issuer, EQAT, Equitable, and other investors named therein, this
option was exercisable by the holders (acting independently) of a majority of
the Cafeteria Operators limited partnership interests received in exchange for
the Cafeteria Operators notes. Pursuant to the terms of the Put Agreement, upon
exercise of the option by the required majority (which occurred on March 12,
1996), all investors (including EQAT) that had exchanged Cafeteria Operators
notes for Cafeteria Operators limited partnership interests were deemed to have
exercised such option as well. Accordingly, on March 12, 1996, EQAT's limited
partnership interest in Cafeteria Operators was transferred to the Issuer in
exchange for the Shares.
16
<PAGE>
Item 4 - Purpose of Transaction
EQAT acquired its Shares of the Issuer reported in this Schedule 13D solely for
investment purposes in connection with the comprehensive restructuring of the
Issuer's and its subsidiaries' financial obligations, as further described in
Item 3 above. EQAT currently has no contracts or arrangements concerning
disposition of the Shares. However, under the Exchange Agreement, dated as of
November 15, 1995, among the Issuer, Cafeteria Operators, EQAT, Equitable, and
other investors named therein, EQAT has the right to have its Shares registered
for resale under the Securities Act of 1933, as amended (the "Securities Act").
On May 3, 1996, the Issuer filed a Registration Statement on Form S-1 pursuant
to such registration rights on behalf of EQAT as well as other holders of the
Issuer's common stock. The Issuer filed Amendment No. 1 to this Registration
Statement on June 27, 1996.
Item 5 - Interest in Securities of the Issuer
EQAT is holder of record of the 8,499,857 Shares reported in this Schedule 13D,
or approximately 17.46% of the Shares outstanding as of June 21, 1996
(percentage of outstanding based on information provided by the Issuer in
Amendment No. 1, filed June 27, 1996, to its Registration Statement on Form
S-1). Equitable is the beneficiary and owner of EQAT. The collateral of EQAT,
which includes the Shares, is managed by Alliance pursuant to a Collateral
Management Agreement. The Shares and such Collateral Management Agreement have
been pledged to The Chase Manhattan Bank, N.A. as directed trustee (the
"Trustee") for the benefit and security of holders of certain notes of EQAT.
Alliance and EQAT (through the Trustee) share the power to vote and to dispose
of the 8,499,857 Shares reported in this Schedule 13D.
Equitable, as beneficiary and owner of EQAT, may be deemed, for purposes of Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), to beneficially own indirectly the Shares held of record by EQAT.
Because of AXA's ownership interest in Equitable, and the AXA Voting Trustees'
power to vote the Equitable shares placed in the AXA Voting Trust, each of AXA
and the AXA Voting Trustees may be deemed, for purposes of Rule 13d-3 under the
Exchange Act, to beneficially own indirectly the Shares that Equitable may be
deemed to beneficially own indirectly. Because of the direct and indirect
ownership interest in AXA of Finaxa and the Mutuelles AXA, each of Finaxa and
the Mutuelles AXA may be deemed, for purposes of Rule 13d-3 under the Exchange
Act, to beneficially own indirectly the Shares that AXA may be deemed to
beneficially own indirectly. AXA, Finaxa, the Mutuelles AXA, and the AXA Voting
Trustees disclaim beneficial ownership of any Shares.
The Reporting Persons, in the aggregate, may be deemed to beneficially own
8,499,857 Shares, or approximately 17.46% of the Shares outstanding as of June
21, 1996. The percentage of Shares outstanding reported as beneficially owned by
each person herein on the date hereof is based upon 48,669,340 Shares
outstanding as of June 21, 1996, as reported by the Issuer in Amendment No. 1,
filed June 27, 1996, to its Registration Statement on Form S-1.
Item 6 - Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Shares of the Issuer are pledged to the Trustee under that Indenture, dated
as of August 31, 1993 (the "Indenture"), between EQAT (as issuer) and The Chase
Manhattan Bank, N.A. (as Trustee), for the benefit and security of the holders
of certain notes issued under the Indenture. EQAT is managed by Alliance under a
Collateral Management Agreement, dated August 31, 1993 (the "CMA"), between EQAT
and Alliance. The CMA has been pledged to the Trustee, and Alliance's power to
vote the Shares is governed by the terms of the Indenture and the CMA. After
payment in full of all notes issued under the Indenture and all related fees and
expenses, all collateral pledged under the Indenture is paid to Equitable, as
Owner of EQAT.
Item 7 - Material to be Filed as Exhibits
1. Joint Filing Agreement among the Reporting Persons to file a joint statement
on Schedule 13D.
2. Powers of Attorney
17
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the information set forth in this statement is true, complete and
correct.
Dated: August 7, 1996
EQ Asset Trust 1993
BY: The Chase Manhattan Bank, N.A.,
as Trustee
BY: /s/ Kimberly Costa
Account Officer
18
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the information set forth in this statement is true, complete and
correct.
Dated: August 7, 1996
Alliance Capital Management L.P.
BY: Alliance Capital Management
Corporation, as General Partner
BY: /s/ Mark R. Manley
Vice President and Counsel
19
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the information set forth in this statement is true, complete and
correct.
Dated: August 7, 1996
The Equitable Companies Incorporated
BY: /s/ Alvin H. Fenichel
Senior Vice President and
Controller
20
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the information set forth in this statement is true, complete and
correct.
Dated: August 7, 1996
AXA
Finaxa
AXA Assurances I.A.R.D. Mutuelle
AXA Assurances Vie Mutuelle
Alpha Assurances I.A.R.D. Mutuelle
Alpha Assurances Vie Mutuelle
Uni Europe Assurance Mutuelle
Claude Bebear, as AXA Voting Trustee
Patrice Garnier, as AXA Voting Trustee
Henri de Clermont-Tonnerre,
as AXA Voting Trustee
Signed on behalf of each of the above
BY: /s/ Richard V. Silver
Attorney-in-fact
21
<PAGE>
Schedule A
----------
Executive Officers and Directors
of
Alliance Capital Management Corporation
The names of the Directors and the names and titles of the
Executive Officers of Alliance Capital Management Corporation ("ACMC"), general
partner of Alliance Capital Management L.P. (the "Partnership") and their
business addresses and principal occupations are set forth below. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to ACMC and each individual is a United States citizen.
<TABLE>
<CAPTION>
<S> <C>
Name, Business Address Present Principal Occupation
* Dave H. Williams Chairman of the Board and Chief Executive
Alliance Capital Management Corporation Officer
1345 Avenue of the Americas
New York, New York 10105
* Bruce W. Calvert Vice Chairman of the Board and Chief Investment
Alliance Capital Management Corporation Officer
1345 Avenue of the Americas
New York, New York 10105
* John D. Carifa President and Chief Operating Officer
Alliance Capital Management Corporation
1345 Avenue of the Americas
New York, New York 10105
* Reba W. Williams Director of Special Projects
Alliance Capital Management Corporation
1345 Avenue of the Americas
New York, New York 10105
* Frank Savage Chairman of the Board, Alliance Corporate
Alliance Capital Management Corporation Finance Group Incorporated, a subsidiary of the
1345 Avenue of the Americas Partnership
New York, New York 10105
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name, Business Address Present Principal Occupation
* Alfred Harrison Vice Chairman of the Board
Alliance Capital Management Corporation
First Bank Place
601 2nd Avenue South - Suite 5000
Minneapolis, Minnesota 55402
* Benjamin D. Holloway Consultant, Continental Companies
Continental Companies - Suite 501
3250 Mary Street
Miami, Florida 33133
* Madelon DeVoe Talley Commissioner of the Port Authority of New York
876 Park Avenue State and New Jersey
New York, New York 10021
* Joseph J. Melone Chief Executive Officer and President, The
The Equitable Companies Incorporated Equitable Companies Incorporated; Chairman of
787 7th Avenue the Board, The Equitable Life Assurance Society
New York, New York 10019 of the United States
* Peter D. Noris Executive Vice President and Chief Investment
The Equitable Companies Incorporated Officer, The Equitable Companies Incorporated
787 7th Avenue and The Equitable Life Assurance Society of the
New York, New York 10019 United States
* James M. Benson Senior Executive Vice President and Chief
The Equitable Companies Incorporated Operating Officer, The Equitable Companies
787 7th Avenue Incorporated; President and Chief Executive
New York, New York 10019 Officer, The Equitable Life Assurance Society
of the United States
* Jerry M. de St. Paer Senior Executive Vice President and Chief
The Equitable Companies Incorporated Financial Officer, The Equitable Companies
787 7th Avenue Incorporated; Executive Vice President, The
New York, New York 10019 Equitable Life Assurance Society of the United
States
* Claude Bebear (1) Chairman of the Board, The Equitable Companies
AXA Group Incorporated;
23 Avenue Matignon Chairman of the Board and Chief Executive
75008 Paris France Officer, AXA
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name, Business Address Present Principal Occupation
* Denis Deverne (1) Senior Vice President - International Life, AXA
AXA Group
23 Avenue Matignon
75008 Paris France
* Henri de Castries (1) Vice Chairman of the Board, The Equitable
AXA Group Companies Incorporated; Executive Vice
23, avenue Matignon President, Financial Services and Life
75008 Paris France Insurance Activities (outside of France), AXA
* Jean-Pierre Hellebuyck (1) Chief Investment Officer, AXA
AXA
40, rue du Colisee
75008 Paris rance
* Kevin C. Dolan Senior Vice President, AXA
AXA Asset Management
16, avenue Matignon
75008 Paris France
* Luis Javier Bastida (2) Chief Financial Officer, Banco Bilbao
Banco Bilbao Vizcaya Vizcaya, S.A.
P. Castellana, 81, 25
28046 Madrid Spain
David R. Brewer, Jr. Senior Vice President, General Counsel and
Alliance Capital Management Corporation Secretary
1345 Avenue of the Americas
New York, New York 10105
Robert H. Joseph, Jr. Senior Vice President and Chief Financial
Alliance Capital Management Corporation Officer
1345 Avenue of the Americas
New York, New York 10105
*Director
(1) Citizen of the Republic of France
(2) Citizen of Spain
</TABLE>
24
<PAGE>
Schedule B
----------
Executive Officers and Directors
of
The Equitable Companies Incorporated
The names of the Directors and the names and titles of the
Executive Officers of The Equitable Companies Incorporated ("EQ") and their
business addresses and principal occupations are set forth below. If no address
is given, the Director's or Executive Officer's business address is that of EQ
at 787 Seventh Avenue, New York, New York 10019. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to EQ and each
individual is a United States citizen.
<TABLE>
<CAPTION>
<S> <C>
Name, Business Address Present Principal Occupation
* Claude Bebear (1) Chairman of the Board; Chairman and Chief
AXA Executive Officer, AXA
23, avenue Matignon
75008 Paris, France
* James M. Benson Senior Executive Vice President and Chief
Operating Officer; President and Chief
Executive Officer, The Equitable Life Assurance
Society of the United States
* Henri de Castries (1) Vice Chairman of the Board; Executive Vice
AXA President, Financial Services and Life
23, avenue Matignon Insurance Activities outside France, AXA
75008 Paris, France
* John S. Chalsty Chairman and Chief Executive Officer,
Donaldson, Lufkin & Jenrette, Inc. Donaldson, Lufkin & Jenrette, Inc.
277 Park Avenue
New York, NY 10172
Jerry M. de St. Paer Senior Executive Vice President and Chief
Financial Officer; Executive Vice President,
The Equitable Life Assurance Society of the
United States
* Joseph L. Dionne Chairman and Chief Executive Officer, The
The McGraw Hill Companies McGraw Hill Companies (publishing)
1221 Avenue of the Americas
New York, NY 10020
* William T. Esrey Chairman of the Board and Chief Executive
Sprint Corporation Officer, The Sprint Corporation
P.O. Box 11315 (telecommunications)
Kansas City, MO 64112
* Jean-Rene Fourtou (1) Chairman and Chief Executive Officer,
Rhone-Poulenc S.A. Rhone-Poulenc S.A. (industry)
25 quai Paul Doumer
92408 Courbevoie,
France
Robert E. Garber Executive Vice President and General Counsel
* Donald J. Greene Partner, LeBoeuf, Lamb, Greene & MacRae (law
LeBoeuf, Lamb, Greene & MacRae firm)
125 West 55th Street
New York, NY 10019
* Anthony J. Hamilton (2) Group Chairman, Fox-Pitt, Kelton Limited
35 Wilson Street (Finance)
London, England EC2M 2SJ
* John T. Hartley Retired Chairman and Chief Executive Officer,
Harris Corporation Harris Corporation (manufacturer of electronic,
1025 Nasa Boulevard telephone and copying systems)
Melbourne, FL 32919
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name, Business Address Present Principal Occupation
* John H. F. Haskell, Jr. Director and Managing Director, Dillon, Read &
Dillon, Read & Co., Inc. Co., Inc. (investment banking firm)
535 Madison Avenue
New York, NY 10028
* W. Edwin Jarmain (3) President, Jarmain Group Inc. (private
Jarmain Group Inc. investment holding company)
95 Wellington St. West
Suite 805
Toronto, Ontario M5J 2N7
Canada
* Winthrop Knowlton Chairman, Knowlton Brothers, Inc. (private
Knowlton Brothers, Inc. investment firm); President and Chief Executive
530 Fifth Avenue Officer, Knowlton Associates, Inc. (consulting
New York, NY 10036 firm)
* Arthur L. Liman Partner, Paul, Weiss, Rifkind, Wharton &
Paul, Weiss, Rifkind, Wharton & Garrison Garrison (law firm)
1285 Avenue of the Americas
New York, NY 10019
William T. McCaffrey Executive Vice President and Chief
Administrative Officer; Senior Executive Vice
President and Chief Operating Officer, The
Equitable Life Assurance Society of the United
States
* Joseph J. Melone Chief Executive Officer and President; Chairman
of the Board, The Equitable Life Assurance
Society of the United States
Peter D. Noris Executive Vice President and Chief Investment
Officer; Executive Vice President and Chief
Investment Officer, The Equitable Life
Assurance Society of the United States
* Didier Pineau-Valencienne Chairman and Chief Executive Officer, Schneider
64-70, avenue Jean Baptiste Clement S.A. (electric equipment)
92646 Boulogne Cedex, France
* George J. Sella, Jr. Retired Chairman, President and Chief Executive
American Cyanamid Company Officer, American Cyanamid Company
P.O. Box 3017 (manufacturer pharmaceutical products and
Newton, NJ 07860 agricultural products)
Jose Suquet Executive Vice President; Executive Vice
President and Chief Agency Officer; The
Equitable Life Assurance Society of the United
States
Stanley B. Tulin Executive Vice President; Senior Executive Vice
President and Chief Financial Officer, The
Equitable Life Assurance Society of the United
States
* Dave H. Williams Chairman and Chief Executive Officer, Alliance
Alliance Capital Capital Management Corp. (investment company)
Management Corporation
1345 Avenue of the Americas
New York, NY 10105
------- -------------------------------------------------
* Director
(1) Citizen of the Republic of France
(2) Citizen of United Kingdom
(3) Citizen of Canada
</TABLE>
26
<PAGE>
Schedule C
----------
Executive Officers and
Members of Conseil d'Administration
of
AXA
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of AXA and their business addresses
and principal occupations are set forth below. If no address is given, the
Member's or Executive Officer's business address is that of AXA at 23, avenue
Matignon, 75008 Paris, France. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to AXA and each individual is a
citizen of the Republic of France.
<TABLE>
<CAPTION>
<S> <C>
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman and Chief Executive Officer
* Antoine Bernheim Chairman, Assicurazioni Generali S.p.A.
Piazza Duca Degli Abruzzi 2 (insurance)
34132 Trieste, Italy
Henri de Castries Executive Vice President, Financial Services
and Life Insurance Activities outside France
Francoise Colloc'h Executive Vice President, Human Resources and
Public Relations
* Henri de Clermont-Tonnerre Chairman, Societe d'Armement et de Navigation
90, rue de Miromesnil Charles Schiaffino (transportation)
75008 Paris, France
* David Dautresme General Partner, Lazard Freres et Cie
121, boulevard Haussman (investment banking)
75008 Paris, France
* Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie, France
* Michel Francois-Poncet Chairman of the Supervisory Board of Compagnie
3, rue d'Autin Financiere Paribas and Banque Paribas
75002 Paris, France (financial services and banking)
* Patrice Garnier Retired
* Gianfranco Gutty (1) Director and Executive Officer, Assicurazioni
Piazza Duca Degli Abruzzi 2 Generali S.p.A. (insurance)
34132 Trieste, Italy
* Anthony J. Hamilton (2) Group Chairman, Fox-Pitt, Kelton Limited
35 Wilson Street (Finance)
London, England EC2M 2SJ
* Henri Hottinguer (3) Chairman and Chief Executive Officer, Banque
38, rue de Provence Hottinguer (banking)
75009 Paris, France
* Richard H. Jenrette (4) Retired Chairman, The Equitable Companies
787 Seventh Avenue Incorporated
New York, New York 10019
* Henri Lachmann Chairman and Chief Executive Officer, Strafor
56, rue Jean Giraudoux Facom (office furniture)
67000 Strasbourg, France
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Name, Business Address Present Principal Occupation
Gerard de la Martiniere Executive Vice President, Chief Financial Officer
* Didier Pineau-Valencienne Chairman and Chief Executive Officer, Schneider
64-70, avenue Jean Baptiste Clement S.A. (electric equipment)
92646 Boulogne Cedex, France
Claude Tendil Executive Vice President, French Insurance
Activities and Non-Life and Composite Insurance
Activities outside France
------- ------------------------------------------------------
* Member, Conseil d'Administration
(1) Citizen of Italy
(2) Citizen of the United Kingdom
(3) Citizen of Switzerland
(4) Citizen of the United States of America
</TABLE>
28
<PAGE>
Schedule D
----------
Executive Officers and
Members of Conseil d'Administration
of
FINAXA
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of Finaxa and their business
addresses and principal occupations are set forth below. If no address is given,
the Member's or Executive Officer's business address is that of Finaxa at 23,
avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to Finaxa and each
individual is a citizen of the Republic of France.
<TABLE>
<CAPTION>
<S> <C>
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman and Chief Executive Officer; Chairman
and Chief Executive Officer, AXA
* Henri de Castries Executive Vice President, Financial Services
and Life Insurance Activities outside France,
AXA
* Henri de Clermont-Tonnerre Chairman, Societe d'Armement et de Navigation
90, rue de Miromesnil Charles Schiaffino (transportation)
75008 Paris, France
* Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie, France
* Patrice Garnier Retired
* Henri Hottinguer (1) Chairman and Chief Executive Officer, Banque
38, rue de Provence Hottinguer (banking)
75009 Paris, France
* Paul Hottinguer (1) Assistant Chairman and Chief Executive Officer,
38, rue de Provence Banque Hottinguer (banking)
75009 Paris, France
* Henri Lachmann Chairman and Chief Executive Officer, Strafor
56, rue Jean Giraudoux Facom (office furniture)
67000 Strasbourg, France
Gerard de la Martiniere Chief Executive Officer; Executive Vice
President, Chief Financial Officer, AXA
* Georges Rousseau Chairman, Apave Normandies (consulting)
2, rue des Mouettes
76130 Mont Saint Aignan, France
------- -------------------------------------------------
* Member, Conseil d'Administration
(1) Citizen of Switzerland
</TABLE>
29
<PAGE>
Schedule E
----------
Executive Officers and
Members of Conseil d'Administration
of
AXA ASSURANCES I.A.R.D. MUTUELLE
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of AXA Assurances I.A.R.D. Mutuelle
and their business addresses and principal occupations are set forth below. If
no address is given, the Member's or Executive Officer's business address is
that of AXA Assurances I.A.R.D. Mutuelle at 21, rue de Chateaudun, 75009 Paris,
France. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to AXA Assurances I.A.R.D. Mutuelle and each individual
is a citizen of the Republic of France.
<TABLE>
<CAPTION>
<S> <C>
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman and Chief Executive Officer; Chairman
23, avenue Matignon and Chief Executive Officer, AXA
75008 Paris, France
Jean-Luc Bertozzi Assistant Chief Executive Officer
* Henri de Castries Executive Vice President, Financial Services
23, avenue Matignon and Life Insurance Activities outside France,
75008 Paris, France AXA
* Jean-Pierre Chaffin Manager, Federation de la Metallurgie (industry)
5, rue la Bruyere
75009 Paris, France
* Gerard Coutelle Retired
* Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie, France
* Patrice Garnier Retired
* Henri Lachmann Chairman and Chief Executive Officer, Strafor
56, rue Jean Giraudoux Facom (office furniture)
67000 Strasbourg, France
* Francois Richer Retired
* Georges Rousseau Chairman, Apave Normandies (consulting)
2, rue des Mouettes
76130 Mont Saint Aignan, France
* Claude Tendil Chief Executive Officer; Executive Vice
21, rue de Chateaudun President, French Insurance Activities and
75009 Paris, France Non-Life and Composite Insurance Activities
outside France, AXA
* Nicolas Thiery Chairman and Chief Executive Officer,
6 Cite de la Chapelle Etablissements Jaillard (management consulting)
75018 Paris, France
* Francis Vaudour Chief Executive Officer, Segafredo Zanetti
14, boulevard Industriel France S.A. (coffee importing and processing)
76301 Sotteville les Rouen, France
------- -------------------------------------------------
* Member, Conseil d'Administration
</TABLE>
30
<PAGE>
Schedule F
----------
Executive Officers and
Members of Conseil d'Administration
of
AXA ASSURANCES VIE MUTUELLE
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of AXA Assurances Vie Mutuelle and
their business addresses and principal occupations are set forth below. If no
address is given, the Member's or Executive Officer's business address is that
of AXA Assurances Vie Mutuelle at 21, rue de Chateaudun, 75009 Paris, France.
Unless otherwise indicated, each occupation set forth opposite an individual's
name refers to AXA Assurances Vie Mutuelle and each individual is a citizen of
the Republic of France.
<TABLE>
<CAPTION>
<S> <C>
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman and Chief Executive Officer; Chairman
23, avenue Matignon and Chief Executive Officer, AXA
75008 Paris, France
Jean-Luc Bertozzi Assistant Chief Executive Officer
* Henri de Castries Executive Vice President, Financial Services
23, avenue Matignon and Life Insurance Activities outside France,
75008 Paris, France AXA
* Jean-Pierre Chaffin Manager, Federation de la Metallurgie (industry)
5, rue la Bruyere
75009 Paris, France
* Henri de Clermont-Tonnerre Chairman, Societe d'Armement et de Navigation
90, rue de Miromesnil Charles Schiaffino (transportation)
75008 Paris, France
* Gerard Coutelle Retired
* Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie, France
* Henri Lachmann Chairman and Chief Executive Officer, Strafor
56, rue Jean Giraudoux Facom (office furniture)
67000 Strasbourg, France
* Francois Richer Retired
* Georges Rousseau Chairman, Apave Normandies (consulting)
2, rue des Mouettes
76130 Mont Saint Aignan, France
* Claude Tendil Chief Executive Officer; Executive Vice
21, rue de Chateaudun President, French Insurance Activities and
75009 Paris, France Non-Life and Composite Insurance Activities
outside France, AXA
* Nicolas Thiery Chairman and Chief Executive Officer,
6 Cite de la Chapelle Etablissements Jaillard (management consulting)
75018 Paris, France
* Francis Vaudour Chief Executive Officer, Segafredo Zanetti
14, boulevard Industriel France S.A. (coffee importing and processing)
76301 Sotteville les Rouen, France
------- -------------------------------------------------
* Member, Conseil d'Administration
</TABLE>
31
<PAGE>
Schedule G
----------
Executive Officers and
Members of Conseil d'Administration
of
ALPHA ASSURANCES I.A.R.D. MUTUELLE
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of Alpha Assurances I.A.R.D. Mutuelle
and their business addresses and principal occupations are set forth below. If
no address is given, the Member's or Executive Officer's business address is
that of Alpha Assurances I.A.R.D. Mutuelle at Tour Franklin, 100/101 Terrasse
Boieldieu, Cedex 11, 92042 Paris La Defense, France. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to Alpha
Assurances I.A.R.D. Mutuelle and each individual is a citizen of the Republic of
France.
<TABLE>
<CAPTION>
<S> <C>
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman and Chief Executive Officer; Chairman
23, avenue Matignon and Chief Executive Officer, AXA
75008 Paris, France
* Henri Brischoux Manager, AXA Assurances
21, rue de Chateaudun
75009 Paris, France
* Henri de Castries Executive Vice President, Financial Services
23, avenue Matignon and Life Insurance Activities outside France,
75008 Paris, France AXA
* Henri de Clermont-Tonnerre Chairman, Societe d'Armement et de Navigation
90, rue de Miromesnil Charles Schiaffino (transportation)
75008 Paris, France
* Bernard Cornille Audit Manager, AXA Assurances
21, rue de Chateaudun
75009 Paris, France
* Claude Fath Manager
* Patrice Garnier Retired
* Henri Lachmann Chairman and Chief Executive Officer, Strafor
56, rue Jean Giraudoux Facom (office furniture)
67000 Strasbourg, France
* Claude Peter Retired
* Georges Rousseau Chairman, Apave Normandies (consulting)
2, rue des Mouettes
76130 Mont Saint Aignan, France
* Claude Tendil Chief Executive Officer; Executive Vice
21, rue de Chateaudun President, French Insurance Activities and
75009 Paris, France Non-Life and Composite Insurance Activities
outside France, AXA
------- -------------------------------------------------
* Member, Conseil d'Administration
</TABLE>
32
<PAGE>
Schedule H
----------
Executive Officers and
Members of Conseil d'Administration
of
ALPHA ASSURANCES VIE MUTUELLE
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of Alpha Assurances Vie Mutuelle and
their business addresses and principal occupations are set forth below. If no
address is given, the Member's or Executive Officer's business address is that
of Alpha Assurances Vie Mutuelle at Tour Franklin, 100/101 Terrasse Boieldieu,
Cedex 11, 92042 Paris La Defense, France. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to Alpha Assurances
Vie Mutuelle and each individual is a citizen of the Republic of France.
<TABLE>
<CAPTION>
<S> <C>
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman and Chief Executive Officer; Chairman
23, avenue Matignon and Chief Executive Officer, AXA
75008 Paris, France
* Henri de Castries Executive Vice President, Financial Services
23, avenue Matignon and Life Insurance Activities outside France,
75008 Paris, France AXA
* Henri de Clermont-Tonnerre Chairman, Societe d'Armement et de Navigation
90, rue de Miromesnil Charles Schiaffino (transportation)
75008 Paris, France
* Claude Fath Manager
* Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie, France
* Patrice Garnier Retired
* Henri Lachmann Chairman and Chief Executive Officer, Strafor
56, rue Jean Giraudoux Facom (office furniture)
67000 Strasbourg, France
* Georges Rousseau Chairman, Apave Normandies (consulting)
2, rue des Mouettes
76130 Mont Saint Aignan, France
* Claude Tendil Chief Executive Officer; Executive Vice
21, rue de Chateaudun President, French Insurance Activities and
75009 Paris, France Non-Life and Composite Insurance Activities
outside France, AXA
* Francis Vaudour Chief Executive Officer, Segafredo Zanetti
14, boulevard Industriel France S.A. (coffee importing and processing)
76301 Sotteville les Rouen
France
------- -------------------------------------------------
* Member, Conseil d'Administration
</TABLE>
33
<PAGE>
Schedule I
----------
Executive Officers and
Members of Conseil d'Administration
of
UNI EUROPE ASSURANCE MUTUELLE
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of Uni Europe Assurance Mutuelle and
their business addresses and principal occupations are set forth below. If no
address is given, the Member's or Executive Officer's business address is that
of Uni Europe Assurance Mutuelle at 24, rue Drouot, 75009 Paris, France. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to Uni Europe Assurance Mutuelle and each individual is a citizen of the
Republic of France.
<TABLE>
<CAPTION>
<S> <C>
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman and Chief Executive Officer; Chairman
23, avenue Matignon and Chief Executive Officer, AXA
75008 Paris, France
* Henri de Castries Executive Vice President, Financial Services
23, avenue Matignon and Life Insurance Activities outside France,
75008 Paris, France AXA
* Francis Cordier Chairman and Chief Executive Officer, Group
rue Nicephone Niepce BP 232 76304 Sotteville Demay Lesieur (food industry)
Les Rouen, France
* Gerard Coutelle Retired
* Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie, France
* Patrice Garnier Retired
* Henri Lachmann Chairman and Chief Executive Officer, Strafor
56, rue Jean Giraudoux Facom (office furniture)
67000 Strasbourg, France
* Francis Magnan Chairman and Chief Executive Officer, Groupe
50, boulevard des Dames Daher (air and sea transportation)
13002 Marseille, France
* Jean de Ribes Chief Executive Officer, Banque Rivaud (banking)
13, rue Notre Dame des Victoires 75008 Paris,
France
* Georges Rousseau Chairman, Apave Normandies (consulting)
2, rue des Mouettes
76130 Mont Saint Aignan, France
* Jean-Paul Saillard Corporate Secretary, AXA
23, avenue Matignon
75008 Paris, France
* Claude Tendil Chief Executive Officer; Executive Vice
21, rue de Chateaudun President, French Insurance Activities and
75009 Paris, France Non-Life and Composite Insurance Activities
outside France, AXA
------- -------------------------------------------------
* Member, Conseil d'Administration
</TABLE>
34
<PAGE>
Exhibit 1
---------
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, each of the persons named below agrees to the joint filing of
a Statement on Schedule 13D (including amendments thereto) with respect to the
common stock, par value $0.01 per share, of Furr's/Bishop's, Incorporated, a
Delaware corporation, and further agrees that this Joint Filing Agreement be
included as an exhibit to such filings provided that, as contemplated by Section
13d-1(f)(l)(ii), no person shall be responsible for the completeness or accuracy
of the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is inaccurate. This
Joint Filing may be executed in any number of counterparts, all of which
together shall constitute one and the same instrument.
Dated: August 7, 1996
EQ Asset Trust 1993
By: The Chase Manhattan Bank, N.A., as Trustee
By: /s/ Kimberly Costa
Account Officer
Alliance Capital Management L.P.
By: Alliance Capital Management Corporation,
as General Partner
By: /s/ Mark R. Manley
Vice President and Counsel
The Equitable Companies Incorporated
By: /s/ Alvin H. Fenichel
Senior Vice President and Controller
AXA
Finaxa
AXA Assurances I.A.R.D. Mutuelle
AXA Assurances Vie Mutuelle
Alpha Assurances I.A.R.D. Mutuelle
Alpha Assurances Vie Mutuelle
Uni Europe Assurance Mutuelle
Claude Bebear, as AXA Voting Trustee
Patrice Garnier, as AXA Voting Trustee
Henri de Clermont-Tonnerre, as AXA Voting Trustee
Signed on behalf of each of the above
By: /s/ Richard V. Silver
Attorney-in-fact
35
<PAGE>
Exhibit 2
---------
Power of Attorney
AXA, a societe anonyme organized under the laws of Republic of France,
(the "Corporation"), hereby constitutes and appoints each of Richard V. Silver,
Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky, acting singly, as the
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for the Corporation and in the name, place and stead of the
Corporation, in any and all capacities, to execute for and on behalf of the
Corporation, all Schedules 13D and Schedules 13G as required by the Securities
Exchange Act of 1934, as amended, and any and all amendments thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, the issuer and relevant
stock exchanges (individually, each a "Filing"); provided, however, that unless
specifically instructed in writing by the Corporation, this Power of Attorney
does not authorize any of the above-listed attorneys-in-fact and agents of the
Corporation (or any person substituted or resubstituted therefor) to execute or
file for or on behalf of the Corporation any Filing with respect to (i) the
Common Stock, par value $.01 per share, of The Equitable Companies Incorporated,
a Delaware corporation, or (ii) the Units Representing Assignments of Beneficial
Ownership of Limited Partnership Interests in Alliance Capital Management L.P.,
a Delaware limited partnership. The Corporation hereby grants to such
attorneys-in-fact and agents of the Corporation full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as the Corporation might or could, and hereby
ratifies and confirms all that said attorneys-in-fact and agents of the
Corporation or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and
agents of the Corporation, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13(d) of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents
shall continue in force until notice of the revocation of this Power of Attorney
has been received by the said attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power
of Attorney this 24 day of June,1996.
AXA
By: /s/ Claude Bebear
Chairman and CEO
36
<PAGE>
Power of Attorney
Finaxa, a societe anonyme organized under the laws of Republic of
France (the "Corporation"), hereby constitutes and appoints each of Richard V.
Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky, acting singly,
as the true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the Corporation and in the name, place and
stead of the Corporation, in any and all capacities, to execute for and on
behalf of the Corporation, all Schedules 13D and Schedules 13G as required by
the Securities Exchange Act of 1934, as amended, and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, the issuer
and relevant stock exchanges (individually, each a "Filing"); provided, however,
that unless specifically instructed in writing by the Corporation, this Power of
Attorney does not authorize any of the above-listed attorneys-in-fact and agents
of the Corporation (or any person substituted or resubstituted therefor) to
execute or file for or on behalf of the Corporation any Filing with respect to
(i) the Common Stock, par value $.01 per share, of The Equitable Companies
Incorporated, a Delaware corporation, or (ii) the Units Representing Assignments
of Beneficial Ownership of Limited Partnership Interests in Alliance Capital
Management L.P., a Delaware limited partnership. The Corporation hereby grants
to such attorneys-in-fact and agents of the Corporation full power and authority
to do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as the Corporation might or could,
and hereby ratifies and confirms all that said attorneys-in-fact and agents of
the Corporation or their substitute or substitutes may lawfully do or cause to
be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and
agents of the Corporation, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13(d) of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents
shall continue in force until notice of the revocation of this Power of Attorney
has been received by the said attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power
of Attorney this 24 day of June,1996.
FINAXA
By: /s/ Claude Bebear
Chairman and CEO
37
<PAGE>
Power of Attorney
AXA Assurances Vie Mutuelle, a mutual insurance company organized under
the laws of the Republic of France (the "Corporation"), hereby constitutes and
appoints each of Richard V. Silver, Henry Q. Conley, Alvin H. Fenichel and Allen
J. Zabusky, acting singly, as the true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for the Corporation and in
the name, place and stead of the Corporation, in any and all capacities, to
execute for and on behalf of the Corporation, all Schedules 13D and Schedules
13G as required by the Securities Exchange Act of 1934, as amended, and any and
all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, the issuer and relevant stock exchanges (individually, each a
"Filing"); provided, however, that unless specifically instructed in writing by
the Corporation, this Power of Attorney does not authorize any of the
above-listed attorneys-in-fact and agents of the Corporation (or any person
substituted or resubstituted therefor) to execute or file for or on behalf of
the Corporation any Filing with respect to (i) the Common Stock, par value $.01
per share, of The Equitable Companies Incorporated, a Delaware corporation, or
(ii) the Units Representing Assignments of Beneficial Ownership of Limited
Partnership Interests in Alliance Capital Management L.P., a Delaware limited
partnership. The Corporation hereby grants to such attorneys-in-fact and agents
of the Corporation full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as the Corporation might or could, and hereby ratifies and confirms all
that said attorneys-in-fact and agents of the Corporation or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and
agents of the Corporation, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13(d) of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents
shall continue in force until notice of the revocation of this Power of Attorney
has been received by the said attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power
of Attorney this 24 day of June,1996.
AXA ASSURANCES VIE MUTUELLE
By: /s/ Claude Tendil
Chief Executive Officer
38
<PAGE>
Power of Attorney
Uni Europe Assurance Mutuelle, a mutual insurance company organized
under the laws of the Republic of France (the "Corporation"), hereby constitutes
and appoints each of Richard V. Silver, Henry Q. Conley, Alvin H. Fenichel and
Allen J. Zabusky, acting singly, as the true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the Corporation
and in the name, place and stead of the Corporation, in any and all capacities,
to execute for and on behalf of the Corporation, all Schedules 13D and Schedules
13G as required by the Securities Exchange Act of 1934, as amended, and any and
all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, the issuer and relevant stock exchanges (individually, each a
"Filing"); provided, however, that unless specifically instructed in writing by
the Corporation, this Power of Attorney does not authorize any of the
above-listed attorneys-in-fact and agents of the Corporation (or any person
substituted or resubstituted therefor) to execute or file for or on behalf of
the Corporation any Filing with respect to (i) the Common Stock, par value $.01
per share, of The Equitable Companies Incorporated, a Delaware corporation, or
(ii) the Units Representing Assignments of Beneficial Ownership of Limited
Partnership Interests in Alliance Capital Management L.P., a Delaware limited
partnership. The Corporation hereby grants to such attorneys-in-fact and agents
of the Corporation full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as the Corporation might or could, and hereby ratifies and confirms all
that said attorneys-in-fact and agents of the Corporation or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and
agents of the Corporation, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13(d) of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents
shall continue in force until notice of the revocation of this Power of Attorney
has been received by the said attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power
of Attorney this 24 day of June,1996.
UNI EUROPE ASSURANCE MUTUELLE
By: /s/ Claude Tendil
Chief Executive Officer
39
<PAGE>
Power of Attorney
Alpha Assurances Vie Mutuelle, a mutual insurance company organized
under the laws of the Republic of France (the "Corporation"), hereby constitutes
and appoints each of Richard V. Silver, Henry Q. Conley, Alvin H. Fenichel and
Allen J. Zabusky, acting singly, as the true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the Corporation
and in the name, place and stead of the Corporation, in any and all capacities,
to execute for and on behalf of the Corporation, all Schedules 13D and Schedules
13G as required by the Securities Exchange Act of 1934, as amended, and any and
all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, the issuer and relevant stock exchanges (individually, each a
"Filing"); provided, however, that unless specifically instructed in writing by
the Corporation, this Power of Attorney does not authorize any of the
above-listed attorneys-in-fact and agents of the Corporation (or any person
substituted or resubstituted therefor) to execute or file for or on behalf of
the Corporation any Filing with respect to (i) the Common Stock, par value $.01
per share, of The Equitable Companies Incorporated, a Delaware corporation, or
(ii) the Units Representing Assignments of Beneficial Ownership of Limited
Partnership Interests in Alliance Capital Management L.P., a Delaware limited
partnership. The Corporation hereby grants to such attorneys-in-fact and agents
of the Corporation full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as the Corporation might or could, and hereby ratifies and confirms all
that said attorneys-in-fact and agents of the Corporation or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and
agents of the Corporation, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13(d) of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents
shall continue in force until notice of the revocation of this Power of Attorney
has been received by the said attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power
of Attorney this 24 day of June,1996.
ALPHA ASSURANCES VIE MUTUELLE
By: /s/ Claude Tendil
Chief Executive Officer
40
<PAGE>
Power of Attorney
Alpha Assurances I.A.R.D. Mutuelle, a mutual insurance company
organized under the laws of the Republic of France (the "Corporation") hereby
constitutes and appoints each of Richard V. Silver, Henry Q. Conley, Alvin H.
Fenichel and Allen J. Zabusky, acting singly, as the true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for the Corporation and in the name, place and stead of the Corporation, in any
and all capacities, to execute for and on behalf of the Corporation, all
Schedules 13D and Schedules 13G as required by the Securities Exchange Act of
1934, as amended, and any and all amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, the issuer and relevant stock exchanges
(individually, each a "Filing"); provided, however, that unless specifically
instructed in writing by the Corporation, this Power of Attorney does not
authorize any of the above-listed attorneys-in-fact and agents of the
Corporation (or any person substituted or resubstituted therefor) to execute or
file for or on behalf of the Corporation any Filing with respect to (i) the
Common Stock, par value $.01 per share, of The Equitable Companies Incorporated,
a Delaware corporation, or (ii) the Units Representing Assignments of Beneficial
Ownership of Limited Partnership Interests in Alliance Capital Management L.P.,
a Delaware limited partnership. The Corporation hereby grants to such
attorneys-in-fact and agents of the Corporation full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as the Corporation might or could, and hereby
ratifies and confirms all that said attorneys-in-fact and agents of the
Corporation or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and
agents of the Corporation, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13(d) of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents
shall continue in force until notice of the revocation of this Power of Attorney
has been received by the said attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power
of Attorney this 24 day of June,1996.
ALPHA ASSURANCES I.A.R.D. MUTUELLE
By: /s/ Claude Tendil
Chief Executive Officer
41
<PAGE>
Power of Attorney
AXA Assurances I.A.R.D. Mutuelle, a mutual insurance company organized
under the laws of the Republic of France (the "Corporation"), hereby constitutes
and appoints each of Richard V. Silver, Henry Q. Conley, Alvin H. Fenichel and
Allen J. Zabusky, acting singly, as the true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the Corporation
and in the name, place and stead of the Corporation, in any and all capacities,
to execute for and on behalf of the Corporation, all Schedules 13D and Schedules
13G as required by the Securities Exchange Act of 1934, as amended, and any and
all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, the issuer and relevant stock exchanges (individually, each a
"Filing"); provided, however, that unless specifically instructed in writing by
the Corporation, this Power of Attorney does not authorize any of the
above-listed attorneys-in-fact and agents of the Corporation (or any person
substituted or resubstituted therefor) to execute or file for or on behalf of
the Corporation any Filing with respect to (i) the Common Stock, par value $.01
per share, of The Equitable Companies Incorporated, a Delaware corporation, or
(ii) the Units Representing Assignments of Beneficial Ownership of Limited
Partnership Interests in Alliance Capital Management L.P., a Delaware limited
partnership. The Corporation hereby grants to such attorneys-in-fact and agents
of the Corporation full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as the Corporation might or could, and hereby ratifies and confirms all
that said attorneys-in-fact and agents of the Corporation or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and
agents of the Corporation, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13(d) of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents
shall continue in force until notice of the revocation of this Power of Attorney
has been received by the said attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power
of Attorney this 24 day of June,1996.
AXA ASSURANCES I.A.R.D. MUTUELLE
By: /s/ Claude Tendil
Chief Executive Officer
42
<PAGE>
Power of Attorney
Claude Bebear, as a Voting Trustee (the "Trustee"), pursuant to a
Voting Trust Agreement dated as of May 12, 1992, by and among AXA, a societe
anonyme organized under the laws of Republic of France, and the Voting Trustees
identified therein, hereby constitutes and appoints each of Richard V. Silver,
Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky, acting singly, as the
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for the Trustee and in the name, place and stead of the Trustee,
in any and all capacities, to execute for and on behalf of the Trustee, all
Schedules 13D and Schedules 13G as required by the Securities Exchange Act of
1934, as amended, and any and all amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, the issuer and relevant stock exchanges
(individually, each a "Filing"); provided, however, that unless specifically
instructed in writing by the Trustee, this Power of Attorney does not authorize
any of the above-listed attorneys-in-fact and agents of the Trustee (or any
person substituted or resubstituted therefor) to execute or file for or on
behalf of the Trustee any Filing with respect to (i) the Common Stock, par value
$.01 per share, of The Equitable Companies Incorporated, a Delaware corporation,
or (ii) the Units Representing Assignments of Beneficial Ownership of Limited
Partnership Interests in Alliance Capital Management L.P., a Delaware limited
partnership. The Trustee hereby grants to such attorneys-in-fact and agents of
the Trustee full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the Trustee might or could, and hereby ratifies and confirms all that said
attorneys-in-fact and agents of the Trustee or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and
agents of the Trustee, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13(d) of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents
shall continue in force until notice of the revocation of this Power of Attorney
has been received by the said attorneys-in-fact and agents of the Trustee.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power
of Attorney this 24 day of June,1996.
By: /s/ Claude Bebear
Voting Trustee
43
<PAGE>
Power of Attorney
Henri de Clermont-Tonnerre, as a Voting Trustee (the "Trustee"),
pursuant to a Voting Trust Agreement dated as of May 12, 1992, by and among AXA,
a societe anonyme organized under the laws of Republic of France, and the Voting
Trustees identified therein, hereby constitutes and appoints each of Richard V.
Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky, acting singly,
as the true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the Trustee and in the name, place and
stead of the Trustee, in any and all capacities, to execute for and on behalf of
the Trustee, all Schedules 13D and Schedules 13G as required by the Securities
Exchange Act of 1934, as amended, and any and all amendments thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, the issuer and relevant
stock exchanges (individually, each a "Filing"); provided, however, that unless
specifically instructed in writing by the Trustee, this Power of Attorney does
not authorize any of the above-listed attorneys-in-fact and agents of the
Trustee (or any person substituted or resubstituted therefor) to execute or file
for or on behalf of the Trustee any Filing with respect to (i) the Common Stock,
par value $.01 per share, of The Equitable Companies Incorporated, a Delaware
corporation, or (ii) the Units Representing Assignments of Beneficial Ownership
of Limited Partnership Interests in Alliance Capital Management L.P., a Delaware
limited partnership. The Trustee hereby grants to such attorneys-in-fact and
agents of the Trustee full power and authority to do and perform each and every
act and thing requisite and necessary to be done, as fully to all intents and
purposes as the Trustee might or could, and hereby ratifies and confirms all
that said attorneys-in-fact and agents of the Trustee or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and
agents of the Trustee, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13(d) of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents
shall continue in force until notice of the revocation of this Power of Attorney
has been received by the said attorneys-in-fact and agents of the Trustee.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power
of Attorney this 24 day of June,1996.
By: /s/ Henri de Clermont-Tonnerre
Voting Trustee
44
<PAGE>
Power of Attorney
Patrice Garnier, as a Voting Trustee (the "Trustee"), pursuant to a
Voting Trust Agreement dated as of May 12, 1992, by and among AXA, a societe
anonyme organized under the laws of Republic of France, and the Voting Trustees
identified therein, hereby constitutes and appoints each of Richard V. Silver,
Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky, acting singly, as the
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for the Trustee and in the name, place and stead of the Trustee,
in any and all capacities, to execute for and on behalf of the Trustee, all
Schedules 13D and Schedules 13G as required by the Securities Exchange Act of
1934, as amended, and any and all amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, the issuer and relevant stock exchanges
(individually, each a "Filing"); provided, however, that unless specifically
instructed in writing by the Trustee, this Power of Attorney does not authorize
any of the above-listed attorneys-in-fact and agents of the Trustee (or any
person substituted or resubstituted therefor) to execute or file for or on
behalf of the Trustee any Filing with respect to (i) the Common Stock, par value
$.01 per share, of The Equitable Companies Incorporated, a Delaware corporation,
or (ii) the Units Representing Assignments of Beneficial Ownership of Limited
Partnership Interests in Alliance Capital Management L.P., a Delaware limited
partnership. The Trustee hereby grants to such attorneys-in-fact and agents of
the Trustee full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the Trustee might or could, and hereby ratifies and confirms all that said
attorneys-in-fact and agents of the Trustee or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and
agents of the Trustee, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13(d) of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents
shall continue in force until notice of the revocation of this Power of Attorney
has been received by the said attorneys-in-fact and agents of the Trustee.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power
of Attorney this 24 day of June,1996.
By: /s/ Patrice Garnier
Voting Trustee
45
