UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO.2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number 1-10725
Furr's/Bishop's, Incorporated
(Exact name of Registrant as specified in its charter)
DELAWARE 75-2350724
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6901 QUAKER AVE., LUBBOCK, TX 79413
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (806) 792-7151
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, par value New York Stock Exchange
$.01 per share
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days.
Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.[X]
The aggregate market value of the Voting Stock held by non-affiliates of
the Registrant, based upon the closing price of the registrant's Common Stock
on March 11, 1997 was $73,007,906.
The number of shares outstanding of each of the registrant's classes of
stock as of the latest practicable date are as follows:
Shares Outstanding
Class as of March 11, 1997
Common Stock, par value $.01 per share 48,671,937
DOCUMENTS INCORPORATED BY REFERENCE
NONE
<PAGE>
Item 14(c) is amended to read as follows:
(c) Exhibits
Exhibit
No. Description
3.1 Amended and Restated Certificate of Incorporation of Furr's/Bishop's,
Incorporated, incorporated by reference from the Registrant's
Registration Statement on Form S-4 (File No. 33-38978).
3.2 By-laws of Furr's/Bishop's, Incorporated, as amended September 17, 1996,
incorporated by reference from the Registrant's Form 10-Q for the
quarter ended October 1, 1996.
3.3 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of Furr's/Bishop's, Incorporated, incorporated by
reference from the Registrant's Registration Statement on form S-4 (File
No. 33-92236).
3.4 Second Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of Furr's/Bishop's, Incorporated, incorporated by
reference from the Registrant's Form 10-K for the year ended January 2,
1996.
4.1 Amended and Restated Indenture, dated as of November 15, 1995, by and
between Cafeteria Operators, L.P. and Fleet National Bank of
Massachusetts (fka Shawmut Bank, N.A.), incorporated by reference from
the Registration Statement on Form S-1 of Cafeteria Operators, L.P.
(File No. 333-4578).
4.2 First Supplemental Indenture dated as of January 24, 1996, by and
between Cafeteria Operators, L.P. and Fleet National Bank of
Massachusetts (fka Shawmut Bank, N.A.), incorporated by reference from
the Registration Statement on Form S-1 of Cafeteria Operators, L.P.
(File No. 333-4578).
10.1 Exchange Agreement, dated as of November 15, 1995, among
Furr's/Bishop's, Incorporated, Cafeteria Operators, L.P. and holders of
the 11% Senior Secured Notes, incorporated by reference from
Registrant's Registration Statement on Form S-4 (File No. 33-92236).
10.2 Warrant Agreement dated as of July 10, 1995 by and between
Furr's/Bishop's, Incorporated and Chemical Bank, incorporated by
reference from the Registrant's Registration Statement on Form S-4 (File
No. 33-92236).
10.3 Consulting and Indemnity Agreement and General Release, dated as of June
7, 1996 by and between Kevin E. Lewis, Furr's/Bishop's, Incorporated and
Cafeteria Operators, L.P., incorporated by reference from the
Registrant's Registration Statement on Form S-1 (File No. 333-4876).
10.4 First Amendment to Consulting and Indemnity Agreement and General
Release, dated as of September 17, 1996 by and between Kevin E. Lewis,
Furr's/Bishop's, Incorporated and Cafeteria Operators, L.P.,
incorporated by reference from the Form 10-K for the fiscal year ended
December 31, 1996 of Cafeteria Operators, L.P. (File No. 333-4578).
11.0 Computation of Net Income (Loss) Per Common Share
<PAGE>
21.0 Subsidiaries of the Registrant.
27.0 Financial Data Schedule.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FURR'S/BISHOP'S, INCORPORATED
DATE: May 12, 1997 /s/ Alton R. Smith
---------------------------
Alton R. Smith
Principal Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FURR'S/BIHSOP'S, INCORPORATED FINANCIAL STATEMENTS AS OF AND FOR THE PERIOD
ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-03-1996
<PERIOD-END> DEC-31-1996
<CASH> 3,696
<SECURITIES> 0
<RECEIVABLES> 1,205
<ALLOWANCES> 19
<INVENTORY> 5,722
<CURRENT-ASSETS> 10,984
<PP&E> 119,520
<DEPRECIATION> 55,714
<TOTAL-ASSETS> 75,259
<CURRENT-LIABILITIES> 26,951
<BONDS> 69,147
0
0
<COMMON> 487
<OTHER-SE> (35,543)
<TOTAL-LIABILITY-AND-EQUITY> 75,259
<SALES> 197,427
<TOTAL-REVENUES> 197,427
<CGS> 61,671
<TOTAL-COSTS> 61,671
<OTHER-EXPENSES> 127,150
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 243
<INCOME-PRETAX> 8,363
<INCOME-TAX> 0
<INCOME-CONTINUING> 8,363
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,363
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
</TABLE>
