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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 3
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
[ ] 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:
Title of each class Name of each exchange
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
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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
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Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K
(a) The following documents are filed as part to this Annual
Report of Form 10-K:
(1) Financial Statements
The financial statements filed as part of this report
are listed in the "Index to Consolidated Financial
Statements" at Item 8.
(2) Financial Statement Schedule
Furr's/Bishop's, Incorporated
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Schedule Description Page No.
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II - Consolidated Valuation and Qualifying Accounts S-1
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Schedules not listed above have been omitted because they are either not
applicable, not material or the required information has been given in the
financial statements or in notes to the financial statements.
(b) Reports on Form 8-K
During the fourth quarter of 1996, the Company filed no reports on Form 8-K.
(c) Exhibits
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Exhibit No. Description
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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, between Cafeteria
Operators, L.P. and Fleet National Bank of Massachusetts (f/k/a 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, between Cafeteria
Operators, L.P. and Fleet National Bank of Massachusetts (f/k/a Shawmut Bank, N.A.),
incorporated by reference from the Registrant's Form 10-K for the year ended January
2, 1996.
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4.3 General Security Agreement, dated as of March 27, 1992, between Cafeteria Operators,
L.P. and Fleet National Bank of Massachusetts (f/k/a Shawmut Bank, N.A.),
incorporated by reference from the Registration Statement on Form S-1 of Cafeteria
Operators, L.P. (File No. 333-4578).
4.4 Security Agreement, dated as of March 27, 1992, between Cafeteria Operators, L.P.
and Fleet National Bank of Massachusetts (f/k/a Shawmut Bank, N.A.), incorporated by
reference from the Registration Statement on Form S-1 of Cafeteria Operators, L.P.
(File No. 333-4578).
4.5 Form of Assignment and Security Agreements relating to deposits at Amarillo National
Bank and Carlsbad National Bank, dated as of March 27, 1992, between Cafeteria
Operators, L.P. and Fleet National Bank of Massachusetts (f/k/a Shawmut Bank, N.A.),
incorporated by reference from the Registration Statement on Form S-1 of Cafeteria
Operators, L.P. (File No. 333-4578).
4.6 General Security Agreement, dated as of March 27, 1992, between Furr's/Bishop's
Specialty Group, L.P. and Fleet National Bank of Massachusetts (f/k/a Shawmut Bank,
N.A.), incorporated by reference from the Registration Statement on Form S-1 of
Cafeteria Operators, L.P. (File No. 333-4578).
4.7 Assignment for Security (Trademarks), dated as of March 27, 1992, by Cafeteria
Operators, L.P., filed with the Patent and Trademark Office, incorporated by
reference from the Registration Statement on Form S-1 of Cafeteria Operators, L.P.
(File No. 333-4578).
4.8 Assignment for Security (Trademarks), dated as of December 28, 1995, by Cafeteria
Operators, L.P., filed with the Patent and Trademark Office, incorporated by
reference from the Registration Statement on Form S-1 of Cafeteria Operators, L.P.
(File No. 333-4578).
4.9 Assignment for Security (Trademarks), dated as of December 28, 1995, by
Furr's/Bishop's Specialty Group, L.P., filed with the Patent and Trademark Office,
incorporated by reference from the Registration Statement on Form S-1 of Cafeteria
Operators, L.P. (File No. 333-4578).
4.10 Amended and Restated Security Agreement and Mortgage-Trademarks and Patents, dated
as of December 31, 1995, among Cafeteria Operators, L.P., Furr's/Bishop's Specialty
Group, L.P. and Fleet National Bank of Massachusetts (f/k/a Shawmut Bank, N.A.),
incorporated by reference from the Registration Statement on Form S-1 of Cafeteria
Operators, L.P. (File No. 333-4578).
4.11 Special Power of Attorney, dated as of March 27, 1992, by Cafeteria Operators, L.P.,
incorporated by reference from the Registration Statement on Form S-1 of Cafeteria
Operators, L.P. (File No. 333-4578).
4.12 Special Power of Attorney, dated as of December 28, 1995, by Cafeteria Operators,
L.P., incorporated by reference from the Registration Statement on Form S-1 of
Cafeteria Operators, L.P. (File No. 333-4578).
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4.13 Special Power of Attorney, dated as of December 28, 1995, by Furr's/Bishop's
Specialty Group, L.P., incorporated by reference from the Registration Statement on
Form S-1 of Cafeteria Operators, L.P. (File No. 333-4578).
4.14 Omnibus Agreement, dated as of November 15, 1995, among Cafeteria Operators, L.P.,
Furr's/Bishop's Specialty Group, L.P. and Fleet National Bank of Massachusetts
(f/k/a Shawmut Bank, N.A.) (included as Exhibit E to the Exchange Agreement filed as
Exhibit 10.1 and incorporated by reference from the Registrant's Registration
Statement on Form S-4 (File No. 33-92236)).
4.15 First Amendment to Deed of Trust, dated as of November 15, 1995, between Cafeteria
Operators, L.P. and Fleet National Bank of Massachusetts (f/k/a Shawmut Bank, N.A.)
for premises located at Pima County, Arizona, incorporated by reference from the
Registration Statement on Form S-1 of Cafeteria Operators, L.P. (File No. 333-4578).
4.16 First Amendment to Deed of Trust, dated as of November 15, 1995, between Cafeteria
Operators, L.P. and Fleet National Bank of Massachusetts (f/k/a Shawmut Bank, N.A.)
for premises located at Jefferson County, Colorado, incorporated by reference from
the Registration Statement on Form S-1 of Cafeteria Operators, L.P. (File No. 333-
4578).
4.17 First Amendment to Deed of Trust, dated as of November 15, 1995, between Cafeteria
Operators, L.P. and Fleet National Bank of Massachusetts (f/k/a Shawmut Bank, N.A.)
for premises located at Clark County, Nevada, incorporated by reference from the
Registration Statement on Form S-1 of Cafeteria Operators, L.P. (File No. 333-4578).
4.18 First Amendment to Deed of Trust, Security Agreement, Financing Statement, Fixture
Filing and Assignment of Rents and Leases, dated as of November 15, 1995, between
Cafeteria Operators, L.P. and Fleet National Bank of Massachusetts (f/k/a Shawmut
Bank, N.A.) for premises located at San Bernardino County, California, incorporated
by reference from the Registration Statement on Form S-1 of Cafeteria Operators,
L.P. (File No. 333-4578).
4.19 First Amendment to Mortgage, Security Agreement and Assignment of Leases and Rents,
dated as of November 15, 1995, between Cafeteria Operators, L.P. and Fleet National
Bank of Massachusetts (f/k/a Shawmut Bank, N.A.) for premises located at Johnson
County, Kansas, incorporated by reference from the Registration Statement on Form S-
1 of Cafeteria Operators, L.P. (File No. 333-4578).
4.20 First Amendment to Deed of Trust, Security Agreement and Assignment of Leases and
Rents, dated as of November 15, 1995, between Cafeteria Operators, L.P. and Fleet
National Bank of Massachusetts (f/k/a Shawmut Bank, N.A.) for premises located at
St. Louis County, Missouri, incorporated by reference from the Registration
Statement on Form S-1 of Cafeteria Operators, L.P. (File No. 333-4578).
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4.21 First Amendment to New Mexico Deed of Trust, dated as of November 15, 1995, between
Cafeteria Operators, L.P. and Fleet National Bank of Massachusetts (f/k/a Shawmut
Bank, N.A.). for premises located at Bernalillo County, New Mexico, incorporated by
reference from the Registration Statement on Form S-1 of Cafeteria Operators, L.P.
(File No. 333-4578).
4.22 First Amendment to Mortgage with Power of Sale, dated as of November 15, 1995,
between Cafeteria Operators, L.P. and Fleet National Bank of Massachusetts (f/k/a
Shawmut Bank, N.A.) for premises located at Tulsa County, Oklahoma, incorporated by
reference from the Registration Statement on Form S-1 of Cafeteria Operators, L.P.
(File No. 333-4578).
4.23 First Amendment to Deed of Trust, Security Agreement and Assignment of Leases, dated
as of November 15, 1995, between Cafeteria Operators, L.P. and Fleet National Bank
of Massachusetts (f/k/a Shawmut Bank, N.A.) for premises located at Taylor County,
Texas, incorporated by reference from the Registration Statement on Form S-1 of
Cafeteria Operators, L.P. (File No. 333-4578).
4.24 First Amendment to Deed of Trust, Security Agreement and Assignment of Leases, dated
as of November 15, 1995, between Cafeteria Operators, L.P. and Fleet National Bank
of Massachusetts (f/k/a Shawmut Bank, N.A.) for premises located at Cameron County,
Texas, incorporated by reference from the Registration Statement on Form S-1 of
Cafeteria Operators, L.P. (File No. 333-4578).
4.25 First Amendment to Deed of Trust, Security Agreement and Assignment of Leases, dated
as of November 15, 1995, between Cafeteria Operators, L.P. and Fleet National Bank
of Massachusetts (f/k/a Shawmut Bank, N.A.) for premises located at Dallas County,
Texas, incorporated by reference from the Registration Statement on Form S-1 of
Cafeteria Operators, L.P. (File No. 333-4578).
4.26 First Amendment to Deed of Trust, Security Agreement and Assignment of Leases, dated
as of November 15, 1995, between Cafeteria Operators, L.P. and Fleet National Bank
of Massachusetts (f/k/a Shawmut Bank, N.A.) for premises located at Lubbock County,
Texas, incorporated by reference from the Registration Statement on Form S-1 of
Cafeteria Operators, L.P. (File No. 333-4578).
4.27 First Amendment to Deed of Trust, Security Agreement and Assignment of Leases, dated
as of November 15, 1995, between Cafeteria Operators, L.P. and Fleet National Bank
of Massachusetts (f/k/a Shawmut Bank, N.A.) for premises located at Grayson County,
Texas, incorporated by reference from the Registration Statement on Form S-1 of
Cafeteria Operators, L.P. (File No. 333-4578).
4.28 First Amendment to Deed of Trust, Security Agreement and Assignment of Leases, dated
as of November 15, 1995, between Cafeteria Operators, L.P. and Fleet National Bank
of Massachusetts (f/k/a Shawmut Bank, N.A.) for premises located at Hopkins County,
Texas, 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 11% Senior Secured Notes,
incorporated by reference from the Registrant's Registration Statement on Form S-4
(File No. 33-92236).
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10.2 Warrant Agreement dated as of July 10, 1995, 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,
among Kevin E. Lewis, Furr'/Bishop's, Incorporated and Cafeteria Operators, L.P.,
incorporated by reference from the Registrant's Registration Statement on Form S-1
(File No. 333-4576).
10.4 First Amendment to Consulting and Indemnity Agreement and General Release, dated as
of September 17, 1996, among Kevin E. Lewis, Furr's/Bishop's, Incorporated and
Cafeteria Operators, L.P., incorporated by reference from Cafeteria Operators,
L.P.'s Form 10-K for the fiscal year ended December 31, 1996.
10.5 Master Sublease Agreement, dated as of December 1, 1986, between Kmart Corporation
and Cafeteria Operators, L.P. (as successor in interest to Furr's Cafeterias, Inc.),
incorporated by reference from the Registration Statement on Form S-1 of Calvacade
Foods, Inc., Furr's Cafeterias, Inc. and Bishop Buffets, Inc. (File No. 33-11842).
10.6 Amendment, with respect to the Master Sublease Agreement, dated as of December 1,
1993, between Kmart Corporation and Cafeteria Operators, L.P., incorporated by
reference from the Registrant's Form 8-K dated November 15, 1993.
10.7 1995 Stock Option Plan of Furr's/Bishop's, Incorporated, incorporated by reference
from Annex B of the Prospectus included in the Registrant's Registration Statement
on Form S-4 (File No. 33-92236).
21.0 Subsidiaries of the Registrant, previously filed.
23.1 Consent of KPMG Peat Marwick LLP, as independent certified public accountants.
23.2 Consent of Deloitte & Touche LLP, as independent certified public accountants.
27.0 Financial Data Schedule, previously filed.
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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: March 18, 1998 /s/ Alton R. Smith
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Alton R. Smith
Principal Accounting Officer
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INDEX TO EXHIBITS
Exhibit No. Description
23.1 Consent of KPMG Peat Marwick LLP, as independent
certified public accountants.
23.2 Consent of Deloitte & Touche LLP, as independent
certified public accountants,
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTS
The Board of Directors
Furr's/Bishop's, Incorporated:
We consent to incorporation by reference in the registration statement (No.
333-11291) on Form S-8 of Furr's/Bishop's, Incorporated of our report dated
February 7, 1997, relating to the consolidated balance sheet of
Furr's/Bishop's, Incorporated and subsidiaries as of December 31, 1996, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the year ended December 31, 1996, and the related schedule, which
report appears in the December 31, 1996 annual report on Form 10-K of
Furr's/Bishop's, Incorporated. Our report refers to a change in accounting for
impairment of long-lived assets and for long-lived assets to be disposed of to
conform to Statement of Financial Accounting Standards No. 121.
/s/
KPMG Peat Marwick LLP
Dallas, Texas
March 18, 1998
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Furr's/Bishop's, Incorporated on Form S-8 (File No. 333-11291) of
our report dated March 28, 1996, regarding our audits of the consolidated
balance sheet of Furr's/ Bishop's, Incorporated and subsidiaries as of January
2, 1996, and the related consolidated statements of operations, stockholders'
deficit and cash flows and financial schedules for the 52-week year ended
January 2, 1996, and the 53-week year ended January 3, 1995, which report is
included in the Annual Report on Form 10-K for the fiscal year ended December
31, 1996.
/s/
DELOITTE & TOUCHE L.L.P.
Dallas, Texas
March 19, 1998
