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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 1998
REGISTRATION NO. 333-4576
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-1
(PREPARED ON FORM S-3)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FURR'S/BISHOP'S, INCORPORATED
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 5812 75-2350724
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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6901 QUAKER AVENUE
LUBBOCK, TEXAS 79413
(806) 792-7151
(Address, including zip code, and telephone number,
including area code, of Registrant's principal
executive offices)
THEODORE J. PAPIT
FURR'S/BISHOP'S, INCORPORATED
6901 QUAKER AVENUE
LUBBOCK, TEXAS 79413
(806) 792-7151
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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with a copy to:
KENNETH L. STEWART, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
2200 ROSS AVENUE, SUITE 2800
DALLAS, TEXAS 75201
(214) 855-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ______________________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] ______________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
Exhibits Description
*4.1 -- Amended and Restated Certificate of Incorporation
of Furr's/Bishop's, Incorporated.
++4.2 -- By-laws of Furr's/Bishop's, Incorporated (as
amended December 3, 1997).
**4.3 -- Certificate of Amendment to the Amended and
Restated Certificate of Incorporation of
Furr's/Bishop's, Incorporated.
+4.4 -- Second Certificate of Amendment to the Amended and
Restated Certificate of Incorporation of
Furr's/Bishop's, Incorporated.
*4.5 -- 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.).
+4.6 -- 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.).
***4.7 -- General Security Agreement, dated March 27, 1992,
between Cafeteria Operators, L.P. and Shawmut Bank,
N.A.
***4.8 -- Security Agreement, dated March 27, 1992, between
Cafeteria Operators, L.P. and Shawmut Bank, N.A.
***4.9 -- Form of Assignment and Security Agreements
relating to deposits at Amarillo National Bank and
Carlsbad National Bank, dated March 27, 1992,
between Cafeteria Operators, L.P. and Shawmut Bank,
N.A.
***4.10 -- General Security Agreement, dated March 27, 1992,
between Furr's/Bishop's Specialty Group, L.P. and
Shawmut Bank, N.A.
***4.11 -- Assignment for Security (Trademarks), dated March
27, 1992, by Cafeteria Operators, L.P. filed with
the Patent and Trademark Office.
***4.12 -- Assignment for Security (Trademarks), dated as of
December 28, 1995, by Cafeteria Operators, L.P.
filed with the Patent and Trademark Office.
***4.13 -- 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.
***4.14 -- 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.).
***4.15 -- Special Power of Attorney, dated March 27, 1992, by
Cafeteria Operators, L.P.
***4.16 -- Special Power of Attorney, dated as of December 28,
1995, by Cafeteria Operators, L.P.
***4.17 -- Special Power of Attorney, dated as of December
28, 1995, by Furr's/Bishop's Specialty Group, L.P.
**4.18 -- Omnibus Agreement, dated as of November 15, 1995,
among Cafeteria Operators, L.P., 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, dated as of November 15,
1995, among Furr's/Bishop's, Incorporated,
Cafeteria Operators, L.P. and holders of 11% Senior
Secured Notes).
***4.19 -- 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.
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***4.20 -- 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.
***4.21 -- 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.
***4.22 -- 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.
***4.23 -- 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.
***4.24 -- 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.
***4.25 -- First Amendment to New Mexico Deed of Trust, 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.
***4.26 -- 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.
***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
Taylor County, Texas.
***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
Cameron County, Texas.
***4.29 -- 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.
***4.30 -- 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.
***4.31 -- 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.
***4.32 -- 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.
++5.1 -- Opinion of Fulbright & Jaworski L.L.P.
++23.1 -- Consent of KPMG Peat Marwick LLP as independent
certified public accountants.
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++23.2 -- Consent of Deloitte & Touche LLP as independent
certified public accountants.
++23.3 -- Consent of Fulbright & Jaworski L.L.P. (included in
their opinion filed as Exhibit 5.1).
++24.1 -- Power of Attorney (included in the Signature Page
to the Registration Statement).
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* INCORPORATED BY REFERENCE FROM FURR'S/BISHOP'S, INCORPORATED'S
REGISTRATION STATEMENT ON FORM S-4, FILE NO. 33-38978.
** INCORPORATED BY REFERENCE FROM FURR'S/BISHOP'S, INCORPORATED'S
REGISTRATION STATEMENT ON FORM S-4, FILE NO. 33-92236.
*** INCORPORATED BY REFERENCE FROM CAFETERIA OPERATORS, L.P.'S REGISTRATION
STATEMENT ON FORM S-1, FILE NO. 333-4578.
+ INCORPORATED BY REFERENCE FROM FURR'S/BISHOP'S, INCORPORATED'S FORM
10-K FOR THE FISCAL YEAR ENDED JANUARY 2, 1996.
++ PREVIOUSLY FILED.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lubbock, State of Texas, on March 24, 1998.
FURR'S/BISHOP'S INCORPORATED
By: /s/ Theodore J. Papit
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Theodore J. Papit
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
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SIGNATURE Title Page
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/s/ Theodore J. Papit President, Chief Executive March 24, 1998
------------------------- Officer and Director
Theodore J. Papit
* Director March 24, 1998
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Kevin E. Lewis
* Director March 24, 1998
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E.W. Williams, Jr.
* Director March 24, 1998
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Suzanne Hopgood
* Director March 24, 1998
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Gilbert C. Osnos
* Director March 24, 1998
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Kenneth R. Reimer
/s/ Alton R. Smith Principal Accounting and March 24, 1998
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Alton R. Smith Principal Financial
Officer
By: /s/ Kevin E. Lewis
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Kevin E. Lewis
Attorney-in-Fact
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