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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(C) or
Section 240.14a-12
FURR'S/BISHOP'S, INCORPORATED
(Name of Registrant as Specified In Its Charter)
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF AMERICA
730 THIRD AVENUE
NEW YORK, NEW YORK 10017
ANNUAL MEETING -- MAY 28, 1998
PLEASE VOTE YOUR BLUE PROXY CARD TODAY
May 21, 1998
DEAR FELLOW STOCKHOLDER OF FURR'S/BISHOP'S, INCORPORATED:
Many thanks to those of you who have expressed overwhelming support for
Teachers Insurance and Annuity Association of America ("Teachers"). By now you
should have received Teachers' proxy materials. We are seeking to (i) elect
seven independent nominees to the Board of Directors of Furr's/Bishop's,
Incorporated (the "Company") and (ii) decrease the size of the Board of
Directors from nine to seven members.
As the Company's largest stockholder (owning 8,607,637 shares of the
Company's Common Stock or 17.7%), Teachers' investment has been significantly
hurt by the Company's performance under the leadership of a majority of the
Company's nominees over the past two years. Teachers, and its fellow
stockholders have watched the Company's stock price significantly decline during
this period to an all time low shortly before the filing of Teachers' Schedule
13D. Teachers believes there is something fundamentally wrong at the Company and
that the Company has been operated for far too long for the benefit of a few
rather than all the stockholders. The reason for Teachers' solicitation is
simple -- Teachers believes that new direction is needed at the Company to
maximize stockholder value, AND IS NEEDED NOW.
The Teachers Nominees are committed to:
o Taking back control of the Company for the benefit of all the
stockholders.
o A Board independent of Teachers and independent of current management
that will proactively consider all alternatives available to maximize
stockholder value.
o Putting in place a complete, talented and functioning senior
management team.
o Increasing financial performance of the Company and a resulting
increase in the Company's stock price.
o Effective and consistent communication with stockholders.
o Effective leadership of the Company, which will provide direction and
guidance in the implementation of well-developed strategic plans.
On May 20, 1998, a majority of the current Board caused a letter to be sent to
stockholders in the Company's name, which is far more a work of fiction than one
of fact. The following is a sampling of the places where the Company's letter
departs from the facts:
o According to the Company, Teachers "wants to auction the Company in a
fire sale." The fact is that Teachers' seven independent nominees
desire to maximize stockholder value by considering all alternatives
available to the Company -- the point is to work on multiple options.
