<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Furr's/Bishops, Inc.
- -----------------------------------------
(Name of Issuer)
Common Stock
- -----------------------------------------
(Title of Class Securities)
361115504
- -----------------------------------------
(CUSIP Number)
David J. Allen, Esquire, 290 South County Farm Rd., Third
Floor, Wheaton, IL 60187-4526 (630) 588-7200
- -----------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 19, 1999
- -----------------------------------------
(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 that is the subject
of this Schedule 13D, and is filing this schedule because of
Sections 240.13d-1(e), 2240.13d-1(f) or 240.13d-1(g), check
the following box. / /
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all
exhibits. See Section 240.13d-7 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 purpose 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).
<PAGE> 2
SCHEDULE 13D/A
CUSIP NO. 361115504 PAGE 2 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROCK FINANCE, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/X/
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)/ /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
ILLINOIS LIMITED PARTNERSHIP
7 SOLE VOTING POWER
NUMBER OF 2,389,460 SHARES
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,389,460 SHARES
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,389,460 SHARES
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE> 3
SCHEDULE 13D/A
CUSIP NO. 361115504 PAGE 3 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GRACE BROTHERS, LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/X/
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)/ /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
ILLINOIS LIMITED PARTNERSHIP
7 SOLE VOTING POWER
NUMBER OF 17,599,939 SHARES
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 17,599,939 SHARES
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
17,599,939 SHARES
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.1%
14 TYPE OF REPORTING PERSON*
BD, PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE> 4
SCHEDULE 13D/A
CUSIP NO. 361115504 PAGE 4 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SPURGEON CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/X/
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)/ /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
ILLINOIS CORPORATION
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 19,989,399 shares
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
19,989,399 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
19,989,399 SHARES
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE> 5
SCHEDULE 13D/A
CUSIP NO. 361115504 PAGE 5 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRADFORD T. WHITMORE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/X/
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 19,989,399 shares
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
19,989,399
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
19,989,399 SHARES
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE> 6
SCHEDULE 13D/A
CUSIP NO. 361115504 PAGE 6 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BUN PARTNERS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/X/
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)/ /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
ILLINOIS LIMITED PARTNERSHIP
7 SOLE VOTING POWER
NUMBER OF 2,389,460 SHARES
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,389,460 SHARES
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,389,460 SHARES
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE 7>
Page 7 of 9 Pages
Item 1. Security and Issuer
This statement relates to the common stock, par value $.01
per share (the "Common Stock"), issued by Furr's/Bishops,
Inc., a Delaware corporation (the "Company"), whose principal
executive offices are located at 6901 Quaker Ave., Lubbock,
TX 79413.
Item 2. Identity and Background
(a) This statement is filed by Rock Finance, LP, an Illinois
limited partnership ("Rock"), and its general partners, Bun
Partners, Inc., an Illinois corporation ("Bun"), and Spurgeon
Corporation ("Spurgeon"), an Illinois corporation. The
statement is also filed on behalf of Grace Brothers, Ltd.,
an Illinois limited partnership ("Grace"), and also
incorporates reporting by the general partners of Grace:
Bradford T. Whitmore ("Whitmore") and Spurgeon. Whitmore is
the president, sole shareholder and director of Bun. The
foregoing are hereafter referred to as the "Filers".
(b) The business address of Rock, Grace, Whitmore and Bun is
1560 Sherman Avenue, Suite 900, Evanston, Illinois 60201.
The business address of Spurgeon is 290 South County Farm
Road, Third Floor, Wheaton, Illinois 60187.
(c) The principal business of Rock is to make investments in
companies. The principal business of Bun is to be the
general partner of several partnerships, including Rock. The
principal business of Spurgeon is that of being a general
partner of Grace. The principal business of Grace is to
purchase, sell, invest and trade in securities. Whitmore's
principal occupation is that of being a general partner of
Grace. The names, business addresses and present principal
occupation or employment of each director and executive
officer of Spurgeon and Bun are set forth in Exhibit A
hereto.
(d) None of the persons referred to in this Item 2 has,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the persons referred to in this Item 2 has,
during the last five years, been 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, federal or state securities laws or finding any
violation with respect to such laws.
(f) Grace and Rock are Illinois limited partnerships and
Spurgeon and Bun are Illinois corporations. Whitmore is a
citizen of the United States.
Item 3. Source and Amount of Funds
The Common Stock purchased as described on Schedule A was
purchased by Grace with working capital and partnership
funds.
Item 4. Purpose of Transaction
This amendment to the Schedule 13D filing is being made as
Grace Brothers, Ltd. purchased additional Common Stock of the
Company, as detailed on Schedule A. The Filers will continue
to assess their investment in the Company and the various
alternatives available to them to maximize shareholder value.
The Filers may, depending on market conditions and other
factors that they deem material, purchase additional Common
Stock or dispose of all or a portion of the Common Stock that
they now own or any Common Stock they may hereafter acquire.
Except as set forth in this Item 4, the Filers do not have
any present plans or proposals which would result in any of
the actions enumerated in clauses (a) - (j) of Item 4 of
Schedule 13D under the Act.
Item 5. Interest in Securities of the Issuer
(a) Grace presently holds a total of 17,599,939 shares of the
Common Stock, which represent approximately 36.1% of the
Common Stock outstanding. Rock presently holds a total of
2,389,460 shares of the Common Stock, which represent
approximately 4.9% of the Common Stock outstanding.
Whitmore, Spurgeon, and Bun are reporting their holdings due
to their general partnership positions in Grace and Rock.
(b) Grace has the sole power to vote and dispose of the
Common Stock which it beneficially owns and Rock has the
sole power to vote and dispose of the Common Stock which it
beneficially owns.
(c) Transactions in the Common Stock by the Filers during
the 60 day period prior to November 18, 1999 are listed on
Schedule A.
(d) No person other than each respective owner referred to
herein of Common Stock is known to have the right to receive,
or the power to direct the receipt of, dividends from or the
proceeds from the sale of such shares of Common Stock.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The Filers do not have any contracts, arrangements,
understandings or relationships with any other person with
respect to any securities of Furr's/Bishops, Inc.
Item 7. Material to Be Filed as Exhibits
Exhibit A - Directors and Officers of Spurgeon Corporation
<PAGE 8>
Page 8 of 9 Pages
SIGNATURE
Grace Brothers, Ltd., Bun Partners, Inc., Spurgeon
Corporation, Bradford T. Whitmore, and Rock Finance LP, after
reasonable inquiry and to the best of its knowledge and
belief certifies that the information set forth in this
statement is true, complete and correct.
Grace Brothers, Ltd.
By:/s/ Bradford T. Whitmore
------------------------
Bradford T. Whitmore
General Partner
Grace Brothers, Ltd.
Spurgeon Corporation
By:/s/ David Allen
---------------
David Allen
Vice President
Spurgeon Corporation
Bun Partners, Inc.
By:/s/ Bradford T. Whitmore
------------------------
Bradford T. Whitmore
President
Bun Partners, Inc.
Bradford T. Whitmore
By:/s/ Bradford T. Whitmore
------------------------
Rock Finance, LP
By:/s/ Bradford T. Whitmore
------------------------
Bradford T. Whitmore
President, Bun Partners, Inc.
Its: General Partner
Dated: November 24, 1999
<PAGE> 9
Page 9 of 9
Schedule A
FURRS BISHOPS, INC. COMMON STOCK BOUGHT FROM ANOTHER HOLDER
IN A PRIVATELY NEGOTIATED TRANSACTION
<TABLE>
<CAPTION>
DATE AMOUNT PRICE/SHARE
<S> <C> <C>
11/19/99 8,249,857 $0.40
</TABLE>
EXHIBIT A
Directors and Officers of Spurgeon Corporation
Judith M. Van Kampen
101 Washington St.
Suite 770
Grand Haven MI 49417-0070
Director of Spurgeon. Trustee of Judith M. Van Kampen Trust
which is Manager of Van Kampen Asset Management Company, LLC.
Carla M. Van Kampen/Pierre
101 Washington St.
Suite 770
Grand Haven, MI 49417-0070
Director of Spurgeon. Trustee of Judith M. Van Kampen Trust
which is Manager of Van Kampen Asset Management Company, LLC.
David G. Wisen
101 Washington St.
Suite 770
Grand Haven, MI 49417-0070
Director and President of Spurgeon. President of
Van Kampen Asset Management Company, LLC.
David J. Allen
290 South County Farm Road
Third Floor
Wheaton, IL 60187
Director, Vice President and Secretary of Spurgeon. Trustee
of Judith M. Van Kampen Trust which is Manager of Van Kampen
Asset Management Company, LLC. Senior Vice President and
General Counsel of Van Kampen Asset Management Company, LLC.
Jerald A. Trannel
290 South County Farm Road
Third Floor
Wheaton, IL 60187
Vice President and Treasurer of Spurgeon. Controller of
Grace Brothers, Ltd. and Senior Vice President and Treasurer
of Van Kampen Asset Management Company, LLC.
J. Timothy Onufrock
290 South County Farm Road
Third Floor
Wheaton, IL 60187
Assistant Secretary of Spurgeon.
All are United States Citizens.
The business address of Van Kampen Asset Management Company,
LLC is 290 South County Farm Road, Third Floor, Wheaton, IL
60187. The principal business of Van Kampen Asset Management
Company, LLC is investment and asset management.
Directors and Officers of Bun Partners, Inc.
Bradford T. Whitmore
1560 Sherman Avenue
Suite 900
Evanston, IL 60201
Sole Shareholder, Sole Director, President of Bun Partners,
Inc., and General Partner, Grace Brothers, Ltd.
Mary Ann Whitmore
1560 Sherman Avenue
Suite 900
Evanston, IL 60201
Secretary and Treasurer of Bun Partners, Inc.
Both are United States Citizens.
The business address of Bun Partners, Inc. is 1560 Sherman
Avenue, Suite 900, Evanston, IL 60201. The principal
business
of Bun Partners, Inc. is to be the general partner of several
partnerships.
