Teachers Insurance & Annuity Association of America – ‘SC 13D/A’ on 5/11/98 re: Furrs Restaurant Group Inc – EX-4

As of:  Monday, 5/11/98   ·   Accession #:  950134-98-4016   ·   File #:  5-41576

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 4 to Schedule 13D                        6     16K 
 2: EX-4        Letter Dated May 7, 1998                               5     16K 

EX-4   —   Letter Dated May 7, 1998

EX-4
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                                                                     EXHIBIT 4

[TIAA Logo]    [TIAA Letterhead]                                                

 May 7, 1998

By Telecopy                                                                     
and Certified Mail                                                              

Furr's/Bishop's, Incorporated                                                   
6901 Quaker Avenue                                                              
Lubbock, Texas  79433                                                           
Attention:  Corporate Secretary                                                 

Re:  Demand for Books and Records 

Dear Sirs:                                                                      

    Pursuant to Section 220 of the Delaware General Corporation Law,
Teachers Insurance and Annuity Association of America ("Teachers"), as a        
stockholder of record of common stock of Furr's/Bishop's, Incorporated (the     
"Company"), being duly sworn hereby deposes on oath and states as follows:      

    1.   Teachers hereby demands the right on May 15, 1998, at 10:00
a.m., at the Company's principal place of business, 6901 Quaker Avenue,         
Lubbock, Texas, 79413, to inspect the following items contained in this demand  
for books and records and to make copies or extracts therefrom:                 

             a.   Minutes of meetings of the Company's Board of Directors or
any committee of the Board of Directors, including the Nominating Committee (or 
any reports in lieu of minutes) for the last two years, along with any written  
plans or proposals (including any strategic plans) submitted to the Board of    
Directors, any members hereof or any committee thereof.                         

           b.   Minutes of all meetings of stockholders for the last two
years.                                                                          

             c.   All engagement letters or other agreements entered into by
the Company with any investment banker, investment banking firm or any other    
individual or entity performing similar functions, including, without           
limitation, Oppenheimer & Co., Inc., and any other agreements, proposals or     
understandings with respect to the services to be performed and any written     
proposals received with respect thereto, including any status reports with      
respect to activities undertaken.                                               

EX-4
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Furr's/Bishop's Incorporated                                                    
May 7, 1998                                                                     
Page 2                                                                          

        d.   All documents, reports or proposals (including reports prepared
for submission to the Board of Directors by any investment banker, investment   
banking firms or any other individual or entity performing similar banking firms
or any other individual or entity performing similar functions) relating to any 
proposed or contemplated (i) equity investment in the Company, (ii) acquisition 
of the Company or any assets thereof, (iii) financing arrangements for the      
Company, and (iv) disposition or liquidation of the company, including a list of
all persons involved, directly or indirectly, in such transactions.             

    e.   All employment or similar contracts which have ever existed
between any of the persons specified in subparagraph (f) below, including any   
existing employment agreement or arrangement between the Company and Theodore   
J. Papit.                                                                       

     f.   A list of the company's executive officers and directors for
each of the last two years, together with a schedule of all direct and indirect 
compensation or other benefits and prerequisites, including car allowances, club
memberships and reimbursements paid to or on behalf of such persons.            

    g.   Any reports, opinions or appraisals of any of the Company's
assets or business or any segment thereof prepared internally or externally     
during the last two years.                                                      

       h.   Any documents prepared during the last two years containing or
describing any of the Company's long or short term business plans.              

         i.   Any proposals or inquiries (whether formal or informal) received
by the Company or any member of the Board of Directors with respect to the      
equity investment in the Company or purchase of any of its businesses or assets 
during the last two years.                                                      

j.   Any document setting forth the terms or describing any 
transaction, or series of similar transactions, during the last two years, or   
any currently proposed transaction or series of similar transactions, to which  
the Company or any of its subsidiaries was or is a party, in which the amount   
involved exceeds $5,000 and in which any director or officer of the Company     
had, or will have, a direct or indirect interest.                               

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Furr's/Bishop's Incorporated                                                    
May 7, 1998                                                                     
Page 3                                                                          

k.   Copies of all director and officer insurance policies. 

         l.   Any bylaw amendments adopted since the date the Company's bylaws
were filed with the Securities and Exchange Commission as an exhibit to the     
Company's Post-Effective Amendment No. 3 to Form S-3.                           

          m.   Copies of any criteria developed by the Board of Directors or any
nominating committee for prospective members of the Board of Directors.         

    2.   If any of the foregoing described records or documents are maintained
in the form of any information storage device, Teachers hereby further demands  
that all records or documents so maintained be converted into clearly legible   
written form prior to examination.                                              

3.   To the extent any of the information to be rendered to the       
undersigned may be defined confidential, the undersigned would request that     
such information be designated as such.                                         

4.   In addition to Teachers acting through its officers or employees,
Teachers has authorized Haynes and Boone, LLP, its partners and employees, and  
any other persons to be designated by them or by the undersigned, acting singly 
or in combination, to conduct, as agents of Teachers, the inspection and        
copying herein requested.                                                       

  5.   The inspection of the corporate books and records described in this
demand is sought for proper purposes, reasonably related to the interest of     
Teachers as a shareholder of the Company, including:                            

EX-4
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Furr's/Bishop's Incorporated                                                    
May 7, 1998                                                                     
Page 4                                                                          

a.   To determine the value of its shares of the Company;   

       b.   To secure information as to the current and historic financial
condition of the Company and assess the Company's statements regarding its      
performance.                                                                    

        c.   To determine the reason or reasons for the Company's failure to
implement and realize performance improvements.                                 

    d.   To investigate and assess the circumstances surrounding the
consideration by members of the Board of Directors of (i) any strategic plans   
for the Company; (ii) any and all alternatives for the Company, including       
prospective acquirors of the Company; (iii) location of the Company's principal 
offices; (iv) staffing of management positions; and (v) agreements or           
transactions with or involving members of the Board of Directors or management. 

       e.   To assess the activity and decisions by the Board of Directors
in relation to its duties to the Company and the shareholders of the Company.   

       f.   To evaluate the proposed nominees for election as directors in
connection with the Company's annual meeting on May 28, 1998, or any            
adjournment thereof, and to communicate with shareholders regarding such        
election.                                                                       

         g.   To otherwise ascertain the Company's general condition and state
of affairs such that Teachers can exercise its rights as a shareholder          
intelligently.                                                                  

   Please acknowledge receipt of this letter by signing the enclosed copy of
this letter in the place indicated below and returning it to the person         
delivering this letter.                                                         

Very truly yours, 

Teachers Insurance and Annuity
Association of America

By: /s/ CLIFFORD S. HAYE    
     -------------------------
Clifford S. Haye
Senior Counsel  

cc: Kenneth Stewart                                                             

EX-4
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Furr's/Bishop's Incorporated                                                    
May 7, 1998                                                                     
Page 5                                                                          

          On this day personally appeared before me, Clifford S. Haye,
personally known to me, and affirmed under oath that he is the senior counsel   
of Teachers Insurance and Annuity Association and that he executed the foregoing
demand on behalf of Teachers Insurance and Annuity Association of America and   
that the foregoing is true and correct of his own personal knowledge.           

/s/ Maria A. McHugh                                                             
----------------------------------------                                        
Notary Public                                                                   

Dated: May 7, 1998                                                              

MARIA A. MCHUGH                                                   
Notary Public, State of New York                                                
No: 01MC5083440                                                   
Qualified in Nassau County                                                  
Commission Expires Aug. 11, 1999                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		8/11/99		5
		5/28/98		4					8-K,  DEF 14A
		5/15/98		1					DEFA14A
Filed on:		5/11/98
		5/7/98		1		5			SC 13D/A
									List all Filings