-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A2JoeoTVJKw27x9dZCIAg09UguZVZrYsSS595eWWQzYvTr712G83HuxgryH9KnKu L6Zio1SlR3Uhgkhez2lM4w== 0000950152-98-001459.txt : 19980226 0000950152-98-001459.hdr.sgml : 19980226 ACCESSION NUMBER: 0000950152-98-001459 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980225 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOUSE OF FABRICS INC/DE/ CENTRAL INDEX KEY: 0000315125 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 953426136 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-14299 FILM NUMBER: 98549077 BUSINESS ADDRESS: STREET 1: 13400 RIVERSIDE DR CITY: SHERMAN OAKS STATE: CA ZIP: 91423 BUSINESS PHONE: 8189957000 MAIL ADDRESS: STREET 1: PO BOX 9110 CITY: VAN NUYS STATE: CA ZIP: 91409-9110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FABRI CENTERS OF AMERICA INC CENTRAL INDEX KEY: 0000034151 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 340720629 STATE OF INCORPORATION: OH FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 5555 DARROW RD CITY: HUDSON STATE: OH ZIP: 44236 BUSINESS PHONE: 2166562600 MAIL ADDRESS: STREET 1: 5555 DARROW ROAD CITY: HUDSON STATE: OH ZIP: 44236 FORMER COMPANY: FORMER CONFORMED NAME: CLEVELAND FABRIC SHOPS INC DATE OF NAME CHANGE: 19681216 FORMER COMPANY: FORMER CONFORMED NAME: CLEVELAND FABRIC SHOPS INC NUMBER THREE DATE OF NAME CHANGE: 19681216 SC 14D1/A 1 HOUSE OF FABRICS/FABRI-CENTERS--SC 14D1/AMEND. #1 1 =========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) ------------ HOUSE OF FABRICS, INC. (Name of Subject Company [Issuer]) FCA ACQUISITION CORPORATION FABRI-CENTERS OF AMERICA, INC. (Bidders) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 441758109 (CUSIP Number of Class of Securities) ------------ ALAN ROSSKAMM FCA ACQUISITION CORPORATION C/O FABRI-CENTERS OF AMERICA, INC. 5555 DARROW ROAD HUDSON, OHIO 44236 TELEPHONE: (216) 656-2600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) ------------ Copy to: JAMES R. CARLSON, ESQ. THOMPSON HINE & FLORY LLP 3900 KEY CENTER 127 PUBLIC SQUARE CLEVELAND, OHIO 44114-1216 TELEPHONE: (216) 566-5500 CALCULATION OF FILING FEE
=========================================================================== TRANSACTION AMOUNT OF VALUATION* FILING FEE - -------------------------------------------------------------------------------- $ 22,660,277.50 $ 4532.06 ===========================================================================
* For purposes of calculating fee only. This amount assumes the purchase at a purchase price of $4.25 per share of an aggregate of 5,331,830 shares of common stock. The amount of the filing fee, calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the aggregate of the cash offered by the bidders for the shares of the issuer. 2 [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $ 4532.06 Filing Party: FCA Acquisition Corporation and Fabri-Centers of America, Inc. Form or Registration No: Date Filed: February 6, 1998 Schedule 14D-1 Tender Offer Statement ================================================================================
FCA Acquisition Corporation (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of Fabri-Centers of America, Inc., an Ohio corporation (the "Parent"), and the Parent hereby amend and supplement their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1"), relating to the Purchaser's offer to purchase all of the outstanding shares of common stock, par value $.01 per share (the "Shares") of House of Fabrics, Inc., a Delaware corporation (the "Company"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 6, 1998 (the "Offer to Purchase") and in the related Letter of Transmittal (which, as amended from time to time, together constitute the "Offer"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Schedule 14D-1 or the Offer to Purchase filed as an exhibit thereto. Any references in the Schedule 14D-1 to the "Introduction" of the Offer to Purchase shall mean the information contained on page 1 of the Offer to Purchase under the heading "To the Holders of Shares of House of Fabrics, Inc." In Section 14 of the Offer to Purchase, clause (2) of the first sentence is hereby amended by replacing the words "before the acceptance of such Shares for payment" with the words "before the Expiration Date of the Offer." ITEM 10. ADDITIONAL INFORMATION. (b-c) At 11:59 p.m., Eastern Standard Time, on Friday, February 20, 1998, the 15-calendar day waiting period imposed by the HSR Act with respect to the Offer expired without the Parent or the Company receiving a request for additional information or material from the Antitrust Division or the FTC. (e) As of the date of this Amendment, there are no material pending legal proceedings relating to the Offer. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(9) Press Release, dated February 23, 1998. 2 3 SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: February 25, 1998 FCA ACQUISITION CORPORATION By: /s/ BRIAN P. CARNEY -------------------------------------- Name: Brian P. Carney Title: Executive Vice President and Chief Financial Officer FABRI-CENTERS OF AMERICA, INC. By: /s/ BRIAN P. CARNEY -------------------------------------- Name: Brian P. Carney Title: Executive Vice President and Chief Financial Officer 3 4 EXHIBIT INDEX
EXHIBIT PAGE NUMBER EXHIBIT NAME NUMBER - ------- ----------------------------------------------------------------------- (a)(9) Press Release, dated February 23, 1998.
4 EX-99.A.9 2 EXHIBIT 99(A)(9) 1 Exhibit (a)(9) [FABRI-CENTERS OF AMERICA, INC. LETTERHEAD] NEWS RELEASE ------------ FOR IMMEDIATE RELEASE - --------------------- CONTACT: Brian P. Carney Investor Relations: Executive Vice President and Naomi Rosenfeld/Carolyn Capaccio Chief Financial Officer Heather Anthony Fabri-Centers of America, Inc. Press: Stacy Berns 330/656-2600 Morgen-Walke Associates, Inc. http://www.joann.com 212/850-5600 Donald L. Richey Investor Relations: President and Roger Pondel/Michele Feller Chief Executive Officer Pondel, Parsons & Wilkinson House of Fabrics, Inc. 310/207-9300 818/385-2300
HART-SCOTT-RODINO WAITING PERIOD EXPIRES ON FABRI-CENTERS ACQUISITION OF HOUSE OF FABRICS HUDSON, OHIO, February 23, 1998 -- Fabri-Centers of America, Inc. (NYSE: FCA.A and FCA.B) today announced, with respect to its $4.25 per share cash tender offer for all of the outstanding shares of House of Fabrics, Inc. (NASDAQ: HFAB), that the Hart-Scott-Rodino waiting period expired at 11:59 p.m. on Friday, February 20, 1998. This waiting period refers to the time during which the Federal anti-trust agencies initially review a transaction. The government could have extended the waiting period by a request for additional information or documents. Alan Rosskamm, Chairman of the Board and Chief Executive Officer of Fabri-Centers, stated, "We are pleased that the government has concluded its review without the need for a second request. This should permit our tender offer to conclude on a timely basis." The tender offer is scheduled to expire at midnight (EDT) on Friday, March 6, 1998. Fabri-Centers has annual revenues of approximately $970 million and operates 903 fabric and craft stores in 48 states, primarily under the names of Jo-Ann Fabrics and Crafts, Cloth World, New York Fabrics and Jo-Ann etc. House of Fabrics has annual revenues of approximately $240 million and operates 261 fabric and craft stores in 27 states under the names of House of Fabrics, SoFro Fabrics, Fabricland and Fabric King. 5 -----END PRIVACY-ENHANCED MESSAGE-----