-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, AGvQXAyUvJmYFlpKgICbdJbGmGbY98UpEyLoUtnEZDEdmRpxdWq+Z6ruWI4HZRse OpwZHTR5RVaBwJ66X7fkGA== 0000950152-95-001588.txt : 19950727 0000950152-95-001588.hdr.sgml : 19950727 ACCESSION NUMBER: 0000950152-95-001588 CONFORMED SUBMISSION TYPE: DEFS14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950802 FILED AS OF DATE: 19950726 SROS: NYSE FILER: 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: DEFS14C SEC ACT: 1934 Act SEC FILE NUMBER: 001-06695 FILM NUMBER: 95555922 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 DEFS14C 1 FABRI-CENTERS OF AMERICA DEFS14C 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the registrant /X/ Filed by a party other than the registrant / / Check the appropriate box: / / Preliminary proxy statement / / Definitive proxy statement /X/ Definitive additional materials / / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 FABRI-CENTERS OF AMERICA, INC. (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) FABRI-CENTERS OF AMERICA, INC. (NAME OF PERSON(S) FILING PROXY STATEMENT) Payment of filing fee (Check the appropriate box): / / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies:________ (2) Aggregate number of securities to which transaction applies:___________ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:____________________________________ (4) Proposed maximum aggregate value of transaction:_______________________ /X/ 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: $125.00 (2) Form, schedule or registration statement no.: Preliminary Proxy Statement. (3) Filing party: Fabri-Centers of America, Inc. (4) Date filed: May 19, 1995 ================================================================================ 2 July 24, 1995 Dear Fellow Shareholder: This letter is to remind you of our upcoming Special Meeting in Lieu of the Annual Meeting of Shareholders, which is currently scheduled to be held at 1:00 p.m., Eastern Time, on Wednesday, August 2, 1995 at the Company's Corporate Offices. Regardless of whether you plan to attend in person, it is important that your shares be represented and voted at the meeting. To that end, I have enclosed an additional proxy card for you to sign, date and mail in the enclosed envelope in case you have not done so already. Your voting participation is especially important this year. As you know, in addition to the normal election of Directors, the Company is seeking your approval of an amendment to its Articles of Incorporation which would, among other things, create two classes of common shares, one voting and one nonvoting and change each issued Common Share into one voting Class A Common Share and one nonvoting Class B Common Share. The Class A Common Shares would have essentially the same voting rights as the existing Common Shares, and the Class B Common Shares would be nonvoting, except as otherwise required by law. The specific features of these two classes of common shares are described in the Company's Proxy Statement, dated July 6, 1995, which has previously been delivered to you. To be effective, the amendment requires a majority vote of all outstanding common shares. YOUR BOARD OF DIRECTORS BELIEVES THAT THE ADOPTION OF THE AMENDMENT IS IMPORTANT TO THE LONG-TERM FUTURE OF THE COMPANY AND STRONGLY RECOMMENDS THAT YOU VOTE "FOR" THE ADOPTION OF THE AMENDMENT. The reasons for the Board's recommendation as well as certain other important information are contained in the proxy statement. The Company welcomes the opportunity to answer any questions you may have regarding the proposed amendment. Should you have any remaining questions after carefully reviewing the Proxy Statement, please feel free to contact Robert Norton, Vice Chairman of the Board at (216) 656-2600. I urge you to vote, sign, date and mail the enclosed proxy in the envelope provided. Sincerely, Chairman of the Board, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----