-----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, JZn6GVoqFYHgP1B+HTXg60Bc4/NHMAFzp3Zr7ieM+OWTde2304M9wS/XceIBWNtX tOST5T1Pe4LCNlnuvpfv6A== 0000950152-98-001873.txt : 19980311 0000950152-98-001873.hdr.sgml : 19980311 ACCESSION NUMBER: 0000950152-98-001873 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980310 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 13D SEC ACT: SEC FILE NUMBER: 005-14299 FILM NUMBER: 98561878 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 13D 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 13D 1 FABRICENTERS SC 13D 1 =========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 14D-1 (Amendment No. 2/Final Amendment) AND SCHEDULE 13D TENDER OFFER STATEMENT PURSUANT TO SECTIONS 13(d) AND 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------ 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 2 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. |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 ================================================================================ - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FCA Acquisition Corporation - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,138,677 shares - -------------------------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 77.6% - -------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 2 3 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Fabri-Centers of America, Inc. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC and BK - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - -------------------------------------------------------------------------------- 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,138,677 shares - -------------------------------------------------------------------------------- 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 77.6% - -------------------------------------------------------------------------------- 10. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 3 4 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, as heretofore amended (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"). This Statement is also being filed on behalf of the Parent and the Purchaser for purposes of Schedule 13D of the Securities Exchange Act of 1934, as amended. 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. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS. A meeting of the stockholders of the Company will be convened as soon as practicable for the purpose of approving the Merger. The Purchaser will vote all of the Shares acquired by it pursuant to the Offer in favor of the Merger, which will be sufficient to approve the Merger under Delaware law and the Company's certificate of incorporation without the vote of any other stockholder. On March 10, 1998, pursuant to the Merger Agreement, Carl C. Gregory, III, John E. Labbett, Mitchell G. Lynn, Alison L. May and Donald L. Richey resigned as directors of the Company and five designees of the Purchaser, Alan Rosskamm, Brian P. Carney, David E. Bolen, Jane A. Aggers and John W. Hermsen, were elected as directors of the Company by the Continuing Directors. R.N. Hankin and H. Michael Hecht are the Continuing Directors of the Company. On the same day, the Board of Directors of the Company, following the election of the Purchaser's nominees to the Board, elected Alan Rosskamm as Chief Executive Officer of the Company and Brian P. Carney as Vice President, Treasurer and Assistant Secretary of the Company. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The Offer expired at 12:00 midnight, Eastern Standard Time, on Friday, March 6, 1998. Based on a preliminary count, a total of approximately 4,119,477 Shares (including approximately 173,172 Shares subject to guarantees of delivery) were tendered pursuant to the Offer. All properly tendered Shares were purchased on Monday, March 9, 1998 in accordance with the terms of the Offer. The Shares tendered and purchased constitute approximately 77.3% of the outstanding Shares. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(10) Press Release, dated March 9, 1998. 4 5 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: March 10, 1998 FCA ACQUISITION CORPORATION By: /s/ BRIAN P. CARNEY ------------------------------------- Name: Brian P. Carney Title: Vice President and Treasurer FABRI-CENTERS OF AMERICA, INC. By: /s/ BRIAN P. CARNEY ------------------------------------- Name: Brian P. Carney Title: Executive Vice President and Chief Financial Officer 5 6 EXHIBIT INDEX Exhibit Number Exhibit Name - ------ ------------ (a)(10) Press Release, dated March 9, 1998. 6 EX-99 2 EXHIBIT 99 1 Exhibit (a)(10) [Fabri-Centers of America, Inc. Letterhead] NEWS RELEASE ------------ FOR IMMEDIATE RELEASE - --------------------- CONTACT: Brian Carney Investor Relations: Executive Vice President, CFO Naomi Rosenfeld/Carolyn Capaccio Fabri-Centers of America, Inc. Heather Anthony 330/656-2600 Press: Stacy Berns http://www.joann.com Morgen-Walke Associates 212/850-5600 FABRI-CENTERS CLOSES TENDER OFFER FOR HOUSE OF FABRICS STOCK HUDSON, OH, March 9, 1998 -- Fabri-Centers of America, Inc. (NYSE: FCA.A and FCA.B) today announced that its tender offer for all of the outstanding shares of common stock of House of Fabrics, Inc. (NASDAQ: HFAB), made through its wholly-owned subsidiary, FCA Acquisition Corporation, expired at 12:00 midnight, Eastern Standard Time, on Friday, March 6, 1998. The price of the tender offer was $4.25 for each outstanding House of Fabrics share of stock, net in cash. According to the depository for the offer, Harris Trust Company of New York, 4,119,477 shares, representing 77.3% of the issued and outstanding shares of common stock of House of Fabrics, were tendered pursuant to the offer (including approximately 173,172 shares subject to guarantees of delivery). Fabri-Centers has notified Harris Trust that it will purchase all shares tendered. Fabri-Centers plans to proceed with the merger of FCA Acquisition Corporation into House of Fabrics, pursuant to which each remaining outstanding share of House of Fabrics will be converted into the right to receive $4.25 net in cash, and House of Fabrics will become a wholly-owned subsidiary of Fabri-Centers. A special meeting of House of Fabrics' shareholders will be convened as soon as practicable for the purpose of approving the merger. Fabri-Centers will vote all of the House of Fabrics shares acquired by it in the tender offer in favor of the merger, which will be sufficient to approve the merger under applicable law. Pending completion of the merger, Fabri-Centers will designate five of the seven directors serving on House of Fabrics' Board of Directors. Fabri-Centers has annual revenues of approximately $975 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. 7 -----END PRIVACY-ENHANCED MESSAGE-----