-----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, HiIgtg6Rl7DrGsOgrwDELG3Q8PDzeW1B2F9MAS4/hFohI/+uY3hZA/XpVcZ3HXVI hgGAc1RttxO6SXNFtDUR6Q== 0000950152-98-004137.txt : 19980507 0000950152-98-004137.hdr.sgml : 19980507 ACCESSION NUMBER: 0000950152-98-004137 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980421 ITEM INFORMATION: FILED AS OF DATE: 19980506 SROS: NONE 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: 8-K SEC ACT: SEC FILE NUMBER: 001-06695 FILM NUMBER: 98611650 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 8-K 1 FABRI-CENTERS OF AMERICAN, INC. 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- FORM 8 - K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 - -------------------------------------------------------------------------------- April 21, 1998 Commission File No. 1-6695 - ---------------------------------- ----------------------------------- (Date of Earliest Event Reported) FABRI-CENTERS OF AMERICA, INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Ohio 34-0720629 - ---------------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 5555 Darrow Road Hudson, Ohio 44236 - ---------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code) (330) 656 - 2600 - ---------------------------------------- (Registrant's telephone number) 2 Item 5. Other Events On April 22, 1998, the Registrant announced that it had completed its acquisition of House of Fabrics, Inc. As previously reported on Form 8-K filed on March 24, 1998, the Registrant acquired 77.2% of the issued and outstanding shares of common stock of House of Fabrics pursuant to a cash tender offer (priced at $4.25 per share) that closed on March 6, 1998. The merger of House of Fabrics with a wholly-owned subsidiary of the Registrant, formed for the sole purpose of completing the acquisition, was approved at a special meeting of House of Fabrics shareholders held on April 21, 1998. As a result, House of Fabrics became a wholly-owned subsidiary of the Registrant. All shares of House of Fabrics common stock not already owned by the Registrant (approximately 1.2 million shares or 22.8% of the outstanding shares) were canceled and converted into the right to receive $4.25 in cash. Immediately following the special meeting, House of Fabrics, Inc. (NASDAQ: HFAB) was de-listed from the NASDAQ National Market. Documents were also filed to de-register House of Fabrics common stock with the Securities and Exchange Commission. A copy of the Registrant's press release issued in connection with the completion of the acquisition is attached to this Form 8-K as Exhibit "99.1". SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FABRI-CENTERS OF AMERICA, INC. DATE: May 6, 1998 /s/ Alan Rosskamm ------------------------------------------------- BY: Alan Rosskamm Chairman, President and Chief Executive Officer 2 EX-99.1 2 EXHIBIT 99.1 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE - --------------------- CONTACT: Brian P. Carney Investor Relations: Executive Vice President Naomi Rosenfeld/Carolyn Capaccio and Chief Financial Officer Heather Anthony Fabri-Centers of America, Inc. Press: Stacy Berns 330/656-2600 Morgen-Walke Associates http://www.joann.com 212/850-5600 FABRI-CENTERS COMPLETES ACQUISITION OF HOUSE OF FABRICS STOCK HUDSON, OH, April 22, 1998 -- Fabri-Centers of America, Inc. (NYSE: FCA.A and FCA.B) today announced the completion of its acquisition of House of Fabrics, Inc. As previously announced, Fabri-Centers acquired 77.2% of the issued and outstanding shares of common stock of House of Fabrics pursuant to a cash tender offer (priced at $4.25 per share) that closed on March 6, 1998. The merger of House of Fabrics with a wholly-owned subsidiary of Fabri-Centers, formed for the sole purpose of completing the acquisition, was approved at a special meeting of House of Fabrics shareholders held on April 21, 1998. As a result, House of Fabrics is now a wholly-owned subsidiary of Fabri-Centers. All shares of House of Fabrics common stock not already owned by the Company (approximately 1.2 million shares or 22.8% of the outstanding shares) were canceled and converted into the right to receive $4.25 in cash. Immediately following the special meeting, House of Fabrics, Inc. (NASDAQ: HFAB) was de-listed from the NASDAQ National Market. Documents were also filed to de-register House of Fabrics common stock with the Securities and Exchange Commission. 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 had annual revenues at the time of the acquisition of approximately $240 million and operated 261 fabric and craft stores in 27 states under the names of House of Fabrics, SoFro Fabrics, Fabricland and Fabric King. # # # -----END PRIVACY-ENHANCED MESSAGE-----