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United States
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
Date of Report (Date of earliest event reported) March 9, 1998
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Commission File No. 1-7927
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HOUSE OF FABRICS, INC.
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(Exact Name of Registrant as specified in its charter)
Delaware 95-3426136
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(State or other jurisdiction) (I.R.S. Employer I.D. Number)
13400 Riverside Drive, Sherman Oaks, CA 91423
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Post Office Box 9110, Van Nuys, CA 91409
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (818) 995-7000
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No Change
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Former name, former address and former fiscal year,
if changed since last report.
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Item 1. Changes in Control of the Registrant
A press release was issued March 9, 1998 by Fabri-Centers of America,
Inc. announcing the close of the tender offer by FCA Acquisition
Corporation, a wholly-owned subsidiary of Fabri-Centers of America,
Inc., for all of the outstanding shares of House of Fabrics, Inc.
common stock and the number of shares tendered. See attached press
release (Exhibit 99.1). As of March 9, 1998, House of Fabrics, Inc.
became a 77.2% indirect majority-owned subsidiary of Fabri-Centers of
America, Inc.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated March 9, 1998
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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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.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HOUSE OF FABRICS, INC.
By: /s/ MARVIN S. MALTZMAN
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Marvin S. Maltzman
Senior Vice President and
Secretary
Dated: March 24, 1998
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