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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
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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
