<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 28, 1995 COMMISSION FILE NUMBER 1-6695
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
incorporation or organization) Identification Number)
5555 DARROW ROAD
HUDSON, OHIO 44236
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 656-2600
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Class on Which Registered
-------------- ----------------------
Common Stock, Without Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
6.25% Convertible Subordinated Debentures Due 2002 New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
Documents incorporated by reference: None.
Sequential page 1 of 13
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
--------------------------------------------------
The following table sets forth certain information regarding the
members of the Board of Directors of the Company, based upon information
furnished to the Company by such persons, except as otherwise noted, as of
March 31, 1995. Certain information regarding the executive officers of the
Company is included in Part I of the Annual Report on Form 10-K pursuant to
Instruction 3 to Item 401(b) of Regulation S-K.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION PAST FIVE YEARS, DIRECTOR
NAME OTHER DIRECTORSHIPS AND AGE SINCE
---- ------------------------------------ --------
<S> <C> <C>
Robert Norton Vice Chairman since March 1993 and Chief 1989
Financial Officer for more than five years;
Executive Vice President from September 1988
to March 1993; Chief Administrative Officer
from May 1990 to March 1993; age 48.
Alma Zimmerman Senior Vice President of the Company 1967
for more than five years; age 82.
Ira Gumberg President of J.J. Gumberg Co. (real estate 1992
management and development) for more than five
years; Director of Mellon Bank, N.A.; age 41.
Samuel Krasney Managing Partner, ABBA Capital Enterprises 1976
since September 1993; Chairman of the
Board, President and Chief Executive
Officer, Banner Aerospace, Inc. from June 1990
to September 1993 and prior thereto, Vice
Chairman of the Board, The Fairchild
Corporation (formerly Banner Industries,
Inc.) for more than five years;
Director of Banner Aerospace, Inc.,
and Waxman Industries, Inc.; age 70.
Frank Newman President, Chief Operating Officer and 1991
Director of Eckerd Corporation (retail
pharmacy stores) since July 1993;
President and Chief Executive Officer, F & M
Distributors prior to July 1993 for more
than five years; age 46.
</TABLE>
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<PAGE> 3
<TABLE>
<S> <C> <C>
Betty Rosskamm Secretary of the Company for more than five years 1967
and, since December 1991, Senior Vice President;
prior to December 1991, Treasurer of the Company
for more than five years; age 66.
Alan Rosskamm Chief Executive Officer of the Company for more 1985
than five years, since April 1993, President,
and since July 1992, Chairman of the Board;
prior to July 1992, President of the Company
for more than five years; Director of Charming
Shoppes Inc. (women's apparel retailer); age 45.
Scott Cowen Dean of the Weatherhead School of Management 1987
and Professor of Accounting, Case Western
Reserve University, for more than five years;
Director of American Greetings Corporation,
Forest City Enterprises, Inc., LDI Corporation,
Premier Industrial Corporation and Society
National Bank; age 48.
</TABLE>
Betty Rosskamm is the mother of Alan Rosskamm.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Based solely upon a review of Forms 3 and 4 and amendment thereto
furnished to the Company with respect to its most recent fiscal year, and
written representations from reporting persons that no Form 5 was required, the
Company believes that, during the fiscal year ended January 28, 1995, all
filing requirements applicable to its executive officers and Directors were
met.
ITEM 11. EXECUTIVE COMPENSATION.
----------------------
The following table sets forth information relating to the annual and
long-term compensation for the fiscal years ended January 28, 1995, January 29,
1994 and January 30, 1993, for the Chief Executive Officer and the other four
most highly compensated executive officers of the Company:
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<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM
COMPENSATION
---------------------------
ANNUAL COMPENSATION AWARDS
------------------------------------------------------------------------------------ ---------------------------
SECURITIES
OTHER UNDERLYING ALL
ANNUAL OPTIONS/ OTHER
COMPEN- RESTRICTED SARS COMPEN-
NAME AND FISCAL SATION STOCK (E) SATION
PRINCIPAL POSITION YEAR SALARY (A) BONUS (B) (C) AWARD(S)(D) (SHARES) (F)
------------------- ------ ---------- --------- ---------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Alan Rosskamm 1995 $352,884 $264,663 - $196,875 15,000 $79,144
Chairman of the Board, 1994 $341,346 $103,683 - $0 15,000 $18,177
President and Chief 1993 $302,375 $0 - $450,750 50,000 $18,044
Executive Officer
Robert Norton 1995 $311,031 $233,273 - $157,500 12,000 $16,162
Vice Chairman of 1994 $301,090 $91,485 - $0 12,000 $19,145
the Board and Chief 1993 $266,208 $0 - $450,750 40,000 $19,012
Financial Officer
Jane Aggers 1995 $246,712 $185,034 - $236,250 12,000 $19,194
Executive Vice 1994 $217,468 $61,860 - $136,250 32,000 $10,111
President- 1993 $162,171 $12,000 - $187,813 20,000 $4,364
Merchandising and
Marketing
Fred Johnson 1995 $172,404 $83,616 - $63,000 5,000 $2,342
Senior Vice President 1994 $159,231 $30,660 - $0 10,000 $3,428
Management Information 1993 $141,000 $12,000 - $ 75,125 12,500 $3,774
Systems
John Stec 1995 $170,000 $94,150 - $63,000 5,000 $1,808
Senior Vice President- 1994 $171,090 $32,459 - $0 5,000 $3,444
Real Estate 1993 $162,250 $12,000 - $0 10,000 $4,364
<FN>
_________________
(A) Includes amounts earned but deferred pursuant to Section 401(k) of the
Internal Revenue Code.
(B) Incentive Bonus Compensation is based on individual percentages
established by the Compensation Committee and is based on achievement
of pre-established performance goals. Amounts represent bonuses
earned in the current fiscal year for which payment is not made until
the subsequent fiscal year.
(C) Excludes perquisites and other benefits, unless the aggregate amount
of such compensation is greater than the lesser of $50,000 or 10
percent of the total of annual salary and bonus reported for the named
executive officer.
</TABLE>
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(D) Restricted stock consists of Common Shares issued and delivered to the
recipient at the time the award is made without payment to the
Company, but which are subject to restrictions on transfer for, and
forfeiture in the event of termination of employment prior to the
expiration of, a specified period of time (generally at the end of a
period of five years). The amounts reported in the table represent
the market value at the date of grant. In fiscal years 1995, 1994,
and 1993, the executive officers listed in the compensation table
received the following numbers of restricted shares, respectively:
Alan Rosskamm - 12,500, 0, 12,000; Robert Norton - 10,000, 0, 12,000;
Jane Aggers - 15,000, 10,000, 5,000; Fred Johnson - 4,000, 0, 2,000;
John Stec - 4,000, 0, 0. The aggregate number and value of the
restricted stock holdings at January 28, 1995 were for Mr. Rosskamm
69,500 Common Shares and $1,112,000, Mr. Norton 59,500 Common Shares
and $952,000, Ms. Aggers 36,000 Common Shares and $576,000, Mr.
Johnson 7,500 Common Shares and $120,000, and Mr. Stec 10,000 Common
Shares and $160,000, without giving effect to the diminution of value
attributable to the restrictions on such shares. Currently, the
Company does not pay cash dividends on its Common Shares; however,
from time to time the Board of Directors may re-examine the issue of
dividend payments. The Common Shares of restricted stock would
participate the same as other Common Shares of the Company regarding
dividend payment.
(E) The Company's 1990 Employees Stock Option and Stock Appreciation
Rights Plan, as amended, provides for the award of incentive and
non-qualified stock options and stock appreciation rights to key
employees of the Company.
(F) Reflects matching contributions, equal to 50% of a participant's first
4% under the Company's Employees' Savings and Profit Sharing Plan and
amounts accrued by the Company for potential benefits earned under the
Company's 1979 Supplemental Retirement Benefit Plan (the "1979 Plan").
The 1979 Plan provides benefits, subject to forfeiture, to such
employees upon normal retirement, early retirement or total
disability. In fiscal years 1995, 1994 and 1993, the Company had
accrued, under the 1979 Plan, for the executive officers listed in the
compensation table, the following amounts, respectively: Alan
Rosskamm - $0, $13,680, $13,680; Robert Norton - $14,648, $14,648,
$14,648; Jane Aggers - $17,448, $5,816, $0; Fred Johnson - $0, $0, $0;
John Stec - $0, $0, $0. Mr. Rosskamm's participation under the 1979
Plan has been terminated and has been replaced with a Split Dollar
Life Insurance arrangement with a trust established by Alan Rosskamm,
pursuant to which the Company and that trust will share in the premium
costs of whole life insurance policies that pay death benefits of not
less than $10 million upon the death of Alan or Barbara Rosskamm
(whichever occurs later). The split-dollar insurance arrangement is
structured such that all premium payments are returned to the Company.
The present value of Mr. Rosskamm's insurance arrangement for fiscal
year 1995 is $77,427.
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OPTION GRANTS TABLE
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information relating to stock option
grants during the last fiscal year for the Chief Executive Officer and the
other four most highly compensated executives of the Company.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED
ANNUAL RATES
OF STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(4)
----------------------------------------------------------------------------------------------- ------------------
NUMBER OF
SECURITIES PERCENT
UNDERLYING OF TOTAL EXERCISE
OPTIONS OPTIONS OR BASE
GRANTED GRANTED TO PRICE PER
(SHARES) EMPLOYEES IN COMMON EXPIRATION
NAME (1) FISCAL YEAR SHARE DATE (3) 5% 10%
---- ---------- ------------ -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Alan Rosskamm 15,000(2) 4.3% $15.50 12/15/2004 $146,218 $370,545
Robert Norton 12,000(2) 3.4% $15.50 12/15/2004 $116,974 $296,436
Jane Aggers 12,000(2) 3.4% $15.50 12/15/2004 $116,974 $296,436
Fred Johnson 5,000(2) 1.4% $15.50 12/15/2004 $ 48,739 $123,515
John Stec 5,000(2) 1.4% $15.50 12/15/2004 $ 48,739 $123,515
<FN>
_________________
(1) The option holder has the right to pay the exercise price by delivering
previously acquired shares of the Company's common stock and to have
shares withheld to satisfy tax withholding requirements in connection
with the exercise of options. Such options become immediately
exercisable upon a Change in Control of the Company, as defined in the
option plan. Options are nontransferable other than by will or the
laws of descent and distribution.
(2) Options become exercisable in four equal annual installments commencing
December 16, 1995.
(3) Options were granted for a term of ten years, subject to earlier
termination in certain events related to termination of employment.
</TABLE>
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(4) The amounts under the columns labeled "5%" and "10%" are included by
the Company pursuant to certain rules promulgated by the Securities and
Exchange Commission and are not intended to forecast future
appreciation, if any, in the price of the Company's stock. Such
amounts are based on the assumption that the named persons hold the
options granted for their full ten year term and that the market value
of the shares appreciate, in value from the market value on the date of
grant at the 5% and 10% annualized rates.
OPTION EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table provides information relating to aggregate option
exercises during the last fiscal year and fiscal year-end option values for the
Chief Executive Officer and the other four most highly compensated executives
of the Company.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE MONEY
OPTIONS AT OPTIONS AT
COMMON JANUARY 28, 1995 JANUARY 28, 1995
SHARES ACQUIRED VALUE ------------------------------- ------------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alan Rosskamm 5,250 $ 43,942 129,250 54,250 $922,283 $149,750
Robert Norton 0 $ 0 31,750 43,500 $ 89,716 $119,800
Jane Aggers 0 $ 0 48,750 47,250 $251,580 $100,075
Fred Johnson 0 $ 0 22,625 19,375 $107,074 $ 33,450
John Stec 0 $ 0 18,625 14,750 $ 70,699 $ 33,450
</TABLE>
CHANGE OF CONTROL AND EMPLOYMENT AGREEMENTS
The Company has entered into separate agreements (collectively, the
"Agreements") with Alan Rosskamm, Robert Norton and Jane Aggers. The
Agreements are designed to retain the executives and provide for continuity of
management in the event of any actual or threatened change in the control of
the Company. Each agreement only becomes operative upon a "Change in Control"
of the Company (as defined in the Agreements) and only if the executive is then
in the employ of the Company. After a Change in Control, each Agreement
becomes, in effect, a two-year employment agreement, providing a salary, bonus
and other employee benefits at not less than the levels existing prior to the
Change in Control. If the executive is terminated by the Company without
"cause" as defined in the Agreement or terminates his or her employment
following a significant change in his or her duties, the employee will be
entitled to receive compensation and benefits for the balance of the two-year
period. The executive is obligated to endeavor to mitigate damages by seeking
comparable employment elsewhere and, to the extent the employee receives
compensation and benefits from another employer, the foregoing payments
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and benefits provided by the Company will be reduced accordingly. In each
Agreement, the executive agrees that the employee will forfeit the foregoing
payments and benefits if the employee engages in competition with the Company
during the period that any payments are made or benefits provided under the
Agreement.
In connection with the Company's recent acquisition of Cloth World,
the Company and Robert Norton entered into an employment agreement wherein Mr.
Norton agreed to continue to serve in his current capacities with the Company,
as well as assist in the integration of Cloth World, through August 31, 1997,
unless terminated earlier by the parties. Under the agreement, Mr. Norton is
entitled to a minimum base salary as set forth in the table plus participation
in the bonus plan and to receive certain severance payments if he is terminated
without cause or he terminates his employment with the Company effective on or
after July 1, 1996. In addition, Mr. Norton has agreed not to engage in
certain competitive activities during the course of his employment and for a
period of three years thereafter. In the event of a "Change in Control" (as
defined above) during the term of the agreement, Mr. Norton may only assert his
rights under either the employment agreement or the "Change in Control"
agreement described above.
DIRECTORS' COMPENSATION
The Company compensates Directors, other than officers who are
Directors, for their services on the basis of a $16,000 annual retainer and
$1,000 for each day of Board and committee meetings attended. Effective
November 17, 1994, the annual retainer was increased from its prior level of
$10,000. The Company also maintains the 1988 Stock Option Plan for
Non-Employee Directors (the "Directors Plan"), which provides automatic
one-time grants of options for 15,000 Common Shares to new Non-Employee
Directors as of the date of their initial election and automatic grants of
options for 10,000 Common Shares to each Non-Employee Director upon completion
of five continuous years of service (commencing in 1989) as a Director. A
total of 115,000 Common Shares are currently available for issuance upon the
exercise of options granted or which may be granted under the Directors Plan.
Each option will terminate on the date that is ten years following the date of
grant; provided, that, in the event of the retirement of a Director after more
than ten years of continuous service, the Compensation Committee may accelerate
the date on which any option (outstanding for a period of more than twelve
months) becomes exercisable. When an optionee ceases to be a Director of the
Company for any reason, that optionee shall continue to have the right to
exercise an outstanding option during the three-month period immediately
following the date of termination of such service.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
--------------------------------------------------------------
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 31, 1995, the amount of
the Company's Common Shares beneficially owned of by each of its Directors and
nominees for Directors, the Chief Executive Officer, the four other most highly
compensated executive officers, and all executive officers and Directors of the
Company as a group. Unless otherwise indicated, each of the persons listed in
the following table has sole voting and investment power with respect to the
Common Shares set forth opposite his or her name:
<TABLE>
<CAPTION>
NUMBER OF
NAME OF COMMON SHARES PERCENT OF CLASS
BENEFICIAL OWNER BENEFICIALLY OWNED IF 1% OR MORE
---------------- ------------------ ----------------
<S> <C> <C>
Betty Rosskamm 694,479(1)(2) 7.57%
Alan Rosskamm 590,222(1)(3) 6.34%(3)
Alma Zimmerman 547,833(1) 5.97%
Robert Norton 120,034(1)(4) 1.30%(4)
Jane Aggers 104,048(1)(5) 1.13%(5)
Fred Johnson 38,805(1)(6)
--
John Stec 37,899(1)(7)
--
Samuel Krasney 17,250(8)
--
Ira Gumberg 17,250(9)
--
Scott Cowen 12,300(10)
--
Frank Newman 11,250(9)
--
All executive officers
and Directors as a 2,191,370(1)(11) 23.10%(11)
group (11 persons)
<FN>
________________
(1) With respect to Common Shares beneficially owned by such persons under
the Company's Employees' Savings and Profit Sharing Plan, the Common
Shares included are as of December 31, 1994, the latest date for which
statements are available.
</TABLE>
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(2) Includes 19,203 Common Shares held by Mrs. Rosskamm as custodian for
the benefit of her grandchildren.
(3) Includes 129,250 Common Shares subject to stock options granted to Mr.
Rosskamm exercisable on or prior to May 30, 1995, 69,500 Common Shares
held as restricted stock under the Company's Executive Incentive Plan,
and an aggregate of 181,751 Common Shares held by his children,
spouse, or by Mr. Rosskamm as trustee for the benefit of family
members and charities.
(4) Includes 31,750 Common Shares subject to stock options granted to Mr.
Norton exercisable on or prior to May 30, 1995, 59,500 Common Shares
held as restricted stock under the Company's Executive Incentive Plan,
and an aggregate of 2,250 Common Shares owned by Mr. Norton in a
fiduciary capacity for the benefit of his children and his wife.
(5) Includes 56,250 Common Shares subject to stock options granted to Ms.
Aggers exercisable on or prior to May 30, 1995 and 36,000 Common
Shares held as restricted stock under the Company's Executive
Incentive Plan.
(6) Includes 23,250 Common Shares subject to stock options granted to Mr.
Johnson exercisable on or prior to May 30, 1995, 7,500 Common Shares
held as restricted stock under the Company's Executive Incentive Plan,
and an aggregate of 1,000 Common Shares owned by Mr. Johnson in a
fiduciary capacity for the benefit of his children.
(7) Includes 18,625 Common Shares subject to stock options granted to Mr.
Stec exercisable on or prior to May 30, 1995 and 10,000 Common Shares
held as restricted stock under the Company's Executive Incentive Plan.
(8) Includes 15,000 Common Shares subject to stock options granted to Mr.
Krasney under the 1988 Stock Option Plan for Non-Employee Directors
exercisable on or prior to May 30, 1995.
(9) Includes 11,250 Common Shares subject to stock options granted to Mr.
Gumberg and Mr. Newman under the 1988 Stock Option Plan for Non-
Employee Directors exercisable on or prior to May 30, 1995.
(10) Includes 10,000 Common Shares subject to stock options granted to Mr.
Cowen under the 1988 Stock Option Plan for Non-Employee Directors
exercisable on or prior to May 30, 1995.
(11) Includes 306,625 Common Shares subject to stock options granted under
the Company's Stock Option Plans and exercisable on or prior to May
30, 1995 and 182,500 Common Shares of restricted stock awarded under
the Company's Executive Incentive Plan.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Unless otherwise indicated, the following table and notes thereto set
forth information as to the only persons or groups known to the Company, as of
March 31, 1995, to be beneficial owners (as defined by the Securities and
Exchange Commission) of more than five percent of the outstanding Common Shares
of the Company. Unless otherwise indicated, each of the owners listed in the
following table has sole voting and investment power with respect to the Common
Shares set forth opposite their names:
<TABLE>
<CAPTION>
NUMBER OF
NAME AND ADDRESS COMMON SHARES PERCENT
OF BENEFICIAL OWNERS BENEFICIALLY OWNED OF CLASS
-------------------- ------------------ --------
<S> <C> <C>
FMR Corp. 1,236,844(1) 13.47%
Edward C. Johnson 3d
82 Devonshire Street
Boston, MA 02109
Mr. and Mrs. Martin Rosskamm 874,468(2)(3) 9.53%
5555 Darrow Road
Hudson, OH 44236
First Pacific Advisors, Inc. 758,939(1) 8.27%
11400 West Olympic Boulevard
Suite 1200,
Los Angeles, CA 90064
Mr. and Mrs. Justin Zimmerman 687,303(2) 7.49%
5555 Darrow Road
Hudson, OH 44236
Mr. Alan Rosskamm 590,222(2)(4) 6.34%(4)
5555 Darrow Road
Hudson, OH 44236
The State Teachers Retirement 553,900(5) 6.03%
Board of Ohio (STRS)
275 East Broad Street
Columbus, OH 43215
The Capital Group Companies, Inc. 500,000(6) 5.45%
333 South Hope Street
Los Angeles, CA 90071
<FN>
____________________
(1) The Common Shares listed are reported on a Schedule 13G filed with the
Securities and Exchange Commission with respect to holdings as of
December 31, 1994. In such filing, Fidelity Management & Research
Company, a wholly owned subsidiary of FMR Corp. ("Fidelity"),
reported beneficial ownership of 1,221,811 Common Shares as a result of
</TABLE>
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acting as investment advisor to several investment funds that
hold such Common Shares (the "Funds"), including 372,311 Common Shares
from the assumed conversion of $18,150,000 principal amount of 6.25%
Convertible Subordinated Debentures of the Company (the "Debentures")
held by such Funds. The voting of these 1,211,811 Common Shares is
directed by each of the Funds' Boards of Trustees. In addition,
Fidelity Management Trust Company, a wholly owned subsidiary of FMR
Corp. ("FMTC"), reported beneficial ownership of 15,033 Common Shares,
including 13,333 Common Shares from the assumed conversion of $650,000
principal amount of Debentures held by FMTC.
(2) With respect to Common Shares beneficially owned by such persons under
the Company's Employees' Savings and Profit Sharing Plan, the Common
Shares included are as of December 31, 1994, the latest date for which
statements are available.
(3) Includes 19,203 Common Shares held by Mrs. Rosskamm as custodian for
the benefit of her grandchildren.
(4) Includes 129,250 Common Shares subject to stock options granted to Mr.
Rosskamm exercisable on or prior to May 30, 1995, 69,500 Common Shares
held as restricted stock under the Company's Executive Incentive Plan,
and an aggregate of 181,751 Common Shares held by his children, spouse,
or by Mr. Rosskamm as trustee for the benefit of family members and
charities.
(5) The Common Shares listed are reported on a Schedule 13G filed with the
Securities and Exchange Commission with respect to holdings as of
December 31, 1993. No subsequent amendment to the Schedule 13G has
been filed of record with the Securities and Exchange Commission.
(6) Capital Research and Management Company, a registered investment
adviser, and an operating subsidiary of the Capital Group Companies,
Inc., exercised as of December 31, 1994 investment discretion with
respect to 500,000 shares or 5.44% of outstanding shares of the class,
which were owned by various institutional investors. Said subsidiary
has no power to direct the vote of the above shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
----------------------------------------------
Ira Gumberg, a Director of the Company, is President and a principal
shareholder of J.J. Gumberg Co. J.J. Gumberg Co. owns or manages numerous
shopping centers, approximately 12 of which contain fabric stores of the
Company. All of the leases with respect to such stores were entered into prior
to Mr. Gumberg becoming a Director of the Company.
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized.
FABRI-CENTERS OF AMERICA, INC.
Date: May 24, 1995 By: /s/ Alan Rosskamm
------------------------------
Alan Rosskamm President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment No. 1 to Annual Report on Form 10-K has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Alan Rosskamm Chairman of the Board and Director
--------------------------------- (Chief Executive Officer)
Alan Rosskamm
/s/ Robert Norton* Vice Chairman and Director
--------------------------------- (Chief Accounting Officer)
Robert Norton
/s/ Betty Rosskamm* Director May 24, 1995
---------------------------------
Betty Rosskamm
/s/ Alma Zimmerman* Director
---------------------------------
Alma Zimmerman
/s/ Samuel Krasney* Director
---------------------------------
Samuel Krasney
/s/ Scott Cowen* Director
---------------------------------
Scott Cowen
/s/ Frank Newman* Director
---------------------------------
Frank Newman
/s/ Ira Gumberg* Director
---------------------------------
Ira Gumberg
</TABLE>
The undersigned, by signing his name hereto, does hereby sign this
Amendment No. 1 to Annual Report on Form 10-K on behalf of the above-named
officers and directors of Fabri-Centers of America, Inc., pursuant to powers of
attorney executed on behalf of each of such officers and directors and
previously filed with the Securities and Exchange Commission.
Date: May 24, 1995 *By: /s/ Alan Rosskamm Alan
--------------------------
Rosskamm, Attorney-in-Fact
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