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SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
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<S> <C>
/X/ Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
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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, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/X/ Fee paid previously with preliminary materials.
/ / 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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FABRI-CENTERS OF AMERICA, INC.
5555 Darrow Road
Hudson, Ohio 44236
Dear Fellow Shareholder:
You are cordially invited to attend Fabri-Center's Special
Meeting in Lieu of Annual Meeting of Shareholders at 1:00 p.m., Eastern Time,
Wednesday, August 2, 1995 at the Company's Corporate Offices, 5555 Darrow Road,
Hudson, Ohio. A notice of the meeting, proxy statement and proxy card, and the
Company's Annual Report for the fiscal year ended January 28, 1995 is enclosed
with this letter.
At this year's meeting, in addition to the normal election of
Directors, you are being asked to vote upon proposed amendments to the
Company's Articles of Incorporation (the "Recapitalization Amendment"), which
would, among other things, (i) provide for two classes of common stock, one
voting class designated as Class A Common Shares and a new class of nonvoting
shares designated as Class B Common Shares and (ii) change each issued share of
the Company's existing Common Shares into (a) one Class A Common Share and (b)
one 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 the two classes are described in the accompanying proxy statement. The
amendment requires a majority vote of all outstanding Common Shares.
YOUR BOARD OF DIRECTORS BELIEVES THAT THE AMENDMENT IS IN THE
BEST INTEREST OF THE COMPANY AND ITS SHAREHOLDERS AS WE GO FORTH INTO THE
FUTURE AND RECOMMENDS A VOTE "FOR" APPROVAL OF THE RECAPITALIZATION AMENDMENT.
The reasons for the Board's recommendation and other information as to the
effects of the Recapitalization Amendments on existing shareholders are
contained in the accompanying proxy statement.
It is important that your shares be represented and voted at
the meeting, regardless of whether or not you plan to attend in person. I urge
you to review the proxy statement carefully and to vote, sign, date and mail
the enclosed proxy in the envelope provided, whether or not you intend to be
present at the Annual Meeting.
Sincerely,
Alan Rosskamm
Chairman of the Board,
President and Chief Executive
Officer
