<PAGE> 1
As filed with the Securities and Exchange Commission on September 9, 1996
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
-------------------------------------------
Commission File No: 1-6695
--------------------------
FABRI-CENTERS OF AMERICA, INC.
EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
------------------------------------------
(Full title of the plan and the address of the plan, if different from that of
the issuer named below)
Fabri-Centers of America, Inc.
5555 Darrow Road
Hudson, OH 44236
----------------
(Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office)
page 1 of 19
<PAGE> 2
REQUIRED INFORMATION
Fabri-Centers of America, Inc. Employees' Savings and Profit Sharing Plan
("Plan") is subject to the Employee Retirement Income Security Act of 1974
("ERISA"). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the
financial statements and schedules of the Plan for the two fiscal years ended
December 31, 1995 and 1994, which have been prepared in accordance with the
financial reporting requirements of ERISA, are attached hereto as Appendix 1 and
incorporated herein by this reference.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Committee (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
FABRI-CENTERS OF AMERICA, INC.
EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
By: Fabri-Centers of America, Inc. Employees' Savings and Profit Sharing
Plan Committee
/s/ Rosalind Thompson
- ----------------------------------
Rosalind Thompson September 9, 1996
Committee Chairperson
page 2
<PAGE> 3
APPENDIX 1
FABRI-CENTERS OF AMERICA, INC.
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1995 AND 1994
TOGETHER WITH REPORT OF
INDEPENDENT PUBLIC ACCOUNTANTS
page 3
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Advisory Committee of the
Fabri-Centers of America, Inc. Employees'
Savings and Profit-Sharing Plan:
We have audited the accompanying statements of net assets available for benefits
of the Fabri-Centers of America, Inc. Employees' Savings and Profit-Sharing Plan
(the Plan) as of December 31, 1995 and 1994, and the related statement of
changes in net assets available for benefits for the year ended December 31,
1995, as listed in the accompanying index. These financial statements and
schedules referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1995 and 1994, and the changes in its net assets available for
benefits for the year ended December 31, 1995, in conformity with generally
accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules of assets held for
investment purposes (Schedule I) and reportable transactions (Schedule II), as
listed in the accompanying index, are presented for purposes of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Cleveland, Ohio,
August 23, 1996.
page 4
<PAGE> 5
FABRI-CENTERS OF AMERICA, INC.
------------------------------
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN
------------------------------------------
INDEX TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1995
-----------------
Statement of Net Assets as of December 31, 1995
Statement of Net Assets as of December 31, 1994
Statement of Changes in Net Assets for the Year Ended December 31,
1995
Notes to Financial Statements
Schedule I-Item 27a--Schedule of Assets Held for Investment Purposes
as of December 31, 1995
Schedule II-Item 27d--Schedule of Reportable Transactions for the Year
Ended December 31, 1995
page 5
<PAGE> 6
FABRI-CENTERS OF AMERICA, INC.
------------------------------
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN
------------------------------------------
STATEMENT OF NET ASSETS
-----------------------
DECEMBER 31, 1995
-----------------
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------------
Equity Insurance Company Company
S&P 500 Growth Contract Government Stock Stock
Stock Fund Fund Fund Bond Fund Fund A Fund B
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash and cash equivalents $ -- $ 28,435 $ 2,780 $ 7,762 $ 29,275 $ 17,152
---------- ---------- ---------- ---------- ---------- ----------
Investments, at market-
Corporate stocks -- -- -- -- 2,565,526 1,477,978
Insurance Company Investment Contracts -- -- 700,000 -- -- --
Society National Bank -
Victory Special Value Stock Fund -- 1,821,172 -- -- -- --
Victory Stock Index Fund 2,740,115 -- -- -- -- --
EB Magic Fund -- -- 3,794,723 -- -- --
Victory Government Mortgage Fund -- -- -- 1,203,753 -- --
---------- ---------- ---------- ---------- ---------- ----------
2,740,115 1,821,172 4,494,723 1,203,753 2,565,526 1,477,978
Employer contribution receivable -- -- -- -- -- --
Participant contribution receivable 53,239 42,293 45,937 26,765 90,482 11,554
Accrued interest receivable -- 37 38 24 127 82
---------- ---------- ---------- ---------- ---------- ----------
Total assets 2,793,354 1,891,937 4,543,478 1,238,304 2,685,410 1,506,766
---------- ---------- ---------- ---------- ---------- ----------
LIABILITIES:
Accrued administrative expenses 2,244 4,020 4,579 1,937 1,271 236
Other 11,131 -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ----------
Total liabilities 13,375 4,020 4,579 1,937 1,271 236
---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS (PARTICIPANTS' EQUITY) $2,779,979 $1,887,917 $4,538,899 $1,236,367 $2,684,139 $1,506,530
========== ========== ========== ========== ========== ==========
</TABLE>
page 6
<PAGE> 7
<TABLE>
<CAPTION>
Nonparticipant Directed
-------------------------------------------------------------
Stock Stock Company Company
Ownership Ownership Stock Stock
Fund A Fund B Fund A Fund B Total
----------- -------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS:
Cash and cash equivalents $ -- $ -- $ 22,909 $ 17,639 $ 125,952
----------- -------- ----------- ----------- -----------
Investments, at market-
Corporate stocks 207,919 170,807 2,007,605 1,519,950 7,949,785
Insurance Company Investment Contracts -- -- -- -- 700,000
Society National Bank -
Victory Special Value Stock Fund -- -- -- -- 1,821,172
Victory Stock Index Fund -- -- -- -- 2,740,115
EB Magic Fund -- -- -- -- 3,794,723
Victory Government Mortgage Fund -- -- -- -- 1,203,753
----------- -------- ----------- ----------- -----------
207,919 170,807 2,007,605 1,519,950 18,209,548
Employer contribution receivable -- -- 51,229 34,017 85,246
Participant contribution receivable -- -- -- -- 270,270
Accrued interest receivable -- -- 100 85 493
----------- -------- ----------- ----------- -----------
Total assets 207,919 170,807 2,081,843 1,571,691 18,691,509
----------- -------- ----------- ----------- -----------
LIABILITIES:
Accrued administrative expenses 142 232 994 244 15,899
Other 2,309 2,282 -- -- 15,722
----------- -------- ----------- ----------- -----------
Total liabilities 2,451 2,514 994 244 31,621
----------- -------- ----------- ----------- -----------
NET ASSETS (PARTICIPANTS' EQUITY) $ 205,468 $168,293 $ 2,080,849 $ 1,571,447 $18,659,888
=========== ======== =========== =========== ===========
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement.
page 7
<PAGE> 8
FABRI-CENTERS OF AMERICA, INC.
------------------------------
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN
------------------------------------------
STATEMENT OF NET ASSETS
-----------------------
DECEMBER 31, 1994
-----------------
<TABLE>
<CAPTION>
Particpant Directed
--------------------------------------------------------------
Equity Insurance Company
S&P 500 Growth Contract Government Stock
Stock Fund Fund Fund Bond Fund Fund
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS:
Cash and cash equivalents $ 638 $ 597 $ -- $ 400 $ 8,200
---------- ---------- ---------- ---------- ----------
Investments, at market-
Corporate stocks -- -- -- -- 2,093,328
Insurance Company Investment Contracts -- -- 1,700,000 -- --
Society National Bank -
Victory Special Value Stock Fund -- 1,003,173 -- -- --
Victory Stock Index Fund 1,689,920 -- -- -- --
EB Magic Fund -- -- 2,914,018 -- --
Victory Government Mortgage Fund -- -- -- 954,575 --
---------- ---------- ---------- ---------- ----------
1,689,920 1,003,173 4,614,018 954,575 2,093,328
Employer contribution receivable -- -- -- -- --
Participant contribution receivable 51,440 39,105 107,123 32,923 83,310
Accrued interest receivable 11 8 80,141 7 136
---------- ---------- ---------- ---------- ----------
Total assets 1,742,009 1,042,883 4,801,282 987,905 2,184,974
---------- ---------- ---------- ---------- ----------
LIABILITIES:
Accrued administrative expenses 3,947 2,332 9,118 2,212 5,716
Other -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Total liabilities 3,947 2,332 9,118 2,212 5,716
---------- ---------- ---------- ---------- ----------
NET ASSETS (PARTICIPANTS' EQUITY) $1,738,062 $1,040,551 $4,792,164 $ 985,693 $2,179,258
========== ========== ========== ========== ==========
</TABLE>
page 8
<PAGE> 9
<TABLE>
<CAPTION>
Nonparticipant Directed
--------------------------------------
Stock Company
Ownership Stock
Fund Fund Total
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS:
Cash and cash equivalents $ -- $ 8,434 $ 18,269
----------- ----------- -----------
Investments, at market-
Corporate stocks 310,909 2,152,774 4,557,011
Insurance Company Investment Contracts -- -- 1,700,000
Society National Bank -
Victory Special Value Stock Fund -- -- 1,003,173
Victory Stock Index Fund -- -- 1,689,920
EB Magic Fund -- -- 2,914,018
Victory Government Mortgage Fund -- -- 954,575
----------- ----------- -----------
310,909 2,152,774 12,818,697
Employer contribution receivable -- 86,458 86,458
Participant contribution receivable -- -- 313,901
Accrued interest receivable 7 139 80,449
----------- ----------- -----------
Total assets 310,916 2,247,805 13,317,774
----------- ----------- -----------
LIABILITIES:
Accrued administrative expenses 718 5,880 29,923
Other 7,550 -- 7,550
----------- ----------- -----------
Total liabilities 8,268 5,880 37,473
----------- ----------- -----------
NET ASSETS (PARTICIPANTS' EQUITY) $ 302,648 $ 2,241,925 $13,280,301
=========== =========== ===========
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement.
page 9
<PAGE> 10
FABRI-CENTERS OF AMERICA, INC.
------------------------------
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN
------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
----------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
------------------------------------
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------
Equity Insurance Company Company
S&P 500 Growth Contract Government Stock Stock
Stock Fund Fund Fund Bond Fund Fund A Fund B
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
INCREASES:
Interest and dividend income $ 63,461 $ 32,338 $ 12,713 $ 79,390 $ 4,629 $ 199
Contributions by Fabri-Centers of America, Inc. -- -- -- -- -- --
Contributions by participants 648,382 599,254 559,294 364,472 1,003,318 26,557
Net realized gain on sale of investments 72,825 64,871 32,963 10,000 141,754 4,652
Net unrealized gain on investments 557,621 260,074 227,709 72,459 524,163 221,533
Other 725 526 -- -- -- 1,751
----------- ----------- ----------- ----------- ----------- -----------
1,343,014 957,063 832,679 526,321 1,673,864 254,692
----------- ----------- ----------- ----------- ----------- -----------
DECREASES:
Distributions to former participants 234,928 144,087 436,587 150,445 337,543 54,955
Administrative expenses 39,943 18,748 29,694 11,351 4,850 2,564
Other -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
274,871 162,835 466,281 161,796 342,393 57,519
----------- ----------- ----------- ----------- ----------- -----------
NET INCREASE FOR THE YEAR 1,068,143 794,228 366,398 364,525 1,331,471 197,173
BALANCE, BEGINNING OF YEAR 1,738,062 1,040,551 4,792,164 985,693 2,179,258 --
INTERFUND TRANSFERS:
Investment election (26,226) 53,138 (619,663) (113,851) 661,053 (178,286)
Transfer due to Company stock split -- -- -- -- (1,487,643) 1,487,643
----------- ----------- ----------- ----------- ----------- -----------
BALANCE, END OF YEAR $ 2,779,979 $ 1,887,917 $ 4,538,899 $ 1,236,367 $ 2,684,139 $ 1,506,530
=========== =========== =========== =========== =========== ===========
</TABLE>
page 10
<PAGE> 11
<TABLE>
<CAPTION>
Nonparticipant Directed
-----------------------------------------------------------------
Stock Stock Company Company
Ownership Ownership Stock Stock
Fund A Fund B Fund A Fund B Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
INCREASES:
Interest and dividend income $ 164 $ -- $ 3,623 $ 204 $ 196,721
Contributions by Fabri-Centers of America, Inc. -- -- 647,484 106,802 754,286
Contributions by participants -- -- -- -- 3,201,277
Net realized gain on sale of investments 373 48 110,927 4,784 443,197
Net unrealized gain on investments 68,645 29,792 410,174 227,826 2,599,996
Other -- -- -- 1,801 4,803
----------- ----------- ----------- ----------- -----------
69,182 29,840 1,172,208 341,417 7,200,280
----------- ----------- ----------- ----------- -----------
DECREASES:
Distributions to former participants 23,017 2,215 264,139 56,517 1,704,433
Administrative expenses -- -- 3,795 2,638 113,583
Other 1,514 1,163 -- -- 2,677
----------- ----------- ----------- ----------- -----------
24,531 3,378 267,934 59,155 1,820,693
----------- ----------- ----------- ----------- -----------
NET INCREASE FOR THE YEAR 44,651 26,462 904,274 282,262 5,379,587
BALANCE, BEGINNING OF YEAR 302,648 -- 2,241,925 -- 13,280,301
INTERFUND TRANSFERS:
Investment election -- -- 98,777 125,058 --
Transfer due to Company stock split (141,831) 141,831 (1,164,127) 1,164,127 --
----------- ----------- ----------- ----------- -----------
BALANCE, END OF YEAR $ 205,468 $ 168,293 $ 2,080,849 $ 1,571,447 $18,659,888
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement.
page 11
<PAGE> 12
FABRI-CENTERS OF AMERICA, INC.
------------------------------
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN
------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1995 AND 1994
--------------------------
1. SUMMARY OF PLAN:
----------------
The original Fabri-Centers of America, Inc. Employees' Profit-Sharing
Plan was adopted as of September 1, 1974, and has been amended on
occasion in order to, among other things, maintain compliance with the
requirements of the Employee Retirement Income Security Act of 1974
(ERISA). Effective January 1, 1983, the plan was amended, restated and
renamed the Fabri-Centers of America, Inc. Employees' Savings and
Profit-Sharing Plan (the Plan), which included a payroll-based employee
stock ownership feature (PAYSOP). Effective April 1, 1992, the Plan was
again amended and restated. Effective August 2, 1995, the Plan was
amended to reflect the recapitalization of the Fabri-Centers of
America, Inc. common stock whereby each existing common share was
exchanged for one Class A share and one Class B share. The principal
provisions of the Plan are as follows:
Eligibility
- -----------
All active employees of Fabri-Centers of America, Inc. (the Company)
and wholly owned subsidiaries that have adopted the Plan, and who have
been continuously employed as employees of the Company for a period of
one year, have attained the age of 21, have completed at least 1,000
hours of service and are not a member of a recognized collective
bargaining organization, are eligible to participate in the Plan.
Deferred Income Contributions
- -----------------------------
Pursuant to a Compensation Deferral Agreement permitted under Section
401(k) of the Internal Revenue Code, plan participants may elect to
defer from 1% to 10% of their compensation, subject to an annual
limitation under the Internal Revenue Code, and such amount will be
contributed to the Plan by the Company as a deferred income
contribution.
Employer Matching Contributions
- -------------------------------
The Company will contribute to the Plan, subject to the forfeiture
provision outlined in the following paragraph, an adjustable percentage
of the deferred income contributions made by participants, (up to a 4%
employee deferred compensation contribution), as well as such
additional amounts as the Board of Directors may determine. These
contributions are allocated among participants in proportion to the
deferred income contributions made on their behalf for such period and
credited to their separate accounts.
The Company's matching contribution can range from 0% to 100%, and can
be modified prior to the beginning of a month by a duly authorized
officer of the Company. For the 1995 and 1994 plan years, the Company's
matching contribution was 50% (of the first 4% contributed by the
participant). Effective January 1, 1991, all Company matching
contributions are in the form of Fabri-Centers of America, Inc. common
stock, and are invested in the Company Stock Fund.
page 12
<PAGE> 13
Company contributions are funded only to the extent that they exceed
cumulative forfeitures of participants terminated from the Plan.
Investment of Employee Contributions
- ------------------------------------
Under the Plan, each participant selects the manner in which deferred
income contributions to their account are to be invested. Contributions
are invested in 20% increments, up to 100% in any one of the following
investment options:
a. S & P Stock Fund -- Investments are made in a portfolio of
stocks comparable to the Standard & Poor's 500 largest
companies with a rate of return that may fluctuate
substantially and providing for no guarantee against loss;
b. Equity Growth Fund -- Investments are made in smaller, more
rapidly growing companies and providing for no guarantee
against loss;
c. Insurance Contract Fund -- Investments are made in investment
contracts issued by insurance companies and banks providing
for stability of principal and attractive rates of interest;
d. Government Bond Fund -- Investments are made in bonds issued
or guaranteed by the U.S. Government, its agencies or
instrumentalities dependent upon the prevailing interest rates
and providing for a lower risk of loss;
e. Company Stock Fund A - Investments are made in Fabri-Centers
of America, Inc. Class A common stock and providing for no
guarantee against loss; or
f. Company Stock Fund B - Investments are made in Fabri-Centers
of America, Inc. Class B common stock and providing for no
guarantee against loss.
A participant may change his investment election with respect to future
contributions and, separately, past contributions as of January 1, April 1, July
1, or October 1 of each year.
In August of 1995, each share of Fabri-Centers of America, Inc. common stock was
exchanged for one Class A share and one Class B share. As a result, the Plan was
amended to add two new funds. These funds are the Company Stock Fund B and the
Stock Ownership (PAYSOP) Fund B. The existing Company Stock and PAYSOP Funds
were renamed as the Company Stock Fund A and Stock Ownership Fund A. As the
above exchange was for an even number of Class A and Class B shares, the value
of the original funds was split evenly and transferred to the two new funds at
the time of their creation. These transfers have been reflected as transfer due
to Company stock split in the accompanying statement of changes in net assets.
PAYSOP Contributions
- --------------------
Prior to February 1, 1987, the Company made PAYSOP contributions to the Stock
Ownership Fund for each year in an amount equal to the tax credit available
under Section 44G of the Internal Revenue Code. This tax credit was eliminated
by the Tax Reform Act of 1986 and, therefore, the Company no longer makes PAYSOP
contributions. Distributions of the PAYSOP account balances to terminated
participants are made in shares of Company common stock unless otherwise
specified by the participant.
page 13
<PAGE> 14
Vesting Requirements
- --------------------
Contributions allocated to the accounts of participants in accordance with
PAYSOP provisions and deferred income contributions made on behalf of
participants in accordance with compensation deferral agreements are fully
vested and nonforfeitable at all times. Company matching contributions generally
vest ratably over a four-year period, based on length of employment. A
participant's entire interest under the Plan becomes fully vested upon his death
while employed, attainment of age 65, or permanent and total disability.
Trustee's Fees and Other Expenses
- ---------------------------------
Costs incident to the purchase and sale of securities, such as brokerage
commissions and stock transfer taxes, are paid by the respective funds, unless
otherwise paid by the Company. All other costs and expenses incurred in
administering the Plan, including fees of the trustee, are paid by the Plan,
unless otherwise paid by the Company. During 1995 and 1994, all trustee fees and
other administrative expenses were paid by the Plan.
Termination
- -----------
The Board of Directors, without further approval of shareholders, may terminate
the Plan at any time. If the Plan is terminated, the Company contributions
credited to each affected participant shall fully vest immediately.
2. SIGNIFICANT ACCOUNTING POLICIES:
--------------------------------
Basis of Accounting
- -------------------
The accompanying financial statements are prepared on the accrual basis of
accounting. As such, management must make certain estimates and assumptions that
affect the reported amounts of net assets available for plan benefits and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of changes in net assets available for plan
benefits during the period. Actual results could differ from those estimates.
Valuation of Investments
- ------------------------
All investments except the Confederated Life Guaranteed Insurance Contracts
(GIC) are stated at market value based on published market data. A summary of
the Plan's investments as of December 31, 1995 is presented on supporting
Schedule I of this report.
GIC's are stated at contract value. Contract value represents contributions made
under the contract, plus interest at the contract rate, less administration
costs and funds distributed as prescribed by the contract.
Income Taxes
- ------------
In August of 1994, the Plan received a favorable determination letter from the
Internal Revenue Service indicating that the Plan is exempt from income taxes
under current regulations. The plan administrator believes that the Plan
continues to comply with all federal and ERISA regulations to qualify as tax
exempt. Accordingly, no provision for federal income taxes has been made in the
accompanying financial statements.
page 14
<PAGE> 15
3. INFORMATION CERTIFIED BY TRUSTEE:
---------------------------------
The trustee, KeyCorp Investment Management and Trust Services, maintains records
of investment transactions and participant accounts and determines the valuation
of the investment portfolio of each fund. Information with respect to (1)
investments held and their market values as presented in (a) the statements of
net assets available for benefits, and (b) Schedule I, (2) investment income,
net realized gain on the sale of investments and net unrealized gain on
investments for the year ended December 31, 1995, and (3) Schedule II has been
reported by the trustee as being complete and accurate.
4. REPORTABLE TRANSACTIONS:
------------------------
Schedule II summarizes the Plan's reportable transactions for the year ended
December 31, 1995. A reportable transaction is any transaction or series of
transactions, as defined, involving amounts in excess of 5% of the current value
of the Plan's assets as of the beginning of the Plan year.
5. PARTY-IN-INTEREST TRANSACTIONS:
-------------------------------
There have been no prohibited transactions with a party in interest, as defined
by ERISA.
6. RECONCILIATION TO FORM 5500:
----------------------------
The statement of changes in net assets available for plan benefits reconciles as
follows to Form 5500:
1995 Form 5500:
-----------------------------------------
Net assets at end of year $18,514,244
1995 Statement of Changes in Net Assets
Available for Benefits:
-----------------------------------------
Net assets at beginning of year $13,280,301
Increases 7,200,280
Decreases (1,820,693)
-----------
Subtotal 18,659,888
-----------
Difference $ 145,644
===========
The difference in net assets is related to the treatment of benefits payable.
For purposes of the financial statements, benefits payable to plan participants
are treated as a component of net assets available for benefits, with the
related amounts disclosed in the financial statements, whereas the Form 5500
treats benefits payable as a reduction in net assets available for benefits.
page 15
<PAGE> 16
7. CONFEDERATION LIFE INSURANCE CONTRACTS:
---------------------------------------
On August 12, 1994, the Canadian Superintendent of Financial Institutions took
control of the Confederation Life Insurance Company (Confederation Life) with
the intent of liquidating Confederation Life's assets. As shown on the
accompanying schedule of assets held for investment purposes (Schedule I), at
December 31, 1995, the Plan held two GIC's issued by Confederation Life with a
total cost of $700,000. It is still uncertain what impact, if any, the above
actions will have on the value of the remaining GIC's, and, therefore, no
provision for potential loss has been reflected in the accompanying financial
statements.
8. SUBSEQUENT EVENTS
-----------------
In April, 1996 the S&P 500 Stock Fund, the Equity Growth Fund, the Insurance
Contract Fund and the Government Bond Fund were replaced with the EB MaGIC Fund,
the Victory Intermediate Income Fund, the Victory Stock Index Fund and the
Fidelity Magellan Fund, respectively. All balances in the existing funds were
transferred into the new funds. These new funds essentially offer the
participants fund investment election choices at the same risk levels as those
previously available.
Effective July 1, 1996 the Committee amended the Plan to allow participants to
make investment election changes on a monthly basis in addition to allowing for
participant loans against their existing accounts subject to certain
limitations.
page 16
<PAGE> 17
SCHEDULE I
FABRI-CENTERS OF AMERICA, INC.
------------------------------
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN
------------------------------------------
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
---------------------------------------------------------
DECEMBER 31, 1995
-----------------
EMPLOYER IDENTIFICATION NUMBER: 34-0720629
------------------------------------------
PLAN NUMBER: 001
----------------
<TABLE>
<CAPTION>
Number Market
of Shares Issuer Cost Value
- ----------- --------------------------------------------------- ------------- -------------
<S> <C> <C> <C>
S&P 500 STOCK FUND:
211,265 Victory Stock Index Fund $2,182,494 $2,740,115
------------- -------------
EQUITY GROWTH FUND:
145,927 Victory Special Value Stock Fund 1,561,098 1,821,172
------------- -------------
INSURANCE CONTRACT FUND:
350,720 Society EB Magic Fund 3,567,014 3,794,723
Insurance Company Investment Contracts-
Confederation Life Insurance Co., 8.84%, Contract
No. GIC GA61897, due August 17, 1994
500,000 500,000 500,000
Confederation Life Insurance Co., 8.84%, Contract
No. GIC GA61900, due August 17, 1994
200,000 200,000 200,000
------------- -------------
700,000 700,000
------------- -------------
Total insurance contract fund 4,267,014 4,494,723
------------- -------------
</TABLE>
page 17
<PAGE> 18
SCHEDULE I
Continued
<TABLE>
<CAPTION>
Number Market
of Shares Issuer Cost Value
- ----------- --------------------------------------------------- ------------- -------------
<S> <C> <C> <C>
GOVERNMENT BOND FUND:
109,531 Victory Government Mortgage Fund $ 1,131,294 $ 1,203,753
------------- --------------
COMPANY STOCK FUND A:
345,142 Fabri-Centers of America, Inc. Class A Common
Stock 3,638,794 4,573,131
------------- --------------
COMPANY STOCK FUND B:
278,877 Fabri-Centers of America, Inc. Class B Common
Stock 2,548,569 2,997,928
------------- --------------
STOCK OWNERSHIP FUND A:
15,692 Fabri-Centers of America, Inc. Class A Common
Stock 139,274 207,919
------------- --------------
STOCK OWNERSHIP FUND B:
15,889 Fabri-Centers of America, Inc. Class B Common
Stock 141,015 170,807
------------- --------------
Total all funds $15,609,552 $18,209,548
============= ==============
</TABLE>
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<PAGE> 19
SCHEDULE II
FABRI-CENTERS OF AMERICA, INC.
------------------------------
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN
------------------------------------------
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS
---------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
------------------------------------
EMPLOYER IDENTIFICATION NUMBER: 34-0720629
------------------------------------------
PLAN NUMBER: 001
----------------
<TABLE>
<CAPTION>
Cost or
Number of Purchase Selling
Transactions Price Price Gain
------------ ---------- ---------- --------
SALES:
<S> <C> <C> <C> <C>
Employee Benefits Money Market Fund 225 $7,170,264 $7,170,264 $ -
Victory Special Value Fund 13 118,873 134,741 15,868
Victory Stock Index Fund 22 159,885 184,846 24,961
Society EB Magic Fund 34 829,200 868,456 39,256
Fabri-Centers of America, Inc. Common Stock
Purchase Rights 2 14,753 25,515 10,762
Fabri-Centers of America, Inc. Class A Common
Stock 6 379,039 638,963 259,924
PURCHASES:
Employee Benefits Money Market Fund 255 $7,277,946 $ - $ -
Victory Special Value Fund 24 676,613 - -
Victory Stock Index Fund 32 651,335 - -
Society EB Magic Fund 19 1,488,488 - -
Fabri-Centers of America, Inc. Common Stock
Purchase Rights 12 1,075,923 - -
Fabri-Centers of America, Inc. Class A Common
Stock 4 1,409,096 - -
</TABLE>
page 19
