<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __ )(1)
FABRI-CENTERS OF AMERICA, INC.
- -------------------------------------------------------------------------------
(Name of issuer)
Class A Common Shares, without par value
- -------------------------------------------------------------------------------
(Title of class of securities)
302846 20 9
- -------------------------------------------------------------------------------
(CUSIP number)
Alan Rosskamm, Fabri-Centers of America, Inc., 5555 Darrow Road, Hudson, Ohio
44236 (216) 656-2600
- -------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
May 21, 1996
- -------------------------------------------------------------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box |_|.
Check the following box if a fee is being paid with the statement. |X|
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note. Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of __ Pages)
- -------------
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
<TABLE>
<CAPTION>
SCHEDULE 13D
- -----------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------- -------------------------------------------------------
CUSIP No. 302846 20 9 13D Page 2 of 6 Pages
--------------------------------------- --------- ---------
- ---------------------------------------------------- -------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mrs. Betty Rosskamm
- -----------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- -----------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF,00*
- -----------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| |
- -----------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 785,813**
SHARES -------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 785,813**
-------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
785,813**
- -----------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
Mrs. Rosskamm disclaims beneficial ownership as to 2,830 Class A
Common Shares held on behalf of Martin Rosskamm through the Fabri-
Centers of America, Inc. Employees' Savings and Profit-Sharing Plan.
These shares are not included in the number of shares reported in
Items 7-11 above or reflected in Item 13 below.
- -----------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
- -----------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
* Of the Class A Common Shares reported, 534,128 are beneficially owned by
Mrs. Rosskamm by virtue of her status as executor of her husband's estate. Prior
to becoming executor of her husband's estate, Mrs. Rosskamm had disclaimed
beneficial ownership of these shares. The majority of additional Class A Common
Shares reported by this Schedule as beneficially owned by Mrs. Rosskamm were
acquired over a number of years and were generally purchased using personal
funds.
** Includes 4,846 and 244 Class A Common Shares held, respectively, through
the company stock and PAYSOP funds of the Fabri-Centers of America, Inc.
Employees' Savings and Profit Sharing Plan as of March 31, 1996, with regard to
which Mrs. Rosskamm has sole voting and dispositive control. Mrs. Rosskamm has
no voting or dispositive control over the 2,541 and 289 Class A Common Shares
held, respectively, through the company stock and PAYSOP funds of such plan on
behalf of Martin Rosskamm and Mrs. Rosskamm disclaims beneficial ownership of
these shares. Also includes 50,000 Class A Common Shares held by The Rosskamm
Family Partnership with regard to which Mrs. Rosskamm has sole voting and
dispositive control as the general partner.
<PAGE> 4
SCHEDULE 13D
Item 1. Security and Issuer.
(a) Class A Common Shares, without par value
(b) Fabri-Centers of America, Inc.
5555 Darrow Road
Hudson, Ohio 44236
Item 2. Identity and Background
(a) Betty Rosskamm
(b) 5555 Darrow Road
Hudson, Ohio 44236
(c) Mrs. Rosskamm is Senior Vice President and Secretary of Fabri-Centers
of America, Inc. Mrs. Rosskamm also is a member of The Fabri-Centers
of America, Inc. Board of Directors.
(d) Not Applicable
(e) Not Applicable
(f) United States
Item 3. Source and Amount of Funds or Other Consideration
Prior to Mr. Rosskamm's death, the majority of the Class A Common
Shares beneficially owned by Mrs. Rosskamm had been acquired over a
number of years and were generally purchased using personal funds. In
connection with her husband's death, Mrs. Rosskamm became the
beneficial owner of 622,353 Class A Common Shares by virtue of her
status as executor of her husband's estate. Prior to becoming executor
of her husband's estate, Mrs. Rosskamm had disclaimed beneficial
ownership of these shares.
Item 4. In connection with her husband's death, Mrs. Rosskamm became
the beneficial owner of 622,353 Class A Common Shares by virtue of
Mrs. Rosskamm's status as executor of her husband's estate. Prior to
becoming executor of her husband's estate, Mrs. Rosskamm had
disclaimed beneficial ownership of these shares. On May 21, 1996, as
executor of the estate, Mrs. Rosskamm sold 88,225 Class A Common
Shares from the estate's holdings.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of Class A Common Shares beneficially owned
by Mrs. Rosskamm is 785,813, which comprises 8.8% of the
outstanding Class A Common Shares of Fabri-Centers of America,
Inc. The number of Class A Common Shares reported includes 4,846
and 244 shares held, respectively, through the company stock and
PAYSOP funds of the Fabri-Centers of America, Inc. Employees'
Savings and Profit Sharing Plan as of March 31, 1996 and 50,000
Class A Common Shares held by The Rosskamm Family
<PAGE> 5
Partnership, with regard to which Mrs. Rosskamm has sole voting
and dispositive control as the general partner. Mrs. Rosskamm has
no voting or dispositive control over the 2,541 and 289 Class A
Common Shares held, respectively, through the company stock and
PAYSOP funds of the Employees' Savings and Profit Sharing Plan on
behalf of Martin Rosskamm and Mrs. Rosskamm disclaims beneficial
ownership of these shares.
(b) 785,813 Class A Common Shares -- sole power to vote or to direct
the vote
785,813 Class A Common Shares -- sole power to dispose or to
direct the disposition
(c) On May 21, 1996, as executor of the estate, Mrs. Rosskamm sold
88,225 Class A Common Shares from the estate's holdings. The
Class A Common Shares were sold in market transactions on the New
York Stock Exchange at a price per share of $13.25.
(d) Not Applicable
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None
Item 7. Material to Be Filed as Exhibits.
None
<PAGE> 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
May 29, 1996 /s/ Betty Rosskamm
----------------------------------------
Betty Rosskamm
