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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1) 1
FABRI-CENTERS OF AMERICA, INC.
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(Name of issuer)
CLASS A COMMON SHARES, WITHOUT PAR VALUE
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(Title of class of securities)
302846 20 9
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(CUSIP number)
ALAN ROSSKAMM, FABRI-CENTERS OF AMERICA, INC., 5555 DARROW ROAD, HUDSON, OHIO
44236 (216) 656-2600
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(Name, address and telephone number of person
authorized to receive notices and communications)
MARCH 20, 1997
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(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. |_| (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 6 Pages)
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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).
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<TABLE>
SCHEDULE 13D
CUSIP NO. 302846 20 9 PAGE 2 OF 6 PAGES
<S> <C>
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| 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 |
|-------------------------------|-------|-----------------------------------------------------------------|
| NUMBER OF | 7 | SOLE VOTING POWER |
| | | |
| SHARES | | 849,289** |
| |-------|-----------------------------------------------------------------|
| BENEFICIALLY | 8 | SHARED VOTING POWER |
| | | |
| OWNED BY | | 25,500 |
| |-------|-----------------------------------------------------------------|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| | | |
| REPORTING | | 849,289** |
| |-------|-----------------------------------------------------------------|
| PERSON | 10 | SHARED DISPOSITIVE POWER |
| | | |
| WITH | | 25,500 |
|-------------------------------|-------|-----------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 874,789** |
|-----|---------------------------------------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN |
| | SHARES [ X ] |
| | ---- |
|-----|---------------------------------------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 9.6% |
|-----|---------------------------------------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON* |
| | |
| | IN |
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* Of the Class A Common Shares reported, 622,353 are beneficially owned by
Mrs. Rosskamm by virtue of the distribution of that number of Class A Common
Shares to Mrs. Rosskamm from her husband's estate on March 20, 1997. 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 5097 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 February 28, 1997, with regard to which
Mrs. Rosskamm has sole voting and dispositive control. Also includes 25,000
Class A Common Shares held by The Rosskamm Family Partnership with regard to
which Mrs. Rosskamm has sole voting and dispositive control and 25,500 Class A
Common Shares held by Rosskamm Family Partners, L.P. with regard to which Mrs.
Rosskamm has shared voting and dispositive control.
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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
Of the Class A Common Shares reported, 622,353 are
beneficially owned by Mrs. Rosskamm by virtue of the
distribution of that number of Class A Common Shares to Mrs.
Rosskamm from her husband's estate on March 20, 1997. 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.
Item 4. Purpose of Transaction.
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. On March 20, 1997, all of these Class A Common Shares
were distributed to Mrs. Rosskamm directly. On May 21, 1996,
as executor of the estate, Mrs. Rosskamm sold 88,225 Class B
Common Shares, as compared to Class A Common Shares, from the
estate's holdings. Accordingly, during the period Mrs.
Rosskamm was executor of her husband's estate, she was the
beneficial owner of 622,353 Class A Common Shares.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of Class A Common Shares
beneficially owned by Mrs. Rosskamm is 874,789, which
comprises 9.6% of the outstanding Class A Common
Shares of Fabri-Centers of America, Inc. as of
March 31, 1997.
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The number of Class A Common Shares reported includes
5097 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 February 28, 1997, 25,000 Class A
Common Shares held by The Rosskamm Family
Partnership, with regard to which Mrs. Rosskamm has
sole voting and dispositive control and 25,500 Class
A Common Shares held by Rosskamm Family Partners,
L.P. with regard to which Mrs. Rosskamm has shared
voting and dispositive control.
(b) 849,289 Class A Common Shares -- sole power to vote
or to direct the vote
849,289 Class A Common Shares -- sole power to
dispose or to direct the disposition
25,500 Class A Common Shares -- shared power to vote
or to direct the vote
25,500 Class A Common Shares -- shared power to
dispose or to direct the disposition
(c) 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. On March 20, 1997,
all of these Class A Common Shares were distributed
to Mrs. Rosskamm directly. On May 21, 1996, as
executor of the estate, Mrs. Rosskamm sold 88,225
Class B Common Shares, as compared to Class A Common
Shares, from the estate's holdings. Accordingly,
during the period Mrs. Rosskamm was executor of her
husband's estate, she was the beneficial owner of
622,353 Class A Common Shares.
(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
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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.
April 3, 1997 /s/ Betty Rosskamm
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Betty Rosskamm
