<PAGE> 1
As filed with the Securities and Exchange Commission on June 29, 1998
- --------------------------------------------------------------------------------
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, 1997
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 3
<PAGE> 2
REQUIRED INFORMATION
Fabri-Centers of America, Inc. Employees' Savings and Profit Sharing Plan (the
"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, 1997 and 1996, which have been prepared in accordance with the
financial reporting requirements of ERISA, are attached hereto as Exhibit 99 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 June 29, 1998
Committee Chairperson
Page 2 of 3
<PAGE> 3
FABRI-CENTERS OF AMERICA, INC. EMPLOYEES' SAVINGS AND
PROFIT SHARING PLAN
EXHIBIT INDEX
<TABLE>
<CAPTION>
Official
--------
Exhibit No. Description
----------- -----------
<S> <C>
23 Consent of Independent Public Accountants
99 Fabri-Centers of America, Inc.
Employees' Savings and Profit-Sharing Plan
Financial Statements
As of December 31, 1997 and 1996
Together With Report of
Independent Public Accountants
</TABLE>
Page 3 of 3
<PAGE> 1
Exhibit 23
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation of our
report on the financial statements of the Fabri-Centers of America, Inc.
Employees' Savings and Profit Sharing Plan dated April 30, 1998, included in
this Form 11-K into the Company's previously filed Registration Statement (Form
S-8) pertaining to the Fabri-Centers of America, Inc. Employees' Savings and
Profit Sharing Plan (33-32809).
Arthur Andersen LLP
Cleveland, Ohio
June 29, 1998
<PAGE> 1
Exhibit 99
FABRI-CENTERS OF AMERICA, INC.
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1997 AND 1996
TOGETHER WITH REPORT OF
INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE> 2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Advisory Committee of
Fabri-Centers of America, Inc. Employees'
Savings and Profit-Sharing Plan:
We have audited the accompanying statements of net assets of Fabri-Centers of
America, Inc. Employees' Savings and Profit-Sharing Plan (the Plan) as of
December 31, 1997 and 1996, and the related statement of changes in net assets
for the year ended December 31, 1997, as listed in the accompanying index. These
financial statements and the schedules referred to below are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules 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 of the Plan as of December 31, 1997 and
1996, and the changes in its net assets for the year ended December 31, 1997, in
conformity with generally accepted accounting principles.
Our audits were 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's 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 audits 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,
April 30, 1998.
<PAGE> 3
FABRI-CENTERS OF AMERICA, INC.
------------------------------
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN
------------------------------------------
INDEX TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1997
-----------------
Statement of Net Assets as of December 31, 1997
Statement of Net Assets as of December 31, 1996
Statement of Changes in Net Assets for the Year Ended December 31, 1997
Notes to Financial Statements
Schedule I-Item 27a--Schedule of Assets Held for Investment Purposes
as of December 31, 1997
Schedule II-Item 27d--Schedule of Reportable Transactions for the Year
Ended December 31, 1997
<PAGE> 4
FABRI-CENTERS OF AMERICA, INC.
------------------------------
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN
------------------------------------------
STATEMENT OF NET ASSETS
-----------------------
AS OF DECEMBER 31, 1997
-----------------------
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------------
Fidelity Company
Stock Index Magellan EB Magic Intermediate Company Stock
Fund Fund Fund Income Fund Stock Fund A Fund B
------------- ------------- ------------- --------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash and cash equivalents $ $ $ $ $ 125,088 $
- - - - 41,801
Investments, at market-
Corporate stocks - - - - 5,054,181 1,992,482
Key Bank-
Victory Stock Index Fund 6,478,627 - - - - -
Prism Fidelity Magellan Fund - 4,045,076 - - - -
Prism Magic Fund - - 4,225,657 - - -
Prism Money Market Fund - - 641,657 - - -
Victory Intermediate Income Fund - - - 1,840,669 - -
Loan Fund - - - - - -
------------- ------------ ------------- ------------- ------------- ------------
6,478,627 4,045,076 4,867,314 1,840,669 5,054,181 1,992,482
Employer contributions receivable - - - - - -
Participant contributions receivable 26,486 19,581 15,284 9,691 25,585 5,973
------------- ------------ ------------- ------------- ------------- ------------
Total assets 6,505,113 4,064,657 4,882,598 1,850,360 5,204,854 2,040,256
------------- ------------ ------------- ------------- ------------- ------------
LIABILITIES:
Accrued administrative expenses 3,595 2,471 2,151 1,308 4,465 1,874
------------- ------------ ------------- ------------- ------------- ------------
NET ASSETS $6,501,518 $4,062,186 $4,880,447 $1,849,052 $5,200,389 $2,038,382
============= ============ ============= ============= ============= ============
</TABLE>
<TABLE>
<CAPTION>
Nonparticipant Directed
----------------------------------------------------------
Stock Stock Company Company
Ownership Ownership Stock Fund Stock Participant
Fund A Fund B A Fund B Loans Total
-------------- -------------- ------------ ------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Cash and cash equivalents $ 3,188 $ 3,099 $ $ $ $
94,364 68,201 4,975 340,716
Investments, at market-
Corporate stocks 293,818 272,668 3,812,804 3,250,892 - 14,676,845
Key Bank-
Victory Stock Index Fund - - - - - 6,478,627
Prism Fidelity Magellan Fund - - - - - 4,045,076
Prism Magic Fund - - - - - 4,225,657
Prism Money Market Fund - - - - - 641,657
Victory Intermediate Income Fund - - - - - 1,840,669
Loan Fund - - - - 402,844 402,844
----------- ------------ ------------ ------------- ----------- --------------
293,818 272,668 3,812,804 3,250,892 402,844 32,311,375
Employer contributions receivable - - 16,690 16,587 - 33,277
Participant contributions receivable - - - - - 102,600
----------- ------------ ------------ ------------- ----------- --------------
Total assets 297,006 275,767 3,923,858 3,335,680 407,819 32,787,968
----------- ------------ ------------ ------------- ----------- --------------
LIABILITIES:
Accrued administrative expenses - - 3,480 3,057 - 22,401
----------- ------------ ------------ ------------- ----------- --------------
NET ASSETS $297,006 $275,767 $3,920,378 $3,332,623 $407,819 $32,765,567
=========== ============ ============ ============= =========== ==============
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
<PAGE> 5
FABRI-CENTERS OF AMERICA, INC.
------------------------------
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN
------------------------------------------
STATEMENT OF NET ASSETS
-----------------------
AS OF DECEMBER 31, 1996
-----------------------
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------------
Fidelity Intermediate Company Company
Stock Index Magellan EB Magic Income Stock Stock
Fund Fund Fund Fund Fund A Fund B
-------------- ------------ ------------ -------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at market-
Corporate stocks $ - $ - $ - $ - $3,467,393 $1,782,558
Insurance company investment contracts - - 700,000 - - -
Key Bank-
Prism Fidelity Magellan Fund - 2,830,066 - - - -
Victory Stock Index Fund 4,108,003 - - - - -
Prism Magic Fund - - 4,170,205 - - -
Victory Intermediate Income Fund - - - 1,387,723 - -
Loan Fund - - - - - -
-------------- ------------- ------------- ------------- ------------- ------------
4,108,003 2,830,066 4,870,205 1,387,723 3,467,393 1,782,558
Employer contributions receivable - - - - - -
Participant contributions receivable 25,371 18,156 14,507 10,625 26,581 4,160
Accrued interest receivable 11 20 29 4 - -
-------------- ------------- ------------- ------------- ------------- ------------
Total assets 4,133,385 2,848,242 4,884,741 1,398,352 3,493,974 1,786,718
-------------- ------------- ------------- ------------- ------------- ------------
LIABILITIES:
Accrued administrative expenses 3,638 2,547 3,638 1,273 2,351 1,254
-------------- ------------- ------------- ------------- ------------- ------------
NET ASSETS $ 4,129,747 $ 2,845,695 $ 4,881,103 $ 1,397,079 $3,491,623 $1,785,464
============== ============= ============= ============= ============= ============
</TABLE>
<TABLE>
<CAPTION>
Nonparticipant Directed
---------------------------------------------------------
Stock Stock Company Company
Ownership Ownership Stock Stock Participant
Fund A Fund B Fund A Fund B Loans Total
------------- ------------- ----------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at market-
Corporate stocks $229,341 $218,796 $2,702,346 $2,353,307 $ - $10,753,741
Insurance company investment contracts - - - - - 700,000
Key Bank-
Prism Fidelity Magellan Fund - - - - - 2,830,066
Victory Stock Index Fund - - - - - 4,108,003
Prism Magic Fund - - - - - 4,170,205
Victory Intermediate Income Fund - - - - - 1,387,723
Loan Fund - - - - 209,695 209,695
----------- ------------ ------------- ------------ ---------- -------------
229,341 218,796 2,702,346 2,353,307 209,695 24,159,433
Employer contributions receivable - - 16,039 15,160 - 31,199
Participant contributions receivable - - - - 1,612 101,012
Accrued interest receivable - - - - 501 565
----------- ------------ ------------- ------------ ---------- -------------
Total assets 229,341 218,796 2,718,385 2,368,467 211,808 24,292,209
----------- ------------ ------------- ------------ ---------- -------------
LIABILITIES:
Accrued administrative expenses - - 1,832 1,656 - 18,189
----------- ------------ ------------- ------------ ---------- -------------
NET ASSETS $229,341 $218,796 $2,716,553 $2,366,811 $211,808 $24,274,020
=========== ============ ============= ============ ========== =============
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
<PAGE> 6
FABRI-CENTERS OF AMERICA, INC.
------------------------------
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN
------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
----------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1997
------------------------------------
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------------
Stock Fidelity Intermediate Company Company
Index Magellan EB Magic Income Stock Stock
Fund Fund Fund Fund Fund A Fund B
------------ ------------ ------------ -------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCREASES:
Interest and dividend income $ 450,519 $ 3,558 $ 167,426 $ 94,449 $ 5,996 $ 2,270
Employer contributions - - - - - -
Participant contributions 979,546 684,331 434,810 286,815 840,685 162,140
Net realized gains on sale of investments 181,945 77,280 48,484 1,004 54,193 106,028
Net unrealized gains on investments 835,638 677,765 212,000 16,521 1,277,449 419,512
------------- ------------- ------------- ------------- ------------- -----------
2,447,648 1,442,934 862,720 398,789 2,178,323 689,950
------------- ------------- ------------- ------------- ------------- -----------
DECREASES:
Distributions to former participants 335,693 218,080 710,647 84,116 305,590 148,882
Administrative expenses 13,393 8,961 8,474 5,106 25,437 10,834
Other - - - - 1,184 -
------------- ------------- ------------- ------------- ------------- -----------
349,086 227,041 719,121 89,222 332,211 159,716
------------- ------------- ------------- ------------- ------------- -----------
NET INCREASE FOR THE YEAR 2,098,562 1,215,893 143,599 309,567 1,846,112 530,234
BALANCE, BEGINNING OF YEAR 4,129,747 2,845,695 4,881,103 1,397,079 3,491,623 1,785,464
NET INTERFUND TRANSFERS 273,209 598 (144,255) 142,406 (137,346) (277,316)
------------- ------------- ------------- ------------- ------------- -----------
BALANCE, END OF YEAR $ 6,501,518 $ 4,062,186 $4,880,447 $ 1,849,052 $5,200,389 $2,038,382
============= ============= ============= ============= ============= ===========
</TABLE>
<TABLE>
<CAPTION>
Nonparticipant Directed
-------------------------------------------------------
Stock Stock Company Company
Ownership Ownership Stock Stock Participant
Fund A Fund B Fund A Fund B Loans Total
------------ -------------- ------------ ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
INCREASES:
Interest and dividend income $ 31 $ 38 $ 4,523 $ 3,704 $ 24,842 $ 757,356
Employer contributions - - 440,052 419,339 - 859,391
Participant contributions 2,875 2,875 - - - 3,394,077
Net realized gains on sale of investments 16,080 14,435 40,882 172,993 - 713,324
Net unrealized gains on investments 69,971 59,352 963,689 684,468 - 5,216,365
----------- ------------ ------------- ------------ ----------- -------------
88,957 76,700 1,449,146 1,280,504 24,842 10,940,513
----------- ------------ ------------- ------------ ----------- -------------
DECREASES:
Distributions to former participants 21,292 19,729 230,533 242,914 19,047 2,336,523
Administrative expenses - - 19,190 17,676 - 109,071
Other - - - 577 1,611 3,372
----------- ------------ ------------- ------------ ----------- -------------
21,292 19,729 249,723 261,167 20,658 2,448,966
----------- ------------ ------------- ------------ ----------- -------------
NET INCREASE FOR THE YEAR 67,665 56,971 1,199,423 1,019,337 4,184 8,491,547
BALANCE, BEGINNING OF YEAR 229,341 218,796 2,716,553 211,808 24,274,020
2,366,811
NET INTERFUND TRANSFERS - - 4,402 (53,525) 191,827 -
----------- ------------ ------------- ------------ ----------- -------------
BALANCE, END OF YEAR $ 297,006 $ 275,767 $3,920,378 $3,332,623 $407,819 $32,765,567
=========== ============ ============= ============ =========== =============
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
<PAGE> 7
FABRI-CENTERS OF AMERICA, INC.
------------------------------
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN
------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1997 AND 1996
--------------------------
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 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. Effective July 1, 1996, the Plan
was amended into the form of the Prism Prototype Retirement Plan and Trust. This
amendment allowed participants to make investment election changes on a monthly
basis in addition to allowing participant loans against their existing accounts,
subject to certain limitations. 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, 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 members of
a recognized collective bargaining organization, are eligible to participate in
the Plan.
Deferred Income Contributions
- -----------------------------
Pursuant to a Salary Reduction Agreement permitted under Section 401(k) of the
Internal Revenue Code (IRC), plan participants may elect to defer from 1% to 10%
of their compensation, subject to an annual limitation under the IRC, and such
amounts will be contributed to the Plan by the Company as deferred income
contributions.
Employer Matching Contributions
- -------------------------------
The Company will contribute to the Plan, subject to the forfeiture provision
outlined below, 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.
<PAGE> 8
-2-
The Company's matching contribution can range from 0% to 100% and can be
modified prior to the beginning of a month by the Company. For the 1997 and 1996
plan years, the Company's matching contribution was 50% of the first 4%
contributed by the participant. All company matching contributions are in the
form of common stock of the Company and are invested in the Company Stock Fund A
and Company Stock Fund B.
Company contributions are funded only to the extent that they exceed cumulative
forfeitures of participants terminated from the Plan. Such forfeitures amounted
to approximately $30,000 in 1997.
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
5% increments, up to 100%, in any one of the following investment options:
a. Victory Stock Index Fund -- Investments are made in a portfolio of
stocks attempting to match the Standard & Poor's 500 index with a rate
of return that may fluctuate substantially and providing for no
guarantee against loss. There are 1,706 participants in this fund.
b. Prism Fidelity Magellan Fund -- Investments are made in common stocks
of domestic, foreign and multi-national companies believed to have
growth potential and providing for no guarantee against loss.
There are 1,304 participants in this fund.
c. Prism EB Magic Fund -- Investments are made in investment contracts
issued by insurance companies and banks providing for stability of
principal and attractive rates of interest. There are 1,094
participants in this fund.
d. Victory Intermediate Income Fund -- Investments are made in
investment-grade debt securities issued by corporations and obligations
of the U.S. Government and its agencies or instrumentalities dependent
upon the prevailing interest rates and providing for a lower risk of
loss. There are 1,048 participants in this fund.
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. There are 2,291 participants in this fund.
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. There are 2,475 participants in this fund.
A participant may change his investment election with respect to future
contributions and, separately, past contributions on a monthly basis.
<PAGE> 9
-3-
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 IRC. 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.
There are 419 participants with account balances in the PAYSOP A and PAYSOP B
Funds.
Vesting Requirements
- --------------------
Participants' deferred income contributions and the Company's PAYSOP
contributions, together with earnings thereon, vest immediately. All other
Company contributions, plus earnings thereon, vest over a four-year period based
on years of service, as defined by the Plan agreement. A participant's entire
interest in 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 1997 and 1996, all trustee fees and
other administrative expenses were paid by the Plan.
Termination
- -----------
Although it has not expressed any intent to do so, the Board of Directors,
without further approval of shareholders, has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan, subject to
the provisions of ERISA. In the event of Plan termination, participants will
become 100% vested in their accounts.
2. SIGNIFICANT ACCOUNTING POLICIES:
--------------------------------
Basis of Accounting
- -------------------
The accompanying financial statements are prepared on the accrual basis of
accounting.
Valuation of Investments
The assets included in the Statements of Net Assets are stated at their market
values as of December 31, 1997 and 1996. Schedule I summarizes the Plan's
investments held at December 31, 1997.
Estimates
- ---------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
<PAGE> 10
-4-
3. TAX STATUS:
-----------
The Internal Revue Service has determined and informed the Company, by letter
dated March 4, 1997, that the Plan is designed in accordance with applicable
sections of the IRC.
4. INFORMATION CERTIFIED BY TRUSTEE:
---------------------------------
The trustee, Key Trust Company of Ohio, N.A., 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
included in the Statements of Net Assets and the Schedule of Assets Held for
Investment Purposes (Schedule I), (2) all items included in the Statement of
Changes in Net Assets, and (3) the Schedule of Reportable Transactions (Schedule
II) has been certified by the trustee as being complete and accurate.
5. PARTY-IN-INTEREST TRANSACTIONS:
-------------------------------
During the years ended December 31, 1997 and 1996, there were no prohibited
transactions with a party-in-interest, as defined by ERISA.
6. REPORTABLE TRANSACTIONS:
------------------------
Schedule II summarizes the Plan's reportable transactions for the year ended
December 31, 1997. As defined by ERISA, a reportable transaction is a
transaction or series of transactions in one security involving amounts in
excess of 5% of the market value of the Plan's net assets as of the beginning of
the Plan year.
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 in the Statement
of Net Assets as of December 31, 1996, the Plan held insurance contracts with a
total cost of $700,000. During 1997, the Company agreed to a rehabilitation plan
whereby the Plan received the original cost of the contracts held, plus a
portion of the interest earned. At December 31, 1997, any funds not withdrawn by
terminated participants or transferred to other funds by active participants are
invested in the Prism Money Market Fund, as reflected in the Statement of Net
Assets as of December 31, 1997. Any funds remaining in the Prism Money Market
Fund at December 31, 1998 will be automatically invested in the Prism Magic Fund
by the trustee.
<PAGE> 11
SCHEDULE I
FABRI-CENTERS OF AMERICA, INC.
------------------------------
EMPLOYEES' SAVINGS AND PROFIT-SHARING PLAN
------------------------------------------
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
---------------------------------------------------------
AS OF DECEMBER 31, 1997
-----------------------
EMPLOYER IDENTIFICATION NUMBER: 34-0720629
------------------------------------------
PLAN NUMBER: 001
----------------
<TABLE>
<CAPTION>
Number of Market
Description Shares Cost Value
- ------------------------------------------------------------------- ---------- -------------- --------------
<S> <C> <C> <C>
Victory Stock Index Fund 346,451 $ 4,637,280 $ 6,478,627
Prism Fidelity Magellan Fund 290,835 3,135,933 4,045,076
Prism Magic Fund 348,295 3,872,529 4,225,657
Prism Money Market Fund 56,380 624,497 641,657
Victory Intermediate Income Fund 191,537 1,816,048 1,840,669
Fabri-Centers of America, Inc. Class A common stock 410,559 4,748,509 9,160,803
Fabri-Centers of America, Inc. Class B common stock 266,630 2,582,800 5,516,042
EB Money Market Fund 335,741 335,741 335,741
*Loan Fund, interest rates varying from 9.25% to 9.5% 402,844 402,844 402,844
--------------- -------------
Total investments $22,156,181 $32,647,116
=============== =============
*Represents a party-in-interest
</TABLE>
The accompanying notes to financial statements are an integral part of this
schedule.
<PAGE> 12
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, 1997
------------------------------------
EMPLOYER IDENTIFICATION NUMBER: 34-0720629
------------------------------------------
PLAN NUMBER: 001
----------------
<TABLE>
<CAPTION>
Number of Purchase/Sale Cost of Net
Description Transactions Cost Asset Gain
------------------------------------------------------------ -------------- -------------- ----------- ----------
SALES:
<S> <C> <C> <C> <C>
Employee Benefits Money Market Fund 136 $1,580,631 $1,580,631 $ -
Prism Fidelity Magellan Fund 97 515,087 437,806 77,281
Victory Stock Index Fund 90 588,651 406,705 181,946
Prism Magic Fund 86 769,882 724,385 45,497
EB Money Market Fund 218 1,518,606 1,518,606 -
PURCHASES:
Employee Benefits Money Market Fund 91 1,916,372 1,916,372 -
Prism Fidelity Magellan Fund 68 975,050 975,050 -
Victory Stock Index Fund 90 1,941,691 1,941,691 -
Prism Magic Fund 71 584,998 584,998 -
EB Money Market Fund 131 1,120,638 1,120,638 -
</TABLE>
The accompanying notes to financial statements are an integral part of this
schedule.
