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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 2/Final Amendment)
AND
SCHEDULE 13D
TENDER OFFER STATEMENT
PURSUANT TO SECTIONS 13(d) AND 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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HOUSE OF FABRICS, INC.
(Name of Subject Company [Issuer])
FCA ACQUISITION CORPORATION
FABRI-CENTERS OF AMERICA, INC.
(Bidders)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
441758109
(CUSIP Number of Class of Securities)
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ALAN ROSSKAMM
FCA ACQUISITION CORPORATION
C/O FABRI-CENTERS OF AMERICA, INC.
5555 DARROW ROAD
HUDSON, OHIO 44236
TELEPHONE: (216) 656-2600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
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Copy to:
JAMES R. CARLSON, ESQ.
THOMPSON HINE & FLORY LLP
3900 KEY CENTER
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114-1216
TELEPHONE: (216) 566-5500
CALCULATION OF FILING FEE
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TRANSACTION AMOUNT OF
VALUATION* FILING FEE
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$ 22,660,277.50 $ 4532.06
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* For purposes of calculating fee only. This amount assumes the purchase at a
purchase price of $4.25 per share of an aggregate of 5,331,830 shares of common
stock. The amount of the filing fee, calculated in
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accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, as
amended, equals 1/50th of one percent of the aggregate of the cash offered by
the bidders for the shares of the issuer.
|X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
Amount Previously Paid: $ 4532.06 Filing Party: FCA Acquisition Corporation
and Fabri-Centers of
America, Inc.
Form or Registration No: Date Filed: February 6, 1998
Schedule 14D-1 Tender Offer Statement
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FCA Acquisition Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,138,677 shares
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
77.6%
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10. TYPE OF REPORTING PERSON
CO
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Fabri-Centers of America, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC and BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,138,677 shares
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
77.6%
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10. TYPE OF REPORTING PERSON
CO
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FCA Acquisition Corporation (the "Purchaser"), a Delaware corporation
and a wholly-owned subsidiary of Fabri-Centers of America, Inc., an Ohio
corporation (the "Parent"), and the Parent hereby amend and supplement their
Tender Offer Statement on Schedule 14D-1, as heretofore amended (the "Schedule
14D-1"), relating to the Purchaser's offer to purchase all of the outstanding
shares of common stock, par value $.01 per share (the "Shares"), of House of
Fabrics, Inc., a Delaware corporation (the "Company"), upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated February 6,
1998 (the "Offer to Purchase"), and in the related Letter of Transmittal (which,
as amended from time to time, together constitute the "Offer"). This Statement
is also being filed on behalf of the Parent and the Purchaser for purposes of
Schedule 13D of the Securities Exchange Act of 1934, as amended. Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in
the Schedule 14D-1 or the Offer to Purchase filed as an exhibit thereto.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS.
A meeting of the stockholders of the Company will be convened as soon
as practicable for the purpose of approving the Merger. The Purchaser will vote
all of the Shares acquired by it pursuant to the Offer in favor of the Merger,
which will be sufficient to approve the Merger under Delaware law and the
Company's certificate of incorporation without the vote of any other
stockholder.
On March 10, 1998, pursuant to the Merger Agreement, Carl C. Gregory,
III, John E. Labbett, Mitchell G. Lynn, Alison L. May and Donald L. Richey
resigned as directors of the Company and five designees of the Purchaser, Alan
Rosskamm, Brian P. Carney, David E. Bolen, Jane A. Aggers and John W. Hermsen,
were elected as directors of the Company by the Continuing Directors.
R.N. Hankin and H. Michael Hecht are the Continuing Directors of the Company.
On the same day, the Board of Directors of the Company, following the
election of the Purchaser's nominees to the Board, elected Alan Rosskamm as
Chief Executive Officer of the Company and Brian P. Carney as Vice President,
Treasurer and Assistant Secretary of the Company.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Offer expired at 12:00 midnight, Eastern Standard Time, on Friday,
March 6, 1998. Based on a preliminary count, a total of approximately 4,119,477
Shares (including approximately 173,172 Shares subject to guarantees of
delivery) were tendered pursuant to the Offer. All properly tendered Shares were
purchased on Monday, March 9, 1998 in accordance with the terms of the Offer.
The Shares tendered and purchased constitute approximately 77.3% of the
outstanding Shares.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press Release, dated March 9, 1998.
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SIGNATURES
After due 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.
Dated: March 10, 1998
FCA ACQUISITION CORPORATION
By: /s/ BRIAN P. CARNEY
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Name: Brian P. Carney
Title: Vice President and Treasurer
FABRI-CENTERS OF AMERICA, INC.
By: /s/ BRIAN P. CARNEY
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Name: Brian P. Carney
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Exhibit Name
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(a)(10) Press Release, dated March 9, 1998.
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Exhibit (a)(10)
[Fabri-Centers of America, Inc. Letterhead]
NEWS RELEASE
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FOR IMMEDIATE RELEASE
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CONTACT: Brian Carney Investor Relations:
Executive Vice President, CFO Naomi Rosenfeld/Carolyn Capaccio
Fabri-Centers of America, Inc. Heather Anthony
330/656-2600 Press: Stacy Berns
http://www.joann.com Morgen-Walke Associates
212/850-5600
FABRI-CENTERS CLOSES TENDER OFFER
FOR HOUSE OF FABRICS STOCK
HUDSON, OH, March 9, 1998 -- Fabri-Centers of America, Inc. (NYSE:
FCA.A and FCA.B) today announced that its tender offer for all of the
outstanding shares of common stock of House of Fabrics, Inc. (NASDAQ: HFAB),
made through its wholly-owned subsidiary, FCA Acquisition Corporation, expired
at 12:00 midnight, Eastern Standard Time, on Friday, March 6, 1998. The price of
the tender offer was $4.25 for each outstanding House of Fabrics share of stock,
net in cash. According to the depository for the offer, Harris Trust Company of
New York, 4,119,477 shares, representing 77.3% of the issued and outstanding
shares of common stock of House of Fabrics, were tendered pursuant to the offer
(including approximately 173,172 shares subject to guarantees of delivery).
Fabri-Centers has notified Harris Trust that it will purchase all shares
tendered.
Fabri-Centers plans to proceed with the merger of FCA Acquisition
Corporation into House of Fabrics, pursuant to which each remaining outstanding
share of House of Fabrics will be converted into the right to receive $4.25 net
in cash, and House of Fabrics will become a wholly-owned subsidiary of
Fabri-Centers. A special meeting of House of Fabrics' shareholders will be
convened as soon as practicable for the purpose of approving the merger.
Fabri-Centers will vote all of the House of Fabrics shares acquired by it in the
tender offer in favor of the merger, which will be sufficient to approve the
merger under applicable law. Pending completion of the merger, Fabri-Centers
will designate five of the seven directors serving on House of Fabrics' Board of
Directors.
Fabri-Centers has annual revenues of approximately $975 million and
operates 903 fabric and craft stores in 48 states, primarily under the names of
Jo-Ann Fabrics and Crafts, Cloth World, New York Fabrics and Jo-Ann etc. House
of Fabrics has annual revenues of approximately $240 million and operates 261
fabric and craft stores in 27 states under the names of House of Fabrics, SoFro
Fabrics, Fabricland and Fabric King.
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