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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8 - K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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February 2, 1998 Commission File No. 1-6695
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(Date of Earliest Event Reported)
FABRI-CENTERS OF AMERICA, INC.
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(Exact name of Registrant as specified in its charter)
Ohio 34-0720629
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5555 Darrow Road
Hudson, Ohio 44236
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(Address of principal executive offices) (Zip Code)
(330) 656 - 2600
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(Registrant's telephone number)
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Item 5. Other Events
On February 2, 1998, the Registrant announced that it had entered into
a merger agreement with House of Fabrics, Inc. pursuant to which (i) a
wholly-owned subsidiary of the Registrant will commence a cash tender offer (the
"Tender") to acquire all of the outstanding shares of House of Fabrics, Inc.,
and (ii) the Registrant will, following completion of the Tender, consummate a
merger in which all shareholders of House of Fabrics, Inc. who do not tender
their shares in the Tender will receive the same cash price paid in the Tender.
A copy of the Registrant's press release issued in connection with the execution
of the merger agreement is attached to this Form 8-K as Exhibit "99.1".
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FABRI-CENTERS OF AMERICA, INC.
DATE: February 12, 1998 /s/ Alan Rosskamm
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BY: Alan Rosskamm
Chairman, President and Chief Executive
Officer
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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CONTACT: Brian P. Carney Investor Relations:
Executive Vice President and Naomi Rosenfeld/Carolyn Capaccio
Chief Financial Officer Heather Anthony
Fabri-Centers of America, Inc. Press: Stacy Berns
330/656-2600 Morgen-Walke Associates, Inc.
http://www.joann.com 212/850-5600
HOUSE Donald L. Richey Investor Relations:
OF President and Roger Pondel/Michele Feller
FABRICS Chief Executive Officer Pondel, Parsons & Wilkinson
CONTACT: House of Fabrics 310/207-9300
818/385-2300
FABRI-CENTERS TO ACQUIRE HOUSE OF FABRICS
HUDSON, OH, February 2, 1998 -- Fabri-Centers of America, Inc. (NYSE: FCA.A and
FCA.B) and House of Fabrics, Inc. (NASDAQ: HFAB) today jointly announced an
agreement for Fabri-Centers to acquire House of Fabrics. The two companies have
signed a definitive merger agreement under which FCA Acquisition Corporation, a
Fabri-Centers subsidiary, will commence a cash tender offer to acquire all of
the outstanding shares of House of Fabrics for $4.25 per share. House of
Fabrics' Board of Directors has unanimously approved the tender offer and the
merger and recommends that House of Fabrics shareholders tender their shares.
Following the completion of the tender offer, Fabri-Centers intends to
consummate a second step merger in which all remaining House of Fabrics
shareholders will also receive the same cash price paid in the tender offer.
Excluding one-time costs of integrating the operations of the two companies,
Fabri-Centers expects the transaction to have a slightly accretive impact to
earnings in the current fiscal year and to be accretive to earnings in
subsequent years.
Alan Rosskamm, Chairman of the Board and Chief Executive Officer of
Fabri-Centers, commented, "We are very excited about the combination of
Fabri-Centers and House of Fabrics.
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This merger represents a win-win opportunity for both companies' shareholders,
employees and customers. With Fabri-Centers' financial resources, technological
expertise and marketing capability, we can together grow the combined company's
customer base and increase our sales potential. House of Fabrics is already a
leader in many of its markets. Its real estate base is in very good condition
and complements Fabri-Centers' store base well, particularly in West Coast
markets where House of Fabrics' stores are concentrated. We will be able to
build on that strength as we introduce our broader product line. Among other
efficiencies, this combination will allow the combined company to spread costs
over a larger base of stores. This will assist us in maintaining competitive
prices for our customers."
Donald L. Richey, President and Chief Executive Officer of House of Fabrics,
added, "Our Board of Directors unanimously concluded that this transaction with
Fabri-Centers is in the best interests of House of Fabrics' shareholders and
employees. At $4.25 per share in cash, this offering price represents a
substantial premium over House of Fabrics' stock price for the recent period
before Fabri-Centers commenced its tender offer and provides immediate liquidity
to House of Fabrics' shareholders. We look forward to a rapid completion of the
transaction and to working with Fabri-Centers to ensure the smoothest transition
possible for our customers and employees."
House of Fabrics has approximately 6 million shares and eligible options to
acquire shares outstanding on a fully diluted basis. The total value of the
transaction, including the amount of outstanding secured bank and long-term debt
of House of Fabrics, is approximately $100 million. The offer price of $4.25 per
share represents a premium of approximately 110% over the last 60 days average
trading price and provides immediate liquidity to House of Fabrics shareholders.
Fabri-Centers intends to finance the tender offer through a combination of cash
on hand and available bank borrowings. The tender offer is conditioned upon the
acquisition of a majority of House of Fabrics' shares on a fully diluted basis
and the expiration or termination of any applicable waiting period under the
Hart- Scott-Rodino Antitrust Improvements Act of 1976. The complete terms and
conditions of the tender offer will be set forth in the offering documents to be
filed with the Securities and Exchange Commission later this week. The tender
offer is scheduled to expire at midnight (EDT) on March 6, 1998.
Fabri-Centers has annual revenues of approximately $970 million and operates 907
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 262
fabric and craft stores in 27 states under the names of House of Fabrics, SoFro
Fabrics, Fabricland and Fabric King.
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