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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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April 21, 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 April 22, 1998, the Registrant announced that it had completed its
acquisition of House of Fabrics, Inc. As previously reported on Form 8-K filed
on March 24, 1998, the Registrant acquired 77.2% of the issued and outstanding
shares of common stock of House of Fabrics pursuant to a cash tender offer
(priced at $4.25 per share) that closed on March 6, 1998. The merger of House of
Fabrics with a wholly-owned subsidiary of the Registrant, formed for the sole
purpose of completing the acquisition, was approved at a special meeting of
House of Fabrics shareholders held on April 21, 1998. As a result, House of
Fabrics became a wholly-owned subsidiary of the Registrant. All shares of House
of Fabrics common stock not already owned by the Registrant (approximately 1.2
million shares or 22.8% of the outstanding shares) were canceled and converted
into the right to receive $4.25 in cash. Immediately following the special
meeting, House of Fabrics, Inc. (NASDAQ: HFAB) was de-listed from the NASDAQ
National Market. Documents were also filed to de-register House of Fabrics
common stock with the Securities and Exchange Commission. A copy of the
Registrant's press release issued in connection with the completion of the
acquisition 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: May 6, 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 Naomi Rosenfeld/Carolyn Capaccio
and Chief Financial Officer Heather Anthony
Fabri-Centers of America, Inc. Press: Stacy Berns
330/656-2600 Morgen-Walke Associates
http://www.joann.com 212/850-5600
FABRI-CENTERS COMPLETES ACQUISITION
OF HOUSE OF FABRICS STOCK
HUDSON, OH, April 22, 1998 -- Fabri-Centers of America, Inc. (NYSE:
FCA.A and FCA.B) today announced the completion of its acquisition of House of
Fabrics, Inc. As previously announced, Fabri-Centers acquired 77.2% of the
issued and outstanding shares of common stock of House of Fabrics pursuant to a
cash tender offer (priced at $4.25 per share) that closed on March 6, 1998. The
merger of House of Fabrics with a wholly-owned subsidiary of Fabri-Centers,
formed for the sole purpose of completing the acquisition, was approved at a
special meeting of House of Fabrics shareholders held on April 21, 1998. As a
result, House of Fabrics is now a wholly-owned subsidiary of Fabri-Centers. All
shares of House of Fabrics common stock not already owned by the Company
(approximately 1.2 million shares or 22.8% of the outstanding shares) were
canceled and converted into the right to receive $4.25 in cash. Immediately
following the special meeting, House of Fabrics, Inc. (NASDAQ: HFAB) was
de-listed from the NASDAQ National Market. Documents were also filed to
de-register House of Fabrics common stock with the Securities and Exchange
Commission.
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 had annual revenues at the time of the acquisition of approximately
$240 million and operated 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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