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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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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 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.
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[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.
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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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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 (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"). 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.
Any references in the Schedule 14D-1 to the "Introduction" of the Offer
to Purchase shall mean the information contained on page 1 of the Offer to
Purchase under the heading "To the Holders of Shares of House of Fabrics, Inc."
In Section 14 of the Offer to Purchase, clause (2) of the first
sentence is hereby amended by replacing the words "before the acceptance of such
Shares for payment" with the words "before the Expiration Date of the Offer."
ITEM 10. ADDITIONAL INFORMATION.
(b-c) At 11:59 p.m., Eastern Standard Time, on Friday, February 20,
1998, the 15-calendar day waiting period imposed by the HSR Act with respect to
the Offer expired without the Parent or the Company receiving a request for
additional information or material from the Antitrust Division or the FTC.
(e) As of the date of this Amendment, there are no material pending
legal proceedings relating to the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press Release, dated February 23, 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: February 25, 1998
FCA ACQUISITION CORPORATION
By: /s/ BRIAN P. CARNEY
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Name: Brian P. Carney
Title: Executive Vice President and
Chief Financial Officer
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
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EXHIBIT PAGE
NUMBER EXHIBIT NAME NUMBER
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(a)(9) Press Release, dated February 23, 1998.
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Exhibit (a)(9)
[FABRI-CENTERS OF AMERICA, INC. LETTERHEAD]
NEWS RELEASE
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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
Donald L. Richey Investor Relations:
President and Roger Pondel/Michele Feller
Chief Executive Officer Pondel, Parsons & Wilkinson
House of Fabrics, Inc. 310/207-9300
818/385-2300
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HART-SCOTT-RODINO WAITING PERIOD EXPIRES ON
FABRI-CENTERS ACQUISITION OF HOUSE OF FABRICS
HUDSON, OHIO, February 23, 1998 -- Fabri-Centers of America, Inc. (NYSE: FCA.A
and FCA.B) today announced, with respect to its $4.25 per share cash tender
offer for all of the outstanding shares of House of Fabrics, Inc. (NASDAQ:
HFAB), that the Hart-Scott-Rodino waiting period expired at 11:59 p.m. on
Friday, February 20, 1998. This waiting period refers to the time during which
the Federal anti-trust agencies initially review a transaction. The government
could have extended the waiting period by a request for additional information
or documents.
Alan Rosskamm, Chairman of the Board and Chief Executive Officer of
Fabri-Centers, stated, "We are pleased that the government has concluded its
review without the need for a second request. This should permit our tender
offer to conclude on a timely basis."
The tender offer is scheduled to expire at midnight (EDT) on Friday, March 6,
1998.
Fabri-Centers has annual revenues of approximately $970 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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