JO-ANN STORES INC
10-Q/A, 1999-02-01
MISCELLANEOUS SHOPPING GOODS STORES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                ----------------------------------------------------------------

                                 FORM 10 - Q/A-1

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

- --------------------------------------------------------------------------------



For the Quarter Ended August 1, 1998                  Commission File No. 1-6695
- ------------------------------------                  --------------------------


                               JO-ANN STORES, INC.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)



               Ohio                                      34-0720629
- ------------------------------------        ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)

            5555 Darrow Road
              Hudson, Ohio                             44236
- ----------------------------------------    ------------------------------------
(Address of principal executive offices)            (Zip Code)

            (330) 656 - 2600
- ----------------------------------------
     (Registrant's telephone number)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                            Yes      X                              No
                                ----------                            ----------

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
<TABLE>
<S>                                                                             <C>      
         Shares of Class A Common Stock outstanding at September 11, 1998:      9,582,775

         Shares of Class B Common Stock outstanding at September 11, 1998:      9,466,514
</TABLE>




<PAGE>   2




                            PART II OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

a)       An Annual Meeting of Shareholders of the Company was held June 4, 1998.
b)       Ira Gumberg and Alma Zimmerman were elected to the Board of Directors
         in the class whose term of office expires in 2001. Alan Rosskamm, Scott
         Cowen and Gregg Searle continued as Directors in the class whose term
         of office expires in 2000, and Betty Rosskamm and Frank Newman
         continued as Directors in the class whose term of office expires in
         1999. Samuel Krasney, whose term of office expired in 1999, resigned
         from the Board of Directors and his position remains vacant.
c)       (i)   The nominees for Directors as listed in the proxy statement were
               elected with the following vote:

               Nominee                  Votes For               Votes Withheld
               -------                  ---------               --------------

               Ira Gumberg              8,594,491                  192,555
               Alma Zimmerman           8,591,957                  195,089


         (ii)  The proposed adoption of the Fabri-Centers of America, Inc.
               1998 Incentive Compensation Plan was approved by the following
               vote:
<TABLE>
<CAPTION>

               Votes For        Votes Against         Votes Withheld         Broker Non-Vote
               ---------        -------------         --------------         ---------------

               <S>                <C>                   <C>                      <C>             
               5,078,652          2,991,507              243,457                 473,430

</TABLE>

         (iii)  The proposal to adopt a resolution changing the name of the
                Company to "Jo-Ann Stores, Inc." was approved by the following
                vote:
<TABLE>
<CAPTION>

                 Votes For      Votes Against         Votes Withheld         Broker Non-Vote
                 ---------      -------------         --------------         ---------------

                 <S>              <C>                    <C>                   <C>   
                 8,494,439        33,821                 219,786               39,000

</TABLE>








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<PAGE>   3


                                   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.




                                          JO-ANN STORES, INC.



DATE:  February 1, 1999                   /s/ Brian P. Carney
                                          --------------------------------------
                                          By:    Brian P. Carney
                                                 Executive Vice President and 
                                                 Chief Financial Officer









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