1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10 - Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
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For the Quarter Ended July 29, 1995
Commission File No. 1-6695
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)
(216) 656 - 2600
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(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
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Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest, practicable date.
Shares of Class A Common Stock outstanding at September 7, 1995: 9,197,925
Shares of Class B Common Stock outstanding at September 7, 1995: 9,198,098
Sequential Page 1 of 36
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CONSOLIDATED BALANCE SHEETS (UNAUDITED)
Fabri-Centers of America, Inc.
(Thousands of dollars)
July 29, January 28,
1995 1995
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ASSETS
Current assets:
Cash and cash equivalents $ 8,087 $ 21,887
Merchandise inventories 351,866 290,560
Prepaid expenses and other current assets 9,957 11,963
Deferred income taxes 3,672 1,296
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Total current assets 373,582 325,706
Property and equipment, at cost:
Land 1,777 1,975
Buildings 21,257 20,699
Furniture and fixtures 90,853 77,982
Leasehold improvements 35,382 33,525
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149,269 134,181
Less accumulated depreciation and amortization 56,814 50,059
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92,455 84,122
Mortgage receivable 7,547 7,676
Other assets 9,413 9,800
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Total assets $ 482,997 $ 427,304
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 128,260 $ 96,738
Accrued expenses 17,459 28,043
Accrued income taxes -- 2,678
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Total current liabilities 145,719 127,459
Long-term debt 109,500 70,000
Convertible subordinated debentures 56,983 56,983
Deferred income taxes 10,037 9,818
Other long-term liabilities 1,457 1,325
Shareholders' equity:
Common Stock:
Class A 494 989
Class B 494 --
Additional paid-in capital 72,801 72,921
Other (1,708) (2,556)
Retained earnings 96,280 99,336
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168,361 170,690
Treasury stock, at cost (9,060) (8,971)
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Total shareholders' equity 159,301 161,719
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Total liabilities and shareholders' equity $ 482,997 $ 427,304
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See notes to consolidated financial statements
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CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Fabri-Centers of America, Inc.
(Thousands of dollars, except share and per share data)
Thirteen Weeks Ended Twenty-Six Weeks Ended
July 29, July 30, July 29, July 30,
1995 1994 1995 1994
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Net sales $ 168,508 $ 112,851 $ 351,788 $ 245,527
Costs and expenses:
Cost of goods sold 92,980 63,968 195,161 140,392
Selling, general and administrative expenses 78,037 55,680 156,211 112,390
Interest expense, net 2,912 1,657 5,385 3,241
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173,929 121,305 356,757 256,023
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Loss before income taxes (5,421) (8,454) (4,969) (10,496)
Income tax benefit (2,087) (3,255) (1,913) (4,041)
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Net loss $ (3,334) $ (5,199) $ (3,056) $ (6,455)
=========== =========== =========== ===========
Net loss per common share (0.17) (0.28) (0.16) (0.35)
=========== =========== =========== ===========
Average share and equivalents outstanding 19,175,648 18,572,970 19,056,134 18,633,558
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See notes to consolidated financial statements
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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Fabri-Centers of America, Inc.
(Thousands of dollars)
July 29, July 30,
Twenty-Six Weeks Ended 1995 1994
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Operating activities:
Net loss $ (3,056) $ (6,455)
Additions (deductions) not requiring cash:
Cancellation of restricted stock awards (32) --
Depreciation and amortization and other noncash expenses 8,429 6,436
(Gain) loss on disposal of fixed assets (311) 170
Deferred income taxes (2,157) (3,813)
Working capital changes:
Merchandise inventories (61,306) (14,603)
Prepaid expenses and other current assets 2,006 1,964
Accounts payable 35,232 15,075
Accrued expenses (10,584) (1,850)
Accrued income taxes (2,678) (2,954)
Net liabilities of discontinued operation -- (3,557)
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Net cash used for operating activities (34,457) (9,587)
Investing activities:
Capital expenditures (16,133) (4,751)
Acquisition of Cloth World (see Note 3) (3,710) --
Mortgage receivable 129 124
Other, net 582 74
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Net cash used for investing activities (19,132) (4,553)
Financing activities:
Proceeds from long-term debt 39,500 12,400
Repayment of long-term debt -- --
Other long-term liabilities 132 (87)
Proceeds from exercise of stock options 246 322
Repurchase of common stock (89) (128)
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Net cash provided by financing activities 39,789 12,507
Net decrease in cash (13,800) (1,633)
Cash and cash equivalents at beginning of period 21,887 7,715
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Cash and cash equivalents at end of period $ 8,087 $ 6,082
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Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 4,863 $ 3,246
Income taxes $ 2,922 $ 2,615
See notes to consolidated financial statements
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Fabri-Centers of America, Inc.
July 29, 1995, January 28, 1995 and July 30, 1994
1. Basis of Presentation
The accompanying consolidated financial statements include the accounts of
Fabri-Centers of America, Inc., and its wholly owned subsidiaries (the
"Company") and have been prepared without audit, pursuant to the rules of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to those rules and regulations, although,
the Company believes that the disclosures, herein, are adequate to make
the information not misleading. The statements should be read in
conjunction with the consolidated financial statements and notes, thereto,
included in the Company's Annual Report on Form 10-K and as amended by
Form 10-K/A Amendments No. 1 and No. 2 for the fiscal year ended January
28, 1995.
In the opinion of management, the accompanying consolidated financial
statements contain all adjustments (consisting only of normal recurring
accruals) necessary for a fair statement of results for the interim
periods.
2. Significant Accounting Policies
A. Cash equivalents consist of highly liquid investments with a maturity
of three months or less at the time of purchase. The Company believes
that the carrying value of cash equivalents approximates their fair
value. No cash equivalents were held at July 29, 1995. At January
28, 1995, the Company held cash equivalents of $11.5 million, stated
at cost.
B. Inventories are stated at the lower of cost or market. Cost is
determined principally by the last-in, first-out (LIFO) method.
C. Store physical inventories are taken on a cycle basis throughout the
fiscal year. Store inventories subsequent to the physical inventory
are charged at cost for shipments of merchandise to the stores and are
relieved at cost for the sale of merchandise.
D. Store opening expenses are charged to operations as incurred, which is
generally the same period that the store is opened.
E. Earnings per share are computed based on the weighted average number
of common shares and common share equivalents outstanding during the
fiscal period. Fully diluted earnings per share are the same as
primary earnings per share due to the computation of fully diluted
earnings per share producing an anti-dilutive result. Earnings per
share amounts have been restated to give effect to the increased
number of shares outstanding as a result of the recapitalization
amendment (See Note 4).
F. Depreciation of buildings, furniture and fixtures and leasehold
improvements is provided principally by the straight-line method over
the estimated useful lives of the assets.
G. Certain reclassifications have been made of amounts reported in fiscal
1995 in order to conform with the presentation for fiscal 1996.
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H. The Company's principal business is conducted in the retail fabric and
craft industry through specialty stores which sell a wide variety
of fashion and decorator fabrics, notions, crafts, patterns and sewing
accessories.
3. Cloth World Acquisition
On October 2, 1994, the Company acquired substantially all of the
assets of Cloth World, a division of Brown Group, Inc., ("Cloth
World") for approximately $97 million in cash and assumed liabilities.
The acquisition required a cash payment at closing of $62.0 million
and an additional payment due upon determination of the final purchase
price. A final payment of $3.7 million was made during the first
quarter of fiscal 1996. The funds used to acquire Cloth World were
provided by internally generated funds and borrowings under a credit
facility. The acquisition has been recorded using the purchase
method, and accordingly, the results of operations of Cloth World have
been included in the Company's consolidated financial statements since
the date of acquisition. The purchase price allocation has been based
on preliminary estimates. Certain estimates, primarily for costs to
settle lease obligations related to closing certain acquired stores,
may be revised based upon information obtained during the remainder of
fiscal 1996. However, the effect of any revisions on the results of
operations for the first two quarters of fiscal 1996 would not be
material.
4. Recapitalization Amendment
On August 2, 1995, the shareholders of the Company approved a
recapitalization amendment to the Company's Articles of Incorporation,
which became effective on that date, changing the Company's Common Shares
into Class A Common Shares and creating a new class of nonvoting shares,
designated as Class B Common Shares. Additionally, the number of
authorized Common Shares was increased from 75,000,000 to 150,000,000,
consisting of 75,000,000 Class A Common Shares and 75,000,000 Class B
Common Shares. Pursuant to this amendment, the Company's Common Shares,
with a stated value of $0.10 per share, were changed into one Class A
Common Share and one Class B Common Share, with each class having a stated
value of $0.05 per share. As a result of the recapitalization, 9,191,514
Class A Common Shares and 9,191,514 Class B Common Shares were outstanding
as of the effective date. Common Stock at July 29, 1995 and all earnings
per share amounts have been restated to reflect the recapitalization
amendment, which has been accounted for as if it were a two-for-one stock
split.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
On October 2, 1994, the Company acquired substantially all of the
assets of Cloth World, a division of Brown Group Inc. ("Cloth World") for
approximately $97 million in cash and assumed liabilities. The acquisition
required a cash payment at closing of $62.0 million and an additional payment
due upon determination of the final purchase price. A final payment of $3.7
million was made during the first quarter of fiscal 1996. The funds used to
acquire Cloth World were provided by internally generated funds and borrowings
under a credit facility. The acquisition has been recorded using the purchase
method, and accordingly, the results of operations of Cloth World have been
included in the Company's consolidated financial statements since the date of
acquisition. The purchase price allocation has been based on preliminary
estimates. Certain estimates, primarily for costs to settle lease obligations
related to closing certain acquired stores, may be revised based upon
information obtained during the remainder of fiscal 1996. However, the effect
of any revisions on the results of operations for the first two quarters of
fiscal 1996 would not be material.
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED JULY 29, 1995 VS. JULY 30, 1994
Net sales for the second quarter of fiscal 1996 increased 49.3%, or
$55.7 million, to $168.5 million from $112.9 million in fiscal 1995, largely
due to $49.3 million of sales generated from the Cloth World stores during the
second quarter of fiscal 1996. Net sales for the second quarter of fiscal
1996, excluding the Cloth World stores, increased $6.4 million, or 5.6%.
Comparable store sales increased 6.8% in the second quarter of fiscal 1996 over
the same quarter a year earlier; primarily as a result of improved product
offerings in notions and crafts and store closings by competitors in certain
markets.
Gross profit increased $26.6 million in the second quarter of fiscal
1996 compared to the same quarter of fiscal 1995, primarily as a result of the
increase in sales. As a percentage of net sales, fiscal 1996 second quarter
gross profit was 44.8%, an increase of 1.5 percentage points from the gross
profit of 43.3% for the same quarter a year earlier. The improvement in gross
profit margin primarily resulted from improved purchasing and inventory
management.
Selling, general and administrative expenses as a percentage of net
sales were 46.3% in the second quarter of fiscal 1996, a decrease of 3.0
percentage points from the 49.3% incurred in the same quarter a year earlier.
Reductions as a percent of sales in occupancy, advertising and information
systems development expenses were partially offset by an increase in
store-level payroll expense.
Net interest expense increased by $1.3 million during the second
quarter of fiscal 1996 compared to the second quarter of fiscal 1995, primarily
due to an increase in average bank borrowings as a result of the acquisition
and subsequent conversion of the Cloth World stores and higher inventory
levels.
The Company's effective income tax rate was 38.5% for both the second
quarter of fiscal 1996 and the second quarter of fiscal 1995.
Net loss for the second quarter of fiscal 1996 was $3.3 million, or
$0.17 per share, compared to a net loss of $5.2 million, or $0.28 per share,
for the same quarter a year earlier.
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TWENTY-SIX WEEKS ENDED JULY 29, 1995 VS. JULY 30, 1994
Net sales for the first half of fiscal 1996 increased 43.3%, or $106.3
million, to $351.8 million from $245.5 million in the first half of fiscal
1995, largely due to $98.5 million of sales generated from the Cloth World
stores during the first half of fiscal 1996. Net sales for the first half of
fiscal 1996, excluding the Cloth World stores, increased $7.8 million, or 3.1%.
Comparable store sales increased 3.7% in the first half of fiscal 1996 over the
same period a year earlier, which primarily occurred during the second quarter.
Gross profit increased $51.5 million in the first half of fiscal 1996
compared to the same period of fiscal 1995, primarily as a result of the
increase in sales. As a percentage of net sales, fiscal 1996, first half gross
profit was 44.5%, an increase of 1.7 percentage points from the gross profit of
42.8% for the same period a year earlier. The improvement in gross profit
margin primarily resulted from improved purchasing and inventory management.
Selling, general and administrative expenses as a percentage of net
sales were 44.4% in the first half of fiscal 1996, a decrease of 1.4 percentage
points from the 45.8% incurred in the same period a year earlier. Reductions
as a percent of sales in occupancy and information systems development expenses
were partially offset by an increase in store-level payroll expenses.
Net interest expense increased by $2.1 million during the first half of
fiscal 1996 compared to the first half of fiscal 1995, primarily due to an
increase in average bank borrowings as a result of the acquisition and
subsequent conversion of the Cloth World stores and higher inventory levels.
The Company's effective income tax rate was 38.5% for both the first
half of fiscal 1996 and the first half of fiscal 1995.
Net loss for the first half of fiscal 1996 was $3.1 million, or $0.16
per share, compared to a net loss of $6.5 million, or $0.35 per share, for the
same period a year earlier.
LIQUIDITY AND CAPITAL RESOURCES
The Company completed the first half of fiscal 1996 in sound financial
condition. Working capital increased $29.7 million to $227.9 million, at July
29, 1995, compared to $198.2 million at January 28, 1995. The ratio of current
assets to current liabilities was 2.6:1 at July 29, 1995, and 2.6:1 at January
28, 1995.
The Company used $34.5 million for operating activities in the first
half of fiscal 1996 compared to $9.6 million in the same period of the prior
year. The primary reasons for the net use in cash in the first half of fiscal
1996 were an increase in inventory, the payment of accrued employee benefits,
and the payment of certain liabilities relating to the purchase of Cloth World.
A $61.3 million increase in inventories during the first half of fiscal 1996
was partially offset by a $35.2 million increase in accounts payable. There
were three primary reasons for the increase in inventory. During the first
half of fiscal 1996, approximately 60% of the Cloth World stores were
remerchandised, adding the broader selection of merchandise available in Jo-Ann
Fabrics and Crafts stores. The remaining Cloth World stores will be
remerchandised before Thanksgiving. The product offering in notions and crafts
was expanded in all stores and inventory in general was increased to support
the second half of fiscal 1996 expected sales levels. The Company anticipates
that merchandise inventories at the end of fiscal 1996 will be moderately lower
than July 29, 1995 levels.
Capital expenditures were $16.1 million for the first half of fiscal
1996 as compared to $4.8 million for the same period of fiscal 1995. Fiscal
1996 capital expenditures primarily relate to the conversion of Cloth World
stores to the Jo-Ann Fabrics and Crafts format and the opening of new stores.
During the first half of fiscal 1996, the Company opened 17 superstores and
closed 42 smaller stores, many of which were in overlapping markets.
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For the full year, the Company plans to open 50 to 70 superstores and close 80
to 90 smaller stores.
The Company has a $200.0 million revolving credit facility with a group
of eight banks that expires on September 29, 1998. The Company may borrow up
to a maximum of $220.0 million, subject to further limitations during specified
time frames, by using funds available under this credit facility and other
lines of credit. As of July 29, 1995, the Company had borrowings of $109.5
million under the revolving credit facility and other lines of credit. The
Company continues to maintain excellent vendor and banking relationships and
has sufficient resources, including unused credit facilities, to meet its
operating needs and to fund its capital expenditures for fiscal 1996.
The Company has remaining board authorization to purchase in the open
market or in private transactions a total of 997,025 shares of the Company's
Common Stock. If acquired, these shares will be used to satisfy obligations
under the Company's benefit plans and for other corporate purposes.
The Company's business exhibits seasonality that is typical for most
retail companies, with much stronger sales in the second half of the year than
the first half of the year. Net earnings are highest during the months of
September through December, when sales volumes provide significant operating
leverage. Conversely, net earnings are substantially lower during the
relatively low volume sales months of January through August. Capital
requirements needed to finance the Company's operations fluctuate during the
year and reach their highest levels in the second and third fiscal quarters as
the Company increases its inventory in anticipation of its peak selling season.
As of July 29, 1995, the Company operated 939 stores in 48 states
primarily under the names Jo-Ann Fabrics and Crafts and Cloth World.
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PART II OTHER INFORMATION
Item 2. Changes in Securities
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(a) On August 2, 1995 (the "effective date"), the shareholders of the
Company approved a recapitalization amendment to the Company's
Articles of Incorporation which created two classes of common stock,
one voting class designated as Class A Common Shares, and a new
nonvoting class designated as Class B Common Shares. Additionally, the
number of authorized Common Shares was increased from 75,000,000 to
150,000,000, consisting of 75,000,000 Class A Common Shares and
75,000,000 Class B Common Shares. On the effective date of this
amendment, the Company's Common Shares, with a stated value of $0.10
per share, were changed into one Class A Common Share and one Class B
Common Share, with each class having a stated value of $0.05 per
share. Each stock certificate representing the existing Common Shares
of the Company automatically represented from and after the effective
date one Class A Common Share. As a result of the recapitalization,
9,191,514 Class B Common Shares were issued. Class A Common Shares
will essentially carry the same rights, both voting and otherwise, as
the existing Common Shares, except as described in (b) below. The
Class B Common Shares will not be entitled to vote on any matters
except as otherwise required by law.
As a result of the recapitalization amendment, the Board of Directors
of the Company amended the Shareholder's Rights Plan (the "Rights
Plan"), originally adopted on October 22, 1990. The effect of the
amendment to the Rights Plan was to automaticaly adjust the Initial
Purchase Price, the Adjusted Purchase Price, and the Redemption
Price (all as defined below) to be equal to one half of their then
current price. In addition, the Company amended the Rights Plan to
clarify certain of its provisions to reflect the Company's revised
capital structure. Specifically, the definition of "Common Shares" as
used in the Rights Plan was amended to include only the Class A Common
Shares and provisions were added to the Rights Plan to provide that
rights are associated only with Class A Common Shares. Under the
Rights Plan, as amended, the rights are exercisable only if a person
or group buys or announces a tender offer for 20% or more of the
outstanding Class A Common Shares or the Board of Directors declares a
person or group to be an "adverse person." When exercisable, each
right initially entitles a holder to purchase one Class A Common Share
for $105.75 (the "Initial Purchase Price"). Upon occurrence of a
"flip in" or "flip over" event (as defined in the Rights Plan), each
right would then enable the holder thereof to purchase one Class A
Common Share or, in the event that the Company is being acquired, one
common share of the acquiring company for $0.50 (the "Adjusted
Purchase Price"). The Board of Directors may redeem the rights for
$0.005 each at any time before a "flip in" or "flip over" event has
occurred (the "Redemption Price"). This amendment to the
Shareholders' Rights Plan is being filed as Exhibit No. 4 to this Form
10-Q.
The Company currently has outstanding $56,983,000 in aggregate
principal amount of 6-1/4% Convertible Subordinated Debentures due
March 1, 2002 (the "Debentures"). Prior to the recapitalization
amendment discussed above, the Debentures were convertible in integral
multiples of $1,000 by a holder into Common Shares of the Company at a
conversion price of $48.75 per share (equivalent to a conversion rate
of approximately 20.513 existing Common Shares per $1,000 principal
amount of Debentures). As a result of the recapitalization amendment,
each Debenture will be convertible into approximately 20.513 Class A
Common Shares and approximately 20.513 Class B Common Shares per
$1,000 principal amount.
(b) The authorization and subsequent issuance of the Class B Common
Shares did not materially limit or qualify the rights of holders of
Class A Common Shares except that in certain situations in which a
holder of Class A Common Shares has acquired 15% or more of the Class
A Common Shares after August 2, 1995 without a proportionate purchase
of the nonvoting Class B Common Shares, the voting
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rights of the Class A Common Shares acquired by such holder
after August 2, 1995 will be automatically suspended until (i)
consummation of a tender offer at a prescribed price to acquire
additional Class B Common Shares or, (ii) the number of Class A Common
Shares owned by such shareholder and acquired after August 2, 1995
falls below 15% of the outstanding Class A Common Shares. See Article
Fourth, Division B, Section 7 of the Registrant's Amended Articles of
Incorporation, which is part of Exhibit No. 3 to this Form 10-Q and
which is hereby incorporated by reference.
Item 4. Submission of Matters to a vote of Security Holders
---------------------------------------------------
a) A Special Meeting in Lieu of the Annual Meeting of Shareholders
of Fabri-Centers of America, Inc. was held August 2, 1995 for
the purpose of (1) electing three members to the class whose
three-year terms of office expire in 1998 and, (2) voting upon a
proposed amendment (the "Recapitalization Amendment") to the
Company's Articles of Incorporation, which would among other
things, (i) provide for two classes of common stock, one
voting class designated as Class A Common Shares and a new
nonvoting class designated as Class B Common Shares; (ii) change
each issued share of the Company's existing Common Shares into
one Class A Common Share and one Class B Common Share; (iii)
increase the number of authorized Common Shares from 75,000,000
to 150,000,000 consisting of 75,000,000 Class A Common Shares and
75,000,000 Class B Common Shares, and (iv) expressly permit the
Company to purchase and sell either class of Common Stock
regardless of whether a lesser purchase price could be paid, or a
greater sale price could be received, by the Company for shares
of the other class.
b) Robert Norton, Alma Zimmerman and Ira Gumberg were elected to the
Board of Directors for the term expiring in 1998. Samuel
Krasney, Frank Newman and Betty Rosskamm continued as Directors
in the class whose term of office expires in 1996, and Scott
Cowen and Alan Roskamm continued as Directors in the class whose
term of office expires in 1997, in which class a vacancy remains.
c) (i) The nominees for Directors as listed in the proxy statement
were elected with the following vote:
Nominee Votes For Votes Withheld
---------------- ----------- --------------
Robert Norton 8,503,174 267,998
Alma Zimmerman 8,501,831 269,341
Ira Gumberg 8,494,339 276,833
(ii) Approval of the Recapitalization Amendment required the
affirmative vote of the holders of the majority of the
outstanding existing Common Shares of the Company. On June 14,
1995, the record date for shareholders entitled to notice and vote
at the meeting, there were 9,188,827 Common Shares outstanding.
The proposed Amendment to the Company's Articles of Incorporation
was approved by the following vote:
Votes For Votes Against Votes Withheld Broker Non-Votes
--------- ------------- -------------- ----------------
4,866,563 3,376,378 14,030 514,201
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Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a) Exhibits
--------
See the Exhibit Index at sequential page 14 of this report.
b) Reports on Form 8-K
-------------------
The Company was not required to file reports on Form 8-K for the 13-week period ended July 29, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities and 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: September 11, 1995 /s/ Alan Rosskamm
BY: Alan Rosskamm
Chairman, President and Chief
Executive Officer
/s/ Robert Norton
BY: Robert Norton
Vice Chairman and Chief Financial
Officer
FABRI-CENTERS OF AMERICA, INC.
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FABRI-CENTERS OF AMERICA, INC.
FORM 10-Q FOR THE THIRTEEN AND TWENTY-SIX WEEK
PERIODS ENDED JULY 29, 1995
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
--------------- --------------------------------------------------------- --------------
3 Form of 1995 Amended Articles of Incorporation of Fabri- 15
Centers of America, Inc.
4 Form of Second Amendment of Rights Agreement, dated 30
August 2, 1995, between the Registrant and Society
National Bank, as successor by merger to Ameritrust
Company National Association, as Rights Agent
11 Statement re Computation of Earnings per Common Share 35
27 Financial Data Schedule 36
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