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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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