==========================================START OF PAGE 1====== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. LITIGATION RELEASE NO. 15260/ FEBRUARY 18, 1997 ACCOUNTING AND AUDITING ENFORCEMENT RELEASE NO. 886 SECURITIES AND EXCHANGE COMMISSION v. FABRI-CENTERS OF AMERICA, INC., ROBERT L. NORTON and JOSEPH E. WILLIAMS, Civil Action No. 97CV-00319 (D.D.C.) (Filed February 18, 1997) On February 18, 1997, the Securities and Exchange Commission filed a civil injunctive action in the United States District Court for the District of Columbia charging Fabri-Centers of America, Inc. ("Fabri-Centers"), a New York Stock Exchange-listed fabric and crafts retailer, Robert L. Norton ("Norton") and Joseph E. Williams ("Williams") with materially overstating Fabri-Centers' earnings and profitability prior to a $74.75 million convertible debt offering in March 1992 and in the next three fiscal quarters, by misusing the "gross profit method" of accounting to inflate the company's earnings. The Commission's complaint also charges Fabri-Centers and Norton with making materially misleading public statements in May and June 1992. The complaint charges that Fabri-Centers, Norton and Williams violated the antifraud provisions of both the Securities Act of 1933 ("Securities Act") and the Securities Exchange Act of 1934 ("Exchange Act"). The complaint also charges Fabri-Centers with violations of the periodic reporting, books and records, and internal controls provisions of the Exchange Act. The complaint charges that the defendants deviated from prior accounting practice, erroneously calculated a key inventory reserve and failed to disclose heightened price competition when they filed with the Commission the company's annual report on Form 10-K for the fiscal year ended February 1, 1992. As a result, Fabri-Centers' Form 10-K and S-3 Registration Statement materially overstated earnings and profitability for the fourth quarter and fiscal year ended February 1, 1992. The complaint further alleges that these overstatements allowed Fabri-Centers to sell its convertible debt at better prices and on more favorable terms than if accurate information had been provided. The Commission's complaint charges that Norton, Fabri- Centers' former Chief Financial Officer, and Williams, Fabri- Centers' former Controller, circumvented the company's internal accounting controls and that Norton made false and misleading statements to the company's auditors in connection with the debt offering. Without admitting or denying the Commission's allegations, Fabri-Centers consented to entry of a final judgment permanently enjoining it from violating Section 17(a) of the Securities Act, Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B) of the Exchange Act and related rules thereunder. Fabri-Centers also agreed to disgorge $3.28 million in connection with the settlement. The Commission's litigation is proceeding against Norton and Williams. In a related matter, the Commission instituted and settled administrative proceedings against Alan D. Rosskamm ("Rosskamm"), Fabri-Centers' current Chief Executive Officer and Chairman. Rosskamm, without admitting or denying the allegations, consented to the entry of findings that he: (i) violated Sections 17(a)(2) and (a)(3) of the Securities Act and Exchange Act Rule 13b2-2 by failing to make adequate inquiry before signing representation letters to the company's independent auditors in March 1992 and (ii) caused Fabri-Centers to violate Section 13(a) of the Exchange Act and Rules 12b-20 and 13a-13 thereunder by signing and approving the company's Form 10-Q for the fiscal quarter ended May 2, 1992.