SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): March 1, 1996
FRED'S, INC.
(Exact name of registrant as specified in its charter)
Tennessee 0-19288 62-0634010
(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
4300 New Getwell Road, Memphis, Tennessee 38118
(Address of principal executive office) (Zip Code)
901/365-8880
(Registrant's telephone number, including area code)
Item 5. Other Events.
On March 1, 1996 Fred's, Inc. (the "Company") and Rose's Stores, Inc.
(NASDAQ/NM:RSTO) jointly announced that they have entered into an agreement in
principle regarding the acquisition by merger of Rose's by Fred's. Under the
terms of the agreement in principle, stockholders or Rose's would receive
approximately three-tenths (0.3) of a share of Fred's Class A common stock
for each share of Rose's stock, subject to adjustment for certain changes in
the price of Fred's common stock during a specified period preceding the
mailing of definitive proxy materials to stockholders. The merger would be
subject to the execution of a definitive merger agreement, approval by the
stockholders of Fred's and Rose's, and certain other conditions.
Fred's operates 201 stores in the southeastern United States. Rose's
operates 105 stores in the southeastern United States. Rose's common stock is
traded on the Nasdaq Stock Market's National Market under the symbol RSTO.
SIGNATURE
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.
FRED'S, INC.
Dated: March 11, 1996 By: \s\ Michael J. Hayes
Michael J. Hayes, Chairman
and Chief Executive Officer
