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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Act of 1934
(Amendment No. )
Fred's Inc.
(Name of Issuer)
Common - Class A
(Title of Class of Securities)
(CUSIP Number) 356108100
12/31/99
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
Rule 13d-1(b) [x ]
Rule 13d-1(cc) [ ]
Rule 12d-1(d) [ ]
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP NO. 356108100
1. Name of Reporting Person: Daruma Asset Management, Inc.
Social Security No. or I.R.S. Identification Nos. of above persons (entities
only): 13-3831899
2. Check the Appropriate Box if a Member of a Group (See Instructions) not
applicable
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization New York
Number of 5. Sole Voting Power See Item 4 & Exhibit A
Shares Bene- 6. Shared Voting Power See Item 4 & Exhibit A
Ficially by 7. Sole Dispositive Power See Item 4 & Exhibit A
Owned by Each 8. Shared Dispositive Power See Item 4 & Exhibit A
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting Person 845,650
(See Item 4 & Exhibit A)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9) 7.06%
(See Item 4 & Exhibit A)
12. Type of Reporting Person (See Instructions) IA
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1. Name of Reporting Person: Mariko O. Gordon
Social Security No. or I.R.S. Identification Nos. of above persons
(entities only):
2. Check the Appropriate Box if a Member of a Group (See Instructions) not
applicable
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization U.S.A.
Number of 5. Sole Voting Power See Item 4 & Exhibit A
Shares Bene- 6. Shared Voting Power See Item 4 & Exhibit A
Ficially by 7. Sole Dispositive Power See Item 4 & Exhibit A
Owned by Each 8. Shared Dispositive Power See Item 4 & Exhibit A
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 845,650
(See Item 4 & Exhibit A)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9) 7.06%
(See Item 4 & Exhibit A)
12. Type of Reporting Person (See Instructions) HC
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Item 1
(a) Name of Issuer
Fred's Inc.
(b) Address of Issuer's Executive Offices:
Fred's Inc.
4300 New Getwell Road
Memphis, TN 38118
Item 2
(a) Name of Person Filing
(i) Daruma Asset Management, Inc.
(ii) Mariko O. Gordon
(b) Address of Principal Office
(i) & (ii): 60 East 42nd Street, Suite 1111
New York, NY 10165
(c) Citizenship: (i) New York (ii) U.S.A.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: (i)
(ii) not applicable
Item 3. If this Statement is filed pursuant to ?240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is an:
(i) Daruma Asset Management, Inc.:
(d) An Investment Adviser in accordance with ?240.13d-1(b)(1)(ii)(E)
(ii) Mariko O. Gordon
(g) A control person in accordance with ?240.13d-1(ii)(G)
Item 4: Ownership:
The securities covered by this statement are beneficially owned by one or
more investment advisory clients whose accounts are managed by Daruma Asset
Management, Inc. ("Daruma"). The investment advisory contracts relating to
such accounts grant to Daruma sole investment and/or voting power over the
securities owned by such accounts. Therefore Daruma may be deemed to be the
beneficial owner of the securities covered by this statement for purposes
of Rule 13d-3 ("Rule 13d-3") under the Securities Act of 1934 (the "1934 Act").
Mariko O. Gordon (the "Principal Shareholder") owns in excess of 50% of
the outstanding voting stock and is the president of Daruma. The Principal
Shareholder may be deemed to be the beneficial owner of securities held by
persons and entities advised by Daruma for purposes of Rule 13d-3.
Daruma and the Principal Shareholder each disclaims beneficial ownership
in any of the securities covered by this statement. Daruma and the
Principal Shareholder are of the view that they are not acting as a
"group" for purposes of Section 13(d) under the 1934 Act and that they
are not otherwise required to attribute to each other the "beneficial
ownership" of securities held by any of them or by any persons or entities
advised by Daruma.
(a) Amount beneficially owned: 845,650 (See Item 4 & Exhibit A)
(b) Percent of Class: 7.06% (See Item 4 & Exhibit A)
(c) Powers Number of Shares
(i)Sole power to vote or to direct the vote 435,300
(See Item 4 & Exhibit A)
(ii)Shared power to vote or to direct the vote 0
(iii)Sole power to dispose or to direct disposition 845,650
(See Item 4 & Exhibit A)
(iv)Shared power to dispose or to direct disposition 0
Item 5. Ownership of 5% or less of a class
Not applicable
Item 6. Ownership of more than 5% on behalf of Another Person:
Investment advisory clients of Daruma Asset Management, Inc. have the
right to receive dividends from as well as the proceeds from the sale
of securities covered by this statement.
Item 7. Identification and Classification of the Subsidiary which acquired the
Security being reported on by the ultimate parent company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
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Item 10. Certification
By signing below, we certify to the best of our knowledge
and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant
in any transaction having such purpose or effect. This report shall
not be construed as an admission by the persons filing the report that
they are beneficial owners of any of the securities covered by this report.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
Date: February83, 2000
DARUMA ASSET MANAGEMENT, INC.
/s/ Mary B. O'Byrne
By: Mary B. O'Byrne
Vice President
Mariko O. Gordon
By: /s/ Mary B. O'Byrne
Attorney-in-fact for
Mariko O. Gordon pursuant to
Power of Attorney filed as Exhibit C to this Schedule G
EXHIBIT A
Daruma Asset Management, Inc. ("Daruma") presently holds 845,650 shares of
Fred's Inc. Corporation's (the "Issuer") common stock, Class A.
Daruma has sole investment discretion over 845,650 shares and sole voting
discretion over 435,300 shares, which are held for the benefit of its
clients by its separate managed investment advisory accounts.
The shares were acquired in the ordinary course of business, and not with the
purpose or effect of changing or influencing control of the Issuer. The
filing of this statement should not be construed as an admission that Daruma
is, for the purposes of Sections 13 or 16 of the Securities Exchange Act of
1934, the beneficial owner of these shares.
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EXHIBIT B
Joint Filing Agreement
In accordance with Rule 13d-1(f)(f) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agrees to the joint filing with each other
of the foregoing statement on Schedule 13G and to all amendments thereto and
that such statement and each amendment to such statement is made on behalf
of each of them.
IN WITNESS WHEREOF, the undersigned hereby agree to execute this Agreement
on February 8, 2000
DARUMA ASSET MANAGEMENT, INC.
By: /s/ Mary B. O'Byrne
MARY B. O'BYRNE, Vice President
/s/ Mariko O. Gordon
MARIKO O. GORDON, President
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EXHIBIT C
Power of Attorney
Mariko O. Gordon hereby appoints Mary B. O'Byrne her true and lawful
attorney-in-fact and agent to execute and file with the Securities and
Exchange Commission any Schedule 13G, any amendments thereto or any
related documentation which may be required to be filed in her individual
capacity as a result of her position as an officer, director or shareholder
of Daruma Asset Management, Inc. and, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing which she might or could do in person, hereby ratifies and confirms
all that said attorney-in-fact and agent may lawfully do or cause to be done
by virtue hereof.
/s/ Mariko O. Gordon
MARIKO O. GORDON
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