Item 14(a) 3 Exhibits have been
amended to include exhibit 99.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 29, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No 0-631
ROSE'S STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware 56-0382475
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
218 S. Garnett Street 27536
Henderson, NC
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (919) 430-2600
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of Each Class on which registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
Voting Common Stock, No Par Value
Non-Voting Class B Stock, No Par Value
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
<PAGE>
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( X )
As of April 22, 1994, 8,262,420 Voting Common shares and 10,495,586
Non-Voting Class B shares were outstanding, and the aggregate market value of
the Voting Common shares (based upon the quoted closing price of these shares
on that date) of Rose's Stores, Inc. held by nonaffiliates was approximately
$2,397,447.
NOTE: Part IV, Item 14 is included.
PAGE
<PAGE>
PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 3. EXHIBITS
Exhibit
No. Page
10.1 The Registrant's Equity Compensation Plan Incorporated
(incorporated by reference to the identified by reference
exhibit under the Registrant's Quarterly
Report on Form 10-Q for its fiscal quarter
ended October 26, 1991)
10.2 First Amendment to Equity Compensation Plan Previously
Filed
10.3 Second Amendment to Equity Compensation Plan Previously
Filed
10.4 The Registrant's Variable Investment Plan CE
(the "Plan"), as amended and restated
effective January 1, 1989.
10.5 The Registrant's Employment Agreement with Incorporated
George L. Jones (incorporated by reference by reference
to Exhibit 19 to Registrant's Quarterly
Report on Form 10-Q for the Quarter Ended
October 26, 1991 dated December 9, 1991).
10.6 Loan Agreement dated September 20, 1993 Incorporated
between the Registrant and General Electric by reference
Capital Corporation
(Incorporated by reference to Exhibit 10.1
to the Registrant's Current Report on
Form 10-K dated September 20, 1993).
10.7 The Registrant's Severance Program, as CE
adopted effective March 24, 1994 pursuant
to order of the Bankruptcy Court presiding
over the Registrant's proceeding under chapter
11 of Title 11 of the United States Code (the
"Court")
10.8 The Registrant's obligations with respect to CE
the compensation of its officers and directors
as specified in the following orders of the Court:
(a) Order Authorizing Compensation of Senior
Vice Presidents (dated November 18, 1993)
<PAGE>
(b) Order Authorizing Compensation of
Executive Vice Presidents (dated November
18, 1993)
(c) Order Authorizing Compensation of Vice
Presidents and Treasurer (dated November
18, 1993)
(d) Order Authorizing Compensation of George
L. Jones (dated November 18, 1993)
(e) Order Continuing Compensation of Chairman
of the Board of Directors Pending Hearing
(dated November 18, 1993)
(f) Order Authorizing Payment of Compensation
to Directors (dated November 18, 1993)
23. Consent of Independent Certified Public CE
Accountants
99. Annual Report for the Rose's Stores, Inc. CE
Variable Investment Plan for the year ended
December 31, 1993.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No 0-631
ROSE'S STORES, INC. VARIABLE INVESTMENT PLAN
ROSE'S STORES, INC.
218 S. Garnett Street
Henderson, NC 27536
<PAGE>
Exhibit
No. Page
23 Consent of Independent Certified Public CE
Accountants
99 Annual Report for the Rose's Stores, CE
Inc. Variable Investment Plan for the
Year ended December 31, 1993
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan Administrator, Rose's Stores, Inc., has duly caused this annual report
to be signed by the undersigned, thereunto duly authorized.
ROSE'S STORES, INC.
VARIABLE INVESTMENT PLAN
BY:(signature of Tom Dowd)
Tom Dowd
Vice President,
Human Resources
Date: June 24, 1994
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Rose's Stores, Inc.
We consent to incorporation by reference in the registration statement
(No.33-45094) on Form S-8 of Rose's Stores, Inc. of our report dated April 28,
1994 relating to the statements of net assets available for Plan benefits as
of December 31, 1993 and 1992 and the related statements of changes in net
assets available for Plan benefits for each of the years in the three-year
period ended December 31, 1993 of Rose's Stores,Inc. Variable Investment Plan
and the related supplemental schedules 1, 2 and 3 for the year ended December
31, 1993 which report appears in the December 31, 1993 report on Form 11-K
of Rose's Stores, Inc. Variable Investment Plan. Our report dated April 4,
1994, contains an explanatory paragraph that states that the Company's Chapter
11 filing, the leveraged financial structure, and recurring net losses
resulting in the substantial elimination of stockholders' equity, raise
substantial doubt about the Company's ability to continue as a going concern.
Our report also included an explanatory paragraph indicating that the Company
adopted Statement of Financial Accounting Standards No. 106 in 1992 and
changed its method of determining retail price indices used in the valuation
of LIFO inventories in 1991.
Raleigh, North Carolina KPMG Peat Marwick
June 24, 1994
PAGE
<PAGE>
ROSE'S STORES, INC.
VARIABLE INVESTMENT PLAN
Financial Statements and Schedules
December 31, 1993 and 1992
(With Independent Auditors' Report Thereon)
PAGE
<PAGE>
INDEPENDENT AUDITORS' REPORT
Advisory Committee, Variable Investment Plan
Rose's Stores, Inc.:
We have audited the accompanying statements of net assets available for plan
benefits of the Rose's Stores, Inc. Variable Investment Plan (the "Plan") as
of December 31, 1993 and 1992 and the related statements of changes in net
assets available for plan benefits for each of the years in the three-year
period ended December 31, 1993. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
as of December 31, 1993 and 1992 and the changes in net assets available for
plan benefits for each of the years in the three-year period ended December
31, 1993 in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedules 1, 2 and 3
are presented for the purpose of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedules have been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
KPMG Peat Marwick
April 28, 1994
<PAGE>
ROSE'S STORES, INC. VARIABLE INVESTMENT PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1993 and 1992
<TABLE>
<CAPTION>
1993
Biltmore
Guaranteed Diversified Rose's Fixed
Income Equity Stock Temporary Income
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Assets:
Investments at current value:
Variable rate deposits - BB&T Bank $7,471,673 - - - -
Fidelity Magellan Equity Fund - 4,330,180 - - -
Common stock of Rose's Stores, Inc. - - 117,362 - -
Biltmore Fixed Income Fund - - - - 720,594
Money market funds - - 59,900 68,579 -
Loans to participants - - - 788,721 -
Net investments 7,471,673 4,330,180 177,262 857,300 720,594
Cash - - 52 95 29
Employee contributions receivable - - - 124,086 -
Accrued income receivable 24,725 - 164 459 -
Total assets 7,496,398 4,330,180 177,478 981,940 720,623
Net assets available for plan benefits $7,496,398 4,330,180 177,478 981,940 720,623
</TABLE>
See accompanying notes to financial statements.
PAGE
<PAGE>
ROSE'S STORES, INC. VARIABLE INVESTMENT PLAN
Statements of Net Assets Available for Plan Benefits, Continued
December 31, 1993 and 1992
<TABLE>
<CAPTION>
1992
Guaranteed Diversified Rose's Wachovia
Income Equity Stock Temporary Bond
Fund Fund Fund Fund Fund Total Tot
Assets:
<S> <C> <C> <C> <C> <C> <C>
Investments at current value:
Variable rate deposits - Crestar Bank $8,164,087 - - - - 8,164,087
Fidelity Magellan Fund - 3,224,692 - - - 3,224,691
Common stock of Rose's Stores, Inc. - - 986,869 - - 986,869
Wachovia Bond Fund - - - - 444,783 444,783
Money market funds - - 24,600 87,400 - 112,000
Loans to participants - - - 795,715 - 795,715
Net investments 8,164,087 3,224,692 1,011,469 883,115 444,783 13,728,146
Cash - - 83 17,738 29 17,850
Employee contributions receivable - - - 167,914 - 167,914
Unallocated income receivable - - - 56,515 - 56,515
Accrued income receivable 868 285,059 79 522 3,332 289,860
Total assets 8,164,955 3,509,751 1,011,631 1,125,804 448,144 14,260,285
Net assets available for plan benefits $8,164,955 3,509,751 1,011,631 1,125,804 448,144 14,260,285
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ROSE'S STORES, INC. VARIABLE INVESTMENT PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1993, 1992 and 1991
1993
<TABLE>
<CAPTION> Wachovia
Bond/
Biltmore
Guaranteed Diversified Rose's Fixed Life
Income Equity Stock Temporary Income Insurance
Fund Fund Fund Fund Fund Option Total
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair
value of investments $ - 454,382 (878,689) - 7,193 - (417,114)
Dividends - 411,565 - - 45,115 - 456,680
Interest 304,855 - 1,050 3,562 - - 309,467
304,855 865,947 (877,639) 3,562 52,308 - 349,033
Employee contributions and roll-overs - - - 1,586,451 - 128,251 1,714,702
Other - - - 74,821 - - 74,821
Total additions 304,855 865,947 (877,639) 1,664,834 52,308 128,251 2,138,556
Deductions from net assets attributed to:
Plan benefits paid - - 100,280 2,463,611 - - 2,563,891
Insurance premiums paid - - - - - 128,251 128,251
Other - - - 80 - - 80
Total deductions - - 100,280 2,463,691 - 128,251 2,692,222
Net transfers of assets among funds (973,412) (45,518) 143,766 654,993 220,171 - -
Net increase (decrease) (668,557) 820,429 (834,153) (143,864) 272,479 - (553,666)
Net assets available for plan benefits:
Beginning of year 8,164,955 3,509,751 1,011,631 1,125,804 448,144 - 14,260,285
End of year $ 7,496,398 4,330,180 177,478 981,940 720,623 - 13,706,619
</TABLE>
See accompanying notes to financial statements.
PAGE
<PAGE>
ROSE'S STORES, INC. VARIABLE INVESTMENT PLAN
Statements of Changes in Net Assets Available for Plan Benefits, Continued
Years ended December 31, 1993, 1992 and 1991
<TABLE>
<CAPTION> 1992
Guaranteed Diversified Rose's Wachovia Life
Income Equity Stock Temporary Bond Insurance
Fund Fund Fund Fund Fund Option Total
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair
value of investments $ - (67,063) (25,872) - 22,252 - (70,863)
Dividends - 296,016 - - 19,351 - 315,367
Interest 458,263 - 944 5,941 3,605 - 468,753
458,263 228,953 (24,928) 5,941 45,208 - 713,437
Employee contributions and roll-overs - - 456 1,985,643 68,099 163,719 2,217,917
Other - - - 89,132 - - 89,132
Total additions 458,263 228,953 (24,472) 2,080,716 113,307 163,719 3,020,486
Deductions from net assets attributed to:
Plan benefits paid - - 139,280 2,622,492 - - 2,761,772
Insurance premiums paid - - - - - 163,719 163,719
Total deductions - - 139,280 2,622,492 - 163,719 2,925,491
Net transfers of assets among funds (1,350,840) 140,419 84,192 791,392 334,837 - -
Net increase (decrease) (892,577) 369,372 (79,560) 249,616 448,144 - 94,995
Net assets available for plan benefits:
Beginning of year 9,057,532 3,140,379 1,091,191 876,188 - - 14,165,290
End of year $8,164,955 3,509,751 1,011,631 1,125,804 448,144 - 14,260,285
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE>
ROSE'S STORES, INC. VARIABLE INVESTMENT PLAN
Statements of Changes in Net Assets Available for Plan Benefits, Continued
Years ended December 31, 1993, 1992 and 1991
<TABLE>
<CAPTION> 1991
Guaranteed Diversified Rose's Life
Income Equity Stock Temporary Insurance
Fund Fund Fund Fund Option Total
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair
value of investments $ - 872,520 275,967 - - 1,148,487
Dividends - 54,148 - - - 54,148
Interest 675,791 14 454 10,567 - 686,826
675,791 926,682 276,421 10,567 - 1,889,461
Employee contributions and roll-overs 132,152 38,057 37,932 1,828,171 203,321 2,239,633
Other - - - 7,678 - 7,678
Total additions 807,943 964,739 314,353 1,846,416 203,321 4,136,772
Deductions from net assets attributed to:
Plan benefits paid - - 20,751 1,840,587 - 1,861,338
Insurance premiums paid - - - - 203,321 203,321
Total deductions - - 20,751 1,840,587 203,321 2,064,659
Net transfers of assets among funds 5,909 (181,823) 67,597 108,317 - -
Net increase (decrease) 813,852 782,916 361,199 114,146 - 2,072,113
Net assets available for plan benefits:
Beginning of year 8,243,680 2,357,463 729,992 762,042 - 12,093,177
End of year $9,057,532 3,140,379 1,091,191 876,188 - 14,165,290
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE>
ROSE'S STORES, INC. VARIABLE INVESTMENT PLAN
Notes to Financial Statements
December 31, 1993 and 1992
(l)Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements of the Rose's Stores, Inc.
Variable Investment Plan (the Plan) have been prepared on an accrual
basis and present the net assets available for those net assets.
(b) Investments in Securities
Investments in marketable securities are stated at current value
based on quotations obtained from national securities exchanges or
brokerage firms. The cost basis of marketable securities is average
cost for the Fidelity Magellan Fund and first-in first-out (FIFO) for
Rose's Stores, Inc. common stock.
Securities transactions are recognized on the trade date (the date
the order to buy or sell is executed).
(c) Reconciliation to Form 5500
The accompanying financial statements at December 31, 1993 and 1992
show benefits payable to participants who have withdrawn from the
Plan as a component of net assets available for plan benefits, while
Form 5500 reflects such amounts as a liability of the plan. Benefits
payable of $334,714 and $211,731 are included in net assets available
for plan benefits as of December 31, 1993 and 1992, respectively.
(2) Description of the Plan
The Plan is a defined-contribution plan sponsored by Rose's Stores,Inc.
(Rose's) and is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA). All Rose's employees are
eligible to participate in the Plan after one year of continuous
employment in which they have worked at least 1,000 hours and upon
reaching 21 years of age. Effective January 1, 1991, the Plan was
amended to adopt the "safe harbor" minimum coverage provisions of the
Internal Revenue Code, and eliminated life insurance as a new
investment option effective December 31, 1991. Participants, who were
enrolled in the life insurance option prior to the Plan's amendment
were allowed to continue with this investment option. In addition,
the amendment envisages elimination of the PAYSOP provisions of the
Plan upon receipt of a favorable private letter ruling from the
Internal Revenue Service providing approval for the termination of
the PAYSOP provision.
The Plan currently offers three investment options for employee
contributions. The Guaranteed Income Fund, the Diversified Equity
Fund, and the Biltmore Fixed Income Fund. Participants may change
their elections monthly. Due to the Plan sponsor's filing of Chapter
11 bankruptcy, the Rose's Stock Fund has not been available as an
investment option since September 1, 1993.
During 1993, Rose's filed for Chapter 11 bankruptcy. The Company is
currently preparing its plan of reorganization. It is envisaged that
the Plan will involve a large reduction in the Company's workforce,
and therefore there may be a decrease in employee contributions to
the Plan and a large number of disbursements from the Plan during
1994.
<PAGE>
(2) Description of the Plan, Continued
Each participant's account is credited with the participant's
contribution and an allocation of Rose's contribution, if any, and
Plan earnings. Allocations are based on participant compensation or
account balances as defined in the Plan. Participants are fully
vested in their accounts at all times.
The Plan permits withdrawals in the event of termination of
employment, disability, death, age 59-l/2 or retirement. Withdrawals
may also be made to meet certain financial hardships, as defined.
In the event the Plan is terminated, the Trustee will assume full
responsibility for the management and administration of the Plan.
Upon termination of the Plan, participants may elect to receive
benefits immediately, or may elect to defer benefits until they
terminate their employment with Rose's or reach retirement age.
(3) Contributions
Employer contributions to the Plan are discretionary. The
contribution for any plan year may not exceed the net earnings of
Rose's Stores, Inc. For the years ending December 31, 1993, 1992 and
1991, Rose's Stores, Inc. made no contributions to the Plan.
Participants may contribute up to 20% of their gross annual wages.
(4) Investments
The following investments exceeded 5% of the Plan's net assets at
December 31, 1993:
<TABLE>
<CAPTION>
Market
Investment Cost value
<S> <C> <C>
BB&T Bank - Variable rate deposits $ 7,471,673 7,471,673
Fidelity Magellan Equity Fund 3,613,287 4,330,180
Biltmore Fixed Income Fund 730,611 720,594
</TABLE>
The Plan's investments are administered by Central Carolina Bank &
Trust Company, N.A. During the years ended December 31, 1993, 1992
and 1991, the Plan had the following net appreciation (depreciation)
in its investments:
<TABLE>
<CAPTION> 1993 1992 1991
<S> <C> <C> <C>
Fidelity Magellan Fund $ 454,382 (67,063) 872,520
Common stocks - Rose's Stores, Inc.
non-voting Class B (878,689) (25,872) 275,967
Wachovia Bond/Biltmore Fixed
Income Fund 7,193 22,252 -
$(417,114) (70,683) 1,148,487
</TABLE>
(5) Loans to Participants
The Plan permits participants to borrow 50% of their account balance,
up to $50,000. These loans must be repaid through payroll deductions
over-a period not to exceed four and one-half years. Prior to January
1, 1993, the interest rate to be paid on the amounts borrowed was
equal to the average interest rate of the Home Equity Loan Rate at the
five major commercial banks in the area at the time of the loan. The
interest rate for monies borrowed in 1993 was equal to the average
prime rate at the sponsor's bank, plus one
<PAGE>
(5) Loans to Participants, Continued
percent. At December 31, 1993 and 1992, there were $788,721 and
$795,715 in loans outstanding, respectively. These loans bear
interest at rates ranging from 6.15% to 12.0% and are due through 1998.
(6) Related Party Transactions
The Plan owned 234,723 and 239,241 shares of Rose's Stores, Inc. non-
voting Class B stock at December 31, 1993 and 1992, respectively. The
stock was purchased at prevailing market prices. The plan received
no dividends from Rose's Stores, Inc. during the three year period
ended December 31, 1993.
All expenses of the Plan were paid by the plan sponsor, Rose's Stores,
Inc. in 1993, 1992 and 1991.
(7) Federal Income Taxes
The Internal Revenue Service issued its latest determination letter on
May 7, 1993 which stated that the Plan and its underlying trust
qualify under the applicable provisions of the Internal Revenue Code
and are therefore exempt from federal income taxes.
<PAGE>
<PAGE>
Schedule 1
ROSE'S STORES, INC. VARIABLE INVESTMENT PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1993
<TABLE>
<CAPTION>
<C> <S> <C> <C>
Par value Identity of party and Market
or shares description of assets Cost value
Variable rate deposits:
- BB&T Bank $ 7,471,673 7,471,673
61,117.6 Mutual fund investment:
Fidelity Magellan Fund 3,613,287 4,330,180
- Biltmore Fixed Income Fund 730,611 720,594
234,723 Common stock:
*Rose's Stores, Inc. -
non-voting Class B 1,082,758 117,362
- Money market funds:
Employee Benefit Money Market 128,479 128,479
- Loans to participants with interest
rates ranging from 6.15% to 12.0%
with paymens due through 1998 788,721 788,221
Total assets held for
investment purposes $13,815,529 13,557,009
</TABLE>
*Denotes party-in-interest.
PAGE
<PAGE>
Schedule 2
ROSE'S STORES, INC. VARIABLE INVESTMENT PLAN
Item 27d - Schedule of Reportable Transactions (1)
Year ended December 31, 1993
<TABLE>
<CAPTION>
Aggregate
cost
Aggregate Aggregate of assets Net
purchase selling sold or realized
Identity of party and price price distributed gain
description of assets (2)(3) (2)(3) (2) (loss)
<S> <C> <C> <C> <C>
Crestar Bank - Variable Rate Deposits $ - 8,164,087 8,164,807 -
BB&T - Variable Rate Deposits 8,630,580 1,158,907 1,158,907 -
Fidelity Magellan Fund, Inc. 1,019,500 368,394 302,383 66,011
Biltmore Fixed Income Fund 743,298 12,761 12,687 74
Wachovia Fixed Income Fund 267,919 729,838 702,021 27,817
Employee Benefit Money Market Fund 3,636,300 3,619,821 3,619,821 -
</TABLE>
(1) This schedule presents transactions in any security where the aggregate
of such transactions in that security exceeds five percent of plan assets
at January 1, 1993.
(2) The value of securities at the time of purchase or sale is the market
value.
(3) Brokerage commissions are included in purchase prices and deducted from
sales proceeds.
<PAGE>
<PAGE>
Schedule 3
ROSE'S STORES, INC. VARIABLE INVESTMENT PLAN
Item 27e - Schedule of Nonexempt Transactions (1)
Year ended December 31, 1993
<TABLE>
<CAPTION>
Aggregate
cost
Aggregate Aggregate of assets Current
purchase selling sold or Net value
Identity of party and price price distributed realized of
description of assets (2)(3) (2)(3) (2) (loss) asset
<S> <C> <C> <C> <C> <C>
Rose's Stores, Inc. - non-voting
Class B Trustee purchased
and sold shares $ 230,434 120,971 717,291 (596,320) 117,362
</TABLE>
(1) This schedule presents party in interest transactions that are considered
nonexempt by the Department of Labor's Rules and Regulations under the
Employee Retirement Income Security Act of 1974.
(2) The value of securities at the time of purchase or sale is the market
value.
(3) Brokerage commissions are included in purchase prices and deducted from
sales proceeds.
