FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
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
ROSE'S STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-631 56-0382475
(Commission File Number) (IRS Employer Identification No.)
218 S. Garnett Street
Henderson, North Carolina 27536
(Address of principal executive offices) (Zip Code)
(919) 430-2600
(Registrant's telephone number, including area code)
<PAGE>
<PAGE>
Item 5: OTHER EVENTS
On March 1, 1996, Rose's Stores, Inc. and Fred's Inc. of Memphis Tennessee,
issued the following press release:
FOR IMMEDIATE RELEASE
FRED'S INC. AND ROSE'S STORES, INC.
REACH AGREEMENT IN PRINCIPLE
Memphis, Tennessee and Henderson, North Carolina--March 1, 1996. Fred's, Inc.
(NASDAQ "FRED") and Rose's Stores, Inc. (NASDAQ "RSTO") jointly announced that
they had 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 of Rose's would receive approximately three-tenth (.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 material 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. The Company's
common stock is traded on the NASDAQ Stock Market's National Market under the
symbol "FRED".
Rose's operates 105 stores in the southeastern United States. The Company's
common stock is traded on the NASDAQ Stock Market's National Market under the
symbol "RSTO".
FOR: Fred's Inc. FOR: Rose's Stores, Inc.
Investor Relations and Press Contact: Investor Relations and Press Contact:
Name: Bruce D. Smith Name: G. Templeton Blackburn, II
Company: Fred's, Inc. Company: Rose's Stores, Inc.
Phone: (901) 365-8880 Phone: (919) 430-2019
<PAGE>
<PAGE>
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 hereunto duly authorized.
ROSE'S STORES, INC.
Date: March 13, 1996 By:/s/ Jeanette R. Peters
Jeanette R. Peters
Senior Vice President
Chief Financial Officer and
Treasurer
