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): August 20, 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)
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Item 5: OTHER EVENTS
On August 20, 1996, Rose's Stores, Inc., issued the following press release:
FOR IMMEDIATE RELEASE
ROSE'S STORES, INC. AND FRED'S, INC. ANNOUNCE
TERMINATION OF MERGER AGREEMENT
Henderson, North Carolina and Memphis, Tennessee - - - August 20, 1996 ...
Rose's Stores, Inc. (Nasdaq: "RSTO") and Fred's, Inc. (Nasdaq: "FRED") announced
today that the previously announced merger agreement providing for the acquisi-
tion of Rose's Stores, Inc. by Fred's, Inc. has been terminated.
Rose's operates 105 stores and Fred's operates 207 stores, in the south-
eastern United States.
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: (910)365-8880 Phone: (919)430-2019
As a result of the termination of the merger agreement, Rose's special
stockholders' meeting, which had been called to consider the merger agreement,
has been cancelled.
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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 under-
signed hereunto duly authorized.
ROSE'S STORES, INC.
Date: August 20, 1996 By:/s/ Jeanette R. Peters
Jeanette R. Peters
Senior Vice President
Chief Financial Officer
and Treasurer
