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): May 8, 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 May 8, 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. ANNOUNCE
EXECUTION OF MERGER AGREEMENT
Memphis, Tennessee and Henderson, North Carolina--May 8, 1996... Fred's, Inc.
(NASDAQ "FRED") and Rose's Stores, Inc. (NASDAQ "RSTO") jointly announced today
that they had executed a definitive merger agreement providing for the
acquisition of Rose's by Fred's. The merger agreement provides that the
outstanding shares of Rose's common stock will be converted into a number of
shares of Fred's common stock, determined by dividing $2.15 by the average price
of Fred's common stock during a specified period. The merger is subject to the
approval of the stockholders of Fred's and Rose's and to the satisfaction or,
where permissible, the waiver of certain other conditions.
Fred's operates 199 stores, and Rose's operates 105 stores, in the
southeastern United States.
Investor Relations and Press Contacts:
FOR: Fred's Inc. FOR: Rose's Stores, Inc.
Name: Bruce D. Smith Name: G. Templeton Blackburn, II
Phone: (901) 365-8880 Phone: (919) 430-2019
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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
undersigned hereunto duly authorized.
ROSE'S STORES, INC.
Date: May 9, 1996 By:/s/ Jeanette R. Peters
Jeanette R. Peters
Senior Vice President
Chief Financial Officer
and Treasurer
