<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
COMMISSION FILE NUMBER 0-00000
-------
FRIEDMAN'S INC. RETIREMENT SAVINGS PLAN
FRIEDMAN'S INC.
A DELAWARE CORPORATION
IRS EMPLOYER IDENTIFICATION NUMBER 58-0249470
FOUR WEST STATE STREET
SAVANNAH, GEORGIA 31401
TELEPHONE (912) 233-9333
<PAGE>
FRIEDMAN'S INC. RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
AUDITED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT AUDITORS......................................... 1
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1998,
WITH FUND INFORMATION................................................ 3
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1997,
WITH FUND INFORMATION................................................ 5
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, YEAR ENDED
DECEMBER 31, 1998, WITH FUND INFORMATION............................. 7
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, YEAR ENDED
DECEMBER 31, 1997, WITH FUND INFORMATION............................. 9
NOTES TO FINANCIAL STATEMENTS.......................................... 11
SUPPLEMENTAL SCHEDULES
LINE 27(A)--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES............ 17
LINE 27(D)--SCHEDULE OF REPORTABLE TRANSACTIONS........................ 18
SIGNATURE ............................................................. 19
<PAGE>
Report of Independent Auditors
The Plan Committee
Friedman's Inc. Retirement Savings Plan
Savannah, Georgia
We have audited the accompanying statements of net assets available for benefits
of the Friedman's Inc. Retirement Savings Plan as of December 31, 1998 and 1997,
and the related statements of changes in net assets available for benefits for
the years then ended. 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 benefits of the Plan as of
December 31, 1998 and 1997, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1998 and reportable
transactions for the year then ended, are presented for the purposes of
additional analysis and are not a required part of the 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. These supplemental schedules are the responsibility of the
Plan's management. The Fund Information in the statements of net assets
available for benefits and the statements of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to present
the net assets available for benefits and changes in net assets available for
benefits of each fund.
1
<PAGE>
The supplemental schedules and Fund Information have been subjected to auditing
procedures applied in our audits of the financial statements and, in our
opinion, are fairly stated in all material respects in relation to the financial
statements taken as a whole.
June 23, 1999
Atlanta, Georgia
2
<PAGE>
Friedman's Inc. Retirement Savings Plan
Statement of Net Assets Available for Benefits, With Fund Information
December 31, 1998
<TABLE>
<CAPTION>
Treasury Money Short -
Market Intermediate Bond Enhanced Stock Magellan
Fund Fund Fund Fund
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Investments, at fair value:
Collective Trust Fund $ - $ - $322,610 $ -
Mutual Funds 1,548,110 37,629 - 546,362
Common stock - - - -
Loans to participants - - - -
------------------------------------------------------------------------------
1,548,110 37,629 322,610 546,362
Contributions receivable:
Participants 26,533 1,018 5,685 8,495
Employer 8,554 223 1,547 2,369
------------------------------------------------------------------------------
35,087 1,241 7,232 10,864
------------------------------------------------------------------------------
Net assets available for benefits $1,583,197 $38,870 $329,842 $557,226
==============================================================================
</TABLE>
See accompanying notes.
3
<PAGE>
<TABLE>
<CAPTION>
Tomorrow
Tomorrow Medium- Tomorrow
Short-Term Term Long-Term
Retirement Retirement Retirement Stock Loan
Fund Fund Fund Fund Fund Total
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ - $ - $ - $ - $ - $ 322,610
126,232 311,314 75,415 - - 2,645,062
- - - 216,003 - 216,003
- - - - 184,918 184,918
- --------------------------------------------------------------------------------------------
126,232 311,314 75,415 216,003 184,918 3,368,593
754 3,256 2,305 3,363 - 51,409
212 773 601 1,131 - 15,410
- --------------------------------------------------------------------------------------------
966 4,029 2,906 4,494 - 66,819
- --------------------------------------------------------------------------------------------
$127,198 $315,343 $78,321 $220,497 $184,918 $3,435,412
============================================================================================
</TABLE>
4
<PAGE>
Friedman's Inc. Retirement Savings Plan
Statement of Net Assets Available for Benefits, With Fund Information
December 31, 1997
<TABLE>
<CAPTION>
Treasury Short-
Money Intermediate Enhanced
Market Bond Stock Magellan
Fund Fund Fund Fund
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Investments, at fair value:
Collective Trust Fund $ - $ - $197,498 $ -
Mutual Funds 1,435,667 18,541 - 404,960
Loans to participants - - - -
-----------------------------------------------------------------------------
1,435,667 18,541 197,498 404,960
Contributions receivable:
Participants 23,315 730 3,929 6,446
Employer 8,087 177 999 1,873
Receivable from Plan Sponsor 10,177 558 7,606 13,494
-----------------------------------------------------------------------------
41,579 1,465 12,534 21,813
-----------------------------------------------------------------------------
Total assets 1,477,246 20,006 210,032 426,773
Liabilities
Refunds due participants 7,465 10 - 218
-----------------------------------------------------------------------------
Net assets available for benefits $1,469,781 $19,996 $210,032 $426,555
=============================================================================
</TABLE>
See accompanying notes.
5
<PAGE>
<TABLE>
<CAPTION>
Tomorrow
Tomorrow Medium- Tomorrow
Short-Term Term Long-Term
Retirement Retirement Retirement Loan
Fund Fund Fund Fund Total
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ - $ - $ - $ - $ 197,498
80,769 230,051 47,975 2,217,963
- - - 143,055 143,055
- -------------------------------------------------------------------------------------------
80,769 230,051 47,975 143,055 2,558,516
860 2,423 1,535 - 39,238
233 617 424 - 12,410
267 895 1,273 - 34,270
- -------------------------------------------------------------------------------------------
1,360 3,935 3,232 85,918
- -------------------------------------------------------------------------------------------
82,129 233,986 51,207 143,055 2,644,434
- 502 38 - 8,233
- -------------------------------------------------------------------------------------------
$82,129 $233,484 $51,169 $143,055 $2,636,201
===========================================================================================
</TABLE>
6
<PAGE>
Friedman's Inc. Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits, With
Fund Information
Year ended December 31, 1998
<TABLE>
<CAPTION>
Treasury Short-
Money Intermediate Enhanced
Market Bond Stock Magellan
Fund Fund Fund Fund
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Net appreciation in fair value $ 70,842 $ 2,346 $ 60,136 $126,891
Contributions:
Participants 324,630 11,625 65,651 92,178
Employer 99,817 2,713 16,990 24,665
------------------------------------------------------------------------------
495,289 16,684 142,777 243,734
Deductions from net assets attributed
to:
Distributions to participants 138,028 4,219 37,385 61,305
Loan activity, net 50,908 108 19,155 18,359
Administrative expenses 5,287 99 651 907
------------------------------------------------------------------------------
194,223 4,426 57,191 80,571
Interfund transfers (187,650) 6,616 34,224 (32,492)
------------------------------------------------------------------------------
Net increase in net assets 113,416 18,874 119,810 130,671
Net assets available for benefits at
beginning of year 1,469,781 19,996 210,032 426,555
------------------------------------------------------------------------------
Net assets available for benefits at
end of year $1,583,197 $38,870 $329,842 $557,226
==============================================================================
</TABLE>
See accompanying notes.
7
<PAGE>
<TABLE>
<CAPTION>
Tomorrow
Tomorrow Medium- Tomorrow
Short-Term Term Long-Term
Retirement Retirement Retirement Stock Loan
Fund Fund Fund Fund Fund Total
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 14,358 $ 39,595 $ 9,549 $ 57,468 $ - $ 381,185
12,857 41,327 20,677 8,678 - 577,623
2,632 8,962 5,741 2,413 - 163,933
- ------------------------------------------------------------------------------------------------
29,847 89,884 35,967 68,559 - 1,122,741
7,832 11,428 9,552 10,616 35,493 315,858
(8,112) (3,125) 1,225 (1,162) (77,356) -
160 280 213 75 - 7,672
- ------------------------------------------------------------------------------------------------
(120) 8,583 10,990 9,529 (41,863) 323,530
15,102 558 2,175 161,467 - -
- ------------------------------------------------------------------------------------------------
45,069 81,859 27,152 220,497 41,863 799,211
82,129 233,484 51,169 - 143,055 2,636,201
- ------------------------------------------------------------------------------------------------
$127,198 $315,343 $78,321 $220,497 $184,918 $3,435,412
================================================================================================
8
</TABLE>
<PAGE>
Friedman's Inc. Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits, With
Fund Information
Year ended December 31, 1997
<TABLE>
<CAPTION>
Treasury Short
Money Intermediate Enhanced
Market Bond Stock Magellan
Fund Fund Fund Fund
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Net appreciation in fair value $ 59,608 $ 1,078 $ 33,519 $ 62,318
Contributions:
Participants 279,520 8,573 34,826 63,222
Employer 95,962 2,246 9,905 19,881
Participant rollovers 933,118 6,168 58,243 128,299
Plan Sponsor 10,177 558 7,606 13,494
-------------------------------------------------------------------------------
1,378,385 18,623 144,099 287,214
Deductions from net assets attributed
to:
Distributions to participants 98,479 2,037 4,483 6,281
Loan activity, net 14,204 1,892 19,525 4,898
Administrative expenses 5,979 141 492 845
-------------------------------------------------------------------------------
118,662 4,070 24,500 12,024
Interfund transfers (124,349) (2,867) 42,983 79,136
-------------------------------------------------------------------------------
Net increase(decrease) in net assets 1,135,374 11,686 162,582 354,326
Net assets available for benefits at
beginning of year 334,407 8,310 47,450 72,229
-------------------------------------------------------------------------------
Net assets available for benefits at
end of year $1,469,781 $19,996 $210,032 $426,555
===============================================================================
</TABLE>
See accompanying notes.
9
<PAGE>
<TABLE>
<CAPTION>
Tomorrow
Tomorrow Medium- Tomorrow
Short-Term Term Long-Term
Retirement Retirement Retirement Stock Loan
Fund Fund Fund Fund Fund Total
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$12,755 $ 32,558 $ 5,957 $ 5,028 $ 1,279 $ 214,100
7,365 22,441 14,028 21,619 - 451,594
2,047 6,698 4,074 7,611 - 148,424
21 141,294 3 33,706 - 1,300,852
267 895 1,273 - - 34,270
- -------------------------------------------------------------------------------------------------
22,455 203,886 25,335 67,964 1,279 2,149,240
- 1,466 1,143 1,399 - 115,288
38,103 8,040 967 (2,477) (120,130) (34,978)
201 511 150 498 - 8,817
- -------------------------------------------------------------------------------------------------
38,304 10,017 2,260 (580) (120,130) 89,127
93,798 9,301 10,002 (108,004) - -
- -------------------------------------------------------------------------------------------------
77,949 203,170 33,077 (39,460) 121,409 2,060,113
4,180 30,314 18,092 39,460 21,646 576,088
- -------------------------------------------------------------------------------------------------
$82,129 $233,484 $51,169 $ - $ 143,055 $2,636,201
=================================================================================================
10
</TABLE>
<PAGE>
Friedman's Inc. Retirement Savings Plan
Notes to Financial Statements
December 31, 1998
1. Summary of Significant Accounting Policies
Basis of Presentation
The accounting records of the Friedman's Inc. Retirement Savings Plan (the Plan)
are maintained on the accrual basis. All securities transactions of the Plan are
recorded as of the trade date.
Valuation of Investments
Investments in mutual funds, common stock and the collective trust fund are
stated at fair value as determined by First Union National Bank (Trustee), using
the unitization method of accounting. Unit values are generally based upon
quoted market prices and are adjusted to reflect the impact of interest,
dividends, realized and unrealized gains/losses and fund expenses. The
investments in mutual funds, common stock and the common collective trust fund
are expressed in unit values which are calculated daily based on the total fair
value of the underlying assets of the unitized fund. Loans to participants are
valued at cost, which approximates fair value.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that could affect
the reported amounts of assets, liabilities and other additions to or deductions
from net assets. Actual results could differ from those estimates.
2. Description of the Plan
A complete description of Plan provisions is included in the Summary Plan
Description and the Plan Document. Copies of these documents are available from
the Friedman's Inc. Benefits Department. The following summary should be read in
conjunction with the aforementioned documents.
11
<PAGE>
Friedman's Inc. Retirement Savings Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
General
The Plan is a defined contribution plan subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended (ERISA) and covers
substantially all employees of Friedman's Inc. (the Company or the Employer).
The Plan was established and became effective January 1, 1996.
Contributions
Participants are allowed to make contributions to the Plan in accordance with
Section 401(k) of the Internal Revenue Code (IRC) ranging from 1% to 15% of
their pre-tax compensation, as defined in the Plan document. Except for rollover
contributions, participants may not make additional contributions from after-tax
salary. In addition, the Company makes matching contributions on behalf of each
participant equal to 50% of the first 4% of each participant's contribution to
the Plan.
Vesting, Withdrawals and Distributions
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in any Employer contributions plus actual earnings thereon is
based on years of continuous service. A participant vests 20% in Employer
contributions after two years of service and an additional 20% each year
thereafter until they are 100% vested after six years of service. Any
forfeitures are used to reduce Company matching contributions. Upon retirement,
death, disability or termination of employment, the vested balance in the
participant's account is payable to the participant or designated beneficiary as
a lump sum.
Loans to Participants
Participants are permitted to borrow, under the loan provisions of the Plan, not
less than $1,000 up to a maximum of the lesser of $50,000 or 50% of the
participant's vested account balance. Effective August 1, 1998 participants may
have up to two loans
12
<PAGE>
Friedman's Inc. Retirement Savings Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Loans to Participants (continued)
outstanding which must be repaid within five years unless the loan is for the
purchase of a primary residence, in which case the loan must be repaid within
ten years. Borrowings are reflected as loans to participants and bear interest
at the prime rate plus 2% in effect at the beginning of the month in which the
loan originated.
Participant Accounts
Each participant's account is credited with the participant's contributions, the
appropriate portion of the Employer's contributions and an allocation of Plan
earnings. The benefit to which a participant is entitled is the benefit that can
be provided from the participant's account. Participant contributions and the
related investment income are at all times 100% vested and nonforfeitable.
Participants become vested in Employer contributions and actual earnings thereon
according to the vesting schedule described above.
Plan Termination
Although it has not expressed any intent to do so, the Employer has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of termination, the total
amount in each participant's account will be distributed to the participant or
continue to be held in trust for his or her benefit.
3. Investments
Effective October 10, 1997, the Company instructed the Trustee of the Plan to
freeze all activity in any investment alternatives which include the Company's
Class A common stock. Such investment alternatives are subject to prior
registration of the Plan interest in the Company's Class A common stock with the
Securities and Exchange Commission, which registration had not, as of October
10, 1997, been completed. The Company made a recision offer to all participants
who invested in the Company's Class A common stock in November 1997. On November
26, 1997, the Plan sold all investments in the common stock. During April 1998,
the Company offered each participant who invested in the Company's Class A
common stock an amount equal to the return they would have earned
13
<PAGE>
Friedman's Inc. Retirement Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
on the best performing investment alternative in the Plan, less any amounts
received from the liquidation of the Company's Class A common stock. The
additional amount was paid by the Company into another investment alternative
offered by the Plan, in accordance with the participant's instruction. The total
amount paid by the Company was $34,270.
On July 1, 1998, the Company registered 100,000 shares of its Class A common
stock with the Securities and Exchange Commission thus allowing the Plan to
provide participants with the option to invest in the Friedman's Inc. Stock Fund
during 1998.
Investments that represent 5 percent or more of the Plan's net assets at
December 31, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
1998 1997
----------------------------------
<S> <C> <C>
Investments at fair value as determined by unitization:
Units in mutual funds:
Evergreen Treasury Money Market Fund, 113,759 and 110,785 units,
respectively $1,548,110 $1,435,667
Fidelity Magellan, 3,104 and 3,059 units, respectively 546,362 404,959
Weiss, Peck and Greer Tomorrow Medium-Term Fund, 27,638 and
23,681 units, respectively 311,314 230,051
Units in collective trust fund:
First Union Enhanced Stock Fund, 4,503 and 3,544 units,
respectively 322,610 197,498
Units in common stock:
Friedman's Inc. Stock Fund, 19,320 and 0 units, respectively 216,003 -
</TABLE>
14
<PAGE>
Friedman's Inc. Retirement Savings Plan
Notes to Financial Statements (continued)
4. Income Tax Status
The Internal Revenue Service ruled September 2, 1997 that the Plan qualifies
under Section 401(a) of the IRC and, therefore, the related trust is exempt from
taxation. Once qualified, the Plan is required to operate in conformity with the
IRC to maintain its qualification. The Plan's Administrative Committee believes
the Plan is being operated in compliance with the applicable requirements of the
IRC and, therefore, believes that the Plan is qualified and the related trust is
tax exempt.
5. Plan Rollovers
In March 1996, the MS Jewelers Limited Partnership Profit Sharing Plan (the
Profit Sharing Plan) was terminated. Participants of the Profit Sharing Plan
were allowed to rollover their investment balances, as well as any outstanding
participant loans into the Plan. Rollover contributions from the Profit Sharing
Plan for 1997 were approximately $1,301,000.
6. Transactions with Parties-in-Interest
At December 31, 1998 and 1997, the Plan held 19,320 and -0- shares of
Friedman's Inc. Common Stock, respectively. The fair value of this stock at
December 31, 1998 and 1997 was $216,003 and $ -0-, respectively.
7. Year 2000 Issue (Unaudited)
The Company has determined that it will be necessary to take certain steps in
order to ensure that the Plan's information systems are prepared to handle year
2000 dates. The Company is taking a two phase approach. The first phase
addresses internal systems that must be modified or replaced to function
properly. Both internal and external resources are being utilized to replace or
modify existing software applications, and test the software and equipment for
the year 2000 modifications. The Company anticipates substantially completing
this phase of the project by late 1999. Costs associated with modifying
software and equipment are not estimated to be significant and will be paid by
the Company.
15
<PAGE>
Friedman's Inc. Retirement Savings Plan
Notes to Financial Statements (continued)
7. Year 2000 Issue (Unaudited) (continued)
For the second phase of the project, Plan management established formal
communications with its third party providers to determine that they have
developed plans to address their own year 2000 problems as they relate to the
Plan's operations. All third party service providers have indicated that they
will become year 2000 compliant during 1999. If modification of data
processing systems of either the Plan, the Company, or its service providers are
not completed timely, the year 2000 problem could have a material impact on the
operations of the Plan. Plan management has not developed a contingency plan,
because they are confident that all systems will be year 2000 ready.
16
<PAGE>
Friedman's Inc. Retirement Savings Plan
EIN: 58-0249470
Plan No.: 002
Line 27(a)--Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
Identity of Issue, Borrower, Current
Lessor, or Similar Party Description of Investment Cost Value
- ----------------------------------------------------------------------------------------------------------
Mutual Funds:
<S> <C> <C> <C>
Evergreen Funds Distributor, Inc. 113,759 units, Treasury Money
Market Fund $1,443,336 $1,548,110
Evergreen Funds Distributor, Inc. 3,077 units, Short-Intermediate
Bond Fund 34,959 37,629
Fidelity Management Trust
Company 3,104 units, Magellan Fund 380,425 546,362
Weiss, Peck and Greer 10,292 units, Tomorrow Short-Term
Investments Retirement Fund 103,850 126,232
Weiss, Peck and Greer Investments 27,638 units, Tomorrow Medium-Term
Retirement Fund 240,766 311,314
Weiss, Peck and Greer Investments 7,389 units, Tomorrow Long-Term
Retirement Fund 62,362 75,415
Collective Trust Fund:
*First Union National Bank 4,503 units, Enhanced Stock Fund 238,316 322,610
Common Stock:
*Friedman's Inc. 19,320 units, Stock Fund 170,418 216,003
----------------------------------
2,674,432 3,183,675
Participant loans Interest rates ranging from
7.75%-8.50%, due no later than
May, 2004 -- 184,918
----------------------------------
$2,674,432 $3,368,593
==================================
</TABLE>
*Indicates a party-in-interest to the Plan.
17
<PAGE>
Friedman's Inc. Retirement Savings Plan
EIN: 58-0249470
Plan No.: 002
Line 27(d)--Schedule of Reportable Transactions
Year ended December 31, 1998
<TABLE>
<CAPTION>
Current Value
of Asset on
Purchase Selling Cost of Transaction Net Gain
Identity of Party Involved Description of Asset Price Price Asset Date (Loss)
- -----------------------------------------------------------------------------------------------------------------------------------
Category (iii)--Series of transaction in excess of 5% of Plan assets:
<S> <C> <C> <C> <C> <C> <C>
Evergreen Funds
Distributor, Inc. Treasury Money Market Fund $585,161 $585,161 $585,161
$543,560 531,101 543,560 $12,459
First Union National
Bank Enhanced Stock Fund 171,697 171,697 171,697
106,721 102,430 106,721 4,291
Fidelity Management
Trust Company Magellan Fund 196,837 196,837 196,837
182,326 170,078 182,326 12,248
Friedman's Inc. Stock Fund 224,080 224,080 224,080
65,545 55,184 65,545 10,361
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during the year
ended December 31, 1998.
Lease expense and expense incurred with transaction are not applicable.
18
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the plan
committee members have duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
RETIREMENT SAVINGS PLAN OF FRIEDMAN'S INC.
By: /s/ Victor M. Suglia
----------------------
Victor M. Suglia
Senior Vice President and Chief Financial
Officer
Date: June 29, 1999
19
