SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 6, 2002 (January 15,
2002)
FRED'S, INC.
(Exact name of registrant as specified in its charter)
Tennessee 00-19288 62-0634010
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(State or other jurisdiction) (Commission file number) (IRS
employer of incorporation) identification No.)
4300 New Getwell Road, Memphis, Tennessee 38118
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (901) 365-8880
Item 5. Other Events.
1. On January 15, 2002, Fred's, Inc. announced a three-for-two stock split to be
effected as a stock dividend. The stock dividend was distributed on February 1,
2002 to shareholders of record on January 25, 2002. Cash was paid in lieu of
fractional shares.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit No. Description
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99.2 Press Release dated January 15, 2002, Fred's three-for-two stock split.
SIGNATURE
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.
Date: March 6, 2002
FRED'S, INC.
By: /s/ Michael J. Hayes
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Michael J. Hayes, Chairman and Chief
Executive Officer
Exhibit Index
Exhibit
Number Description
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99.1 Press release issued by Fred's, Inc. dated January 15, 2002.
Exhibit 99.1
Press Release
[Letterhead]
4300 New Getwell Road, Memphis, Tennessee 38118
Contact: Jerry A. Shore
Executive Vice President and
Chief Financial Officer
(901) 362-3733, Ext. 2217
FRED's declares three-for-two stock split
MEMPHIS, Tenn. (January 15, 2002) - Fred's Inc. (Nasdaq/NM: FRED) today
announced that its Board of Directors has declared a three-for-two stock split
of the Company's common stock, which will be effected as a 50% stock dividend.
The new shares will be distributed on February 1, 2002, to shareholders of
record on January 25, 2002. Cash will be paid in lieu of any fractional shares
that may result from the split.
Commenting on the announcement, Michael J. Hayes, Chief Executive Officer,
said, "We believe this stock split will benefit our shareholders by increasing
the Company's trading activity and liquidity. During the past year, Fred's has
continued to post strong gains in its revenue and earnings, resulting in
substantial appreciation in the Company's share price. The Board's action to
split the Company's shares recognizes these accomplishments and reflects
confidence in management's accelerated growth plans and the future of the
Company."
Fred's Inc. operates 379 discount general merchandise stores, including 26
franchised Fred's stores in the southeastern United States. For more information
about the Company, visit Fred's website at www.fredsinc.com.
Comments in this news release that are not historical facts are
forward-looking statements that involve risks and uncertainties which could
cause actual results to differ materially from those projected in the
forward-looking statements. These risks and uncertainties include, but are not
limited to, general economic trends, changes in consumer demand or purchase
patterns, delays or interruptions in the flow of merchandise between the
Company's distribution center and its stores or between the Company's suppliers
and same, a disruption in the Company's data processing services, costs and
delays in acquiring or developing new store sites, and other contingencies
discussed in the Company's Securities and Exchange Commission filings. Fred's
undertakes no obligation to release revisions to these forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unforeseen events, except as required to be reported
under the rules and regulations of the Securities and Exchange Commission.
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