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): June 5, 2003 (June 4, 2003)
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 June 5, 2003, Fred's, Inc. announced a three-for-two stock split to be
effected as a stock dividend. The stock dividend was distributed on July 1, 2003
to shareholders of record on June 16, 2003. 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.
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: June 5, 2003
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 June 5, 2003.
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. (June 5, 2003) - 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 July 1, 2003, to shareholders of record on
June 16, 2003. Cash will be paid in lieu of any fractional shares that may
result from the split
Commenting on the announcement, Michael L Hayes, Chief Executive Officer,
said, `We believe this stock split -- our third in the past two years -- 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 Fred's accelerated growth plans and
the future ofthe Company."
Fred's Inc. operates 481 discount general merchandise stores mainly in the
southeastern United States, including 26 franchised Fred's stores. For more
information about the Company, visit Fred's website at www.fredsinc.com.
Comments in this news release that are not historica1 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 centers and it's 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-lookng 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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