UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[GRAPHIC OMITTED]
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): August 26, 2004
FRED'S, INC.
(Exact Name of Registrant as Specified in Charter)
Commission File Number 00-19288
Tennessee 62-0634010
(State or other jurisdiction (I. R. S. Employer
of incorporation or organization) Identification No.)
4300 New Getwell Road, Memphis, TN 38118
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(901) 365-8880
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
Exhibit
Number Description
------------- --------------------------------------------------------
99.1 Press release issued by Fred's, Inc., dated
August 26, 2004
Item 2.02. Results of Operations and Financial Condition.
On August 26, 2004, Fred's Inc. issued a press release announcing, among
other things, its quarterly earnings results for its second quarter ended July
31, 2004. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
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 thereunto duly authorized.
FRED'S, INC.
(Registrant)
By: /s/ Jerry A. Shore
--------------------------------
Jerry A. Shore,
Executive Vice President and
Chief Financial Officer
August 26, 2004
INDEX TO EXHIBITS
Exhibit
Number Description
--------------- ---------------------------------------------------------------
99.1 Press release issued by Fred's, Inc., dated August 26, 2004