UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 24, 2006
FREDS, INC.
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(Exact Name of Registrant as Specified in Charter)
Commission File Number 001-14565
Tennessee 62-0634010
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
4300 New Getwell Road, Memphis, Tennessee 38118
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(Address of principal executive offices)
(901) 365-8880
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Registrant's telephone number, including area code
Not Applicable
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(Former Name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On May 24, 2006, Fred's, Inc. issued a press release announcing its
financial results for the first quarter ended April 29, 2006. A copy of the
press release is furnished as Exhibit 99.1 to this report and is incorporated
herein by reference. The information in this report, including the exhibit
attached hereto, is furnished pursuant to Item 2.02 and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 Press Release issued by Fred's, Inc., dated May 24, 2006.
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.
FRED'S, INC.
(Registrant)
Date: May 24, 2006 By: /s/ Jerry A. Shore
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Jerry A. Shore
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description of Exhibit(s)
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99.1 Copy of press release issued by Fred's, Inc. on May 24, 2006.