UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER:
00-19288
CUSIP NUMBER:
356108100
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form N-SAR
For Period Ended: January 29, 2005
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full Name of registrant: FRED'S INC.
Former Name if applicable: N/A
Address of principal executive office: 4300 New Getwell Road
City, state and zip code: Memphis, Tennessee 38118
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
|X| (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report on Form 10-Q, or portion thereof, will be
filed on or before the fifth calendar day following the
prescribed due date; and
|_| (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
As with many other companies in the retail industry, Fred's Inc. (the "Company")
is unable, without unreasonable effort and expense, to file its Annual Report on
Form 10-K for the fiscal year ended January 29, 2005 on a timely basis because,
after consultation with its audit committee and its current and previous
independent registered public accounting firms, the Registrant requires more
time to incorporate the views expressed by the Office of the Chief Accountant of
the Securities and Exchange Commission ("SEC") on February 7, 2005, in a letter
to the American Institute of Certified Public Accountants regarding certain
operating lease accounting issues and their application under generally accepted
accounting principles. In addition, as a result of our evaluation of internal
control over financial reporting at January 29, 2005, the Company feels that
material weaknesses related to lease accounting and the closing process exist.
The Company presently expects to file its Form 10-K no later than April 29,
2005.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Jerry A. Shore (901) 238-2217
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? |X| Yes |_| No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
As discussed above under Part III, the Company is making adjustments to its
historical accounting for leases that will result in a restatement of prior
period financial statements. Although the restatement has not yet been
finalized and audited, the Company currently believes that the impact on
the earnings of 2004, 2003, and 2002 will be approximately $0.02 to $0.03
reduction per share each year. Additionally, the balance sheet will include
adjustments to net property and equipment, other current and non-current
liabilities, and retained earnings. Accordingly, such previously filed
annual and quarterly financial statements and the related independent
auditors' reports should no longer be relied upon.
SIGNATURE
Fred's Inc. has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 14, 2005
By: /s/ Jerry A. Shore
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Jerry A. Shore
Executive Vice President and Chief
Financial Officer
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