FRED / Fred's, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Fred's, Inc.
US ˙ NASDAQ ˙ US3561081007
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CIK 724571
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Fred's, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
June 22, 2020 EX-99.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) FRED’S, INC., et al.,1 ) Case No. 19-11984 (CSS) ) Debtors. ) Jointly Administered ) ) Re: D.I. 1162 NOTICE OF CONFIRMATION AND OCCURRENCE OF EFFECTIVE DATE OF

EX-99.1 Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) FRED’S, INC., et al.,1 ) Case No. 19-11984 (CSS) ) Debtors. ) Jointly Administered ) ) Re: D.I. 1162 NOTICE OF CONFIRMATION AND OCCURRENCE OF EFFECTIVE DATE OF (I) MODIFIED AMENDED JOINT CHAPTER 11 PLAN OF FRED’S, INC. AND THE DEBTOR AFFILIATES SET FORTH HEREIN; AND (II) BAR DATES FOR CE

June 22, 2020 8-K

Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Bankruptcy or Receivership

8-K 1 d935168d8k.htm 8-K UNITED STATES 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 19, 2020 (June 19, 2020) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or

June 22, 2020 15-12B

- 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-14565 FRED’S, INC. (Exact name of registrant as specified in its

June 19, 2020 POS AM

- POS AM

POS AM As filed with the Securities and Exchange Commission on June 19, 2020 Registration No.

June 19, 2020 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 19, 2020 Registration No.

June 19, 2020 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 19, 2020 Registration No.

June 19, 2020 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 19, 2020 Registration No.

June 19, 2020 POS AM

- POS AM

POS AM As filed with the Securities and Exchange Commission on June 19, 2020 Registration No.

June 19, 2020 POS AM

- POS AM

POS AM As filed with the Securities and Exchange Commission on June 19, 2020 Registration No.

June 19, 2020 POS AM

- POS AM

POS AM As filed with the Securities and Exchange Commission on June 19, 2020 Registration No.

June 10, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Bankruptcy or Receivership

8-K UNITED STATES 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 10, 2020 (June 4, 2020) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdiction of

June 10, 2020 EX-2.1

Modified Amended Joint Chapter 11 Plan for the Debtors.

EX-2.1 Exhibit 2.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) Fred’s, Inc., et al.,1 ) Case No. 19-11984 (CSS) ) Debtors. ) Jointly Administered ) MODIFIED AMENDED JOINT CHAPTER 11 PLAN FOR FRED’S, INC. AND THE DEBTOR AFFILIATES SET FORTH HEREIN Adam L. Shiff (admitted pro hac vice) Derek C. Abbott (No. 3367) Robert M. Novick (admitted pro hac vice)

June 10, 2020 EX-99.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) FRED’S, INC., et al.,1 ) Case No. 19-11984 (CSS) ) Debtors. ) Jointly Administered ) ) Re: D.I. 1152 FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER CONFIRMING

EX-99.1 Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) FRED’S, INC., et al.,1 ) Case No. 19-11984 (CSS) ) Debtors. ) Jointly Administered ) ) Re: D.I. 1152 FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER CONFIRMING THE MODIFIED AMENDED JOINT CHAPTER 11 PLAN FOR FRED’S, INC. AND THE DEBTOR AFFILIATES SET FORTH HEREIN Upon consideration of the

June 2, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES 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 2, 2020 (May 29, 2020) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdiction of I

June 2, 2020 EX-99.1

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: FRED’S, INC., et al. Case No. 19-11984 (CSS) Reporting Period: April 5, 2020 to May 2, 2020 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days af

EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: FRED’S, INC., et al. Case No. 19-11984 (CSS) Reporting Period: April 5, 2020 to May 2, 2020 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month Submit copy of report to any official committee appointed in the case. REQUIRED DOCUMENTS Form No. Document Atta

May 1, 2020 NT 10-K

- NT 10-K

NT 10-K SEC FILE NUMBER 001-14565 CUSIP NUMBER 356108100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 1, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES 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): May 1, 2020 (April 29, 2020) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdiction of

May 1, 2020 EX-99.1

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: FRED’S, INC., et al. Case No. 19-11984 (CSS) Reporting Period: March 1, 2020 to April 4, 2020 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days

EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: FRED’S, INC., et al. Case No. 19-11984 (CSS) Reporting Period: March 1, 2020 to April 4, 2020 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month Submit copy of report to any official committee appointed in the case. REQUIRED DOCUMENTS Form No. Document At

April 7, 2020 EX-99.1

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: FRED’S, INC., et al. Case No. 19-11984 (CSS) Reporting Period: February 2, 2020 to February 29, 2020 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 2

EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: FRED’S, INC., et al. Case No. 19-11984 (CSS) Reporting Period: February 2, 2020 to February 29, 2020 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month Submit copy of report to any official committee appointed in the case. REQUIRED DOCUMENTS Form No. Docu

April 7, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES 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): April 7, 2020 (April 1, 2020) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdiction of

March 11, 2020 EX-99.1

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: FRED’S, INC., et al. Case No. 19-11984 (CSS) Reporting Period: January 5, 2020 to February 1, 2020 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20

EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: FRED’S, INC., et al. Case No. 19-11984 (CSS) Reporting Period: January 5, 2020 to February 1, 2020 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month Submit copy of report to any official committee appointed in the case. REQUIRED DOCUMENTS Form No. Docume

March 11, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES 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 11, 2020 (March 5, 2020) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdiction o

February 10, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES 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): February 10, 2020 (February 4, 2020) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdic

February 10, 2020 EX-99.1

UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: FRED’S, INC., et al. Case No. 19-11984 (CSS) Reporting Period: December 1, 2019 to January 4, 2020 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20

EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: FRED’S, INC., et al. Case No. 19-11984 (CSS) Reporting Period: December 1, 2019 to January 4, 2020 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month Submit copy of report to any official committee appointed in the case. REQUIRED DOCUMENTS Form No. Docume

January 14, 2020 EX-99.1

Case 19-11984-CSS Doc 710 Filed 01/10/20 Page 1 of 12 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: FRED’S, INC., et al. Case No. 19-11984 (CSS) Reporting Period: November 3, 2019 to November 30, 2019 MONTHLY OPERATING REPORT File with C

EX-99.1 Exhibit 99.1 Case 19-11984-CSS Doc 710 Filed 01/10/20 Page 1 of 12 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: FRED’S, INC., et al. Case No. 19-11984 (CSS) Reporting Period: November 3, 2019 to November 30, 2019 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month Submit copy of report to any official committee a

January 14, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K UNITED STATES 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): January 14, 2020 (January 9, 2020) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdicti

December 12, 2019 NT 10-Q

FRED / Fred's, Inc. NT 10-Q - - NT 10-Q

NT 10-Q SEC FILE NUMBER 001-14565 CUSIP NUMBER 356108100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 4, 2019 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES 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): December 4, 2019 (November 15, 2019) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdic

December 4, 2019 EX-99.1

Case 19-11984-CSS Doc 571 Filed 12/03/19 Page 1 of 13 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: FRED’S, INC., et al. Case No. 19-11984 (CSS) Reporting Period: October 6, 2019 to November 2, 2019 MONTHLY OPERATING REPORT File with Cou

EX-99.1 Exhibit 99.1 Case 19-11984-CSS Doc 571 Filed 12/03/19 Page 1 of 13 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: FRED’S, INC., et al. Case No. 19-11984 (CSS) Reporting Period: October 6, 2019 to November 2, 2019 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month Submit copy of report to any official committee app

November 5, 2019 EX-10.1

Purchase and Sale Agreement, dated as of October 8, 2019, between R.A. Wilson Enterprises, LLC and Fred’s Stores of Tennessee, Inc.

EX-10.1 DocuSign Envelope ID: 190D9D78-EA02-4B8F-ADBC-6703FD7559F2 Exhibit 10.1 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of the date the last of Seller or Buyer to this Agreement executes the same (the “Effective Date”), by and between FRED’S STORES OF TENNESSEE, INC., a Delaware corporation (the “Seller”), and R.A. WILSON ENTERPRISES, INC., an Arkan

November 5, 2019 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES 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): November 5, 2019 (October 30, 2019) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdict

November 5, 2019 EX-99.2

Case 19-11984-CSS Doc 412 Filed 10/30/19 Page 1 of 20

EX-99.2 Case 19-11984-CSS Doc 412 Filed 10/30/19 Page 1 of 20 Exhibit 99.2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) FRED’S, INC., et al.,1 ) Case No. 19-11984 (CSS) ) Debtors. ) Jointly Administered ) ) Re: D.I. 112, 117, 225, 233, 286, 204 & 364 ORDER AUTHORIZING SALE OF THE DEBTORS’ DISTRIBUTION CENTER FREE AND CLEAR OF ALL ENCUMBRANCES PURSUANT

November 5, 2019 EX-10.3

Purchase and Sale Agreement, dated as of November 1, 2019, between Perry Ellis International, Inc. and Fred’s Inc.

EX-10.3 DocuSign Envelope ID: 488E3366-4F8B-480D-AC37-056D2486A759 Exhibit 10.3 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of the date the last of Seller or Buyer to this Agreement executes the same (the “Effective Date”), by and between FRED’S INC., a Delaware corporation (the “Seller”), and PERRY ELLIS INTERNATIONAL, INC, a Florida corporation (the “

November 5, 2019 EX-10.2

First Amendment to the Purchase and Sale Agreement, between R.A. Wilson Enterprises, LLC and Fred’s Stores of Tennessee, Inc., dated as of October 29, 2019.

EX-10.2 DocuSign Envelope ID: B47FAA5C-286C-41E2-9D83-2AA3FC404888 Exhibit 10.2 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) is entered by and between R.A. Wilson Enterprises, Inc., an Arkansas corporation (“Buyer”), and Fred’s Stores of Tennessee, Inc., a Delaware corporation (“Seller”). RECITALS A. Seller and Buyer entered into

November 5, 2019 EX-99.1

Case 19-11984-CSS Doc 411 Filed 10/30/19 Page 1 of 16

EX-99.1 Case 19-11984-CSS Doc 411 Filed 10/30/19 Page 1 of 16 Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) FRED’S, INC., et al.,1 ) Case No. 19-11984 (CSS) ) Debtors. ) Jointly Administered ) ) Re: D.I. 112, 117, 225, 233, 286, 204 & 364 ORDER AUTHORIZING SALE OF THE DEBTORS’ STORE PROPERTIES FREE AND CLEAR OF ALL ENCUMBRANCES PURSUANT TO

November 5, 2019 EX-99.3

Case 19-11984-CSS Doc 441 Filed 11/01/19 Page 1 of 14

EX-99.3 Case 19-11984-CSS Doc 441 Filed 11/01/19 Page 1 of 14 Exhibit 99.3 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: FRED’S, INC., et al. Case No. 19-11984 (CSS) Reporting Period: MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month Submit copy of report to any official committee appointed in the case. REQUIRED DOCUMEN

September 13, 2019 8-K

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 8-K UNITED STATES 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): September 13, 2019 (September 9, 2019) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other J

September 13, 2019 EX-10.1

Senior Secured Superpriority Debtor-In-Possession Credit Agreement, dated as of September 11, 2019, by and between Fred’s, Inc., certain subsidiaries, Regions Bank and Bank of America, N.A.

EX-10.1 Exhibit 10.1 POST-PETITION CREDIT AGREEMENT by and among FRED’S, INC. AND ITS SUBSIDIARIES, JOINTLY AND SEVERALLY, as the “Borrowers” and THE FINANCIAL INSTITUTIONS PARTY HERETO FROM TIME TO TIME, as the “Lenders” and REGIONS BANK as the “Administrative Agent” REGIONS BANK and BANK OF AMERICA, N.A., as the “Co-Collateral Agents” and REGIONS CAPITAL MARKETS, a division of Regions Bank, as S

September 13, 2019 NT 10-Q

FRED / Fred's, Inc. NT 10-Q - - FORM NT 10-Q

Form NT 10-Q SEC FILE NUMBER 001-14565 CUSIP NUMBER 356108100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 9, 2019 EX-99.1

FRED’S COMMENCES VOLUNTARY CHAPTER 11 PROCEEDINGS Seeks Court Approval to Enter into $35 Million Proposed Debtor-in-Possession Financing Agreement All Fred’s Locations to Commence Liquidation Sales

EX-99.1 Exhibit 99.1 FRED’S COMMENCES VOLUNTARY CHAPTER 11 PROCEEDINGS Seeks Court Approval to Enter into $35 Million Proposed Debtor-in-Possession Financing Agreement All Fred’s Locations to Commence Liquidation Sales Dallas, Texas, September 9, 2019 (GLOBE NEWSWIRE) — Fred’s, Inc. (NASDAQ:FRED) today announced that the Company has filed for voluntary relief under chapter 11 of the Bankruptcy Cod

September 9, 2019 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Bankruptcy or Receivership

8-K UNITED STATES 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): September 9, 2019 (September 3, 2019) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Tennessee 001-14565 62-0634010 (State or other Jurisdiction of Incorporation)

September 9, 2019 EX-3.2

Amendment to the Amended and Restated By-laws of Fred’s, Inc.

EX-3.2 Exhibit 3.2 AMENDMENT NO. 2 TO THE AMENDED AND RESTATED BYLAWS OF FRED’S, INC. In accordance with the provisions of Paragraph 64 of the Amended and Restated Bylaws (as previously amended, the “Bylaws”) of Fred’s, Inc. (the “Company”), the Company does hereby make and adopt this Amendment No. 2 (this “Amendment”) to the Bylaws: 1. The Bylaws are hereby amended as follows: Paragraph 1 of the

September 9, 2019 EX-3.1

Articles of Amendment to the Restated Charter of Fred’s, Inc.

EX-3.1 Exhibit 3.1 ARTICLES OF AMENDMENT TO THE CHARTER OF FRED’S, INC. In accordance with Sections 48-20-102 and 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment (the “Articles of Amendment”) to its Charter: I. The name of the corporation is FRED’S, INC. II. The text of the amendment is as follows: Article Two of the Chart

August 29, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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): August 29, 2019 (August 23, 2019) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdiction (I

August 2, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 fred-8k20190802.htm 8-K UNITED STATES 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): August 2, 2019 (July 29, 2019) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (Sta

July 15, 2019 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Material Impairments, Costs Associated with Exit or Disposal Activities

8-K 1 fred-8k20190715.htm 8-K UNITED STATES 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): July 15, 2019 (July 12, 2019) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (Stat

July 15, 2019 EX-99.1

FRED’S TO CLOSE AN ADDITIONAL 129 STORES AND HOLD INVENTORY CLEARANCE SALES ACROSS ALL STORES Encourages Customers to Take Advantage of Unique Value-Priced Shopping Opportunities Pharmacies to Remain Open

Exhibit 99.1 FOR IMMEDIATE RELEASE FRED’S TO CLOSE AN ADDITIONAL 129 STORES AND HOLD INVENTORY CLEARANCE SALES ACROSS ALL STORES Encourages Customers to Take Advantage of Unique Value-Priced Shopping Opportunities Pharmacies to Remain Open MEMPHIS, TN, July 12, 2019 – Fred’s, Inc. (NASDAQ: FRED) today announced that it will close an additional 129 retail stores and hold inventory clearance sales a

July 15, 2019 EX-10.1

Third Amendment to Forbearance Agreement and Eleventh Amendment to Credit Agreement, dated as of July 12, 2019, by and among Fred’s, Inc. and certain of its subsidiaries, Regions Bank, in its capacity as administrative agent, co-collateral agent and lender, and Bank of America, N.A., in its capacity as co-collateral agent and lender.

Exhibit 10.1 60426675 THIRD AMENDMENT TO FORBEARANCE AGREEMENT AND ELEVENTH AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO FORBEARANCE AGREEMENT AND ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of July 12, 2019, by and among (A) Fred's, Inc., a Tennessee corporation ("Parent"); (B) the Subsidiaries of Parent identified on the signature pages hereto as Borrowers (eac

July 5, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K UNITED STATES 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): July 5, 2019 (July 1, 2019) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdiction of I

July 5, 2019 EX-10.2

Second Amendment to Forbearance Agreement, Tenth Amendment to Credit Agreement, Fifth Amendment to Amended and Restated Addendum to Credit Agreement and Third Amendment to Security Agreement, dated as of July 1, 2019, by and among Fred’s, Inc. and certain of its subsidiaries, Regions Bank, in its capacity as administrative agent, co-collateral agent and lender, and Bank of America, N.A., in its capacity as co-collateral agent and lender.

EX-10.2 Exhibit 10.2 SECOND AMENDMENT TO FORBEARANCE AGREEMENT, TENTH AMENDMENT TO CREDIT AGREEMENT, FIFTH AMENDMENT TO AMENDED AND RESTATED ADDENDUM TO CREDIT AGREEMENT AND THIRD AMENDMENT TO SECURITY AGREEMENT THIS SECOND AMENDMENT TO FORBEARANCE AGREEMENT, TENTH AMENDMENT TO CREDIT AGREEMENT, FIFTH AMENDMENT TO AMENDED AND RESTATED ADDENDUM TO CREDIT AGREEMENT AND THIRD AMENDMENT TO SECURITY AG

July 5, 2019 EX-10.1

First Amendment to Forbearance Agreement and Ninth Amendment to Credit Agreement, dated as of June 20, 2019, by and among Fred’s, Inc. and certain of its subsidiaries, Regions Bank, in its capacity as administrative agent, co-collateral agent and lender, and Bank of America, N.A., in its capacity as co-collateral agent and lender.

EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND NINTH AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND NINTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of June 20, 2019, by and among (A) Fred’s, Inc., a Tennessee corporation (“Parent”); (B) the Subsidiaries of Parent identified on the signature pages hereto as Borrowers (each of su

June 19, 2019 EX-99.1

FRED’S REPORTS FIRST QUARTER 2019 RESULTS

EX-99.1 2 fred-ex9916.htm EX-99.1 Exhibit 99.1 FRED’S REPORTS FIRST QUARTER 2019 RESULTS MEMPHIS, Tenn. (June 19, 2019) – Fred’s, Inc. (NASDAQ: FRED) reported financial results for the first quarter ended May 4, 2019. Except as otherwise noted, the comparable results from the prior year contained herein have been adjusted for discontinued operations related to the sale of Fred’s specialty pharmacy

June 19, 2019 8-K

Results of Operations and Financial Condition

8-K 1 fred-8k20190619.htm 8-K UNITED STATES 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 19, 2019 (June 19, 2019) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (Stat

June 18, 2019 10-Q

FRED / Fred's, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended May 4, 2019. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-14565 FRED’S, INC. (Exact

June 13, 2019 NT 10-Q

FRED / Fred's, Inc. NT 10-Q - - NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER FORM 12b-25001-14565 NOTIFICATION OF LATE FILING CUSIP NUMBER 356108100 (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: May 4, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition

June 3, 2019 10-K/A

FRED / Fred's, Inc. 10-K/A - Annual Report - 10-K/A

z UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended February 2, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-14565 FRED’

May 16, 2019 EX-99.1

FRED’S TO CLOSE 104 UNDERPERFORMING STORES IN THE SOUTHEAST

Exhibit 99.1 FRED’S TO CLOSE 104 UNDERPERFORMING STORES IN THE SOUTHEAST MEMPHIS, TN, May 16, 2019 – Fred’s, Inc. (NASDAQ: FRED) today announced it will begin to close an additional 104 underperforming stores as part of an ongoing effort to rationalize its store footprint. Fred’s decision to close additional underperforming stores follows a continued evaluation of the Company's store portfolio, in

May 16, 2019 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Material Impairments, Costs Associated with Exit or Disposal Activities

UNITED STATES 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): May 16, 2019 (May 15, 2019) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdiction of Incor

May 16, 2019 EX-10.1

Forbearance Agreement, Eighth Amendment to Credit Agreement and Fourth Amendment to Amended and Restated Addendum to Credit Agreement, dated as of May 15, 2019, by and among Fred’s, Inc. and certain of its subsidiaries, Regions Bank, in its capacity as administrative agent, co-collateral agent and lender, and Bank of America, N.A., in its capacity as co-collateral agent and lender.

Exhibit 10.1 FORBEARANCE AGREEMENT, EIGHTH AMENDMENT TO CREDIT AGREEMENT AND FOURTH AMENDMENT TO AMENDED AND RESTATED ADDENDUM TO CREDIT AGREEMENT THIS FORBEARANCE AGREEMENT, EIGHTH AMENDMENT TO CREDIT AGREEMENT AND FOURTH AMENDMENT TO AMENDED AND RESTATED ADDENDUM TO CREDIT AGREEMENT (this “Agreement”) is made and entered into on May 15, 2019, by and among (A) Fred’s, Inc., a Tennessee corporatio

May 6, 2019 EX-99.1

FRED’S REPORTS FOURTH QUARTER AND FISCAL YEAR 2018 RESULTS

EX-99.1 2 fred-ex9916.htm EX-99.1 Exhibit 99.1 FRED’S REPORTS FOURTH QUARTER AND FISCAL YEAR 2018 RESULTS MEMPHIS, Tenn. (May 6, 2019) – Fred’s, Inc. (NASDAQ: FRED) reported financial results for the fourth quarter and fiscal year ended February 2, 2019. Except as otherwise noted, the results contained herein have been adjusted for discontinued operations related to the sale of Fred’s specialty ph

May 6, 2019 8-K

Results of Operations and Financial Condition

UNITED STATES 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): May 6, 2019 (May 6, 2019) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdiction (I.R.S. Em

May 3, 2019 EX-10.31

Fifth Amendment, dated as of August 22, 2017, to Revolving Loan and Credit Agreement, dated as of April 9, 2015, by and among Fred’s, Inc. and certain of its subsidiaries, Regions Bank, in its capacity as administrative agent, co-collateral agent and lender, and Bank of America, N.A., in its capacity as co-collateral agent and lender.

Exhibit 10.31 FIFTH AMENDMENT TO CREDIT AGREEMENT THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of August 22, 2017, by and among (A) FRED'S, INC., a Tennessee corporation ("Parent"); (B) the Subsidiaries of Parent identified on the signature pages hereto as Borrowers (each of such Subsidiaries, together with Parent, jointly and severally, "Borrowers" and, each, a "Borrowe

May 3, 2019 EX-21.1

Subsidiaries of Fred’s, Inc.

Exhibit 21.1 Fred's, Inc. SUBSIDIARIES OF REGISTRANT Fred’s, Inc. has the following subsidiaries, all of which are 100% owned, directly or indirectly, by Fred’s, Inc.: Name State of Incorporation Fred’s Stores of Tennessee, Inc. Delaware National Equipment Management and Leasing, Inc. Tennessee Reeves-Sain Drug Store, Inc. Tennessee National Pharmaceutical Network, Inc. Florida Summit Properties –

May 3, 2019 EX-4.6

Description of Registrant Securities

EX-4.6 2 fred-ex46869.htm EX-4.6 Exhibit 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES Description of Class A Common Stock Overview As of May 1, 2019, Fred’s, Inc. (the “Company,” “us” or “our”) had 60,000,000 authorized shares of Class A Common Stock, no par value per share (the “Class A Common Stock”), of which 35,128,881 shares are issued and outstanding. Voting Rights Holders of Class A Commo

May 3, 2019 10-K

FRED / Fred's, Inc. 10-K Annual Report 10-K

10-K 1 fred-10k20190202.htm 10-K z UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended February 2, 2019 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

May 3, 2019 EX-10.32

Sixth Amendment, dated as of April 5, 2018, to Revolving Loan and Credit Agreement, dated as of April 9, 2015, by and among Fred’s, Inc. and certain of its subsidiaries, Regions Bank, in its capacity as administrative agent, co-collateral agent and lender, and Bank of America, N.A., in its capacity as co-collateral agent and lender.

Exhibit 10.32 SIXTH AMENDMENT TO CREDIT AGREEMENT and RATIFICATION, REAFFIRMATION AND ASSUMPTION THIS SIXTH AMENDMENT TO CREDIT AGREEMENT AND RATIFICATION, REAFFIRMATION AND ASSUMPTION (this "Amendment") is dated as of April 5, 2018, by and among (A) FRED'S, INC., a Tennessee corporation ("Parent"); (B) the Subsidiaries of Parent identified on the signature pages hereto as Borrowers (each of such

May 3, 2019 EX-10.12

First Amendment, dated as of October 23, 2015, to Revolving Loan and Credit Agreement, dated as of April 9, 2015, by and among Fred’s, Inc. and certain of its subsidiaries, Regions Bank, in its capacity as administrative agent, co-collateral agent and lender, and Bank of America, N.A., in its capacity as co-collateral agent and lender.

Exhibit 10.12 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of September [ ] , 2015 (the “Amendment Date”), by and among (A) FRED’S, INC., a Tennessee corporation (“Parent”); the Subsidiaries of Parent identified on the signature pages hereto as Borrowers (each of such Subsidiaries, together with Parent, jointly and severally, the “Borr

April 18, 2019 NT 10-K

FRED / Fred's, Inc. NT 10-K

NT 10-K 1 s117532nt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER FORM 12b-25 001-14565 NOTIFICATION OF LATE FILING CUSIP NUMBER 356108100 (Check one): ☑ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: February 2, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Tr

April 11, 2019 EX-99.1

FRED’S RETAINS PJ SOLOMON TO EVALUATE STRATEGIC ALTERNATIVES TO MAXIMIZE VALUE COMPANY TO RATIONALIZE STORE FOOTPRINT BY CLOSING UNDERPERFORMING STORES

Exhibit 99.1 FRED’S RETAINS PJ SOLOMON TO EVALUATE STRATEGIC ALTERNATIVES TO MAXIMIZE VALUE COMPANY TO RATIONALIZE STORE FOOTPRINT BY CLOSING UNDERPERFORMING STORES MEMPHIS, TN, April 11, 2019 – Fred’s, Inc. (NASDAQ: FRED) today announced the retention of PJ Solomon to evaluate strategic alternatives to maximize value for all shareholders. The Company also announced that it will begin to close und

April 11, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Material Impairments, Costs Associated with Exit or Disposal Activities, Other Events

UNITED STATES 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): April 11, 2019 (April 5, 2019) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdiction of In

April 5, 2019 8-K

Current Report

8-K 1 s1172858k.htm 8-K UNITED STATES 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): April 5, 2019 (April 1, 2019) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or O

March 25, 2019 8-K

Current Report

UNITED STATES 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 25, 2019 (March 19, 2019) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdiction of I

March 12, 2019 8-K

Current Report

8-K 1 s1166848k.htm FORM 8-K UNITED STATES 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 12, 2019 (March 6, 2019) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (Stat

February 13, 2019 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 jointfilingagreement.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them i

February 13, 2019 SC 13G/A

FRED / Fred's, Inc. / RE ADVISERS CORP - FRED'S 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* FRED'S, INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 356108100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires

February 11, 2019 SC 13G/A

FRED / Fred's, Inc. / VANGUARD GROUP INC Passive Investment

fredsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7 )* Name of issuer: Fred's Inc Title of Class of Securities: Common Stock CUSIP Number: 356108100 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate the

February 8, 2019 SC 13G/A

FRED / Fred's, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11)* FRED'S INC-CLASS A (Name of Issuer) Common Stock (Title of Class of Securities) 356108100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

February 4, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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): February 4, 2019 (January 30, 2019) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdiction

February 4, 2019 EX-99.1

Fred’s, Inc. Announces Appointment of Chief Executive Officer and Other Key Leadership Changes Joe Anto Appointed as CEO Ritwik Chatterjee Appointed as CFO Nathaniel Klein Appointed as COO Mike Ladd Appointed as CSO

EX-99.1 2 s115887ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Fred’s, Inc. Announces Appointment of Chief Executive Officer and Other Key Leadership Changes Joe Anto Appointed as CEO Ritwik Chatterjee Appointed as CFO Nathaniel Klein Appointed as COO Mike Ladd Appointed as CSO MEMPHIS, Tenn.-(BUSINESS WIRE)—February 4, 2019-Fred’s, Inc. (“Fred’s” or “Company”) (NASDAQ:FRED) today announced that its Board

January 30, 2019 8-K

Current Report

UNITED STATES 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): January 30, 2019 (January 30, 2019) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdiction

January 30, 2019 EX-99.1

Fred’s Inc. Announces New Share Repurchase Program

EX-99.1 2 s115658ex99-1.htm EXHIBIT 99-1 Exhibit 99.1 Fred’s Inc. Announces New Share Repurchase Program MEMPHIS, Tenn.-(BUSINESS WIRE)—January 30, 2019-Fred’s, Inc. (“Fred’s” or “Company”) (NASDAQ:FRED) today announced that its board of directors (the “Board”) has approved a new share repurchase program in order to acquire up to 3.5 million shares of the Company’s outstanding Class A voting commo

January 24, 2019 8-K

Other Events

UNITED STATES 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): January 24, 2019 (January 17, 2019) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdiction

December 14, 2018 10-Q/A

FRED / Fred's, Inc. FORM 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended November 3, 2018. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-14

December 13, 2018 8-K/A

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2018 (December 13, 2018) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State

December 13, 2018 EX-99.1

FRED’S REPORTS THIRD QUARTER 2018 RESULTS

Exhibit 99.1 FRED’S REPORTS THIRD QUARTER 2018 RESULTS MEMPHIS, Tenn. (December 13, 2018) – Fred’s, Inc. (NASDAQ: FRED) reported financial results for the third quarter and nine months ended November 3, 2018. Except as otherwise noted, the results contained herein do not include the previously-announced sale of Fred’s specialty pharmacy business or Fred’s previously-announced transaction with Walg

December 13, 2018 EX-99.1

FRED’S REPORTS THIRD QUARTER 2018 RESULTS

Exhibit 99.1 FRED’S REPORTS THIRD QUARTER 2018 RESULTS MEMPHIS, Tenn. (December 13, 2018) – Fred’s, Inc. (NASDAQ: FRED) reported financial results for the third quarter and nine months ended November 3, 2018. Except as otherwise noted, the results contained herein do not include the previously-announced sale of Fred’s specialty pharmacy business or Fred’s previously-announced transaction with Walg

December 13, 2018 8-K

Results of Operations and Financial Condition

UNITED STATES 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): December 13, 2018 (December 13, 2018) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdictio

December 13, 2018 10-Q

FRED / Fred's, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended November 3, 2018. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-14565 FRED’S, INC. (

December 11, 2018 8-K

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

8-K 1 s1146318k.htm 8-K UNITED STATES 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): December 11, 2018 (December 5, 2018) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (Sta

November 27, 2018 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES 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): November 27, 2018 (November 20, 2018) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdictio

November 27, 2018 EX-99.1

FRED'S INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (Dollars in thousands, except per share amounts)

Exhibit 99.1 Unaudited Pro Forma Condensed Consolidated Financial Statements On September 7, 2018, Fred’s Stores of Tennessee, Inc., a Delaware corporation (“Seller”) and wholly owned subsidiary of Fred’s, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Walgreen Co., an Illinois corporation, (“Buyer”). On October 23, 2018, Seller and Buyer enter

November 14, 2018 EX-2.1

Amendment to Asset Purchase Agreement, dated October 23, 2018, by and between Walgreen Co. and Fred’s Stores of Tennessee, Inc.

Exhibit 2.1 Execution Version FIRST AMENDMENT to ASSET PURCHASE AGREEMENT This First Amendment to the Asset Purchase Agreement (this “Amendment”), dated October 23, 2018 (the “Effective Date”), is made by and between Walgreen Co., an Illinois corporation (“Buyer”) and Fred’s Stores of Tennessee, Inc., a Delaware corporation (“Seller”, and together with Buyer, the “Parties”), and amends that certai

November 14, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES 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): November 14, 2018 (November 13, 2018) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdictio

November 9, 2018 SC 13G/A

FRED / Fred's, Inc. / NWQ INVESTMENT MANAGEMENT COMPANY, LLC - FRED'S INC. Passive Investment

SC 13G/A 1 d618437dsc13ga.htm FRED'S INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* Fred’s Inc. (Name of Issuer) Common (Title of Class of Securities) 356108100 (CUSIP Number) October 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

October 31, 2018 SC 13D/A

FRED / Fred's, Inc. / Alden Global Capital LLC Activist Investment

SC 13D/A 1 sc13da70839200610312018.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 7)1 Fred’s, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 356108100 (CUSIP Number) HEATH

October 26, 2018 SC 13D/A

FRED / Fred's, Inc. / Alden Global Capital LLC - AMENDMENT NO. 6 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da60839200610262018.htm AMENDMENT NO. 6 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 6)1 Fred’s, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securi

October 22, 2018 SC 13D/A

FRED / Fred's, Inc. / Alden Global Capital LLC - AMENDMENT NO. 5 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 5)1 Fred’s, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 356108100 (CUSIP Number) HEATH FREEMAN ALDEN GLOBAL CAPITAL LLC 885 T

October 22, 2018 SC 13D/A

FRED / Fred's, Inc. / Alden Global Capital LLC - EX. 99.1 - PURCHASE PLAN, DATED OCTOBER 22, 2018 Activist Investment

begin 644 ex991to13da508392006102218.pdf M)5!$1BTQ+C4*)>+CS],*-B P(&]B:@H\/" *(" @+U1Y<&4@+UA/8FIE8W0* M(" @+U-U8G1Y<&4@+TEM86=E"B @("]":71S4&5R0V]M<&]N96YT(#@*(" @ M+U=I9'1H(#$V-C4*(" @+TAE:6=H=" R,#D*(" @+T-O;&]R4W!A8V4@+T1E M=FEC95)'0@H@(" O1FEL=&5R("]$0U1$96-O9&4*(" @+TQE;F=T:" V-3(V M"CX^"G-T+BXN+BXN+BXN+BXN+BXN+BXN M+BXN+BXN+BXN+BXN+BXN+BXN+BXN+BXN+BXN+BXN+B[P 1" #1!H$# 2( M A$! Q$!\0 'P 04!

October 19, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES 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): October 19, 2018 (October 15, 2018) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdiction

October 19, 2018 EX-10.1

Third Amendment to Amended and Restated Addendum to Credit Agreement, dated as of October 15, 2018, by and among Fred’s, Inc. and certain of its subsidiaries, Regions Bank, in its capacity as administrative agent, co-collateral agent and lender, and Bank of America, N.A., in its capacity as co-collateral agent and lender.

Exhibit 10.1 October 15, 2018 Fred’s, Inc. 4300 New Getwell Road Memphis, Tennessee 38116 Attention: Chief Financial Officer RE: Third Amendment to Amended and Restated Addendum to Credit Agreement Ladies and Gentlemen: Reference is made to (i) that certain Credit Agreement dated as of April 9, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”

October 19, 2018 SC 13D/A

FRED / Fred's, Inc. / Alden Global Capital LLC - AMENDMENT NO. 4 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da40839200610192018.htm AMENDMENT NO. 4 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 Fred’s, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securi

October 12, 2018 SC 13D/A

FRED / Fred's, Inc. / Alden Global Capital LLC - AMENDMENT NO. 3 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da30839200610122018.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 Fred’s, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securi

October 11, 2018 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES 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): October 10, 2018 Commission File Number: 001-14565 Fred’s, Inc. (Exact name of registrant as specified in charter) Tennessee 62-0634010 (State or other jurisdiction (IRS Employer of i

October 11, 2018 EX-10.1

Amendment to Cooperation Agreement, dated as of August 11, 2017, by and among Fred’s, Inc., Alden Global Capital LLC, Strategic Investment Opportunities LLC and Heath B. Freeman.

Exhibit 10.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED COOPERATION AGREEMENT This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED COOPERATION AGREEMENT (this “Amendment”) is dated as of October 10, 2018 (the “Effective Date”) and amends the Cooperation Agreement, dated as of August 11, 2017 (the “Cooperation Agreement”), by and among Fred’s, Inc., a Tennessee corporation (the “Company”), on the one hand

October 11, 2018 EX-99.1

Fred’s, Inc. Announces Extension of Cooperation Agreement with Alden Global Capital LLC Extension Accompanied by Consent for Alden to Purchase Additional Shares

Exhibit 99.1 Fred’s, Inc. Announces Extension of Cooperation Agreement with Alden Global Capital LLC Extension Accompanied by Consent for Alden to Purchase Additional Shares MEMPHIS, Tenn.-(BUSINESS WIRE)—October 10, 2018-Fred’s, Inc.(“Fred’s” or the “Company”) (NASDAQ:FRED) today announced that the Company has reached an agreement to extend the cooperation agreement Fred’s had previously entered

September 18, 2018 EX-4

Separation Agreement and General Release, effective July 26, 2018, between Greg Froton and Fred’s, Inc.

Exhibit 10.4 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (this “Agreement”) is entered into by and between Fred’s Inc. (the “Company”) and Greg Froton (“Executive,” and, together with the Company, the “Parties”). 1. The Parties acknowledge and agree that Executive’s last day of employment with the Company will be July 19, 2018 (the “Separation Date”). Eff

September 18, 2018 10-Q

FRED / Fred's, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended August 4, 2018. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-14565 FRED’S, INC. (Ex

September 13, 2018 NT 10-Q

FRED / Fred's, Inc. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER FORM 12b-25 001-14565 NOTIFICATION OF LATE FILING CUSIP NUMBER 356108100 (Check one): o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q £ Form 10-D o Form N-SAR o Form N-CSR For Period Ended: August 4, 2018 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transi

September 13, 2018 EX-99.1

FRED’S REPORTS SECOND QUARTER 2018 RESULTS

EX-99.1 2 s112672ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FRED’S REPORTS SECOND QUARTER 2018 RESULTS MEMPHIS, Tenn. (September 13, 2018) – Fred’s, Inc. (NASDAQ: FRED) reported financial results for the second quarter and six months ended August 4, 2018. Second Quarter Fiscal 2018 vs. Second Quarter Fiscal 2017 ● Net sales down 4.3% to $419.7 million in Q2 2018 versus $438.5 million in Q2 2017. ● Compa

September 13, 2018 8-K

Results of Operations and Financial Condition

UNITED STATES 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): September 13, 2018 (September 13, 2018) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdict

September 10, 2018 EX-99.1

ENDS

Exhibit 99.1 Walgreens to Purchase Pharmacy Files of 185 Fred’s Pharmacies across Southeastern U.S. DEERFIELD, Ill. and MEMPHIS, Tenn. September 10, 2018 – Walgreens and Fred’s, Inc. (Nasdaq: FRED) today announced they have entered into a definitive asset purchase agreement, pursuant to which Walgreens will acquire pharmacy patient prescription files and related pharmacy inventory of 185 Fred’s st

September 10, 2018 EX-2.1

Asset Purchase Agreement, dated September 7, 2018, by and between Walgreen Co. and Fred’s Stores of Tennessee, Inc.

Exhibit 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT by and between WALGREEN CO. and FRED’S STORES OF TENNESSEE, INC. Dated as of September 7, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE OF ASSETS 8 Section 2.1 Purchase and Sale of Assets 8 Section 2.2 Purchase Price. 10 Section 2.3 Closing 12 Section 2.4 Deliveries at the Closings 13 Section 2.5 Allocation o

September 10, 2018 8-K

Regulation FD Disclosure

UNITED STATES 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): September 10, 2018 (September 7, 2018) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdicti

August 29, 2018 EX-10.1

Seventh Amendment to Credit Agreement, Second Amendment to Amended and Restated Addendum to Credit Agreement and Second Amendment to Security Agreement, dated as of August 23, 2018, by and among Fred’s, Inc. and certain of its subsidiaries, Regions Bank, in its capacity as administrative agent, co-collateral agent and lender, and Bank of America, N.A., in its capacity as co-collateral agent and lender.

EX-10.1 2 s112362ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SEVENTH AMENDMENT TO CREDIT AGREEMENT, SECOND AMENDMENT TO AMENDED AND RESTATED ADDENDUM TO CREDIT AGREEMENT, SECOND AMENDMENT TO SECURITY AGREEMENT, AND RATIFICATION, REAFFIRMATION AND ASSUMPTION THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT, SECOND AMENDMENT TO AMENDED AND RESTATED ADDENDUM TO CREDIT AGREEMENT, SECOND AMENDMENT TO SECURITY AGREE

August 29, 2018 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES 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): August 29, 2018 (August 23, 2018) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdiction of

June 26, 2018 8-K

Current Report

8-K 1 s1110128k.htm 8-K UNITED STATES 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 26, 2018 (June 25, 2018) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or O

June 25, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 s1109918k.htm 8-K UNITED STATES 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 25, 2018 (June 19, 2018) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or o

June 14, 2018 DEF 14A

FRED / Fred's, Inc. DEF 14A

DEF 14A 1 fp0034009def14a.htm united States Securities and Exchange Commission Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act Of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the

June 14, 2018 8-K

Results of Operations and Financial Condition

8-K 1 s1108328k.htm 8-K UNITED STATES 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 14, 2018 (June 14, 2018) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or O

June 14, 2018 EX-99.1

FRED’S REPORTS FIRST QUARTER 2018 RESULTS

EX-99.1 2 s110832ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FRED’S REPORTS FIRST QUARTER 2018 RESULTS MEMPHIS, Tenn. (June 14, 2018) – Fred’s, Inc. (NASDAQ: FRED) reported financial results for the first quarter ended May 5, 2018. Fred’s Interim CEO and CFO, Joe Anto stated “We are rapidly making progress on our two main goals of eliminating our debt balance and returning to significant profitability by

June 14, 2018 10-Q

FRED / Fred's, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended May 5, 2018. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-14565 FRED’S, INC. (Exact

June 11, 2018 SC 13G/A

FRED / Fred's, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8 )* Fred's, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 356108100 (CUSIP Number) May 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

June 4, 2018 PRE 14A

FRED / Fred's, Inc. PRE 14A

PRE 14A 1 fp0033832pre14a.htm united States Securities and Exchange Commission Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act Of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the

June 4, 2018 EX-2.1

Asset Purchase Agreement, dated May 4, 2018, by and among Advanced Care Scripts, Inc., Fred’s Stores of Tennessee, Inc., Fred’s, Inc., National Pharmaceutical Network, Inc., and Reeves-Sain Drug Store, Inc. d/b/a EntrustRX

Exhibit 2.1 Execution Version ASSET PURCHASE AGREEMENT DATED AS OF MAY 4, 2018 BY AND AMONG ADVANCED CARE SCRIPTS, INC., FRED’S STORES OF TENNESSEE, INC., FRED’S, INC., NATIONAL PHARMACEUTICAL NETWORK, INC., AND REEVES-SAIN DRUG STORE, INC. D/B/A ENTRUSTRX ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT, dated as of May 4, 2018 (this “Agreement”), is made and entered into by and among Advan

June 4, 2018 EX-99.1

FRED’S COMPLETES SALE OF SPECIALTY PHARMACY UNIT

Exhibit 99.1 FRED’S COMPLETES SALE OF SPECIALTY PHARMACY UNIT MEMPHIS, Tenn. (June 4, 2018) – Fred’s, Inc. (NASDAQ: FRED) has closed the previously announced sale of certain assets of EntrustRx, its specialty pharmacy unit, to a subsidiary of CVS Health Corporation. The aggregate consideration paid was $40.0 million, plus an amount equal to the value of inventory of EntrustRx. Commenting on the sa

June 4, 2018 8-K

Regulation FD Disclosure

UNITED STATES 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 4, 2018 (June 1, 2018) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdiction (I.R.S.

May 22, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES 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): May 22, 2018 (May 16, 2018) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Tennessee 001-14565 62-0634010 (State or other Jurisdiction of Incorporation) (Commission F

May 22, 2018 EX-99.1

Fred’s, Inc. Announces Appointment of Dana Goldsmith Needleman and Thomas Zacharias to its Board of Directors

EX-99.1 2 s110378ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Fred’s, Inc. Announces Appointment of Dana Goldsmith Needleman and Thomas Zacharias to its Board of Directors May 22, 2018 05:30 PM Eastern Standard Time MEMPHIS, Tenn.-(BUSINESS WIRE)-Fred’s Inc. (“Fred’s” or “Company”) (NASDAQ:FRED) today announced that Dana Goldsmith Needleman and Thomas Zacharias have been appointed to the Company’s Board o

May 11, 2018 8-K

Regulation FD Disclosure

8-K 1 s1101218k.htm 8-K UNITED STATES 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): May 11, 2018 (May 7, 2018) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Othe

May 11, 2018 EX-99.1

FRED’S REACHES DEFINITIVE AGREEMENT TO SELL SPECIALTY PHARMACY UNIT CVS to Acquire EntrustRX for $40.0 million Plus Inventory Value

EX-99.1 2 s110121ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FRED’S REACHES DEFINITIVE AGREEMENT TO SELL SPECIALTY PHARMACY UNIT CVS to Acquire EntrustRX for $40.0 million Plus Inventory Value MEMPHIS, Tenn. (May 7, 2018) – Fred's, Inc. (NASDAQ: FRED) announced that it has reached a definitive agreement to sell certain assets of EntrustRx, its specialty pharmacy unit, to a subsidiary of CVS Health Corpor

May 4, 2018 EX-99.1

FRED’S REPORTS FOURTH QUARTER AND FISCAL YEAR 2017 RESULTS Management Expects Turnaround Plan to Generate Significant Positive EBITDA and Free Cash Flow by Q4 of 2018

EX-99.1 2 s109979ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 For Immediate Release FRED’S REPORTS FOURTH QUARTER AND FISCAL YEAR 2017 RESULTS Management Expects Turnaround Plan to Generate Significant Positive EBITDA and Free Cash Flow by Q4 of 2018 MEMPHIS, Tenn. (May 4, 2018) – Fred’s, Inc. (NASDAQ: FRED) reported financial results for the fourth quarter and fiscal year ended February 3, 2018. Commenti

May 4, 2018 8-K

Results of Operations and Financial Condition

8-K 1 s1099798k.htm 8-K UNITED STATES 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): May 4, 2018 (May 4, 2018) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other

May 4, 2018 EX-10.23

Consulting Agreement, effective on March 6, 2018 between Fred’s Inc. and Lilia Lauren.

EX-10.23 2 s109626ex10-23.htm EXHIBIT 10.23 Exhibit 10.23 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made effective as of March 6, 2018 (the “Effective Date”), by and between the undersigned individual (“Consultant”) and Fred’s, Inc., a Tennessee corporation, for and on behalf of itself and its affiliates (collectively “Fred’s”). WHEREAS, Consultant is a current employee o

May 4, 2018 10-K

FRED / Fred's, Inc. FORM 10-K (Annual Report)

10-K 1 s10962610k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended February 3, 2018 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-1

May 4, 2018 EX-21

Subsidiaries of Fred’s, Inc.

Exhibit 21.1 Fred's, Inc. SUBSIDIARIES OF REGISTRANT Fred’s, Inc. has the following subsidiaries, all of which are 100% owned: Name State of Incorporation Fred’s Stores of Tennessee, Inc. Delaware National Equipment Management and Leasing, Inc. Tennessee Dublin Aviation, Inc. Tennessee Reeves-Sain Drug Store, Inc. Tennessee AFAE, LLC Delaware

May 3, 2018 EX-10.2

Separation Agreement and General Release, dated May 3, 2018, between Mary Louise Gardner and the Company

Exhibit 10.2 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (this “Agreement”) is entered into by and between Fred’s, Inc. (the “Company”) and Mary Louise Gardner (“Executive,” and, together with the Company, the “Parties”). 1. The Parties acknowledge and agree that Executive’s last day of employment with the Company will be May 27, 2018 (the “Separation Dat

May 3, 2018 EX-10.1

Separation Agreement and General Release, dated May 3, 2018, between Timothy Liebmann and the Company

Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (this “Agreement”) is entered into by and between Fred’s, Inc. (the “Company”) and Timothy Liebmann (“Executive,” and, together with the Company, the “Parties”). 1. The Parties acknowledge and agree that Executive’s last day of employment with the Company will be May 27, 2018 (the “Separation Date”)

May 3, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES 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): May 3, 2018 (April 27, 2018) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdiction of Inco

April 27, 2018 8-K

Financial Statements and Exhibits

UNITED STATES 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): April 27, 2018 (April 24, 2018) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdiction of I

April 27, 2018 EX-99.1

Fred’s, Inc. Appoints Joseph Anto Interim Chief Executive Officer

EX-99.1 3 s109838ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Fred’s, Inc. Appoints Joseph Anto Interim Chief Executive Officer MEMPHIS, Tenn. (April 27, 2018)— Fred’s Inc. (“Fred’s” or “Company”) (NASDAQ:FRED) today announced the resignation of Chief Executive Officer Michael K. Bloom, effective as of April 24, 2018, to pursue other opportunities. Joseph Anto, the Company’s current Executive Vice Preside

April 27, 2018 EX-10.1

Separation Agreement and General Release, effective April 24, 2018, between Fred’s Inc. and Michael K. Bloom

EX-10.1 2 s109838ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (this “Agreement”) is entered into by and between Fred’s Inc. (the “Company”) and Michael Bloom (“Executive,” and, together with the Company, the “Parties”). 1. The Parties acknowledge and agree that Executive’s last day of employment with the Company will be

April 20, 2018 8-K

Current Report

8-K 1 s1097318k.htm 8-K UNITED STATES 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): April 20, 2018 (April 19, 2018) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or

April 17, 2018 NT 10-K

FRED / Fred's, Inc. NT 10-K

NT 10-K 1 s109698nt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-14565 NOTIFICATION OF LATE FILING CUSIP NUMBER 356108100 (Check one): x Form 10-K o Form 20-F o Form 11 -K o Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR For Period Ended: February 3, 2018 o Transition Report on Form 10-K o Transition Report on Form 20-F o T

March 29, 2018 CORRESP

FRED / Fred's, Inc. CORRESP

FRED’S INC. 4300 New Getwell Rd Memphis, Tennessee 38118 March 29, 2018 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attn: William H. Thompson Branch Chief Re: Fred’s, Inc. Form 10-K for Fiscal Year Ended January 28, 2017 Response dated March 12, 2018 File No. 1-14565 Dear Mr. Thompson: Set forth below are the responses to the c

March 12, 2018 CORRESP

FRED / Fred's, Inc. CORRESP

FRED’S INC. 4300 New Getwell Rd Memphis, Tennessee 38118 March 12, 2018 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attn: William H. Thompson Branch Chief Re: Fred’s, Inc. Form 10-K for Fiscal Year Ended January 28, 2017 Filed April 13, 2017 Form 10-Q for Fiscal Quarter Ended October 28, 2017 Filed December 7, 2017 Definitive P

February 27, 2018 8-K

Regulation FD Disclosure

8-K 1 a51765466.htm FRED'S, INC. 8-K UNITED STATES 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): February 27, 2018 (February 21, 2018) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 6

February 27, 2018 EX-99.1

Fred’s, Inc. Announces Appointment of Neeli Bendapudi to its Board of Directors

Exhibit 99.1 Fred?s, Inc. Announces Appointment of Neeli Bendapudi to its Board of Directors MEMPHIS, Tenn.-(BUSINESS WIRE)-February 27, 2018-Fred?s Inc. (?Fred?s? or ?Company?) (NASDAQ:FRED) today announced that Neeli Bendapudi has been appointed to the Company?s Board of Directors, effective March 21, 2018. The appointment follows the retirement of Mary McNabb from the Board after nearly 13 year

February 13, 2018 SC 13G/A

FRED / Fred's, Inc. / Adage Capital Partners GP LLC - FRED'S INC. Passive Investment

SC 13G/A 1 p18-0223sc13ga.htm FRED'S INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fred's Inc. (Name of Issuer) Class A Common Stock, no par value (Title of Class of Securities) 356108100 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to d

February 13, 2018 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 jointfilingagreement.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them i

February 13, 2018 SC 13G/A

FRED / Fred's, Inc. / NWQ INVESTMENT MANAGEMENT COMPANY, LLC - FRED'S INC Passive Investment

Fred's Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Fred’s Inc. (Name of Issuer) Common (Title of Class of Securities) 356108100 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

February 13, 2018 SC 13G/A

FRED / Fred's, Inc. / RE ADVISERS CORP - FRED'S 13G Passive Investment

SC 13G/A 1 sc13gfreds.htm FRED'S 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* FRED'S, INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 356108100 (CUSIP Number) December 31

February 9, 2018 8-K

Current Report

8-K 1 a51756589.htm FRED'S, INC. 8-K UNITED STATES 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): February 9, 2018 (February 5, 2018) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-

February 9, 2018 SC 13G/A

FRED / Fred's, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* FRED'S INC-CLASS A (Name of Issuer) Common Stock (Title of Class of Securities) 356108100 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

February 9, 2018 SC 13G/A

FRED / Fred's, Inc. / VANGUARD GROUP INC Passive Investment

fredsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: Fred's Inc Title of Class of Securities: Common Stock CUSIP Number: 356108100 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to designate the

February 8, 2018 SC 13G/A

FRED / Fred's, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* Fred's, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 356108100 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

February 2, 2018 8-K/A

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2018 FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdiction

February 2, 2018 CORRESP

FRED / Fred's, Inc. CORRESP

Fred's, Inc. 4300 New Getwell Road Memphis, Tennessee 38118 February 2, 2018 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549-4561 Attention: Mr. William H. Thompson Branch Chief, Office of Consumer Products Re: Fred's, Inc. Form 10-K for Fiscal Year Ended January 28, 2017 Filed April 13, 2017 Form 10-Q for the Quarterly Period Ended October

February 1, 2018 EX-99.1

Fred’s, Inc. Appoints Joseph Anto Chief Financial Officer Anto Brings Wealth of Financial, Transactional and Business Development Experience

Exhibit 99.1 Fred’s, Inc. Appoints Joseph Anto Chief Financial Officer Anto Brings Wealth of Financial, Transactional and Business Development Experience MEMPHIS, Tenn.-(BUSINESS WIRE)-February 1, 2018-Fred’s Inc. (“Fred’s” or “Company”) (NASDAQ:FRED) today announced the appointment of Joseph Anto as Executive Vice President and Chief Financial Officer, effective immediately. Mr. Anto succeeds Jas

February 1, 2018 8-K

Regulation FD Disclosure

UNITED STATES 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): February 1, 2018 (January 26, 2018) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdiction

December 7, 2017 10-Q

FRED / Fred's, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended October 28, 2017. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-14565 FRED’S, INC. (

December 6, 2017 EX-99.1

Fred’s Inc. Announces the Cancellation of the Dividend, an Update to the Share Repurchase Program and a Review of Alternatives for Certain Non-Core Assets

EX-99.1 2 a51725424ex991.htm EXHIBIT 99.1 Exhibit 99.1 Fred’s Inc. Announces the Cancellation of the Dividend, an Update to the Share Repurchase Program and a Review of Alternatives for Certain Non-Core Assets MEMPHIS, Tenn.-(BUSINESS WIRE)-December 6, 2017-Fred’s, Inc. (“Fred’s” or “Company”) (NASDAQ:FRED) today announced that its board of directors (the “Board”) has cancelled its quarterly cash

December 6, 2017 8-K

Current Report

8-K 1 a51725424.htm FRED'S, INC. 8-K UNITED STATES 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): December 6, 2017 (December 6, 2017) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-

December 6, 2017 8-K

Results of Operations and Financial Condition

8-K 1 a51725420.htm FRED'S, INC. 8-K UNITED STATES 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): December 6, 2017 (December 6, 2017) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-

December 6, 2017 EX-99.1

Fred’s Inc. Reports Third Quarter 2017 Results Accelerating strategic turnaround; focused on driving traffic, reducing SG&A, generating free cash flow and lowering debt

Exhibit 99.1 Fred?s Inc. Reports Third Quarter 2017 Results Accelerating strategic turnaround; focused on driving traffic, reducing SG&A, generating free cash flow and lowering debt MEMPHIS, Tenn.-(BUSINESS WIRE)-December 6, 2017-Fred?s Inc. (?Fred?s? or ?Company?) (NASDAQ:FRED) today reported financial results for the third quarter and nine months ended October 28, 2017. For the third quarter end

September 18, 2017 8-A12B/A

Fred's FRED'S, INC. 8-A12B/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Fred's, Inc. (Exact name of registrant as specified in its charter) Tennessee 62-0634010 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 4300

September 18, 2017 EX-99.1

Fred’s, Inc. Amends Short-Term Shareholder Rights Plan to Protect the Ability to Utilize Net Operating Losses

EX-99.1 3 a51685065ex991.htm EXHIBIT 99.1 Exhibit 99.1 Fred’s, Inc. Amends Short-Term Shareholder Rights Plan to Protect the Ability to Utilize Net Operating Losses MEMPHIS, Tenn.-(BUSINESS WIRE)-September 18, 2017-Fred’s, Inc. (the “Company”) (NASDAQ:FRED) today announced that its Board of Directors (the “Board”) has acted to protect the Company’s valuable net operating loss carryforwards (“NOLs”

September 18, 2017 EX-4.1

Amended and Restated Rights Agreement, dated as of September 18, 2017 between Fred’s, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent.

EX-4.1 2 a51685065ex41.htm EXHIBIT 4.1 Exhibit 4.1 AMENDED & RESTATED RIGHTS AGREEMENT dated as of September 18, 2017 by and between Fred’s, Inc., as the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent TABLE OF CONTENTS Page SECTION 1. Certain Definitions. 1 SECTION 2. Appointment of Rights Agent. 8 SECTION 3. Rights Certificates. 8 SECTION 4. Form of Rights Certificate.

September 18, 2017 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders

UNITED STATES 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): September 18, 2017 FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdiction of Incorporation)

September 7, 2017 8-K

Current Report

UNITED STATES 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): September 7, 2017 (September 1, 2017) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdictio

September 7, 2017 10-Q

FRED / Fred's, Inc. 10-Q (Quarterly Report)

10-Q 1 s10738110q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended July 29, 2017. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number

September 7, 2017 EX-10.3

Second Amended and Restated Commitment Letter, dated June 9, 2017, among Fred’s, Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Regions Bank, Regions Capital Markets, a Division of Regions Bank, and Citizens Bank, N.A.

Exhibit 10.3 [EXECUTION COPY] CONFIDENTIAL BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036 REGIONS BANK, REGIONS CAPITAL MARKETS, A DIVISION OF REGIONS BANK 250 Park Avenue, 6th Floor New York, New York 10177 CITIZENS BANK, N.A. 28 State Street Boston, MA 02109 June 9, 2017 Fred’s, Inc. 4300 New Getwell Road Memphis, Tennessee 38118

September 7, 2017 EX-10.4

Amended and Restated Commitment Letter, dated June 9, 2017, among Fred’s, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, TPG Specialty Lending Inc. and certain of its affiliated funds, certain affiliated funds of Birch Grove Capital LP, Crystal Financial LLC, Gordon Brothers Finance Company, LLC, Pathlight Capital LLC, Silver Point Specialty Credit Fund, L.P., Tennenbaum Capital Partners, LLC, Great American Capital Partners, LLC, certain affiliated funds of Apollo Global Management, certain affiliated funds of Cerberus Business Finance LLC, KKR Credit Advisors US LLC and certain of its affiliates, managed funds and accounts, and White Oak Asset Finance.

Exhibit 10.4 [EXECUTION COPY] CONFIDENTIAL MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036 June 9, 2017 Fred’s, Inc. 4300 New Getwell Road Memphis, Tennessee 38118 Attention: Mr. Rick Hans Executive Vice President and Chief Financial Officer $550,000,000 Senior Secured Term Loan Facility Amended and Restated Commitment Letter Ladies and Gentlemen: Fred’s

September 6, 2017 EX-99.1

Fred’s, Inc. Names Heath Freeman Chairman of the Board Thomas J. Tashjian to Retire After 16 Years of Service

Exhibit 99.1 Fred?s, Inc. Names Heath Freeman Chairman of the Board Thomas J. Tashjian to Retire After 16 Years of Service MEMPHIS, Tenn.-(BUSINESS WIRE)-September 6, 2017-Fred?s, Inc. (?Fred?s? or ?Company?) (NASDAQ:FRED) today announced that it has appointed Heath Freeman Chairman of the Board of Directors, effective immediately. Mr. Freeman succeeds Thomas J. Tashjian, who is retiring from the

September 6, 2017 8-K

Regulation FD Disclosure

UNITED STATES 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): September 6, 2017 (September 5, 2017) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdictio

September 6, 2017 8-K

Results of Operations and Financial Condition

UNITED STATES 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): September 6, 2017 (September 6, 2017) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdictio

September 6, 2017 EX-99.1

Fred’s Pharmacy Reports Second Quarter 2017 Results Continuing to build momentum; improvements in comparable store sales trends and gross margin demonstrate the plan is beginning to work Strategic turnaround underway; focused on reducing SG&A and dri

Exhibit 99.1 Fred?s Pharmacy Reports Second Quarter 2017 Results Continuing to build momentum; improvements in comparable store sales trends and gross margin demonstrate the plan is beginning to work Strategic turnaround underway; focused on reducing SG&A and driving free cash flow MEMPHIS, Tenn.-(BUSINESS WIRE)-September 6, 2017-Fred?s Inc. (NASDAQ:FRED) today reported financial results for the s

August 15, 2017 SC 13D/A

FRED / Fred's, Inc. / Alden Global Capital LLC - AMENDMENT NO. 2 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 Fred’s, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 356108100 (CUSIP Number) Heath freeman alden global capital llc 885 T

August 15, 2017 SC 13D/A

FRED / Fred's, Inc. / Alden Global Capital LLC - AMENDED AND RESTATED COOPERATION AGREEMENT Activist Investment

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August 14, 2017 8-K

Regulation FD Disclosure

UNITED STATES 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): August 14, 2017 (August 11, 2017) FRED?S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdiction (I

August 14, 2017 EX-10.1

Amended and Restated Cooperation Agreement, dated August 11, 2017, among Fred’s, Inc., Alden Global Capital LLC, Strategic Investment Opportunities LLC, and Heath B. Freeman.

Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED COOPERATION AGREEMENT This AMENDED AND RESTATED COOPERATION AGREEMENT (this ? Agreement?) is made and entered into as of August 11, 2017 (the ? Restatement Date?), among Fred?s, Inc., a Tennessee corporation (the ? Company?), on the one hand, and Alden Global Capital LLC, a Delaware limited liability company, Strategic Investment Opportunities LL

August 14, 2017 EX-99.1

Fred’s, Inc. Announces Appointment of Heath Freeman to Board of Directors Brings Deep Retail, Turnaround, and Financial Expertise Adds a Shareholder Perspective to the Board Announces Amended and Restated Cooperation Agreement with Alden Global Capit

EX-99.1 3 a51668147ex991.htm EXHIBIT 99.1 Exhibit 99.1 Fred’s, Inc. Announces Appointment of Heath Freeman to Board of Directors Brings Deep Retail, Turnaround, and Financial Expertise Adds a Shareholder Perspective to the Board Announces Amended and Restated Cooperation Agreement with Alden Global Capital LLC MEMPHIS, Tenn.-(BUSINESS WIRE)-August 14, 2017-Fred’s, Inc.(“Fred’s” or the “Company”) (

August 11, 2017 8-K

Current Report

8-K 1 a51668238.htm FRED'S, INC. 8-K UNITED STATES 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): August 11, 2017 (August 7, 2017) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-063

August 3, 2017 EX-99.1

FOURTH AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO AMENDED AND RESTATED ADDENDUM TO CREDIT AGREEMENT, AND FIRST AMENDMENT TO SECURITY AGREEMENT

Exhibit 10.1 FOURTH AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO AMENDED AND RESTATED ADDENDUM TO CREDIT AGREEMENT, AND FIRST AMENDMENT TO SECURITY AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO AMENDED AND RESTATED ADDENDUM TO CREDIT AGREEMENT, AND FIRST AMENDMENT TO SECURITY AGREEMENT (this " Amendment") is dated as of July 31, 2017, by and among (A) FRED'S, INC., a

August 3, 2017 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 a51621337.htm FRED'S, INC. 8-K UNITED STATES 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): August 3, 2017 (July 31, 2017) FRED’S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-06340

July 26, 2017 8-K

Current Report

UNITED STATES 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): July 26, 2017 (July 21, 2017) FRED?S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdiction (I.R.S

July 19, 2017 424B3

PROSPECTUS 9,275,000 Shares

Filed Pursuant to Rule 424 (b)(3) Registration Statement No. 333-29115 PROSPECTUS 9,275,000 Shares Common Stock This prospectus relates to the resale of up to 9,275,000 shares of our common stock, which may be offered for sale from time to time by the selling shareholder named in this prospectus. We are registering the offer and sale of shares of our common stock owned by the selling shareholder t

July 19, 2017 EX-10.2

Amendment No. 1 to Employment Agreement, dated July 19, 2017, between Fred’s, Inc. and Jason A. Jenne.

EX-10.2 3 a51591349ex102.htm EXHIBIT 10.2 Exhibit 10.2 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of July 17, 2017 (the “Effective Date”), is between FRED’S INC., a Tennessee corporation (the “Company”), and JASON JENNE a resident of the State of Tennessee (“Employee”). W I T N E S S E T H: WHEREAS, the Company and Employee des

July 19, 2017 EX-10.1

Employment Agreement, dated April 10, 2017, between Fred’s, Inc. and Jason A. Jenne.

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?), dated as of April 10, 2017 (the ?Effective Date?), is between Fred?s Inc., a Tennessee corporation (the ?Company?), and Jason Jenne a resident of the State of Tennessee (?Employee?). W I T N E S S E T H: WHEREAS, the Company desires to employ Employee to serve as Senior Vice President of Pharmacy/Finance, and Employee

July 19, 2017 EX-99.1

Fred’s Pharmacy Appoints Jason Jenne Chief Financial Officer Brings to the Role More than Two Decades of Financial, Operating and Business Management Expertise Will Support Fred’s Pharmacy’s Healthcare Transformation

Exhibit 99.1 Fred?s Pharmacy Appoints Jason Jenne Chief Financial Officer Brings to the Role More than Two Decades of Financial, Operating and Business Management Expertise Will Support Fred?s Pharmacy?s Healthcare Transformation MEMPHIS, Tenn.-(BUSINESS WIRE)-July 19, 2017-Fred?s, Inc. (?Fred?s Pharmacy? or the ?Company?) (NASDAQ:FRED) today announced the appointment of Jason Jenne as Executive V

July 19, 2017 8-K

Regulation FD Disclosure

UNITED STATES 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): July 19, 2017 (July 19, 2017) FRED?S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdiction (I.R.S

July 14, 2017 CORRESP

Fred's ESP

FRED'S, INC. 4300 New Getwell Road Memphis, Tennessee 38118 July 14, 2017 VIA EDGAR Mara Ransom Assistant Director Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Fred's, Inc. Registration Statement on Form S-3 filed June 30, 2017 File No. 333-219115 REQUEST FOR ACCELERATION OF EFFECTIVENESS Dear Ms. Ransom: In accordance with Rule 461 under the Securities Act of

June 30, 2017 S-3

Fred's FRED'S INC. FORM S-3

As filed with the Securities and Exchange Commission on June 30, 2017 Registration Statement No.

June 29, 2017 8-K

Fred's FRED'S, INC. 8-K (Current Report/Significant Event)

UNITED STATES 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 29, 2017 (June 29, 2017) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdiction of Inc

June 29, 2017 EX-99.1

Fred’s Pharmacy Comments on Termination of Walgreens-Rite Aid Merger and Related Agreement with Fred’s Termination of asset purchase agreement with Walgreens and Rite Aid has no impact on Fred’s Pharmacy’s transformation Strong team and right strateg

EX-99.1 2 a51582102ex991.htm EXHIBIT 99.1 Exhibit 99.1 Fred’s Pharmacy Comments on Termination of Walgreens-Rite Aid Merger and Related Agreement with Fred’s Termination of asset purchase agreement with Walgreens and Rite Aid has no impact on Fred’s Pharmacy’s transformation Strong team and right strategy in place to drive long-term shareholder value MEMPHIS, Tenn.-(BUSINESS WIRE)-June 29, 2017-Fr

June 28, 2017 EX-4.1

Rights Agreement, dated as of June 27, 2017 between Fred’s, Inc. as the Company, and American Stock Transfer & Trust Company, LLC as Rights Agent.

Exhibit 4.1 RIGHTS AGREEMENT dated as of June 27, 2017 by and between Fred?s, Inc., as the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent TABLE OF CONTENTS Page SECTION 1. Certain Definitions. 1 SECTION 2. Appointment of Rights Agent. 9 SECTION 3. Issue of Rights Certificates. 9 SECTION 4. Form of Rights Certificate. 12 SECTION 5. Countersignature and Registration. 13 SE

June 28, 2017 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders

UNITED STATES 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 28, 2017 (June 27, 2017) FRED?S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdiction of Inc

June 28, 2017 EX-3.1

Articles of Amendment to the Charter of Fred's, Inc.

EX-3.1 2 a51581435ex31.htm EXHIBIT 3.1 Exhibit 3.1 ARTICLES OF AMENDMENT TO THE CHARTER OF FRED’S, INC. (Pursuant to Section 48-20-102 of the Tennessee Business Corporation Act) In accordance with Sections 48-20-102 and 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment (the “Articles of Amendment”) to its Charter: I. The nam

June 28, 2017 EX-99.1

FRED’S PHARMACY UNANIMOUSLY ADOPTS SHORT-TERM SHAREHOLDER RIGHTS PLAN

Exhibit 99.1 FRED’S PHARMACY UNANIMOUSLY ADOPTS SHORT-TERM SHAREHOLDER RIGHTS PLAN MEMPHIS, Tenn. – June 28, 2017— Fred’s, Inc. (“Fred’s Pharmacy” or the “Company”) (NASDAQ: FRED) today announced that its Board of Directors (the “Board”) unanimously adopted a short-term shareholder rights plan (the “Short-Term Rights Plan”), which will expire on September 25, 2017. As a result of the recent increa

June 28, 2017 8-A12B

Fred's FRED'S INC. 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Fred's, Inc. (Exact name of registrant as specified in its charter) Tennessee 62-0634010 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 4300 New Getwell Road Mem

June 23, 2017 S-8

Fred's FRED'S, INC. S-8

S-8 1 a51577027.htm FRED'S, INC. S-8 As filed with the Securities and Exchange Commission on June 23, 2017 Registration No. 333‑ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FRED’S, INC. (Exact Name of Registrant as Specified in Its Charter) Tennessee 62-0634010 (State or Other Jurisdiction of Incorporation

June 16, 2017 EX-3.1

Amendment No. 1 to the Amended and Restated Bylaws of Fred’s Inc.

EX-3.1 2 a51575857ex31.htm EXHIBIT 3.1 Exhibit 3.1 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BYLAWS OF FRED’S, INC. In accordance with the provisions of Paragraph 64 of the Amended and Restated Bylaws (the “Bylaws”) of Fred’s, Inc. (the “Company”), the Company does hereby make and adopt this Amendment No. 1 (this “Amendment”) to the Bylaws: 1. The Bylaws are hereby amended as follows: (a) Paragr

June 16, 2017 EX-10.1

Form of Indemnification Agreement.

EX-10.1 3 a51575857ex101.htm EXHIBIT 10.1 Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS AGREEMENT is made as of , 20, by and among Fred’s, Inc., a Tennessee corporation (the “Company”), and [ ] (the “Indemnitee”), a director of the Company. RECITALS WHEREAS, although the Charter and the Bylaws provide for indemnification of the officers and directors of the Company and the Indemnitee may also be ent

June 16, 2017 8-K

Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders

UNITED STATES 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 16, 2017 (June 15, 2017) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdiction (I.R.S

June 12, 2017 8-K

Current Report

UNITED STATES 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 12, 2017 (June 9, 2017) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdiction (I.R.S.

June 8, 2017 10-Q

FRED / Fred's, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended April 29, 2017. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-14565 FRED'S, INC. (Ex

June 6, 2017 8-K

Fred's FRED'S, INC. 8-K (Current Report/Significant Event)

UNITED STATES 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 6, 2017 (June 6, 2017) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdiction of Incor

June 6, 2017 EX-99.1

Fred’s Pharmacy Reports First Quarter 2017 Results Executing the Fred’s Pharmacy transformation; Total Pharmacy sales comp increased 3.3%, driven by a record sales quarter in Specialty Pharmacy Retail Pharmacy script comps increased 30 basis points G

EX-99.1 2 a51569893ex991.htm EXHIBIT 99.1 Exhibit 99.1 Fred’s Pharmacy Reports First Quarter 2017 Results Executing the Fred’s Pharmacy transformation; Total Pharmacy sales comp increased 3.3%, driven by a record sales quarter in Specialty Pharmacy Retail Pharmacy script comps increased 30 basis points Generic Dispensing Rate increased 100 basis points year-over-year to 89.6% Working collaborative

May 31, 2017 DEFA14A

First Amendment to the Fred’s, Inc. 2017 Long-Term Incentive Plan.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Rule 14a?11(c) or Rule 14a?12 FRED?S, INC.

May 31, 2017 8-A12B/A

Fred's FRED'S, INC. 8-A12B/A

8-A12B/A 1 a51567019.htm FRED'S, INC. 8-A12B/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Fred’s, Inc. (Exact name of registrant as specified in its charter) Tennessee 62-0634010 (State or other jurisdiction of incorpo

May 31, 2017 EX-4.1

Amendment No. 1 to the Rights Agreement, dated as of May 30, 2017, between Fred's, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent

EX-4.1 3 a51567008ex41.htm EXHIBIT 41 Exhibit 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this "Amendment") is dated as of May 30, 2017 (the "Effective Date") and amends the Rights Agreement, dated as of December 26, 2016 (the "Rights Agreement"), by and between Fred's, Inc., a Tennessee corporation (the "Company"), and American Stock Transfer & Trust Comp

May 31, 2017 EX-3.1

Articles of Amendment to the Charter of Fred's, Inc.

EX-3.1 2 a51567008ex31.htm EXHIBIT 3.1 Exhibit 3.1 ARTICLES OF AMENDMENT TO THE CHARTER OF FRED'S, INC. (Pursuant to Section 48-20-102 of the Tennessee Business Corporation Act) In accordance with Sections 48-20-102 and 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment (the "Articles of Amendment") to its Charter: I. The nam

May 31, 2017 8-K

Fred's FRED'S INC. 8-K (Current Report/Significant Event)

UNITED STATES 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): May 31, 2017 (May 30, 2017) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdiction of Incor

May 25, 2017 8-K

Fred's FRED'S, INC. 8-K (Current Report/Significant Event)

UNITED STATES 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): May 25, 2017 (May 24, 2017) FRED?S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdiction of Incor

May 25, 2017 EX-10.1

Registration Rights Agreement, dated May 24, 2017, among Fred’s, Inc., Alden Global Capital LLC and Strategic Investment Opportunities LLC.

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN FRED?S, INC. AND ALDEN GLOBAL CAPITAL LLC AND STRATEGIC INVESTMENT OPPORTUNITIES LLC DATED AS OF May 24, 2017 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 24, 2017 (this ? Agreement?), by and between Alden Global Capital LLC, a Delaware limited liability company, and Strategic Investment Opportunities LL

May 16, 2017 DEF 14A

Fred’s, Inc. 2017 Long-Term Incentive Plan.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 FRED?S, INC.

May 12, 2017 EX-24

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Rick Hans, Ronald T.

May 12, 2017 EX-24

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Rick Hans, Ronald T.

April 25, 2017 EX-99.1

COOPERATION AGREEMENT

EX-99.1 2 ex991to13da108392006042517.htm COOPERATION AGREEMENT Exhibit 99.1 COOPERATION AGREEMENT This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of April 21, 2017, among Fred’s, Inc., a Tennessee corporation (the “Company”), on the one hand, and Alden Global Capital LLC, a Delaware limited liability company, Strategic Investment Opportunities LLC, a Delaware limited liab

April 25, 2017 SC 13D/A

FRED / Fred's, Inc. / Alden Global Capital LLC - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da10839200604252017.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Fred’s, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securi

April 24, 2017 EX-10.1

Cooperation Agreement, dated April 21, 2017, among Fred’s, Inc., Alden Global Capital LLC, Strategic Investment Opportunities LLC, and Heath B. Freeman.

Exhibit 10.1 Execution Version COOPERATION AGREEMENT This COOPERATION AGREEMENT (this ? Agreement?) is made and entered into as of April 21, 2017, among Fred?s, Inc., a Tennessee corporation (the ? Company?), on the one hand, and Alden Global Capital LLC, a Delaware limited liability company, Strategic Investment Opportunities LLC, a Delaware limited liability company, and Heath B. Freeman (collec

April 24, 2017 EX-99.1

Fred’s Pharmacy Appoints Two New Independent Directors Announces Cooperation Agreement with Alden Global Capital, Fred’s Largest Shareholder Fred’s Leadership Team Is Poised to Continue Transforming Company and Maximizing Free Cash Flow Per Share

EX-99.1 3 a51545610ex991.htm EXHIBIT 99.1 Exhibit 99.1 Fred’s Pharmacy Appoints Two New Independent Directors Announces Cooperation Agreement with Alden Global Capital, Fred’s Largest Shareholder Fred’s Leadership Team Is Poised to Continue Transforming Company and Maximizing Free Cash Flow Per Share MEMPHIS, Tenn.-(BUSINESS WIRE)-April 24, 2017-Fred’s, Inc. (“Fred’s Pharmacy” or the “Company”) (N

April 24, 2017 8-K

Regulation FD Disclosure

UNITED STATES 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): April 24, 2017 (April 21, 2017) FRED?S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdiction of I

April 13, 2017 10-K

Fred's 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended January 28, 2017 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-14565 FRED?S, INC. (Exact Name of

April 13, 2017 8-K

Current Report

8-K 1 a51540970.htm FRED'S, INC. 8-K UNITED STATES 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): April 13, 2017 (April 10, 2017) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634

April 13, 2017 EX-2.1

Asset Purchase Agreement, by and between Fred’s, Inc., AFAE, LLC, Rite Aid Corporation and Walgreens Boots Alliance, Inc., dated as of December 19, 2016.

EX-2.1 2 s105810ex2-1.htm EXHIBIT 2-1 Exhibit 2.1 ASSET PURCHASE AGREEMENT BY AND AMONG RITE AID CORPORATION, AFAE, LLC, FRED’S, INC. (solely for the purposes set forth in the Preamble) AND WALGREENS BOOTS ALLIANCE, INC. (solely for the purposes set forth in the Preamble) Dated as of December 19, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01. Certain Defined Terms 1 ARTICLE II P

April 13, 2017 EX-10.12

Commitment Letter, dated as of December 19, 2016, among Fred’s, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, TPG Specialty Lending Inc., Crystal Financial LLC, Gordon Brothers Finance Company, LLC, Pathlight Capital LLC, Tennenbaum Capital Partners, LLC, and Great American Capital Partners, LLC.

Exhibit 10.12 CONFIDENTIAL MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036 December 19, 2016 Fred’s, Inc. 4300 New Getwell Road Memphis, Tennessee 38118 Attention: Mr. Rick Hans Executive Vice President and Chief Financial Officer $600,000,000 Senior Secured Term Loan Facility Commitment Letter Ladies and Gentlemen: Fred’s, Inc. (the “Company”) has advis

April 13, 2017 EX-10.20

Employment Agreement, dated as of April 10, 2017, between Fred’s, Inc. and Timothy A. Liebmann.

Exhibit 10.20 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated as of April 10, 2017 (the “Effective Date”), is between Fred’s Inc., a Tennessee corporation (the “Company”), and Tim Liebmann a resident of the State of Tennessee (“Employee”). WITNESSETH: WHEREAS, the Company desires to employ Employee to serve as Executive Vice President of Health Care and Chief Operating Off

April 13, 2017 EX-10.21

Second Amendment to Management Compensation Agreement, dated as of April 10, 2017, between Fred’s, Inc. and Michael K. Bloom.

Exhibit 10.21 Second Amendment to Management compensation AGREEMENT This Amendment (“Amendment”) is effective as of April 10, 2017 (the “Effective Date”) and intended to amend that certain Management Compensation Agreement dated as of January 12, 2015 (the “Agreement”), between Fred’s, Inc., a Tennessee corporation (the “Company”), and Michael Bloom (“Executive”). WITNESSETH: WHEREAS, Company has

April 13, 2017 EX-10.14

Amended and Restated Commitment Letter, dated as of January 18, 2017, among Fred’s Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Regions Business Capital.

Exhibit 10.14 CONFIDENTIAL BANK OF AMERICA, N.A. REGIONS BUSINESS CITIZENS BANK, N.A. MERRILL LYNCH, PIERCE, CAPITAL, 28 State Street FENNER & SMITH A DIVISION OF REGIONS Boston, MA 02109 INCORPORATED BANK One Bryant Park 250 Park Avenue, 6th Floor New York, New York 10036 New York, New York 10177 January 18, 2017 Fred’s, Inc. 4300 New Getwell Road Memphis, Tennessee 38118 Attention: Mr. Rick Hans

April 13, 2017 EX-10.11

Commitment Letter, dated as of December 19, 2016, among Fred’s Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Regions Business Capital.

Exhibit 10.11 [EXECUTION COPY] CONFIDENTIAL BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036 REGIONS BUSINESS CAPITAL, A DIVISION OF REGIONS BANK 250 Park Avenue, 6th Floor New York, New York 10177 December 19, 2016 Fred’s, Inc. 4300 New Getwell Road Memphis, Tennessee 38118 Attention: Mr. Rick Hans Executive Vice President and Chief

April 13, 2017 EX-10.19

Employment Agreement, dated as of April 10, 2017, between Fred’s, Inc. and Mary Lou Gardner.

EX-10.19 8 s105810ex10-19.htm EXHIBIT 10-19 Exhibit 10.19 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated as of April 10, 2017 (the “Effective Date”), is between Fred’s Inc., a Tennessee corporation (the “Company”), and Mary Lou Gardner a resident of the State of Tennessee (“Employee”). WITNESSETH: WHEREAS, the Company desires to employ Employee to serve as Executive Vice

April 13, 2017 EX-10.17

Employment Agreement, dated as of April 10, 2017, between Fred’s, Inc. and Rick K. Hans.

EX-10.17 6 s105810ex10-17.htm EXHIBIT 10-17 Exhibit 10.17 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated as of April 10, 2017 (the “Effective Date”), is between Fred’s Inc., a Tennessee corporation (the “Company”), and Rick Hans a resident of the State of Tennessee (“Employee”). WITNESSETH: WHEREAS, the Company desires to employ Employee to serve as Executive Vice Preside

April 13, 2017 EX-10.18

Employment Agreement, dated as of April 10, 2017, between Fred’s, Inc. and Craig L. Barnes.

Exhibit 10.18 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated as of April 10, 2017 (the “Effective Date”), is between Fred’s Inc., a Tennessee corporation (the “Company”), and Craig Barnes a resident of the State of Tennessee (“Employee”). WITNESSETH: WHEREAS, the Company desires to employ Employee to serve as Executive Vice President and Chief Operating Officer of Front S

April 13, 2017 EX-21.1

Subsidiaries of Fred’s, Inc.

Exhibit 21.1 Fred's, Inc. SUBSIDIARIES OF REGISTRANT Fred’s, Inc. has the following subsidiaries, all of which are 100% owned: Name State of Incorporation Fred’s Stores of Tennessee, Inc. Tennessee National Equipment Management and Leasing, Inc. Tennessee Dublin Aviation, Inc. Tennessee Reeves-Sain Drug Store, Inc. Tennessee AFAE, LLC Delaware

April 12, 2017 8-K

Current Report

8-K 1 a51540447.htm FRED'S, INC. 8-K UNITED STATES 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): April 12, 2017 (April 12, 2017) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634

April 12, 2017 EX-24

POWER OF ATTORNEY

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Rick Hans, Ronald T.

April 6, 2017 EX-99.1

Fred’s Announces Appointment of Linda Longo-Kazanova to Board of Directors

EX-99.1 2 a51537552ex991.htm EXHIBIT 99.1 Exhibit 99.1 Fred’s Announces Appointment of Linda Longo-Kazanova to Board of Directors MEMPHIS, Tenn.-(BUSINESS WIRE)-April 6, 2017-Fred’s Inc. (“Fred’s Pharmacy” or the “Company”) (NASDAQ:FRED) today announced that it has appointed Linda Longo-Kazanova to its Board of Directors, effective immediately. In connection with today’s announcement, Steven R. Fi

April 6, 2017 8-K

Fred's FRED'S, INC. 8-K (Current Report/Significant Event)

UNITED STATES 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): April 6, 2017 (April 4, 2017) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or other Jurisdiction of Inc

April 6, 2017 8-K

Fred's FRED'S, INC. 8-K (Current Report/Significant Event)

UNITED STATES 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): April 6, 2017 (April 6, 2017) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdiction of Inc

April 6, 2017 EX-99.1

Fred’s Reports Fourth Quarter, Full Fiscal Year 2016 Results and March Sales Strong sequential bottom-line improvement from third quarter 2016; Expect sequential improvement to continue through 2017 Substantial progress in 2016 implementing new healt

Exhibit 99.1 Fred?s Reports Fourth Quarter, Full Fiscal Year 2016 Results and March Sales Strong sequential bottom-line improvement from third quarter 2016; Expect sequential improvement to continue through 2017 Substantial progress in 2016 implementing new healthcare strategy Invested in experienced talent, process, technology and infrastructure to build foundation for long-term growth, profitabi

March 13, 2017 EX-24

POWER OF ATTORNEY

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Rick Hans, Ronald T.

March 13, 2017 EX-24

POWER OF ATTORNEY

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Rick Hans, Ronald T.

March 10, 2017 8-K

Fred's FRED'S, INC. 8-K (Current Report/Significant Event)

UNITED STATES 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 10, 2017 (March 7, 2017) FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 001-14565 Tennessee 62-0634010 (State or Other Jurisdiction of In

March 10, 2017 EX-99.1

Fred’s Pharmacy Announces Appointment of New Directors Two Independent Directors and Chief Executive Officer Michael K. Bloom Appointed

EX-99.1 2 a51523667ex991.htm EXHIBIT 99.1 Exhibit 99.1 Fred’s Pharmacy Announces Appointment of New Directors Two Independent Directors and Chief Executive Officer Michael K. Bloom Appointed MEMPHIS, Tenn.-(BUSINESS WIRE)-March 7, 2017-Fred’s Inc. (“Fred’s Pharmacy” or the “Company”) (NASDAQ:FRED) today announced that it has appointed Christopher W. Bodine, Peter J. Bocian and Michael K. Bloom, Fr

February 24, 2017 SC 13G

FRED / Fred's, Inc. / Adage Capital Partners GP LLC - FRED'S INC. Passive Investment

SC 13G 1 p17-0766sc13g.htm FRED'S INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fred's Inc. (Name of Issuer) Class A Common Stock, no par value (Title of Class of Securities) 356108100 (CUSIP Number) February 21, 2017 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designa

February 14, 2017 EX-99.1

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1).

February 14, 2017 SC 13G

FRED / Fred's, Inc. / RE ADVISERS CORP - FREDS INC. 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* FRED’S, INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 356108100 (CUSIP Number) Calenda

February 13, 2017 SC 13G/A

Fred's 3G/A (Passive Acquisition of More Than 5% of Shares)

fredsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: Fred's Inc Title of Class of Securities: Common Stock CUSIP Number: 356108100 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate the

February 10, 2017 SC 13G/A

FRED / Fred's, Inc. / NWQ INVESTMENT MANAGEMENT COMPANY, LLC Passive Investment

SC 13G/A 1 t308072.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Fred's Inc. - (Name of Issuer) Common - (Title of Class of Securities) 356108100 - (CUSIP Number) December 31, 2016 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

February 9, 2017 SC 13G/A

FRED / Fred's, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Fred's, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 356108100 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

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