SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 15, 2002 (May 9, 2002) Date of Report (Date of earliest event reported) FRED'S, INC. (Exact name of registrant as specified in its charter) Tennessee 1-14565 62-0634010 (State or other jurisdiction) (Commission file number) (IRS employer of incorporation identification No.) 4300 New Getwell Road, Memphis, Tennessee 38118 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (901) 365-8880 Explanatory Note The following disclosure repeats the disclosure made by the Company on its Current Report on Form 8-K filed on May 14, 2002 except the word "replaced" in the first sentence of Item 4 has been changed to "dismissed." Item 4. Changes in Registrant's Certifying Accountants. On May 9, 2002, the Company dismissed PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") as its independent accountant and engaged Ernst & Young LLP ("Ernest & Young") as its new independent accountant. The decision to change the independent audit firm was recommended by the Company's Audit Committee and approved by the Board of Directors. The audit reports of PricewaterhouseCoopers on the consolidated financial statements of the Company for the years in the two-year period ended February 2, 2002 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the two year period ended February 2, 2002, and the subsequent interim period ended May 9, 2002, there were no disagreements with PricewaterhouseCoopers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to PricewaterhouseCoopers' satisfaction, would have caused them to make reference to the subject matter of the disagreement in their reports on the consolidated financial statements for such years. During the past two fiscal years and through May 9, 2002, PricewaterhouseCoopers has not advised the Company of any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934). The Company provided PricewaterhouseCoopers with a copy of this disclosure. Attached as Exhibit 16.1 is a copy of PricewaterhouseCoopers' letter to the Securities and Exchange Commission, dated May 15, 2002, stating whether they agree with the above statements. Ernst & Young was also provided a copy of the above disclosures. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. Exhibit No Description 16.1 Letter of PricewaterhouseCoopers LLP dated May 15, 2002 regarding change in certifying accountant. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 15, 2002 FRED'S, INC. By: /s/ Jerry A. Shore ------------------------ Jerry A. Shore, Chief Financial Officer Exhibit Index Exhibit Number Description 16.1 Letter of PricewaterhouseCoopers LLP dated May 15, 2002. Exhibit 16.1 (PricewaterhouseCoopers Letterhead) May 15, 2002 Securties and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by Fred's, Inc. (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K/A, as part of the Company's Form 8-K/A report dated May 15, 2002. We agree with the statements concerning our Firm in such Form 8-K/A. Very truly yours, /s/ PricewaterhouseCoopers, LLP - ------------------------------- PricewaterhouseCoopers, LLP