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 20, 2003 FRED'S, INC. (Exact Name of Registrant as Specified in Charter) Commission File Number 00-19288 Tennessee 62-0634010 (State or other jurisdiction (I. R. S. Employer of incorporation or organization) Identification No.) 4300 New Getwell Road, Memphis, TN 38118 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (901) 365-8880 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits: Exhibit Number Description ------------- ------------------------------------------------------- 99.1 Press release issued by Fred's, Inc., dated November 20, 2003 Item 12. Results of Operations and Financial Condition. On November 20, 2003, Fred's, Inc. issued a press release announcing, among other things, its quarterly earnings results for the quarter ended November 20, 2003. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FRED'S, INC. (Registrant) By: /s/Jerry A. Shore --------------------------- Jerry A. Shore, President and Chief Financial Officer November 20, 2003 3 INDEX TO EXHIBITS Exhibit Number Description - --------------- -------------------------------------------------------------- 99.1 Press release issued by Fred's, Inc., dated November 20, 2003 4