CUSIP NO. 356108100 13G Page 1 of 13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
FRED'S, INC.
(Name of Issuer)
Class A Common Stock, no par value
(Title of Class of Securities)
356108100
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d‑1(b)
[ ] Rule 13d‑1(c)
[ ] Rule 13d‑1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 356108100 13G Page 2 of 13
1. NAMES OF REPORTING PERSONS.
Franklin Resources, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,132,800
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.1%
12. TYPE OF REPORTING PERSON
HC, CO (See Item 4)
CUSIP NO. 356108100 13G Page 3 of 13
1. NAMES OF REPORTING PERSONS.
Charles B. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,132,800
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.1%
12. TYPE OF REPORTING PERSON
HC, IN (See Item 4)
CUSIP NO. 356108100 13G Page 4 of 13
1. NAMES OF REPORTING PERSONS.
Rupert H. Johnson, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,132,800
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.1%
12. TYPE OF REPORTING PERSON
HC, IN (See Item 4)
CUSIP NO. 356108100 13G Page 5 of 13
Item 1.
(a) Name of Issuer
FRED'S, INC.
(b) Address of Issuer's Principal Executive Offices
4300 New Getwell Road
Memphis, TN 38118
Item 2.
(a) Name of Person Filing
(i): Franklin Resources, Inc.
(ii): Charles B. Johnson
(iii): Rupert H. Johnson, Jr.
(b) Address of Principal Business Office or, if none, Residence
(i), (ii), and (iii):
One Franklin Parkway
San Mateo, CA 94403‑1906
(c) Citizenship
(i): Delaware
(ii) and (iii): USA
(d) Title of Class of Securities
Class A Common Stock, no par value
(e) CUSIP Number
356108100
CUSIP NO. 356108100 13G Page 6 of 13
Item 3. If this statement is filed pursuant to §§240.13d‑1(b) or 240.13d‑2(b) or (c),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)
(d) [ ] Investment company registered under section 8 of the Investment Company Act
of 1940 (15 U.S.C 80a‑8).
(e) [ ] An investment adviser in accordance with §240.13d‑1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with §240.13d‑1(b)
(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with §240.13d‑1(b)
(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a‑3);
(j) [ ] A non‑U.S. institution in accordance with §240.13d‑1(b)(ii)(J);
(k) [ ] Group, in accordance with §240.13d‑1(b)(1)(ii)(K).
If filing as a non‑U.S. institution in accordance with §240.13d‑1(b)(1)(ii)(J),
please specify the type of institution:
Item 4. Ownership
The securities reported herein are beneficially owned by one or more open ‑ or closed ‑
end investment companies or other managed accounts that are investment management clients
of investment managers that are direct and indirect subsidiaries (each, an “Investment
Management Subsidiary” and, collectively, the “Investment Management Subsidiaries”) of
Franklin Resources, Inc.(“FRI”), including the Investment Management Subsidiaries listed
in this Item 4. When an investment management contract (including a sub‑advisory
agreement) delegates to an Investment Management Subsidiary investment discretion or
voting power over the securities held in the investment advisory accounts that are subject
to that agreement, FRI treats the Investment Management Subsidiary as having sole
investment discretion or voting authority, as the case may be, unless the agreement
specifies otherwise. Accordingly, each Investment Management Subsidiary reports on
Schedule 13G that it has sole investment discretion and voting authority over the
securities covered by any such investment management agreement, unless otherwise noted in
this Item 4. As a result, for purposes of Rule 13d‑3 under the Act, the Investment
Management Subsidiaries listed in this Item 4 may be deemed to be the beneficial owners of
the securities reported in this Schedule 13G.
Beneficial ownership by Investment Management Subsidiaries and other FRI affiliates is
being reported in conformity with the guidelines articulated by the SEC staff in Release
No. 34‑39538 (January 12, 1998) relating to organizations, such as FRI, where related
entities exercise voting and investment powers over the securities being reported
independently from each other. The voting and investment powers held by Franklin Mutual
Advisers, LLC (“FMA”), an indirect wholly‑owned Investment Management Subsidiary, are
exercised independently from FRI and from all other Investment Management Subsidiaries
(FRI, its affiliates and the Investment Management Subsidiaries other than FMA are
collectively, “FRI affiliates”). Furthermore, internal policies and procedures of FMA and
FRI establish informational barriers that prevent the flow between FMA and the FRI
affiliates of information that relates to the voting and investment powers over the
securities owned by their respective investment management clients. Consequently, FMA and
the FRI affiliates report the securities over which they hold investment and voting power
separately from each other for purposes of Section 13 of the Act.
CUSIP NO. 356108100 13G Page 7 of 13
Charles B. Johnson and Rupert H. Johnson, Jr. (the “Principal Shareholders”) each own in
excess of 10% of the outstanding common stock of FRI and are the principal stockholders of
FRI. FRI and the Principal Shareholders may be deemed to be, for purposes of Rule 13d‑3
under the Act, the beneficial owners of securities held by persons and entities for whom
or for which FRI subsidiaries provide investment management services. The number of
shares that may be deemed to be beneficially owned and the percentage of the class of
which such shares are a part are reported in Items 9 and 11 of the cover pages for FRI and
each of the Principal Shareholders. FRI, the Principal Shareholders and each of the
Investment Management Subsidiaries disclaim any pecuniary interest in any of such
securities. In addition, the filing of this Schedule 13G on behalf of the Principal
Shareholders, FRI and the FRI affiliates, as applicable, should not be construed as an
admission that any of them is, and each of them disclaims that it is, the beneficial
owner, as defined in Rule 13d‑3, of any of the securities reported in this Schedule 13G.
FRI, the Principal Shareholders, and each of the Investment Management Subsidiaries
believe that they are not a “group” within the meaning of Rule 13d‑5 under the Act and
that they are not otherwise required to attribute to each other the beneficial ownership
of the securities held by any of them or by any persons or entities for whom or for which
the Investment Management Subsidiaries provide investment management services.
(a) Amount beneficially owned:
1,132,800
(b) Percent of class:
3.1%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Franklin Advisory Services, LLC: 1,084,500
(ii) Shared power to vote or to direct the vote
0
(iii) Sole power to dispose or to direct the disposition of
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Franklin Advisory Services, LLC: 1,132,800
(iv) Shared power to dispose or to direct the disposition of
0
CUSIP NO. 356108100 13G Page 8 of 13
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person
The clients of the Investment Management Subsidiaries, including investment
companies registered under the Investment Company Act of 1940 and other
managed accounts, have the right to receive or power to direct the receipt of
dividends from, and the proceeds from the sale of, the securities reported
herein.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
See Attached Exhibit C
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
CUSIP NO. 356108100 13G Page 9 of 13
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course of
business and were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
Exhibits
Exhibit A ‑ Joint Filing Agreement
Exhibit B ‑ Limited Powers of Attorney for Section 13 Reporting Obligations
Exhibit C ‑ Item 7 Identification and Classification of Subsidiaries
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: January 23, 2013
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
By: /s/ROBERT C. ROSSELOT
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Robert C. Rosselot
Assistant Secretary of Franklin Resources, Inc.
Attorney‑in‑Fact for Charles B. Johnson pursuant to Power of Attorney
attached to this Schedule 13G
Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
attached to this Schedule 13G
CUSIP NO. 356108100 13G Page 10 of 13
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d‑1(k) under the Securities Exchange Act of 1934, as amended,
the undersigned hereby agree to the joint filing with each other of the attached
statement on Schedule 13G and to all amendments to such statement and that such
statement and all amendments to such statement are made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this agreement on January 23, 2013.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
By: /s/ROBERT C. ROSSELOT
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Robert C. Rosselot
Assistant Secretary of Franklin Resources, Inc.
Attorney‑in‑Fact for Charles B. Johnson pursuant to Power of Attorney
attached to this Schedule 13G
Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
attached to this Schedule 13G
CUSIP NO. 356108100 13G Page 11 of 13
EXHIBIT B
LIMITED POWER OF ATTORNEY
FOR
SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints
each of Robert Rosselot and Maria Gray, each acting individually, as the undersigned’s
true and lawful attorney‑in‑fact, with full power and authority as hereinafter described
on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13D and 13G (including
any amendments thereto or any related documentation) with the United States Securities and
Exchange Commission, any national securities exchanges and Franklin Resources, Inc., a
Delaware corporation (the “Reporting Entity”), as considered necessary or advisable under
Section 13 of the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, as amended from time to time (the “Exchange Act”); and
(2) perform any and all other acts which in the discretion of such attorney‑in‑fact
are necessary or desirable for and on behalf of the undersigned in connection with the
foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such
attorney‑in‑fact to act in their discretion on information provided to such
attorney‑in‑fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney‑in‑fact on behalf of
the undersigned pursuant to this Limited Power of Attorney will be in such form and will
contain such information and disclosure as such attorney‑in‑fact, in his or her
discretion, deems necessary or desirable;
(3) neither the Reporting Entity nor either of such attorneys‑in‑fact assumes (i) any
liability for the undersigned’s responsibility to comply with the requirements of the
Exchange Act or (ii) any liability of the undersigned for any failure to comply with such
requirements; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned’s obligations under the Exchange Act, including
without limitation the reporting requirements under Section 13 of the Exchange Act.
The undersigned hereby gives and grants each of the foregoing attorneys‑in‑fact full
power and authority to do and perform all and every act and thing whatsoever requisite,
necessary or appropriate to be done in and about the foregoing matters as fully to all
intents and purposes as the undersigned might or could do if present, hereby ratifying all
that each such attorney‑in‑fact of, for and on behalf of the undersigned, shall lawfully
do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by
the undersigned in a signed writing delivered to each such attorney‑in‑fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be
executed as of this 30th day of April , 2007
/s/Charles B. Johnson
Signature
Charles B. Johnson
Print Name
CUSIP NO. 356108100 13G Page 12 of 13
LIMITED POWER OF ATTORNEY
FOR
SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and
appoints each of Robert Rosselot and Maria Gray, each acting individually, as the
undersigned’s true and lawful attorney‑in‑fact, with full power and authority as
hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13D and 13G (including
any amendments thereto or any related documentation) with the United States Securities and
Exchange Commission, any national securities exchanges and Franklin Resources, Inc., a
Delaware corporation (the “Reporting Entity”), as considered necessary or advisable under
Section 13 of the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, as amended from time to time (the “Exchange Act”); and
(2) perform any and all other acts which in the discretion of such attorney‑in‑fact
are necessary or desirable for and on behalf of the undersigned in connection with the
foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such
attorney‑in‑fact to act in their discretion on information provided to such
attorney‑in‑fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney‑in‑fact on behalf of
the undersigned pursuant to this Limited Power of Attorney will be in such form and will
contain such information and disclosure as such attorney‑in‑fact, in his or her
discretion, deems necessary or desirable;
(3) neither the Reporting Entity nor either of such attorneys‑in‑fact assumes (i) any
liability for the undersigned’s responsibility to comply with the requirements of the
Exchange Act or (ii) any liability of the undersigned for any failure to comply with such
requirements; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned’s obligations under the Exchange Act, including
without limitation the reporting requirements under Section 13 of the Exchange Act.
The undersigned hereby gives and grants each of the foregoing attorneys‑in‑fact full
power and authority to do and perform all and every act and thing whatsoever requisite,
necessary or appropriate to be done in and about the foregoing matters as fully to all
intents and purposes as the undersigned might or could do if present, hereby ratifying all
that each such attorney‑in‑fact of, for and on behalf of the undersigned, shall lawfully
do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by
the undersigned in a signed writing delivered to each such attorney‑in‑fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be
executed as
of this 25th day of April , 2007
/s/ Rupert H. Johnson, Jr.
Signature
Rupert H. Johnson, Jr.
Print Name