UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Act of 1934
(Amendment No. )
Fred's Inc.
(Name of Issuer)
Common Class A
(Title of Class of Securities)
(CUSIP Number) 356108100
12/31/01
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
Rule 13d-1(b) [x ]
Rule 13d-1(cc) [ ]
Rule 12d-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
1.Name of Reporting Person: Daruma Asset Management, Inc.
Social Security No. or I.R.S. Identification Nos. of above persons
(entities only): 13-3831899
2.Check the Appropriate Box if a Member of a Group (See Instructions)
not applicable
(a)
(b)
3.SEC Use Only
4.Citizenship or Place of Organization New York
Number of 5. Sole Voting Power See Item 4 & Exhibit A
Shares Bene- 6. Shared Voting Power See Item 4 & Exhibit A
Ficially by 7. Sole Dispositive Power See Item 4 & Exhibit A
Owned by Each 8. Shared Dispositive Power See Item 4 & Exhibit A
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting Person 942,222
(See Item 4 & Exhibit A)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9) 5.57%
(See Item 4 & Exhibit A)
12. Type of Reporting Person (See Instructions) IA
1. Name of Reporting Person: Mariko O. Gordon
Social Security No. or I.R.S. Identification Nos.
of above persons (entities only):
2.Check the Appropriate Box if a Member of a Group (See Instructions)
not applicable
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization U.S.A.
Number of 5. Sole Voting Power See Item 4 & Exhibit A
Shares Bene- 6. Shared Voting Power See Item 4 & Exhibit A
Ficially by 7. Sole Dispositive Power See Item 4 & Exhibit A
Owned by Each 8. Shared Dispositive Power See Item 4 & Exhibit A
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 942,222
(See Item 4 & Exhibit A)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9) 5.57%
(See Item 4 & Exhibit A)
12. Type of Reporting Person (See Instructions) HC
Item 1
(a) Name of Issuer
Fred's Inc.
(b) Address of Issuer's Executive Offices:
Fred's Inc.
4300 New Getwell Road
Memphis, TN 38118
Item 2
(a) Name of Person Filing
(i) Daruma Asset Management, Inc.
(ii) Mariko O. Gordon
(b) Address of Principal Office
(i) & (ii): 60 East 42nd Street, Suite 1111
New York, NY 10165
(c) Citizenship: (i) New York (ii) U.S.A.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: (i)
(ii) not applicable
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 an:
(i) Daruma Asset Management, Inc.:
(d) An Investment Adviser in accordance with ?240.13d-1(b)(1)(ii)(E)
(ii) Mariko O. Gordon
(g) A control person in accordance with ?240.13d-1(ii)(G)
Item 4: Ownership:
The securities covered by this statement are beneficially
owned by one ormore investment advisory clients whose
accounts are managed by Daruma Asset Management, Inc.
("Daruma"). The investment advisory contracts relating
to such accounts grant to Daruma sole investment and/or
voting power over the securities owned by such accounts.
Therefore Daruma may be deemed to be the beneficial
owner of the securities covered by this statement for
purposes of Rule 13d-3 ("Rule 13d-3") under the
Securities Act of 1934 (the "1934 Act").
Mariko O. Gordon (the "Principal Shareholder") owns
in excess of 50% of the outstanding voting stock and
is the president of Daruma. The Principal Shareholder
may be deemed to be the beneficial owner of securities
held by persons and entities advised by Daruma for
purposes of Rule 13d-3.
Daruma and the Principal Shareholder each disclaims
beneficial ownership in any of the securities covered
by this statement. Daruma and the Principal Shareholder
are of the view that they are not acting as a "group"
for purposes of Section 13(d) under the 1934 Act and
that they are not otherwise required to attribute to
each other the "beneficial ownership" of securities
held by any of them or by any persons or entities
advised by Daruma.
(a) Amount beneficially owned: 942,222 (See Item 4 & Exhibit A)
(b) Percent of Class: 5.57% (See Item 4 & Exhibit A)
(c) Powers Number of Shares
(i)Sole power to vote or to direct the vote 576,072
(See Item 4 & Exhibit A)
(ii)Shared power to vote or to direct the vote 0
(iii)Sole power to dispose or to direct
disposition 942,222
(See Item 4 & Exhibit A)
(iv)Shared power to dispose or to direct disposition 0
Item 5. Ownership of 5% or less of a class
Not applicable
Item 6. Ownership of more than 5% on behalf of Another Person:
Investment advisory clients of Daruma Asset Management, Inc.
have the right to receive dividends from as well as the proceeds
from the sale of securities covered by this statement.
Item 7. Identification and Classification of the Subsidiary
which acquired the Security being reported on by the ultimate
parent company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below, we certify to the best of our knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant
in any transaction having such purpose or effect. This report
shall not be construed as an admission by the persons
filing the report that they are beneficial owners of
any of the securities covered by this report.
SIGNATURE
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in
this statement is true, complete and correct.
Date: January 29, 2002
DARUMA ASSET MANAGEMENT, INC.
/s/ Mary B. O'Byrne
By: Mary B. O'Byrne
Vice President
Mariko O. Gordon
By: /s/ Mary B. O'Byrne
Attorney-in-fact for
Mariko O. Gordon pursuant to
Power of Attorney filed as Exhibit C to this Schedule G
EXHIBIT A
Daruma Asset Management, Inc. ("Daruma") presently
holds 942,222 shares of Fred's Inc. Corporation's
(the "Issuer") common stock, Class A.
Daruma has sole investment discretion over 942,222 shares
and sole voting discretion over 576,072 shares, which are
held for the benefit of its clients by its separate managed
investment advisory accounts.
The shares were acquired in the ordinary course of business,
and not with the purpose or effect of changing or influencing
control of the Issuer. The filing of this statement should
not be construed as an admission that Daruma is, for the
purposes of Sections 13 or 16 of the Securities Exchange
Act of 1934, the beneficial owner of these shares.
EXHIBIT B
Joint Filing Agreement
In accordance with Rule 13d-1(f)(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby
agrees to the joint filing with each other of the
foregoing statement on Schedule 13G and to all
amendments thereto and that such statement and
each amendment to such statement is made on
behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby agree to execute
this Agreement on January 29, 2002
DARUMA ASSET MANAGEMENT, INC.
By: /s/ Mary B. O'Byrne
MARY B. O'BYRNE, Vice President
/s/ Mariko O. Gordon
MARIKO O. GORDON, President
EXHIBIT C
Power of Attorney
Mariko O. Gordon hereby appoints Mary B. O'Byrne her
true and lawful attorney-in-fact and agent to execute
and file with the Securities and Exchange Commission
any Schedule 13G, any amendments thereto or any
related documentation which may be required to be
filed in her individual capacity as a result of
her position as an officer, director or shareholder
of Daruma Asset Management, Inc. and, granting unto
said attorney-in-fact and agent, full power and
authority to do and perform each and every act
and thing which she might or could do in person,
hereby ratifies and confirms all that said
attorney-in-fact and agent may lawfully do or
cause to be done by virtue hereof.
/s/ Mariko O. Gordon
MARIKO O. GORDON