-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V+3mL1MvdiCKMCHmwsXq3IoNTGcpMa4tiiFbadxtqLkA97A5kWq9lkANLkq9xFR0 bgNk7mYP/kIiAwmkKRRSqA== /in/edgar/work/0000350440-00-000140/0000350440-00-000140.txt : 20000718 0000350440-00-000140.hdr.sgml : 20000718 ACCESSION NUMBER: 0000350440-00-000140 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000717 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FREDS INC CENTRAL INDEX KEY: 0000724571 STANDARD INDUSTRIAL CLASSIFICATION: [5331 ] IRS NUMBER: 620634010 STATE OF INCORPORATION: TN FISCAL YEAR END: 0127 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-42263 FILM NUMBER: 674329 BUSINESS ADDRESS: STREET 1: 4300 NEW GETWELL RD CITY: MEMPHIS STATE: TN ZIP: 38118 BUSINESS PHONE: 9013658880 MAIL ADDRESS: STREET 1: 4300 NEW GETWELL ROAD CITY: MEMPHIS STATE: TN ZIP: 38118 FORMER COMPANY: FORMER CONFORMED NAME: BADDOUR INC DATE OF NAME CHANGE: 19910620 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SELIGMAN J & W & CO INC /NY/ CENTRAL INDEX KEY: 0000350440 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 133043476 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 PARK AVENUE - 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2124880200 MAIL ADDRESS: STREET 2: 100 PARK AVENUE 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 0001.txt SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (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 13d-2 JUNE 30, 2000 - ----------------------------------------------------------------------------- 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) AMENDMENT NO. 1 FRED'S INC. - ----------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - ----------------------------------------------------------------------------- (Title of Class of Securities) 356108100 - ----------------------------------------------------------------------------- (CUSIP Number) CUSIP Number 356108100 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J. & W. SELIGMAN & CO. INCORPORATED 13-3043476 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 (5) SOLE VOTING POWER -0- NUMBER OF SHARES BENEFICIALLY OWNED (6) SHARED VOTING POWER 491,943 BY EACH REPORTING PERSON WITH (7) SOLE DISPOSITIVE POWER -0- (8) SHARED DISPOSITIVE POWER 526,483 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 526,483 10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.53% 12) TYPE OF REPORTING PERSON IA, CO CUSIP Number 356108100 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WILLIAM C. MORRIS 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / x / 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES (5) SOLE VOTING POWER -0- NUMBER OF SHARES BENEFICIALLY OWNED (6) SHARED VOTING POWER 491,943* BY EACH REPORTING PERSON WITH (7) SOLE DISPOSITIVE POWER -0- (8) SHARED DISPOSITIVE POWER 526,483* 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 526,483* 10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.53% 12) TYPE OF REPORTING PERSON IN * William C. Morris, as the owner of a majority of the outstanding voting securities of J. & W. Seligman & Co. Incorporated (JWS), may be deemed to beneficially own the shares reported herein by JWS. Accordingly, the shares reported herein by William C. Morris include those shares separately reported herein by JWS. -------------------------------------------------- Item 1(a) Name of Issuer: FRED'S INC. Item 1(b) Address of Issuer's Principal Executive Offices: 4300 NEW GETWELL ROAD MEMPHIS, TN 38118 Item 2(a) Name of Person Filing: (1) J. & W. SELIGMAN & CO. INCORPORATED (JWS) (2) WILLIAM C. MORRIS (Mr. Morris) Item 2(b) Address or Principal Business Office or, if none, Residence: 100 PARK AVENUE NEW YORK, NEW YORK 10017 Item 2(c) Citizenship: (1) DELAWARE CORPORATION (2) UNITED STATES Item 2(d) Title of Class of Securities: COMMON STOCK Item 2(e) CUSIP Number: 356108100 Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person is filing as a: JWS is an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). Mr. Morris is a control person of JWS in accordance with Rule 13d-1(b)(1)(ii)(G). Item 4 Ownership. Incorporated by reference to Items (5)-(9) and (11) of the cover page pertaining to each reporting person. Mr. Morris, as the owner of a majority of the outstanding voting securities of JWS, may be deemed to beneficially own the shares reported herein by JWS. Accordingly, the shares reported herein by Mr. Morris include those shares separately reported herein by JWS. Item 5 Ownership of Five Percent or Less of a Class. [X] Item 6 Ownership of More than Five Percent on Behalf of Another Person. NOT APPLICABLE Item 7 Identification and Classification of the Subsidiary which acquired the security being reported on by the Parent Holding 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 I certify that, to the best of my 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. 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. DATE: JULY 17, 2000 J. & W. SELIGMAN & CO. INCORPORATED BY /s/ Thomas G. Rose ------------------------------------- Name: Thomas G. Rose Title: Senior Vice President, Finance /s/ Frank J. Nasta - ---------------------------------------- Frank J. Nasta, as Attorney-in-fact for William C. Morris EXHIBIT 7.1 Agreement of Joint Filing between J. & W. Seligman & Co. Incorporated, William C. Morris dated JULY 17, 2000. 7.2 Power of Attorney for William C. Morris EXHIBIT 7.1 AGREEMENT OF JOINT FILING J. & W. Seligman & Co. Incorporated, William C. Morris hereby agree that the Statement on Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Statement, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended. Dated: JULY 17, 2000 J. & W. SELIGMAN & CO. INCORPORATED BY /s/ Thomas G. Rose ------------------------------------- Name: Thomas G. Rose Title: Senior Vice President, Finance /s/ Frank J. Nasta - ---------------------------------------- Frank J. Nasta, as Attorney-in-fact for William C. Morris EXHIBIT 7.2 POWER OF ATTORNEY FOR WILLIAM C. MORRIS KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby appoints Frank J. Nasta, attorney-in-fact and agent, with full power of substitution and resubstitution, for in name and stead, to sign and file Forms 13D and 13G promulgated under Section 13 of the Securities Exchange Act of 1934, as amended, or further Amendments thereto, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining thereto, with full power and authority to do and perform all acts and things requisite and necessary to be done on the premises. This appointment shall be valid for the sole purpose stated above and shall be in effect and force, unless sooner revoked by me in writing. Executed this 2nd day of February, 1998. /s/ William C. Morris ------------------------------ William C. Morris -----END PRIVACY-ENHANCED MESSAGE-----