0000833018-14-000005.txt : 20140214 0000833018-14-000005.hdr.sgml : 20140214 20140214165121 ACCESSION NUMBER: 0000833018-14-000005 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FREDS INC CENTRAL INDEX KEY: 0000724571 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 620634010 STATE OF INCORPORATION: TN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-42263 FILM NUMBER: 14617995 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: NATIONAL RURAL ELECTRIC COOPERATIVE ASSOCIATION CENTRAL INDEX KEY: 0000833018 IRS NUMBER: 530116145 STATE OF INCORPORATION: DC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4301 WILSON BLVD CITY: ARLINGTON STATE: VA ZIP: 22203 BUSINESS PHONE: 7039075500 MAIL ADDRESS: STREET 1: 4301 WILSON BLVD CITY: ARLINGTON STATE: VA ZIP: 22203 SC 13G 1 sc13gfye12312013fred.htm SC 13G - INITIAL FILING sc13gfye12312013fred.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)


INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2


UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*

FRED’S, INC.
(Name of Issuer)

Class A Common Stock
(Title of Class of Securities)

356108100
(CUSIP Number)

December 31, 2013
(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 1 of 4 Pages

1
Names of Reporting Persons
 
National Rural Electric Cooperative Association
2
Check the Appropriate Box if a Member of a Group*  [   ] (a) [   ] (b)
 
3
SEC Use Only
 
4
Citizenship or Place of Organization
 
District of Columbia
Number of
 
Shares
 
Beneficially
 
Owned by Each
 
Reporting
 
Person With
5
Sole Voting Power
 
1,937,461
6
Shared Voting Power
 
0
7
Sole Dispositive Power
 
1,937,461
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned By Each Reporting Person
 
1,937,461
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares [   ]
 
11
Percent of Class Represented by Amount in Row (9)
 
5.3%
12
Type of Reporting Person
 
EP



 
 
 


 
CUSIP No. 356108100
13G
Page 2 of 4 Pages

Item 1(a).
Name of Issuer:
   
 
Fred’s, Inc.
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
   
 
4300 New Getwell Road
Memphis, Tennessee 38118
   
Item 2(a).
Name of Person Filing:
   
 
National Rural Electric Cooperative Association
   
Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
4301 Wilson Boulevard
Arlington, VA 22203
   
Item 2(c).
Citizenship:
   
 
District of Columbia
   
Item 2(d).
Title of Class of Securities:
   
 
Class A Common Stock
 
  
Item 2(e).
CUSIP Number:
   
 
356108100
   
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)
[X]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
[   ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[   ]
A savings association 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)(1)(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:

 
 
 


 
CUSIP No. 356108100
13G
Page 3 of 4 Pages

Item 4.
Ownership.
 
 
Amount beneficially owned: 1,937,461(1)
 
 
(a)
Percent of class: 5.3% (This percentage is calculated based on 36,793,806 shares of Class A Common Stock (as of December 6, 2013) reported to be outstanding in the Issuer’s Form 10-Q for the quarterly period ended November 2, 2013, as filed with the Securities and Exchange Commission on December 12, 2013.)
 
 
(b)
Number of shares as to which the person has:
 
   
(i)
Sole power to vote or to direct the vote 1,937,461
   
(ii)
Shared power to vote or to direct the vote 0
   
(iii)
Sole power to dispose or to direct the disposition of 1,937,461
   
(iv)
Shared power to dispose or to direct the disposition of 0
 
 
(1)   The National Rural Electric Cooperative Association has ultimate voting and investment control over the shares reported herein, but disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
 
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 [   ]
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
 
All securities reported in this Schedule 13G are owned by employee benefit plans sponsored by the Reporting Person and advisory clients of RE Advisers Corporation.  The employee benefit plans and advisory clients of RE Advisers Corporation do not individually own more than 5% of the outstanding Shares.
 
Item 7.
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
 
N/A
 
Item 8.
Identification and Classification of Members of the Group.
 
 
N/A
 
Item 9.
Notice of Dissolution of Group.
 
 
N/A


 
 
 


 
CUSIP No. 356108100
13G
Page 4 of 4 Pages

Item 10.                      Certifications.

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, other than activities solely in connection with a nomination under § 240.14a-11.

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.

NATIONAL RURAL ELECTRIC COOPERATIVE ASSOCIATION
 
February 14, 2014
(date)
 
/s/ Peter R. Morris
(Signature)
 
Peter R. Morris, Vice President and Chief Investment Officer
(Name and Title)