SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO
13d-2 UNDER THE SECURITIES EXCHANGE ACT
OF 1934 (Amendment No. __)*
FRED'S INC.
(Name of Issuer)
Class A Common Stock, no par value
(Title of Class of Securities)
356108100
(CUSIP Number)
December 30, 2005
(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(c)
[ ] Rule 13d-1(d)
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* 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).
Schedule 13G
CUSIP No. 356108100 PAGE 2 OF 8
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prentice Capital Management, LP
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ____________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
2,175,447 (See Item 4)
OWNED BY ____________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ____________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,175,447 (See Item 4)
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,175,447 (See Item 4)
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.46% (See Item 4)
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(12) TYPE OF REPORTING PERSON
PN
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Schedule 13G
CUSIP No. 356108100 PAGE 3 OF 8
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael Zimmerman
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION United
States of America
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ____________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
2,175,447 (See Item 4)
OWNED BY ____________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ____________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,175,447 (See Item 4)
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,175,447 (See Item 4)
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.46% (See Item 4)
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(12) TYPE OF REPORTING PERSON
IN
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Schedule 13G
CUSIP No. 356108100 PAGE 4 OF 8
ITEM 1(a). NAME OF ISSUER:
Fred's, Inc. (the "Company")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4300 New Getwell Road
Memphis, Tennessee 38118
ITEM 2(a). NAME OF PERSON FILING:
This statement is filed by the entities and persons listed
below, all of whom together are referred to herein as the "Reporting Persons":
(i) Prentice Capital Management, LP, a Delaware limited
partnership ("Prentice Capital Management"), with
respect to the Class A Common Stock, no par value
(the "Shares"), reported in this Schedule 13G held by
certain investment funds and managed accounts.
(ii) Michael Zimmerman, who is the Managing Member of (a)
Prentice Management GP, LLC, the general partner of
Prentice Capital Management and (b) Prentice Capital
GP, LLC, the general partner of certain investment
funds, with respect to the Shares reported in this
Schedule 13G held by certain investment funds and
managed accounts.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The address of the principal business office of Prentice Capital
Management and Michael Zimmerman is 623 Fifth Avenue, 32nd Floor, New York, New
York 10022.
ITEM 2(c). CITIZENSHIP:
Prentice Capital Management is a Delaware limited partnership.
Michael Zimmerman is a United States citizen.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Class A Common Stock, no par value.
ITEM 2(e). CUSIP NUMBER:
356108100
Schedule 13G
CUSIP No. 356108100 PAGE 5 OF 8
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15
of the Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the
Act;
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act;
(d) [ ] Investment Company registered under Section 8
of the Investment Company Act of 1940;
(e) [ ] Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940: see Rule
13d-1(b)(1)(ii)(E);
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);
(g) [ ] Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G);
(h) [ ] Savings Associations as defined in Section
3(b) of the Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the
definition of an investment company under Section
3(c)(14) of the Investment Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS
BOX. [x]
Schedule 13G
CUSIP No. 356108100 PAGE 6 OF 8
ITEM 4. OWNERSHIP.
Prentice Capital Management serves as investment manager to a
number of investment funds (including Prentice Capital Partners, LP, Prentice
Capital Partners QP, LP and Prentice Capital Offshore, Ltd.) and manages
investments for certain entities in managed accounts with respect to which it
has voting and dispositive authority over the Shares reported in this Schedule
13G. Michael Zimmerman is the Managing Member of (a) Prentice Management GP, LLC
the general partner of Prentice Capital Management and (b) Prentice Capital GP,
LLC, the general partner of certain investment funds. As such, he may be deemed
to control Prentice Capital Management and certain of the investment funds and
therefore may be deemed to be the beneficial owner of the securities reported in
this Schedule 13G. Each of Michael Zimmerman and Prentice Capital Management
disclaims beneficial ownership of all of the Shares reported in this Schedule
13G.
The percentages used herein are calculated based on the Shares
issued and outstanding as of December 2, 2005, as reported in the Company's
quarterly report on Form 10-Q filed with the Securities and Exchange Commission
by the Company for the quarterly period ended October 29, 2005.
A. Prentice Capital Management
(a) Amount beneficially owned: 2,175,447
(b) Percent of class: 5.46%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 2,175,447
(iii) sole power to dispose or to direct the disposition: 0
(iv) shared power to dispose or to direct the disposition:
2,175,447
B. Michael Zimmerman
(a) Amount beneficially owned: 2,175,447
(b) Percent of class: 5.46%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 2,175,447
(iii) sole power to dispose or to direct the disposition: 0
Schedule 13G
CUSIP No. 35610810-0 PAGE 7 OF 8
(iv) shared power to dispose or to direct the disposition:
2,175,447
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
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.
See Item 4.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c))
Each of the Reporting Persons hereby makes the following
certification:
By signing below each Reporting Person certifies that, to the
best of its knowledge and belief, the securities referred to above 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 not held in connection with or as a participant in any transaction having
that purpose or effect.
Schedule 13G
CUSIP No. 35610810-0 PAGE 8 OF 8
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: January 9, 2006 PRENTICE CAPITAL MANAGEMENT, LP
/S/ MICHAEL WEISS
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Name: Michael Weiss
Title: Chief Financial Officer
MICHAEL ZIMMERMAN
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/S/ MICHAEL ZIMMERMAN
Michael Zimmerman
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G, shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
DATED: January 9, 2006 PRENTICE CAPITAL MANAGEMENT, LP
/S/ MICHAEL WEISS
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Name: Michael Weiss
Title: Chief Financial Officer
MICHAEL ZIMMERMAN
/S/ MICHAEL ZIMMERMAN
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Michael Zimmerman