SHAREHOLDERS' EQUITY

12 Months Ended

Jan. 28, 2012

SHAREHOLDERS' EQUITY

NOTE 6 — SHAREHOLDERS’ EQUITY

In 1998, the Company adopted a Shareholders Rights Plan which granted a dividend of one preferred share purchase right (a “Right”) for each common share outstanding at that date. Each Right represents the right to purchase one-hundredth of a preferred share of stock at a preset price to be exercised when any one individual, firm, corporation or other entity acquires 15% or more of the Company’s common stock. The Rights become dilutive at the time of exercise. The Shareholders Rights Plan was renewed in October 2008 and if unexercised, the Rights will expire in October 2018.

On March 6, 2002, the Company filed a Registration Statement on Form S-3 registering 750,000 shares of Class A common stock. The common stock may be used from time to time as consideration in the acquisition of assets, goods, or services for use or sale in the conduct of our business. As of February 2, 2008, the Company had 198,813 shares of Class A common stock available to be issued from the March 6, 2002 Registration Statement. On December 31, 2008, the Registration Statement expired and the Company has not elected to renew the statement.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

On August 27, 2007, the Board of Directors approved a plan that authorized stock repurchases of up to 4.0 million shares of the Company’s common stock. Under the plan, the Company may repurchase its common stock in open market or privately negotiated transactions at such times and at such prices as determined to be in the Company’s best interest. These purchases may be commenced or suspended without prior notice depending on then-existing business or market conditions and other factors. The following table sets forth the amounts of our common stock purchased by the Company during the fiscal year ended January 28, 2012 (amounts in thousands, except price data). The repurchased shares have been cancelled and returned to authorized but un-issued shares.

	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Program		Maximum Number of Shares That May Yet Be Purchased Under the Plans or Program
Balance at January 29, 2011								2,537.8
January 30 - February 26, 2011		-	$	-		-		2,537.8
February 27 - April 2, 2011		2.0	$	12.50		2.0		2,535.8
April 3, - April 30, 2011		-	$	-		-		2,535.8
May 1, - May 28, 2011		-	$	-		-		2,535.8
May 29, - July 2, 2011		256.5	$	13.97		256.5		2,279.3
July 3, - July 30, 2011		161.5	$	13.84		161.5		2,117.8
July 31, - August 27, 2011		473.4	$	11.00		473.4		1,644.4
August 28, - October 1, 2011		1,331.7	$	11.21		1,331.7		312.7
October 2, - October 29, 2011		222.7	$	11.04		222.7		90.0
October 30, - November 26, 2011		-	$	-		-		90.0
November 27, - December 31, 2011		-	$	-		-		90.0
January 1, - January 28, 2012		-	$	-		-		90.0

On February 16, 2012, Fred's Board authorized the expansion of the Company's existing stock re-purchase program by increasing the authorization to repurchase an additional 3.6 million shares or approximately 10% of the current outstanding shares.