<PAGE>   1
                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                  FORM 10-K/A

  [X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 1998

  [ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 0-22702

                                 ROBERDS, INC.

        An Ohio Corporation                            31-0801335
                                          (IRS Employer Identification Number)


                            1100 East Central Avenue
                            Dayton, Ohio 45449-1888
                                 (937) 859-5127

        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12(g) of the Act:
                        Common Shares, without par value


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
requirements for the past 90 days Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ].

At the close of trading on January 31, 1999, 6,159,311 common shares, without
par value, were outstanding. Of these, 1,911,989 common shares, having an
aggregate market value (based upon the average of the high and low trading
prices on that date) of approximately $3,803,485 were held by non-affiliates of
the Registrant. Common shares held by each executive officer and director, and
by each person who owned five percent or more of the outstanding common shares,
were excluded, in that such persons may be deemed to be affiliates. However,
such calculation does not constitute an admission or determination that any
such officer or director or holder of more than five percent of the outstanding
common shares is in fact an affiliate of the Registrant.


                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for its 1999 annual meeting of
shareholders are incorporated into Part III herein by reference.




<PAGE>   2







Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the
undersigned registrant ("Registrant") hereby amends its annual report on Form
10-K for the fiscal year ended December 31, 1998 to include the following
information, financial statements, and exhibits required by Form 11-K with
respect to the Roberds, Inc. Employee Stock Purchase Plan ("Plan") for the year
ended December 31, 1998. Roberds, Inc. is the issuer of the securities held
pursuant to the Plan. The schedules called for under Article 6A-05 in
Regulation S-X have been omitted because they are inapplicable or the required
information has been given in the financial statements or notes thereto:



                   ROBERDS, INC. EMPLOYEE STOCK PURCHASE PLAN

<TABLE>
<CAPTION>
TABLE OF CONTENTS
-----------------
                                                                              Page
                                                                              ----

<S>                                                                          <C>
Independent Auditors' Report                                                    3

Financial Statements:

         Statements of Financial Condition
         as of December 31, 1998 and 1997                                       4

         Statements of Operations and Changes in
         Participants' Equity for the Years Ended
         December 31, 1998, and 1997                                            5

Notes To Financial Statements                                                   6
</TABLE>


                                       2

<PAGE>   3



INDEPENDENT AUDITORS' REPORT




Members of the Compensation Committee
Roberds, Inc. Employee Stock Purchase Plan
Dayton, Ohio

We have audited the accompanying statements of financial condition of the
Roberds, Inc. Employee Stock Purchase Plan ("the Plan") as of December 31, 1998
and 1997, and the related statements of operations and changes in participants'
equity for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial condition of Roberds, Inc. Employee Stock Purchase Plan
at December 31, 1998 and 1997, and the results of its operations and the
changes in participants' equity for the years then ended, in conformity with
generally accepted accounting principles.

As discussed in Note E to the financial statements, Roberds, Inc., the Plan's
sponsor, incurred operating losses during the past several years. The plans of
Roberds Inc.'s management in regard to this matter are also described in Note
E.





DELOITTE & TOUCHE LLP

February 26, 1999
Dayton, Ohio




                                       3


<PAGE>   4





ROBERDS, INC. EMPLOYEE STOCK PURCHASE PLAN

STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 1998 AND 1997
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ASSETS AND PARTICIPANTS' EQUITY                          1998         1997
<S>                                                    <C>          <C>     
INVESTMENT IN ROBERDS, INC. COMMON
  STOCK, AT FAIR VALUE                                 $161,954     $141,522

EMPLOYEE CONTRIBUTIONS RECEIVABLE                        14,040       16,322

CASH                                                     72,876       77,202
                                                       --------     --------

ASSETS AND PARTICIPANTS' EQUITY                        $248,870     $235,046
                                                       ========     ========
</TABLE>


See notes to financial statements.


                                       4

<PAGE>   5




ROBERDS, INC. EMPLOYEE STOCK PURCHASE PLAN

STATEMENTS OF OPERATIONS AND CHANGES IN PARTICIPANTS' EQUITY
YEARS ENDED DECEMBER 31, 1998 AND 1997
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                  1998          1997
<S>                                                                            <C>            <C>      
INCREASE IN PARTICIPANTS' EQUITY:
  Employee contributions                                                       $ 208,739      $ 240,087
  Unrealized  appreciation (depreciation) of Roberds, Inc. common shares          27,858       (182,841)
                                                                               ---------      ---------

          Net increase                                                           236,597         57,246

DECREASE IN PARTICIPANTS' EQUITY - Distribution to participants                 (222,773)      (269,900)
                                                                               ---------      ---------

NET INCREASE (DECREASE) IN PARTICIPANTS' EQUITY                                   13,824       (212,654)

PARTICIPANTS' EQUITY:
  Beginning of year                                                              235,046        447,700
                                                                               ---------      ---------

  End of year                                                                  $ 248,870      $ 235,046
                                                                               =========      =========
</TABLE>


See notes to financial statements.




                                       5

<PAGE>   6


ROBERDS, INC. EMPLOYEE STOCK PURCHASE PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
------------------------------------------------------------------------------


A.    PLAN DESCRIPTION

      The Roberds, Inc. Employee Stock Purchase Plan (the "Plan") is designed
      and operated as an employee stock purchase plan under section 423 of the
      Internal Revenue Code of 1986 and the regulations thereunder. The Plan is
      not subject to provisions of the Employment Retirement Income Security
      Act of 1974 ("ERISA"). The Plan is administered by a committee of at
      least three persons appointed by the Board of Directors.

      Employees who are members of the committee administering the Plan or any
      employee who, immediately after the granting of an option, would own five
      percent or more of any and all classes of stock are not entitled to
      participate in the Plan. All other employees of Roberds, Inc. who are
      considered full-time and have at least 90 days of continuous employment
      immediately prior to the commencement of any option period are eligible
      to participate in the Plan.

      Contributions are authorized through payroll deductions by participating
      employees at any whole percentage rate up to a maximum of fifteen percent
      of employees' compensation, not to exceed $25,000 (at fair market value)
      during any calendar year. Price per share at time of purchase is the
      lesser of 85 percent of fair market value per share on the first day or
      last day of offering period. Shares acquired under the Plan may be resold
      by the participating employee without registration under the Securities
      Act of 1933, as amended.

      Offerings may be made under the Plan from time to time prior to December
      31, 2007. The aggregate number of shares of stock that may be sold
      pursuant to all offerings under the plan shall not exceed 500,000.

B.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      INVESTMENTS - The common shares of Roberds, Inc. are valued at fair
      value. Fair value is based upon the trading value of the stock on the
      Nasdaq exchange at the close of the last business day of the Plan year.

      PURCHASES OF SECURITIES are recorded on a trade-date basis.

      PLAN TERMINATION - Although it has not expressed an intention to do so,
      the employer may terminate the Plan at its option at any time subject to
      the provisions of the Plan. If terminated, participants' interests will
      be distributed in accordance with the Plan.


                                       6

<PAGE>   7



C.    TAX STATUS

      All income of the Plan will be distributed and is taxable directly to the
      participants. Under Section 671 of the Internal Revenue Service Code, the
      Plan is not a tax paying entity. Accordingly, the Plan is not subject to
      income taxes. Therefore, no provision for income taxes is required for
      the Plan.

D.    ADMINISTRATION OF PLAN ASSETS

      The Plan's assets, which consist of Roberds, Inc. common shares and cash,
      are held by a bank custodian.

      Employee contributions are held and managed by the custodian, which
      invests cash received, interest and dividend income and makes
      distributions to participants.

      Certain administrative functions are performed by officers or employees
      of Roberds, Inc. or its subsidiaries. No such officer or employee
      receives compensation from the Plan. Administrative expenses for the
      recordkeeper fees are paid directly by Roberds, Inc.

E.    INVESTMENTS

      A reconciliation of Roberds, Inc. shares of common stock held by the Plan
      is as follows:


<TABLE>
<CAPTION>
                                                         1998         1997

<S>                                                    <C>          <C>   
      Balance, January 1                                47,174       37,977
      Acquired                                          69,289       37,738  
      Distributed                                      (37,940)     (28,541)
                                                       -------      -------

      Balance, December 31                              78,523       47,174
                                                       =======      =======
</TABLE>



      In October 1998, Nasdaq informed Roberds, Inc. that it failed to meet one
      of the requirements for continued listing on the Nasdaq National Market
      tier, specifically the requirement that at least $5 million of stock be
      held by individuals other than officers, directors, and those who own
      more than ten percent of Roberds, Inc.'s outstanding shares. Roberds,
      Inc. has appealed Nasdaq's determination, and will request additional
      time to meet the requirement. Roberds, Inc. expects the appeal to be
      heard in March 1999. It is not possible to predict the outcome of the
      appeal. If Nasdaq rules that Roberds, Inc.'s shares do not qualify for
      listing on the National Market tier, the Roberds Inc. will explore other
      alternatives so that it can remain listed. However, it is possible that
      Roberds, Inc.'s shares may become de-listed from the Nasdaq National
      Market tier, and that they would trade on The Nasdaq Small Cap Market, or
      that they would become de-listed altogether and that they would trade on
      the OTC Bulletin Board or on what is generally known as the "pink
      sheets." An adverse outcome to this appeal could affect the price of
      Roberds, Inc.'s shares and participants' ability to readily trade shares.



                                       7


<PAGE>   8




      Roberds, Inc. has incurred an operating loss during each of the last
      three years. These factors among others may indicate that Roberds, Inc.
      will be unable to continue as a going concern for a reasonable period of
      time. Roberds Inc.'s continuation as a going concern is dependent upon
      its ability to generate sufficient cash flow to meet its obligations on a
      timely basis, to comply with the terms and covenants of its new financing
      agreement, to obtain additional financing or refinancing as may be
      required, and ultimately to attain successful operations. Management of
      Roberds, Inc. believes improved controls over selling prices and an
      increased focus on add-on services to customers combined with expense
      reductions will result, ultimately, in operating profits. However,
      management cannot provide any assurance that these events will occur or
      that Roberds, Inc will return to profitability.

      At December 31, 1997 there were obligations to distribute 2,139 shares of
      Roberds, Inc. common stock.

      In January 1999, an additional 51,706 shares of Roberds, Inc. common
      stock were purchased by the Plan at $1.56 per share.




                                       8



<PAGE>   9




                                   SIGNATURES



      Pursuant to the requirements of Section 13 or 15(d) of the Securities
      Exchange Act of 1934, Registrant has duly caused this report to be signed
      on its behalf by the undersigned, thereunto duly authorized.


      ROBERDS, INC., by


      /s/ Melvin H. Baskin*
      ------------------------------------
      Melvin H. Baskin, its
      Chief Executive Officer


      /s/ Robert M. Wilson
      ------------------------------------
      Robert M. Wilson, its
      President and
      Chief Financial Officer



      /s/ Michael A. Bruns
      ------------------------------------
      Michael A. Bruns, its
      Vice President and
      Chief Accounting Officer


      ROBERDS, INC. EMPLOYEE STOCK PURCHASE PLAN, by


      /s/ Robert M. Wilson
      ------------------------------------
      Robert M. Wilson, its
      Plan Administrator



           /s/ Robert M. Wilson

      *By: /s/ Robert M. Wilson
          --------------------------------
      Robert M. Wilson
      Attorney in Fact

      March 22, 1999




                                       9

<PAGE>   10




                                    PART IV


ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

         (A)(3)     EXHIBITS


2.5               Certificate of merger of Roberds Service Company into Roberds
                  Inc., effective August 31, 1994, filed as Exhibit 2.5 to
                  Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1994 and incorporated herein by reference.

3.1               Amended  Articles of Incorporation of Registrant, filed 
                  January 10, 1994, as Exhibit 4.1 to Registrant's Form S-8,
                  Registration File No. 33-73900, and incorporated herein by
                  reference.

3.2               Amended Code of Regulations of Registrant, filed January 10,
                  1994, as Exhibit 4.2 to Registrant's Form S-8, Registration
                  File No. 33-73900, and incorporated herein by reference.

4.1               Amended Articles of Incorporation of Registrant (filed as 
                  Exhibit 3.1).

4.2               Amended Code of Regulations of Registrant (filed as Exhibit
                  3.2).

4.3.1             Amended specimen certificate for Registrant's Common Shares,
                  reflecting the change in stock transfer agent to National
                  City Bank, Cleveland, Ohio, effective November 1, 1995, filed
                  as Exhibit 4.3.1 to Registrant's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1995, and incorporated
                  herein by reference.

4.4               Excluded from the exhibits are certain agreements relating to
                  long term debt which, individually, do not exceed 10% of the
                  total assets of Registrant. Registrant hereby undertakes to
                  furnish a copy of such agreements upon request by the
                  Commission.

10.1#             Roberds, Inc. 1993 Stock Incentive Plan, filed October 1, 1993
                  as Exhibit 10.1 to Registrant's Form S-1, Registration File
                  No. 33-69876, and incorporated herein by reference.

10.1.1#           Amendment to Roberds, Inc. 1993 Stock Incentive Plan, filed as
                  Exhibit 99.1 to Registrant's Form S-8, File No. 33-97262,
                  filed September 25, 1995, and incorporated herein by
                  reference.

10.1.2#           Amendment to Roberds, Inc. 1993 Stock Incentive Plan,
                  referred to in Exhibit 10.1, effective as of November 1,
                  1996, and filed as Exhibit 10.1.2 to Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1996, and incorporated herein by reference.

10.2#             Roberds, Inc. Employee Stock Purchase Plan, filed October 1,
                  1993 as Exhibit 10.2 to Registrant's Form S-1, Registration
                  File No. 33-69876, and incorporated herein by reference.

10.2.1#           Amendment to Roberds, Inc. Employee Stock Purchase Plan,
                  referred to in Exhibit 10.2, effective as of November 1,
                  1996, and filed as Exhibit 10.2.1 to Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1996, and incorporated herein by reference.


                                      10
<PAGE>   11




10.2.2#           Amendment to Roberds, Inc. Employee Stock Purchase Plan,
                  referred to in Exhibit 10.2, effective as of May 13, 1997,
                  and filed as Exhibit 99.1 to Registrant's Form S-8,
                  Registration File No. 333-37829, and incorporated herein by
                  reference.

10.3#             Roberds, Inc. 1993 Outside Director Stock Option Plan, filed 
                  October 1, 1993 as Exhibit 10.3 to Registrant's Form S-1,
                  Registration File No. 33-69876, and incorporated herein by
                  reference.

10.3.1#           Amendment to Roberds, Inc. 1993 Outside Director Stock Option
                  Plan, referred to in Exhibit 10.3, effective as of November
                  1, 1996, and filed as Exhibit 10.3.1 to Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1996, and incorporated herein by reference.

10.3.2#           Roberds, Inc. Profit Sharing and Employee Retirement Savings 
                  Plan, as amended, filed as Exhibit 99 to Registrant's Form
                  S-8, Registration File No. 33-81086, and incorporated herein
                  by reference.

10.3.2.1#         Roberds, Inc. Profit Sharing and Employee Retirement Savings
                  Plan, as adopted March 26, 1997, and filed as Exhibit 99 to
                  Registrant's Form S-8, Registration File No. 333-43977, and
                  incorporated herein by reference.

10.3.3#           Roberds, Inc. Amended and Restated Deferred Compensation Plan
                  for Outside Directors, effective 1996, filed as Exhibit
                  10.3.2 to Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1995, and incorporated herein
                  by reference.

10.3.3.1#         Amendment to Roberds, Inc. Amended and Restated Deferred
                  Compensation Plan for Outside Directors, referred to in
                  Exhibit 10.3.3, effective as of February 27, 1996, and filed
                  as Exhibit 10.3.3.1 to Registrant's Annual Report on Form
                  10-K for the fiscal year ended December 31, 1996, and
                  incorporated herein by reference.

10.3.3.2#         Amendment to Roberds, Inc. Amended and Restated Deferred
                  Compensation Plan for Outside Directors, referred to in
                  Exhibit 10.3.3, effective as of November 1, 1996, and filed
                  as Exhibit 99.1 to Registrant's Form S-8, Registration File
                  No. 333-19903, and filed as Exhibit 10.3.3.2 to Registrant's
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1996, and incorporated herein by reference.

10.4.1            Lease Agreement dated April 1, 1990 among Registrant, Kenneth
                  W. Fletcher and Donald C. Wright, relating to Registrant's
                  facility located at 1000 East Central Avenue, West
                  Carrollton, Ohio, and amendments thereto, filed October 1,
                  1993 as Exhibit 10.4.1 to Registrant's Form S-1, Registration
                  File No. 33-69876, and incorporated herein by reference.

10.4.1.1          Assignment and Assumption Agreement in connection with the
                  transfer of ownership of Registrant's facility located at
                  1000 East Central Avenue, West Carrollton, Ohio from Kenneth
                  W. Fletcher and Donald C. Wright, an Ohio general
                  partnership, to Kenneth W. Fletcher, individually, and
                  assigning Registrant's related lease of the property to Mr.
                  Fletcher, all effective January 1, 1995, and filed as Exhibit
                  10.4.1.1 to Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1994 and incorporated herein
                  by reference.

10.4.1.2          Assignment and Assumption Agreement in connection with the
                  transfer of ownership of Registrant's facility located at
                  1000 East Central Avenue, West Carrollton, Ohio from Kenneth
                  W. Fletcher, individually, to DAF Investments LTD., an Ohio
                  limited liability company controlled by Mr. Fletcher, and
                  assigning Registrant's related lease of the property to DAF
                  Investments LTD., all effective January 1, 1995, and filed as
                  Exhibit 10.4.1.2 to Registrant's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1994 and incorporated
                  herein by reference.



                                      11


<PAGE>   12



10.4.1.3          Assignment and Assumption of Lease in connection  with the 
                  transfer of ownership of Registrant's facility located at
                  1000 East Central Avenue, West Carrollton, Ohio from DAF
                  Investments LTD., an Ohio limited liability company
                  controlled by Mr. Kenneth W. Fletcher, to DAF West Carrollton
                  Plaza, LTD., an Ohio limited liability company controlled by
                  Mr. Fletcher, and assigning Registrant's related lease of the
                  property to DAF West Carrollton Plaza, LTD., effective
                  January 14, 1997, and filed as Exhibit 10.4.1.3 to
                  Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1996, and incorporated herein by
                  reference.

10.4.2            Lease Agreement dated April 1, 1990 among Registrant, Kenneth
                  W. Fletcher and Donald C. Wright, relating to Registrant's
                  facility located at 1100 East Central Avenue, West
                  Carrollton, Ohio, and amendments thereto, filed October 1,
                  1993 as Exhibit 10.4.2 to Registrant's Form S-1, Registration
                  File No. 33-69876, and incorporated herein by reference.

10.4.2.1          Assignment and Assumption Agreement in connection with the
                  transfer of ownership of Registrant's facility located at
                  1100 East Central Avenue, West Carrollton, Ohio from Kenneth
                  W. Fletcher and Donald C. Wright, an Ohio general
                  partnership, to Kenneth W. Fletcher, individually, and
                  assigning Registrant's related lease of the property to Mr.
                  Fletcher, all effective January 1, 1995, and filed as Exhibit
                  10.4.2.1 to Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1994 and incorporated herein
                  by reference.

10.4.2.2          Assignment and Assumption Agreement in connection with the 
                  transfer of ownership of Registrant's facility located at
                  1100 East Central Avenue, West Carrollton, Ohio from Kenneth
                  W. Fletcher, individually, to DAF Investments LTD., an Ohio
                  limited liability company controlled by Mr. Fletcher, and
                  assigning Registrant's related lease of the property to DAF
                  Investments LTD., all effective January 1, 1995, and filed as
                  Exhibit 10.4.2.2 to Registrant's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1994 and incorporated
                  herein by reference.

10.4.2.3          Assignment and Assumption of Lease in connection with the 
                  transfer of ownership of Registrant's facility located at
                  1100 East Central Avenue, West Carrollton, Ohio from DAF
                  Investments LTD., an Ohio limited liability company
                  controlled by Mr. Kenneth W. Fletcher, to DAF West Carrollton
                  Plaza, LTD., an Ohio limited liability company controlled by
                  Mr. Fletcher, and assigning Registrant's related lease of the
                  property to DAF West Carrollton Plaza, LTD., effective
                  January 14, 1997, and filed as Exhibit 10.4.2.3 to
                  Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1996, and incorporated herein by
                  reference.

10.4.3            Lease Agreement dated June 1, 1988 among Registrant, Kenneth
                  W. Fletcher and Donald C. Wright, relating to Registrant's
                  Piqua, Ohio facility, and amendments thereto, filed October
                  1, 1993 as Exhibit 10.4.3 to Registrant's Form S-1,
                  Registration File No. 33-69876, and incorporated herein by
                  reference.

10.4.3.1          Assignment and Assumption Agreement in connection with the
                  transfer of ownership of Registrant's Piqua, Ohio facility
                  from Kenneth W. Fletcher and Donald C. Wright, an Ohio
                  general partnership, to Donald C. Wright, individually, and
                  assigning Registrant's related lease of the property to Mr.
                  Wright, all effective January 1, 1995 and filed as Exhibit
                  10.4.3.1 to Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1994 and incorporated herein
                  by reference.

10.4.4            Lease Agreement dated April 1, 1988 among Registrant, Kenneth
                  W. Fletcher and Donald C. Wright, relating to Registrant's
                  Richmond, Indiana facility, and amendments thereto, filed
                  October 1, 1993 as Exhibit 10.4.4 to Registrant's Form S-1,
                  Registration File No. 33-69876, incorporated herein by
                  reference.



                                      12


<PAGE>   13



10.4.4.1          Assignment and Assumption Agreement in connection with the
                  transfer of ownership of Registrant's Richmond, Indiana
                  facility from Kenneth W. Fletcher and Donald C. Wright, an
                  Ohio general partnership, to Donald C. Wright, individually,
                  and assigning Registrant's related lease of the property to
                  Mr. Wright, all effective January 1, 1995, and filed as
                  Exhibit 10.4.4.1 to Registrant's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1994 and incorporated
                  herein by reference.

10.4.5            Lease Agreement dated March 1, 1992 among Registrant, Kenneth
                  W. Fletcher and Donald C. Wright, relating to Registrant's
                  Springfield, Ohio facility, and amendments thereto, filed
                  October 1, 1993 as Exhibit 10.4.5 to Registrant's Form S-1,
                  Registration File No. 33-69876, and incorporated herein by
                  reference.

10.4.5.1          Assignment and Assumption of Leases transferring ownership of
                  Registrant's Springfield, Ohio facility from Kenneth W.
                  Fletcher and Donald C. Wright, an Ohio general partnership,
                  to Springfield Properties, Inc., an Ohio corporation owned by
                  Messrs. Fletcher and Wright, and assigning Registrant's
                  related lease of the property to Springfield Properties,
                  Inc., all effective November 16, 1994, and filed as Exhibit
                  10.4.5.1 to Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1994, and incorporated herein
                  by reference.

10.4.6            Lease Agreement dated March 1, 1987 between Registrant and
                  Howard Investments, a partnership owned by the Initial
                  Shareholders, relating to Registrant's Norcross, Georgia
                  facility, filed October 1, 1993 as Exhibit 10.4.6 to
                  Registrant's Form S-1, Registration File No. 33-69876, and
                  incorporated herein by reference.

10.4.6.1          Amendments to Lease Agreement between Registrant and Howard
                  Investments, referred to in Exhibit 10.4.6, effective
                  December 20, 1995, pursuant to a sale of the property by
                  Howard Investments to 800 Broadway and Ponce de Leon Stores,
                  which are unrelated to the Company and the Initial
                  Shareholders, filed as Exhibit 10.4.6.1 to Registrant's
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1995, and incorporated herein by reference.

10.4.7            Lease Agreement dated March 1, 1987 between Registrant and
                  Howard Investments, a partnership owned by the Initial
                  Shareholders, relating to Registrant's Marietta, Georgia
                  facility, filed October 1, 1993 as Exhibit 10.4.7 to
                  Registrant's Form S-1, Registration File No. 33-69876, and
                  incorporated herein by reference.

10.4.8            Lease Agreement dated November 1, 1987 between Registrant and
                  Howard Investments, a partnership owned by the Principal
                  Shareholders, relating to Registrant's Forest Park, Georgia
                  facility, and amendments thereto, filed October 1, 1993 as
                  Exhibit 10.4.8 to Registrant's Form S-1, Registration File
                  No. 33-69876, and incorporated herein by reference.

10.4.9            Rent-Up Guarantee Agreement, filed October 1, 1993 as Exhibit
                  10.4.9 to Registrant's Form S-1, Registration File No.
                  33-69876, and incorporated herein by reference.

10.5              Tax Indemnification Agreement among Kenneth W. Fletcher, 
                  Donald C. Wright, Howard W. Smith, and Registrant, filed
                  October 1, 1993 as Exhibit 10.5 to Registrant's Form S-1,
                  Registration File No. 33-69876, and incorporated herein by
                  reference.

10.6.2            Inventory Financing and Security Agreement between Whirlpool
                  Financial Corporation and Registrant, filed October 1, 1993
                  as Exhibit 10.6.2 to Registrant's Form S-1, Registration File
                  No. 33-69876, and incorporated herein by reference.



                                      13



<PAGE>   14


10.6.3            Business Loan Agreement between Bank One, Dayton, NA and
                  Registrant, dated November 23, 1993, for up to $30 million.
                  Filed as Exhibit 10.6.3 to Registrant's Form 10-K for the
                  fiscal year ended December 31, 1993, and incorporated herein
                  by reference.

10.6.3.1          Amendment to Business Loan Agreement between Bank One,
                  Dayton, NA and Registrant, dated April 20, 1994, amending the
                  agreement referred to in Exhibit 10.6.3, and filed as Exhibit
                  10.6.3.1 to Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1994, and incorporated herein
                  by reference.

10.6.3.2          Amendment to Amended and Restated Business Loan Agreement
                  between Bank One, Dayton, NA and Registrant, dated December
                  7, 1994, amending the agreement referred to in Exhibit
                  10.6.3, and filed as Exhibit 10.6.3.2 to Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1994, and incorporated herein by reference.

10.6.3.3          Amendment to Amended and Restated Business Loan Agreement
                  between Bank One, Dayton, NA and Registrant, dated October
                  13, 1995, amending the agreement referred to in Exhibit
                  10.6.3, filed as Exhibit 10.6.3.3 to Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1995, and incorporated herein by reference.

10.6.3.4          Amendment to Amended and Restated Business Loan Agreement
                  between Bank One, Dayton, NA and Registrant, dated as of June
                  29, 1996, amending the agreement referred to in Exhibit
                  10.6.3, filed as Exhibit 10.6.3.4 to Registrant's Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1996, and incorporated herein by reference.

10.6.3.5          Second Amendment to Amended and Restated Business Loan
                  Agreement between Bank One, Dayton, NA and Registrant, dated
                  December 31, 1996, amending the agreement referred to in
                  Exhibit 10.6.3.4, filed as Exhibit 10.6.3.5 to Registrant's
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1996, and incorporated herein by reference.

10.6.3.6          Amendment to Second Amended and Restated Business Loan
                  Agreement between Bank One, Dayton, NA and Registrant, dated
                  February 27, 1997, amending the agreement referred to in
                  Exhibit 10.6.3, filed as Exhibit 10.6.3.6 to Registrant's
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1996, and incorporated herein by reference.

10.6.3.7.1        Second Amendment to Second Amended and Restated Business Loan
                  Agreement between Bank One, NA, successor by merger of Bank
                  One, Dayton, NA, and Registrant, dated as of June 30, 1997,
                  amending the agreement referred to in Exhibit 10.6.3, filed
                  as Exhibit 10 to Registrant's Quarterly Report on Form 10-Q
                  for the quarter ended September 30, 1997, and incorporated
                  herein by reference.

10.6.3.7.2        Third Amendment to Second Amended and Restated Business Loan
                  Agreement between Bank One, NA, successor by merger of Bank
                  One, Dayton, NA, and Registrant, dated as of June 30, 1998,
                  amending the agreement referred to in Exhibit 10.6.3, filed
                  as Exhibit 10 to Registrant's Quarterly Report on Form 10-Q
                  for the quarter ended September 30, 1998, and incorporated
                  herein by reference.

10.6.3.7.3        Fourth Amendment to Second Amended and Restated Business Loan
                  Agreement between Bank One, NA, successor by merger of Bank
                  One, Dayton, NA, and Registrant, dated as of December 31,
                  1998, amending the agreement referred to in Exhibit 10.6.3,
                  filed herewith.



                                      14

<PAGE>   15



10.6.4            Term loan agreement between Bank One, Dayton, NA and
                  Registrant, dated November 8, 1994, for up to $7 million, and
                  filed as Exhibit 10.6.4 to Registrant's Annual Report on Form
                  10-K for the fiscal year ended December 31, 1994, and
                  incorporated herein by reference.

10.7              Amended and Restated Private Label Revolving Plan Agreement
                  between Registrant and Bank One, Dayton, N.A., filed October
                  1, 1993 as Exhibit 10.7 to Registrant's Form S-1,
                  Registration File No. 33-69876, and incorporated herein by
                  reference. Portions of the Exhibit have been omitted pursuant
                  to a request by Registrant for confidential treatment. During
                  1998, the period of confidentiality was extended through
                  2003.

10.7.1            Amended and Restated Private Label Revolving Credit Plan
                  Agreement between Registrant and Bank One, NA, dated as of
                  June 17, 1998, filed as Exhibit 10.2 to Registrant's
                  Quarterly Report on Form 10-Q for the fiscal period ended
                  June 30, 1998, and incorporated herein by reference.

10.8              Loan and Security Agreement between Registrant and BankBoston
                  Retail Finance Inc., dated March 3, 1999, filed herewith.

10.9#             Letter Agreements Limiting Salary and Bonus of Messrs.
                  Fletcher, Wright and Smith, filed November 12, 1993 as
                  Exhibit 10.9 to Registrant's Amendment No. 3 to Form S-1,
                  Registration File No. 33-69876, and incorporated herein by
                  reference.

10.10#            Registrant's Executive Compensation Plan, adopted in 1994,
                  effective for the 1995 calendar year, filed as Exhibit 10.10
                  to Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1994 and incorporated herein by
                  reference.

10.10.1#          Registrant's Amended and Restated Executive Compensation
                  Plan, as amended for the 1996 calendar year, amending the
                  Plan referred to in Exhibit 10.10 above, and filed as Exhibit
                  10.10.1 to Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1995, and incorporated herein
                  by reference.

10.10.2#          Registrant's Seconded Amended and Restated Executive
                  Compensation Plan, as amended for the 1997 calendar year,
                  amending the Plan referred to in Exhibit 10.10.1 above, filed
                  as Exhibit 10.10.2 to Registrant's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1996, and incorporated
                  herein by reference.

10.10.3#          Registrant's Third Amended and Restated Executive
                  Compensation Plan, as amended for the 1998 calendar year,
                  amending the Plan referred to in Exhibit 10.10.2 above, filed
                  as Exhibit 10.10.3 to Registrant's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1997, and incorporated
                  herein by reference..

10.11.1#          Employment Agreement, dated as of March 1, 1996, between
                  Registrant and Charles H. Palko, Vice President-Appliances,
                  filed as Exhibit 10.11.1 to Registrant's Annual Report on
                  Form 10-K for the fiscal year ended December 31, 1996, and
                  incorporated herein by reference.

10.11.2#          Employment Agreement, dated as of July 10, 1996, between
                  Registrant and Michael E. Ray, President-Tampa Market, filed
                  as Exhibit 10.11.2 to Registrant's Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1996, and incorporated
                  herein by reference.



                                      15

<PAGE>   16



10.11.3#          Employment Agreement, dated as of May 27, 1997, between
                  Registrant and Billy D. Benton, Executive Vice
                  President-Operations, filed as Exhibit 10.11.3 to
                  Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1997, and incorporated herein by reference.

10.11.4#          Consulting Agreement, dated as of December 1, 1997, between
                  Registrant and Kenneth W. Fletcher, Chairman of the Board,
                  filed as Exhibit 10.11.4 to Registrant's Annual Report on
                  Form 10-K for the year ended December 31, 1997, and
                  incorporated herein by reference.

10.11.5#          Employment Agreement, dated July 6, 1998, between Registrant
                  and Melvin H. Baskin, Chief Executive Officer, filed as
                  Exhibit 10.1 to Registrant's Report on Form 10-Q for the
                  quarterly period ended September 30, 1998, and incorporated
                  herein by reference.

21                Subsidiary of Registrant, filed as Exhibit 21 to Registrant's
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1994 and incorporated herein by reference.

*23               Independent Auditors' Consent.

24                Powers of attorney.

27                Financial Data Schedules


*        Exhibits electronically filed herewith.
**       Exhibits incorporated by reference for the first time.
#        Constitutes a "management contract or compensatory plan or 
         arrangement," pursuant to Item 14(a)(3),(c).





                                      16

<PAGE>   17



                                 EXHIBIT INDEX
                                 -------------

<TABLE>
<S>               <C>
23                Independent Auditors' Consent.

</TABLE>