<PAGE>   1

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-K/A

   [X]          AMENDMENT NUMBER 2 TO ANNUAL REPORT PURSUANT TO
           SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1997

   [ ]         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, 1998, 6,043,615 common shares, without
par value, were outstanding. Of these, 1,537,517 common shares, having an
aggregate market value (based upon the average of the high and low trading
prices on that date) of approximately $4,324,267 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 1998 annual meeting of
shareholders are incorporated into Part III herein by reference.



                                    1 of 28
<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, 1997 to include the following
information, financial statements, and exhibits required by Form 11-K with
respect to the Roberds, Inc. Profit Sharing and Employee Retirement Savings Plan
("Plan") for the year ended December 31, 1997. Roberds, Inc. is the issuer of
some 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. PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN


                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        ----

<S>                                                                                        <C>
Independent Auditors' Report                                                                3

Financial Statements as of December 31, 1997 and 1996 and for the 
  Year Ended December 31, 1997:

     Statements of Net Assets Available for Plan Benefits                                   4

     Statement of Changes in Net Assets Available for Plan Benefits                         5

     Notes To Financial Statements                                                          6

Supplemental Schedules as of December 31, 1997 and for the Year 
  Then Ended:

     Item 27(a) - Schedule of Assets Held for Investment Purposes                          10

     Item 27(d) - Schedule of Reportable Transactions-
       Single in Excess of Five Percent of Plan Assets                                     11

     Item 27(d) - Schedule of Reportable Transactions-
       Series in Excess of Five Percent of Plan Assets                                     12
</TABLE>




                                    2 of 28
<PAGE>   3





INDEPENDENT AUDITORS' REPORT


Participants and Plan Administrator
Roberds, Inc. Profit Sharing and Employee
  Retirement Savings Plan:

We have audited the accompanying statements of net assets available for plan
benefits of Roberds, Inc. Profit Sharing and Employee Retirement Savings Plan
("Plan") as of December 31, 1997 and 1996 and the related statements of changes
in net assets available for plan benefits 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 net assets available for benefits of the Plan at December 31, 1997
and 1996, and the changes in net assets available for plan benefits for the
years then ended, in conformity with generally accepted accounting principles.

Our audit of the Plan's financial statements as of and for the year ended
December 31, 1997 was made for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental schedules, listed in the
foregoing table of contents, are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements for the year
ended December 31, 1997, and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.



/s/ Deloitte & Touche LLP

Dayton, Ohio
May 28, 1998



                                    3 of 28
<PAGE>   4



ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1997 AND 1996
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                          1997              1996
<S>                                                                   <C>               <C>        
INVESTMENTS (Note C):
  Mutual Funds, at fair value:
    Equity                                                            $ 4,315,759       $
    Corporate bonds                                                       464,977
    U.S. Government Securities                                              4,946
    Money market                                                        2,346,432
  Roberds Inc. common stock                                                67,418
  Pooled separate accounts, at fair value:
    Equity                                                                                3,311,527
    Corporate bonds                                                                         352,510
    U.S. Government Securities                                                                  200
    Money market                                                                             51,829
  Deposit administrative account, at contract value                                       2,526,501
  Participants loans                                                      323,511           213,815
                                                                      -----------       -----------

          Total investments                                             7,523,043         6,456,382

  Receivables:
    Employer contributions                                                 86,740            80,945
    Participant contributions                                              77,296            73,126
                                                                      -----------       -----------

          Total receivables                                               164,036           154,071
                                                                      -----------       -----------

  Cash surrender value of life insurance                                                    101,626
                                                                      -----------       -----------

          Total assets                                                  7,687,079         6,712,079
                                                                      -----------       -----------

LIABILITIES - Excess contributions                                         20,464            74,186
                                                                      -----------       -----------

NET ASSETS AVAILABLE FOR PLAN BENEFITS                                $ 7,666,615       $ 6,637,893
                                                                      ===========       ===========
</TABLE>


See notes to financial statements.



                                    4 of 28
<PAGE>   5

ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1997 AND 1996
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                              1997             1996

<S>                                                       <C>               <C>       
ADDITIONS (Note D):
  Investment income:
    Net appreciation in fair value of investment          $  348,951        $  515,396
    Dividends and interest                                   498,005           157,776
                                                          ----------        ----------

          Total investment income                            846,956           673,172

  Employer contributions                                      91,290            80,945
  Participant contributions                                  840,449           851,998
  Participant rollover contributions                          26,215            93,959
                                                          ----------        ----------

          Total additions                                  1,804,910         1,700,074

DEDUCTIONS (Note D):
  Benefits paid to participants                              774,522           499,192
  Fund expenses                                                1,666
  Other                                                                        100,476
                                                          ----------        ----------

          Total deductions                                   776,188           599,668

NET INCREASE IN ASSETS AVAILABLE FOR PLAN BENEFITS         1,028,722         1,100,406

NET ASSETS AVAILABLE FOR PLAN BENEFITS:
  Beginning of year                                        6,637,893         5,537,487
                                                          ----------        ----------

  End of year                                             $7,666,615        $6,637,893
                                                          ==========        ==========
</TABLE>



See notes to financial statements.


                                    5 of 28
<PAGE>   6


ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
--------------------------------------------------------------------------------


A.    PLAN DESCRIPTION

      The following brief description of the Roberds, Inc. Profit Sharing and
      Employee Retirement Savings Plan ("Plan") provides only general
      information. Participants should refer to the Plan agreement for more
      complete information.

      GENERAL - The Plan is a defined contribution 401(k) profit sharing plan
      which covers all full-time employees of Roberds, Inc. ("Company") who are
      age 21 and older. Each year the Company may make discretionary
      contributions as determined by its Board of Directors. The Plan is subject
      to provisions of the Employment Retirement Income Security Act of 1974
      ("ERISA"). The Plan's administrator is Roberds, Inc. Effective April 1,
      1997, the Merrill Lynch Trust Company replaced Union Central Life
      Insurance Company as the Plan recordkeeper. In addition, investment
      options available to Plan participants changed due to the change in Plan
      recordkeeper.

      PARTICIPANTS' ACCOUNTS - Participants may contribute up to 20% of their
      annual wages, subject to current Internal Revenue Service limitations. The
      Board of Directors of the Company has the discretion to determine the
      amount that the Company will contribute, in addition to the participants'
      deferral amounts, up to a maximum of 25% of the first six percent of each
      participant's pay that they contribute to the Plan. This match was 15% of
      the first 6% of each eligible participant's compensation contributed to
      the Plan in 1997 and 1996. This matching contribution is made in Roberds,
      Inc. common stock. Participants' accounts are credited with the
      participants' contribution and an allocation of (a) the Company's
      contributions, (b) investment net earnings, and (c) forfeitures of
      terminated participants' nonvested accounts. Allocations are based on
      participant wages, as defined. As of December 31, 1997, approximately
      $43,000 of forfeited amounts had not yet been allocated.

      Participants may designate investment of their 401(k) account balance in
      the following funds:

      -    Merrill Lynch Retirement Preservation Trust - invests in Guaranteed
           Investment Contracts and in U.S. government and agency securities.

      -    Merrill Lynch Corporate Bond Fund, Inc. - Intermediate Term Portfolio
           - invests in corporate bonds.

      -    Merrill Lynch Federal Securities Trust - invests in U.S. government
           and agency securities.

      -    Merrill Lynch Capital Fund, Inc. - invests in equity, debt, and
           convertible securities.


                                    6 of 28
<PAGE>   7



      -    Merrill Lynch Global Allocation Fund, Inc. - invests in U.S. and
           foreign equity, debt and money market securities.

      -    Merrill Lynch Basic Value Fund, Inc. - invests in equity securities.

      -    Merrill Lynch Growth Fund - invests in equity securities.

      -    Merrill Lynch Equity Index Trust - invests in equity securities.

      -    Ivy International Fund - invests in equity securities traded in
           European, Pacific Basin, and Latin American markets.

      -    AIM Constellation Fund - invests in equity securities.

      -    MFS Emerging Growth Fund - invest in equity securities.

      -    Roberds, Inc. Common Stock

      Participants may change their investment options daily.

      VESTING - Participants are 100% vested in their voluntary contributions,
      plus actual earnings thereon. Participants are 100% vested (cliff vesting)
      in employer contributions after five years of service with the Company.

      PARTICIPANTS' LOANS - Participants may borrow from their fund accounts a
      minimum of $500 up to a maximum equal to the lesser of $50,000 or 50% of
      their account balance. Loan transactions are treated as a transfer to
      (from) the investment fund from (to) the participant loan fund. Loan terms
      range up to five years. The loans are secured by the balance in the
      participant's account and bear interest at the prime rate of interest,
      plus 1%. Principal and interest are paid through monthly payroll
      deductions.

      PAYMENT OF BENEFITS - Upon termination of service, a participant may elect
      distribution by payment in a lump sum equal to the value of the
      participant's account or by payment in monthly, quarterly or annual
      installments over certain fixed periods of time.

      TERMINATION - Although the Company has not expressed an intention to do
      so, the Plan may be terminated at the option of the Company at any time
      subject to the provisions of ERISA. If terminated, participants' vested
      interest will be distributed in accordance with the Plan.



B.    SIGNIFICANT ACCOUNTING POLICIES

      BASIS OF ACCOUNTING - The Plan's financial statements are maintained on
      the accrual basis.

      INVESTMENT VALUATION AND INCOME RECOGNITION - Mutual funds and pooled
      separate accounts are stated at fair value. Participant loans are valued
      at cost which approximates fair value. Gains and losses on investment
      transactions are determined by the weighted average method.

      ADMINISTRATIVE EXPENSES are paid by the Company.



                                    7 of 28
<PAGE>   8


      PAYMENT OF BENEFITS are recorded when paid.

      USE OF ESTIMATES - The preparation of financial statements in conformity
      with generally accepted accounting principles requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the
      date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from
      those estimates.

      RECLASSIFICATIONS - Certain amounts in the 1996 financial statements have
      been reclassified to conform with the 1997 presentation.



C.    INVESTMENTS

      Investments at contract or fair value exceeding five percent of the net
      assets of the Plan at December 31, 1997 and 1996 were:


<TABLE>
<CAPTION>
                                                                                       1997            1996

<S>                                                                                <C>             <C>        
Merrill Lynch Retirement Preservation Trust                                        $ 2,346,432     $
Merrill Lynch Corporate Bond Fund, Inc. - Intermediate Term Portfolio                  464,977
Merrill Lynch Global Allocation Fund, Inc.                                             439,433
Merrill Lynch Basic Value Fund, Inc.                                                 1,763,059
Merrill Lynch Growth Fund                                                              621,094
Ivy International Fund                                                                 378,032
AIM Constellation Fund                                                                 691,411
Union Central Life Insurance Company:
  Insurance deposit account                                                                          2,526,501
  Carillon Equity Fund                                                                               1,612,808
  Carillon Bond Fund                                                                                   352,510
  Carillon Capital Fund                                                                                471,721
  American 20th Century Ultra Fund                                                                     607,803
Other  (less than 5%)                                                                  818,605         885,039
                                                                                   ------------    -----------

Total                                                                              $ 7,523,043     $ 6,456,382
                                                                                   ============    ===========
</TABLE>


                                    8 of 28
<PAGE>   9


D.     SUPPLEMENTAL FUND INFORMATION

      Participants and employer contributions, benefits paid to participants,
      dividends and interest, net appreciation (depreciation) in fair value of
      investments and fund expenses by fund are as follows for the year ended
      December 31, 1997:



<TABLE>
<CAPTION>
                                                                                                     NET
                                                                                                APPRECIATION
                                                                                                (DEPRECIATION)
                                               PARTICIPANT                 BENEFITS   DIVIDENDS    IN FAIR
                                 PARTICIPANT    ROLLOVER      EMPLOYER      PAID TO      AND       VALUE OF       FUND
                                CONTRIBUTIONS CONTRIBUTIONS CONTRIBUTIONS PARTICIPANTS INTEREST   INVESTMENTS   EXPENSES

<S>                               <C>           <C>         <C>            <C>        <C>         <C>          <C>    
Merrill Lynch Retirement
   Preservation Trust Fund        $ 115,796      $ 2,674     $ 4,550       $ 211,409  $ 109,740       $ 219       $ 69
Merrill Lynch Corporate Bond
  Fund, Inc. - Intermediate Term
  Portfolio                          38,323                                    8,399     17,115      12,684        125
Merrill Lynch Federal Securities
  Trust                               5,499                                       50        145          64          7
Merrill Lynch Capital Fund, Inc.      5,171                                       84      1,052         224
Merrill Lynch Global Allocation
  Fund, Inc.                         60,941        2,953                      18,164     58,501     (11,034)       210
Merrill Lynch Basic Value
  Fund, Inc.                        183,074        9,238                     182,573    143,857     353,183        435
Merrill Lynch Growth Fund            70,682                                   15,075     49,988      (2,755)       166
Merrill Lynch Equity Index
  Trust                              12,861        3,598                         136                  3,593         11
Ivy International Fund               19,109          645                         517      5,237     (32,564)         2
AIM Constellation Fund              123,703          931                      79,970     50,001      74,400        457
MFS Emerging Growth Fund             66,488        2,327                      16,131      3,102      28,485        173
Roberds, Inc. common stock            6,039                   86,740           2,135                (17,673)        11
Participant loans                                  3,849                      25,498     21,685
Insurance deposit account            13,710                                   87,298     34,661
Carillon Equity Fund                 20,122                                   54,057                (37,166)
Carillon Bond Fund                    6,936                                    2,814                   (261)
Money Market Fund                     4,354                                    2,311      2,921
Carillon Capital Fund                13,884                                   28,910                 (4,748)
Carillon Government Securities
  Fund                                1,080                                      221                     (4)
Neuberger & Berman Guardian
  Trust Fund                         21,788                                   15,528                    108
Neuberger & Berman Genesis Trust
  Fund                               13,068                                    3,656                 (2,843)
American 20th Century Select
  Fund                                8,976                                    5,854                  2,175
American 20th Century Ultra
  Fund                               27,716                                   13,732                (17,189)
Scudder International Fund            1,129                                                              53
                                  ---------     --------    --------       ---------  ---------   ---------    -------

                                  $ 840,449     $ 26,215    $ 91,290       $ 774,522  $ 498,005   $ 348,951    $ 1,666
                                  =========     ========    ========       =========  =========   =========    =======
</TABLE>


E.    INCOME TAX STATUS

      The Plan has received a determination letter from the Internal Revenue
      Service dated April 23, 1998 indicating that the Plan qualifies under the
      Internal Revenue Code, Section 401(a), and is therefore not subject to tax
      under present law. The Plan's administrator has indicated that no changes
      have been made to the plan that would violate this tax-exempt status.
      Therefore, no provision for income taxes has been included in the Plan's
      financial statements.

                                   * * * * * *


                                    9 of 28
<PAGE>   10


ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
--------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                UNITS/NUMBER                            FAIR
                                                                  OF SHARES           COST              VALUE
<S>                                                               <C>              <C>               <C>       
MUTUAL FUNDS:
  Merrill Lynch Retirement Preservation Trust Fund                2,346,575        $2,346,213        $2,346,432
  Merrill Lynch Corporate Bond Fund, Inc. -
    Intermediate Term Portfolio                                      40,223           453,966           464,977
  Merrill Lynch Federal Securities Trust                                507             4,889             4,946
  Merrill Lynch Capital Fund, Inc.                                      726            24,844            25,068
  Merrill Lynch Global Allocation Fund, Inc.                         31,077           459,240           439,433
  Merrill Lynch Basic Value Fund, Inc.                               47,547         1,554,910         1,763,059
  Merrill Lynch Growth Fund                                          21,678           626,450           621,094
  Merrill Lynch Equity Index Trust                                    1,026            63,867            67,101
  Ivy International Fund                                              9,686           409,322           378,032
  AIM Constellation Fund                                             26,210           657,780           691,411
  MFS Emerging Growth Fund                                            9,137           307,236           330,561
  Roberds, Inc. common stock                                         22,473            83,957            67,418
  Participants loans (interest rates ranging from 8.25% -
    10% with various maturities through December 2002)              323,511           323,511           323,511
                                                                                   ----------        ----------

                                                                                   $7,316,185        $7,523,043
                                                                                   ==========        ==========
</TABLE>



                                    10 of 28
<PAGE>   11


ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS  - SINGLE IN EXCESS OF FIVE 
PERCENT OF PLAN ASSETS YEAR ENDED DECEMBER 31, 1997
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                    PURCHASES                                   SALES
                                              ----------------------    -----------------------------------------------

                                               NUMBER OF                    NUMBER OF
                                               SHARES OR                    SHARES OR                              GAIN
              DESCRIPTION                      PRINCIPAL     AMOUNT         PRINCIPAL     PROCEEDS       COST     (LOSS)

<S>                                            <C>         <C>              <C>          <C>          <C>         <C>
AIM Constellation Fund                            26,075   $ 626,593                     $            $

Merrill Lynch Retirement Preservation Trust
  Fund                                         2,555,570   2,555,570

Merrill Lynch Basic Value Fund, Inc.              59,704   1,880,675

Merrill Lynch Corporate Bond Fund, Inc. -
  Intermediate Term Portfolio                     31,957     356,642

Merrill Lynch Global Allocation Fund, Inc.        30,444     446,313

Union Central Life Insurance Company - Deposit
  administrative account                                                    2,489,894    2,489,894    2,489,984
</TABLE>


                                    11 of 28
<PAGE>   12


ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS  - SERIES IN EXCESS OF FIVE 
PERCENT OF PLAN ASSETS YEAR ENDED DECEMBER 31, 1997
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         PURCHASES                               SALES
                                                   ----------------------    ---------------------------------------------

                                                      NUMBER                  NUMBER
                                                     OF TRANS-               OF TRANS-                              GAIN
                                                      ACTIONS   AMOUNT        ACTIONS    PROCEEDS       COST       (LOSS)

<S>                                                     <C>  <C>                 <C>    <C>          <C>          <C>
Merrill Lynch Retirement Preservation Trust             204  $ 2,931,253         163    $ 585,041    $ 585,041    $
Merrill Lynch Basic Value Fund, Inc.                    108    2,372,730         147      962,256      817,629     144,627
MFS Emerging Growth Fund                                 70      346,713          68       44,637       39,477       5,160
AIM Constellation Fund                                  102      852,459         148      234,651      194,679      39,972
Ivy International Fund                                   49      437,873          13       27,278       28,651      (1,373)
Merrill Lynch Corporate Bond Fund, Inc.- Intermediate
  Term Portfolio                                         47      522,162          71       69,909       68,235       1,674
Merrill Lynch Growth Fund                                70      708,920          63       84,887       82,287       2,600
Merrill Lynch Global Allocation Fund, Inc.               65      585,089          93      134,563      125,790       8,773
Union Central Life Insurance Company - Deposit
  administration account                                  4       76,760           7    2,637,921    2,637,921
</TABLE>



                                    12 of 28
<PAGE>   13



                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment Number 2 to the
Annual Report on Form 10-K for the fiscal year ended December 31, 1997 to be
signed on its behalf by the undersigned, thereunto duly authorized.


ROBERDS, INC., by

/s/ James F. Robeson*
------------------------------------------
James F. Robeson, its
Chief Executive Officer and President



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



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



        
*By   /s/ Robert M. Wilson
   -----------------------------------
Robert M. Wilson,
Attorney in fact


ROBERDS, INC. PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN, by



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

June 18, 1998



                                    13 of 28
<PAGE>   14



                                     PART IV
                                     -------

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

(a)(3)     Exhibits
--------------------

2.3               Stock Purchase Agreement among Registrant, Kenneth W. Fletcher
                  and Donald C. Wright transferring all of the outstanding
                  shares of Roberds Service Company to Registrant, filed October
                  1, 1993 as Exhibit 2.3 to Registrant's Form S-1, Registration
                  File No. 33-69876, and incorporated herein by reference.

2.4               Stock Purchase Agreement among Registrant, Kenneth W. Fletcher
                  and Donald C. Wright transferring all of the outstanding
                  shares of Roberd Insurance Agency, Inc. to Registrant, filed
                  October 1, 1993 as Exhibit 2.4 to Registrant's Form S-1,
                  Registration File No. 33-69876, and incorporated herein by
                  reference.

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               Specimen certificate for Registrant's Common Shares, filed
                  October 1, 1993 as Exhibit 4.3 to Registrant's Form S-1,
                  Registration File No. 33-69876, and incorporated herein by
                  reference.

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.


                                    14 of 28
<PAGE>   15



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.

10.2.2#           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 


                                    15 of 28
<PAGE>   16


                  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.

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


                                    16 of 28
<PAGE>   17


                  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.

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.



                                    17 of 28
<PAGE>   18


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.

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 re-


                                    18 of 28
<PAGE>   19


                  ferred 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          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.

10.6.4            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.

10.8.1            Termination of Stock Redemption Agreement dated September 24,
                  1993 between Roberds Service Company and shareholders of
                  Roberds Service Company, filed October 1, 1993 as Exhibit
                  10.8.1 to Registrant's Form S-1, Registration File No.
                  33-69876, and incorporated herein by reference.

10.8.2            Termination of Stock Redemption Agreement dated September 24,
                  1993 between Roberds, Inc. and shareholders of Roberds, Inc.,
                  filed October 1, 1993 as Exhibit 10.8.2 to Registrant's Form
                  S-1, Registration File No. 33-69876, and incorporated herein
                  by reference.

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 herewith.

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 



                                    19 of 28
<PAGE>   20


                  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.

10.11.3#          Employment Agreement, dated as of May 27, 1997, between
                  Registrant and Billy D. Benton, Executive Vice
                  President-Operations, filed herewith.

10.11.4#          Consulting Agreement, dated as of December 1, 1997, between
                  Registrant and Kenneth W. Fletcher, Chairman of the Board,
                  filed herewith.

11                Calculation of pro forma net earnings for the years ended
                  December 31, 1993 and 1992, filed on March 25, 1994, as
                  Exhibit 11 to Registrant's Annual Report on Form 10-K for the
                  year ended December 31, 1993, Commission File Number 0-22702,
                  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).



                                    20 of 28
<PAGE>   21



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


2.3               Stock Purchase Agreement among Registrant, Kenneth W. Fletcher
                  and Donald C. Wright transferring all of the outstanding
                  shares of Roberds Service Company to Registrant, filed October
                  1, 1993 as Exhibit 2.3 to Registrant's Form S-1, Registration
                  File No. 33-69876, and incorporated herein by reference.

2.4               Stock Purchase Agreement among Registrant, Kenneth W. Fletcher
                  and Donald C. Wright transferring all of the outstanding
                  shares of Roberd Insurance Agency, Inc. to Registrant, filed
                  October 1, 1993 as Exhibit 2.4 to Registrant's Form S-1,
                  Registration File No. 33-69876, and incorporated herein by
                  reference.

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               Specimen certificate for Registrant's Common Shares, filed
                  October 1, 1993 as Exhibit 4.3 to Registrant's Form S-1,
                  Registration File No. 33-69876, and incorporated herein by
                  reference.

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 Re-


                                    21 of 28
<PAGE>   22


                  port 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.

10.2.2#           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.



                                    22 of 28
<PAGE>   23


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.

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 



                                    23 of 28
<PAGE>   24


                  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.

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



                                    24 of 28
<PAGE>   25


                  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.

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 



                                    25 of 28
<PAGE>   26


                  Form 10-K for the fiscal year ended December 31, 1996, and 
                  incorporated herein by reference.

10.6.3.7          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.

10.6.4            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.

10.8.1            Termination of Stock Redemption Agreement dated September 24,
                  1993 between Roberds Service Company and shareholders of
                  Roberds Service Company, filed October 1, 1993 as Exhibit
                  10.8.1 to Registrant's Form S-1, Registration File No.
                  33-69876, and incorporated herein by reference.

10.8.2            Termination of Stock Redemption Agreement dated September 24,
                  1993 between Roberds, Inc. and shareholders of Roberds, Inc.,
                  filed October 1, 1993 as Exhibit 10.8.2 to Registrant's Form
                  S-1, Registration File No. 33-69876, and incorporated herein
                  by reference.

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 herewith.

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 


                                    26 of 28
<PAGE>   27


                  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.

10.11.3#          Employment Agreement, dated as of May 27, 1997, between
                  Registrant and Billy D. Benton, Executive Vice
                  President-Operations, filed herewith.

10.11.4#          Consulting Agreement, dated as of December 1, 1997, between
                  Registrant and Kenneth W. Fletcher, Chairman of the Board,
                  filed herewith.

11                Calculation of pro forma net earnings for the years ended
                  December 31, 1993 and 1992, filed on March 25, 1994, as
                  Exhibit 11 to Registrant's Annual Report on Form 10-K for the
                  year ended December 31, 1993, Commission File Number 0-22702,
                  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).



                                    27 of 28