<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, 1996

        [ ]       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. [X]

At the close of trading on January 31, 1997, 5,964,830 common shares, without
par value, were outstanding. Of these, 1,812,789 common shares, having an
aggregate market value (based upon the average of the high and low trading
prices on that date) of approximately $14,955,509, were held by non-affiliates
of the Registrant. Common shares held by each executive officer and director,
and by each person who owns five percent or more of the outstanding common
shares, have been 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 1997 annual meeting of
shareholders are incorporated into Part III herein by reference.


                                      - 1 -


<PAGE>   2



Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the
undersigned registrant (the "Registrant") hereby amends its annual report on
Form 10-K for the fiscal year ended December 31, 1996 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, 1996. 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
                               -----------------

                                                                         Page
                                                                         ----

Independent Auditors' Report                                               3

Financial Statements as of December 31, 1996 and 1995 and for
  the Year Ended December 31, 1996:

      Statements of Net Assets Available for Plan Benefits                 4

      Statement of Changes in Net Assets Available for Plan Benefits       8

      Notes To Financial Statements                                       10

Supplemental Schedules as of December 31, 1996 and for the 
  Year Then Ended:

      Item 27(a) - Schedule of Assets Held for Investment Purposes        12

      Item 27(d) - Schedule of Reportable Transactions Involving a
        Series of Transactions in Excess of Five Percent of Plan Assets   13



                                      - 2 -















<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
(the "Plan") as of December 31, 1996 and 1995 and the related statement of
changes in net assets available for plan benefits for the year ended December
31, 1996. 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, 1996
and 1995, and the changes in net assets available for plan benefits for the year
ended December 31, 1996, in conformity with generally accepted accounting
principles.

The supplemental information by fund is presented for the purpose of additional
analysis of the basic financial statements rather than to present information
regarding the net assets available for plan benefits and changes in net assets
available for plan benefits of the individual funds, and is not a required part
of the basic financial statements. This supplemental information is the
responsibility of the Plan's management. Such supplemental information by fund
has been subjected to the auditing procedures applied in our audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects when considered in relation to the basic financial statements taken as
a whole.

Our audit of the Plan's financial statements as of and for the year ended
December 31, 1996 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, 1996, and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.





DELOITTE & TOUCHE LLP
Dayton, Ohio
June 2, 1997



                                      - 3 -
<PAGE>   4
ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1996
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                   
                                                                                SUPPLEMENTAL INFORMATION BY FUND
                                                          --------------------------------------------------------------------------


                                                          INSURANCE                    FIXED       SHORT-              GOVERNMENT
                                                           DEPOSIT      EQUITY        INCOME       TERM      CAPITAL   SECURITIES
                                                           ACCOUNT      ACCOUNT       ACCOUNT     ACCOUNT    ACCOUNT    ACCOUNT

<S>                                                      <C>          <C>         <C>           <C>          <C>         <C>
INVESTMENTS - The Union Central Life Insurance
  Company (Notes A, B, D and E):
  Deposit Administration
    Contract, at contract value                          $2,526,501   $            $            $            $            $
  Pooled Separate Accounts, at fair value                              1,612,808      352,510       51,829      471,721          200
  Mutual funds
  Loans to participants
                                                         ----------   ----------   ----------   ----------   ----------   ----------
          Total                                           2,526,501    1,612,808      352,510       51,829      471,721          200


CONTRIBUTIONS RECEIVABLE:
  Participants (Note A)                                      17,073       10,036        3,820          956        7,380           88
  Employer                                                   80,945

CASH VALUE OF LIFE INSURANCE                                101,626
                                                         ----------   ----------   ----------   ----------   ----------   ----------
TOTAL ASSETS                                              2,726,145    1,622,844      356,330       52,785      479,101          288

LIABILITY - Excess contributions                             18,096       22,788        6,666           47       10,187
                                                         ----------   ----------   ----------   ----------   ----------   ----------

NET ASSETS AVAILABLE FOR PLAN BENEFITS                   $2,708,049   $1,600,056   $  349,664   $   52,738   $  468,914   $      288
                                                         ==========   ==========   ==========   ==========   ==========   ==========


See notes to financial statements.                                                                                       (Continued)

</TABLE>



                                       
                                     - 4 -



<PAGE>   5
ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1996
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                      SUPPLEMENTAL INFORMATION BY FUND
                                            -------------------------------------------------------------------------------------

                                                                        20TH        20TH
                                             NEUBERGER   NEUBERGER    CENTURY     CENTURY       SCUDDER
                                             & BERMAN   & BERMAN       SELECT      ULTRA    INTERNATIONAL  PARTICIPANT
                                             GUARDIAN    GENESIS      ACCOUNT     ACCOUNT       ACCOUNT      LOANS         TOTAL
<S>                                         <C>        <C>         <C>           <C>         <C>         <C>        <C>           
INVESTMENTS - The Union Central Life
  Insurance Company (Notes A, B, D and E):
  Deposit Administration Contract, at
    contract value                          $          $            $            $           $           $          $    2,526,501
  Pooled Separate Accounts, at fair value                                                                                2,489,068
  Mutual funds                                303,841    134,522      177,712      607,803       3,120                   1,226,998
  Loans to participants                                                                                     213,815        213,815
                                           ---------- ----------   ----------   ----------  ----------   ----------     ---------- 
          Total                               303,841    134,522      177,712      607,803       3,120      213,815      6,456,382

CONTRIBUTIONS RECEIVABLE:
  Participants (Note A)                         9,129      5,536        4,095       14,435         578                      73,126
  Employer                                                                                                                  80,945

CASH VALUE OF LIFE INSURANCE                                                                                               101,626
                                           ---------- ----------   ----------   ----------  ----------   ----------     ---------- 
TOTAL ASSETS                                  312,970    140,058      181,807      622,238       3,698      213,815      6,712,079

LIABILITY - Excess contributions                5,546      2,875        2,114        5,867                                  74,186
                                           ---------- ----------   ----------   ----------  ----------   ----------     ----------  


NET ASSETS AVAILABLE FOR PLAN
  BENEFITS                                 $  307,424 $  137,183   $  179,693   $  616,371  $    3,698   $  213,815     $6,637,893
                                           ========== ==========   ==========   ==========  ==========   ==========     ==========


See notes to financial statements.                                                                                       (Concluded)


</TABLE>





                                      - 5 -



<PAGE>   6
ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                                     SUPPLEMENTAL INFORMATION BY FUND
                                                                    ---------------------------------------------------------------


                                                                    INSURANCE                    FIXED         SHORT-
                                                                    DEPOSIT        EQUITY       INCOME         TERM         CAPITAL
                                                                    ACCOUNT       ACCOUNT       ACCOUNT       ACCOUNT       ACCOUNT

<S>                                                               <C>           <C>           <C>           <C>           <C>       
INVESTMENTS - The Union Central Life Insurance Company 
  (Notes A, B, D and E):
  Deposit Administration Contract, at contract value              $2,512,048    $             $             $             $
  Pooled Separate Accounts, at fair value                                        1,254,723       313,316        52,382       387,349
  Mutual funds
  Loans to participants
                                                                  ----------    ----------    ----------    ----------    ----------

          Total                                                    2,512,048     1,254,723       313,316        52,382       387,349

CONTRIBUTIONS RECEIVABLE - Participants (Note A)                      22,370        11,055         5,470         1,377         7,718

CASH VALUE OF LIFE INSURANCE                                          92,015
                                                                  ----------    ----------    ----------    ----------    ----------
TOTAL ASSETS                                                       2,626,433     1,265,778       318,786        53,759       395,067

LIABILITY - Excess contributions                                       9,308         1,894         6,082         1,223         2,354
                                                                  ----------    ----------    ----------    ----------    ----------
NET ASSETS AVAILABLE FOR
  PLAN BENEFITS                                                   $2,617,125    $1,263,884    $  312,704    $   52,536    $  392,713
                                                                  ==========    ==========    ==========    ==========    ==========


See notes to financial statements.                                                                                       (Continued)
</TABLE>








                                      - 6 -



<PAGE>   7
ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

 
                                                                                SUPPLEMENTAL INFORMATION BY FUND
                                                           ------------------------------------------------------------------------

                                                                                       20TH          20TH
                                                           NEUBERGER   NEUBERGER     CENTURY       CENTURY
                                                           & BERMAN    & BERMAN      SELECT         ULTRA    PARTICIPANT
                                                           GUARDIAN    GENESIS       ACCOUNT        ACCOUNT      LOANS       TOTAL
<CAPTION>
<S>                                                      <C>          <C>          <C>          <C>          <C>         <C>       
INVESTMENTS - The Union Central Life Insurance Company 
  (Notes A, B, D and E):
  Deposit Administration Contract, at contract value     $            $            $            $            $            $2,512,048
  Pooled Separate Accounts, at fair value                                                                                  2,007,770
  Mutual funds                                              155,663       20,889      118,764      420,805                   716,121
  Loans to participants                                                                                         158,666      158,666
                                                         ----------   ----------   ----------   ----------   ----------   ----------
          Total                                             155,663       20,889      118,764      420,805      158,666    5,394,605

CONTRIBUTIONS RECEIVABLE - Participants (Note A)              7,214        1,549        3,753       11,222                   71,728

CASH VALUE OF LIFE INSURANCE                                                                                                 92,015
                                                         ----------   ----------   ----------   ----------   ----------   ----------

TOTAL ASSETS                                                162,877       22,438      122,517      432,027      158,666    5,558,348

LIABILITY - Excess contributions                                                                                             20,861
                                                         ----------   ----------   ----------   ----------   ----------   ----------
NET ASSETS AVAILABLE FOR
  PLAN BENEFITS                                          $  162,877   $   22,438   $  122,517   $  432,027   $  158,666   $5,537,487
                                                         ==========   ==========   ==========   ==========   ==========   ==========


See notes to financial statements.                                                                                       (Concluded)
</TABLE>















                                      - 7 -


<PAGE>   8

ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1996
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                               SUPPLEMENTAL INFORMATION BY FUND
                                                     -----------------------------------------------------------------------------


                                                     INSURANCE                      FIXED          SHORT-               GOVERNMENT
                                                      DEPOSIT        EQUITY        INCOME          TERM        CAPITAL  SECURITIES
                                                      ACCOUNT        ACCOUNT       ACCOUNT        ACCOUNT      ACCOUNT    ACCOUNT
<S>                                                <C>            <C>            <C>           <C>           <C>            <C>
ADDITIONS:
  Investment income:
    Net appreciation in fair value of investments                 $   301,283    $    20,119   $             $    54,398    $     8
    Interest                                           141,747                                       1,949
                                                   -----------    -----------    -----------   -----------   -----------    -------
          Total investment income                      141,747        301,283         20,119         1,949        54,398          8

  Contributions:
    Participants (Note A)                              215,470        153,208         93,426        10,587        82,114        477
     Matching (Employer)                                80,945
                                                   -----------    -----------    -----------   -----------   -----------    -------

          Total additions                              438,162        454,491        113,545        12,536       136,512        485

DEDUCTIONS:
  Benefits paid directly to participants (Note A)      243,399         69,738         23,403        17,261        23,939        164
  Other                                                 38,043         27,662          6,985            93        10,339
                                                   -----------    -----------    -----------   -----------   -----------    -------
          Total deductions                             281,442         97,400         30,388        17,354        34,278        164

TRANSFERS - Interfund                                  (65,796)       (20,919)       (46,197)        5,020       (26,033)       (33)
                                                   -----------    -----------    -----------   -----------   -----------    -------
INCREASE IN NET ASSETS                                  90,924        336,172         36,960           202        76,201        288

NET ASSETS AVAILABLE FOR PLAN BENEFITS -
  Beginning of year                                  2,617,125      1,263,884        312,704        52,536       392,713
                                                   -----------    -----------    -----------   -----------   -----------    -------
NET ASSETS AVAILABLE FOR PLAN BENEFITS -
  End of year                                      $ 2,708,049    $ 1,600,056    $   349,664   $    52,738   $   468,914    $    288
                                                   ===========    ===========    ===========   ===========   ===========    ========


See notes to financial statements.                                                                                       (Continued)
</TABLE>











                                      - 8 -


<PAGE>   9

ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1996
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                         SUPPLEMENTAL INFORMATION BY FUND
                                             --------------------------------------------------------------------------------------

                                                                         20TH       20TH
                                             NEUBERGER    NEUBERGER     CENTURY    CENTURY       SCUDDER
                                             & BERMAN     & BERMAN       SELECT     ULTRA     INTERNATIONAL  PARTICIPANT
                                             GUARDIAN      GENESIS      ACCOUNT    ACCOUNT       ACCOUNT        LOANS          TOTAL
<S>                                        <C>          <C>          <C>          <C>           <C>          <C>          <C>      
ADDITIONS:
  Investment income:
    Net appreciation in fair value of
      investments                          $   37,765   $   16,777   $   24,794   $   60,048    $      204   $            $  515,396
    Interest                                                                                                     14,080      157,776
                                           ----------   ----------   ----------   ----------    ----------   ----------   ----------

          Total investment income              37,765       16,777       24,794       60,048           204       14,080      673,172

  Contributions:
    Participants (Note A)                     115,608       43,779       49,526      178,833         2,929                   945,956
    Matching (Employer)                                                                                                       80,945
                                           ----------   ----------   ----------   ----------    ----------   ----------   ----------

          Total additions                     153,373       60,556       74,320      238,881         3,133       14,080    1,700,073

DEDUCTIONS:
  Benefits paid directly to participants
    (Note A)                                   32,118        5,173       15,408       37,786           305       30,498      499,192
  Other                                         5,561        2,885        2,526        6,381                                 100,476
                                           ----------   ----------   ----------   ----------    ----------   ----------   ----------

          Total deductions                     37,679        8,058       17,934       44,167           305       30,498      599,668

TRANSFERS - Interfund                          28,853       62,247          790      (10,370)          870       71,567
                                           ----------   ----------   ----------   ----------    ----------   ----------   ----------

INCREASE IN NET ASSETS                        144,547      114,745       57,176      184,344         3,698       55,149    1,100,405

NET ASSETS AVAILABLE FOR PLAN
  BENEFITS - Beginning of year                162,877       22,438      122,517      432,027                    158,666    5,537,487
                                           ----------   ----------   ----------   ----------    ----------   ----------   ----------
NET ASSETS AVAILABLE FOR PLAN
  BENEFITS - End of year                   $  307,424   $  137,183   $  179,693   $  616,371    $    3,698   $  213,815   $6,637,893
                                           ==========   ==========   ==========   ==========    ==========   ==========   ==========


See notes to financial statements.                                                                                      (Concluded)

        
</TABLE>












                                      - 9 -



<PAGE>   10



ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN


NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1996
--------------------------------------------------------------------------------

A.   PLAN DESCRIPTION

     The following brief description of the Roberds, Inc. Profit Sharing and
     Employee Retirement Savings Plan (the "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. (the "Company") who
     are age 21 or older. Each year the Company may make discretionary
     contributions as deemed 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. and the recordkeeper
     is Union Central Life Insurance Company (Union Central) (see Note E).

     PARTICIPANTS' ACCOUNTS - Participants may contribute up to 20% of their
     annual wages, subject to current Internal Revenue Service limitations. In
     addition, effective January 1, 1996, the Company will match a percentage of
     the first six percent of each participant's pay that they contribute to the
     Plan as determined annually by its Board of Directors. This amount will be
     made in Roberds common stock. Participants' accounts are credited with the
     participants' contribution and an allocation of (a) the Company's
     contributions, (b) Plan net earnings, and (c) forfeitures of terminated
     participants' nonvested accounts. Allocations are based on participant
     wages, as defined. As of 12/31/97, $43,000 of forfeited amounts had not
     been allocated.

     VESTING - Participants are 100% vested in their voluntary contributions,
     plus actual earnings thereon. Participants are 100% vested (cliff vesting)
     in the remainder of the contributions after five years of participation in
     the Plan.

     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 ratably 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 a reasonable fixed period 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.

     INVESTMENTS - Participants may invest their deposits in an Insurance
     Deposit Account, Equity Account, Fixed Income Account, Short-Term Account,
     Capital Account, Government Securities Account, Neuberger & Berman Guardian
     Fund, Neuberger & Berman Genesis Fund, 20th Century Select Account, 20th
     Century Ultra Account, Scudder International Account or a combination
     thereof as offered by Union Central. Participants may also elect to invest
     their deposits in common shares of Roberds, Inc. (see Note E).

                                     - 10 -


<PAGE>   11



B.   SIGNIFICANT ACCOUNTING POLICIES

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

     INVESTMENT VALUATION AND INCOME RECOGNITION - Investments in pooled
     separate accounts are stated at fair values based on amounts quoted by the
     insurance carrier. The deposit administration contract is stated at
     contract value, which approximates fair value. Mutual funds are stated at
     fair value. Participant notes receivable 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.

     LIFE INSURANCE - Participants may elect to purchase individual life
     insurance policies with up to 25% of the contributions to their accounts.
     Premiums paid under these contracts were $6,540 for the year ended December
     31, 1996.

C.   INCOME TAX STATUS

     The Plan has received a determination letter from the Internal Revenue
     Service dated December 15, 1995 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.

D.   INVESTMENTS

     Investments at contract or fair value exceeding five percent of the net
     assets of the Plan at December 31, 1996 and 1995 were:

<TABLE>
<CAPTION>

                                                        1996                 1995
     <S>                                          <C>                  <C>           
     Union Central Life Insurance Company:
       Insurance Deposit account                  $    2,526,501       $    2,512,048
       Equity account                                  1,612,808            1,254,723
       Fixed income account                              352,510              313,316
       Capital account                                   471,721              387,349
       20th Century Ultra account                        607,803              420,805
</TABLE>




E.   SUBSEQUENT EVENT

     Effective April 1, 1997, Merrill Lynch replaced Union Central Life
     Insurance Company as the Plan's recordkeeper. As a result, the former plan
     investment options have been eliminated and replaced by the Merrill Lynch
     Retirement Preservation Trust, Merrill Lynch Global Allocation Fund, Inc.,
     Merrill Lynch Corporate Bond Fund, Inc. - Intermediate Term Portfolio,
     Merrill Lynch Basic Value Fund, Inc., Merrill Lynch Federal Securities
     Trust, MFS Emerging Growth Fund, Merrill Lynch Growth Fund, AIM
     Constellation Fund, and Ivy International Fund. Participants balances by
     investment option at March 31, 1997 were transferred to the respective
     Merrill Lynch funds with the most similar characteristics.

                                  * * * * * *

                                     - 11 -


<PAGE>   12



ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
--------------------------------------------------------------------------------


                                                                  FAIR OR
                                                   HISTORICAL     CONTRACT
                                                      COST         VALUE 
UNION CENTRAL LIFE INSURANCE COMPANY:
  Insurance Deposit Accounts                       $2,526,501   $2,526,501
  Equity Account                                      855,128    1,612,808
  Fixed Income Account                                246,788      352,510
  Short-Term Account                                   45,237       51,829
  Capital Account                                     336,044      471,721
  Government Securities Account                           226          200
  Neuberger & Berman Guardian                         235,832      303,841
  Neuberger & Berman Genesis                          115,638      134,522
  20th Century Select Account                         135,884      177,712
  20th Century Ultra Account                          416,452      607,803
  Scudder International Account                         2,916        3,120
  Participant Loans (interest rates ranging from
    8.25% - 10%, with various maturities through
    May 7, 2001)                                      213,815      213,815
                                                   ----------   ----------   

TOTAL INVESTMENTS                                  $5,130,461   $6,456,382
                                                   ==========   ==========









                                     - 12 -


<PAGE>   13






ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN

ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS INVOLVING A
SERIES OF TRANSACTIONS IN EXCESS OF FIVE PERCENT OF PLAN ASSETS
YEAR ENDED DECEMBER 31, 1996
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>


                                           Purchases       Sales     Proceeds    Gain/Loss
<S>                                       <C>           <C>         <C>           <C>
UNION CENTRAL LIFE INSURANCE
  COMPANY - Insurance Deposit Accounts    $ 389,823     $  375,370  $ 375,370     $

</TABLE>
















                                     - 13 -


<PAGE>   14
                                     PART IV


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

(a)(3)         EXHIBITS
------         --------

2.1            Certificate and Agreement of Merger between Dayton Factory
               Service, Inc. and Registrant, filed October 1, 1993 as Exhibit
               2.1 to Registrant's Form S-1, Registration File No. 33-69876, and
               incorporated herein by reference.

2.2            Certificate and Agreement of Merger between Roberds of Atlanta,
               Inc. and Registrant, filed October 1, 1993 as Exhibit 2.2 to
               Registrant's Form S-1, Registration File No. 33-69876, and
               incorporated herein by reference.

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-1, File No. 33-97262, filed
               September 25, 1995, and incorporated herein by reference.




                                      -14-
<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
               herewith.

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
               herewith.

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 herewith.

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.

10.3.3#        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 herewith.

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 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.

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 incorporated herein
               by reference and filed herewith.



                                      -15-
<PAGE>   16


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 incorporated herein
               by reference and filed herewith.

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.



                                      -16-
<PAGE>   17

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.

10.6.1         Amended and Restated Security Agreement between Registrant and
               Chrysler First Commercial Corporation, filed October 1, 1993 as
               Exhibit 10.6.1 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.

                                      -17-
<PAGE>   18

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, and filed
               herewith.

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, and
               filed herewith.

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, and
               filed herewith.

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 filed herewith.

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, and filed herewith.

10.11.1#       Employment Agreement, dated as of March 1, 1996, between
               Registrant and Charles H. Palko, Vice President-Appliances, and
               filed herewith.

10.11.2#       Employment Agreement, dated as of July 10, 1996, between
               Registrant and Michael E. Ray, President-Tampa Market, and 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.



                                      -18-
<PAGE>   19

*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).


                                      -19-
<PAGE>   20




                                   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, 1996 to be
signed on its behalf by the undersigned, thereunto duly authorized.

ROBERDS, INC., by

/s/ Kenneth W. Fletcher*
------------------------------------------
Kenneth W. Fletcher, 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

     /s/ Robert M. Wilson
*By
   ---------------------------------------
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 25, 1997



                                      -20-
<PAGE>   21




                                  EXHIBIT INDEX

2.1            Certificate and Agreement of Merger between Dayton Factory
               Service, Inc. and Registrant, filed October 1, 1993 as Exhibit
               2.1 to Registrant's Form S-1, Registration File No. 33-69876, and
               incorporated herein by reference.

2.2            Certificate and Agreement of Merger between Roberds of Atlanta,
               Inc. and Registrant, filed October 1, 1993 as Exhibit 2.2 to
               Registrant's Form S-1, Registration File No. 33-69876, and
               incorporated herein by reference.

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.



                                      -21-
<PAGE>   22

10.1.1#        Amendment to Roberds, Inc. 1993 Stock Incentive Plan, filed as
               Exhibit 99.1 to Registrant's Form S-1, 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
               herewith.

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
               herewith.

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 herewith.

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.

10.3.3#        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 herewith.

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 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.

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 incorporated herein
               by reference and filed herewith.



                                      -22-
<PAGE>   23


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 incorporated herein
               by reference and filed herewith.

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.



                                      -23-
<PAGE>   24

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.

10.6.1         Amended and Restated Security Agreement between Registrant and
               Chrysler First Commercial Corporation, filed October 1, 1993 as
               Exhibit 10.6.1 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.



                                      -24-
<PAGE>   25

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, and filed
               herewith.

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, and
               filed herewith.

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, and
               filed herewith.

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 filed herewith.

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, and filed herewith.

10.11.1#       Employment Agreement, dated as of March 1, 1996, between
               Registrant and Charles H. Palko, Vice President-Appliances, and
               filed herewith.

10.11.2#       Employment Agreement, dated as of July 10, 1996, between
               Registrant and Michael E. Ray, President-Tampa Market, and 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.



                                      -25-
<PAGE>   26

*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).



                                      -26-