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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Ames Department Stores, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
030789 2 200
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
August 16, 1994
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box: /_/
Check the following box if a fee is being paid with this
statement: /X/
Page 1 of 16 pages
Exhibit Index appears on page 12
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SCHEDULE 13D
CUSIP No. 030789 2 200 Page 2 of 16 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN & CO., L.P. 13-3321472
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 952,820 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 952,820 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
952,820 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. 030789 2 200 Page 3 of 16 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 433,578 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 433,578 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
433,578 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 030789 2 200 Page 4 of 16 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS, L.P. 13-3544838
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 952,820 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 952,820 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
952,820 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. 030789 2 200 Page 5 of 16 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS INC. 13-3537972
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,386,398 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,386,398 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,386,398 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 030789 2 200 Page 6 of 16 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
PF, AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
50,000 (See Item 5)
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,386,398 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 50,000 (See Item 5)
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,386,398 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,436,398 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
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Schedule 13D
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement") relates
to the Common Stock and Priority Common Stock, $.01 par value
(collectively, the "Common Stock"), of Ames Department Stores,
Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 2418 Main Street,
Rocky Hill, Connecticut 06067.
Item 2. Identity and Background.
(a) - (c) This Statement is being filed by Dickstein &
Co., L.P. ("Dickstein & Co."), Dickstein International Limited
("Dickstein International"), Dickstein Partners, L.P. ("Dickstein
Partners"), Dickstein Partners Inc. ("Dickstein Inc.") and Mark
Dickstein. Dickstein & Co., Dickstein International, Dickstein
Partners, Dickstein Inc. and Mark Dickstein are collectively
referred to as the "Reporting Persons."
Dickstein & Co. is a Delaware limited partnership
engaged in certain investment activities, including, but not
limited to, (i) the purchase of marketable and non-marketable
securities and other obligations of bankrupt or near bankrupt
companies, (ii) risk arbitrage transactions undertaken in
connection with, among other things, mergers and acquisitions and
(iii) the purchase of securities in entities which appear to be
undervalued.
Dickstein International is a limited liability, open
end investment fund incorporated as an international business
company in the Territory of the British Virgin Islands.
Dickstein International engages in certain investment activities
similar in nature to the activities engaged in by Dickstein & Co.
Dickstein Partners is a Delaware limited partnership
and is the general partner of Dickstein & Co. As such, Dickstein
Partners makes all investment and trading decisions for Dickstein
& Co.
Dickstein Inc. is a Delaware corporation and is the
general partner of Dickstein Partners and the advisor to
Dickstein International. In its capacity as advisor, Dickstein
Inc. makes all investment and trading decisions for Dickstein
International.
Mark Dickstein is the president and sole director of
Dickstein Inc.
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The business address and the address of the principal
executive office of each of Dickstein & Co., Dickstein Partners
and Dickstein Inc. is 9 West 57th Street, New York, New York
10019. The business address and the address of the principal
executive office of Dickstein International is 129 Front Street,
Hamilton HM 12, Bermuda. The business address of Mark Dickstein
is c/o Dickstein Partners, 9 West 57th Street, New York, New York
10019.
The name, business address and present principal
occupation or employment of each of the executive officers and
directors of Dickstein Inc., including Mark Dickstein, are set
forth on Schedule I annexed hereto, which is incorporated herein
by reference.
(d) - (e) During the last five years, none of the
Reporting Persons, and, to the best knowledge of the Reporting
Persons, none of the persons listed on Schedule I hereto, has
been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with
respect to such laws.
(f) Each natural person identified in this Item 2 is a
citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The cost of the shares of Common Stock reported owned
by Dickstein & Co. and Dickstein International was funded out of
each such entity's working capital, which may, at any given time,
include margin loans made by brokerage firms in the ordinary
course of business. In each case, a portion of the reported
shares was acquired in exchange for certain of the Company's debt
obligations and pre-petition trade payables pursuant to the
Company's Third Amended and Restated Joint Plan of Reorganiza-
tion, dated October 23, 1992 (the "POR"). Other shares were
purchased in the open market. Giving effect to certain sales of
the Common Stock made by each such entity, the total cost of the
reported shares by Dickstein & Co. and Dickstein International
was $2,518,133 and $1,288,485, respectively. All of the shares
of Common Stock reported owned by Mark Dickstein were acquired in
the open market with his personal funds. Giving effect to
certain sales of the Common Stock made by Mr. Dickstein, the
total cost of the shares reported by Mr. Dickstein was $104,598.
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Item 4. Purpose of Transaction.
The Reporting Persons acquired beneficial ownership of
the shares of Common Stock to which this statement relates for
investment. Pursuant to the POR, Dickstein & Co. and Dickstein
International have the right to receive $815,800 in deferred
payments.
The Reporting Persons may acquire additional shares of
Common Stock or other securities of the Company or sell or
otherwise dispose of any or all of the shares of Common Stock or
other securities of the Company beneficially owned by them. The
foregoing is subject to limitations on the acquisition and
transfer of shares of Common Stock contained in Article FIFTH of
the Company's Amended and Restated Certificate of Incorporation.
The Reporting Persons may take any other action with respect to
the Company or any of its debt or equity securities in any manner
permitted by law.
Except as disclosed in this Item 4, the Reporting
Persons have no current plans or proposals which relate to or
would result in any of the events described in Items (a) through
(j) of the instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons own an aggregate of
1,436,398 shares of Common Stock, representing approximately 7.1%
of the shares of Common Stock.[1] Dickstein & Co. beneficially
owns 952,820 of such shares of Common Stock (approximately 4.7%
of the shares outstanding); Dickstein International owns 433,578
of such shares of Common Stock (approximately 2.2% of the shares
outstanding); and Mark Dickstein owns 50,000 of such shares of
Common Stock (approximately .2% of the shares outstanding) in
addition to the shares owned by Dickstein & Co. and Dickstein
International, which Mr. Dickstein may be deemed to beneficially
own. (See Item 5(b)).
Upon the resolution of the Company's pre-petition
claims, Dickstein & Co. and Dickstein International may be
_____________
[1] Based on 20,127,269 shares of Common Stock reported to be
outstanding on June 1, 1994 as set forth in the Company's
Quarterly Report on Form 10-Q for the quarter ended April
30, 1994. As of such date the Company had 17,727,787
shares of Common Stock, $.01 par value, and 2,399,482
shares of Priority Common Stock, $.01 par value,
outstanding, which the Reporting Persons believe should be
deemed one class of equity securities for purposes of
Section 13(d) of the Securities Exchange Act of 1934.
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entitled to receive additional shares of Common Stock, although
the amount and timing of the receipt of such additional shares
cannot be determined at this time.
The following other persons identified in response to
Item 2 own shares of Common Stock: Mark Kaufman owns 1,000
shares and David Brail owns 20,000 shares.
(b) By reason of its position as general partner of
Dickstein & Co., Dickstein Partners may be deemed to possess the
power to vote and dispose of the shares of Common Stock
beneficially owned by Dickstein & Co. By reason of its position
as general partner of Dickstein Partners and advisor to Dickstein
International, Dickstein Inc. may be deemed to possess the power
to vote and dispose of the shares of Common Stock beneficially
owned by Dickstein & Co. and Dickstein International. By reason
of his position as president and sole director of Dickstein Inc.,
Mark Dickstein may be deemed to possess the power to vote and
dispose of the shares of Common Stock beneficially owned by
Dickstein & Co. and Dickstein International. Pursuant to Rule
13d-4 promulgated under the Securities Exchange Act of 1934, as
amended, (i) Dickstein & Co. disclaims beneficial ownership of
all shares of Common Stock beneficially owned by Dickstein
International, (ii) Dickstein International disclaims beneficial
ownership of all shares of Common Stock beneficially owned by
Dickstein & Co. and (iii) each of Dickstein Partners, Dickstein
Inc. and Mark Dickstein disclaims beneficial ownership of the
shares of Common Stock beneficially owned by Dickstein & Co. and
Dickstein International other than those shares in which they
have a pecuniary interest.
Messrs. Dickstein, Kaufman and Brail possess the sole
power to vote and dispose of shares of Common Stock owned by
them, respectively.
(c) Except as set forth on Schedule II annexed hereto,
none of the persons identified in Item 2 has acquired any of the
Company's securities during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Agreement of joint filing pursuant to Rule
13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended.
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SIGNATURE
After reasonable inquiry and to the best
knowledge and belief of the undersigned, the undersigned
certifies that the information set forth in this Statement is
true, complete and correct.
Dated: August 23, 1994
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein & Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
agent of Dickstein International
Limited
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Mark Dickstein
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
1 Agreement of joint filing pursuant to 15
Rule 13d-1(f) promulgated under the
Securities Exchange Act of 1934, as amended
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SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
DICKSTEIN PARTNERS INC. ("DICKSTEIN INC.")
The name and present principal occupation or employment
of each of the executive officers and directors of Dickstein Inc.
is set forth below. The business address of each such person is
c/o Dickstein Partners, 9 West 57th St., New York, New York
10019.
Name and Present Principal
Position Occupation or Employments Held
Mark Dickstein President and Sole Director of
President and Dickstein Inc.
Sole Director
David Brail Vice President of Dickstein Inc.
Vice President
Tod Black Vice President of Dickstein Inc.
Vice President
Edward Farr Vice President of Dickstein Inc.
Vice President
Mark Kaufman Vice President of Dickstein Inc.
Vice President
Arthur Wrubel Vice President of Dickstein Inc.
Vice President
Samuel Katz Vice President of Dickstein Inc.
Vice President
Mark Brodsky Vice President of Dickstein Inc.
Vice President
Alan S. Cooper Vice President and General Counsel of
Vice President Dickstein Inc.
General Counsel
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SCHEDULE II
TRANSACTIONS IN COMMON
STOCK OF AMES DEPARTMENT STORES, INC.
DURING THE PRECEDING 60 DAYS
Shares Purchased by Dickstein & Co., L.P.
Number of
Shares Price per Total
Date Purchased share Commission Cost
7/27/94 56,000 3.232 25.00 181,017.00
8/01/94 7,500 3.500 25.00 26,275.00
8/10/94 140,000 3.313 25.00 463,775.00
8/11/94 77,000 3.313 25.00 255,087.50
8/16/94 173,000 3.188 25.00 551,462.50
8/22/94 75,000 3.000 25.00 225,025.00
Shares Purchased by Dickstein International Limited
Number of
Shares Price per Total
Date Purchased share Commission Cost
7/27/94 14,000 3.232 25.00 45,273.00
8/01/94 7,500 3.500 25.00 26,275.00
8/10/94 40,000 3.313 25.00 132,525.00
8/11/94 23,000 3.313 25.00 76,212.50
8/16/94 77,000 3.188 25.00 245,462.50
8/22/94 175,000 3.000 25.00 525,025.00
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EXHIBIT 1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the
Securities Exchange Act of 1934, the undersigned persons hereby
agree to file with the Securities and Exchange Commission the
Statement on Schedule 13D (the "Statement") to which this
Agreement is attached as an exhibit, and agree that such
Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of August 23, 1994.
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein & Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
agent of Dickstein International
Limited
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Mark Dickstein
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DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
General Partner of Dickstein
Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS INC.
By: Alan Cooper, Vice President
/s/ Alan Cooper
Name: Alan Cooper
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