AMES DEPARTMENT STORES INC
8-K, 1994-11-23
VARIETY STORES
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<PAGE> 




                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549


                               FORM 8-K

                            CURRENT REPORT

                PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934



    Date of Report (Date of earliest event reported):  November 23, 1994
    ---------------------------------------------------------------------
                                                      (November 23, 1994)


                     Ames Department Stores, Inc.
        ------------------------------------------------------ 
        (Exact Name of Registrant As Specified In Its Charter)


                                Delaware                  
            ----------------------------------------------
            (State Or Other Jurisdiction Of Incorporation)


         1-5380                                 04-2269444           
  ------------------------         ----------------------------------
  (Commission File Number)          (IRS Employer Identification No.)


   2418 Main Street; Rocky Hill, Connecticut             06067-0801
   -----------------------------------------             ---------- 
   (Address Of Principal Executive Offices)              (Zip Code)


                            (203) 257-2000                    
         ----------------------------------------------------  
         (Registrant's Telephone Number, Including Area Code)


                            Not Applicable                        
     -------------------------------------------------------------
     (Former Name Or Former Address, If Changed Since Last Report)








                        Exhibit Index on Page 4

                    Page 1 of 7 (Including Exhibit)

<PAGE>
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ITEM 5: OTHER EVENTS

        Beginning on November 23, 1994, Ames Department Stores, Inc. ("the
        Company") will distribute to its banks and other lenders,
        principal trade vendors and factors, summaries of its unaudited
        financial results for the four and thirty-nine weeks ended October
        29, 1994.  These monthly and year-to-date results (collectively,
        the "monthly results") are attached hereto as Exhibit 20 and are
        incorporated by reference herein.

        Compared with the projections contained in the Form 8-K dated May
        27, 1994 (referred to herein as the "Plan"), sales for the four
        weeks ended October 29, 1994 were $6.7 million less than Plan and
        EBITDA (as defined in Exhibit 20) was $5.2 million less than Plan
        and $2.9 million less than last year.  In October, the unfavorable
        sales variance was primarily due to shortfalls in apparel and
        jewelry categories.  Apparel sales in October were affected by a
        weak apparel market throughout most of the industry and by
        unseasonably warm weather.  October's gross margin rate was also
        less than Plan due primarily to the unfavorable mix of sales. 
        Store non-payroll, advertising, field and home office expenses
        were less than Plan in October.  October's net loss of $1.6
        million included a $2.5 million provision, before income tax
        benefit, for the estimated costs associated with the planned
        closing of the Company's distribution center in Clinton,
        Massachusetts.  

        Sales for the thirty-nine weeks ended October 29, 1994 were $34.6
        million less than Plan and EBITDA was $10.3 million less than Plan
        but $8.4 million greater than last year. The year-to-date
        unfavorable sales variance was due primarily to shortfalls in
        ladies apparel, crafts, and convenience goods.  The lower
        year-to-date gross margin rate was due to higher-than-planned
        markdowns, particularly in apparel.  The unfavorable impact on the
        year-to-date EBITDA from the lower-than-planned sales and gross
        margin rate was partially offset by lower-than-planned expenses.  
        Year-to-date store, field and home office expenses were all less
        than Plan.    

        As of October 29, 1994, LIFO inventories were $58.8 million
        greater than Plan, primarily in hardline categories.  This
        variance was due primarily to the sales shortfall, special
        purchases and the Company's decision to temporarily build
        inventory levels above those projected in the Plan to support
        several new sales promotions for the Fall and Christmas seasons. 
        Trade payables were $59.5 million greater than Plan due primarily
        to the higher-than-planned inventory purchases and improved
        payment terms.  Outstanding borrowings under the Company's
        revolving line of credit as of October 29, 1994 were $3.7 million
        greater than Plan. 









                              Page 2 of 7

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        The Company is distributing the monthly results to its banks and
        other lenders, principal trade vendors and factors to facilitate
        their credit analyses.  The summary results SHOULD NOT BE RELIED
        UPON FOR ANY OTHER PURPOSE and should be read in conjunction with
        the Company's Form 10-K for the fiscal year ended January 29,
        1994, the Company's Form 10-Q for the first and second fiscal
        quarters ended April 30 and July 30, 1994, respectively, the
        Company's Form 10-Q to be filed for the third fiscal quarter ended
        October 29, 1994, and the Company's Form 8-K dated May 27, 1994. 
        The monthly results are being reported publicly solely because
        they are being distributed to a large number of the Company's
        vendors for purposes of their credit analyses.

        During the pendency of its reorganization case, the Company
        disclosed publicly its monthly results through filings with the
        Office of the U.S. Bankruptcy Trustee and continued to report
        publicly its monthly results during the fiscal year ended January
        29, 1994.  Although the Company expects to continue to make its
        monthly results public for the fiscal year ending January 28,
        1995, the Company does not believe it is obligated to provide such
        information indefinitely, other than as required by applicable
        regulations, and the Company may cease making such disclosures and
        updates at any time.  The monthly results were not examined,
        reviewed or compiled by the Company's independent certified public
        accountants.  Moreover, the Company does not believe that it is
        obligated to update the monthly results to reflect subsequent
        events or developments.  The reported monthly results are subject
        to future adjustments, if any, that could materially affect such
        results.  However, in the opinion of the Company, the monthly
        results contain all adjustments (consisting of normal recurring
        adjustments) necessary for a fair statement of the results for the
        periods presented.  


ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

        Exhibit:  20     Unaudited Financial Summary Results for the Four
                         and Thirty-nine Weeks Ended October 29, 1994.
                 



















                              Page 3 of 7


<PAGE>
<PAGE>



                           INDEX TO EXHIBITS







                                                         
      Exhibit No.               Exhibit                       Page No.
      -----------               -------                       --------


         20          Unaudited Financial Summary Results          6
                     for the Four and Thirty-nine Weeks  
                     Ended October 29, 1994.








































                              Page 4 of 7


<PAGE>
<PAGE>



                              SIGNATURES




        Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.  







                                           AMES DEPARTMENT STORES, INC.
                                           ----------------------------
                                           Registrant





Dated:  November 22, 1994                  By: /s/ Joseph R. Ettore        
                                           ---------------------------- 
                                              Joseph R. Ettore
                                              President, Director, and
                                              Chief Executive Officer



Dated:  November 22, 1994                  By: /s/ John F. Burtelow        
                                           ----------------------------  
                                              John F. Burtelow
                                              Executive Vice President,
                                              Chief Financial Officer



Dated:  November 22, 1994                  By: /s/ William C. Najdecki     
                                           ----------------------------  
                                              William C. Najdecki
                                              Senior Vice President,
                                              Chief Accounting Officer












                              Page 5 of 7




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<TABLE>
                             AMES DEPARTMENT STORES, INC.           Exhibit 20
                              OCTOBER RESULTS VS. PLAN              Page 1 of 2
                                   MANAGEMENT FORMAT
                                      (Unaudited)
                                     (In Millions)
<CAPTION>
                                 October 1994         Fiscal 1995 Year-to-Date
                             Actual  Plan*  Last Yr**  Actual   Plan*  Last Yr**
<S>                          <C>    <C>     <C>      <C>      <C>      <C>
INCOME SUMMARY:
Net Sales                    $170.6  $177.3   $176.2 $1,438.3 $1,472.9 $1,458.1

FIFO Margin     $              43.1    50.2     47.6    379.9    404.1    392.1
     Margin     %             25.3%   28.3%    27.0%    26.4%    27.4%    26.9%

Total Expenses                 40.6    42.7     42.6    391.2    402.9    403.1

Gain on Dispos. of Properties     -       -      0.8      3.5      1.9      0.8
                             ---------------------------------------------------
EBIT                            2.5     7.5      5.8     (7.8)     3.1    (10.2)

Net Interest Expense            2.4     2.3      2.5     19.6     21.3     20.3
Non-Cash Inc. Tax Prov.(Ben.)  (0.8)    1.7        -     (5.8)    (2.0)       -
Extraordinary Loss (Gain)         -       -     (0.9)     1.5      1.5     (0.9)
Non-Recurring (Gain)-Wertheim     -       -        -    (12.0)   (12.0)       -
Dist. Center Closing Costs      2.5       -        -      2.5        -        -
                             ---------------------------------------------------
Net Income (Loss)             ($1.6)   $3.5     $4.2   ($13.6)   ($5.7)  ($29.6)
                             ===================================================
From EBIT:
Non-Cash SARs Exp.(Credit)     (0.1)      -        -      0.2      1.5        -
Depr/Amort, LIFO, & other,net   0.1     0.2     (0.4)     2.6      0.7     (3.2)
                             ---------------------------------------------------
EBITDA                         $2.5    $7.7     $5.4    ($5.0)    $5.3   ($13.4)
                             ===================================================

BALANCE SHEET SUMMARY:
                                                      Balance at end of Period
                                                      Actual    Plan*  Last Yr**
                                                     ---------------------------
Unrestricted Cash and Cash Equivalents                  $26.9    $30.2    $29.0
Restricted Cash and Cash Equivalents                      0.7      0.5     49.8
Merchandise Inventories, LIFO                           596.9    538.1    578.5
Other Current Assets                                     63.7     58.1     54.7
                                                     ---------------------------
     Total Current Assets                               688.2    626.9    712.0
Net Fixed Assets                                         39.5     51.6     17.8
Other Assets and Deferred Charges                         6.6      5.5      0.5
                                                     ---------------------------
    Total Assets                                       $734.3   $684.0   $730.3
                                                     ===========================

Trade Accounts Payable                                 $200.5   $141.0   $123.4
Short-Term Debt (Revolver)                              153.7    150.0    148.3
Other Current Liabilities                               168.7    179.5    185.6
                                                     ---------------------------
     Total Current Liabilities                          522.9    470.5    457.3
Long-Term Debt                                           41.0     41.4    121.1
Other Long-Term Liabilities                              50.0     48.8     53.2

Unfavorable Lease Liability                              23.4     23.5     25.6
Fresh-start Excess Net Assets (Negative Goodwill)        50.2     50.3     56.5

Paid-In-Capital                                          73.5     67.4     70.1
Retained Earnings (Deficit)                             (26.7)   (17.9)   (53.5)
                                                     ---------------------------
     Total Stockholders' Equity                          46.8     49.5     16.6
                                                     ---------------------------
    Total Liabilities & Equity                         $734.3   $684.0   $730.3
                                                     ===========================

<FN>
          * As reported on Form 8-K dated May 27, 1994.
         ** Last year's (fiscal 1994) income and balance sheet summaries 
            represent 309 stores as compared to 305 stores in October 1994.

NOTE: EBIT is earnings (loss) before net interest expense, income taxes, and 
      non-recurring or extraordinary items. EBITDA is EBIT before depre-
      ciation & amortization, LIFO expense, stock appreciation rights (SARs) 
      accruals, and other non-cash charges.

                                    Page 6 of 7
</TABLE>







<PAGE>
<TABLE>
                      AMES DEPARTMENT STORES, INC.              Exhibit 20
                       OCTOBER RESULTS VS. PLAN                 Page 2 of 2
                            MANAGEMENT FORMAT
                               (Unaudited)
                              (In Millions)

<CAPTION>
                                                             Fiscal 1995
                                           October 1994      Year-to-Date
                                          Actual    Plan*   Actual    Plan*
<S>                                     <C>      <C>      <C>      <C>
CASH FLOW SUMMARY:
Beg. Unrestricted Cash & Cash Equiv.       $31.5    $27.3    $16.5    $26.9

Cash Generated from (Used in) Operations:
   Net Income (Loss)                        (1.6)     3.5    (13.6)    (5.7)
   Non-Cash Income Tax Expense (Benefit)    (0.8)     1.7     (5.8)    (2.0)
   Other                                     2.8      0.5      6.7      5.1
                                        ------------------------------------
Cash from Operations                         0.4      5.7    (12.7)    (2.6)

Changes in Working Capital:
   FIFO Inventory (increase) decrease      (42.7)   (16.8)  (155.4)   (98.2)
   Trade Payables increase (decrease)       55.7     18.9    126.4     66.1
   All Other                               (12.0)    (7.9)   (27.9)   (29.0)
                                        ------------------------------------
Net Changes in Working Capital               1.0     (5.8)   (56.9)   (61.1)

Capital Expenditures                        (1.2)    (1.5)   (21.1)   (30.2)

(Incr) Decr. in Rest. Cash & Cash Equiv.       -      0.2     55.3     57.8

Other:
   Short-Term Borrow. (Pymts) - Revolver    (4.4)     5.0    138.4    130.0
   Payments of Capital Leases               (0.4)    (0.3)    (3.0)    (2.8)
   Payments on Long-Term Debt                  -     (0.4)   (81.8)   (80.4)
   Increase in Deferred Financing Costs        -        -     (7.8)    (7.4)
                                        ------------------------------------
Total Other                                 (4.8)     4.3     45.8     39.4
                                        ------------------------------------

Unrestricted Cash Increase (Decrease)       (4.6)     2.9     10.4      3.3
                                        ------------------------------------

Ending Unrestricted Cash & Cash Equiv.     $26.9    $30.2    $26.9    $30.2
                                        ====================================
<FN>

* As reported on Form 8-K dated May 27, 1994.


                                        Page 7 of 7
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