AMES DEPARTMENT STORES INC
8-K, 1994-09-12
VARIETY STORES
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                    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):  September 12, 1994
                                                       ------------------
                                                      (September 12, 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>


Item 5:  OTHER EVENTS

         Beginning on September 12, 1994, Ames will distribute to its banks 
         and other lenders, principal trade vendors and factors, summaries of 
         its unaudited financial results for the four and thirty weeks ended 
         August 27, 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 August 27, 1994 were $6.3 million less than Plan and EBITDA (as 
         defined in Exhibit 20) was $.9 million less than Plan.  In August, 
         the unfavorable sales variance was primarily due to shortfalls in 
         home products and convenience goods.  The August gross margin rate 
         was also less than Plan due primarily to higher-than-planned 
         markdowns in apparel.  The unfavorable impact on the August EBITDA 
         from the lower-than-planned sales and gross margin rate was partially 
         offset by lower-than-planned expenses.  Store non-payroll, field and 
         home office expenses were all less than Plan in August.

         Sales for the thirty weeks ended August 27, 1994 were $18.5 million 
         less than Plan and EBITDA was $.6 million less than Plan.  The 
         year-to-date unfavorable sales variance was due primarily to 
         shortfalls in 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 and additional gains 
         on property sales.  Year-to-date store, field and home office 
         expenses were all less than Plan.

         As of August 27, 1994, LIFO inventories were $19.3 million greater 
         than Plan, primarily in hardline categories.  The Company decided 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 $26.2 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 August 27, 1994 were $17.9 million less than 
         Plan due primarily to the better-than-planned trade payable terms.

         Ames 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, 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.



                                 Page 2 of 7
<PAGE>



         During the pendency of its reorganization case, Ames 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 Ames 
         expects to continue to make its monthly results public for the fiscal 
         year ending January 28, 1995, Ames does not believe it is obligated 
         to provide such information indefinitely, other than as required by 
         applicable regulations, and Ames may cease making such disclosures 
         and updates at any time.  The monthly results were not examined, 
         reviewed or compiled by Ames' independent certified public 
         accountants.  Moreover, Ames 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 Weeks Ended August 27, 1994.
                  





























                                 Page 3 of 7
<PAGE>





                              INDEX TO EXHIBITS







                                                                    
      Exhibit No.                  Exhibit                           Page No.


          20          Unaudited Financial Summary Results                6
                      for the Four and Thirty Weeks Ended 
                      August 27, 1994.





































                                 Page 4 of 7

<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:  September 12, 1994                 By: /s/ Joseph R. Ettore
                                               ------------------------
                                               Joseph R. Ettore
                                               President, Director, and
                                               Chief Executive Officer



Dated:  September 12, 1994                By: /s/ John F. Burtelow
                                              -------------------------
                                               John F. Burtelow
                                               Executive Vice President,
                                               Chief Financial Officer



Dated:  September 12, 1994                By: /s/ William C. Najdecki
                                              -------------------------
                                               William C. Najdecki
                                               Senior Vice President,
                                               Chief Accounting Officer











                                 Page 5 of 7



<PAGE>
<TABLE>
                             AMES DEPARTMENT STORES, INC.           Exhibit 20
                               AUGUST RESULTS VS. PLAN              Page 1 of 2
                                   MANAGEMENT FORMAT
                                      (Unaudited)
                                     (In Millions)
<CAPTION>
                                  August 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                    $149.9  $156.2   $152.7 $1,076.9 $1,095.4 $1,084.3

FIFO Margin     $              39.1    41.7     39.9    285.5    298.3    290.4
     Margin     %             26.1%   26.7%    26.1%    26.5%    27.2%    26.8%

Total Expenses                 41.7    43.5     43.1    301.2    311.2    308.9

Gain on Dispos. of Properties     -       -        -      3.5      1.9        -
                             ---------------------------------------------------
EBIT                           (2.6)   (1.8)    (3.2)   (12.2)   (11.0)   (18.5)

Net Interest Expense            2.1     2.2      2.1     14.9     16.4     14.8
Non-Cash Inc. Tax Prov.(Ben.)  (1.5)   (1.3)       -     (4.9)    (5.0)       -
Extra. Chg., net of tax ben.      -       -        -      1.5      1.5        -
Non-Recurring (Gain)-Wertheim     -       -        -    (12.0)   (12.0)       -
                             ---------------------------------------------------
Net Income (Loss)             ($3.2)  ($2.7)   ($5.3)  ($11.7)  ($11.9)  ($33.3)
                             ===================================================
From EBIT:
Non-Cash SARs Exp.(Credit)      0.1       -        -      0.2      1.5        -
Depr/Amort, LIFO, & other,net     -     0.2     (0.2)     2.3      0.4     (2.3)
                             ---------------------------------------------------
EBITDA                        ($2.5)  ($1.6)   ($3.4)   ($9.7)   ($9.1)  ($20.8)
                             ===================================================

BALANCE SHEET SUMMARY:
                                                      Balance at end of Period
                                                      Actual    Plan*  Last Yr**
                                                     ---------------------------
Unrestricted Cash and Cash Equivalents                  $28.3    $30.7    $27.8
Restricted Cash and Cash Equivalents                      0.8      0.8     62.2
Merchandise Inventories, LIFO                           508.2    488.9    532.0
Other Current Assets                                     46.5     34.9     37.3
                                                     ---------------------------
     Total Current Assets                               583.8    555.3    659.3
Net Fixed Assets                                         34.5     49.0     14.0
Other Assets and Deferred Charges                         7.2      6.1        -
                                                     ---------------------------
    Total Assets                                       $625.5   $610.4   $673.3
                                                     ===========================

Trade Accounts Payable                                 $124.6    $98.4    $92.8
Short-Term Debt (Revolver)                              112.1    130.0    115.5
Other Current Liabilities                               172.5    174.8    194.4
                                                     ---------------------------
     Total Current Liabilities                          409.2    403.2    402.7
Long-Term Debt                                           42.0     42.4    122.7
Other Long-Term Liabilities                              50.6     49.4     53.4

Unfavorable Lease Liability                              23.8     23.8     26.0
Fresh-start Excess Net Assets (Negative Goodwill)        51.2     51.3     55.7

Paid-In-Capital                                          73.5     64.4     70.0
Retained Earnings (Deficit)                             (24.8)   (24.1)   (57.2)
                                                     ---------------------------
     Total Stockholders' Equity                          48.7     40.3     12.8
                                                     ---------------------------
    Total Liabilities & Equity                         $625.5   $610.4   $673.3
                                                     ===========================

<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 August 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
                         AUGUST RESULTS VS. PLAN                Page 2 of 2
                            MANAGEMENT FORMAT
                               (Unaudited)
                              (In Millions)

<CAPTION>
                                                             Fiscal 1995
                                           August 1994       Year-to-Date
                                          Actual    Plan*   Actual    Plan*
<S>                                     <C>      <C>      <C>      <C>
CASH FLOW SUMMARY:
Beg. Unrestricted Cash & Cash Equiv.       $30.8    $29.1    $16.5    $26.9

Cash Generated from (Used in) Operations:
   Net Income (Loss)                        (3.2)    (2.7)   (11.7)   (11.9)
   Non-Cash Income Tax Expense (Benefit)    (1.5)    (1.3)    (4.9)    (5.0)
   Other                                     0.4      0.5      4.5      4.0
                                        ------------------------------------
Cash from Operations                        (4.3)    (3.5)   (12.1)   (12.9)

Changes in Working Capital:
   FIFO Inventory (increase) decrease      (23.9)    (9.4)   (66.6)   (48.9)
   Trade Payables increase (decrease)       25.0     17.3     50.5     23.5
   All Other                                 0.7     (1.9)    (5.3)    (9.8)
                                        ------------------------------------
Net Changes in Working Capital               1.8      6.0    (21.4)   (35.2)

Capital Expenditures                        (5.0)    (5.3)   (15.7)   (26.3)

(Incr) Decr. in Rest. Cash & Cash Equiv.     0.2      0.1     55.2     57.5

Other:
   Short-Term Borrow. (Pymts) - Revolver     5.8      5.0     96.8    110.0
   Payments of Capital Leases               (0.4)    (0.3)    (2.2)    (2.2)
   Payments on Long-Term Debt               (0.5)    (0.4)   (81.1)   (79.7)
   Increase in Deferred Financing Costs     (0.1)       -     (7.7)    (7.4)
                                        ------------------------------------
Total Other                                  4.8      4.3      5.8     20.7
                                        ------------------------------------

Unrestricted Cash Increase (Decrease)       (2.5)     1.6     11.8      3.8
                                        ------------------------------------

Ending Unrestricted Cash & Cash Equiv.     $28.3    $30.7    $28.3    $30.7
                                        ====================================
<FN>

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


                                        Page 7 of 7
</TABLE>



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