AMES DEPARTMENT STORES INC
8-K, 1994-06-02
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):   JUNE 2, 1994
      ----------------------------------------------------------------
                                                         (JUNE 2, 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)

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ITEM 5:  OTHER EVENTS

         Beginning on June 2, 1994, Ames Department Stores, Inc. ("Ames" or 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 thirteen weeks ended April 30, 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 revised projections contained in the Form 8-K dated 
         May 27, 1994 (referred to herein as the "Plan"), sales for the four 
         weeks ended April 30, 1994 were $5.6 million above Plan and EBITDA (as 
         defined in Exhibit 20) was $2.6 million better than Plan.  In April, 
         the major portion of the positive sales variance was in softlines.  
         The favorable EBITDA variance for April was primarily due to 
         higher-than-planned gross margin dollars that resulted from the 
         higher-than-planned sales and a higher-than-planned gross margin rate.
         Both softlines and hardlines gross margin dollars and rates exceeded 
         Plan in April.  Softlines gross margin in April benefitted from a 
         reduced level of markdowns on apparel merchandise because of markdowns 
         previously taken in March.  The April and year-to-date fiscal 1995 net 
         income(loss) include an income tax benefit recorded at the end of the 
         first quarter, which is expected to be offset by income tax expense in 
         later interim periods, and an extraordinary charge, net of income tax 
         benefit, for the early extinguishment of certain debt to be prepaid in 
         June, 1994.

         Sales for the thirteen weeks ended April 30, 1994 were $.4 million 
         below Plan; however, EBITDA was $1.4 million better than Plan.  The 
         unfavorable impact on the year-to-date EBITDA from a lower-than- 
         planned gross margin rate was more than offset by lower-than-planned 
         expenses.  The lower gross margin rate was primarily due to higher- 
         than-planned clearance markdowns on apparel merchandise in March.  
         Store, field and home office expenses were all below the year-to-date 
         Plan. 

         As of April 30, 1994, inventories were $2.6 million above Plan, 
         principally in hardline categories.  Trade payables were $40.1 million 
         above Plan due primarily to improved payment terms.  Outstanding 
         borrowings under the Company's revolving line of credit as of April 
         30, 1994 were $46.5 million below Plan due primarily to the 
         better-than-planned trade payable terms.  

         The Company is in compliance with all debt covenants through 
         April 30, 1994.

         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



                                 Page 2 of 7

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         Form 10-Q to be filed for the first fiscal quarter ended April 30, 
         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, 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 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
                          Weeks and Thirteen Weeks Ended April 30, 1994.



























                                 Page 3 of 7

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                               INDEX TO EXHIBITS







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

                                                                    
         20           Unaudited Financial Summary Results for            6
                      the Four Weeks and Thirteen Weeks Ended 
                      April 30, 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:  June 1, 1994                 By: /S/ PETER THORNER          
                                         ---------------------------
                                           Peter Thorner
                                           President, Chief Operating
                                           Officer and Director




Dated:  June 1, 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
                                APRIL RESULTS VS. PLAN              Page 1 of 2
                                   MANAGEMENT FORMAT
                                      (Unaudited)
                                     (In Millions)
<CAPTION>
                                  April 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                    $135.3  $129.7   $138.1   $435.8   $436.2   $434.8

FIFO Margin     $              39.4    37.1     39.7    113.0    116.4    116.0
     Margin     %             29.1%   28.6%    28.7%    25.9%    26.7%    26.7%

Total Expenses                 39.3    39.3     40.4    128.9    132.4    127.4

Gain on Dispos. of Properties     -       -        -      1.8      1.8        -
                             ---------------------------------------------------
EBIT                            0.1    (2.2)    (0.7)   (14.1)   (14.2)   (11.4)

Net Interest Expense            2.1     2.4      2.1      6.0      6.8      6.6
Non-Cash Inc. Tax Prov.(Ben.)  (6.5)   (6.8)       -     (6.5)    (6.8)       -
Extra. Chg., net of tax ben.    1.5     1.5        -      1.5      1.5        -
                             ---------------------------------------------------
Net Income (Loss)              $3.0    $0.7    ($2.8)  ($15.1)  ($15.7)  ($18.0)
                             ===================================================
From EBIT:
Non-Cash SARs Exp.(Credit)     (0.5)   (0.5)       -      1.5      1.5        -
Depr/Amort, LIFO, & other,net   0.3     0.0     (0.3)     1.2     (0.1)    (1.2)
                             ---------------------------------------------------
EBITDA                        ($0.1)  ($2.7)   ($1.0)  ($11.4)  ($12.8)  ($12.6)
                             ===================================================

BALANCE SHEET SUMMARY:                                  Balance at
                                                       end of Period
                                                      Actual    Plan
                                                     ------------------
Unrestricted Cash and Cash Equivalents                  $24.4    $27.9
Restricted Cash and Cash Equivalents                     56.6     67.8
Merchandise Inventories, LIFO                           506.8    504.2
Other Current Assets                                     37.6     34.6
                                                     ------------------
     Total Current Assets                               625.4    634.5
Net Fixed Assets                                         22.7     30.8
Other Assets and Deferred Charges                         1.1      1.1
                                                     ------------------
     Total Assets                                      $649.2   $666.4
                                                     ==================

Trade Accounts Payable                                 $110.3    $70.2
Short-Term Debt (Revolver)                               88.5    135.0
Other Current Liabilities                               239.5    255.2
                                                     ------------------
     Total Current Liabilities                          438.3    460.4
Long-Term Debt                                           43.1     42.9
Fresh-start Excess Net Assets (Negative Goodwill)        53.2     53.3
Unfavorable Lease Liability                              24.5     24.5
Other Long-Term Liabilities                              52.1     50.7
                                                     ------------------
     Total Liabilities & Fresh-St. Excess Net Assets    611.2    631.8
Paid-In-Capital                                          66.2     62.6
Retained Earnings (Deficit)                             (28.2)   (28.0)
                                                     ------------------
     Total Liabilities & Equity                        $649.2   $666.4
                                                     ==================

<FN>
          * From revised plan reported on Form 8-K dated May 27, 1994.
         ** Last year's (fiscal 1994) income summary represents 309 stores as
            compared to 306 stores in April 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>







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

<CAPTION>
                                                             Fiscal 1995
                                            April 1994       Year-to-Date
                                          Actual    Plan*   Actual    Plan*
<S>                                     <C>      <C>      <C>      <C>
CASH FLOW SUMMARY:
Beg. Unrestricted Cash & Cash Equiv.       $38.0    $26.9    $16.5    $26.9

Cash Generated from (Used in) Operations:
   Net Income (Loss)                         3.0      0.7    (15.1)   (15.7)
   Non-Cash Income Tax Expense (Benefit)    (6.5)    (6.8)    (6.5)    (6.8)
   Other                                     0.9      1.7      1.8      2.0
                                        ------------------------------------
Cash from Operations                        (2.6)    (4.4)   (19.8)   (20.5)

Changes in Working Capital:
   FIFO Inventory (increase) decrease      (12.9)   (17.2)   (64.9)   (63.8)
   Trade Payables increase (decrease)       (9.4)     2.7     36.2     (4.7)
   All Other                                 0.3      2.5     (3.0)     1.7
                                        ------------------------------------
Net Changes in Working Capital             (22.0)   (12.0)   (31.7)   (66.8)

Capital Expenditures                        (1.0)    (2.2)    (2.2)    (6.1)

(Incr) Decr. in Rest. Cash & Cash Equiv.    (1.8)    (3.7)    (0.6)    (9.6)

Other:
   Short-Term Borrow. (Pymts) - Revolver    14.9     25.0     73.1    115.0
   Payments of Capital Leases               (0.3)    (0.3)    (0.9)    (0.9)
   Payments on Long-Term Debt                0.0     (0.3)    (9.2)    (9.0)
   Increase in Deferred Financing Costs     (0.8)    (1.1)    (0.8)    (1.1)
                                        ------------------------------------
Total Other                                 13.8     23.3     62.2    104.0
                                        ------------------------------------

Unrestricted Cash Increase (Decrease)      (13.6)     1.0      7.9      1.0
                                        ------------------------------------

Ending Unrestricted Cash & Cash Equiv.     $24.4    $27.9    $24.4    $27.9
                                        ====================================
<FN>

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


                                        Page 7 of 7
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