AMES DEPARTMENT STORES INC
8-K, 1994-07-14
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):   JULY 14, 1994
      -----------------------------------------------------------------
                                                         (JULY 14, 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 July 14, 1994, Ames will distribute, to its banks and 
         other lenders, principal trade vendors and factors, summaries of its 
         unaudited financial results for the five and twenty-two weeks ended 
         July 2, 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 five weeks 
         ended July 2, 1994 were $5.8 million above Plan and EBITDA (as 
         defined in Exhibit 20) was $.8 million above Plan.  In June, the 
         major portion of the favorable sales variance was in seasonal 
         merchandise and apparel.  The favorable impact from the higher-than- 
         planned sales on June's gross margin was partially offset by a 
         lower-than-planned gross margin rate that was due, in part, to the 
         sales of certain lower-margin seasonal merchandise.  Also, in June, 
         the Company received its share of the Wertheim settlement and 
         recorded a non-recurring gain of $12.0 million.

         Sales for the twenty-two weeks ended July 2, 1994 were $7.5 million 
         below Plan; however, EBITDA was $.9 million better than Plan.  The 
         unfavorable impact on the year-to-date EBITDA from the lower-than- 
         planned sales and gross margin rate was more than offset by lower- 
         than-planned expenses.  The lower year-to-date gross margin rate was 
         due to higher-than-planned advertising markdowns.  Store, field and 
         home office expenses were all below the year-to-date Plan.

         As of July 2, 1994, LIFO inventories were $1.5 million above Plan.  
         Trade payables were $9.6 million above Plan due primarily to improved 
         payment terms.  Outstanding borrowings under the Company's new 
         revolving line of credit as of July 2, 1994 were $10.8 million below 
         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 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.










                                 Page 2 of 7

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         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 
                          Five and Twenty-two Weeks Ended July 2, 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 Five and Twenty-two Weeks Ended 
                      July 2, 1994





































                                 Page 4 of 7

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<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:  July 13, 1994                 By: /S/ JOSEPH R. ETTORE        
                                          ----------------------------
                                           Joseph R. Ettore 
                                           President and Chief 
                                           Executive Officer 




Dated:  July 13, 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
                                 JUNE RESULTS VS. PLAN              Page 1 of 2
                                   MANAGEMENT FORMAT
                                      (Unaudited)
                                     (In Millions)
<CAPTION>
                                  June 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                    $199.6  $193.8   $192.5   $783.6   $791.1   $786.0

FIFO Margin     $              53.4    53.1     52.3    210.8    217.6    215.4
     Margin     %             26.7%   27.4%    27.2%    26.9%    27.5%    27.4%

Total Expenses                 50.0    50.9     52.9    219.6    226.1    223.3

Gain on Dispos. of Properties     -       -        -      2.0      1.9        -
                             ---------------------------------------------------
EBIT                            3.4     2.2     (0.6)    (6.8)    (6.6)    (7.9)

Net Interest Expense            2.5     2.4      2.3     10.8     12.1     10.6
Non-Cash Inc. Tax Prov.(Ben.)   4.2     3.8        -     (1.8)    (2.2)       -
Extra. Chg., net of tax ben.      -       -        -      1.5      1.5        -
Non-Recurring (Gain)-Wertheim (12.0)  (12.0)       -    (12.0)   (12.0)       -
                             ---------------------------------------------------
Net Income (Loss)              $8.7    $8.0    ($2.9)   ($5.3)   ($6.0)  ($18.5)
                             ===================================================
From EBIT:
Non-Cash SARs Exp.(Credit)     (0.4)      -        -      0.4      1.5        -
Depr/Amort, LIFO, & other,net   0.1     0.1     (0.3)     2.2        -     (1.8)
                             ---------------------------------------------------
EBITDA                         $3.1    $2.3    ($0.9)   ($4.2)   ($5.1)   ($9.7)
                             ===================================================

BALANCE SHEET SUMMARY:                                  Balance at
                                                       end of Period
                                                      Actual    Plan
                                                     ------------------
Unrestricted Cash and Cash Equivalents                  $32.9    $34.1
Restricted Cash and Cash Equivalents                      1.0      1.0
Merchandise Inventories, LIFO                           474.6    473.1
Other Current Assets                                     35.6     30.1
                                                     ------------------
     Total Current Assets                               544.1    538.3
Net Fixed Assets                                         25.9     39.5
Other Assets and Deferred Charges                         7.6      6.7
                                                     ------------------
     Total Assets                                      $577.6   $584.5
                                                     ==================

Trade Accounts Payable                                  $72.4    $62.8
Short-Term Debt (Revolver)                              114.2    125.0
Other Current Liabilities                               168.6    179.1
                                                     ------------------
     Total Current Liabilities                          355.2    366.9
Long-Term Debt                                           42.2     42.3
Fresh-start Excess Net Assets (Negative Goodwill)        52.2     52.2
Unfavorable Lease Liability                              24.1     24.2
Other Long-Term Liabilities                              51.4     50.0
                                                     ------------------
     Total Liabilities & Fresh-St. Excess Net Assets    525.1    535.6
Paid-In-Capital                                          70.9     67.2
Retained Earnings (Deficit)                             (18.4)   (18.3)
                                                     ------------------
     Total Liabilities & Equity                        $577.6   $584.5
                                                     ==================

<FN>
          * As reported on Form 8-K dated May 27, 1994.
         ** Last year's (fiscal 1994) income summary represents 309 stores as
            compared to 305 stores in June 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
                         JUNE RESULTS VS. PLAN                  Page 2 of 2
                            MANAGEMENT FORMAT
                               (Unaudited)
                              (In Millions)

<CAPTION>
                                                             Fiscal 1995
                                            June 1994        Year-to-Date
                                          Actual    Plan*   Actual    Plan*
<S>                                     <C>      <C>      <C>      <C>
CASH FLOW SUMMARY:
Beg. Unrestricted Cash & Cash Equiv.       $32.2    $33.0    $16.5    $26.9

Cash Generated from (Used in) Operations:
   Net Income (Loss)                         8.7      8.0     (5.3)    (6.0)
   Non-Cash Income Tax Expense (Benefit)     4.2      3.8     (1.8)    (2.2)
   Other                                    (0.4)     0.4      0.9      2.9
                                        ------------------------------------
Cash from Operations                        12.5     12.2     (6.2)    (5.3)

Changes in Working Capital:
   FIFO Inventory (increase) decrease       30.8     27.0    (32.8)   (32.9)
   Trade Payables increase (decrease)      (29.3)   (14.6)    (1.7)   (12.1)
   All Other                                 6.4     (0.1)    (2.0)    (1.1)
                                        ------------------------------------
Net Changes in Working Capital               7.9     12.3    (36.5)   (46.1)

Capital Expenditures                        (3.2)    (6.0)    (6.1)   (15.7)

(Incr) Decr. in Rest. Cash & Cash Equiv.    54.3     68.3     55.0     57.2

Other:
   Short-Term Borrow. (Pymts) - Revolver     6.0    (10.0)    98.8    105.0
   Payments of Capital Leases               (0.3)    (0.3)    (1.5)    (1.5)
   Payments on Long-Term Debt              (69.9)   (69.6)   (79.5)   (79.0)
   Increase in Deferred Financing Costs     (6.6)    (5.8)    (7.6)    (7.4)
                                        ------------------------------------
Total Other                                (70.8)   (85.7)    10.2     17.1
                                        ------------------------------------

Unrestricted Cash Increase (Decrease)        0.7      1.1     16.4      7.2
                                        ------------------------------------

Ending Unrestricted Cash & Cash Equiv.     $32.9    $34.1    $32.9    $34.1
                                        ====================================
<FN>

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


                                        Page 7 of 7
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