AMES DEPARTMENT STORES INC
8-K, 1995-12-07
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): December 7, 1995
    --------------------------------------------------------------------
                                                     (December 7, 1995)


                         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 Exhibits)<PAGE>


Item 5:   OTHER EVENTS


             Beginning on December 7, 1995, the Company will distribute,
          to certain of its banks and other lenders, principal trade vendors
          and factors, summaries of its unaudited financial results for the
          four and forty-three weeks ended November 25, 1995.  These
          monthly and year-to-date results (collectively, the "monthly
          results") are attached hereto as Exhibit 20 and are incorporated by
          reference herein.  

             Sales for the four weeks ended November 25, 1995 were
          $12.9 million below the projections contained in the Form 8-K
          dated August 18, 1995 (the "Plan") primarily due to lower-than-
          planned sales in apparel, domestics and housewares.  EBITDA
          (as defined in Exhibit 20) for the four weeks was $0.7 million
          below Plan and $0.5 million better than last year.  Lower-than-
          planned gross margin and lower-than-planned other income were
          partially offset by lower-than-planned expenses.  The gross margin
          rate for the four weeks was higher than planned; however, gross
          margin was negatively impacted by the below Plan sales and was
          below Plan for the period.   

             Sales for the forty-three weeks ended November 25, 1995
          were $38.0 million below Plan primarily due to lower-than-planned
          sales in apparel and  domestics.  The year-to-date EBITDA was
          $6.2 million below Plan and $6.5 million better than last year.  The
          EBITDA results for the forty-three weeks reflected the favorable
          impact of lower-than-planned expenses, partially offsetting an
          unfavorable variance in gross margin.  Gross margin was
          impacted by the below Plan sales and a lower-than-planned gross
          margin rate.

             Year-to-date total expenses have been increased and
          EBITDA reduced by $1.2 million in cash disbursements related to
          the closing and sale of the Clinton, MA distribution center for
          which a closing reserve had been established during fiscal 1994. 
          The year-to-date net income has not been affected by these
          disbursements as other income/expense includes an offset of $1.2
          million.               
<PAGE>

             As of November 25, 1995, merchandise inventories were
          $6.6 million below Plan.  Trade payables were $17.8 million below
          Plan primarily due to lower-than-planned merchandise purchases
          during November.  Outstanding borrowings under the Company's
          revolving line of credit were $15.7 million below Plan.

             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 28,
          1995, the Company's Form 10-Q for the first fiscal quarter ended
          April 29, 1995, the Company's Form 10-Q for the second fiscal
          quarter ended July 29, 1995, the Company's Form 10-Q for the
          third fiscal quarter ended October 28, 1995 and the Company's
          Form 8-K dated August 18, 1995.  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.

             Although the Company has continued to make its monthly
          results public, 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 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 Forty-three Weeks Ended November 25, 1995.

<PAGE>


                         INDEX TO EXHIBITS




     Exhibit No.               Exhibit                          Page No.


       20          Unaudited Financial Summary Results             6
                   for the Four and Forty-three Weeks
                   Ended November 25, 1995.





















<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:  December 7, 1995           By:  /s/ Joseph R. Ettore
                                      -----------------------------
                                        Joseph R. Ettore
                                        President, Director, and
                                        Chief Executive Officer


Dated:  December 7, 1995           By:  /s/ John F. Burtelow
                                      -----------------------------
                                        John F. Burtelow
                                        Executive Vice President,
                                        Chief Financial Officer


Dated:  December 7, 1995           By:  /s/ William C. Najdecki
                                      ------------------------------
                                        William C. Najdecki
                                        Senior Vice President,
                                        Finance





<PAGE>
<TABLE>
                             AMES DEPARTMENT STORES, INC.            Exhibit 20
                                NOVEMBER RESULTS VS. PLAN           Page 1 of 2
                                   MANAGEMENT FORMAT
                                      (Unaudited)
                                     (In Millions)
<CAPTION>
                               November, 1995         Fiscal 1995 Year-to-Date
                                                Last                       Last
                              ActualPlan (a)  Yr (b)   Act(c) Plan (a)   Yr (b)
<S>                          <C>    <C>     <C>      <C>      <C>      <C>
INCOME SUMMARY:
Net Sales                    $219.9  $232.8   $225.5 $1,671.7 $1,709.7 $1,663.8

FIFO  Margin     $             61.0    64.2     59.4    442.7    462.9    445.4
      Margin     %             27.7%   27.6%    26.3%    26.5%    27.1%    26.8%

Total Expenses                (49.3)  (52.5)   (48.4)  (456.6)  (470.8)  (468.5)

Other Income/Property Gains     2.6     3.3      2.8     29.2     29.4     31.9
                             ---------------------------------------------------
EBITDA                         14.3    15.0     13.8     15.3     21.5      8.8

Depreciation and Amort (net)   (0.3)   (0.3)       -     (2.3)    (2.3)     0.8
Net Interest Expense           (2.5)   (2.7)    (2.5)   (21.1)   (23.9)   (22.1)
Other Income (Expense),
      Including LIFO              -       -      0.1      1.1        -     (6.0)
Non-Recur Gain - Wertheim Set     -       -        -        -        -     12.0
Extra. Item, Net of Tax           -       -        -        -        -     (1.5)
Non-Cash Inc. Tax (Prov.) Ben  (3.5)   (3.6)    (4.1)     2.1      1.4      1.7

                             ---------------------------------------------------
Net Income (Loss)              $8.0    $8.4     $7.3    ($4.9)   ($3.3)   ($6.3)
                             ===================================================


                                                      Balance at end of Period
                                                                         Last  
                                                      Actual  Plan (a)   Yr (b)
                                                     ---------------------------
BALANCE SHEET SUMMARY:
Cash and Cash Equivalents                               $42.9    $50.0    $54.4
Merchandise Inventories, LIFO                           561.4    568.0    569.9
Other Current Assets                                     74.4     93.2     83.1
                                                     ---------------------------
      Total Current Assets                              678.7    711.2    707.4
Net Fixed Assets                                         56.7     58.4     40.2
Long-Term Assets                                          3.9      4.2      6.4
                                                     ---------------------------
      Total Assets                                     $739.3   $773.8   $754.0
                                                     ===========================

Trade Accounts Payable                                 $190.0   $207.8   $193.6
Short-Term Debt (Revolver)                              174.3    190.0    164.1
Other Current Liabilities                               163.0    155.5    178.3
                                                     ---------------------------
      Total Current Liabilities                         527.3    553.3    536.0

Long-Term Debt                                           25.6     35.9     41.2
Other Long-Term Liabilities                              41.5     39.3     49.7

Unfavorable Lease Liability                              21.3     21.3     23.3
Fresh-start Excess Net Assets (Negative Goodwill)        43.5     43.6     49.7

Paid-In-Capital                                          81.0     80.3     73.5
Retained Earnings (Deficit)                              (0.9)     0.1    (19.4)
                                                     ---------------------------
      Total Stockholders' Equity                         80.1     80.4     54.1
                                                     ---------------------------
      Total Liabilities & Equity                       $739.3   $773.8   $754.0
                                                     ===========================

<FN>
  (a) As reported on Form 8-K dated August 18, 1995.
  (b) Certain reclassifications have been made to the fiscal 1994 account
      balances to conform to the current year presentation.
  (c) Total expenses have been increased and EBITDA reduced by $1.2 million in
      cash disbursements related to the closing of a distribution center for 
      which a closing reserve had been established during fiscal 1994.  Net
      income has not been affected by these disbursements as other income/
      expense includes an offset of $1.2 million.

NOTE: EBITDA is earnings (loss) before net interest expense, income taxes,
      LIFO expense, extraordinary or non-recurring items, depreciation and
      amortization and other non-cash charges.

                                    Page 6 of 7
</TABLE>







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

<CAPTION>

                                        November, 1995     Fiscal 1995 YTD 
                                          Actual Plan (a)   Actual Plan (a)
<S>                                     <C>      <C>      <C>      <C>
CASH FLOW SUMMARY:
Beginning Cash & Cash Equivalents          $20.0    $24.2    $30.4    $15.2

Cash Flow from Operations:
   Net Income (Loss)                         8.0      8.4     (4.9)    (3.3)
   Non-Cash Income Tax Exp (Ben)             3.5      3.6     (2.1)    (1.4)
   Other                                     0.5      0.6      5.3      5.4
                                        ------------------------------------
Cash Provided by (Used in) Operations       12.0     12.6     (1.7)     0.7

Changes in Working Capital:
   FIFO Inventory (increase) decrease       38.8     17.6   (131.3)  (137.0)
   Trade Payables increase (decrease)      (13.1)     2.0     59.3     83.4
   All Other                               (10.5)   (30.5)   (45.8)   (59.8)
                                        ------------------------------------
Net Changes in Working Capital              15.2    (10.9)  (117.8)  (113.4)

Capital Expenditures                        (2.5)    (0.6)   (22.6)   (24.2)

Other:
   ST Borrowings (Payments) - Revolver      (1.4)    25.0    174.3    190.0
   Capital Lease Payments                   (0.4)    (0.3)    (3.5)    (4.6)
   Long-Term Debt Payments                     -        -    (15.2)   (12.5)
   Financing Fee Payments                      -        -     (1.0)    (1.2)
                                        ------------------------------------
Total Other                                 (1.8)    24.7    154.6    171.7
                                        ------------------------------------

Increase (Decrease) in Cash & Cash Equiv    22.9     25.8     12.5     34.8
                                        ------------------------------------

Ending Cash & Cash Equivalents             $42.9    $50.0    $42.9    $50.0
                                        ====================================
<FN>

(a)As reported on Form 8-K dated August 18, 1995


                                        Page 7 of 7
</TABLE>



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