AMES DEPARTMENT STORES INC
8-K, 1995-09-08
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 8, 1995
    --------------------------------------------------------------------
                                                     (September 8, 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 September 8, 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 thirty weeks ended August 26, 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 August 26, 1995 were $1.6
          million below the projections contained in the Form 8-K dated
          August 18, 1995 (the "Plan").  EBITDA (as defined in Exhibit 20)
          for the four weeks was $2.6 million below Plan and $1.8 million
          below last year.  The EBITDA results reflected lower-than-planned
          gross margin and lower-than-planned other income and property
          gains, partially offset by lower-than-planned expenses.  Gross
          margin was negatively impacted by the below Plan sales and a
          lower-than-planned gross margin rate.  The gross margin rate was
          below Plan because of higher-than-planned markdowns.  

             Sales for the thirty weeks ended August 26, 1995 were $5.8
          million below Plan.  The year-to-date EBITDA was $1.9 million
          better than Plan and $5.8 million better than last year.  The
          EBITDA results for the thirty weeks reflected the favorable impact
          of lower-than-planned expenses and higher-than-planned other
          income and property gains (a portion of which is due to the timing
          of the sale of a property), partially offset by an unfavorable
          variance in gross margin dollars.  Gross margin was impacted by
          the same factors as those cited above for the four week period.

             Year-to-date total expenses have been increased and
          EBITDA reduced by $1.1 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 $1.1
          million.               
<PAGE>
             As of August 26, 1995, merchandise inventories were $10.4
          million above Plan.  Trade payables were $19.3 million above
          Plan primarily due to better-than-planned trade payment terms. 
          Outstanding borrowings under the Company's revolving line of
          credit were $21.1 million below Plan primarily due to lower-than-
          planned capital expenditures and higher-than-planned trade
          payables.

             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 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 Thirty Weeks Ended August 26, 1995
<PAGE>




                         INDEX TO EXHIBITS




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


       20            Unaudited Financial Summary Results          6
                     for the Four and Thirty Weeks
                     Ended August 26, 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:     September 7, 1995           By: /s/ Joseph R. Ettore               
                                       ----------------------------
                                           Joseph R. Ettore
                                           President, Director, and
                                           Chief Executive Officer


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


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





<PAGE>
<TABLE>
                             AMES DEPARTMENT STORES, INC.            Exhibit 20
                               AUGUST RESULTS VS. PLAN              Page 1 of 2
                                   MANAGEMENT FORMAT
                                      (Unaudited)
                                     (In Millions)
<CAPTION>
                               August, 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                    $152.4  $154.0   $149.9 $1,098.2 $1,104.0 $1,076.9

FIFO  Margin     $             36.5    39.6     39.9    285.5    294.9    290.0
      Margin     %             24.0%   25.7%    26.6%    26.0%    26.7%    26.9%

Total Expenses                (42.9)  (43.9)   (44.9)  (311.1)  (318.0)  (323.0)

Other Income/Property Gains     2.1     2.6      2.5     21.7     17.3     23.3
                             ---------------------------------------------------
EBITDA                         (4.3)   (1.7)    (2.5)    (3.9)    (5.8)    (9.7)

Depreciation and Amort (net)   (0.2)   (0.3)       -     (1.4)    (1.4)     1.0
Net Interest Expense           (2.1)   (2.3)    (2.1)   (13.6)   (15.6)   (14.9)
Other Income (Expense),
      Including LIFO              -       -     (0.1)     1.0        -     (3.5)
Non-Recur Gain - Wertheim Set     -       -        -        -        -     12.0
Extra. Item, Net of Tax           -       -        -        -        -     (1.5)
Non-Cash Inc. Tax (Prov.) Ben   2.0     1.3      1.5      5.4      6.9      4.9

                             ---------------------------------------------------
Net Income (Loss)             ($4.6)  ($3.0)   ($3.2)  ($12.5)  ($15.9)  ($11.7)
                             ===================================================


                                                      Balance at end of Period
                                                                         Last  
                                                      Actual  Plan (a)   Yr (b)
                                                     ---------------------------
BALANCE SHEET SUMMARY:
Cash and Cash Equivalents                               $23.3    $23.5    $29.1
Merchandise Inventories, LIFO                           511.3    500.9    508.2
Other Current Assets                                     46.2     46.8     46.5
                                                     ---------------------------
      Total Current Assets                              580.8    571.2    583.8
Net Fixed Assets                                         49.7     56.3     34.5
Long-Term Assets                                          4.6      4.9      7.2
                                                     ---------------------------
      Total Assets                                     $635.1   $632.4   $625.5
                                                     ===========================

Trade Accounts Payable                                 $140.1   $120.8   $124.6
Short-Term Debt (Revolver)                              128.9    150.0    112.1
Other Current Liabilities                               158.2    150.2    172.5
                                                     ---------------------------
      Total Current Liabilities                         427.2    421.0    409.2

Long-Term Debt                                           26.1     36.4     42.0
Other Long-Term Liabilities                              42.5     40.3     50.6

Unfavorable Lease Liability                              21.8     21.8     23.8
Fresh-start Excess Net Assets (Negative Goodwill)        45.1     45.1     51.2

Paid-In-Capital                                          81.0     80.3     73.5
Retained Earnings (Deficit)                              (8.6)   (12.5)   (24.8)
                                                     ---------------------------
      Total Stockholders' Equity                         72.4     67.8     48.7
                                                     ---------------------------
      Total Liabilities & Equity                       $635.1   $632.4   $625.5
                                                     ===========================

<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 $1.1 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 $1.1 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
                         AUGUST RESULTS VS. PLAN                Page 2 of 2
                            MANAGEMENT FORMAT
                               (Unaudited)
                              (In Millions)

<CAPTION>

                                          August, 1995     Fiscal 1995 YTD 
                                          Actual Plan (a)   Actual Plan (a)
<S>                                     <C>      <C>      <C>      <C>
CASH FLOW SUMMARY:
Beginning Cash & Cash Equivalents          $19.8    $24.0    $30.4    $15.2

Cash Flow from Operations:
   Net Income (Loss)                        (4.6)    (3.0)   (12.5)   (15.9)
   Non-Cash Income Tax Exp (Ben)            (2.0)    (1.3)    (5.4)    (6.9)
   Other                                     0.6      0.5      3.5      3.4
                                        ------------------------------------
Cash Provided by (Used in) Operations       (6.0)    (3.8)   (14.4)   (19.4)

Changes in Working Capital:
   FIFO Inventory (increase) decrease      (13.1)    (8.6)   (81.2)   (69.8)
   Trade Payables increase (decrease)       13.9     (2.0)     9.4     (3.6)
   All Other                                (3.0)    (6.6)   (19.4)   (13.5)
                                        ------------------------------------
Net Changes in Working Capital              (2.2)   (17.2)   (91.2)   (86.9)

Capital Expenditures                        (2.7)    (4.1)   (13.0)   (19.5)

Other:
   ST Borrowings (Payments) - Revolver      14.8     25.0    128.9    150.0
   Capital Lease Payments                   (0.4)    (0.4)    (2.5)    (3.6)
   Long-Term Debt Payments                     -        -    (14.1)   (11.3)
   Financing Fee Payments                      -        -     (0.8)    (1.0)
                                        ------------------------------------
Total Other                                 14.4     24.6    111.5    134.1
                                        ------------------------------------

Increase (Decrease) in Cash & Cash Equiv     3.5     (0.5)    (7.1)     8.3
                                        ------------------------------------

Ending Cash & Cash Equivalents             $23.3    $23.5    $23.3    $23.5
                                        ====================================
<FN>

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


                                        Page 7 of 7
</TABLE>



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