AMES DEPARTMENT STORES INC
8-K, 1995-06-09
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 9, 1995
    --------------------------------------------------------------------
                                                          (June 9, 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 June 9, 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 seventeen weeks ended May 27, 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 May 27, 1995 were $.9 million
        below the projections contained in the Form 8-K dated February
        16, 1995 (the "Plan") primarily due to below Plan sales
        performance in apparel.  EBITDA (as defined in Exhibit 20) for
        the four weeks was $.7 million better than Plan and $.8 million
        above last year.  The EBITDA improvement over Plan was due to
        lower-than-planned expenses and higher-than-planned other income
        and property gains, partially offset by an unfavorable gross
        margin rate.  Store, advertising and home office expenses were
        below Plan during May.  The gross margin rate was negatively
        impacted by the discounts related to the "55 Gold" senior citizen
        discount program.  During May, the company sold a previously
        closed warehouse and realized a gain of $.8 million.

            Sales for the seventeen weeks ended May 27, 1995 were $6.3
        million below Plan primarily due to below Plan sales performances
        in womens and childrens apparel and home goods.  The year-to-date
        EBITDA was $.5 million better than Plan and $2.0 million above
        last year.  The EBITDA results for the seventeen weeks reflected
        the favorable impact of lower-than-planned expenses and higher-
        than-planned other income and property gains, partially offset by
        an unfavorable variance in gross margin dollars.  Year-to-date
        store, advertising and home office expenses were below Plan for
        the seventeen weeks.  The gross margin was negatively impacted by
        the below Plan sales performance and a lower-than-planned gross
        margin rate.  The gross margin rate was below Plan because of
        higher-than-planned markdowns and the impact of the senior
        citizen discount program.

            Cash and cash equivalents as of May 27, 1995, were $60.6
        million less than cash and cash equivalents at the end of the
        comparable period in the prior year.  A year ago, the balance in
        cash and cash equivalents included $54.3 million in restricted
        cash required to collateralize the Company's outstanding letters
        of credit under the Company's previous revolving line of credit. 
        This restricted cash was used to retire long-term debt in
        conjunction with the Company's 
        June 1994 working capital refinancing. 

            As of May 27, 1995, merchandise inventories were $20.5
        million above Plan primarily due to higher-than-planned
        inventories in apparel, home entertainment and toys.  Trade
        payables were $27.7 million above Plan primarily due to improved
        payment terms.  Outstanding borrowings under the Company's
        revolving line of credit were $17.4 million below Plan primarily
        due to the net effect of the above factors.

        <PAGE>

            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 and the Company's Form 8-K
        dated February 16, 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
        certified 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 Seventeen Weeks Ended May 27, 1995.



<PAGE>



                          INDEX TO EXHIBITS
                          -----------------







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


       20            Unaudited Financial Summary Results            6
                     for the Four and Seventeen Weeks  
                     Ended May 27, 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: June 9, 1995              By: /s/ Joseph R. Ettore        
                                     ----------------------------
                                     Joseph R. Ettore
                                     President, Director, and
                                     Chief Executive Officer




Dated: June 9, 1995              By: /s/ John F. Burtelow        
                                     ----------------------------
                                     John F. Burtelow
                                     Executive Vice President,
                                     Chief Financial Officer




Dated: June 9, 1995              By: /s/ William C. Najdecki     
                                     ----------------------------
                                     William C. Najdecki
                                     Senior Vice President,
                                     Finance

















<PAGE>
<TABLE>
                             AMES DEPARTMENT STORES, INC.            Exhibit 20
                                 MAY RESULTS VS. PLAN               Page 1 of 2
                                   MANAGEMENT FORMAT
                                      (Unaudited)
                                     (In Millions)
<CAPTION>
                                  May, 1995              Year-to-Date 1995
                                                Last                       Last
                              ActualPlan (a)  Yr (b)   Actual Plan (a)   Yr (b)
<S>                          <C>    <C>     <C>      <C>      <C>      <C>
INCOME SUMMARY:
Net Sales                    $152.3  $153.2   $148.3   $594.0   $600.3   $584.0

FIFO  Margin     $             43.6    45.0     44.7    157.6    164.0    159.7
      Margin     %             28.6%   29.4%    30.1%    26.5%    27.3%    27.3%

Total Expenses                (41.9)  (43.3)   (44.5)  (173.4)  (178.9)  (180.9)

Other Income/Property Gains     3.2     2.5      3.9     10.5      9.1     13.9
                             ---------------------------------------------------
EBITDA                          4.9     4.2      4.1     (5.3)    (5.8)    (7.3)

Depreciation and Amort (net)   (0.2)   (0.2)     0.2     (0.7)    (0.5)     0.7
Net Interest Expense           (2.1)   (2.3)    (2.3)    (7.2)    (8.3)    (8.2)
Other Expenses, Incl LIFO         -       -     (0.4)    (0.1)       -     (3.8)
Extra. Item, Net of Tax           -       -        -        -        -     (1.5)
Non-Cash Inc. Tax (Prov.) Ben  (0.8)   (0.5)    (0.5)     4.0      4.4      6.0

                             ---------------------------------------------------
Net Income (Loss)              $1.8    $1.2     $1.1    ($9.3)  ($10.2)  ($14.1)
                             ===================================================


                                                      Balance at end of Period
                                                                         Last  
                                                      Actual  Plan (a)   Yr (b)
                                                     ---------------------------
BALANCE SHEET SUMMARY:
Cash and Cash Equivalents                               $26.9    $29.9    $87.5
Merchandise Inventories, LIFO                           515.0    494.5    505.6
Other Current Assets                                     40.8     43.1     46.5
                                                     ---------------------------
      Total Current Assets                              582.7    567.5    639.6
Net Fixed Assets                                         46.1     46.7     23.1
Long-Term Assets                                          4.7      5.6      1.2
                                                     ---------------------------
      Total Assets                                     $633.5   $619.8   $663.9
                                                     ===========================

Trade Accounts Payable                                 $134.1   $106.4   $101.7
Short-Term Debt (Revolver)                              122.6    140.0    108.2
Other Current Liabilities                               160.3    152.4    235.7
                                                     ---------------------------
      Total Current Liabilities                         417.0    398.8    445.6

Long-Term Debt                                           29.3     37.3     43.2
Other Long-Term Liabilities                              42.7     41.4     51.7

Unfavorable Lease Liability                              22.3     22.3     24.3
Fresh-start Excess Net Assets (Negative Goodwill)        46.6     46.6     52.8

Paid-In-Capital                                          81.0     80.3     73.4
Retained Earnings (Deficit)                              (5.4)    (6.9)   (27.1)
                                                     ---------------------------
      Total Stockholders' Equity                         75.6     73.4     46.3
                                                     ---------------------------
      Total Liabilities & Equity                       $633.5   $619.8   $663.9
                                                     ===========================

<FN>
  (a) As reported on Form 8-K dated February 16, 1995.
  (b) Certain reclassifications have been made to the fiscal 1994 account
      balances to conform to the current year presentation.

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
                          MAY RESULTS VS. PLAN                  Page 2 of 2
                            MANAGEMENT FORMAT
                               (Unaudited)
                              (In Millions)

<CAPTION>

                                            May, 1995          YTD 1995
                                          Actual Plan (a)   Actual Plan (a)
<S>                                     <C>      <C>      <C>      <C>
CASH FLOW SUMMARY:
Beginning Cash & Cash Equivalents          $20.2    $25.7    $30.4    $15.2

Cash Flow from Operations:
   Net Income (Loss)                         1.8      1.2     (9.3)   (10.2)
   Non-Cash Income Tax Exp (Ben)             0.8      0.5     (4.0)    (4.4)
   Other                                     0.5      0.5      1.9      1.8
                                        ------------------------------------
Cash Provided by (Used in) Operations        3.1      2.2    (11.4)   (12.8)

Changes in Working Capital:
   FIFO Inventory (increase) decrease        5.5      1.2    (84.9)   (63.4)
   Trade Payables increase (decrease)      (16.8)    (8.9)     3.4    (18.1)
   All Other                                (2.2)    (6.7)   (14.9)   (10.1)
                                        ------------------------------------
Net Changes in Working Capital             (13.5)   (14.4)   (96.4)   (91.6)

Capital Expenditures                        (1.9)    (3.3)    (6.9)    (7.6)

Other:
   Short-Term Borrow. - Revolver            19.5     20.0    122.6    140.0
   Capital Lease Payments                   (0.4)    (0.3)    (1.4)    (2.6)
   Long-Term Debt Payments                  (0.1)       -    (10.0)    (9.9)
   Financing Fee Payments                      -        -        -     (0.8)
                                        ------------------------------------
Total Other                                 19.0     19.7    111.2    126.7
                                        ------------------------------------

Increase (Decrease) in Cash & Cash Equiv     6.7      4.2     (3.5)    14.7
                                        ------------------------------------

Ending Cash & Cash Equivalents             $26.9    $29.9    $26.9    $29.9
                                        ====================================
<FN>

(a)As reported on Form 8-K dated February 16, 1995


                                        Page 7 of 7
</TABLE>



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