SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1; Final)
Ames Department Stores, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
030789 2 200
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 22, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box: /_/
Check the following box if a fee is being paid with this
statement: / /
Page 1 of 10 pages
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SCHEDULE 13D
CUSIP No. 030789 2 200 Page 2 of 10 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN & CO., L.P. 13-3321472
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 474,649 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 474,649 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
474,649 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
PAGE
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SCHEDULE 13D
CUSIP No. 030789 2 200 Page 3 of 10 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 181,078 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 181,078 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,078 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
PAGE
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SCHEDULE 13D
CUSIP No. 030789 2 200 Page 4 of 10 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS, L.P. 13-3544838
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 474,649 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 474,649 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,649 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
PAGE
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SCHEDULE 13D
CUSIP No. 030789 2 200 Page 5 of 10 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS INC. 13-3537972
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 655,727 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 655,727 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
655,727 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
PAGE
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SCHEDULE 13D
CUSIP No. 030789 2 200 Page 6 of 10 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
PF, AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
-0- (See Item 5)
NUMBER
OF 8) SHARED VOTING POWER
SHARES 655,727 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH -0- (See Item 5)
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 655,727 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
655,727 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
PAGE
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SCHEDULE 13D - AMENDMENT NO 1; FINAL
This Statement amends the Schedule 13D, dated August 23,
1994 (the "Schedule 13D"), filed by, Dickstein & Co., L.P.
("Dickstein & Co."), Dickstein International Limited ("Dickstein
International") Dickstein Partners, L.P., Dickstein Partners Inc.
and Mark Dickstein with respect to the Common Stock, $.01 par
value (the "Common Stock") of Ames Department Stores, Inc., a
Delaware corporation ("Ames"). Notwithstanding this Amendment
No. 1, the Schedule 13D speaks as of its date. Capitalized terms
used without definition have the meanings ascribed to them in the
Schedule 13D.
I. Item 3 of the Schedule 13D, Source and Amount of
Funds and other Consideration is hereby amended
by adding the following paragraph:
"Since August 23, 1994 (the date the Reporting Persons
filed the Schedule 13D) and without giving effect to the
transaction described on Schedule II hereto, the
Reporting Persons in the Aggregate acquired an additional 150,000
shares of Common Stock in the open market. Dickstein & Co.
acquired 101,000 of such shares at a total cost of $277,825; and
Dickstein International acquired 49,000 of such shares at a total
cost of $128,575. Such amounts were funded out of each entity's
working capital, which may include margin loans made by
brokerage firms in the ordinary course of business."
II. Items 5(a), 5(c) and 5(e) of the Schedule 13D,
"Interest in Securities of the Issuer," are amended as follows:
"(a) The Reporting Persons beneficially own an
aggregate of 655,727 shares of Common Stock, representing
approximately 3.3% of the shares of Common Stock as of such
date.1/ Dickstein & Co. beneficially owns 474,649 of such shares
of Common Stock (approximately 2.4% of the shares outstanding);
and Dickstein International beneficially owns 181,078 of such
shares of Common Stock (approximately 0.9% of the shares
outstanding).
The following other persons identified in response to
Item 2 own shares of Common Stock: David Brail owns
beneficially 40,000 shares of Common Stock, Mark Kaufman
beneficially owns 4,000 shares of Common Stock (in each case less
than 1.0% of the shares outstanding).
_____________
1/ Based on 20,127,269 shares of Common Stock reported to be
outstanding on May 25, 1995 as set forth in the Company's
Quarterly Report on Form 10-Q for the quarter ended April
29, 1995.
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PAGE
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(c) Except as set forth on Schedule II annexed hereto,
none of the persons identified in Item 2 has acquired or sold any
of the Company's securities during the past 60 days. Unless
otherwise indicated, all such transactions were conducted in the
open market.
(e) The Reporting Persons ceased to be the beneficial
owner of more than five percent of the outstanding shares of
Common Stock on June 22, 1995. Accordingly, the Reporting
Persons no longer have a reporting obligation under Section 13(d)
of the Exchange Act, and the Reporting Persons intend not to
further amend their report on Schedule 13D to reflect changes in
the facts set forth herein which may occur after the date
hereof".
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SIGNATURE
After reasonable inquiry and to the best
knowledge and belief of the undersigned, the undersigned
certifies that the information set forth in this Statement is
true, complete and correct.
Dated: June 26, 1995
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein & Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
agent of Dickstein International
Limited
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Mark Dickstein
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TRANSACTIONS IN COMMON
STOCK OF AMES DEPARTMENT STORES, INC.
Shares Sold by Dickstein & Co., L.P.*
Number of
Shares Price per Total
Date Sold share Commission Proceeds
6/20/95 25,000 2.00 25.00 49,975.00
6/21/95 52,500 2.00 25.00 104,975.00
6/22/95 357,000 2.00 50.00 713,950.00
6/23/95 175,000 2.44 25.00 426,537.50
Shares Sold by Dickstein International Limited*
Number of
Shares Price per Total
Date Sold share Commission Proceeds
6/20/95 25,000 2.00 25.00 49,975.00
6/21/95 22,500 2.00 25.00 44,975.00
6/22/95 158,000 2.00 25.00 315,975.00
6/23/95 75,000 2.44 25.00 182,787.50
Shares Sold by Mark Dickstein
Number of
Shares Price per Total
Date Sold share Commission Proceeds
6/23/95 50,000 2.44 25.00 121,850.00
________________
Dickstein & Co., L.P. received an aggregate of 9,329 shares of
Common Stock on May 19, 1995 as a distribution pursuant to the
POR and Dickstein & Co., L.P. and Dickstein International Limited
expect to receive additional shares pursuant thereto although the
amount and timing of the receipt of such shares is uncertain
(See item 3).
10
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