AMES DEPARTMENT STORES INC
8-K, 1995-05-17
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): May 17, 1995
    ----------------------------------------------------------------- 
                                                       (May 17, 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 May 17, 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 thirteen
        weeks ended April 29, 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 April 29, 1995 were $7.9 million
        below the projections contained in the Form 8-K dated February 16, 1995
        (the "Plan") primarily due to below Plan sales performances in womens
        and childrens apparel, toys and home goods.  EBITDA (as defined in
        Exhibit 20) for the four weeks was $.4 million better than Plan and
        $1.9 million above last year.  The EBITDA improvement over Plan was due
        to a favorable gross margin rate and lower-than-planned expenses,
        partially offset by the below Plan sales performance and lower-than-
        planned other income and property gains.  The gross margin rate was
        favorably impacted by lower-than-planned markdowns.  Expenses were
        below Plan principally because of lower store expenses.

            The $.2 million net loss for the four weeks was $.4 million better
        than Plan.  It is not comparable to last year's net income of $3.0
        million in April primarily because last year's $6.5 million non-cash
        income tax benefit for the first quarter was recorded entirely in
        April.

            Sales for the thirteen weeks ended April 29, 1995 were $5.4
        million below Plan primarily due to below Plan sales performances in
        womens and childrens apparel and home goods.  The year-to-date EBITDA
        was $.1 million below Plan and $1.2 million above last year.  The
        EBITDA results reflected the below Plan sales performance and a lower-
        than-planned gross margin rate, partially offset by lower-than-planned
        expenses and higher-than-planned other income and property gains.  The
        gross margin rate was below Plan because of higher-than-planned
        markdowns.  Store, field and home office expenses were below Plan.

            Cash and cash equivalents as of April 29, 1995, were $60.8 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 $55.6 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 April 29, 1995, merchandise inventories were $24.8 million
        above Plan primarily due to higher-than-planned inventories in apparel,
        home entertainment and domestics.  Trade payables were $35.6 million
        above Plan primarily due to improved payment terms and higher-than-
        planned merchandise purchases in April.  Outstanding borrowings under
        the Company's revolving line of credit were $16.9 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 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 Thirteen Weeks Ended April 29, 1995.



<PAGE>



                             INDEX TO EXHIBITS







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


       20          Unaudited Financial Summary Results             6
                   for the Four and Thirteen Weeks Ended 
                   April 29, 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:  May 17, 1995                 By: /s/ Joseph R. Ettore        
                                     -------------------------------
                                         Joseph R. Ettore
                                         President, Director, and
                                         Chief Executive Officer





Dated:  May 17, 1995                 By: /s/ John F. Burtelow        
                                     ------------------------------- 
                                         John F. Burtelow
                                         Executive Vice President,
                                         Chief Financial Officer





Dated:  May 17, 1995                 By: /s/ William C. Najdecki     
                                     -------------------------------
                                         William C. Najdecki
                                         Senior Vice President,
                                         Chief Accounting Officer






<PAGE>
<TABLE>
                             AMES DEPARTMENT STORES, INC.            Exhibit 20
                              APRIL RESULTS VS. PLAN                Page 1 of 2
                                   MANAGEMENT FORMAT
                                      (Unaudited)
                                     (In Millions)
<CAPTION>
                                  April, 1995            Year-to-Date 1995
                                               Last                        Last
                             Actual  Plan(a)   Yr(b)   Actual  Plan(a)    Yr (b)
<S>                          <C>    <C>     <C>      <C>      <C>      <C>
INCOME SUMMARY:
Net Sales                    $140.7  $148.6   $135.3   $441.7   $447.1   $435.8

FIFO  Margin     $             40.3    41.5     39.7    114.0    118.9    115.0
      Margin     %             28.6%   27.9%    29.3%    25.8%    26.6%    26.4%

Total Expenses                (40.5)  (42.6)   (42.6)  (131.5)  (135.6)  (136.4)

Other Income/Property Gains     2.0     2.5      2.8      7.3      6.6     10.0
                             ---------------------------------------------------
EBITDA                          1.8     1.4     (0.1)   (10.2)   (10.1)   (11.4)

Depreciation and Amort (net)   (0.2)   (0.1)     0.2     (0.5)    (0.4)     0.6
Net Interest Expense           (1.9)   (2.2)    (2.1)    (5.1)    (6.0)    (6.0)
Other Expenses, Incl LIFO         -       -        -     (0.1)       -     (3.3)
Extra. Item, Net of Tax           -       -     (1.5)       -        -     (1.5)
Non-Cash Inc. Tax Ben.          0.1     0.3      6.5      4.8      5.0      6.5

                             ---------------------------------------------------
Net Income (Loss)              (0.2)   (0.6)     3.0   ($11.1)  ($11.5)  ($15.1)
                             ===================================================


                                                      Balance at end of Period
                                                                          Last  
                                                      Actual   Plan(a)    Yr(b)
                                                     ---------------------------
BALANCE SHEET SUMMARY:
Cash and Cash Equivalents                               $20.2    $25.7    $81.0
Merchandise Inventories, LIFO                           520.5    495.7    506.8
Other Current Assets                                     40.0     41.8     44.8
                                                     ---------------------------
      Total Current Assets                              580.7    563.2    632.6
Net Fixed Assets                                         44.6     44.0     22.7
Long-Term Assets                                          5.0      5.9      1.1
                                                     ---------------------------
      Total Assets                                     $630.3   $613.1   $656.4
                                                     ===========================

Trade Accounts Payable                                 $150.9   $115.3   $110.3
Short-Term Debt (Revolver)                              103.1    120.0     88.5
Other Current Liabilities                               160.4    157.0    239.5
                                                     ---------------------------
      Total Current Liabilities                         414.4    392.3    438.3

Long-Term Debt                                           29.6     37.4     43.1
Other Long-Term Liabilities                              43.0     41.7     52.0

Unfavorable Lease Liability                              22.4     22.4     24.5
Fresh-start Excess Net Assets (Negative Goodwill)        47.1     47.1     53.2

Paid-In-Capital                                          81.0     80.3     73.5
Retained Earnings (Deficit)                              (7.2)    (8.1)   (28.2)
                                                     ---------------------------
      Total Stockholders' Equity                         73.8     72.2     45.3
                                                     ---------------------------
      Total Liabilities & Equity                       $630.3   $613.1   $656.4
                                                     ===========================

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

<CAPTION>

                                            April, 1995       YTD 1995
                                          Actual  Plan(a)   Actual  Plan(a)
<S>                                     <C>      <C>      <C>      <C>
CASH FLOW SUMMARY:
Beginning Cash & Cash Equivalents          $26.6    $25.4    $30.4    $15.2

Cash Flow from Operations:
   Net Income (Loss)                        (0.2)    (0.6)   (11.1)   (11.5)
   Non-Cash Income Tax Exp (Ben)            (0.1)    (0.3)    (4.8)    (5.0)
   Other                                     1.3      0.4      1.4      1.4
                                        ------------------------------------
Cash Provided by (Used in) Operations        1.0     (0.5)   (14.5)   (15.1)

Changes in Working Capital:
   FIFO Inventory (increase) decrease      (25.3)    (6.2)   (90.4)   (64.6)
   Trade Payables increase (decrease)        4.0     10.4     20.2     (9.2)
   All Other                                (6.5)    (0.2)   (12.7)    (3.4)
                                        ------------------------------------
Net Changes in Working Capital             (27.8)     4.0    (82.9)   (77.2)

Capital Expenditures                        (2.3)    (1.9)    (5.0)    (4.2)

Other:
   Short-Term Borrow. - Revolver            23.0        -    103.1    120.0
   Capital Lease Payments                   (0.3)    (0.3)    (1.0)    (2.3)
   Long-Term Debt Payments                     -     (0.2)    (9.9)    (9.9)
   Financing Fee Payments                      -     (0.8)       -     (0.8)
                                        ------------------------------------
Total Other                                 22.7     (1.3)    92.2    107.0
                                        ------------------------------------

Increase (Decrease) in Cash & Cash Equiv    (6.4)     0.3    (10.2)    10.5
                                        ------------------------------------

Ending Cash & Cash Equivalents             $20.2    $25.7    $20.2    $25.7
                                        ====================================
<FN>

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


                                        Page 7 of 7
</TABLE>



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