AMES DEPARTMENT STORES INC
8-K, 1995-10-13
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): October 13, 1995
    ------------------------------------------------------------------
                                                     (October 13, 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>

ITEM 5:  OTHER EVENTS
         ------------

       Beginning on October 13, 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 five and thirty-five weeks ended September 30, 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 five weeks ended September 30, 1995 were $6.7
  million below the projections contained in the Form 8-K dated 
	 August 18, 1995 (the "Plan").  EBITDA (as defined in Exhibit 20)
	 for the five weeks was $4.2 million below Plan and $0.8 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-five weeks ended September 30, 1995 were
  $12.4 million below Plan.  The year-to-date EBITDA was $2.3 million
  below Plan and $5.1 million better than last year.  The EBITDA
  results for the thirty-five 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 five week period.

       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 September 30, 1995, merchandise inventories were $17.7
  million above Plan primarily due to higher-than-planned inventories
  in certain hardlines categories and early receipt of October orders.
  Trade payables were $20.9 million above Plan
  primarily due to better-than-planned trade payment terms. 
  Outstanding borrowings under the Company's revolving line of credit
  were $13.5 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 Five
                           and Thirty-five Weeks Ended September 30, 1995
<PAGE>


                          INDEX TO EXHIBITS






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

   20               Unaudited Financial Summary Results         6
                    for the Five and Thirty-five Weeks
                    Ended September 30, 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:    October 12, 1995             By: /s/ Joseph R. Ettore
                                       ------------------------------
                                       Joseph R. Ettore
                                       President, Director, and 
                                       Chief Executive Officer


Dated:    October 12, 1995             By: /s/ John F. Burtelow               
                                       ---------------------------------
                                       John F. Burtelow
                                       Executive Vice President,
                                       Chief Financial Officer


Dated:    October 12, 1995             By: /s/ William C. Najdecki            
                                       ---------------------------------
                                       William C. Najdecki
                                       Senior Vice President,
                                       Finance



<PAGE>

<PAGE>
<TABLE>
                             AMES DEPARTMENT STORES, INC.            Exhibit 20
                              SEPTEMBER RESULTS VS. PLAN            Page 1 of 2
                                   MANAGEMENT FORMAT
                                      (Unaudited)
                                     (In Millions)
<CAPTION>
                               September, 1995        Fiscal 1995 Year-to-Date
                                              Last                       Last
                              Act   Plan(a)  Yr (b)   Act(c)  Plan(a)   Yr (b)
<S>                          <C>    <C>     <C>      <C>      <C>      <C>
INCOME SUMMARY:
Net Sales                    $189.3  $196.0   $190.8 $1,287.6 $1,300.0 $1,267.7

FIFO  Margin     $             51.1    55.5     52.4    336.6    350.4    342.3
      Margin     %             27.0%   28.3%    27.5%    26.1%    27.0%    27.0%

Total Expenses                (52.4)  (53.2)   (53.4)  (363.5)  (371.2)  (376.4)

Other Income/Property Gains     2.8     3.4      3.3     24.5     20.7     26.6
                             ---------------------------------------------------
EBITDA                          1.5     5.7      2.3     (2.4)    (0.1)    (7.5)

Depreciation and Amort (net)   (0.4)   (0.3)    (0.1)    (1.7)    (1.7)     0.9
Net Interest Expense           (2.5)   (2.9)    (2.5)   (16.2)   (18.6)   (17.3)
Other Income (Expense),
      Including LIFO            0.1       -     (0.1)     1.0        -     (3.6)
Non-Recur Gain - Wertheim Set     -       -        -        -        -     12.0
Extra. Item, Net of Tax           -       -        -        -        -     (1.5)
Non-Cash Inc. Tax (Prov.) Ben   0.4    (0.8)     0.1      5.8      6.2      5.0

                             ---------------------------------------------------
Net Income (Loss)             ($0.9)   $1.7    ($0.3)  ($13.5)  ($14.2)  ($12.0)
                             ===================================================


                                                      Balance at end of Period
                                                                         Last  
                                                      Actual  Plan (a)   Yr (b)
                                                     ---------------------------
BALANCE SHEET SUMMARY:
Cash and Cash Equivalents                               $22.6    $31.7    $32.2
Merchandise Inventories, LIFO                           560.3    542.6    554.3
Other Current Assets                                     52.5     55.8     55.8
                                                     ---------------------------
      Total Current Assets                              635.4    630.1    642.3
Net Fixed Assets                                         52.8     58.3     38.8
Long-Term Assets                                          4.2      4.6      6.9
                                                     ---------------------------
      Total Assets                                     $692.4   $693.0   $688.0
                                                     ===========================

Trade Accounts Payable                                 $168.6   $147.7   $144.8
Short-Term Debt (Revolver)                              166.5    180.0    158.2
Other Current Liabilities                               152.2    154.0    171.3
                                                     ---------------------------
      Total Current Liabilities                         487.3    481.7    474.3

Long-Term Debt                                           25.2     35.7     40.7
Other Long-Term Liabilities                              42.3     40.0     50.4

Unfavorable Lease Liability                              21.6     21.6     23.6
Fresh-start Excess Net Assets (Negative Goodwill)        44.5     44.5     50.6

Paid-In-Capital                                          81.0     80.3     73.5
Retained Earnings (Deficit)                              (9.5)   (10.8)   (25.1)
                                                     ---------------------------
      Total Stockholders' Equity                         71.5     69.5     48.4
                                                     ---------------------------
      Total Liabilities & Equity                       $692.4   $693.0   $688.0
                                                     ===========================

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

<CAPTION>

                                        September, 1995    Fiscal 1995 YTD 
                                         Actual  Plan (a)  Actual   Plan (a)
<S>                                     <C>      <C>      <C>      <C>
CASH FLOW SUMMARY:
Beginning Cash & Cash Equivalents          $23.3    $23.5    $30.4    $15.2

Cash Flow from Operations:
   Net Income (Loss)                        (0.9)     1.7    (13.5)   (14.2)
   Non-Cash Income Tax Exp (Ben)            (0.4)     0.8     (5.8)    (6.2)
   Other                                     0.6      0.6      4.1      4.1
                                        ------------------------------------
Cash Provided by (Used in) Operations       (0.7)     3.1    (15.2)   (16.3)

Changes in Working Capital:
   FIFO Inventory (increase) decrease      (49.0)   (41.8)  (130.1)  (111.5)
   Trade Payables increase (decrease)       22.9     26.9     32.3     23.3
   All Other                                (6.1)    (5.8)   (25.5)   (19.3)
                                        ------------------------------------
Net Changes in Working Capital             (32.2)   (20.7)  (123.3)  (107.5)

Capital Expenditures                        (4.0)    (2.9)   (17.0)   (22.5)

Other:
   ST Borrowings (Payments) - Revolver      37.6     30.0    166.5    180.0
   Capital Lease Payments                   (0.3)    (0.3)    (2.8)    (3.9)
   Long-Term Debt Payments                  (1.1)    (1.0)   (15.2)   (12.3)
   Financing Fee Payments                      -        -     (0.8)    (1.0)
                                        ------------------------------------
Total Other                                 36.2     28.7    147.7    162.8
                                        ------------------------------------

Increase (Decrease) in Cash & Cash Equiv    (0.7)     8.2     (7.8)    16.5
                                        ------------------------------------

Ending Cash & Cash Equivalents             $22.6    $31.7    $22.6    $31.7
                                        ====================================
<FN>

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


                                        Page 7 of 7
</TABLE>



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