SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
---------- -----------
Commission file number 1-5380
-------------------------
FULL TITLE OF THE PLAN:
AMES DEPARTMENT STORES, INC. RETIREMENT AND SAVINGS PLAN
NAME OF THE PLAN'S SPONSOR AND
THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE
----------------------------------------------
Ames Department Stores, Inc.
2418 Main Street
Rocky Hill, CT 06067
------------------------------------------------------------------
<PAGE>
ITEMS TO BE ANSWERED
Item 1. CHANGES IN THE PLAN
-------------------
During 1994, the Ames Department Stores, Inc. Retirement and Savings Plan
(the "Plan") was modified to permit the Plan's participants to direct their
funds among four investment options: a fixed income fund managed by American
Express Trust Company (f/k/a IDS Trust Company, and, individually, or in
reference to affiliated companies providing services to the Plan, "American
Express") and three mutual funds managed by American Express. Prior to
1994, Plan participants had no investment options; Plan assets were invested
in one fund consisting primarily of insurance contracts, short-term (pooled)
funds and, beginning in December 1993, certain collective investment funds
managed by American Express.
In addition, the Plan was modified to permit participants, with certain
limitations, to change their investment allocation for future contributions
and to transfer funds between the investment options periodically. In
conjunction with the above modifications, the Plan changed from valuing its
assets monthly to valuing its assets daily. The change in valuation
methodology permits Ames Department Stores, Inc. (the "Company"), the Plan's
sponsor, to respond more timely to participant withdrawals, benefit payments
and loans.
The changes to the Plan were incorporated within an amendment and restatement
of the Plan which was effective as of January 1, 1993. A complete copy of
the amended and restated Plan was filed with an application for a favorable
determination with the Internal Revenue Service on March 31, 1995.
Item 2. CHANGES IN INVESTMENT POLICY
----------------------------
Effective April 1, 1994, the Company authorized the following investment
funds under the Plan:
1. The Ames Fixed Income Account (the "Fixed Income Account")
which seeks to earn competitive returns while minimizing risk to
principal by investing primarily in individual insurance company
contracts and certain collective investment funds managed by
American Express
<PAGE>
2. IDS Mutual, a mutual fund managed by American Express which
seeks current income and capital growth through investment in a
balanced portfolio of equity securities and bonds
3. IDS Stock Fund, a mutual fund managed by American Express
which seeks current income and capital growth primarily through
investment in equity securities
4. IDS New Dimensions, a mutual fund managed by American Express
which seeks long-term growth of capital through investment in
equity securities
In May 1994, Plan participants made their initial investment elections from
among the four funds. Approximately $13.4 million transferred from the Fixed
Income Account to IDS Mutual, IDS Stock Fund and IDS New Dimensions
(collectively, the "Mutual Funds") on July 1, 1994, the effective date of the
initial participant investment elections.
In December 1993, in connection with the transition to American Express as
the full service provider to the Plan in 1994, approximately $27.5 million
of liquid Plan assets were invested in three collective investment funds
managed by American Express.
Item 3. CONTRIBUTIONS UNDER THE PLAN
----------------------------
For each participant's contribution (up to a maximum of 5% of such
participant's total compensation), the Company contributes to the Plan an
amount equal to 50% of such contribution. A participant may contribute to
the Plan from 1% to 18% of annual compensation, as defined, on a pre-tax
or after-tax basis, or a combination of both.
During 1994, the Company contributed $2,860,904 to the Plan.
Item 4. PARTICIPATING EMPLOYEES
-----------------------
As of December 31, 1994 approximately 6,400 employees were participating in
the Plan.
<PAGE>
Item 5. ADMINISTRATION OF THE PLAN
--------------------------
The Plan is administered by the Policy Committee of Ames Department Stores,
Inc. (the "Committee") which is comprised of three persons who serve at
the sole discretion of the Company's Board of Directors without compensation
from the Plan. The Committee has general authority to control and manage
the operation and administration of the Plan, including authority to appoint
and remove trustees and to adopt rules interpreting or implementing the Plan.
The business address of the Committee members is 2418 Main Street, Rocky Hill,
Connecticut 06067.
Item 6. CUSTODIAN OF INVESTMENTS
------------------------
Through March 31, 1994, the funds of the Plan were held by:
State Street Bank and Trust Company
P.O. Box 1389
Boston, Massachusetts 02104
After March 31, 1994, the funds of the Plan were held by:
American Express Trust Company
1200 Northstar West
P.O. Box 928
Minneapolis, Minnesota 55440-0534
All fees, commissions and other charges assessed by the custodians are paid
by the Company. All investment management fees are paid by the Plan, except
for certain investment management fees during the period January 1992 through
March 1994, which were paid by the Company.
Item 7. REPORTS TO PARTICIPATING EMPLOYEES
----------------------------------
All participating employees received quarterly statements reflecting the
status of their individual accounts during 1994.
<PAGE>
Item 8. INVESTMENT OF FUNDS
-------------------
Effective April 1, 1994, the Company established the Ames Department Stores,
Inc. Retirement Plans Pooled Investment Trust (the "Pooled Investment Trust")
to permit the commingling of assets from its two retirement plans within the
Fixed Income Account and thereby allow the plans to earn the same rate of
return on assets invested in the Fixed Income Account. Effective on that
same date, substantially all of the assets of the Plan were transferred
from the Ames Department Stores, Inc. Master Trust (the "Master Trust") to
the Fixed Income Account, leaving only those assets related to the contracts
originally purchased from Executive Life Insurance Company remaining within
the Master Trust. In July 1994, approximately $13.4 million was transferred
from the Fixed Income Account to the Mutual Funds pursuant to the initial
investment elections by Plan participants.
<PAGE>
Item 9. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(a) Financial Statements of Ames Department Stores, Inc. Retirement
and Savings Plan
Report of Independent Public Accountants 6
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits 8
as of December 31, 1994 and 1993
Statement of Changes in Net Assets Available for Plan 9
Benefits for the Year Ended December 31, 1994
Statements of Changes in Net Assets Available for
Plan Benefits for the Years Ended December 31, 1993,
and 1992 10
Notes to Financial Statements 11
SCHEDULES:
Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1994 19
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1994 20
(b) Exhibits - None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Policy Committee of Ames Department Stores, Inc. has duly caused this
annual report to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated: June 27, 1995
/S/ JOSEPH R. ETTORE
--------------------------------------
Joseph R. Ettore
President, Chief Executive Officer
Ames Department Stores, Inc.
Dated: June 27, 1995
/S/ JOHN F. BURTELOW
---------------------------------------
John F. Burtelow
Executive Vice President
Chief Financial Officer
Ames Department Stores, Inc.
Dated: June 27, 1995
/S/ WILLIAM C. NAJDECKI
---------------------------------------
William C. Najdecki
Senior Vice President - Finance
Ames Department Stores, Inc.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of Ames Department Stores, Inc.
Retirement and Savings Plan:
We have audited the accompanying statements of net assets available for
plan benefits of Ames Department Stores, Inc. Retirement and Savings Plan
(the "Plan") as of December 31, 1994 and 1993, and the related statements
of changes in net assets available for plan benefits for the years ended
December 31, 1994, December 31, 1993 and December 31, 1992. These financial
statements and the schedules referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of
the Plan as of December 31, 1994 and 1993, and the changes in its net
assets available for plan benefits for the years ended December 31, 1994,
December 31, 1993 and December 31, 1992 in conformity with generally
accepted accounting principles.
Included among investments on the statements of net assets available for
plan benefits as of December 31, 1994 and 1993, are investments in Executive
Life Insurance Company, which was seized by insurance regulators in April
1991. As discussed in Note 5 to the financial statements, the Plan
administrator is unable to determine whether the carrying amount of these
investments will be realizable.
<PAGE>
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
of assets held for investment purposes and reportable transactions are
presented for the purpose of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974.
The fund information in the statement of net assets available for plan
benefits and the statement of changes in net assets available for plan
benefits are presented for purposes of additional analysis rather than
to present the net assets available for plan benefits and changes in net
assets available for plan benefits of each fund. The supplemental
schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and,
in our opinion, subject to the effect of such adjustments related to
investments in Executive Life Insurance Company, if any, as might have
been required had the outcome been known, are fairly stated in all
material respects in relation to the basic financial statements taken
as a whole.
ARTHUR ANDERSEN LLP
New York, New York
June 16, 1995 <PAGE>
<TABLE>
Ames Department Stores, Inc. Retirement and Savings Plan
Statements of Net Assets Available for Plan Benefits
As of December 31, 1994 and 1993
<CAPTION>
1994 1993
------------ ------------
<S> <C> <C>
Cash - $916
Contribution receivable
Employee $314,664 559,169
Employer 110,720 201,675
Employee promissory notes 1,928,351 1,557,463
Investments at fair value
IDS Mutual Fund 6,448,107 -
IDS Stock Fund 4,329,543 -
IDS New Dimensions 4,992,639 -
Investment in Master Trust 852,810 49,842,541
Investment in Pooled Investment Trust 36,123,360 -
------------ ------------
52,746,459 49,842,541
------------ ------------
Net assets available for plan benefits $55,100,194 $52,161,764
============ ============
<FN>
The accompanying notes and schedules are an integral part of these financial
statements
</TABLE>
<PAGE>
<PAGE>
<TABLE>
Ames Department Stores, Inc. Retirement and Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1994
<CAPTION>
State Street Bank
and Trust Company American Express Trust Company
----------------------- --------------------------------------------------------
General Promissory Fixed IDS New Promissory Total
Account Notes Income IDS Mutual IDS Stock Dimensions Notes Other Plan Assets
----------------------- -------------------------------------------------------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income
Dividends - - - $500,357 $446,584 $223,578 - - $1,170,519
Master Trust $719,968 - - - - - - - 719,968
Pooled Investment Trust
Interest on collective
funds - - 1,209,668 - - - - - 1,209,668
Interest on guaranteed
investment contracts - - 667,768 - - - - - 667,768
Administrative expenses (33,060) - (52,282) - - - - - (85,342)
----------------------- -------------------------------------------------------- --------- ------------
Net investment income 686,908 - 1,825,154 500,357 446,584 223,578 - - 3,682,581
Net depreciation in fair
value of investments (125,017) - (168,424) (523,784) (443,884) (95,288) - - (1,356,397)
Transfer of assets from (to)
Zayre Stores Retirement
and Savings Plan (49,427) - 11,914 - - - - - (37,513)
Interest income
on employee loans - 14,050 - - - - 87,352 - 101,402
Contributions
Employee 1,152,341 - 4,111,407 666,534 518,626 633,818 - 314,664 7,397,390
Employer 513,500 - 1,523,968 251,039 214,025 247,652 - 110,720 2,860,904
Participant withdrawals
and benefit payments (3,474,687) (219,356) (5,151,047) (254,972) (165,996) (257,380) (186,499) - (9,709,937)
Transfer from
prior trustee (47,397,795)(1,337,093) 47,397,795 - - - 1,337,093 - -
Transfers between
associated accounts (1,057,314) (15,064) (13,427,407) 5,808,933 3,760,188 4,240,259 690,405 - -
----------------------- -------------------------------------------------------- --------- ------------
Net increase (decrease)
in net assets available
for plan benefits (49,751,491)(1,557,463) 36,123,360 6,448,107 4,329,543 4,992,639 1,928,351 425,384 2,938,430
Net assets available
for plan benefits,
beginning of year 50,604,301 1,557,463 - - - - - - 52,161,764
----------------------- -------------------------------------------------------- --------- ------------
Net assets available
for plan benefits,
end of year $852,810 - $36,123,360 $6,448,107 $4,329,543 $4,992,639 $1,928,351 $425,384 $55,100,194
======================= ======================================================== ========= ============
<FN>
The accompanying notes and schedules are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
Ames Department Stores, Inc. Retirement and Savings Plan
Statements of Changes in Net Assets Available for Plan Benefits
For the Years Ended December 31, 1993 and 1992
<CAPTION>
1993 1992
------------ ------------
<S> <C> <C>
Investment income
Interest $104,707 $2,080,411
Pooled income
Master Trust 2,266,209 -
Other 137,497 1,109,473
Administrative expense - (6,994)
------------ ------------
Net investment income 2,508,413 3,182,890
Realized losses - (31,561)
Provision for Executive Life (Note 5) (65,779) (460,453)
Net depreciation in fair value
of investments (5,288) -
Transfer of assets from Zayre Stores
Retirement and Savings Plan - 17,824
Interest income on employee loans 113,610 85,217
Contributions
Employee 5,947,377 6,587,377
Employer 2,236,848 2,483,105
Participant withdrawals and benefit
payments (11,674,443) (14,636,665)
------------ ------------
Net decrease in net assets available
for plan benefits (939,262) (2,772,266)
Net assets available for plan benefits,
beginning of year 53,101,026 55,873,292
------------ ------------
Net assets available for plan benefits,
end of year $52,161,764 $53,101,026
============ ============
<FN>
The accompanying notes and schedules are an integral part of these
financial statements.
</TABLE>
<PAGE>
AMES DEPARTMENT STORES, INC. RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
1. PLAN DESCRIPTION
----------------
The following description of the Ames Department Stores, Inc. Retirement
and Savings Plan (the "Plan") is provided for general information purposes
only. More complete information regarding the Plan's provisions may be
found in the Plan document.
GENERAL
The Plan is a defined contribution plan for the benefit of eligible
employees of Ames Department Stores, Inc. (the "Company"). All non-union
employees of the Company who have attained the age of 21 and have completed
one year of service, as defined, are eligible to participate. The Plan is
subject to the applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
PLAN ADMINISTRATION
Under a trust agreement effective as of April 1, 1994, American Express
Trust Company (f/k/a IDS Trust Company, and, individually, or in
reference to affiliated companies providing services to the Plan,
"American Express") was appointed trustee for substantially all of the
Plan assets. State Street Bank and Trust Company ("State Street"), the
trustee for the Plan assets prior to April 1,1994, remains trustee only
for the assets related to the contracts originally purchased on behalf
of the Plan from Executive Life Insurance Company (See Note 5).
The Plan is administered by the Policy Committee of Ames Department
Stores, Inc. (the "Committee") which is comprised of three persons who
serve at the sole discretion of the Company's Board of Directors without
compensation from the Plan. The Committee has general authority to
control and manage the operation and administration of the Plan,
including authority to appoint and remove trustees and to adopt rules
interpreting or implementing the Plan.
CONTRIBUTIONS
Participants may contribute to the Plan from 1% to 18% of their annual
compensation on a pre-tax or after-tax basis, or a combination of both.
For each participant's contribution, up to a maximum of 5% of such
participant's annual compensation, as defined, the Company will
contribute an amount equal to 50% of such contribution.
<PAGE>
Company contributions, participants' pre-tax contributions and the
investment income related to all contributions are excluded from the
participants' income for federal income tax purposes until such amounts
are withdrawn or distributed. Under the Tax Reform Act of 1986,
participants were limited to 1994 pre-tax contributions of $9,240.
This limit is subject to adjustment due to inflation in each plan year.
PARTICIPANT ACCOUNTS
Each participant's account is credited with (a) the participant's
contribution, (b) the Company's pro rata contribution, which includes
forfeitures of terminated participants' nonvested accounts and (c) an
allocation of plan earnings, net of investment management fees.
Allocations are based on participant earnings or account balances, as
defined in the Plan. The benefit to which a participant is entitled
is the vested portion of the benefit that can be provided from the
participant's account.
VESTING
Employee contributions are 100% vested in the Plan. One-half of Company
contributions are vested immediately and the remainder are vested in
increasing percentages until fully vested after five years of service.
Vesting refers to benefits to which participants are entitled regardless
of future service with the Company.
PAYMENT OF BENEFITS
The Plan provides for lump-sum withdrawal of employee benefits upon
termination of employment, disability or death. Benefits are payable
upon the request of a participant after separation of employment, but no
later than age 70 1/2. In addition, hardship withdrawals are permitted
if certain criteria are met.
LOAN PROVISION
Participants who are active employees may borrow up to 50% of their
vested account balance with a minimum loan amount of $500 and a
maximum of $50,000 or limits prescribed by the Internal Revenue Service
("IRS"). The loans must be repaid through weekly payroll deductions
over a period not to exceed three years at an interest rate that is
2% above the prime rate. Participants may prepay the entire unpaid
balance at any time without penalty.
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
BASIS OF ACCOUNTING
The Plan's financial statements are presented on the accrual basis of
accounting in accordance with generally accepted accounting principles.
Contributions receivable represent the retirement and savings contribution
due from the Company for amounts contributed by employees and the Company's
matching contribution during the periods presented but not yet received by
the Plan as of the end of the periods presented. In 1994, the balance
represents contributions from the last two weeks of December. In 1993,
the balance represents contributions from the month of December.
VALUATION OF INVESTMENTS
The principal Plan assets and their valuation basis are as follows:
Short-Term (Pooled) Funds - at market value of underlying securities
as determined by trustee
American Express Collective Investment Funds - at market value of
underlying securities as determined by American Express
American Express Mutual Funds - at market value of underlying
securities as determined by American Express
Guaranteed Investment Contracts ("GICs") issued by insurance companies
- at cost
Although GICs are carried at cost, the election of a lump sum
withdrawal prior to the maturity of the contract will result in a
market value adjustment.
The assets related to the contracts originally purchased from Executive
Life Insurance Company have been adjusted to the Company's best estimate
of the realizable value of these assets. See Note 5 for further
discussion.
NET DEPRECIATION IN FAIR VALUE OF INVESTMENTS
Net realized and unrealized depreciation is recorded in the accompanying
statements of changes in net assets as net depreciation in fair value of
investments.
<PAGE>
ADMINISTRATIVE EXPENSES
The Company pays all administrative, recordkeeping and trust fees for the
Plan, except those fees related to processing of loans and withdrawals.
The Plan pays all investment management fees. During the period January
1992 through March 1994, the Company paid for certain investment management
fees.
OTHER
Certain 1993 amounts have been reclassified to conform with 1994
presentation.
Withdrawal and benefit payments authorized prior to year-end but
distributed subsequent to year-end were $307,238, $1,186,059 and
$908,921 for 1994, 1993 and 1992, respectively.
3. TAX STATUS
----------
The Plan obtained its latest determination letter on November 2, 1992,
in which the IRS stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue
Code. The Plan has since been amended and restated, effective
January 1993, primarily to reflect the offering of investment options
to participants. A complete copy of the amended and restated Plan was
filed with an application for a favorable determination with the IRS
on March 31, 1995.
The Committee believes that the Plan was qualified under the Internal
Revenue Code as exempt from federal income taxes as of the financial
statement dates.
4. PLAN TERMINATION
----------------
The Company expects to continue the Plan, but retains the right at any
time to terminate it. Upon any termination or partial termination of
the Plan or the complete discontinuance of contributions thereunder,
the interest of each affected participant in his or her account at the
date of such termination, partial termination or discontinuance shall
be nonforfeitable and all unallocated contributions and forfeitures
shall become nonforfeitable.
<PAGE>
5. INVESTMENT IN EXECUTIVE LIFE INSURANCE COMPANY CONTRACTS
--------------------------------------------------------
At the time that Executive Life Insurance Company ("ELIC") was seized
by insurance regulators in April, 1991, the Plan had an interest totaling
$3,288,951, at cost, in four ELIC contracts. Income and withdrawal
payments from all ELIC contracts were suspended as a result of the seizure.
Interest ceased being accrued on the Plan's ELIC contracts at that time.
For the year ended December 31, 1992, the Plan recorded an adjustment
of $460,453, or 14% of the original cost, for an estimated loss on
these contracts based upon the ELIC rehabilitation plan as proposed. At
that time, the rehabilitation plan was being considered by the California
courts. In August of 1993, a modified plan of rehabilitation was approved
by the California courts and, although subject to a number of legal
challenges, began to be implemented in September, 1993. For the year
ended December 31, 1993, an additional adjustment of $65,779, or 2% of
the original cost, was recorded to reduce the investment to its estimated
fair value, based on the modified plan, of 84% of original cost.
In February 1994, Fiduciary Capital Management ("FCM"), the Plan's
investment manager at the time, directed the holder of the Plan's ELIC
contracts, State Street, to opt-out of the ELIC plan of rehabilitation.
Accordingly, the Plan has received certain opt-out payments and is
entitled to certain cash distributions from the opt-out trust created
under the ELIC plan of rehabilitation ("ELIC Opt-out Distribution
Rights"). It is expected that cash distributions from the opt-out
trust will be received by the Plan through 1998.
As of December 31, 1994, the Plan had received in cash approximately
$1.9 million from ELIC and the opt-out trust, including interest earned
on cash distributions held by the Plan prior to distribution to
participants. In March 1995, approximately $375,000 was received from
the opt-out trust. The Committee is currently in the process of
coordinating the distribution of the March 1995 funds to participants.
The Committee is unable to determine with certainty if the remaining
carrying value of the ELIC Opt-out Distribution Rights will be fully
realizable.
<PAGE>
6. MASTER TRUST ALLOCATION
-----------------------
In January 1993, the Company established the Ames Department Stores, Inc.
Master Trust (the "Master Trust") to permit the commingling of assets
from its two retirement plans and thereby allow the assets to earn the
same rate of interest on the invested assets.
<TABLE>
The Plan's interest in the assets of the Master Trust is included in the
accompanying statement of net assets available for plan benefits. A
summary of the assets of the Master Trust as of December 31, 1994 and
as of December 31, 1993 is as follows:
<CAPTION>
1994 1993
---------------------- ---------------------------
Cost Fair Value Cost Fair Value
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
ELIC Opt-out Distribution Rights (Note 5) $874,231 $874,231 - -
Investments
American Express collective funds
Income Fund - - $14,053,762 $14,053,522
Stable Capital Fund - - 9,832,719 9,832,125
Federal Income Fund - - 4,222,635 4,214,150
Guaranteed investment contracts
Executive Life Insurance Co. - - 910,631 740,826
1988 Selection Fund BB (Executive Life) - - 1,779,512 1,437,885
1988 Selection Fund W (Executive Life) - - 41,221 33,248
1989 Selection Fund F7 (Executive Life) - - 106,271 86,115
State Mutual GA - 91364A - - 463,945 463,945
Provident National - #027-05193-03A - - 436,185 436,185
Principal Mutual Life GIC GA-15646 - - 4,584,348 4,584,348
Prudential Life Ins Co GIC GA-6985 - - 5,465,266 5,465,266
Peoples Security Life Ins Co GIC #BDA00297FR - - 3,011,261 3,011,261
AIG Funding Insurance Company GIC #870A - - 1,746,801 1,746,801
Protective Life Ins Co GIC GA-678-A - - 2,507,913 2,507,913
Peoples Security Life Ins Co GIC #BDA00298FR - - 36,057 36,057
AIG Funding Insurance Company GIC #87OZ - - 35,376 35,376
Protective Life Ins Co GIC GA-678-B - - 50,158 50,158
Short-Term Investment (Pooled) Fund - - 2,078,623 2,078,623
--------- ------- ----------- -----------
874,231 874,231 51,362,684 50,813,804
Interest receivable - - 6,332 6,332
-------- ------- ------------ ------------
Total Master Trust assets $874,231 $874,231 $51,369,016 $50,820,136
======== ======== =========== ===========
</TABLE>
<PAGE>
Allocations of the fair value of the assets of the Master Trust to
participating plans as of December 31, 1994 and as of December 31, 1993
are as follows:
<TABLE>
<CAPTION>
1994 1993
------------------ -------------------------
Amount Percent Amount Percent
--------- ------- ------------ ---------
<S> <C> <C> <C> <C>
Ames Department Stores, Inc.
Retirement and Savings Plan $852,810 97.55% $49,842,541 98.08%
Zayre Stores Retirement and
Savings Plan 8,553 0.98 935,737 1.84
Ames Collective Bargaining Unit Retirement
and Savings Plan - Fredericksburg 12,868 1.47 41,858 0.08
-------- ------- ------------ -------
$874,231 100.00% $50,820,136 100.00%
======== ======= =========== =======
</TABLE>
Master Trust income allocated to the participating plans for the years
ended December 31, 1994 and December 31, 1993 are as follows:
1994 1993
--------- -----------
Interest income $21,155 $679,428
Income on collective funds 407,585 105,261
Income on guaranteed investment contracts 304,662 1,618,026
--------- -----------
$733,402 $2,402,715
========= ===========
The Master Trust income for the year ended December 31, 1994, reflects
the activity for the three months ended March 31, 1994, prior to the
transfer of substantially all of the Plan assets from State Street
to American Express.
<PAGE>
7. POOLED INVESTMENT TRUST ALLOCATION
Effective April 1, 1994, as part of the transition to American Express
as the full service provider to the Plan and the introduction of multiple
investment options to Plan participants, the Company established the Ames
Department Stores, Inc. Retirement Plans Pooled Investment Trust (the
"Pooled Investment Trust") to permit the commingling of certain assets
from its two retirement plans and thereby allow the plans to earn the
same rate of return of those assets.
The Plan's interest in the assets of the Pooled Investment Trust is
included in the accompanying statement of net assets available for plan
benefits as of December 31, 1994. A summary of the assets of the Pooled
Investment Trust as of December 31, 1994 is as follows:
<TABLE>
<CAPTION>
1994
-------------------------
Cost Fair Value
------------ -----------
<S> <C> <C>
Investment
American Express collective funds
Income Fund $13,390,691 $13,336,068
Stable Capital Fund 9,330,270 9,313,525
Federal Income Fund 4,147,337 3,989,787
Guaranteed investment contracts
Principal Mutual Life GIC GA-15646 2,477,840 2,477,840
Prudential Life Ins Co GIC GA-6985 3,024,260 3,024,260
Peoples Security Life
Life Ins Co GIC #BDA00297FR 2,837,705 2,837,705
AIG Funding Insurance
Company GIC #870A 886,558 886,558
Protective Life Ins Co. GIC GA-678-A 1,253,956 1,253,956
Peoples Security Life
Ins Co GIC #BDA00298FR 36,582 36,582
AIG Funding Insurance Company GIC #87OZ 17,731 17,731
Protective Life Ins Co GIC GA-678-B 25,079 25,079
----------- -----------
Total Pooled Investment Trust assets $37,428,009 $37,199,091
=========== ===========
</TABLE>
<PAGE>
Allocations of the fair value of the assets of the Pooled Investment Trust
to participating plans as of December 31, 1994 is as follows:
1994
----------------------
Amount Percent
------------ --------
Ames Department Stores, Inc.
Retirement and Savings Plan $36,123,360 97.11%
Zayre Stores Retirement and
Savings Plan 1,075,731 2.89
----------- -------
$37,199,091 100.00%
=========== =======
8. RELATED - PARTY TRANSACTIONS
Substantially all of the Plan assets are managed by American Express
Financial Corporation or American Express Trust Company, a subsidiary of
American Express Financial Corporation. American Express Trust Company
is the trustee as defined by the Plan and, therefore, the investment
transactions qualify as party-in-interest.
<PAGE>
<PAGE>
<TABLE>
Schedule I
Employee number 04-22694444
Plan number 003
Ames Department Stores, Inc. Retirement and Savings Plan
Item 27a - Schedule of Assets held for Investment Purposes (a)
As of December 31, 1994
<CAPTION>
1994
---------------------------
Cost Fair Value
------------ ------------
<S> <C> <C>
IDS Mutual Fund (585,074.504 shares) $6,970,499 $6,448,107
IDS Stock Fund (254,140.837 shares) 4,777,913 4,329,543
IDS New Dimensions (358,872.845 shares) 4,875,250 4,992,639
------------ ------------
16,623,662 15,770,289
Investment in Pooled Investment Trust
(3,463,742.116 shares) 36,390,265 36,123,360
Investment in Master Trust (b) 852,810 852,810
------------ ------------
Total Investments $53,866,737 $52,746,459
============ ============
Employee Promissory Notes $1,928,351 $1,928,351
============ ============
<FN>
(a) As of December 31, 1993, all investments were held by
the Master Trust
(b) Consists only of ELIC Opt-out Distribution Rights; see Note 5.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
Schedule II
Employee number 04-2269444
Plan number 003
Ames Department Stores, Inc. Retirement and Savings Plan
Item 27d - Schedule of Reportable Transactions
For the Year Ended December 31, 1994
<CAPTION>
Purchases Sales
--------------------- ---------------------------------------
Number Purchase Number Selling Cost of Net Gain
Description of Price of Price Assets (Loss)
Identity of Party Involved of Asset Transactions (000s) Transactions (000s) (000s) (000s)
- -------------------------- ---------------- ---------- ------- ---------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
*IDS Mutual Fund Mutual Fund 51 $7,360.8 69 $382.0 $383.4 ($1.4)
*IDS New Dimensions Mutual Fund 49 5,186.0 66 321.6 310.7 10.9
*IDS Stock Fund Mutual Fund 54 5,030.0 64 256.6 252.1 4.5
*Ames Fixed Income Account Fixed Income Fund 52 38,720.5 88 18,312.3 18,044.4 267.9
<FN>
* Denotes party-in-interest
</TABLE>
