UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)1
AMES DEPARTMENT STORES, INC.
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(Name of issuer)
COMMON STOCK, par value $.01 per share
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(Title of class of securities)
030789507
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(CUSIP number)
Judy K. Mencher
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02181
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(Name, address and telephone number of person authorized to
receive notices and communications)
May 28, 1996
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(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 the statement. |_| (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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(1)The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP Nos. 030789507 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital Management, LLC
04-3300754
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
SEE ITEM #5 (b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
COMMONWEALTH OF MASSACHUSETTS
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,504,650
BENEFICIALLY --------------------------------------------------------------
8 SHARED VOTING POWER
OWNED BY EACH
REPORTING --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
1,504,650
WITH
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,504,650
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.35%
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14 TYPE OF REPORTING PERSON *
00
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 030789507 Page 3 of 7 Pages
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This Amendment No. 1 to Schedule 13D (this "Amendment") filed pursuant to
Section 13d- 2(a) of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the "Act") restates the entire text of the
Schedule 13D (the "Schedule 13D") dated March 1, 1996 and filed with the
Securities and Exchange Commission. This Amendment is being filed via EDGAR as
required by Section 13d-2(c) of the General Rules and Regulations under the Act
by DDJ Capital Management, LLC., a Massachusetts limited liability company
("DDJ"), relating to the common stock, par value $.01 per share (the "Common
Stock" or the "Shares"), of Ames Department Stores, Inc., a Delaware corporation
(the "Issuer" or the "Company").
The filing of this Schedule 13D is not, and should not be deemed to be, an
admission that such Schedule 13D is required to be filed. See the discussion
under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the common stock, $0.01 par value (the
"Shares") of Ames Department Stores, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 2418
Main Street, Rocky Hill, CT 06067.
Item 2. Identity and Background.
This statement is being filed by DDJ Capital Management, LLC, a
Massachusetts limited liability Company ("DDJ"). On March 1, 1996 the affiliates
of DDJ named below (the "DDJ Affiliates") purchased from subsidiaries of FMR
Corp., a Massachusetts corporation, their interests as general partners and
investment managers of two Funds, Fidelity Copernicus Fund, L.P. and Fidelity
Galileo Fund, L.P., the names of which were then changed to The Copernicus Fund,
L.P., and The Galileo Fund, L.P. (jointly the "Funds"). DDJ is an investment
adviser exempt from registration under the Investment Advisers Act of 1940 by
reason of Section 203(b)(3) thereof. The principal offices of DDJ and of each of
the DDJ Affiliates are located at 141 Linden Street, Suite 4, Wellesley,
Massachusetts 02181.
The following information relates to the DDJ Affiliates: DDJ Copernicus,
LLC is the general partner of, and DDJ Copernicus Management, LLC is the
investment manager for, The Copernicus Fund, L.P. DDJ Galileo, LLC is the
general partner of, and DDJ Galileo Management, LLC is the investment manager
for, The Galileo Fund, L.P. Each of the DDJ Affiliates is a Massachusetts
limited liability company.
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and members of DDJ
and each of the DDJ Affiliates are set forth in Schedule A hereto.
<PAGE>
SCHEDULE 13D
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CUSIP No. 030789507 Page 4 of 7 Pages
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Within the past five years, none of the persons named in this Item 2 or
listed on Schedule A has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws or finding any
violations with respect to such laws.
The Shares to which this statement relates are owned directly or
indirectly by one or both of the Funds.
Item 3. Source and Amount of Funds or Other Consideration.
This filing is being made to reflect the purchase by DDJ and the DDJ
Affiliates of the interest of subsidiaries of FMR as general partner and
investment manager of the Funds and, except with respect to trades within the
last 60 days, not due to any acquisition by the Funds of Common Stock of the
Company which was previously reported by FMR on a Schedule 13D dated July 10,
1995.
The following information is derived from that filing.
The Funds which own or owned Shares purchased in the aggregate 1,504,650
Shares for cash in the amount of approximately $2,244,865.30 including brokerage
commissions. All of the 576,250 Shares of common stock owned by one Fund were
purchased for cash or on margin pursuant to a typical customer margin agreement
with Bear, Stearns & Co. and all of the 928,400 Shares owned by the other Fund
were purchased for cash or on margin pursuant to a typical customer margin
agreement with Goldman Sachs & Co.
During the period from the filing of the Schedule 13D to the date hereof,
the Funds acquired 273,450 Shares. The attached Schedule B sets forth Shares
purchased and/or sold by the Funds since December 30, 1995.
Item 4. Purpose of Transaction.
The Shares were purchased in order to acquire an equity interest in the
Company in pursuit of specified investment objectives established by the
investors in the Funds.
The DDJ Affiliates may continue to have the Funds purchase Shares subject
to a number of factors, including, among others, the availability of Shares for
sale at what they consider to be reasonable prices and other investment
opportunities that may be available to the Funds.
DDJ and each DDJ Affiliate intends to review continuously the equity
position of the Funds in the Company. Depending upon future evaluations of the
business prospects of the Company and upon other developments, including, but
not limited to, general economic and business conditions and money market and
stock market conditions, the DDJ Affiliates may
<PAGE>
SCHEDULE 13D
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CUSIP No. 030789507 Page 5 of 7 Pages
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determine to cease making additional purchases of Shares or to increase or
decrease the equity interest in the Company by acquiring additional Shares, or
by disposing of all or a portion of the Shares.
Neither DDJ nor any of the DDJ Affiliates has any present plan or proposal
which relates to or would result in (i) an extraordinary corporate transaction,
such as a merger, reorganization, liquidation, or sale of transfer of a material
amount of assets of or involving the Company or any of its subsidiaries, (ii)
any change in the Company's present Board of Directors or management, (iii) any
material changes in the Company's present capitalization or dividend policy or
any other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or bylaws, (v) the Company's common stock
becoming eligible for termination of its registration pursuant to Section
12(g)(4) of the 1934 Act, or (vi) any similar action.
Item 5. Interest in Securities of Issuer.
(a) DDJ beneficially owns, through the DDJ Affiliates, as general partners
and investment managers of the Funds, 1,504,650 Shares, or approximately 7.35%
of the outstanding Shares of the Company. Neither DDJ, nor any of the DDJ
Affiliates nor, to the best knowledge of DDJ, any of the persons named in
Schedule A hereto, beneficially owns any other Shares.
(b) DDJ, through its control of DDJ Affiliates, and each of the Funds each
has sole power to vote and to dispose of the Shares.
(c) Except as set forth in Schedule B, neither DDJ, or any of the DDJ
Affiliates, nor, to the best knowledge of DDJ, any of the persons named in
Schedule A hereto has effected any transaction in Shares during the past sixty
(60) days.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Other than the margin agreements described in Item 3 above and except as
described in the following paragraph, neither DDJ nor any of the DDJ Affiliates
nor, to the best knowledge of DDJ, any of the persons named in Schedule A hereto
has any contract, arrangement, understanding or relationship with any person
with respect to any securities of the Company, including respecting voting or
transfer of Company securities or joint venture, finder's fee or the like.
The Funds may from time to time own debt securities issued by the Company,
and may from time to time purchase and/or sell such debt securities.
<PAGE>
SCHEDULE 13D
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CUSIP No. 030789507 Page 6 of 7 Pages
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Item 7. Material to be Filed as Exhibits.
Not Applicable.
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SCHEDULE 13D
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CUSIP No. 030789507 Page 7 of 7 Pages
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DDJ CAPITAL MANAGEMENT, LLC
BY: /s/ Judy K. Mencher
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Judy K. Mencher
Authorized Member
Date: June 3, 1996
<PAGE>
SCHEDULE A
The name and present principal occupation or employment of each executive
officer and member of DDJ Capital Management, LLC and each of the DDJ Affiliates
are set forth below. The business address of each person is 141 Linden Street,
Suite 4, Wellesley, MA 02181 and the address of the corporation or organization
in which such employment is conducted is the same as each person's business
address. All of the persons listed below are U.S. citizens.
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
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Daniel G. Harmetz Principal of DDJ
David J. Breazzano Principal of DDJ
Judy K. Mencher Principal of DDJ
<PAGE>
SCHEDULE B
Ames Department Stores, Inc.
Set forth below is an itemization of all purchases and sales of Shares of
Common Stock of since December 30, 1995. The transactions were made for cash in
open market transactions.
TYPE
(Purchase AGGREGATE
DATE or Sale) SHARES PRICE
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2/29/96 Purchase 20,000 29,404.00
3/05/96 Purchase 21,000 33,232.50
3/05/96 Purchase 41,500 65,673.75
3/06/96 Purchase 15,000 25,294.50
3/06/96 Purchase 35,000 59,020.50
3/07/96 Purchase 12,000 20,074.80
3/07/96 Purchase 23,000 38,476.70
5/09/96 Purchase 650 1,535.63
5/09/96 Purchase 5,000 12,025.00
5/09/96 Purchase 1,250 2,953.13
5/09/96 Purchase 10,000 24,050.00
5/10/96 Purchase 50,000 126,500.00
5/13/96 Purchase 13,800 33,465.00
5/14/96 Purchase 7,250 17,440.60
5/16/96 Purchase 25,000 62,707.50
5/16/96 Purchase 12,500 31,353.75
5/17/96 Purchase 15,000 39,513.00
5/17/96 Purchase 3,000 7,743.90
5/21/96 Purchase 50,000 144,920.00
5/22/96 Purchase 5,000 14,993.75
5/23/96 Purchase 25,000 75,750.00
5/24/96 Purchase 25,000 81,250.00
5/28/96 Purchase 25,000 76,250.00
285864.c1
