AMES DEPARTMENT STORES INC
8-K, 1996-12-05
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): December 5, 1996
    --------------------------------------------------------------------
                                                     (December 5, 1996)



                         Ames Department Stores, Inc.             
         ----------------------------------------------------
            (Exact Name of Registrant As Specified In 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)



                               (860) 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 December 5, 1996, 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 forty-three weeks ended November 
	  23, 1996.  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 November 23, 1996 were
          $23.1 million above the projections contained in the 
	  Form 8-K dated June 11, 1996 (the "Plan").  EBITDA was 
	  $1.0 million better than Plan and $1.6 million better than 
	  last year.  The EBITDA results for the four weeks reflected 
	  a higher-than-planned gross margin, partially offset by 
	  higher-than-planned expenses.  The gross margin rate for the 
	  four weeks was lower than planned; however, gross margin was 
	  positively impacted by the above Plan sales and was above 
	  Plan for the period. 

             Sales for the forty-three weeks ended November 23, 1996
   were $14.9 million above Plan.  EBITDA was $9.9 million better
   than Plan and $18.6 million better than last year.  The EBITDA
   variance from Plan for the forty-three weeks was due primarily 
	  to a higher-than-planned gross margin.
             
             As of November 23, 1996, merchandise inventories were
   $13.3 million below Plan.  Trade payables were $41.6 million
   above Plan.  Borrowings under the Company's revolving line of
   credit were $81.6 million below Plan.

             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 27, 1996, the Company's Form 10-Q for the first, 
	  second and third quarters ended April 27, 1996, July 27, 1996 
	  and October 26, 1996, respectively, and the Company's Form 8-K 
	  dated June 11, 1996.  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.
<PAGE>

             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 Four
                         and Forty-three Weeks Ended November 23, 1996

<PAGE>


                             INDEX TO EXHIBITS




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


        20          Unaudited Financial Summary Results             6
                    for the Four and Forty-three Weeks
                    Ended November 23, 1996.
  




















<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:  December 5, 1996           By:  /s/ Joseph R. Ettore
                                      -----------------------------
                                        Joseph R. Ettore
                                        President, Director, and
                                        Chief Executive Officer




Dated:  December 5, 1996           By:  /s/ John F. Burtelow
                                      -----------------------------
                                        John F. Burtelow
                                        Executive Vice President,
                                        Chief Financial Officer




Dated:  December 5, 1996           By:  /s/ Gregory D. Lambert
                                      ------------------------------
                                        Gregory D. Lambert
                                        Senior Vice President,
                                        Finance






<PAGE>
<TABLE>
                             AMES DEPARTMENT STORES, INC.          Exhibit 20
                              NOVEMBER RESULTS VS. PLAN             Page 1 of 2
                                   MANAGEMENT FORMAT
                                      (Unaudited)
                                     (In Millions)
<CAPTION>
                                 November, 1996      Fiscal 1996 Yearto-Date
                                             Last                       Last
                             Actual Plan(a)  Yr(b)   Actual   Plan(a)   Yr (b)
<S>                          <C>    <C>     <C>      <C>      <C>      <C>
INCOME SUMMARY:
Net Sales                    $223.0  $199.9   $218.2 $1,677.7 $1,662.8 $1,658.2

FIFO  Margin     $             61.4    58.7     61.0    456.1    446.1    442.7
      Margin     %             27.5%   29.4%    28.0%    27.2%    26.8%    26.7%

Total Expenses                (48.1)  (46.3)   (49.3)  (444.9)  (445.5)  (456.6)

Other Income                    2.6     2.5      2.6     22.7     23.4     29.2
                             ---------------------------------------------------
EBITDA                         15.9    14.9     14.3     33.9     24.0     15.3

Pre-Opening Expenses           (0.3)   (0.4)       -     (2.5)    (2.5)       -
Depreciation and Amort (net)   (0.4)   (0.4)    (0.3)    (4.1)    (3.7)    (2.3)
Net Interest Expense           (1.9)   (2.6)    (2.5)   (17.2)   (20.8)   (21.1)
Other Inc (Exp), Incl LIFO     (0.1)      -        -      0.1        -      1.1
Non-Cash Inc Tax Ben (Exp)     (4.2)   (3.4)    (3.5)    (3.3)     0.9      2.1

                             ---------------------------------------------------
Net Income (Loss)              $9.0    $8.1     $8.0     $6.9    ($2.1)   ($4.9)
                             ===================================================


                                                      Balance at End of Period
                                                                         Last  
                                                      Actual  Plan (a)   Yr (b)
                                                     ---------------------------
BALANCE SHEET SUMMARY:
Cash and Cash Equivalents                               $30.4    $34.3    $42.9
Merchandise Inventories, LIFO                           542.0    555.3    561.4
Other Current Assets                                     77.6     75.9     74.4
                                                     ---------------------------
      Total Current Assets                              650.0    665.5    678.7
Net Fixed Assets                                         63.6     69.4     56.7
Long-Term Assets                                          4.4      5.6      3.9
                                                     ---------------------------
      Total Assets                                     $718.0   $740.5   $739.3
                                                     ===========================

Trade Accounts Payable                                 $224.2   $182.6   $190.0
Short-Term Debt (Revolver)                              123.4    205.0    174.3
Other Current Liabilities                               177.1    172.1    163.0
                                                     ---------------------------
      Total Current Liabilities                         524.7    559.7    527.3

Long-Term Debt                                           12.7     13.0     25.6
Other Long-Term Liabilities                              32.3     32.7     41.5

Unfavorable Lease Liability                              17.3     16.8     21.3
Fresh-start Excess Net Assets (Negative Goodwill)        37.4     37.4     43.5

Paid-In-Capital                                          84.3     81.0     81.0
Retained Earnings (Deficit)                               9.3     (0.1)    (0.9)
                                                     ---------------------------
      Total Stockholders' Equity                         93.6     80.9     80.1
                                                     ---------------------------
      Total Liabilities & Equity                       $718.0   $740.5   $739.3
                                                     ===========================

<FN>
  (a) As reported on Form 8-K dated June 11, 1996.
  (b) Certain restatements have been made in the fiscal 1995 account
      balances: 
      (i) Net sales have been restated to reflect the effect of recording senior
          citizen discounts as markdowns which conforms with the fiscal 1996
          treatment.  This restatement has no impact on the fiscal 1995 reported
          gross margin, EBITDA and net income.
      (ii)EBITDA has been restated to reflect the cash disbursements related to
          the closing of a distribution center for which a reserve had been
          established in fiscal 1994.  This restatement has no impact on fiscal
          1995 reported net income.

NOTE: EBITDA, as amended in January, 1996,  is earnings (loss) before net
      interest expense, income taxes, LIFO expense, extraordinary or non-
      recurring items (including certain pre-opening expenses), depreciation,
      amortization and other non-cash charges and gain or loss on the sale
      of properties after January 28, 1996.  Prior to January, 1996, EBITDA was
      similarly defined, except that it included all pre-opening expenses and
      gains or losses on the sale of properties.

                                    Page 6 of 7
</TABLE>







<PAGE>
<TABLE>
                      AMES DEPARTMENT STORES, INC.             Exhibit 20
                        NOVEMBER RESULTS VS. PLAN               Page 2 of 2
                            MANAGEMENT FORMAT
                               (Unaudited)
                              (In Millions)

<CAPTION>

                                        November, 1996     Fiscal 1996 YTD
                                        Actual   Plan (a) Actual   Plan (a)
<S>                                     <C>      <C>      <C>      <C>
CASH FLOW SUMMARY:
Beginning Cash & Cash Equivalents          $20.6    $15.9    $14.2    $14.2

Cash Flow from Operations:
   Net Income (Loss)                         9.0      8.1      6.9     (2.1)
   Non-Cash Income Tax Exp (Ben)             4.2      3.4      3.3     (0.9)
   Other                                     0.6      0.7      3.7      4.2
                                        ------------------------------------
Cash Provided by (Used in) Operations       13.8     12.2     13.9      1.2

Changes in Working Capital:
   FIFO Inventory (increase) decrease       16.8      8.1   (139.8)  (151.8)
   Trade Payables increase (decrease)        5.7      3.7    111.5     69.9
   All Other                                (6.9)   (13.7)   (43.9)   (56.9)
                                        ------------------------------------
Net Changes in Working Capital              15.6     (1.9)   (72.2)  (138.8)

Capital Expenditures                        (0.7)    (1.2)   (16.0)   (18.6)

Other:
   Short-Term Borrow.(Pymnts)- Revolver    (18.0)    10.0    119.2    200.7
   Capital Lease Payments                   (0.3)    (0.3)    (3.1)    (3.1)
   Long-Term Debt Payments                     -        -    (12.3)   (12.3)
   Restructuring and Other                  (0.6)    (0.4)   (12.0)    (7.8)
   Financing Fee Payments                      -        -     (1.3)    (1.2)
                                        ------------------------------------
Total Other                                (18.9)     9.3     90.5    176.3
                                        ------------------------------------

Increase (Decrease) in Cash & Cash Equiv     9.8     18.4     16.2     20.1
                                        ------------------------------------

Ending Cash & Cash Equivalents             $30.4    $34.3    $30.4    $34.3
                                        ====================================
<FN>

(a)As reported on Form 8-K dated June 11, 1996


                                        Page 7 of 7
</TABLE>



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