AMES DEPARTMENT STORES INC
8-K, 1996-11-12
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): November 12, 1996
    --------------------------------------------------------------------
                                                     (November 12, 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 November 12, 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 thirty-nine weeks ended October 26, 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 October 26, 1996 were $8.1
          million above the projections contained in the Form 8-K dated
          June 11, 1996 (the "Plan").  EBITDA was $1.5 million better than
          Plan and $1.7 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.  

             Sales for the thirty-nine weeks ended October 26, 1996 were
          $8.2 million below Plan.  EBITDA was $8.9 million better than
          Plan and $16.9 million better than last year.  The EBITDA
          variance from Plan for the thirty-nine weeks was due primarily 
          to lower-than-planned expenses and a higher-than-planned gross
          margin.

             As of October 26, 1996, merchandise inventories were $4.7
          million below Plan.  Trade payables were $39.5 million above
          Plan.  Borrowings under the Company's revolving line of credit
          were $53.5 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 and second quarters ended April 27, 1996 and July 27, 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 Thirty-nine Weeks Ended October 26, 1996

<PAGE>


                         INDEX TO EXHIBITS




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

        20           Unaudited Financial Summary Results            6
                     for the Four and Thirty-nine Weeks
                     Ended October 26, 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:  November 11, 1996          By:  /s/ Joseph R. Ettore
                                      -----------------------------
                                        Joseph R. Ettore
                                        President, Director, and
                                        Chief Executive Officer




Dated:  November 11, 1996          By:  /s/ John F. Burtelow
                                      -----------------------------
                                        John F. Burtelow
                                        Executive Vice President,
                                        Chief Financial Officer




Dated:  November 11, 1996          By:  /s/ Gregory D. Lambert
                                      ------------------------------
                                        Gregory D. Lambert
                                        Senior Vice President,
                                        Finance







<PAGE>
<TABLE>
                             AMES DEPARTMENT STORES, INC.          Exhibit 20
                              OCTOBER RESULTS VS. PLAN              Page 1 of 2
                                   MANAGEMENT FORMAT
                                      (Unaudited)
                                     (In Millions)
<CAPTION>
                                 October, 1996       Fiscal 1996 Yearto-Date
                                                Last                       Last
                              ActualPlan (a)  Yr (b)   Actual Plan (a)   Yr (b)
<S>                          <C>    <C>     <C>      <C>      <C>      <C>
INCOME SUMMARY:
Net Sales                    $174.1  $166.0   $162.6 $1,454.7 $1,462.9 $1,440.1

FIFO  Margin     $             48.7    45.5     45.2    394.8    387.4    381.7
      Margin     %             28.0%   27.4%    27.8%    27.1%    26.5%    26.5%

Total Expenses                (45.9)  (44.1)   (43.8)  (396.8)  (399.2)  (407.3)

Other Income                    2.4     2.3      2.1     20.0     20.9     26.7
                             ---------------------------------------------------
EBITDA                          5.2     3.7      3.5     18.0      9.1      1.1

Pre-Opening Expenses           (0.3)   (0.3)       -     (2.2)    (2.1)       -
Depreciation and Amort (net)   (0.4)   (0.3)    (0.3)    (3.7)    (3.3)    (2.0)
Net Interest Expense           (2.0)   (2.5)    (2.4)   (15.3)   (18.2)   (18.6)
Other Inc (Exp), Incl LIFO        -       -      0.1      0.2        -      1.1
Non-Cash Inc Tax Ben (Exp)     (0.7)   (0.2)    (0.3)     0.9      4.3      5.6

                             ---------------------------------------------------
Net Income (Loss)              $1.8    $0.4     $0.6    ($2.1)  ($10.2)  ($12.8)
                             ===================================================


                                                      Balance at End of Period
                                                                         Last  
                                                      Actual  Plan (a)   Yr (b)
                                                     ---------------------------
BALANCE SHEET SUMMARY:
Cash and Cash Equivalents                               $20.6    $15.9    $20.0
Merchandise Inventories, LIFO                           558.7    563.4    600.2
Other Current Assets                                     60.7     59.2     58.3
                                                     ---------------------------
      Total Current Assets                              640.0    638.5    678.5
Net Fixed Assets                                         63.6     69.1     55.1
Long-Term Assets                                          4.8      6.0      4.2
                                                     ---------------------------
      Total Assets                                     $708.4   $713.6   $737.8
                                                     ===========================

Trade Accounts Payable                                 $218.4   $178.9   $203.2
Short-Term Debt (Revolver)                              141.5    195.0    175.7
Other Current Liabilities                               166.6    166.1    154.0
                                                     ---------------------------
      Total Current Liabilities                         526.5    540.0    532.9

Long-Term Debt                                           12.6     12.9     25.4
Other Long-Term Liabilities                              32.7     33.0     41.9

Unfavorable Lease Liability                              17.4     17.0     21.5
Fresh-start Excess Net Assets (Negative Goodwill)        37.9     37.8     44.0

Paid-In-Capital                                          81.0     81.0     81.0
Retained Earnings (Deficit)                               0.3     (8.1)    (8.9)
                                                     ---------------------------
      Total Stockholders' Equity                         81.3     72.9     72.1
                                                     ---------------------------
      Total Liabilities & Equity                       $708.4   $713.6   $737.8
                                                     ===========================

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

<CAPTION>

                                        October, 1996      Fiscal 1996 YTD
                                          Actual Plan (a)   Actual Plan (a)
<S>                                     <C>      <C>      <C>      <C>
CASH FLOW SUMMARY:
Beginning Cash & Cash Equivalents          $20.5    $21.9    $14.2    $14.2

Cash Flow from Operations:
   Net Income (Loss)                         1.8      0.4     (2.1)   (10.2)
   Non-Cash Income Tax Exp (Ben)             0.7      0.2     (0.9)    (4.3)
   Other                                     0.8      0.6      3.1      3.5
                                        ------------------------------------
Cash Provided by (Used in) Operations        3.3      1.2      0.1    (11.0)

Changes in Working Capital:
   FIFO Inventory (increase) decrease      (35.8)   (29.7)  (156.6)  (159.9)
   Trade Payables increase (decrease)       46.8      6.3    105.8     66.2
   All Other                                (8.9)   (11.3)   (37.0)   (43.2)
                                        ------------------------------------
Net Changes in Working Capital               2.1    (34.7)   (87.8)  (136.9)

Capital Expenditures                        (1.5)    (1.5)   (15.3)   (17.4)

Other:
   Short-Term Borrow.(Pymnts)- Revolver     (2.6)    30.0    137.2    190.7
   Capital Lease Payments                   (0.3)    (0.3)    (2.8)    (2.8)
   Long-Term Debt Payments                  (0.2)       -    (12.3)   (12.3)
   Restructuring and Other                  (0.4)    (0.4)   (11.4)    (7.4)
   Financing Fee Payments                   (0.3)    (0.3)    (1.3)    (1.2)
                                        ------------------------------------
Total Other                                 (3.8)    29.0    109.4    167.0
                                        ------------------------------------

Increase (Decrease) in Cash & Cash Equiv     0.1     (6.0)     6.4      1.7
                                        ------------------------------------

Ending Cash & Cash Equivalents             $20.6    $15.9    $20.6    $15.9
                                        ====================================
<FN>

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


                                        Page 7 of 7
</TABLE>



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