AMES DEPARTMENT STORES INC
8-K, 1996-04-12
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): April 12, 1996
     -----------------------------------------------------------------
                                                      (April 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 April 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
          five and nine weeks ended March 30, 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 five weeks ended March 30, 1996 were $8.7
          million below the projections contained in the Form 8-K dated
          February 21, 1996 (the "Plan") primarily due to lower-than-planned
          sales in apparel and domestics.  EBITDA was $0.3 million less
          than Plan and $2.3 million better than last year.  The EBITDA
          results for the five weeks reflected lower-than-planned gross
          margin and other income partially offset by lower-than-planned
          expenses.  The gross margin rate for the five weeks was higher
          than planned; however, gross margin was negatively impacted by
          the below Plan sales and was below Plan for the period.

             Sales for the nine weeks ended March 30, 1996 were $12.8
          million below Plan primarily due to lower-than-planned sales 
          in apparel and domestics.  EBITDA was $0.2 million better than 
          Plan and $4.3 million better than last year.  The EBITDA variance 
          from Plan for the nine weeks was due to the same factors as those
          cited above for the five week period.

             As of March 30, 1996, merchandise inventories were $16.0
          million below Plan due primarily to lower-than-planned year-to-
       	  date merchandise purchases.  Trade payables were $29.0 million
          above Plan due primarily to higher-than-planned merchandise
          purchases in March.  Borrowings under the Company's revolving
          line of credit were $46.4 million below Plan due to the plan
          variances in merchandise inventories and trade payables
          discussed above.

             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 and the Company's Form 8-K dated 
          February 21, 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.  

          Cautionary Statements Relevant to Forward-Looking Information for
          Purposes of "Safe Harbor" Provisions of the Private Securities
          Litigation Reform Act of 1995

             When used in this Form 8-K, in any future filings by the
          Company with the Securities and Exchange Commission, in the
          Company's press releases and in oral statements made with the
          approval of an authorized executive officer, the words or 
       	  phrases "will likely result," "are expected to," "will continue,"
          "is anticipated," "estimate," "projected" or similar expressions 
          are intended to identify "forward-looking statements" within the
          meaning of the Private Securities Litigation Reform Act of 1995.  
          Such statements are subject to certain risks and uncertainties 
          that could cause actual results to differ materially from 
          historical earnings and those presently anticipated or projected.  
          The Company wishes to caution readers not to place undue reliance 
          on any such forward-looking statements, which speak only as of 
          the date made.

          
Item 7:   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
          AND EXHIBITS


          Exhibit: 20    Unaudited Financial Summary Results for the Five
                         and Nine Weeks Ended March 30, 1996

<PAGE>


                        INDEX TO EXHIBITS




     Exhibit No.               Exhibit                          Page No.
     -----------               -------                          --------
 
        20          Unaudited Financial Summary Results             6
                    for the Five and Nine Weeks
                    Ended March 30, 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:  April 10, 1996             By:  /s/ Joseph R. Ettore
                                      -----------------------------
                                        Joseph R. Ettore
                                        President, Director, and
                                        Chief Executive Officer


Dated:  April 10, 1996             By:  /s/ John F. Burtelow
                                      -----------------------------
                                        John F. Burtelow
                                        Executive Vice President,
                                        Chief Financial Officer


Dated:  April 10, 1996             By:  /s/ William C. Najdecki
                                      ------------------------------
                                        William C. Najdecki
                                        Senior Vice President,
                                        Finance





<PAGE>
<TABLE>
                             AMES DEPARTMENT STORES, INC.          Exhibit 20
                                MARCH RESULTS VS. PLAN              Page 1 of 2
                                   MANAGEMENT FORMAT
                                      (Unaudited)
                                     (In Millions)
<CAPTION>
                                    March, 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                    $167.6  $176.3   $174.3   $296.5   $309.3   $298.7

FIFO  Margin     $             44.7    45.9     44.3     75.4     77.5     73.7
      Margin     %             26.7%   26.0%    25.4%    25.4%    25.1%    24.7%

Total Expenses                (47.8)  (49.0)   (51.1)   (86.9)   (89.7)   (91.3)

Other Income                    2.1     2.4      3.5      3.5      4.0      5.3
                             ---------------------------------------------------
EBITDA                         (1.0)   (0.7)    (3.3)    (8.0)    (8.2)   (12.3)

Depreciation and Amort (net)   (0.5)   (0.5)    (0.2)    (0.8)    (0.8)    (0.3)
Net Interest Expense           (1.4)   (1.8)    (1.8)    (2.7)    (3.1)    (3.2)
Other Expenses, Incl LIFO         -       -      0.1        -        -      0.1
Non-Cash Inc. Tax Ben.          0.9     0.9      1.6      3.4      3.6      4.7

                             ---------------------------------------------------
Net Income (Loss)             ($2.0)  ($2.1)   ($3.6)   ($8.1)   ($8.5)  ($11.0)
                             ===================================================


                                                      Balance at end of Period
                                                                         Last  
                                                      Actual  Plan (a)   Yr (b)
                                                     ---------------------------
BALANCE SHEET SUMMARY:
Cash and Cash Equivalents                               $20.0    $25.3    $26.6
Merchandise Inventories, LIFO                           444.0    460.0    495.2
Other Current Assets                                     43.2     43.0     41.4
                                                     ---------------------------
      Total Current Assets                              507.2    528.3    563.2
Net Fixed Assets                                         57.4     62.4     42.6
Long-Term Assets                                          5.6      4.8      5.3
                                                     ---------------------------
      Total Assets                                     $570.2   $595.5   $611.1
                                                     ===========================

Trade Accounts Payable                                 $155.6   $126.6   $146.9
Short-Term Debt (Revolver)                               58.6    105.0     80.1
Other Current Liabilities                               172.8    180.6    166.9
                                                     ---------------------------
      Total Current Liabilities                         387.0    412.2    393.9

Long-Term Debt                                           13.3     13.9     30.1
Other Long-Term Liabilities                              34.9     35.1     43.0

Unfavorable Lease Liability                              18.4     18.3     22.6
Fresh-start Excess Net Assets (Negative Goodwill)        41.4     41.4     47.5

Paid-In-Capital                                          81.0     81.0     81.0
Retained Earnings (Deficit)                              (5.8)    (6.4)    (7.0)
                                                     ---------------------------
      Total Stockholders' Equity                         75.2     74.6     74.0
                                                     ---------------------------
      Total Liabilities & Equity                       $570.2   $595.5   $611.1
                                                     ===========================

<FN>
  (a) As reported on Form 8-K dated February 21, 1996.
  (b) Certain reclassifications 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
           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.

                                    Page 6 of 7
</TABLE>







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

<CAPTION>

                                           March, 1996     Fiscal 1996 YTD
                                          Actual Plan (a)   Actual Plan (a)
<S>                                     <C>      <C>      <C>      <C>
CASH FLOW SUMMARY:
Beginning Cash & Cash Equivalents          $22.9    $19.3    $14.2    $14.2

Cash Generated from (Used in) Operations:
   Net Income (Loss)                        (2.0)    (2.1)    (8.1)    (8.5)
   Non-Cash Income Tax Exp (Ben)            (0.9)    (0.9)    (3.4)    (3.6)
   Other                                    (2.6)    (1.5)    (1.9)    (0.9)
                                        ------------------------------------
Cash from Operations                        (5.5)    (4.5)   (13.4)   (13.0)

Changes in Working Capital:
   FIFO Inventory (increase) decrease      (34.1)    (8.2)   (41.8)   (56.5)
   Trade Payables increase (decrease)       23.8    (35.8)    42.9     13.9
   All Other                                (5.4)    (6.2)   (16.9)   (15.4)
                                        ------------------------------------
Net Changes in Working Capital             (15.7)   (50.2)   (15.8)   (58.0)

Capital Expenditures                        (2.5)    (1.4)    (5.1)    (4.7)

Other:
   Short-Term Borrow.(Pymnts)- Revolver     23.4     65.0     54.3    100.7
   Capital Lease Payments                   (0.3)    (0.3)    (0.6)    (0.6)
   Long-Term Debt Payments                  (0.8)    (1.0)    (9.6)    (9.0)
   Restructuring and Other                  (1.2)    (1.6)    (3.7)    (4.3)
   Financing Fee Payments                   (0.3)       -     (0.3)       -
                                        ------------------------------------
Total Other                                 20.8     62.1     40.1     86.8
                                        ------------------------------------

Increase (Decrease) in Cash & Cash Equiv    (2.9)     6.0      5.8     11.1
                                        ------------------------------------

Ending Cash & Cash Equivalents             $20.0    $25.3    $20.0    $25.3
                                        ====================================
<FN>

(a)As reported on Form 8-K dated February 21, 1996


                                        Page 7 of 7
</TABLE>



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