AMES DEPARTMENT STORES INC
8-K, 1996-10-11
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): October 11, 1996
    --------------------------------------------------------------------
                                                     (October 11, 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 October 11, 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 thirty-five weeks ended September 28, 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 September 28, 1996 were $2.6
   million above the projections contained in the Form 8-K dated June 11,
   1996 (the "Plan").  EBITDA was $0.7 million better than Plan 
	  and $2.3 million better than last year.  The EBITDA results 
	  for the five weeks reflected a higher-than-planned gross margin. 

             Sales for the thirty-five weeks ended September 28, 1996 were 
   $16.3 million below Plan primarily due to lower-than-planned sales in
   apparel.  EBITDA was $7.4 million better than Plan and $15.2
   million better than last year.  The EBITDA variance from Plan for
   the thirty-five weeks was due primarily to lower-than-planned expenses
   and a higher-than-planned gross margin.

             As of September 28, 1996, merchandise inventories were $10.8
   million below Plan.  Trade payables were $0.8 million below Plan.
   Borrowings under the Company's revolving line of credit were $20.9
   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 Five
                         and Thirty-five Weeks Ended September 28, 1996

<PAGE>


                       INDEX TO EXHIBITS
			                    -----------------



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


         20           Unaudited Financial Summary Results             6
                      for the Five and Thirty-five Weeks
                      Ended September 28, 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:  October 10, 1996            By:  /s/ Joseph R. Ettore
                                        -----------------------------
                                        Joseph R. Ettore
                                        President, Director, and
                                        Chief Executive Officer




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




Dated:  October 10, 1996             By: /s/ Gregory D. Lambert
                                         ---------------------------- 
                                         Gregory D. Lambert 
                                         Senior Vice President, Finance   



<PAGE>
<TABLE>
                             AMES DEPARTMENT STORES, INC.          Exhibit 20
                              SEPTEMBER RESULTS VS. PLAN          Page 1 of 2
                                   MANAGEMENT FORMAT
                                      (Unaudited)
                                     (In Millions)
<CAPTION>
                                September, 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                    $189.3  $186.7   $187.8 $1,280.6 $1,296.9 $1,277.4

FIFO  Margin     $             51.1    50.1     51.1    346.1    341.8    336.6
      Margin     %             27.0%   26.8%    27.2%    27.0%    26.4%    26.4%

Total Expenses                (50.2)  (49.9)   (52.4)  (351.0)  (355.1)  (363.5)

Other Income                    2.9     2.9      2.8     17.7     18.7     24.5
                             ---------------------------------------------------
EBITDA                          3.8     3.1      1.5     12.8      5.4     (2.4)

Pre-Opening Expenses           (0.4)   (0.4)       -     (1.8)    (1.8)       -
Depreciation and Amort (net)   (0.5)   (0.4)    (0.4)    (3.3)    (3.0)    (1.7)
Net Interest Expense           (2.1)   (2.5)    (2.5)   (13.3)   (15.7)   (16.2)
Other Inc (Exp), Incl LIFO     (0.1)      -      0.1      0.2        -      1.0
Non-Cash Inc Tax Ben (Exp)     (0.2)    0.1      0.4      1.6      4.5      5.8

                             ---------------------------------------------------
Net Income (Loss)              $0.5   ($0.1)   ($0.9)   ($3.8)  ($10.6)  ($13.5)
                             ===================================================


                                                      Balance at End of Period
                                                                         Last  
                                                      Actual  Plan (a)   Yr (b)
                                                     ---------------------------
BALANCE SHEET SUMMARY:
Cash and Cash Equivalents                               $20.5    $21.9    $22.6
Merchandise Inventories, LIFO                           522.9    533.7    560.3
Other Current Assets                                     50.5     52.4     52.5
                                                     ---------------------------
      Total Current Assets                              593.9    608.0    635.4
Net Fixed Assets                                         63.1     68.4     52.8
Long-Term Assets                                          4.9      6.1      4.2
                                                     ---------------------------
      Total Assets                                     $661.9   $682.5   $692.4
                                                     ===========================

Trade Accounts Payable                                 $171.7   $172.5   $163.1
Short-Term Debt (Revolver)                              144.1    165.0    166.5
Other Current Liabilities                               164.9    170.9    157.7
                                                     ---------------------------
      Total Current Liabilities                         480.7    508.4    487.3

Long-Term Debt                                           12.7     12.8     25.2
Other Long-Term Liabilities                              33.1     33.3     42.3

Unfavorable Lease Liability                              17.6     17.2     21.6
Fresh-start Excess Net Assets (Negative Goodwill)        38.3     38.3     44.5

Paid-In-Capital                                          81.0     81.0     81.0
Retained Earnings (Deficit)                              (1.5)    (8.5)    (9.5)
                                                     ---------------------------
      Total Stockholders' Equity                         79.5     72.5     71.5
                                                     ---------------------------
      Total Liabilities & Equity                       $661.9   $682.5   $692.4                            ====================

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

<CAPTION>

                                          September, 1996   Fiscal 1996 YTD
                                          Actual Plan (a)   Actual Plan (a)
<S>                                     <C>      <C>      <C>      <C>
CASH FLOW SUMMARY:
Beginning Cash & Cash Equivalents          $24.7    $26.1    $14.2    $14.2

Cash Flow from Operations:
   Net Income (Loss)                         0.5     (0.1)    (3.8)   (10.6)
   Non-Cash Income Tax Exp (Ben)             0.2     (0.1)    (1.6)    (4.5)
   Other                                     0.7      0.7      2.2      2.9
                                        ------------------------------------
Cash Provided by (Used in) Operations        1.4      0.5     (3.2)   (12.2)

Changes in Working Capital:
   FIFO Inventory (increase) decrease      (42.1)   (62.2)   (120.8) (130.2)
   Trade Payables increase (decrease)       14.1     23.8      59.0    59.9
   All Other                                (0.1)     1.4     (28.1)  (31.9)
                                        ------------------------------------
Net Changes in Working Capital             (28.1)   (37.0)    (89.9) (102.2)

Capital Expenditures                        (2.0)    (1.1)   (13.8)   (15.9)

Other:
   Short-Term Borrow.(Pymnts)- Revolver     25.9     35.0    139.8    160.7
   Capital Lease Payments                   (0.3)    (0.3)    (2.5)    (2.4)
   Long-Term Debt Payments                  (0.7)    (0.9)   (12.1)   (12.3)
   Restructuring and Other                  (0.4)    (0.4)   (11.0)    (7.0)
   Financing Fee Payments                      -        -     (1.0)    (1.0)
                                        ------------------------------------
Total Other                                 24.5     33.4    113.2    138.0
                                        ------------------------------------

Increase (Decrease) in Cash & Cash Equiv    (4.2)    (4.2)     6.3      7.7
                                        ------------------------------------

Ending Cash & Cash Equivalents             $20.5    $21.9    $20.5    $21.9
                                        ====================================
<FN>

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


                                        Page 7 of 7
</TABLE>



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