AMES DEPARTMENT STORES INC
8-K, 1997-01-09
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):      January 9, 1997
- ----------------------------------------------------------------------------
                                                           (January 9, 1997)

                     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>

 
	ITEM 5:   OTHER EVENTS
           -------------
             Beginning on January 9, 1997, 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 forty-eight weeks ended December 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 December 28, 1996 were
          $4.0 million below the projections contained in the Form 8-K dated
          June 11, 1996 (the "Plan").  EBITDA was $3.5 million below Plan
          and $2.8 million below last year.  The EBITDA results for the five
          weeks reflected higher-than-planned expenses partially offset by a
          higher-than-planned gross margin.  The largest component of the
          variance in expenses is due to the recording of additional
          performance bonuses based on the year-to-date results.  Last year's
          EBITDA also included a $3 million property gain.

             Sales for the forty-eight weeks ended December 28, 1996
          were $10.9 million above Plan.  EBITDA was $6.5 million better
          than Plan and $15.8 million better than last year.  The EBITDA
          variance from Plan for the forty-eight weeks was due primarily to a
          higher-than-planned gross margin partially offset by higher-than-
          planned expenses.  Last year's EBITDA included $9.1 million in
          property gains.
             
             As of December 28, 1996, merchandise inventories were
          $4.0 million above Plan.  Trade payables were $52.6 million above
          Plan.  There were no borrowings outstanding under the
          Company's revolving line of credit.  

             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
                             Five and Forty-eight Weeks Ended December 28,
                             1996

        

<PAGE>


                         INDEX TO EXHIBITS







                
EXHIBIT NO.                 EXHIBIT                         PAGE NO.


    20          Unaudited Financial Summary Results             6
                for the Five and Forty-eight Weeks Ended
                December 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: January 9, 1997           By: /s/ Joseph R. Ettore              
                                     --------------------------------------
                                         Joseph R. Ettore
                                         President, Director, and
                                         Chief Executive Officer



Dated: January 9, 1997            By: /s/ John F. Burtelow              
                                     --------------------------------------
                                          John F. Burtelow
                                          Executive Vice President,
                                          Chief Financial Officer



Dated: January 9, 1997            By: /s/ Gregory D. Lambert          
                                     --------------------------------------
                                          Gregory D. Lambert
                                          Senior Vice President,
                                          Finance
                                     





<PAGE>
<TABLE>
                             AMES DEPARTMENT STORES, INC.          Exhibit 20
                              DECEMBER RESULTS VS. PLAN             Page 1 of 2
                                   MANAGEMENT FORMAT
                                      (Unaudited)
                                     (In Millions)
<CAPTION>
                                 December, 1996      Fiscal 1996 Year-to-Date
                                            Last                       Last
                             Actual Plan(a) Yr (b)   Actual   Plan(a)  Yr (b)
<S>                          <C>    <C>     <C>      <C>      <C>      <C>
INCOME SUMMARY:
Net Sales                    $368.0  $372.0   $346.3 $2,045.7 $2,034.8 $2,004.5

FIFO  Margin     $            101.2   100.5     94.6    557.3    546.6    537.2
      Margin     %             27.5%   27.0%    27.3%    27.2%    26.9%    26.8%

Total Expenses                (62.3)  (58.2)   (55.8)  (507.2)  (503.8)  (512.3)

Other Income                    3.7     3.8      6.6     26.4     27.2     35.8
                             ---------------------------------------------------
EBITDA                         42.6    46.1     45.4     76.5     70.0     60.7

Pre-Opening Expenses           (0.4)   (0.4)       -     (2.9)    (2.8)       -
Depreciation and Amort (net)   (0.5)   (0.4)    (0.5)    (4.6)    (4.1)    (2.8)
Net Interest Expense           (1.4)   (2.1)    (2.0)   (18.5)   (22.9)   (23.1)
Other Inc (Exp), Incl LIFO        -       -        -      0.1        -      1.1
Extra. Item, net of tax        (1.3)      -        -     (1.3)       -        -
Non-Cash Inc Tax Ben (Exp)    (11.7)  (12.8)   (12.5)   (15.0)   (11.9)   (10.4)

                             ---------------------------------------------------
Net Income (Loss)             $27.3   $30.4    $30.4    $34.3    $28.3    $25.5
                             ===================================================


                                                      Balance at End of Period
                                                                         Last  
                                                      Actual  Plan (a)   Yr (b)
                                                     ---------------------------
BALANCE SHEET SUMMARY:
Cash and Cash Equivalents                               $95.9    $25.1    $49.7
Merchandise Inventories, LIFO                           389.1    385.1    405.3
Other Current Assets                                     33.2     29.7     30.8
                                                     ---------------------------
      Total Current Assets                              518.2    439.9    485.8
Net Fixed Assets                                         64.0     69.6     58.3
Long-Term Assets                                          4.8      5.3      3.8
                                                     ---------------------------
      Total Assets                                     $587.0   $514.8   $547.9
                                                     ===========================

Trade Accounts Payable                                 $172.8   $120.2   $129.0
Short-Term Debt (Revolver)                                  -        -        -
Other Current Liabilities                               183.7    173.3    168.9
                                                     ---------------------------
      Total Current Liabilities                         356.5    293.5    297.9

Long-Term Debt                                           12.3     12.3     21.5
Other Long-Term Liabilities                              32.2     32.4     43.4

Unfavorable Lease Liability                              17.2     16.6     21.2
Fresh-start Excess Net Assets (Negative Goodwill)        36.8     36.8     43.0

Paid-In-Capital                                          95.4     92.9     91.4
Retained Earnings (Deficit)                              36.6     30.3     29.5
                                                     ---------------------------
      Total Stockholders' Equity                        132.0    123.2    120.9
                                                     ---------------------------
      Total Liabilities & Equity                       $587.0   $514.8   $547.9
                                                     ===========================

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

<CAPTION>

                                        December, 1996     Fiscal 1996 YTD
                                          Actual Plan (a)   Actual Plan (a)
<S>                                     <C>      <C>      <C>      <C>
CASH FLOW SUMMARY:
Beginning Cash & Cash Equivalents          $30.4    $34.3    $14.2    $14.2

Cash Flow from Operations:
   Net Income (Loss)                        27.3     30.4     34.3     28.3
   Non-Cash Income Tax Exp (Ben)            11.7     12.8     15.0     11.9
   Other                                     2.2      0.6      5.8      4.9
                                        ------------------------------------
Cash Provided by (Used in) Operations       41.2     43.8     55.1     45.1

Changes in Working Capital:
   FIFO Inventory (increase) decrease      152.9    170.2     13.1     18.4
   Trade Payables increase (decrease)      (51.4)   (62.5)    60.1      7.5
   All Other                                52.0     47.4      8.1     (9.6)
                                        ------------------------------------
Net Changes in Working Capital             153.5    155.1     81.3     16.3

Capital Expenditures                        (1.6)    (1.2)   (17.6)   (19.8)

Other:
   Short-Term Borrow.(Pymnts)- Revolver   (123.5)  (205.0)    (4.3)    (4.3)
   Capital Lease Payments                   (0.3)    (0.3)    (3.4)    (3.4)
   Long-Term Debt Payments                  (0.9)    (1.2)   (13.2)   (13.5)
   Restructuring and Other                  (0.3)    (0.4)   (12.3)    (8.2)
   Financing Fee Payments                   (2.6)       -     (3.9)    (1.3)
                                        ------------------------------------
Total Other                               (127.6)  (206.9)   (37.1)   (30.7)
                                        ------------------------------------

Increase (Decrease) in Cash & Cash Equiv    65.5     (9.2)    81.7     10.9
                                        ------------------------------------

Ending Cash & Cash Equivalents             $95.9    $25.1    $95.9    $25.1
                                        ====================================
<FN>

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


                                        Page 7 of 7
</TABLE>



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