<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AMES DEPARTMENT STORES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 5331 04-2269444
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
------------------------
2418 MAIN STREET
ROCKY HILL, CONNECTICUT 06067
(860) 257-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ROLANDO DE AGUIAR,
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL AND ADMINISTRATIVE OFFICER
AMES DEPARTMENT STORES, INC.
2418 MAIN STREET
ROCKY HILL, CONNECTICUT 06067
(860) 257-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
With a copy to:
<TABLE>
<S> <C>
STEPHEN H. COOPER, ESQ. ARNOLD B. PEINADO, III, ESQ.
WEIL, GOTSHAL & MANGES LLP MILBANK, TWEED, HADLEY & MCCLOY LLP
767 FIFTH AVENUE ONE CHASE MANHATTAN PLAZA
NEW YORK, NEW YORK 10153 NEW YORK, NEW YORK 10005
(212) 310-8000 (212) 530-5000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /x/ 333-75699
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier registration
statement for the same offering. / / _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE (1) REGISTRATION FEE (2)
<S> <C> <C>
Common Stock, par value $.01 per share.......................... $32,625,000 $9,069.75
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933.
(2) These securities are in addition to the $165,000,000 of shares of common
stock registered pursuant to Registration Statement No. 333-75699 for
which a filing fee of $45,870 has previously been paid.
------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This registration statement is being filed with respect to the registration
of additional shares of common stock, par value $0.01 per share, of Ames
Department Stores, Inc., a Delaware corporation (the "Company"), pursuant to
Rule 462(b) under the Securities Act of 1933, as amended ("Rule 462(b)").
Pursuant to Rule 462(b), the contents of the registration statement of the
Company (File No. 333-75699) as amended, which was declared effective on
May 17, 1999 (the "Earlier Registration Statement"), including the exhibits
thereto, are incorporated by reference into this registration statement. The
form of prospectus contained in such Earlier Registration Statement will reflect
the aggregate amount of securities registered in this Registration Statement and
the Earlier Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rocky Hill, State of
Connecticut, on May 18, 1999.
AMES DEPARTMENT STORES, INC.
By: /s/ ROLANDO DE AGUIAR
----------------------------------
Name: Rolando de Aguiar
Title: Executive Vice President and
Chief Financial and
Administrative Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------------------- -------------------------------------------- --------------
<S> <C> <C>
* President, Chief Executive Officer May 18, 1999
- ------------------------------------------ and Director
Joseph R. Ettore
* Executive Vice President May 18, 1999
- ------------------------------------------ and Chief Financial and Administrative
Rolando de Aguiar Officer
* Director May 18, 1999
- ------------------------------------------
Francis X. Basile
* Chairman of the Board May 18, 1999
- ------------------------------------------
Paul Buxbaum
* Director May 18, 1999
- ------------------------------------------
Alan Cohen
* Director May 18, 1999
- ------------------------------------------
Richard M. Felner
* Director May 18, 1999
- ------------------------------------------
Sidney S. Pearlman
* Director May 18, 1999
- ------------------------------------------
Laurie M. Shahon
*By: /s/ David H. Lissy
------------------------
David H. Lissy,
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ---------- ---------------------------------------------------------------
5 -- Opinion of David H. Lissy
23.1 -- Consent of David H. Lissy (contained in Exhibit 5 hereto)
23.2 -- Consent of Arthur Andersen LLP
23.3 -- Consent of Deloitte & Touche LLP
*24 -- Power of Attorney
- ------------------
* Incorporated by reference to the Registrant's Registration Statement on
Form S-3, File No. 333-75699
<PAGE>
AMES DEPARTMENT STORES, INC.
2418 Main Street
Rocky Hill, CT 06067-2598
May 18, 1999
The Board of Directors
Ames Department Stores, Inc.
2418 Main Street
Rocky Hill, Connecticut 06067-2598
Dear Sirs and Madam:
In my capacity as General Counsel of Ames Department Stores,
Inc. (the "Company"), I am furnishing this opinion in connection with the
filing by the Company with the Securities and Exchange Commission of a
Registration Statement on Form S-3 (as amended, the "Registration Statement")
under the Securities Act of 1933 with respect to an aggregate of $32,625,000
of additional shares of the Company's Common Stock, $0.01 par value (the
"Shares").
In my capacity as General Counsel of the Company, I have
examined originals or copies (certified or otherwise identified to my
satisfaction) of such corporate records, documents and other instruments, and
such certificates or comparable documents of public officials and of officers
of the Company, as I have deemed relevant and necessary as a basis for the
opinions hereinafter set forth. In such examination, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
me as certified, conformed or photostatic copies and the authenticity of the
originals of such latter documents.
Based on the foregoing, I am of the opinion that:
(1) the Company is a corporation validly existing and in
good standing under the laws of the State of Delaware and has all
requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as now being conducted; and
<PAGE>
(2) the Shares have been duly authorized and, when issued,
sold and delivered against payment therefor in the manner and upon
the terms described in the prospectus incorporated by reference into
the Registration Statement, will be validly issued, fully-paid and
non-assessable.
The opinions expressed herein are limited to the laws of the
State of New York, the corporate laws of the State of Delaware and the federal
laws of the United States, and no opinion is expressed as to the effect on the
matters covered by this letter of the laws of any other jurisdiction.
I hereby consent to the filing of a copy of this opinion as
an exhibit to the Registration Statement and to the use of my name under the
heading "Legal Matters" in the prospectus contained therein.
Very truly yours,
/s/ David H. Lissy
David H. Lissy
Senior Vice President
General Counsel
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated March 15, 1999 for
the year ended January 30, 1999 as included in the Registration Statement File
No. 333-75699 of Ames Department Stores, Inc. and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
New York, New York
May 18, 1999
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Ames Department Stores, Inc. on Form S-3 of our report dated March 11, 1998 on
Hills Stores Company and subsidiaries' consolidated financial statements
included in Registration Statement No. 333-75699 of Ames Department Stores,
Inc. We also consent to the incorporation by reference of the references to us
under the headings "Selected Financial Data" and "Experts" in Registration
Statement No. 333-75699.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
May 18, 1999
