SC 13G/A
Ames Department Stores, Inc.
Securities and Exchange Commission
Washington, D. C. 20549
Schedule 13-G/A
Under the Securities and Exchange Act of 1934
Ames Department Stores, Inc.
Common Stock
CUSIP Number 030789507
Check the following box if a fee is being paid with this statement. [ ]
CUSIP No. 030789507
1) Name of reporting person:
Legg Mason, Inc.
Tax Identification No:
52-1200960
2) Check the appropriate box if a member of a group:
a) n/a
b) n/a
3) SEC use only
4) Place of organization:
Baltimore, Maryland
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: 3,529,700
6) Shared voting power: 21,180
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 3,550,880
9) Aggregate amount beneficially owned by each reporting person:
3,550,880
10) Check if the aggregate amount in row (9) excludes certain shares:
n/a
11) Percent of class represented by amount in row (9):
12.07%
12) Type of reporting person:
HC
Item 1a) Name of issuer:
Ames Department Stores, Inc.
Item 1b) Address of issuer's principal executive offices:
2418 Main Street
Rocky Hill, CT 06067
Item 2a) Name of person filing:
Legg Mason, Inc.
Item 2b) Address of principal business office:
100 Light Street
Baltimore, Maryland 21202
Item 2c) Citizenship:
Maryland Corporation
Item 2d) Title of class of securities:
Common Stock
Item 2e) CUSIP number: 030789507
Item 3) If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b) , check whether the person filing is a:
(a) [ ] Broker or dealer under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act.
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e) [ ] Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940.
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to ERISA of 1974 or Endowment Fund; see
240.13d-1(b)(ii)(F).
(g) [X] Parent holding company, in accordance with 240.13d-1(b)(ii)(G).
(h) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(H).
Item 4) Ownership:
(a) Amount beneficially owned: 3,550,880
(b) Percent of Class:
12.07%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
3,529,700
(ii) shared power to vote or to direct the vote:
21,180
(iii) sole power to dispose or to direct the disposition of:
- 0 -
(iv) shared power to dispose or to direct the disposition of:
3,550,880
Item 5) Ownership of Five Percent or less of a class:
n/a
Item 6) Ownership of more than Five Percent on behalf of another
person:
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from
the sale of, such securities. The interest of one person,
Legg Mason Opportunity Trust (a series of Legg Mason
Investment Trust, Inc., a registered investment company)
amounted to 12% of the total outstanding stock as of
July 31, 2001. LMM, LLC serves as investment adviser for
Legg Mason Opportunity Trust.
Item 7) Identification and classification of the subsidiary which
acquired the security being reported on by the parent holding company:
Legg Mason Wood Walker, Inc., as investment adviser and
broker/dealer with discretion
LMM, LLC, as investment adviser with discretion
Bartlett & Co., as investment adviser with discretion
Item 8) Identification and classification of members of the group:
n/a
Item 9) Notice of dissolution of group:
n/a
Item 10) Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection with
or as a participant in any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
-------------------------
Date: 8/10/01
Signature
______________________________________________________________
Timothy C. Scheve, Sr. Ex. Vice President, Legg Mason, Inc.
-------------------------------------------------------------
Name/Title
Addendum to Schedule 13G/A filed by Legg Mason, Inc.
Tax Identification No. 52-1200960
Shares of Ames Department Stores, Inc. owned a/o 7/31/01
CUSIP 030789507
Shares Sole Shared Sole Shared
Name Class Owned V P V P D P D P
Legg Mason Wood
Walker, Inc. BD, IA 18,130 18,130 18,130
LMM, LLC IA 3,529,700 3,529,700 3,529,700
Bartlett & Co. IA 3,050 3,050 3,050
Shares Outstanding 29,408,000
% Owned 12.07%
Exhibit to Item 3(g)
LMM, LLC, 100 Light Street, Baltimore, Maryland 21202, a wholly owned
subsidiary of Legg Mason, Inc. and an investment adviser registered under the
Investment Advisers Act of 1940, is the beneficial owner of 3,529,700 shares,
or 12%, of the common stock outstanding of Ames Department Stores, Inc. as a
result of acting as investment adviser to Legg Mason Opportunity Trust, a
series of Legg Mason Investment Trust, Inc. Legg Mason Investment Trust, Inc.
has its principal office at 100 Light Street, Baltimore, Maryland 21202.
Joint Filing Agreement
Each party signing below agrees that this statement is submitted as a joint
filing on behalf of all of the undersigned.
Legg Mason, Inc.
By_______________________________________________________________
Timothy C. Scheve, Sr. Ex. Vice President
LMM, LLC
By_________________________________________________________________
Jennifer W. Murphy, Chief Operations Officer
Legg Mason Investment Trust, Inc.
By__________________________________________________________________
Jennifer W. Murphy, President