SCHEDULE 13D
Amendment No. 1
Hills Stores Company
common stock
Cusip # 431692102
Filing Fee: No
Cusip # 431692102
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 1,530,636
Item 8: None
Item 9: 1,828,653
Item 10: None
Item 11: 1,828,653
Item 13: 18.80%
Item 14: HC
PREAMBLE
The Schedule 13D, dated March 31, 1994, filed by FMR Corp. ("FMR") with
respect to the Common Stock, $0.00 par value per share (the "Shares") of Hills
Stores Company is hereby amended as set forth below. The Shares to which it
relates are owned by five funds managed by Fidelity Management & Research
Company, and two funds managed by Fidelity Management Trust Company.
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, $0.01 par value
(the "Shares") of Hills Stores Company, a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at 15
Dan Road, Canton, Massachusetts 02021.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement is being filed by FMR Corp., a Massachusetts Corporation
("FMR"). FMR is a holding company one of whose principal assets is the
capital stock of a wholly-owned subsidiary, Fidelity Management & Research
Company ("Fidelity"), which is also a Massachusetts corporation. Fidelity is
an investment adviser which is registered under Section 203 of the Investment
Advisers Act of 1940 and which provides investment advisory services to more
than 30 investment companies which are registered under Section 8 of the
Investment Company Act of 1940 and serves as investment adviser to certain
other funds which are generally offered to limited groups of investors (the
"Fidelity Funds"). Fidelity Management Trust Company ("FMTC"), a wholly-owned
subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the
Securities Exchange Act of 1934, serves as trustee or managing agent for
various private investment accounts, primarily employee benefit plans and
serves as investment adviser to certain other funds which are generally
offered to limited groups of investors (the "Funds"). Various directly or
indirectly held subsidiaries of FMR are also engaged in investment management,
venture capital asset management, securities brokerage, transfer and
shareholder servicing and real estate development. The principal offices of
FMR and Fidelity are located at 82 Devonshire Street, Boston, Massachusetts
02109.
Edward C. Johnson 3d owns 34.0% of the outstanding voting common stock
of FMR. Mr. Johnson is Chairman of FMR Corp. The business address and
principal occupation of Mr. Johnson is set forth in Schedule A hereto.
The Shares to which this statement relates are owned directly by five of
the Fidelity Funds, and by two Funds managed by FMTC.
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and directors of
FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in this Item 2 or
listed on Schedule A has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows:
The Fidelity Funds received 558,483 Shares of common stock and preferred
stock pursuant to the Company's plan of reorganization filed under Chapter 11
of the United States Bankruptcy Code (the "Plan "). The Shares were received
as a distribution in partial exchange for the Company's public securities,
bank debt, and trade claims. The Fidelity Funds which own or owned shares
purchased in the aggregate 79,000 Shares for cash in the amount of
approximately $1,698,316, including brokerage commissions. Proceeds from
404,554 Shares sold aggregated approximately $8,023,337. The Fidelity Funds
used their own assets in making such purchase and no part of the purchase
price is represented by borrowed funds. The attached Schedule B sets forth
shares purchased and/or sold since May 13, 1994.
The Funds received 1,426,636 Shares of common stock, preferred stock,
and rights pursuant to the Company's plan of reorganization filed under
Chapter 11 of the United States Bankruptcy Code (the "Plan"). The Shares were
received as a distribution in partial exchange for the Company's public
securities, bank debt, and trade claims. The Funds which own or owned shares
purchased in the aggregate 104,000 Shares for cash in the amount of
approximately $2,171,685, including brokerage commissions. The Funds used
their own assets in making such purchase and no part of the purchase price is
represented by borrowed funds.
Item 4. Purpose of Transaction.
The Fidelity Funds and the Funds acquired the Shares through the
conversion of public securities, trade claims, and bank debt to equity in the
Company's Chapter 11 bankruptcy proceeding. The Fidelity Funds and the Funds
hold the Shares for investment purposes.
Fidelity and FMTC, respectively, intend to review continuously the
equity position of the Fidelity Funds and the Funds in the Company. Depending
upon future evaluations of the business prospects of the Company and upon
other developments, including, but not limited to, general economic and
business conditions and money market and stock market conditions, Fidelity and
FMTC may determine to increase or decrease the equity interest in the Company
by acquiring additional Shares, or by disposing of all or a portion of the
Shares.
Neither Fidelity nor FMTC has any present plan or proposal which relates
to or would result in (i) an extraordinary corporate transaction, such as a
merger, reorganization, liquidation, or sale of transfer of a material amount
of assets involving the Company or any of its subsidiaries, (ii) any change in
the Company's present Board of Directors or management, (iii) any material
changes in the Company's present capitalization or dividend policy or any
other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or by-laws, or (v) the Company's common
stock becoming eligible for termination of its registration pursuant to
Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Item 5 is amended as follows:
(a) FMR beneficially owns, through Fidelity, as investment adviser to
the Fidelity Funds, 298,017 Shares or approximately 3.06% of the outstanding
Shares of the Company, and through FMTC, the managing agent for the Funds,
1,530,636 Shares, or approximately 15.88% of the outstanding Shares of the
Company. The number of Shares held by the Fidelity Funds includes 50,103
Shares of common stock resulting from the assumed conversion of 50,103 Series
A Convertible Preferred Stock (1 Share of common stock for each Series A
preferred). The number of Shares held by the Funds includes 502,483 Shares of
common stock resulting from the assumed conversion of 502,483 Series A
Convertible Preferred Stock (1 Share of common stock for each Series A
preferred), and 175,456 Shares of common stock resulting from the assumed
conversion of 175,456 Shares of Series 93 Rights (1 Share of common stock for
each right). Neither FMR, Fidelity, FMTC, nor any of their affiliates nor, to
the best knowledge of FMR, any of the persons named in Schedule A hereto,
beneficially owns any other Shares. The combined holdings of FMR, Fidelity,
and FMTC are 1,828,653 Shares, or approximately 18.80% of the outstanding
Shares of the Company.
(b) FMR, through its control of Fidelity, investment adviser to the
Fidelity Funds, and the Fidelity Funds each has sole power to dispose of
298,017 Shares. Neither FMR nor Mr. Johnson has the sole power to vote or
direct the voting of the 298,017 Shares owned directly by the Fidelity Funds,
which power resides with the Fidelity Funds' Board of Trustees. Fidelity
carries out the voting of the Shares under written guidelines established by
the Fidelity Funds' Board of Trustees. FMR, through its control of FMTC,
investment manager to the Funds, and the Funds each has sole voting and
dispositive power over the 1,530,636 Shares owned by the Funds.
(c) Except as disclosed above, neither FMR, or any of its affiliates,
nor, to the best knowledge of FMR, any of the persons named in Schedule A
hereto has effected any transaction in Shares during the past sixty (60) days.
Item 6. Contract, Arrangements, Understandings or Relationships With
Respect to Securities
of the Issuer.
Neither FMR nor any of its affiliates nor, to the best knowledge of FMR,
any of the persons named in Schedule A hereto has any joint venture, finder's
fee, or other contract or arrangement with any person with respect to any
securities of the Company.
Item 7. Material to be Filed as Exhibits.
This statement speaks as of its date, and no inference should be drawn
that no change has occurred in the facts set forth herein after the date
hereof.
Signature
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.
FMR Corp.
DATE: July 18, 1994 By: /s/Denis McCarthy
Denis McCarthy
Senior Vice President
SCHEDULE A
The name and present principal occupation or employment of each
executive officer and director of FMR Corp. are set forth below. The business
address of each person is 82 Devonshire Street, Boston, Massachusetts 02109,
and the address of the corporation or organization in which such employment is
conducted is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President, Chairman of the
Director, CEO Board and CEO, FMR
Chairman &
Mng. Director
J. Gary Burkhead Director President-Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman, FIL
Director & Mng.
Director
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
Mark Peterson Exec. Exec.
V.P.-Management V.P.-Management
Resources Resources, FMR
Denis McCarthy Sr. Vice Pres. - Vice Pres., Chief
Administration, Financial Officer,
Chief Financial FMR
Officer
SCHEDULE B
Hills Stores Company
Five Fidelity Fund(s) sold Shares since May 13, 1994 at the dates and at the
prices set forth below. The transactions were made for cash in open market
transactions or with other investment companies with the same or an affiliated
investment advisor.
DATE SHARES PRICE
05-23-94 66,000 **$19.54
06-23-94 1,273 19.13
07-06-94 34,190 18.82
07-07-94 16,600 19.00
07-11-94 1,500 18.88
05-23-94 - This number represents shares of common stock resulting from the
assumed conversion of 66,000 shares of the Series A Convertible Preferred
Stock (1 Share of common stock for each convertible preferred).
