SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Hills Stores Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
431692102
(CUSIP Number)
MICHAEL F. PRICE
HEINE SECURITIES CORPORATION
51 JOHN F. KENNEDY PARKWAY
SHORT HILLS, NJ 07078
(201) 912-2152
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 17, 1994
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [X]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies should be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on the following page(s))
Page 1 of pages
<PAGE>
CUSIP No. 431692102 13D Page 2 of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heine Securities Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF INCORPORATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 749,200
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 749,200
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 749,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 431692102 13D Page 3 of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael F. Price
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF INCORPORATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES None (See Items 2 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None (See Items 2 and 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
None (See Items 2 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
The class of equity securities to which this Statement
relates is the Common Stock (the "Common Stock") of Hills
Stores Company, a Delaware corporation (the "Issuer"). The
Issuer's principal executive offices are located at 15 Dan
Road, Canton, MA 02021-9128.
Item 2. Identity and Background
(a-c) This Statement is being filed by Heine Securities
Corporation ("HSC"), a Delaware corporation, whose
principal and executive offices are located at 51 John F.
Kennedy Parkway, Short Hills, New Jersey 07078. HSC is an
investment adviser registered with the U.S. Securities and
Exchange Commission ("SEC") under the Investment Advisers
Act of 1940, as amended. One or more of HSC's advisory
clients are the legal owners of the securities covered by
this statement. Pursuant to investment advisory agreements
with each of its advisory clients, HSC has sole investment
discretion and voting authority with respect to such
securities. None of HSC's advisory clients owns more than 5%
of the outstanding class of Common Stock (based upon the
shares of Common Stock and the Issuer's Series A Preferred
Stock ("Preferred Stock") outstanding as of May 1, 1994).
This Statement is also being filed by Michael F. Price.
Michael F. Price is President of HSC, in which capacity he
exercises voting control and dispositive power over the
securities reported herein by HSC. Mr. Price, therefore,
may be deemed to have indirect beneficial ownership over
such securities. Neither Mr. Price nor HSC has any interest
in dividends or proceeds from the sale of such securities,
owns no shares for their own account and disclaims
beneficial ownership of all securities reported herein.
The name, residence or business address, and the principal
occupation or employment and the name, principal business
and address of any corporation or other organization in
which such employment is conducted, of each executive
officer and director and each controlling person, if any,
of HSC is set forth in Exhibit A hereto.
(d-e) During the last five years, neither HSC nor, to the
best of HSC's knowledge, any person listed in Exhibit A
attached hereto (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such
proceeding was or is subject to, a judgment, decree or
final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws.
(f) To the best of HSC's knowledge, each of the individuals
listed on Exhibit A attached hereto is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration
The securities reported herein were acquired with funds of
approximately $15,193,500.75 (including brokerage
commissions). All such funds were provided from working
capital of HSC's respective advisory clients.
Item 4. Purpose of Transaction
The securities covered by this Statement were acquired by
HSC's advisory clients for the purpose of investment.
However, on August 17, 1994, Dickstein & Co. and its
affiliates ("Dickstein") announced that it intended to
initiate a consent solicitation to replace four of the
Issuer's directors with Dickstein nominees. The Issuer then
announced later that same day that its Board of Directors
had unanimously approved a "stockholder rights" plan
("Rights Plan") in light of (i) the granting of early
termination with respect to the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act in connection
with a filing by Dickstein and (ii) Dickstein's proposed
consent solicitation. According to the Issuer, the Rights
Plan would effectively limit the ownership of the Issuer's
capital stock by any person or group to 15% of the
outstanding Common Stock.
HSC intends to analyze the consequences of the actions
proposed by Dickstein and the Issuer's response thereto. In
so doing, HSC may communicate with, among others, the
Issuer's management, its Board of Directors (the "Board"),
and other shareholders of the Issuer, including Dickstein.
In the future, HSC may decide to have one or more of its
advisory clients purchase additional shares of Common Stock
or other securities of the Issuer. In addition, HSC may
cause one or more of its advisory clients to dispose of any
or all securities of the Issuer in any manner permitted by
applicable securities laws.
HSC's advisory clients reserve the right to exercise any and
all of their respective rights as a stockholder of the
Issuer in a manner consistent with their equity interests.
Except as set forth above, neither HSC nor, to the best of
HSC's knowledge, any executive officer or director of HSC,
has any present plans or intentions which would result in or
relate to any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a-b) As the holder of sole voting and investment power
over the securities owned by its advisory clients, HSC
(and therefore Mr. Price) may be deemed to be, for purposes
of Rule 13d-3 under the Securities Exchange Act of 1934, the
beneficial owner of 749,200 shares of Common Stock
representing approximately 5.8% of the outstanding shares of
the Issuer (based on the 9,133,360 shares of Common Stock
and 3,880,909 shares of Preferred Stock outstanding as of
May 1, 1994). HSC has the sole power to vote or direct to
vote, and the sole power to dispose or to direct the
disposition of the shares of the Common Stock covered by
this Statement. HSC and Mr. Price disclaim any economic
interest or any beneficial ownership in the shares of the
Common Stock covered by this Statement.
(c) Neither HSC, Mr. Price, any of HSC's advisory clients,
nor, to the best of HSC's knowledge, any person identified
in Exhibit A, beneficially owns any securities of the
Issuer, or has entered into any transactions in the shares
of any securities of the Issuer, including the Common Stock
or the Preferred Stock, within the past sixty days, other
than as set forth in Exhibit B attached hereto.
(d) No person other than HSC's respective advisory clients
has the right to receive or the power to direct the receipt
of dividends from, or the proceeds of the sale of the
749,200 shares of Common Stock which is the subject of this
Statement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
Except as set forth above, neither HSC, its respective
advisory clients, or, to the best of HSC's knowledge, any of
the persons named in Exhibit A hereto, has any contract,
arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of
the Issuer, including, but not limited to, transfer or
voting of any securities, finders' fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7. Material To Be Filed As Exhibits
Exhibit A Executive Officers and Directors of HSC
Exhibit B Joint Filing Agreement
Exhibit C Transactions within the Last 60 Days
<PAGE>
Signatures
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: August 22, 1994
/s/ Michael F. Price
President
Heine Securities Corporation
/s/ Michael F. Price
<PAGE>
EXHIBIT A
EXECUTIVE OFFICERS AND DIRECTORS
OF HEINE SECURITIES CORPORATION
Name/Title/ Principal Business
Citizenship Occupation Address
Michael F. Price President, COO and 51 J.F.K. Pkwy
President/COO/ Director of HSC; Short Hills, NJ
Director President and 07078
(U.S.) Chairman of Mutual
Series Fund Inc.
Edward J. Bradley CFO and Treasurer, 51 J.F.K. Pkwy
Treasurer and HSC and Mutual Short Hills, NJ
CFO Series Fund Inc. 07078
(U.S.)
E. N. Cohernour Sec'y/Gen. Counsel, 51 J.F.K. Pkwy
Secretary HSC and Mutual Short Hills, NJ
(U.S.) Series Fund Inc. 07078
<PAGE>
EXHIBIT B
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby
agree to the joint filing with each other of the attached
statement on Schedule 13D and to all amendments to such
statement and that such statement and all amendments to
such statement is made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this
agreement this 22nd day of August, 1994.
HEINE SECURITIES CORPORATION
By: /s/ Michael F. Price
President
MICHAEL F. PRICE
/s/ Michael F. Price
<PAGE>
EXHIBIT C
STOCK TRANSACTIONS WITHIN THE LAST SIXTY DAYS:
Date Number of Shares Buy/Sell Price/Share
7/22/94 24,000 B $18.5000
8/16/94 15,000 B $21.2500
TOTAL: 39,000
