SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
October 6, 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 5 pages
<PAGE>
CUSIP No. 431692102 13D Page 2 of 5 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 1,010,300 (See Items 2 and 5)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,010,300 (See Items 2 and 5)
PERSON 10 SHARED DISPOSITIVE POWER
WITH None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,010,300 (See Items 2 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3% (See Items 2 and 5)
14 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 431692102 13D Page 3 of 5 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>
The Schedule 13D previously filed is hereby amended as
follows:
Item 5. Interest in Securities of the Issuer
Paragraphs (a-b) and (d) are replaced in their entirety as
follows:
(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 1,010,300 shares of Common Stock
representing approximately 7.3% of the outstanding shares of
the Issuer (based on the approximately 9,943,234 shares of
Common Stock and 3,880,909 shares of Preferred Stock
outstanding as of August, 1994). HSC's advisory clients also
own 96,596 shares of the Issuer's Preferred Stock.
Therefore, HSC's advisory clients hold in the aggregate
approximately 8% of the Issuer's outstanding shares. 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 and the Preferred Stock covered by this
Statement. HSC and Mr. Price disclaim any economic interest
or any beneficial ownership in the shares of the Common
Stock or the Preferred Stock covered by this Statement.
(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
1,010,300 shares of Common Stock or the 96,596 shares of
Preferred Stock which is the subject of this Statement.
In addition, Exhibit C is updated as attached hereto.
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: December 7, 1994
/s/ Michael F. Price
President
Heine Securities Corporation
/s/ Michael F. Price
<PAGE>
EXHIBIT C
STOCK TRANSACTIONS SINCE THE PRIOR FILING:
Number of Common/ Buy/ Price/
Date Shares Prf'd Sell Share
09/21/94 40,000 Common B $22.000
09/21/94 62,500 Common B $22.625
09/27/94 35,600 Common B $21.500
09/28/94 3,000 Common B $21.375
10/06/94 10,000 Common B $20.375
10/06/94 10,000 Common B $20.500
10/07/94 50,000 Common B $20.125
10/19/94 50,000 Common B $20.375
10/28/94 58,490 Preferred B $20.000
TOTAL: 319,590
