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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Hills Stores Co.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
431692102000
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(CUSIP Number)
Check the following box if a fee is being paid with this statement.
(X)
The information required in the remainder of this cover page (except
any items to which the form provides a cross-reference) shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
(the "Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
Page 1 of 12 Pages
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CUSIP No.
431692102000
1) Names of Reporting Person
Lehman Brothers Inc.
S.S. or I.R.S. Identification No. of Above Person
13-2518466
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
5) Sole Voting Power
Number of Shares 725,482
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With 0
7) Sole Dispositive Power
725,482
8) Shared Dispositive Power
0
9) Aggregate Amount Beneficially Owned by Each Reporting Person
725,482
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
Page 2 of 12 Pages
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11) Percent of Class Represented by Amount in Row 9
8.1%
12) Type of Reporting Person
BD
Page 3 of 12 Pages
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CUSIP No.
431692102000
1) Names of Reporting Person
American Express Company
S.S. or I.R.S. Identification No. of Above Person
13-4922250
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
New York
5) Sole Voting Power
Number of Shares 1,068,920
Beneficially Owned 6) Shared Voting Power
by Each Reporting
Person With 0
7) Sole Dispositive Power
725,482
8) Shared Dispositive Power
343,438
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,068,920
Page 4 of 12 Pages
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
( )
11) Percent of Class Represented by Amount in Row 9
11.9%
12) Type of Reporting Person
HC/CO
Page 5 of 12 Pages
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Item 1(a). Name of Issuer: Hills Stores Co.
Item 1(b). Address of Issuer's Principal Executive Offices:
15 Dan Road
Canton, MA 02021
Item 2(a). Name of Person Filing:
Lehman Brothers Inc.
American Express Company
Item 2(b). Address of Principal Business Office:
3 World Financial Center
New York, NY 10285
Item 2(c). Citizenship or Place of Organization:
See Item 4 of cover pages
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
431692102000
Item 3. Information if statement is filed pursuant to Rules 13d-1(b) or
13d-2(b):
The persons filing this statement are Lehman Brothers Inc., a
Broker/Dealer registered under Section 15 of the Act, and American
Express Company, a parent holding company in accordance with Section
240.13d-1(b)(ii)(G).
Item 4. Ownership
(a) Amount Beneficially Owned as of: December 31, 1993
See Item 9 of cover pages
(b) Percent of Class:
See Item 11 of cover pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition
(iv) shared power to dispose or to direct the disposition
See Items 5-8 of cover pages
Page 6 of 12 Pages
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Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the
Security being reported on by the Parent Holding Company
See Exhibit 1
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Page 7 of 12 Pages
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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 the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
Dated: January 10, 1994
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LEHMAN BROTHERS INC.
By: /s/ Karen C. Manson
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Name: Karen C. Manson
Title: First Vice President
Secretary
AMERICAN EXPRESS COMPANY
By: /s/ Karen C. Manson
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Name: Karen C. Manson
Title: Authorized Representative
Page 8 of 12 Pages
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EXHIBIT INDEX
Exhibit I Identification and Classification of Relevant Subsidiaries
Exhibit II Statement of Lehman Brothers Inc.
Exhibit III Statement of American Express Company
Page 9 of 12 Pages
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EXHIBIT I
TO SCHEDULE 13G
The persons filing this statement are Lehman Brothers Inc., a
registered Broker/Dealer and American Express Company, a parent holding
company. The relevant subsidiaries are Lehman Brothers Inc. and IDS
Financial Corporation.
Page 10 of 12 Pages
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EXHIBIT II
TO
SCHEDULE 13G
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Pursuant to Rule 13d-1(f) (1) Lehman Brothers Inc., affirms it is
individually eligible to use Schedule 13G and agrees that this Schedule is
filed on its behalf.
LEHMAN BROTHERS INC.
By: /s/ Karen C. Manson
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Name: Karen C. Manson
Title: First Vice President
Secretary
Page 11 of 12 Pages
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EXHIBIT III
TO
SCHEDULE 13G
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
American Express Company, 3 World Financial Center, New York, New York
disclaims beneficial ownership of the securities referred to in the Schedule
13G to which this exhibit is attached, and the filing of this Schedule 13G
shall not be construed as an admission that American Express Company is, for
the purpose of Section 13(d) or 13(g) of the Securities Exchange Act of 1934,
the beneficial owner of any securities covered by this Schedule 13G.
Pursuant to Rule 13d-1(f)(1) and subject to the preceding disclaimer, American
Express Company affirms it is individually eligible to use Schedule 13G and
agrees that this Schedule is filed on its behalf, and authorizes the President,
any Vice President, the Comptroller, the Secretary, and the General Counsel or
any Associate General Counsel, each with power to act singly, of each
subsidiary of American Express Company making this filing to sign this
statement on behalf of American Express Company.
AMERICAN EXPRESS COMPANY
By: /s/ Stephen P. Norman
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Name: Stephen P. Norman
Title: Secretary
