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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Hills Stores Company
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
431692102
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
July 27, 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: /_/
Page 1 of 13 pages
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 431692102 Page 2 of 13 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN & CO., L.P. 13-3321472
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC,OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 813,498 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 813,498 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
813,498 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 431692102 Page 3 of 13 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN FOCUS FUND L.P. 13-3746015
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 77,200 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 77,200 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,200 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.8% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 431692102 Page 4 of 13 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC,OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 327,764 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 327,764 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
327,764 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 431692102 Page 5 of 13 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS, L.P. 13-3544838
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 890,698 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 890,698 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
890,698 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 431692102 Page 6 of 13 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS INC. 13-3537972
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,218,462 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,218,462 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,218,462 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 431692102 Page 7 of 13 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,218,462 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,218,462 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,218,462 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0% (See Item 5)
<PAGE>
14) TYPE OF REPORTING PERSON
IN
<PAGE>
Amendment No. 2 to Schedule 13D
This Statement amends the Schedule 13D, dated May 6,
1994, as amended on July 22, 1994 (the "Schedule 13D"), filed by
Dickstein & Co., L.P., Dickstein International Limited, Dickstein
Focus Fund L.P., Dickstein Partners, L.P., Dickstein Partners
Inc. and Mark Dickstein with respect to the Common Stock, $.01
par value (the "Common Stock"), of Hills Stores Company, a
Delaware corporation (the "Company"). Notwithstanding this
Amendment No. 2, the Schedule 13D speaks as of its date.
Capitalized terms used without definition have the meanings
ascribed to them in the Schedule 13D.
I. Item 3 of the Schedule 13D, "Source and Amount of Funds or
Other Consideration," is amended by adding the following
paragraph:
"Since July 22, 1994 (the date the Reporting Persons
filed Amendment No. 1 to the Schedule 13D), Dickstein Focus has
acquired 14,500 shares of Common Stock and 4,000 shares of
Preferred Stock in the open market at a total cost of $362,410,
and Dickstein International has acquired 58,000 shares of Common
Stock and 16,000 shares of Preferred Stock in the open market at
a total cost of $1,449,415. Such amounts were funded out of each
entity's working capital, which may at any given time include
margin loans made by brokerage firms in the ordinary course of
business."
II. Item 4 of the Schedule 13D, "Purpose of Transaction," is
amended by adding the following paragraph:
"Dickstein & Co., on July 29, 1994, will be making the
requisite filing under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 with respect to the acquisition of in
excess of 50% of the voting securites of the Company. Early
termination of the applicable waiting period will be requested."
III. Items 5(a) and 5(c) of the Schedule 13D, "Interest in
Securities of the Issuer," are amended and restated in their
entirety as follows:
"(a) The Reporting Persons beneficially own an
aggregate of 1,218,462 shares of Common Stock (including 382,397
shares which the Reporting Persons have the right to acquire upon
the conversion of shares of Preferred Stock), representing
approximately 12.0% of the shares of Common Stock outstanding.
Dickstein & Co. beneficially owns 813,498 of such shares of
Common Stock (including 287,066 shares which Dickstein & Co. has
the right to acquire upon the conversion of shares of Preferred
Stock), representing approximately 8.1% of the shares of Common
Stock outstanding; Dickstein Focus beneficially owns 77,200
shares of Common Stock (including 12,800 shares which Dickstein
Focus has the right to acquire upon the conversion of shares of
Preferred Stock), representing approximately 0.8% of the shares
of Common Stock outstanding; and Dickstein International
beneficially owns 327,764 of such shares of Common Stock
(including 82,531 shares which Dickstein International has the
<PAGE>
right to acquire upon the conversion of shares of Preferred
Stock), representing approximately 3.3% of the shares of Common
<PAGE>
Stock outstanding.1/ Upon the resolution of all pre-petition
claims pursuant to the Company's Plan of Reorganization (see Item
3), the Reporting Persons will be entitled to receive additional
shares of Common Stock and Preferred Stock pursuant to such Plan
of Reorganization.
(c) Except as set forth on Schedule II annexed hereto,
none of the persons identified in Item 2 has effected any
transactions in the Common Stock during the past 60 days. Except
as indicated, all such purchases were effected in the open
market."
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Date: July 28, 1994
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein & Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
agent of Dickstein International
Limited
____________________
1/ Percentages are based upon 9,772,095 shares of Common Stock
stated to the Reporting Persons by the Company as being
outstanding at July 27, 1994.
-9- <PAGE>
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN FOCUS FUND L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein Focus Fund L.P.
/s/ Alan Cooper
Name: Alan Cooper
<PAGE>
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Name: Mark Dickstein
<PAGE>
TRANSACTIONS IN COMMON
STOCK OF
HILLS STORES COMPANY
DURING THE PRECEEDING 60 DAYS
Shares Purchased by Dickstein International Limited
-10-
<PAGE>
Number of
Shares Price per
Date Purchased Share Commission Total
7/25/94 42,000 $19.45 $ 2,545.00 $ 819,445.00
7/28/94 16,000 $19.75 $ 985.00 $ 316,985.00
Shares Purchased by Dickstein Focus Fund, L.P.
Number of
Shares Price per
Date Purchased Share Commission Total
7/25/94 10,500 $19.45 $ 655.00 $ 204,880.00
7/28/94 4,000 $19.75 $ 265.00 $ 79,265.00
On July 25, 1994, the Reporting Persons received notice from the
Company of the right to receive the following shares of Common
Stock in respect of certain pre-petition trade claims. The
shares are issuable as a supplemental distribution pursuant to
the terms of the Company's Plan of Reorganization. See Item 3 to
the Schedule 13D and Item 5.
Dickstein & Co., L.P. 16,771
Dickstein International Limited 2,187
<PAGE>
TRANSACTIONS IN PREFERRED
STOCK OF
HILLS STORES COMPANY
DURING THE PRECEEDING 60 DAYS
Shares Purchased by Dickstein International Limited
Number of
Shares Price per
-11-
<PAGE>
Date Purchased Share Commission Total
7/27/94 16,000 $19.50 $ 985.00 $ 312,985.00
Shares Purchased by Dickstein Focus Fund, L.P.
Number of
Shares Price per
Date Purchased Share Commission Total
7/27/94 4,000 $19.50 $ 265.00 $ 78,265.00
On July 25, 1994, the Reporting Persons received notice from the
Company of the right to receive the following shares of Preferred
Stock in respect of certain pre-petition trade claims. The
shares are issuable as a supplemental distribution pursuant to
the terms of the Company's Plan of Reorganization. See Item 3 to
the Schedule 13D and Item 5.
Dickstein & Co., L.P. 14,530
Dickstein International Limited 1,895
<PAGE>
-12-
<PAGE>
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