SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Hills Stores Company
(Name of Issuer)
Series A Convertible Preferred Stock, $.10 par value
(Title of Class of Securities)
431691203
(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 21, 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/
Page 1 of 20 pages
Exhibit Index appears on page 20
<PAGE>
SCHEDULE 13D
CUSIP No. 431691203
Page 2 of 18 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 287,066 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 287,066 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
287,066 (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)
7.7% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 431691203 Page 3 of 18 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 12,800 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 12,800 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12,800 (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% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 431691203 Page 4 of 18 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 82,531 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 82,531 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
82,531 (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)
2.2% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 431691203 Page 5 of 18 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 299,866 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 299,866 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
299,866 (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)
8.0% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 431691203 Page 6 of 18 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 382,397 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 382,397 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
382,397 (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)
10.2% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 431691203 Page 7 of 18 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 382,397 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 382,397 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
382,397 (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)
10.2% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
<PAGE>
Schedule 13D
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement")
relates to the Series A Convertible Preferred Stock, $.10 par
value (the "Preferred Stock"), of Hills Stores Company, a
Delaware corporation (the "Company"). The principal executive
offices of the Company are located at 15 Dan Road, Canton,
Massachusetts 02025.
Item 2. Identity and Background.
(a) - (c) This Statement is being filed by
Dickstein & Co., L.P. ("Dickstein & Co."), Dickstein Focus Fund
L.P. ("Dickstein Focus"), Dickstein International Limited
("Dickstein International"), Dickstein Partners, L.P. ("Dickstein
Partners"), Dickstein Partners Inc. ("Dickstein Inc.") and Mark
Dickstein. Dickstein & Co., Dickstein Focus, Dickstein
International, Dickstein Partners, Dickstein Inc. and Mark
Dickstein are collectively referred to as the "Reporting
Persons."
Dickstein & Co. is a Delaware limited partnership
engaged in certain investment activities, including, but not
limited to, (i) the purchase of marketable and non-marketable
securities and other obligations of bankrupt or near bankrupt
companies, (ii) risk arbitrage transactions undertaken in
connection with, among other things, mergers and acquisitions and
(iii) the purchase of securities in entities which appear to be
undervalued.
Dickstein Focus is a Delaware limited partnership which
engages in certain investment activities similar in nature to the
activities engaged in by Dickstein & Co.
Dickstein International is a limited liability, open
end investment fund incorporated as an international business
company in the Territory of the British Virgin Islands.
Dickstein International engages in certain investment activities
similar in nature to the activities engaged in by Dickstein & Co.
Dickstein Partners is a Delaware limited partnership
and is the general partner of Dickstein & Co. and Dickstein
Focus. As such, Dickstein Partners makes all investment and
trading decisions for Dickstein & Co. and Dickstein Focus.
Dickstein Inc. is a Delaware corporation and is the
general partner of Dickstein Partners and the investment advisor
to Dickstein International. In its capacity as investment
advisor, Dickstein Inc. makes all investment and trading
decisions for Dickstein International.
Mark Dickstein is the president and sole director of
Dickstein Inc.
The business address and the address of the principal
executive office of each of Dickstein & Co., Dickstein Focus,
Dickstein Partners and Dickstein Inc. is 9 West 57th Street, New
York, New York 10019. The business address and the address of
the principal executive office of Dickstein International is 129
Front Street, Hamilton HM 12, Bermuda. The business address of
Mark Dickstein is c/o Dickstein Partners, 9 West 57th Street, New
York, New York 10019.
The name, business address and present principal
occupation or employment of each of the executive officers and
directors of Dickstein Inc., including Mark Dickstein, are set
forth on Schedule I annexed hereto, which is incorporated herein
by reference.
(d) - (e) During the last five years, none of the
Reporting Persons, and, to the best knowledge of the Reporting
Persons, none of the persons listed on Schedule I hereto, has
been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or 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) Each natural person identified in this Item 2
is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
An Amended Consolidated Plan of Reorganization of Hills
Stores Company, Interstate Leasing Corporation, Dan
International, Inc., Canton Advertising, Inc., C.R.H.
International, Inc. and Rudnick & Sons, Incorporated, jointly
administered as Case No. 91B 10488 (TLB) (the "Plan of
Reorganization") was confirmed by order of the Bankruptcy Court
of the Southern District of New York on September 10, 1993, and
was consummated on October 4, 1993. In connection with
the Plan of Reorganization, Dickstein & Co.
exchanged pre-petition trade payables ("Trade Payables") in the
amount of $12,113,961 and has received 153,081 shares of Preferred
Stock, as well as other consideration that included cash, the Company's
Common Stock, $.01 par value (the "Common Stock"), and the
Company's 10.25% Senior Notes due 2003 (the "Senior Notes").
Each share of Preferred Stock is convertible into one share of
Common Stock. 9,200 shares of Preferred Stock received under the
Plan of Reorganization by Dickstein & Co. were sold to Dickstein
International. The cost of 143,185 shares of Preferred Stock
acquired by Dickstein & Co. in the open market was $2,639,640.
Such cost was funded out of working capital, which may, at any
given time, include margin loans made by brokerage firms in the
ordinary course of business.
Under the Plan of Reorganization, Dickstein Inter-
national exchanged Trade Payables in the amount of $1,511,801 and has
received 201,131 shares of Preferred Stock, as well as other consideration
that included cash, Common Stock and Senior Notes. The cost of
9,200 shares of Preferred Stock acquired from Dickstein & Co. was
$187,450. The cost of 53,200 shares of Preferred Stock
acquired by Dickstein International in the open market was
$998,792. Such costs were funded out of working capital, which
may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business.
All of the shares of Preferred Stock reported to be
owned by Dickstein Focus were acquired in the open market at a
total cost of $240,518. Such cost was funded out of working
capital, which may, at any given time, include margin loans made
by brokerage firms in the ordinary course of business.
Item 4. Purpose of Transaction.
The Reporting Persons intend to request meetings with
representatives of the Board of Directors of the Company for the
purpose of discussing methods to maximize or enhance shareholder
value in the short term. The Reporting Persons currently intend
to propose that the Company begin an aggressive stock buyback
program to take advantage of the existing disparity between the
Company's intrinsic value and the current market price of the
Preferred Stock.
In furtherance of the objective of maximizing or
enhancing shareholder value in the short term, the Reporting
Persons may seek the election of their own nominees to the Board
of Directors of the Company through either a proxy or consent
solicitation. Additionally, the Reporting Persons may sell any
or all of their shares or may purchase additional shares either
through open market purchases or a tender offer and may seek to
acquire or encourage others to acquire all of the outstanding
shares. At this point in time, no course of action has been
decided upon.
The Reporting Persons may take any other action with
respect to the Company or any of its debt or equity securities in
any manner permitted by law.
The Reporting Persons beneficially own an aggregate of
836,065 shares of Common Stock, exclusive of the Common Stock
issuable upon conversion of the Preferred Stock beneficially
owned by the Reporting Persons. Including Common Stock issuable
upon conversion of the Preferred Stock, the Reporting Persons may
be deemed to own 1,218,462 shares of Common Stock constituting
12.0% of the Common Stock outstanding.1/ Reference is made to
the Statement on Schedule 13D, dated May 6, 1994, filed by the
Reporting Persons with respect to the Common Stock, as heretofore
amended and as it may be from time to time hereafter amended.
1/ Based upon 9,772,095 shares of Common Stock stated to the
Reporting Persons by the Company to be outstanding at
July 27, 1994.
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 securities of the Company. Early termination of the
applicable waiting period will be requested.
Except as disclosed in this Item 4, the Reporting
Persons have no current plans or proposals which relate to or
would result in any of the events described in Items (a) through
(j) of the instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own an
aggregate of 382,397 shares of Preferred Stock, representing
approximately 10.2% of the shares of Preferred Stock outstanding.
Dickstein & Co. beneficially owns 287,066 of such shares of
Preferred Stock, representing approximately 7.7% of the shares of
Preferred Stock outstanding; Dickstein Focus beneficially owns
12,800 shares of Preferred Stock, representing approximately 0.3%
of the shares of Preferred Stock outstanding; and Dickstein
International beneficially owns 82,531 of such shares of
Preferred Stock, representing approximately 2.2% of the shares of
Preferred Stock outstanding.2/ Upon the resolution of all of the
Company's pre-petition claims, the Reporting Persons may be
entitled to receive additional shares of Preferred Stock pursuant
to the Plan of Reorganization.
2/ Percentages are based upon 3,748,022 shares of Preferred
Stock stated to the Reporting Persons by the Company as
being outstanding at July 27, 1994.
(b) By reason of its position as general partner of
Dickstein & Co. and Dickstein Focus, Dickstein Partners may be
deemed to possess the power to vote and dispose of the shares of
Preferred Stock beneficially owned by Dickstein & Co. and
Dickstein Focus. By reason of its position as general partner of
Dickstein Partners and investment advisor to Dickstein
International, Dickstein Inc. may be deemed to possess the power
to vote and dispose of the shares of Preferred Stock beneficially
owned by Dickstein & Co., Dickstein Focus, and Dickstein
International. By reason of his position as president and sole
director of Dickstein Inc., Mark Dickstein may be deemed to
possess the power to vote and dispose of the shares of Preferred
Stock beneficially owned by Dickstein & Co., Dickstein Focus and
Dickstein International. Pursuant to Rule 13d-4 promulgated
under the Securities Exchange Act of 1934, as amended, (i)
Dickstein & Co. disclaims beneficial ownership of all shares of
Preferred Stock beneficially owned by Dickstein Focus and
Dickstein International, (ii) Dickstein International disclaims
beneficial ownership of all shares of Preferred Stock
beneficially owned by Dickstein & Co. and Dickstein Focus, (iii)
Dickstein Focus disclaims beneficial ownership of all shares of
Preferred Stock beneficially owned by Dickstein & Co. and
Dickstein International and (iv) each of Dickstein Partners,
Dickstein Inc. and Mark Dickstein disclaims beneficial ownership
of the shares of Preferred Stock beneficially owned by Dickstein
& Co., Dickstein Focus and Dickstein International, other than
those shares in which they have a pecuniary interest.
(c) Except as set forth on Schedule II annexed hereto,
none of the persons identified in Item 2 has effected any
transactions in the Preferred Stock during the past 60 days.
Except as indicated, all such purchases and sales were effected
in the open market.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Agreement of joint filing pursuant to Rule 13d(1)-f
promulgated under the Securities Exchange Act of 1934,
as amended.
<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
/s/ Alan Cooper
Name: Alan Cooper
<PAGE>
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
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>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
1 Agreement of joint filing pursuant to 19
Rule 13d(1)-f promulgated under the
Securities Exchange Act of 1934, as
amended
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
DICKSTEIN PARTNERS INC. ("DICKSTEIN INC.")
The name and present principal occupation or employment
of each of the executive officers and directors of Dickstein Inc.
is set forth below. The business address of each such person is
c/o Dickstein Partners, 9 West 57th St., New York, New York
10019.
Name and Present Principal
Positions Held Occupation or Employment
Mark Dickstein President and Sole Director of Dickstein Inc.
President and
Sole Director
David Brail Vice President of Dickstein Inc.
Vice President
Tod Black Vice President of Dickstein Inc.
Vice President
Edward Farr Vice President of Dickstein Inc.
Vice President
Mark Kaufman Vice President of Dickstein Inc.
Vice President
Arthur Wrubel Vice President of Dickstein Inc.
Vice President
Samuel Katz Vice President of Dickstein Inc.
Vice President
Mark Brodsky Vice President of Dickstein Inc.
Vice President
Alan S. Cooper Vice President and General Counsel of
Vice President and Dickstein Inc.
General Counsel
<PAGE>
SCHEDULE II
TRANSACTIONS IN PREFERRED
STOCK OF HILLS STORE COMPANY
DURING THE PRECEDING 60 DAYS
Shares Purchased by Dickstein & Co., L.P.
Number of
Shares Price per Total
Date Purchased Share Commission Cost
7/21/94 143,185 $18.38 $8,616 $2,639,640
Shares Purchased by Dickstein International Limited
Number of
Shares Price per Total
Date Purchased Share Commission Cost
7/21/94 37,200 $18.38 $2,257 $685,807
7/27/94 16,000 $19.50 $ 985 $312,985
Shares Purchased by Dickstein Focus Fund, L.P.
Number of
Shares Price per Total
Date Purchased Share Commission Cost
7/21/94 8,800 $18.38 $ 553 $162,253
7/27/94 4,000 $19.50 $ 265 $78,265
On July 25, 1994, the Reporting Persons received notice of the
right to receive the following additional 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 Items 3
and 5.
Dickstein & Co., L.P. 14,530
Dickstein International Limited 1,895
<PAGE>
EXHIBIT 1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the
Securities Exchange Act of 1934, the undersigned persons hereby
agree to file with the Securities and Exchange Commission the
Statement on Schedule 13D (the "Statement") to which this
Agreement is attached as an exhibit, and agree that such
Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of 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
/s/ Alan Cooper
Name: Alan Cooper
<PAGE>
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
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, Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Name: Mark Dickstein
