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Previous: DEFINED ASSET FUNDS MUNICIPAL INVT TR FD INSURED SERIES 152, 497, 1994-07-25 |
Next: AMERICAN BRANDS INC /DE/, 8-K, 1994-07-25 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
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 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: /_/
Page 1 of 13 pages
<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 782,197 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 782,197 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
782,197 (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)
8.2% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<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 58,700 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 58,700 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,700 (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)
.6% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<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 249,682 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 249,682 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
249,682 (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)
2.7% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<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 840,897 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 840,897 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
840,897 (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>
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 1,090,579 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,090,579 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,579 (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)
11.4% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<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 1,090,579 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,090,579 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,090,579 (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)
11.4% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
<PAGE>
Amendment No. 1 to Schedule 13D
This Statement amends the Schedule 13D, dated May 6,
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 Hill Stores Company, a Delaware corporation
(the "Company"). Notwithstanding this Amendment No. 1, 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 May 6, 1994 (the date the Reporting Persons
filed the Schedule 13D), Dickstein & Co. has acquired 245,254
shares of Common Stock and 143,185 shares of Preferred Stock in
the open market at a total cost of $7,287,511, Dickstein Focus
has acquired 26,400 shares of Common Stock and 8,800 shares of
Preferred Stock in the open market at a total cost of $661,918
and Dickstein International has acquired 108,700 shares of Common
Stock and 37,200 shares of Preferred Stock in the open market at
a total cost of $2,746,459. 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 and restated in its entirety as follows:
"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
Common 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.
-8-
<PAGE>
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.
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."
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 1,090,579 shares of Common Stock (including 345,972
shares which the Reporting Persons have the right to acquire upon
the conversion of shares of Preferred Stock), representing
approximately 11.4% of the shares of Common Stock outstanding.
Dickstein & Co. beneficially owns 787,197 of such shares of
Common Stock (including 272,536 shares which Dickstein & Co. has
the right to acquire upon the conversion of shares of Preferred
Stock), representing approximately 8.2% of the shares of Common
Stock outstanding; Dickstein Focus beneficially owns 58,700
shares of Common Stock (including 8,800 shares which Dickstein
Focus has the right to acquire upon the conversion of shares of
Preferred Stock), representing approximately 0.6% of the shares
of Common Stock outstanding; and Dickstein International
beneficially owns 249,682 of such shares of Common Stock
(including 64,636 shares which Dickstein International has the
right to acquire upon the conversion of shares of Preferred
Stock), representing approximately 2.7% of the shares of Common
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 for the purchases 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. All such purchases were effected in the open market."
1/ Percentages are based upon 9,262,101 shares of Common Stock
reported outstanding as of May 27, 1994 in the Company's
Quarterly Report on Form 10-Q for the quarter ended April
30, 1994.
-9-
<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 22, 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
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
-10-
<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
-11-
<PAGE>
TRANSACTIONS IN COMMON
STOCK OF
HILLS STORES COMPANY
DURING THE PRECEEDING 60 DAYS
Shares Purchased by Dickstein & Co., L.P.
Number of
Shares Price per
Date Purchased Share Commission Total
6/27/94 6,000 $18.75 $ 385.00 $ 112,885.00
7/21/94 32,154 $18.25 $ 1,954.24 $ 588,764.74
7/22/94 145,100 $18.50 $ 8,731.00 $ 2,693,081.00
Shares Purchased by Dickstein International Limited
Number of
Shares Price per
Date Purchased Share Commission Total
6/27/94 1,400 $18.75 $ 109.00 $ 26,359.00
7/21/94 8,300 $18.25 $ 523.00 $ 151,998.00
7/22/94 84,100 $18.74 $ 5,090.00 $1,579,090.00
Shares Purchased by Dickstein Focus Fund, L.P.
Number of
Shares Price per
Date Purchased Share Commission Total
6/27/94 400 $18.75 $ 49.00 $ 7,549.00
7/21/94 2,000 $18.25 $ 145.00 $ 36,645.00
7/22/94 21,000 $18.74 $ 1,310.00 $ 394,810.00
-12-
<PAGE>
TRANSACTIONS IN PREFERRED
STOCK OF
HILLS STORES COMPANY
DURING THE PRECEEDING 60 DAYS
Shares Purchased by Dickstein & Co., L.P.
Number of
Shares Price per
Date Purchased Share Commission Total
7/21/94 143,185 $18.38 $8,616.10 $2,639,640.48
Shares Purchased by Dickstein International Limited
Number of
Shares Price per
Date Purchased Share Commission Total
7/21/94 37,200 $18.38 $ 2,257.00 $685,807.00
Shares Purchased by Dickstein Focus Fund, L.P.
Number of
Shares Price per
Date Purchased Share Commission Total
7/21/94 8,800 $18.38 $ 553.00 $ 162,253.00
-13-
<PAGE>
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