SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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[ ] Preliminary Proxy Statement
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[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Hills Stores Company
(Name of Registrant as Specified In Its Charter)
Dickstein Partners Inc.
(Name of Person(s) Filing Proxy Statement)
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[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(i)(2).
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[ ] Fee computed on table below per Exchange Act Rules 14a- 6(i)(4)
and 0-11.
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computed pursuant to Exchange Act Rule 0-11: 1/
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calculated and state how it was determined.
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[ ] Check box if any part of the fee is offset as provided by
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News Release MACKENZIE
PARTNERS, INC.
CONTACTS: 156 FIFTH AVENUE
Jeanne M. Carr NEW YORK, NY 10010
212-929-5916 212 929-5500
FAX 212 929-0308
FOR IMMEDIATE RELEASE:
DICKSTEIN PARTNERS MAILS CONSENT MATERIALS
TO HILLS STORES COMPANY STOCKHOLDERS TO ELECT FOUR
DIRECTORS COMMITTED TO A SUBSTANTIAL BUYBACK PROGRAM
NEW YORK, NEW YORK, AUGUST 24, 1994 -- Dickstein Partners
announced today that definitive consent solicitation materials
are being mailed to stockholders of Hills Stores Company
(NYSE:HDS). Dickstein Partners is an investment firm that
through its affiliated investment funds beneficially owns
1,279,862 shares or 9.5% of Hills' combined voting stock.
Dickstein Partners is soliciting consents to replace four of the
eight directors of Hills Stores. If elected, the Dickstein
nominees would pursue a program designed to enhance shareholder
value through a repurchase of a material portion of the
outstanding stock.
Mark Dickstein, president of Dickstein Partners, commented, "We
appreciate the job Hills' management has done rebuilding the
franchise and producing positive operating results since the
bankruptcy. Unfortunately, we also believe that the current
board has failed to translate this operating performance into
profits for stockholders in the market. We believe that the
election of our nominees will produce improved value for all
stockholders."
Mr. Dickstein added, "We are extremely disappointed with the
Hills Board's entrenchment actions since the announcement of our
intent to solicit consents. The Board's total disregard for
shareholder rights in adopting the poison pill, modifying Golden
Parachutes for senior executives and a consultant who is also a
board member, and the filing of a meritless law suit against its
second largest stockholder is a waste of stockholder resources.
These actions are designed solely to frustrate the absolute legal
right of all Hills Stockholders to elect directors of their
choice through the consent process."
The Dickstein nominees include Mark B. Dickstein, the President
of Dickstein Partners, Chairman of the Board of Carson Pirie
Scott & Co., a midwest department store chain, a director of Zale
Corporation, a national jewelry retailer, and a director of
KinderCare Learning Centers, Inc., the largest provider of
proprietary child care in the United States.
In addition to Mr. Dickstein, the three director-nominees are
Mark D. Brodsky, Vice President of Dickstein Partners and a
former co-head of the bankruptcy department at the law firm of
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel; Mark L.
Kaufman, Vice President of Dickstein Partners, and a director of
Carson Pirie Scott & Co.; and Richard I. Wrubel, owner and
President of Wrubel Associates, a retail consulting firm and
former owner and President of Richard Wrubel, Inc., a women's
specialty retailer.
Consent solicitations permit shareholders to take corporate
actions such as electing directors without holding a formal
shareholder meeting. The record date for the solicitation of
consents from Hills' stockholders is August 16, 1994. According
to Hills, on July 27, 1994, there were 9,772,095 shares of Common
Stock and 3,748,022 shares of Preferred Stock outstanding or an
aggregate of 13,520,117 voting shares.
# # #
NOTE TO EDITORS: A copy of Dickstein Partners' consent statement
and card and Mr. Dickstein's letter to Hills Stores stockholders
may be obtained from MacKenzie Partners, Inc. at (800) 322-2885.
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