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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Hills Stores Company
- - -------------------------------------------------------------------------------
(Name of Company)
Common Stock
- - -------------------------------------------------------------------------------
(Title of Class of Securities)
431692 10 2
---------------------------------
(CUSIP Number)
John F. Hartigan, Esq. Morgan, Lewis & Bockius
801 South Grand Avenue, Los Angeles, CA 90017
(213) 612-2500
- - --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 4, 1993
- - --------------------------------------------------------------------------------
(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 the statement/ /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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Page 2 of 12 Pages
SCHEDULE 13D
CUSIP No. 431692 10 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apollo HDS Partners, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/ /
_______________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 696,251 shares of Common Stock (including
279,618 issuable upon conversion of Series A
SHARES Preferred Stock)
____________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
____________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 696,251 shares of Common Stock (including
WITH 279,618 issuable upon conversion of Series A
Preferred Stock)
__________________________________________________
10 SHARED DISPOSITIVE POWER
______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
696,251 shares of Common Stock (including 279,618 issuable upon
conversion of Series A Preferred Stock)
_______________________________________________________________________________
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%
_______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 12 Pages
SCHEDULE 13D
CUSIP No. 431692 10 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lion Advisors, L.P.
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/ /
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_______________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF N/A
SHARES _________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH _________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON N/A
WITH _________________________________________________
10 SHARED DISPOSITIVE POWER
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
_______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 4 of 12 Pages
SCHEDULE 13D
CUSIP No. 431692 10 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apollo Investment Fund, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/ /
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS*
OO
_______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e) / /
_______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_______________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
N/A
SHARES _____________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH ______________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
N/A
WITH _____________________________________________
10 SHARED DISPOSITIVE POWER
______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
_______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
_______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 5 of 12 Pages
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OR 1934, AS AMENDED
_________________________________________________________________
_________________________________________________________________
This Amendment No. 2 amends and restates the Statement
on Schedule on 13D dated October 21, 1993 (as so amended, the
"Schedule 13D") as follows:
Item 1. Security and Issuer.
Item 1 is hereby amended and restated as follows:
This Statement on Schedule 13D relates to the Common
Stock, par value $0.01 per share ("Common Stock"), and the
Series A Convertible Preferred Stock, par value $.10 per share
("Series A Preferred Stock") of Hills Stores Company, a Delaware
corporation ("Hills"), issued pursuant to the Joint Plan of
Reorganization referred to in Item 3 below. The principal
executive offices of Hills are located at 15 Dan Road, Canton,
Massachusetts 02021.
Item 2. Identity and Background.
Item 2 is hereby amended and restated as follows:
This Statement is filed by Apollo HDS Partners, L.P.
("HDS"), a Delaware limited partnership. Such person is also
referred to herein as the "Reporting Person."
HDS is principally engaged in the investment in
securities of Hills . The managing general partner of HDS is
Apollo Investment Fund, L.P., a Delaware limited partnership
("Apollo"). The managing general partner of Apollo is Apollo
Advisors, L.P., a Delaware limited partnership ("Advisors"). The
administrative general partner of Apollo is Apollo Fund
Administration Limited, a Cayman Islands corporation. Advisors
is principally engaged in the business of serving as managing
general partner of Apollo and another investment fund. Apollo
Fund Administration Limited is principally engaged in the
business of serving as administrative general partner of Apollo
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Page 6 of 12 Pages
and another investment fund. Apollo does not have any other
general partners.
The respective addresses of the principal business and
principal office of each of HDS, Apollo, Advisors and Apollo
Fund Administration Limited are: HDS and Apollo, c/o Apollo
Advisors, L.P., Two Manhattanville Road, Purchase, New York
10577, Apollo Advisors, L.P., Two Manhattanville Road, Purchase,
New York 10577; and Apollo Fund Administration Limited, c/o CIBC
Bank and Trust Company (Cayman) Limited, Edward Street,
Georgetown, Grand Cayman, Cayman Islands,
British West Indies.
Attached as Appendix A to Item 2 is information
concerning the principals, executive officers, directors and
principal stockholders of the Reporting Persons and other
entities as to which such information is required to be disclosed
in response to Item 2 and General Instruction C to Schedule 13D.
Neither the Reporting Person, Apollo Advisors, Apollo
Fund Administration Limited, Capital Management nor any of the
persons or entities referred to in Appendix A to Item 2 has,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations and similar
misdemeanors) or 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.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated as follows:
The Debtors' First Amended Consolidated Plan of
Reorganization of Hills, Hills Stores Company, Interstate Leasing
Corporation, Dan International, Inc. Canton Advertising, Inc.,
C.R.H. International, Inc. and Rudnick & Sons, Incorporated,
jointly administered as Cast No. 91 B 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
consummation of the Plan of Reorganization, the Reporting Person
had the right to receive, after giving effect to the sale of certain
securities described in Item 5(c), as part of the consideration to
discharge claims in respect of (i) $5,390,000 in principal amount of
14.125% Senior Subordinated Debentures due December 31, 1995 of Hills
and (ii) $14,150,000 in principal amount of 14.625% Subordinated
Debentures due December 31, 1997 of Hills, a total of 416,633
shares of Common Stock and 279,618 shares of Series A Preferred
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Page 7 of 12 Pages
Stock (which are convertible into an additional 279,618 shares
of Common Stock) of Hills. See also Item 4 and Item 5(c).
The purpose of this amendment and restatement is to
reflect the agreement as of September 10, 1994 of Apollo and Lion
Advisors, L.P. to contribute the securities referred to above to
HDS in exchange for partnership interests in HDS.
The foregoing response to this Item 3 is qualified in
its entirety by reference to the Plan or Reorganization, the full
text of which is filed as Exhibit 1 hereto and incorporated
herein by this reference.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated as follows:
The Reporting Person acquired beneficial ownership of
the shares of Common Stock described in Item 3 to which this
Statement on Schedule 13D relates as a result of the Plan of
Reorganization described in Item 3 above. Such shares of Common
Stock were acquired in the ordinary course of business for
investment purposes. Effective upon consummation of the Plan of
Reorganization, Michael S. Gross, an employee of Apollo, became a
member of the Board of Directors of Hills.
The Reporting Person may change any of its current
intentions, acquire additional shares of Common Stock or Series A
Preferred Stock or sell or otherwise dispose of all or any part
of the Common Stock or Series A Preferred Stock beneficially
owned by the Reporting Persons, or take any other action with
respect to Hills or any of its debt or equity securities in any
manner permitted by law. Reference is hereby made to the Plan
of Reorganization filed herewith as an exhibit for a description
of other transactions or events of the type described in Items
(a) through (j) of the instructions to Item 4 of Schedule 13D.
Except as disclosed in this Item 4 and Item 5, the Reporting
Person has 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. See also Item 5.
The foregoing response to this Item 4 is qualified in
its entirety by reference to the Plan of Reorganization, the full
text of which is filed as Exhibit 1 hereto and incorporated
herein by this reference.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
The Reporting Person acquired beneficial ownership of
the shares of Common Stock and Series A Preferred Stock described
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Page 8 of 12 Pages
in Item 3 to which this Statement on Schedule 13D relates as a
result of the consummation of the Plan of Reorganization.
(a) As of October 4, 1993, the Reporting Person may
have been deemed to beneficially own (i) 1,345,943 shares of
Common Stock (including 540,540 shares issuable upon conversion
of Series A Preferred Stock) or 14.1% of the Common Stock to be
outstanding upon consummation of the Plan of Reorganization, and
(ii) 540,540 shares of Series A Preferred Stock or 13.7% of
the Series A Preferred Stock to be outstanding upon consummation
of the Plan of Reorganization, pursuant to the exchange of debt
securities described in Item 3. Beneficial ownership of such
shares was acquired as described in Item 3 and Item 4.
As of October 13, 1993, HDS beneficially owns (i) 696,251
shares of Common Stock (including 279,618 shares issuable upon
conversion of Series A Preferred Stock) or 7.7% of the Common Stock
outstanding upon consummation of the Plan of Reorganization, and
(ii) 279,618 shares of Series A Preferred Stock or 7.1% of the
Series A Preferred Stock outstanding upon consummation of the Plan
of Reorganization, pursuant to the exchange of debt securities
described in Item 3.
(b) The number of shares of Common Stock as to which
there is sole power to vote or to direct the vote, shared power
to vote or to direct the vote, sole power to dispose or direct
the disposition, or shared power to dispose or direct the
disposition for the Reporting Person is set forth in the cover
pages and such information is incorporated herein by this
reference.
(c) On October 11, 1993, in two separate private
transactions, HDS sold an aggregate of $17,000,000 in principal
amount of 14.125% Senior Subordinated Debentures due December 31,
1995 of Hills (representing the right to acquire 388,880 shares
of Common Stock and 260,994 shares of Series A Preferred Stock
(which are convertible into an additional 260,994 shares of
Common Stock) upon consummation of the Plan of Reorganization) at
a price of $90.25 per $100.00 in principal amount of such Senior
Subordinated Debentures. Except as disclosed herein, there have
been no reportable transactions with respect to the Common Stock
within the last 60 days by the Reporting Persons except for the
acquisition of beneficial ownership of the shares of Common Stock
being reported on this Statement.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to the Securities of the Issuer.
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Page 9 of 12 Pages
Item 6 is amended and restated as follows:
The responses to Item 3, Item 4 and Item 5(d) are
incorporated herein by this reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended and restated as follows:
(1) Plan of Reorganization.*/
*/ Incorporated by reference to Debtors' First Amended
Consolidated Disclosure Statement Pursuant to Section 1125
of the Bankruptcy Code filed with the Securities and
Exchange Commission on July 16, 1993.
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Page 10 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
APOLLO HDS PARTNERS, L.P.
By: Apollo Investment Fund, L.P.
By: Apollo Advisors, L.P.,
Managing General Partner
By: Apollo Capital Management, Inc.
General Partner
By: Michael D. Weiner
-------------------------------------
Title: Vice President, Apollo Capital
Management, Inc.
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Page 11 of 12 Pages
APPENDIX A TO ITEM 2
The following sets forth information with respect to
the general partners, executive officers, directors and principal
stockholders Apollo, Advisors, which is the managing general
partner of Apollo, Apollo Capital Management, Inc., a Delaware
corporation which is the managing general partner of Advisors
("Capital Management"), Apollo Fund Administration Limited
("Administration") which is the administrative general partner of
Advisors, Lion Advisors, L.P., a Delaware limited partnership
("Lion Advisors"), and Lion Capital Management, Inc., a Delaware
corporation which is the sole general partner of Lion Advisors
("Lion Capital").
The principal occupation of each of Arthur Bilger, Leon
Black, Craig Cogut and John Hannan, each of whom is a United
States citizen, is to act as an executive officer and director of
Capital Management and of Lion Capital, and each is a limited
partner of Advisors and Lion Advisors. The principal business of
Advisors and of Lion Advisors is to provide advice regarding
investments in securities.
Mr. Bilger is a Vice President and a director of Lion
Capital and Capital Management. Mr. Bilger's business address is
1999 Avenue of the Stars, Los Angeles, California 90067.
Mr. Black is the President and a director of Lion
Capital and the President and a director of Capital Management.
Mr. Black's business address is Two Manhattanville Road,
Purchase, New York 10577.
Mr. Cogut is a Vice President and a director of Lion
Capital and the Secretary and a Vice President and director of
Capital Management. Mr. Cogut's business address is Two
Manhattanville Road, Purchase, New York 10577.
Mr. Hannan is a Vice President and director of Lion
Capital and a Vice President and director of Capital Management.
Mr. Hannan's business address is Two Manhattanville Road,
Purchase, New York 10577.
Peter Henry Larder, Michael Francis Benedict Gillooly,
Ian Thomas Patrick and Martin William Laidlaw, each of whom is a
British citizen, each serves as a director of Administration.
Each of the above four individuals is principally employed by
CIBC Bank and Trust Company (Cayman) Limited ("CIBC") in the
following positions: Mr. Larder, Managing Director; Mr. Gillooly,
Deputy Managing Director; Mr. Patrick, Manager-Accounting
Services; and Mr. Laidlaw, Senior Fund Accountant. CIBC is a
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Page 12 of 12 Pages
Cayman Islands corporation which is principally engaged in the
provision of trust, banking and corporate administration
services, the principal address of which is Edward Street, Grand
Cayman, Cayman Islands, British West Indies. It provides
accounting, administrative and other services to Administration
pursuant to a contract. Messrs. Bilger, Black, Cogut and Hannan
are the beneficial owners of the stock of Administration.
