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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 12
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)
May 5, 1995
(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: /_/
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Amendment No. 12 to Schedule 13D
This Statement amends the Schedule 13D, dated May 6,
1994, as amended on July 22, 1994, July 28, 1994, August 11,
1994, August 17, 1994, August 30, 1994, September 21, 1994,
September 26, 1994, February 23, 1995, March 7, 1995, April 27,
1995 and May 4, 1995 (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. 12, 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 4 of the Schedule 13D, "Purpose of the Transaction",
is amended by adding the following:
"On May 5, 1995, Mark Dickstein, President of Dickstein Inc.,
sent a letter on behalf of Dickstein Inc. to Michael Bozic,
President and Chief Executive Officer of the Company. A
copy of this letter is annexed as Exhibit 11 to this Schedule
13D."
II. Item 7 of the Schedule 13D, "Material to be Filed as
Exhibits," is amended by adding the following Exhibit:
"Exhibit 11 Letter, dated May 5, 1995, from
Dickstein Inc. to the Company"
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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: May 5, 1995
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
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
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DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Name: Mark Dickstein
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Exhibit 11
Dickstein Partners Inc.
Mark Dickstein Tel: 212-754-4000
President Fax: 212-754-5825
May 5, 1995
Mr. Michael Bozic
President and Chief Executive Officer
Hills Stores Co.
15 Dan Road
Canton, MA 02021
Dear Mike:
At this time I am again requesting that the Hills board
expeditiously modify its shareholders rights plan to permit us to
discuss with other Hills shareholders their interest in
contributing equity capital to our transaction without causing a
"triggering" of the rights.
Since making public our proposal, we have received several
inquiries from non-Hills shareholders regarding the investment of
equity capital in our proposed acquisition. Based on this
response and on unsolicited indications of interest from existing
Hills shareholders, we believe it to be self-evident that
enabling Dickstein Partners to potentially increase its offer is
in the best interests of all Hills shareholders. We hope that
the Hills board will promptly grant our request.
Sincerely,
Mark Dickstein
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