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MacKenzie Partners, Inc.
156 Fifth Avenue
New York, NY 10010
212 929-5500
Fax 212 929-0308
May 4, 1995
Dear Hills Stores Investor:
Enclosed for your information is a copy of a Hills Stores Company
13D amendment filed by Dickstein Partners Inc. on May 4.
Included in the exhibits section of the filing are:
o Preliminary proxy materials filed by Dickstein Partners with
the SEC.
o Mark Dickstein's May 3 letter to Hills' Chief Executive,
Michael Bozic, discussed in the preliminary proxy materials.
o NatWest's "highly confident" letter to Dickstein Partners
with respect to new senior secured bank financing of up to
$335 million, discussed in the preliminary proxy materials.
o Dickstein Partners' May 3 press release announcing its
proposal to acquire Hills Stores for $25 cash per share.
If you owned Hills Stores shares as of April 24, 1995, you will
soon receive a set of Dickstein Partners' definitive proxy
materials from your custodian bank or broker, which will include
a card or voting instruction form which can be used to vote for
the Dickstein nominees.
If you have questions or comments, please call me directly at
(212) 929-5940.
Sincerely,
Stanley J. Kay, Jr.
Senior Vice President
