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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
(FINAL AMENDMENT)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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HILLS STORES COMPANY
(NAME OF ISSUER)
HILLS STORES COMPANY
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
43169210-2
(CUSIP NUMBER OF CLASS OF SECURITIES)
WILLIAM K. FRIEND, ESQ.
VICE PRESIDENT--CORPORATE COUNSEL
HILLS STORES COMPANY
15 DAN ROAD
CANTON, MASSACHUSETTS 02021
(617) 821-1000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPY TO:
BARRY B. WHITE, ESQ.
FOLEY, HOAG & ELIOT
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 482-1390
JANUARY 24, 1995
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$75,000,000 $15,000
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* Based upon $25 cash per share for 3,000,000 shares.
[X] Check here if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee is previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $15,000 Filing Party: Hills Stores Company
Form or Registration No: Schedule 13E-4 Date Filed: January 24, 1995
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This Final Amendment amends and supplements the Issuer Tender Offer Statement
on Schedule 13E-4 filed on January 24, 1995 (the "Schedule 13E-4"), relating to
the offer by Hills Stores Company, a Delaware corporation (the "Company"), to
purchase up to 3,000,000 outstanding shares of Common Stock, par value $.01 per
share, of the Company (the "Common Stock"), at a price of $25 per share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated January 24, 1995 (the "Offer to Purchase"), and
the related Letter of Transmittal (the "Offer"). Unless otherwise indicated,
all capitalized terms used but not defined herein shall have the meanings
assigned to them in the Schedule 13E-4.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is hereby amended by adding the following thereto:
The Offer expired at 12:00 midnight, New York City time, on Tuesday, February
21, 1995, and the Company accepted 3,000,000 shares of Common Stock for
payment. The results of the Offer are set forth in Exhibit (a)(11) hereto and
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by adding the following as an Exhibit:
(a)(11)--Form of Press Release dated March 2, 1995.
1
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SIGNATURE
After due 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: March 2, 1995
Hills Stores Company
/s/ William K. Friend
By: _________________________________
WILLIAM K. FRIEND, ESQ.
VICE PRESIDENT--CORPORATE COUNSEL
2
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EXHIBIT INDEX
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SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
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(a)(11) --Form of Press Release dated March 2, 1995..........
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[LETTERHEAD OF HILLS STORES COMPANY]
FOR IMMEDIATE RELEASE:
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MARCH 2, 1995 Contact: William K. Friend
VP-Corporate Counsel
(617) 821-1000, Ext. 1189
HILLS STORES COMPANY ANNOUNCES FINAL RESULTS OF ITS OFFER
TO PURCHASE FOR CASH 3,000,000 SHARES OF ITS
COMMON STOCK AT $25 NET PER SHARE
CANTON, MASSACHUSETTS, March 2, 1995--Hills Stores Company (NYSE-HDS)
announced that it has accepted for payment 3,000,000 shares of its Common Stock
which were validly tendered pursuant to the Company's offer to purchase up to
3,000,000 shares at $25 per share in cash. The offer expired as scheduled at
12:00 midnight, New York City time, on Tuesday, February 21, 1995.
Of the total shares tendered, qualifying odd lot owners (shareholders who
individually on the record date of January 23, 1995 beneficially owned an
aggregate of fewer than 100 shares of Common Stock) validly tendered 17,189
shares. All odd lot shares were accepted for payment by the Company.
Accordingly, proration was made for the remaining validly tendered 12,168,660
shares. The final proration factor was 24.51 percent accepted, as reported by
Chemical Bank, the depositary for the offer.
After giving effect to the purchase of shares of Common Stock pursuant to the
offer, the Company has 10,358,851 shares of Common Stock outstanding. 1,981,613
shares of the Company's Series A Convertible Preferred Stock were converted
into Common Stock during the pendency of the Company's offer. The Company now
has 398,023 shares of the Series A Convertible Preferred Stock outstanding.
Cash payment for the purchased shares will commence on March 6, 1995. All
shares tendered and not purchased by the Company will be returned as promptly
as possible to shareholders pursuant to the terms of the offer.
Hills Stores Company is a leading regional discount retailer operating 154
stores in 11 Mid-Western and Mid-Atlantic states.
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