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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
(AMENDMENT NO. 1)
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 Date Filed: January 24, 1995
13E-4
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This Amendment No. 1 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, 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. The preliminary results of the Offer are set forth in Exhibit (a)(10)
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)(10)--Form of Press Release dated February 22, 1995.
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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: February 22, 1995
Hills Stores Company
/s/ William K. Friend
By: _________________________________
WILLIAM K. FRIEND, ESQ.
VICE PRESIDENT--CORPORATE COUNSEL
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EXHIBIT INDEX
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SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
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(a)(10) --Form of Press Release dated February 22, 1995......
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[LETTERHEAD OF HILLS STORES COMPANY]
FOR IMMEDIATE RELEASE:
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FEBRUARY 22, 1995 Contact: William K. Friend
VP--Corporate Counsel
(617) 821-1000, Ext. 1189
HILLS STORES COMPANY CONCLUDES OFFER TO PURCHASE FOR CASH
3,000,000 SHARES OF ITS COMMON STOCK AT $25 NET PER SHARE
CANTON, MASSACHUSETTS, February 22, 1995--Hills Stores Company (NYSE-HDS)
announced that its offer to purchase up to 3,000,000 shares of its Common Stock
at $25 per share expired as scheduled at 12:00 midnight, New York City time, on
Tuesday, February 21, 1995. As a result of the offer's oversubscription,
proration will be required for the 12,480,702 shares tendered by owners who do
not qualify as odd lot owners. The preliminary proration percentage is 23.93%
for those shares not qualifying for odd lot status.
On the basis of its preliminary count, Chemical Bank, the depositary for the
offer, reported that 12,493,652 shares of Hills Stores Company Common Stock
were tendered pursuant to the offer. This included 1,467,208 shares that were
tendered by notices of guaranteed delivery, all of which are preliminarily
assumed to be tenders by owners of 100 or more shares. Of the total shares
tendered, qualifying odd lot owners each of whom beneficially owned an
aggregate of fewer than 100 shares on the record date of January 23, 1995,
tendered 12,950 shares.
The final number of shares tendered pursuant to the offer and the definitive
proration factor will be announced on or about March 2, 1995. All shares
tendered and not purchased by the Company will be returned to shareholders in
accordance with 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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