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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant /_/
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/_/ Preliminary Proxy Statement
/_/ Definitive Proxy Statement
/x/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
Hills Stores Company
_________________________________________________________________
(Name of Registrant as Specified In Its Charter)
Dickstein Partners Inc.
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/_/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(i)(2).
/x/ $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).*
/_/ Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
_______________________________________________________________
(2) Aggregate number of securities to which transaction
applies:
_______________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:(1)
________________________________________________________________
_________________________
(1) Set forth the amount on which the filing fee is calculated
and state how it was determined.
* Previously paid.
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_______________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________________________________________________
/_/ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
(1) Amount Previously Paid:
_________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_________________________________________________________________
(3) Filing Party:
_________________________________________________________________
(4) Date Filed:
_________________________________________________________________
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NEWS RELEASE MACKENZIE
PARTNERS INC.
156 Fifth Avenue
New York, NY 10010
CONTACT: 212 929-5500
Stan Kay FAX 212-929-0308
(212) 929-5940
FOR IMMEDIATE RELEASE:
INDEPENDENT SHAREHOLDER ADVISORY FIRM ENDORSES
DICKSTEIN NOMINEES IN HILLS PROXY CONTEST
NEW YORK, NEW YORK, June 20, 1995 -- Dickstein Partners Inc.
announced today that Institutional Shareholder Services, Inc. has
recommended that its clients vote for the Dickstein slate of
directors at the Hills Stores Co. (NYSE: HDS) Annual Meeting of
Shareholders scheduled for this Friday, June 23, at 10:00 a.m.
Institutional Shareholder Services (I.S.S.), based in Bethesda,
Maryland, is a leading independent advisor to several hundred
institutional investors in the areas of proxy contests, corporate
governance and other shareholder related issues.
The I.S.S. report states that though "management has done an
effective job in restoring the company to profitability... the
company's flagging stock price cannot be ignored..."
I.S.S. goes on to say, "we believe that conditions are ripe for
an auction of Hills and that shareholders should have an
opportunity to consider all bids for the company. . ."
The report concludes, "we recommend that you vote for the
Dickstein slate..."
Mark Dickstein, President of Dickstein Partners, Inc. commented,
"We are pleased that I.S.S. has endorsed our plans to elect
directors committed to an auction of Hills to the highest bidder.
If elected, our nominees look forward following the June 23
Annual Meeting to working with the Hills management team in order
to maximize value in the near term for all Hills shareholders."
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