<PAGE>1 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
HILLS STORES COMPANY
_______________________________________________________________________
(Name of Issuer)
COMMON STOCK
_______________________________________________________________________
(Title of Class of Securities)
431692 10 2
______________________________
(CUSIP Number)
JOHN F. HARTIGAN, ESQ. MORGAN, LEWIS & BOCKIUS
801 SOUTH GRAND AVENUE, LOS ANGELES, CA 90017
(213) 612-2500
_______________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
MARCH 6, 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 the statement / /. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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SCHEDULE 13D
CUSIP No. 431692 10 2
___________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOLLO HDS PARTNERS, L.P.
___________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
___________________________________________________________________________
3 SEC USE ONLY
___________________________________________________________________________
4 SOURCE OF FUNDS*
OO
___________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) / /
___________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
___________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 525,584 SHARES OF COMMON STOCK (INCLUDING 211,077 ISSUABLE
UPON CONVERSION OF SERIES A PREFERRED STOCK)
SHARES _____________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY _____________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 525,584 SHARES OF COMMON STOCK (INCLUDING 211,077
PERSON ISSUABLE UPON CONVERSION OF SERIES A PREFERRED STOCK)
WITH _____________________________________________________________
10 SHARED DISPOSITIVE POWER
___________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,584 SHARES OF COMMON STOCK (INCLUDING 211,077 ISSUABLE UPON
CONVERSION OF SERIES A PREFERRED STOCK)
___________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ /
___________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
___________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE> PAGE 3 OF 5 PAGES
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OR 1934, AS AMENDED
_________________________________________________________________
_________________________________________________________________
This Amendment No. 3 amends the Statement on Schedule
on 13D dated October 21, 1993 (as so amended, the "Schedule 13D")
as follows:
Item 4. Purpose of Transaction.
______ ______________________
Item 4 is hereby amended by deleting the final two paragraphs
thereof and inserting the following:
In connection with Hills' tender offer for shares of
Common Stock and Series A Preferred Stock, on March 6, 1995, the
Reporting Person tendered 102,126 shares of Common Stock and
68,541 shares of Series A Preferred Stock to Hills at a price of
$25.00 per share.
The Reporting Person may change any of its current
intentions, acquire additional shares of Common Stock or Series A
Preferred Stock or sell or otherwise dispose of all or any part
of the Common Stock or Series A Preferred Stock beneficially
owned by the Reporting Persons, or take any other action with
respect to Hills or any of its debt or equity securities in any
manner permitted by law. Except as disclosed in this Item 4 and
Item 5, the Reporting Person has no current plans or proposals
which relate to or would result in any of the events described in
Items (a) through (j) of the instructions to Item 4 of Schedule
13D. See also Item 5.
Item 5. Interest in Securities of the Issuer.
______ ____________________________________
Item 5 is hereby amended and restated as follows:
(a) HDS beneficially owns (i) 525,584 shares of Common
Stock (including 211,077 shares issuable upon conversion of
Series A Preferred Stock) or 5.0% of the Common Stock of Hills,
and (ii) 211,077 shares of Series A Preferred Stock or 6.1% of
the Series A Preferred Stock.
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(b) The number of shares of Common Stock as to which
there is sole power to vote or to direct the vote, shared power
to vote or to direct the vote, sole power to dispose or direct
the disposition, or shared power to dispose or direct the
disposition for the Reporting Person is set forth in the cover
pages and such information is incorporated herein by this
reference.
(c) Except as disclosed herein, there have been no
reportable transactions with respect to the Common Stock or
Series A Preferred Stock within the last 60 days by the Reporting
Person except for the disposition of beneficial ownership of the
shares of Common Stock being reported on this Statement.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
______ ________________________________________________________
With Respect to the Securities of the Issuer.
____________________________________________
Item 6 is amended and restated as follows:
The responses to Item 4 and Item 5 are incorporated
herein by this reference.
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SIGNATURE
After reasonable 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 10, 1995
APOLLO HDS PARTNERS, L.P.
By: Apollo Investment Fund, L.P.
By: Apollo Advisors, L.P.,
Managing General Partner
By: Apollo Capital Management, Inc.
General Partner
By: Michael D. Weiner
_______________________________
Name: Michael D. Weiner
Title: Vice President, Apollo Capital
Management, Inc.
