UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 16, 1994
HILLS STORES COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-9505 31-1153510
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification
15 Dan Road number)
Canton, Massachusetts
(Address of principal 02021
executive offices) (Zip code)
Registrant's telephone number, including area code:
(617) 821-1000
Page 1 of 25 sequentially numbered pages.
Exhibit Index is at page 5.
==================================================================
<PAGE>2
Item 5. Other Events.
On August 24, 1994, a stockholder's derivative and
class action lawsuit was filed in the Court of Chancery of
the State of Delaware captioned Weiss v. Lee, et al. which
named Hills Stores Company (the "Company") and each member
of the Company's Board of Directors (the "Board") as
defendants. The lawsuit alleged that the Board adopted a
stockholder rights plan for the express purpose of
entrenching the Board members and management in their
current offices for their own personal gain and to the
detriment of the Company's stockholders. In addition, the
lawsuit, as amended, challenged the Board's adoption of
revised employment agreements with certain executive
officers of the Company and a consulting agreement with a
member of the Board by alleging that these agreements were
"extravagant golden parachutes" and that the definition of
change in control contained in these agreements also served
to entrench the Board members and management. The
challenged actions were alleged to be inimical to the
stockholders' interest in maximizing value. Although the
Company and the Board believed the plaintiffs' allegations
were without merit, in order to eliminate the burden and
expense of further litigation, on December 16, 1994, the
parties entered into a Stipulation and Agreements of
Compromise, Settlement and Release (the "Stipulation")
whereby, subject to the approval of the Court, the Company
agreed to, among other things, (i) amend the challenged
employment agreements and consulting agreement to change the
definition of change in control, shorten the initial term of
the agreements, and adjust the amount of certain termination
payments; and (ii) undertake, or cause to be undertaken, a
tender offer to purchase up to three million shares of Hills
Capital Stock at $25 per share in cash. In the Stipulation,
the Company agreed not to oppose an application by
plaintiffs' counsel for an award of attorneys' fees in an
amount not to exceed $350,000 and expenses in an amount not
to exceed $35,000, and to pay such fees and expenses as may
be awarded by the Court. The foregoing description of the
Stipulation does not purport to be complete and is qualified
in its entirety by reference to the Stipulation, which is
filed as an exhibit hereto and incorporated herein by
reference.
<PAGE>3
EXHIBIT INDEX
Pursuant to Item 601 of Regulation S-K
Page Number
Exhibit in Sequentially
Number Title Numbered Report
99.1 Stipulation and Agreement 6
of Compromise, Settlement
and Release dated as of
December 16, 1994.
<PAGE>3
Item 7. Exhibits.
Page Number
Exhibit in Sequentially
Number Title Numbered Report
99.1 Stipulation and Agreement 6
of Compromise, Settlement
and Release dated as of
December 16, 1994.
<PAGE>4
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, hereunto duly
authorized, in Canton, Commonwealth of Massachusetts, on
January 13, 1995.
HILLS STORES COMPANY,
BY
----------------------------
Name: William K. Friend
Title: Vice President-
Secretary
EXHIBIT 99.1
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
JOSEPH H. WEISS,
Plaintiff, Civil Action No.
13707
-against-
THOMAS H. LEE, MICHAEL BOZIC, SUSAN E.
ENGEL, MICHAEL S. GROSS, RICHARD B.
LOYND, NORMAN S. MATTHEWS, JAMES L.
MOODY, JR. and JOHN G. REEN,
Defendants,
-and-
HILLS STORES COMPANY,
Nominal Defendant.
STIPULATION AND AGREEMENT OF COMPROMISE,
SETTLEMENT AND RELEASE
The parties to the above-captioned civil action
(the "Action"), by and through their respective attorneys,
have entered into the following Stipulation and Agreement of
Compromise, Settlement and Release (the "Stipulation" or
"Settlement") subject to the approval of the Court:
WHEREAS:
A. Plaintiff commenced the Action by filing a
Complaint on August 24, 1994, and an Amended Complaint on
September 9, 1994. The Action was brought both derivatively
<PAGE>2
on behalf of nominal defendant Hills Stores Company ("Hills"
or "the Company") and as an individual and class action on
behalf of all holders of capital stock of the Company
(except the defendants in the Action) (the "Stockholders").
Named as defendants are the Company and the directors of the
Company. The Amended Complaint challenges the adoption of a
stockholder rights plan and of revised employment agreements
by the Board of Directors of nominal defendant Hills (the
"Board") that were alleged to be inimical to the
stockholders' interest in maximizing value.
B. On August 16, 1994, Dickstein Partners, Inc.
filed proxy solicitation materials with the Securities and
Exchange Commission ("SEC") to allow it to solicit written
consents (the "Consent Solicitation") of the Company's
stockholders to remove and replace four of the Company's
eight directors--defendants Engel, Loynd, Moody and Reen--
with its own nominees. As stated in the Consent
Solicitation materials:
"The principal objective of the Consent Solicitation is
to elect directors who will place a greater emphasis on
the enhancement of shareholder value, such as by means
of a major stock repurchase program. Dickstein
Partners believes such a stock repurchase program can
be undertaken in a manner which will not undermine the
Company's financial or operating health."
C. In its Schedule 13-D filings with the SEC,
Dickstein Partners, Inc. and affiliates (collectively,
<PAGE>3
"Dickstein") disclosed that they had acquired 12.6% of the
Company's outstanding common stock and that they
contemplated acquiring additional shares. On August 16,
1994, the Company adopted a stockholder rights plan
("Stockholder Rights Plan").
D. On August 19, 1994, the Company entered into
new employment or consulting agreements with defendants
Bozic, Matthews and Reen, and with Andrew J. Samutto, E.
Jackson Smailes, Robert J. Stevenish and William K. Friend
(the "Employment Agreements").
E. The Employment Agreements extended the term of
each of the seven executives' employment to March 1997 and
also provided, inter alia, that in the event of a Change in
Control (as defined below) without the prior approval of the
Company's Board of Directors, the executive could terminate
his employment and receive a lump sum payment equal to
(i) all earned but unpaid salary and a prorated bonus to the
time of termination, (ii) three times the executive's annual
base salary in effect at the time of termination and
(iii) three times any bonus compensation such executive was
entitled to earn during the year of termination. Each
executive's base salary was subject to annual increases.
Under the Employment Agreements, a Change in Control is
deemed to have occurred if any person or group (i) becomes
<PAGE>4
the beneficial owner of more than 50% of the Company's
voting stock or (ii) elects more than 30% of the members of
the Board of Directors, rounded down to the nearest whole
number.
F. The Amended Complaint alleges that the
Employment Agreements were "extravagant golden parachutes"
and that the definition of Change in Control was a "hair
trigger" in that the election of more than 30% of the Board
sufficed to trigger the termination payments. The
Employment Agreements and the Stockholder Rights Plan are
alleged to have been adopted in an effort to "entrench" the
individual defendants and "deter" Dickstein's efforts to
maximize shareholder value.
G. On September 9, plaintiff served upon
defendants a comprehensive set of document requests. On
September 12, the Court scheduled an October 4 hearing on
plaintiff's motion for a preliminary injunction seeking,
inter alia, to rescind and render void the Change in Control
provisions of the Employment Agreements. Pursuant to
Plaintiff's document requests and agreement reached by the
parties, defendants produced documents to plaintiff's
counsel.
H. Following document production and review, the
parties conducted arms' length negotiations with a view to
<PAGE>5
settling the controversy. Counsel for the parties agreed to
the principal terms of the Settlement of the Action on
September 20, 1994, and set forth the terms of that
agreement in a Memorandum of Understanding executed by
counsel for the parties on September 30, 1994 (the "MOU").
I. Plaintiff acknowledges that defendants
specifically deny all material allegations of the Amended
Complaint, deny that they have violated any law or
regulation, deny that they have committed any wrongdoing,
and deny all liability to Hills, plaintiff and the members
of the Class (as defined below). All defendants believe
that there are valid and meritorious defenses as a matter of
fact and law to the claims asserted in the Complaint and the
Amended Complaint, but have agreed to take certain actions
to settle the Action because they consider it desirable that
the Action be settled and dismissed in order to avoid the
substantial expense, inconvenience and distraction of
continued litigation, and because the Settlement would put
plaintiff's class and derivative claims to rest.
J. Plaintiff has engaged in significant
discovery, including receipt and review of documents
obtained from the defendants pursuant to plaintiff's
document request and agreement with defendants' counsel and
by deposition upon oral examination of one management
<PAGE>6
director, one outside director who is a member of the Human
Resources and Compensation Committee of the Board and a
representative of Smith Barney Inc. ("Smith Barney"),
financial advisor to the Company. In addition, plaintiff's
counsel has investigated and analyzed the public documents
concerning the matters alleged in the Complaint and retained
a financial expert to whom they provided the material
obtained from discovery and the results of counsel's
investigation. Plaintiff's counsel has consulted with and
received reports from their financial expert as to the
matters alleged in the Amended Complaint. Plaintiff's
financial expert also interviewed a representative of Smith
Barney, and verified Smith Barney's financial analysis
concerning the stock repurchase program described below.
K. Defendants acknowledge that the pendency of
the Action and negotiations with plaintiff's counsel were
material factors in their decision to modify the Employment
Agreements, as described below, and to embark on a major
stock repurchase program on the terms and conditions
described below.
L. As described herein, plaintiff and defendants
have agreed to submit to the Court in connection with the
Settlement a proposed order providing, inter alia, for
certification of a temporary settlement class (the "Class")
<PAGE>7
pursuant to Court of Chancery Rules 23(b)(1) and (b)(2)
consisting of all holders of the common stock and/or the
Series A convertible preferred stock (collectively, "Capital
Stock") of Hills on or after August 16, 1994, down to the
date of the entry of the scheduling order as provided for in
paragraph 1 herein, inclusive. Excluded from the Class are
the Company, the individual defendants, members of their
immediate families and their legal representatives, heirs,
successors, or assigns. Pursuant to approval of the
Settlement by the Court as contemplated herein, the Class
will be formally certified.
M. Based upon, among other things, their review
of documents, SEC filings and other relevant publicly
available materials, the record in this Action, discussions
with plaintiff's financial expert and with representatives
of defendants, and an assessment of the likelihood of
success and the significant risks and delay inherent in
further litigation of the issues, plaintiff's counsel have
concluded that a settlement on the terms and conditions set
forth herein is fair, reasonable and adequate and in the
best interests of the Company, the named plaintiff and all
members of the Class.
<PAGE>8
NOW, THEREFORE, IT IS STIPULATED AND AGREED,
subject to the approval of this Court, and pursuant to Court
of Chancery Rules 23 and 23.1, as follows:
1. As soon as practicable, the parties shall
apply jointly for a scheduling order establishing the
procedure for the approval of this Settlement substantially
in the form attached hereto as Exhibit A (the "Scheduling
Order") and the Company shall send to the Class, which
includes all holders of record of Hills Capital Stock as of
the date of entry of the Scheduling Order, notice of the
Settlement and of the hearing on the approval of the
Settlement (the "Settlement Hearing") substantially in the
form attached hereto as Exhibit B (the "Notice"). The
Company shall undertake the distribution of the Notice in
accordance with the Scheduling Order, and shall bear the
expense related thereto. Prior to or at the Settlement
Hearing, counsel for the Company shall file with the Court
of Chancery an affidavit attesting to the distribution of
the Notice.
2. For purposes of settlement only, defendants
agree that the Action shall be maintained as a derivative
action on behalf of Hills pursuant to Court of Chancery
Rule 23.1 and, pending the Settlement Hearing, the Action
shall be maintained temporarily as a class action pursuant to
<PAGE>9
Rules 23(a), 23(b)(1) and 23(b)(2) of the Court of Chancery
on behalf of the Class. In the event final Court approval is
not obtained, defendants may, within 30 days of an order
disapproving the Settlement, move to vacate the temporary
class certification, which motion plaintiff will not oppose.
3. If the Settlement (including any modification
thereto made with the consent of the parties as provided for
herein) shall be approved by the Court as fair, reasonable
and adequate and in the best interests of the Company, its
Stockholders and the Class, the parties shall jointly request
the Court to enter an Order and Final Judgment substantially
in the form attached hereto as Exhibit C (the "Judgment"):
(a) certifying the Class pursuant to Court of
Chancery Rules 23(a), 23(b)(1) and 23(b)(2);
(b) approving the Settlement, and all transactions
preparatory or incident thereto, as fair, reasonable and
adequate and in the best interests of the Company, the
Company's Stockholders, and the Class;
(c) authorizing and directing performance of the
Settlement in accordance with its terms and conditions;
(d) dismissing the Action with prejudice on the
merits, as against plaintiff, the Class, Hills, and all
<PAGE>10
Stockholders of Hills, both directly and derivatively,
without costs except as hereinafter provided, and
releasing the defendants in the Action, and the
respective present or former officers, directors,
stockholders, employees, agents, attorneys,
representatives, advisors, financial advisors,
investments bankers, commercial bankers, lenders,
accountants, insurers, trustees, affiliates, parents,
subsidiaries (including the directors and officers of
such affiliates, parents and subsidiaries), general and
limited partners and partnerships, heirs, executors,
personal representatives, estates, administrators,
predecessors, successors and assigns of defendants or of
any affiliate parent or subsidiary of any defendant
(collectively, "Defendants' Affiliates"), from all
claims, rights, causes of action, suits, demands,
matters and issues, known or unknown (except claims
arising from any breach of the terms of this
Stipulation), that arise now or hereafter out of, or
relate to, directly or indirectly, or that are, were,
or could have been asserted in connection with, the
<PAGE>11
subject matter of the Action including, without
limitation, claims
(i) relating to or arising out of the Stock
Repurchase Program (as defined below), the
Stockholder Rights Plan, the Employment Agreements,
including any modifications thereto as provided for
in this Stipulation, or any of the transactions or
events described in the Complaint or the Amended
Complaint in the Action; or
(ii) relating to the fiduciary or disclosure
obligations of any of the defendants (or persons to
be released), or any public statements,
announcements or other activities with respect to
any of the foregoing,
that have been brought or could be brought by plaintiff,
Hills, the shareholders of Hills, or any member of the
Class, or the Class members' respective heirs,
executors, administrators, successors, assigns or
transferees, regardless of whether brought directly,
individually, derivatively, representatively or in any
other capacity against any of the defendants and
Defendants' Affiliates (collectively, the "Settled
Claims");
(e) retaining jurisdiction over all matters
relating to the effectuation of the Settlement and over
plaintiff and the members of the Class in connection
therewith; and
<PAGE>12
(f) awarding attorneys' fees and expenses to
plaintiff's counsel as provided in paragraph 7 herein.
4. Within ten (10) business days after Court
approval of this Settlement becomes final and non-reviewable,
the Company will make the following changes to the Employment
Agreements and will obtain the necessary consents to make
such changes:
(a) Schedule A to each Employment Agreement will be
amended so that the initial term of those Employment
Agreements, currently scheduled to end on March 31,
1997, will instead end on December 31, 1996;
(b) Section 10(c) in each Employment Agreement will
be revised to read substantially as follows:
SECTION 10. (c) Change in Control (other than an
Approved Change in Control). In the event of termination
of this Agreement by Executive within one (1) year after
a Change in Control (other than an Approved Change in
Control), the Company shall pay Executive, in a lump sum
payment within thirty (30) days after termination under
this Section 10(c), the sum of (A) the amount described
in Section 10(a) of this Agreement (other than the
payments to be made in case of termination by death),
and (B) the amount equal to three (3x) times Executive's
Annual Compensation, and the Company shall continue
during the Term all of the benefits and perquisites set
forth in Section 5(c) and 5(e), notwithstanding the fact
that Executive may no longer be an employee eligible to
participate in one or more of the employee benefit plans
maintained by the Company.
For purposes of this Agreement, the term "Approved
Change in Control" shall mean a Change of Control that
has occurred with the prior approval of a majority of
the Continuing Directors and the term "Continuing
<PAGE>13
Director" shall mean any member of the Board of
Directors of the Company who is not an Acquiring Person
or a nominee or representative of an Acquiring Person or
of any affiliate or associate of an Acquiring Person,
and any successor to a Continuing Director who was
recommended for election or elected to succeed a
Continuing Director by a majority of the Continuing
Directors then on the Board of Directors of the Company.
During the term of this Agreement as specified in
the amended Schedule A, for purposes of this
Section 10(c) of this Agreement the term "Executive's
Annual Compensation" shall mean (i) the sum of (A) the
Executive's base salary for 1994 and (B) any bonus
compensation to which Executive would have been entitled
if Executive continued to be employed under this
Agreement to the end of 1994 (assuming that all Company
and individual performance goals and objectives had been
achieved pursuant to Section 5(b)), provided that if the
Executive's base salary or bonus compensation is
increased after 1994 following significant changes in
the Executive's responsibilities the term shall mean the
sum of (A) the base salary in effect at the time of
termination and (B) any bonus compensation to which
Executive would have been entitled if Executive had
continued to be employed under this Agreement to the end
of the Company's fiscal year in which his employment
terminated (assuming that all Company and Individual
performance goals and objectives had been achieved
pursuant to Section 5(b)). If the Agreement is extended
at the end of the present term of the Agreement,
"Executive's Annual Compensation" shall mean (ii) the
sum of (A) the base salary in effect at the time of
termination and (B) any bonus compensation to which
Executive would have been entitled if Executive had
continued to be employed under this Agreement to the end
of the Company's fiscal year in which his employment
terminated (assuming that all Company and Individual
performance goals and objectives had been achieved
pursuant to Section 5(b)).
(c) the definition of "Change in Control" in the
second paragraph of Section 9 in each Employment
<PAGE>14
Agreement will be revised to read substantially as
follows:
For purposes of this Agreement, the term "Change in
Control" shall mean either (i) that, after the date
hereof, any person (an "Acquiring Person"), together
with its affiliates and associates (as defined in
Rule 12b-2 under the Securities Exchange Act of 1934, or
any successor rule thereto) shall become the beneficial
owner (as defined in Rule 13d-3 under the Securities
Exchange Act), including by merger or otherwise, of more
than fifty percent (50%) of the total voting power of
all classes of voting stock of the Company or (ii) that
one or more Acquiring Persons has succeeded as the
result of or in response to actual or threatened
election contests, whether by settlement or otherwise,
in having elected to the Board of Directors of the
Company, whether at one time or on a cumulative basis, a
sufficient number of its or their nominees to constitute
(x) more than thirty percent (30%) of the members of the
Company's Board of Directors, rounded down to the
nearest whole number, if the number of directors on the
Company's Board is eight or less, or (y) more than forty
percent (40%) of the members of the Company's Board,
rounded down to the nearest whole number, if the number
of directors on the Company's Board is nine or more.
5. The Company will undertake or cause to be
undertaken a tender offer to purchase up to three million
shares of Hills Capital Stock at $25 per share in cash (the
"Stock Repurchase Program"). The Stock Repurchase Program
will occur as soon as practicable, subject to compliance with
all applicable securities law requirements and other
customary terms and conditions.
6. If any claims that are or would be subject to
the release and dismissal contemplated by this Settlement
are asserted against any person in any court prior to final
<PAGE>15
approval of the Settlement, the plaintiff shall join in any
motion to dismiss or stay such proceedings and shall
otherwise use his best efforts to effect a withdrawal or
dismissal of the claims. Defendants will have the option to
withdraw from this Stipulation of Settlement in the event
that any action is commenced by or on behalf of plaintiff,
any Stockholder of Hills, or members of the Class, asserting
claims that would be settled or released by this Stipulation
and is not dismissed notwithstanding this Stipulation.
7. Plaintiff's counsel shall apply to the Court
for an award of attorneys' fees in an amount not to exceed
$350,000 and expenses in an amount not to exceed $35,000
(collectively, the "Fees and Expenses"). Defendants agree
that they will not oppose such application. Subject to the
terms and conditions of this Settlement, the Company on
behalf of all defendants will pay plaintiff's counsel such
Fees and Expenses as may be awarded by the Court in
accordance with the terms set forth in this paragraph. In
the event that any person other than plaintiff appeals from a
decision of the Court approving the Settlement and/or
plaintiff's fee application and the decision appealed from is
ultimately affirmed, defendants shall, in addition to the
Fees and Expenses, pay interest on the sum awarded by the
Court and ultimately affirmed, at the Delaware statutory
<PAGE>16
rate of interest, such interest to accrue from the date 30
days after the decision would have been final but for the
appeal up to the date of payment of such Fees and Expenses.
8. Except for the payment by the Company of the
Fees and Expenses as expressly provided in this Stipulation,
defendants and Defendants' Affiliates shall not bear any
expenses, costs, damages or fees incurred by plaintiff, by
any present or former Stockholder of Hills, by members of the
Class, or by any of their attorneys, experts, advisors,
agents or representatives.
9. This Stipulation and all negotiations,
statements and proceedings in connection therewith shall not
in any event be construed, or deemed to be evidence of, an
admission or concession on the part of plaintiff, defendants,
any present or former Stockholder of the Company, the Class,
or any other person of any liability or wrongdoing by them,
or any of them, and shall not be offered or received in
evidence in any action or proceeding, or be used in any way
as an admission, concession or evidence of any liability or
wrongdoing of any nature, and shall not be construed as, or
deemed to be evidence of, an admission or concession that
plaintiff, the Class, Hills, any present or former
Stockholder of the Company, or any other person, has suffered
any damage.
<PAGE>17
10. The parties may agree to reasonable extensions
of time to carry out any of the provisions of this
Stipulation.
11. This Stipulation constitutes the entire
agreement among the parties with respect to the subject
matter hereof, and in particular supersedes the MOU, and may
only be amended or any of its provisions waived by a writing
executed by all parties hereto.
12. This Settlement shall be binding upon and
inure to the benefit of the plaintiff and each and every
member of the Class upon class certification, and their
respective heirs, executors, administrators, successors,
assigns, and transferees; and upon defendants, and each of
them, and their respective agents, servants, attorneys,
financial advisors, present and former employees, officers
and directors, parents, subsidiaries, affiliates, heirs,
executors, representatives, successors and assigns.
13. Any failure by any party to insist upon the
strict performance by any other party of any of the
provisions of this Stipulation shall not be deemed a waiver
of any of the provisions hereof, and such party,
notwithstanding such failure, shall have the right
thereafter to insist upon the strict performance of any and
<PAGE>18
all of the provisions of this Stipulation to be performed by
such other party.
14. This Stipulation may be executed in two or
more counterparts, all of which shall be considered one and
the same agreement, and shall become effective when such
counterparts have been signed by each of the parties and
delivered to the other parties.
15. This Stipulation shall be construed and
enforced in accordance with the laws of the State of
Delaware, without regard to the conflict of law provisions
thereof.
16. The parties agree to cooperate fully with one
another in seeking Court approval of this Settlement and in
carrying out each of the other undertakings provided for
herein.
IN WITNESS WHEREOF, the parties, by their counsel,
have executed this Settlement, intending to be legally bound
hereby.
December 16, 1994
ROSENTHAL, MONHAIT, GROSS &
GODDESS, P.A.
/s/ Joseph A. Rosenthal
----------------------------
Joseph Rosenthal
First Federal Plaza
P.O. Box 1070
Wilmington, DE 19899
<PAGE>19
GOODKIND LABATON RUDOFF &
SUCHAROW
/s/ Edward Labaton
----------------------------
Edward Labaton
100 Park Avenue
New York, NY 10017
Attorneys for All Plaintiffs
And Proposed Class
CRAVATH, SWAINE & MOORE
/s/ Robert S. Rifkind
-----------------------------
Robert S. Rifkind
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
MORRIS, NICHOLS, ARSHT &
TUNNELL
/s/ Martin P. Tully
-----------------------------
Martin P. Tully
1201 North Market Street
Wilmington DE, 19801
Attorneys for Defendants
Thomas H. Lee, Michael Bozic,
Susan E. Engel, Michael S.
Gross, Richard B. Loynd,
Norman S. Matthews, James L.
Moody, Jr. and John G. Reen
<PAGE>20
POTTER ANDERSON & CORROON
/s/ Michael D. Goldman
-----------------------------
Michael D. Goldman
350 Delaware Trust Building
P. O. Box 951
Wilmington, DE 19899
Attorneys for Nominal
Defendant Hills Stores
Company
