SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Hills Stores Company
(Name of Issuer)
Series A Convertible Preferred Stock, $.10 par value
(Title of Class of Securities)
431691203
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
January 24, 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 this
statement: /_/
Page 1 of 9 pages
<PAGE>
CUSIP No. 431691203
Page 2 of 9 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
DICKSTEIN & CO., L.P. 13-3321472
2) CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC,OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 287,064 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 287,064 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
287,064 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP No. 431691203
Page 3 of 9 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
DICKSTEIN FOCUS FUND L.P. 13-3746015
2) CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 13,800 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 13,800 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,800 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.4% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP No. 431691203
Page 4 of 9 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
2) CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC,OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 86,531 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 86,531 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
86,531 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 431691203
Page 5 of 9 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
DICKSTEIN PARTNERS, L.P. 13-3544838
2) CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 300,864 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 300,864 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,864 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP No. 431691203
Page 6 of 9 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
DICKSTEIN PARTNERS INC. 13-3537972
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 387,395 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 387,395 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
387,395 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 431691203
Page 7 of 9 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
MARK DICKSTEIN
2) CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) /_/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 387,395 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 387,395 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
387,395 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
<PAGE>
Amendment No. 1 to Schedule 13D
This statement amends the Schedule 13D, dated July 28,
1994 (the "Schedule 13D"), filed by Dickstein & Co., L.P.
("Dickstein & Co."), Dickstein Focus Fund L.P. ("Dickstein Focus"),
Dickstein International Limited ("Dickstein International"),
Dickstein Partners, L.P., Dickstein Partners Inc. and Mark
Dickstein with respect the Series A Convertible Preferred Stock,
$.10 par value (the "Preferred Stock"), of Hills Stores Company, a
Delaware corporation (the "Company"). The filing of this Amendment
No. 1 is made to reflect a change in the Reporting Persons'
percentage ownership of the Preferred Stock as a result of a
reduction in the total number of outstanding shares of the
Preferred Stock as set forth in footnote 1 below. Notwithstanding
this Amendment No. 1, the Schedule 13D speaks as of its date.
Capitalized terms used without definition have the meanings
ascribed to them in the Schedule 13D.
I. Item 3 of the Schedule 13D, "Source and Amount
of Funds or Other Consideration", is hereby amended by adding the
following paragraph:
"Since July 28, 1994 (the date the Reporting Persons
initially filed the Schedule 13D), Dickstein Focus has acquired
1,000 shares of Preferred Stock in the open market at a total cost
of $20,210 and Dickstein International has acquired 4,000 shares of
Preferred Stock in the open market at a total cost of $80,765.
Such amounts were funded out of each entity's working capital,
which may include margin loans made by brokerage firms in the
ordinary course of business."
II. Item 5(a) of the Schedule 13(D), "Interest in
Securities of the Issuer", is hereby amended and restated as
follows:
(a) The Reporting Persons beneficially own an
aggregate of 387,395 shares of Preferred Stock, representing
approximately 12.2% of the shares of Preferred Stock outstanding.
Dickstein & Co. beneficially owns 287,064 of such shares of
Preferred Stock, representing approximately 9% of the shares of
Preferred Stock outstanding; Dickstein Focus beneficially owns
13,800 shares of Preferred Stock, representing approximately 0.4%
of the shares of Preferred Stock outstanding; and Dickstein
International beneficially owns 86,531 of such shares of
Preferred Stock, representing approximately 2.7% of the shares of
Preferred Stock outstanding.1/ Upon the resolution of all of the
Company's pre-petition claims, the Reporting Persons may be
entitled to receive additional shares of Preferred Stock pursuant
to the Plan of Reorganization.
1/ Percentages are based upon 3,182,107 shares of Preferred
Stock reported by the Company as being outstanding at
January 23, 1995 in the Company's Schedule 13E-4, dated
January 24, 1995.
8
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Date: January 26, 1995
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the general partner
of Dickstein Partners, L.P., the general
partner of Dickstein & Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the agent of
Dickstein International Limited
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN FOCUS FUND L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P., the
general partner of Dickstein Focus Fund
L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the general partner
of Dickstein Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Name: Mark Dickstein
