SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 14
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Hills Stores Company
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
431692102
(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)
May 16, 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: /_/
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Amendment No. 14 to Schedule 13D
This Statement amends the Schedule 13D, dated May 6,
1994, as amended on July 22, 1994, July 28, 1994, August 11,
1994, August 17, 1994, August 30, 1994, September 21, 1994,
September 26, 1994, February 23, 1995, March 7, 1995, April 27,
1995, May 4, 1995, May 5, 1995 and May 12, 1995 (the "Schedule
13D"), filed by Dickstein & Co., L.P., Dickstein International
Limited, Dickstein Focus Fund L.P., Dickstein Partners, L.P.,
Dickstein Partners Inc. and Mark Dickstein with respect to the
Common Stock, $.01 par value (the "Common Stock"), of Hills
Stores Company, a Delaware corporation (the "Company").
Notwithstanding this Amendment No. 14, 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 4 of the Schedule 13D, "Purpose of the Transaction,"
is amended by adding the following:
"On May 15, 1995, Michael Bozic, the President and Chief
Executive Officer of the Company sent a letter to Mark Dickstein,
President of Dickstein Inc., indicating that the Company had
rejected the proposal of Dickstein Inc. to acquire the Company.
On May 16, 1995, Mr. Dickstein sent a letter to Mr. Bozic
with respect to the Company's rejection of the Dickstein Inc.
acquisition proposal. Also, Dickstein Inc. issued a press
release indicating that in response to the Company's rejection of
the acquisition proposal, Dickstein Inc. intended to solicit
proxies for election of its nominees for director at the
Company's upcoming annual meeting. A copy of the press release,
including Mr. Dickstein's letter is attached as Exhibit 13.
II. Item 7 of the Schedule 13D, "Material to be Filed as
Exhibits," is amended by adding the following Exhibit:
"Exhibit 13 Press release, dated May 16, 1995, of
Dickstein Inc."
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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: May 17, 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
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DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Name: Mark Dickstein
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Exhibit 13
FOR IMMEDIATE RELEASE
Contact: Stan Kay
MacKenzie Partners
212-929-5500
DICKSTEIN TO PURSUE HILLS PROXY FIGHT
NEW YORK, N.Y. (May 16, 1995) -- Dickstein Partners Inc.
announced today that in response to Hills' rejection of
Dickstein's $25 per share acquisition proposal it intends to
solicit proxies to elect its slate of nominees to the Hills Board
at Hills' upcoming annual meeting.
This development was communicated to Hills Stores in a
letter (see below) sent today by Mark Dickstein, President of
Dickstein Partners Inc., to Mike Bozic, Chief Executive Officer
of Hills Stores.
Dear Mike:
With great interest we have read your letter dated May 15 in
which you informed us that your Board rejected our $25 per share
acquisition proposal as both inadequate and unfinanced. We
believe that unless Hills experiences a material decline in its
current level of profitability the financeability of our proposal
is self-evident. In any event we expect to soon be able to
disclose more details regarding our financing plans.
As to our offer's adequacy, if Hills were to modify its
"rights" plan and allow us to negotiate with other Hills
shareholders regarding their possible contribution of equity
capital to our proposed acquisition, we believe it probable that
we could improve our offer.
We also put more credence in the marketplace's judgment then
in your financial advisor's judgment regarding the "adequacy" of
our proposal. We believe that a fair auction of the company will
by its very nature result in there being an adequate offer for
Hills.
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As a result of Hills seeming unwillingness to either
negotiate with us or to put the company up for sale, we intend to
solicit proxies for the purpose of electing our slate of nominees
to the Hills Board at the upcoming 1995 annual meeting. Our
nominees would seek to sell Hills in an auction process to the
highest bidder; an auction in which Dickstein Partners is
currently prepared to offer at least $25 per share.
Sincerely,
Mark Dickstein
Dickstein Partners Inc. is a New York Based investment firm
which owns 1,113,459 shares of Hills stock, representing
approximately 10.3% of the shares of the company.
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