SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 9
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)
March 7, 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 11 pages
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SCHEDULE 13D
CUSIP No. 431692102 Page 2 of 11 Pages
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 614,090 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 614,090 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
614,090 (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)
5.8% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. 431692102 Page 3 of 11 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 64,995 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 64,995 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,995 (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)
.6% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. 431692102 Page 4 of 11 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 262,049 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 262,049 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,049 (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)
2.5% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D
CUSIP No. 431692102 Page 5 of 11 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 679,085 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 679,085 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
679,085 (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)
6.4% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 431692102 Page 6 of 11 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 941,134 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 941,134 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
941,134 (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)
8.8% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 431692102 Page 7 of 11 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 941,134 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 941,134 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
941,134 (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)
8.8% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
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Amendment No. 9 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 and February 23, 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. 9, the Schedule 13D speaks as of its date.
Capitalized terms used without definition have the meanings
ascribed to them in the Schedule 13D. This Amendment No. 9 is
being filed to reflect (a) the final results of the Company's
issuer tender offer (the "Tender Offer"), (b) the sale of certain
shares of Common Stock in the open market and (c) the surrender
for conversion into Common Stock of all of the Reporting Persons'
remaining shares of the Company's Series A Preferred Stock, $.10
par value (the "Preferred Stock").
I. Items 5(a) and 5(c) of the Schedule 13D, "Interest in
Securities of the Issuer," are amended by adding the
following to the end thereof:
"(a) On February 21, 1995, in connection with the
Tender Offer, the Reporting Persons tendered to the Company all
shares of Common Stock and Preferred Stock owned by them. On
March 2, 1995, the Company announced a final proration percentage
of 24.51%. As a result, Dickstein & Co., Dickstein Focus and
Dickstein International sold the following shares of Common Stock
in the Tender Offer:
Common Stock Preferred Stock
Dickstein & Co. 129,040 70,368
Dickstein Focus 17,722 3,383
Dickstein International 72,003 21,212
In addition, Dickstein International sold the following shares of
Common Stock (on a when distributed basis) in the open market:
Number Price
Date of Shares Per Share Commission Proceeds
2/22/95 1,000 $ 21.25 $ 85 $ 21,164
2/24/95 10,000 20.575 625 205,118
2/27/95 14,000 20.018 865 279,378
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On March 7, 1995, each of Dickstein & Co., Dickstein Focus and
Dickstein International surrendered all of its shares of
Preferred Stock for conversion into shares of Common Stock. Each
share of Preferred Stock is convertible into one share of Common
Stock. The following table sets forth the number of shares of
Preferred Stock surrendered for conversion into Common Stock by
each of the Reporting Persons.
Number of
Shares Surrendered
for Conversion
Dickstein & Co. 216,698
Dickstein Focus 10,417
Dickstein International 65,319
After giving effect to all of the foregoing, the Reporting
Persons beneficially own an aggregate of 941,134 shares of Common
Stock representing approximately 8.8% of the shares of Common
Stock outstanding. Dickstein & Co. owns 614,090 of such shares,
representing approximately 5.8% of the shares of Common Stock
outstanding. Dickstein Focus owns 64,995 of such shares,
representing approximately .6% of the shares of Common Stock
outstanding. Dickstein International owns 262,049 of such
shares, representing approximately 2.5% of the shares of Common
Stock outstanding. The foregoing percentages are based upon
10,651,285 shares of Common Stock estimated by the Reporting
Persons to be outstanding after giving effect to the consummation
of the Tender Offer and the conversion of the Reporting Persons'
Preferred Stock into shares of Common Stock. Upon the resolution
of all pre-petition claims pursuant to the Company's Plan of
Reorganization (see Item 3), the Reporting Persons will be
entitled to receive additional shares of Common Stock and
Preferred Stock pursuant to such Plan of Reorganization.
Mark Brodsky, a Vice President of Dickstein Inc., tendered
to the Company in the Tender Offer all shares of Common Stock
that he owned. Based on the final proration percentage, Mr.
Brodsky sold 245 shares of Common Stock in the Tender Offer and
continues to hold 755 shares, constituting less than 1% of the
outstanding shares of Common Stock.
(c) Except as described in Item 5(a) above, none of the
persons identified in Item 2 has effected any transactions in the
Common Stock during the past 60 days."
-9-
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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: March 7, 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
-10-
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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
-11-
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