UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. __________)*
Hills Stores Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
431659 10 2
(CUSIP Number)
Check the following box if a fee is being paid with this statement o. (A fee is
not required only if the filing 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 of or less of such
class.) (See Rule 13-d-7).
*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 the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities and 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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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas H. Lee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
950
NUMBER OF
SHARES
BENEFICIALL
Y OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
799,293
7 SOLE DISPOSITIVE POWER
950
8 SHARED DISPOSITIVE POWER
799,293
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,243
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
X
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1%
12 TYPE OF REPORTING PERSON
PN
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Item 1(a) Name of Issuer
Hills Stores Company
Item 1(b) Address of Issuer's principal executive offices
15 Dan Road, Canton, MA 02021-9128
Item 2(a) Name of person filing
ML-Lee Acquisition Fund II, L.P. ("Fund II"), ML-Lee Acquisition Fund
(Retirement Accounts) II, L.P. (the "Retirement Fund"), Thomas H. Lee Advisors
II, L.P. ("Advisors II") and T.H. Lee Mezzanine II ("Mezzanine II"), each of
whom may be deemed to be beneficial owners, for purposes of this Schedule 13G,
of the securities owned directly by Fund II and the Retirement Fund; and Thomas
H. Lee.
Item 2(b) Address of principal business office or, if none, residence
Fund II: World Financial Center, South Tower,
New York, NY 10080
Retirement Fund: World Financial Center, South Tower,
New York, NY 10080
Advisors II: 75 State Street, Boston, MA 02109
Mezzanine II: 75 State Street, Boston, MA 02109
Thomas H. Lee: 75 State Street, Boston, MA 02109
Item 2(c) Citizenship
Fund II: Delaware
Retirement Fund: Delaware
Advisors II: Delaware
Mezzanine II: Delaware
Thomas H. Lee: United States
Item 2(d) Title of class of securities
Common Stock
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Item 2(e) CUSIP Number
431659 10 2
Item 3 If Statement filed pursuant to Rule 13d-1(b) or 13d-2(b),
check whether the
person filing is a
(a) |_| Broker or Dealer
(b) |_| Bank
(c) |_| Insurance Company
(d) |_| Investment Company
(e) |_| Investment Advisor
(f) |_| Employee Benefit Plan, Pension Fund or Endowment Fund
(g) |_| Parent Holding Company
(h) |_| Group
Item 4 Ownership
(a) Amounts beneficially owned
As of December 31, 1995, Fund II directly owned 521,048 shares of the Issuer's
Common Stock and the Retirement Fund directly owned 278,245 shares of the
Issuer's Common Stock. Due to their existing relationships and arrangements,
each of Fund II, the Retirement Fund, Advisors II, the Investment Advisor of
each of Fund II and the Retirement Fund, and Mezzanine II, a general partner of
Advisors II, could be deemed to be beneficial owners, for purposes of this
Schedule 13G, of the shares of Common Stock held by Fund II and the Retirement
Fund, which in the aggregate is 799,293 shares of Common Stock.
As of December 31, 1995, Mr. Lee beneficially owned 950 shares of the Issuer's
Common Stock. The State Street Bank and Trust Company of Connecticut, National
Association, not personally, but solely as Trustee under a Trust Agreement,
dated as of September 29, 1989, as amended, and known as the 1989 Thomas H. Lee
Nominee Trust (the "1989 Thomas H. Lee Nominee Trust") is the record holder of
shares listed above as being beneficially owned by Thomas H. Lee. The 1989
Thomas H. Lee Nominee Trust is controlled by its sole beneficiary, Mr. Lee.
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In addition, Mr. Lee may be deemed to beneficially own (i) 521,048 shares of
Common Stock as a result of the relationship between Mr. Lee and the Fund II;
and (ii) 278,245 shares of Common Stock as a result of the relationship between
Mr. Lee and the Retirement Fund. Mr. Lee is a general partner of and controls
the investment advisors to the Fund II and the Retirement Fund. Mr. Lee
disclaims such beneficial ownership.
(b) Percent of class
Each of Fund II, the Retirement Fund, Advisors II and Mezzanine II could be
deemed to be beneficial owners, for purposes of this Schedule 13G, of the
799,293 shares of Common Stock held by Fund II and the Retirement Fund;
beneficial ownership of such shares would constitute beneficial ownership of
approximately 8.1% of the Issuer's Common Stock.
Mr. Lee beneficially owns 0.0% of the Issuer's Common Stock. In addition, Mr.
Lee could be deemed to be a beneficial owner, for purposes of this Schedule 13G,
of the 799,293 shares of Common Stock held by Fund II and the Retirement Fund;
beneficial ownership of such shares would constitute beneficial ownership of
approximately 8.1% of the Issuer's Common Stock.
(c) Number of shares as to which such person has
The power to vote or to dispose of, or to direct the voting or disposal of, the
799,293 shares of the Issuer's Common Stock held by Fund II and the Retirement
Fund is vested in Advisors II (the Investment Advisor of each of Fund II and the
Retirement Fund) and Mezzanine II (a general partner of Advisors II).
Accordingly, for purposes of this Schedule 13G, Fund II, the Retirement Fund,
Advisors II and Mezzanine II may each be deemed to share the power to vote or to
direct the voting of and may be deemed to share the power to dispose or to
direct the disposition of the securities covered by this Statement and therefore
each may be deemed to be a beneficial owner with respect to such securities.
Fund II and the Retirement Fund each disclaim beneficial ownership of any shares
not directly owned by them, respectively, and Advisors II and Mezzanine II each
disclaim beneficial ownership of all such shares.
Mr. Lee has the sole power to vote or to direct the vote of 950 shares and the
sole power to dispose or to direct the disposition of 950. As a result of
existing relationship with Fund II and the Retirement Fund, Mr. Lee may be
deemed to share the power to vote of and may be deemed to share the power to
dispose or to direct the disposition or to direct the disposition of the
securities covered by this statement and therefore may be deemed to be a
beneficial owner with respect to such securities. Mr. Lee disclaims beneficial
ownership of all shares directly owned by the Fund, Fund II and the Retirement
Fund.
Item 5 Ownership of 5% or Less of a Class
Not applicable
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Item 6 Ownership of more than 5% on behalf of another person
Not applicable
Item 7 Identification and classification of the subsidiary which
acquired the security being reported on by the Parent
Holding Company
Not applicable
Item 8 Identification and classification of members of the Group
Not applicable
Item 9 Notice of Dissolution of Group
Not applicable
Item 10 Certification
Not applicable
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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: February 14, 1996 Thomas H. Lee
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