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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 15, 1996
HILLS STORES COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 1-9505 31-1153510
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification
of incorporation) Number)
15 DAN ROAD, CANTON, MASSACHUSETTS 02021
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code 617-821-1000
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
Effective January 15, 1996, Hills Stores Company (the "Company"), as
guarantor and Fleet Bank of Massachusetts, N.A. as trustee (the "Trustee")
executed an indenture (the "Third Supplemental Indenture") supplemental to the
Indenture dated as of October 1, 1993, as amended by the first supplemental
indenture thereto dated as of January 1, 1995 and as further modified by the
second supplemental indenture thereto dated as of August 1, 1995 (as so amended,
the "Indenture"), governing the 10.25% Senior Notes due 2003 (the "Senior
Notes") of the Company.
The Third Supplemental Indenture increases the interest rate on the
Senior Notes to 10.75% from January 13, 1996 through March 31, 1997, to 11.25%
from April 1, 1997 to March 31, 1998 and thereafter by 1.00% on April 1 of each
succeeding year. The Third Supplemental Indenture also permits the Company to
postpone until July 8, 1998 the date by which the Company would be required, at
the option of holders of the Senior Notes, to redeem the Senior Notes as a
result of the change in control of the Company which occurred on July 5, 1995.
To elect to so defer the redemption date, the Company must pay, to persons who
then hold Senior Notes, a fee equal to 5.5% of the principal amount of such
Senior Notes. The Third Supplemental Indenture also eliminates the obligation of
the Company to offer to redeem the Senior Notes upon any future Change in
Control Event (as defined in the Indenture) if such Change in Control Event
results in an increase of at least $40 million in the capital of the Company and
at least 50% of the Company's net proceeds therefrom are used to repurchase or
redeem Senior Notes. In addition, the Third Supplemental Indenture modifies the
definition of "Consolidated Fixed Charge Coverage Ratio" in order to exclude,
for the purposes of determining the amount of indebtedness that the Company is
permitted to incur, the effect of approximately $36.1 million in non-recurring
costs relating to the Company's change in control in July 1995. Finally, the
Third Supplemental Indenture imposes further limitations upon the Company's
ability to make payments with respect to its capital stock.
The Indenture was filed as an Exhibit to the Form 8-A of the Company
filed on October 5, 1993. The First and Second Supplemental Indentures were
filed as exhibits to the Report on Form 10-Q of the Company for the quarter
ended July 29, 1995. The Third Supplemental Indenture was filed as an Exhibit to
the Form 8-K filed February 2, 1996.
The foregoing summary does not purport to be complete and is qualified in
its entirety by reference to Exhibits 4.1, 4.2, 4.3 and 4.4 hereto.
The sole reason for filing this Form 8-K/A is to correct a
typographical error in the Form 8-K filed on February 2, 1996, wherein the date
to which the Company may defer redemption of the Senior Notes was incorrectly
stated as July 8, 1988, rather than the correct date of July 8, 1998.
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Item 7. Exhibits
Exhibit
Number Title
------- -----
4.1(1) Indenture relating to the 10.25% Senior Notes due 2003 of
the Company.
4.2(2) First Supplemental Indenture dated as of January 1, 1995 to
the Senior Note Indenture.
4.3(2) Second Supplemental Indenture dated as of August 1, 1995 to
the Senior Note Indenture.
4.4(3) Third Supplemental Indenture dated as of January 15, 1996 to
the Senior Note Indenture.
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1. Incorporated by reference from the Form 8-A of the Company filed
on October 5, 1993.
2. Incorporated by reference from the Report on Form 10-Q of the
Company for the quarter ended July 29, 1995.
3. Incorporated by reference from the Form 8-K of the Company filed
on February 2, 1996.
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, on February 9, 1996.
HILLS STORES COMPANY
BY: /s/ William K. Friend
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Name: William K. Friend
Title: Vice President-Secretary and
Corporate Counsel
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EXHIBIT INDEX
Pursuant to Item 601 of Regulation S-K
Exhibit
Number Title
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4.1(1) Indenture relating to the 10.25% Senior Notes due 2003 of
the Company.
4.2(2) First Supplemental Indenture dated as of January 1, 1995 to
the Senior Note Indenture.
4.3(2) Second Supplemental Indenture dated as of August 1, 1995 to
the Senior Note Indenture.
4.4(3) Third Supplemental Indenture dated as of January 15, 1996 to
the Senior Note Indenture.
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1. Incorporated by reference from the Form 8-A of the Company filed
on October 5, 1993.
2. Incorporated by reference from the Report on Form 10-Q of the
Company for the quarter ended July 29, 1995.
3. Incorporated by reference from the Form 8-K of the Company filed
on February 2, 1996.
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