SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 20
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 19, 1996
(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 13 pages
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SCHEDULE 13D
CUSIP No. 431692102 Page 2 of 13 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 758,456 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH
758,456 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
758,456 (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)
7.7% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. 431692102 Page 3 of 13 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 86,095 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH
86,095 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,095 (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
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SCHEDULE 13D
CUSIP No. 431692102 Page 4 of 13 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 364,619 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH
364,619 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
364,619 (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)
3.7% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 431692102 Page 5 of 13 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 844,551 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH
844,551 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
844,551 (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)
8.5% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 431692102 Page 6 of 13 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 1,209,170 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH
1,209,170 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,209,170 (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>
SCHEDULE 13D
CUSIP No. 431692102 Page 7 of 13 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 1,209,170 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH
1,209,170 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,209,170 (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
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<PAGE>
Amendment No. 20 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, May 12, 1995, May 17, 1995, May 24,
1995, June 6, 1995, June 13, 1995, June 15, 1995 and July 20, 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. 20, 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 2 of the Schedule 13D, "Identity and Background," is hereby amended as
follows:
"Schedule I to the Schedule 13D is hereby replaced in its
entirety by the Schedule I annexed hereto."
II. Item 4 of the Schedule 13D, "Purpose of the Transaction," is amended by
adding the following:
"In June 1995, Dickstein Inc. successfully conducted a proxy contest for
election of its nominees to the Board of Directors of the Company. Mark
Dickstein, the President of Dickstein Inc., and Alan Cooper, a Vice President of
Dickstein Inc., currently serve on the board of directors of the Company. The
Company has agreed to file a registration statement pursuant to the Securities
Act of 1933 covering the Common Stock owned by the Reporting Persons."
III. Item 5(a) and 5(c) of the Schedule 13D, "Interest in Securities of the
Issuer," are amended and restated in their entirety by the following:
"(a) The Reporting Persons beneficially own an aggregate of 1,209,170 shares
of Common Stock representing approximately 12.2% of the shares of Common Stock
outstanding. Dickstein & Co. owns 758,456 of such shares, representing
approximately 7.7% of the shares of Common Stock outstanding. Dickstein Focus
owns 86,095 of such shares, representing approximately .9% of the shares of
Common Stock outstanding. Dickstein International owns 364,619 of such shares,
representing approximately 3.7% of the shares of Common Stock outstanding. The
foregoing percentages are based upon 9,913,202 shares of Common Stock
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outstanding as of January 31, 1996 as reported to the Reporting Persons by the
Company's General Counsel. Upon the resolution of all pre-petiton claims
pursuant to the Company's Plan of Reorganization (see Item 3), the Reporting
Persons may be entitled to receive additional shares of Common Stock and
Preferred Stock pursuant to such Plan of Reorganization.
Mark Kaufman, a Vice President of Dickstein Inc., owns 2,000 shares of
Common Stock, constituting less than 1% of the outstanding shares of Common
Stock. Mr. Kaufman possesses sole voting and dispositive power with respect to
the shares of Common Stock beneficially owned by him.
(c) Except as set forth on Schedule II hereto, none of the persons
identified in Item 2 has effected any transactions in the Common Stock during
the past 60 days."
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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 21, 1996
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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<PAGE>
SCHEDULE 1
EXECUTIVE OFFICERS AND DIRECTORS
The name and present principal occupation or employment of
each of the executive officers and directors of Dickstein Inc. are set forth
below. The principal business address of each of the sole director and the
officers of Dickstein Inc. named below is c/o Dickstein Partners, Inc., 9 West
57th St., New York, New York 10019.
Dickstein Partners Inc.
Name and Present Principal
Positions Held Occupation or Employment
Mark Dickstein President and Sole Director of Dickstein Inc.
President and
Sole Director
Alan S. Cooper Vice President and General Counsel of
Vice President Dickstein Inc.
and General
Counsel
Steven Cornick Vice President of Dickstein Inc.
Vice President
Edward Farr Vice President of Dickstein Inc.
Vice President
Mark Kaufman Vice President of Dickstein Inc.
Vice President
Arthur Wrubel Vice President of Dickstein Inc.
Vice President
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<PAGE>
Schedule II
TRANSACTIONS IN COMMON
STOCK OF
HILLS STORES COMPANY
Shares Sold by Dickstein & Co., L.P.
Number of
Shares Price Per Total
Date Sold Share Commission Proceeds
3/15/96 82,000 11.500 4,966.44 938,033.56
3/19/96 56,600 12.500 3,444.58 704,055.42
Shares Sold by Dickstein Focus Fund, L.P.
Number of
Shares Price Per Total
Date Sold Share Commission Proceeds
3/15/96 15,000 11.500 920.75 171,579.25
3/19/96 9,400 12.500 592.92 116,907.08
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