SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 21
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)
(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 17 pages
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Amendment No. 21 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, July 20, 1995 and March 21,
1996 (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. 21, 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 28, 1996, the Company filed a registration statement pursuant to
the Securities Act of 1933 covering 925,000 shares of Common Stock beneficially
owned by the Reporting Persons."
II. Item 6 of the Schedule 13D, "Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer," is amended by
adding the following:
"The Company and certain of the Reporting Persons have entered into a
Registration Rights Agreement, pursuant to which the Company agreed to register
shares of Common Stock owned by the Reporting Persons. A copy of the
Registration Rights Agreement is annexed as Exhibit 23 and incorporated herein
by reference."
II. Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," is amended
by adding the following Exhibit:
"Exhibit 23 -- Registration Rights Agreement, made as of May 14, 1996,
among Hills Stores Company, Dickstein & Co., L.P.,
Dickstein Focus Fund L.P. and Dickstein International
Limited"
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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 30, 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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Exhibit 23
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT is made and entered into as of this
14th day of May, 1996, by and among Hills Stores Company, a Delaware corporation
(the "Company"), and the investors listed on Schedule I hereto (the
"Investors").
WHEREAS, the Investors as a group beneficially own in excess of ten
percent (10%) of the Company's outstanding Common Stock, par value $.01 per
share (the "Common Stock") and desire to sell all or a lesser amount of the
shares of Common Stock held by the Investors pursuant to not more than three
registration statements to be filed by the Company with the Securities and
Exchange Commission.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the Company and the Investors hereby agree as
follows:
1. Definitions. As used in this Agreement, the following terms shall
have the following meanings:
(a) "1933 Act" shall mean the Securities Act of 1933, as amended.
(b) "1934 Act" shall mean the Securities Exchange Act of 1934, as
amended.
(c) "Holder" shall mean (1) any Investor and (2) any other person or
entity holding Registrable Securities to whom the registration
rights granted in this Agreement have been transferred pursuant
to Section 8 hereof.
(d) "Person" shall mean any natural person, corporation, business
trust, joint venture, association, company or partnership.
(e) "Register," "registered," and "registration" shall refer to a
registration effected by preparing and filing a registration
statement in compliance with the 1933 Act and the declaration or
ordering of effectiveness of such registration statement.
(f) "Registrable Securities" shall mean the Common Stock owned by the
Investors, as shown on Schedule
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I hereto, and any Common Stock of the Company issued as a
dividend or other distribution with respect to, or in exchange or
in replacement of, the foregoing.
2. Registration Procedures. The Company shall:
(a) (i) As soon as practicable and provided the Company is
eligible to do so, prepare and file with the Securities and
Exchange Commission (the "SEC") a registration statement on
Form S-3 or any comparable or successor form thereto for the
registration and sale of 925,000 shares of the Registrable
Securities by the Holders from time to time (the "Registration
Statement").
(ii) Upon demand, and in accordance with Section 9 hereof, prepare
and file with the SEC not more than two additional
registration statements (also, "Registration Statements") for
Registrable Securities.
(b) Use its best efforts, subject to receipt of necessary information
from the Holders, to cause each Registration Statement to become
effective as soon as practicable after it has been filed with the
SEC.
(c) Subject to receipt of necessary information from the Holders,
prepare and file with the SEC with all reasonable speed under the
circumstances such amendments and supplements to each
Registration Statement and the prospectus used in connection
therewith and such reports as may be required to be filed
pursuant to the 1934 Act to keep the Registration Statement
effective until the earlier of (i) the time all the Registrable
Securities have been sold pursuant thereto or otherwise; or (ii)
two years from the date on which the Registration Statement
becomes effective, subject to extension pursuant to the last
sentence of Section 3.
(d) (i) Furnish to the Holders such numbers of copies of a
prospectus and, if applicable, a prospectus supplement or
supplements, in conformity with the requirements of the 1933
Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable
Securities owned by them.
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(ii) Furnish to the New York Stock Exchange such number of copies
of the prospectus and, if applicable, the prospectus
supplement(s), as it may require for posting or other
availability in its reference library.
(e) Use its best efforts to register and qualify the securities
covered by each Registration Statement under such other
securities or Blue Sky laws of such jurisdictions as shall be
reasonably appropriate for the distribution of the Registrable
Securities covered by the Registration Statement, provided that
the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general
consent to service of process in any such states or
jurisdictions, and further provided that (anything in this
Agreement to the contrary notwithstanding with respect to the
bearing of expenses) if any jurisdiction in which the securities
shall be qualified shall require that expenses incurred in
connection with the qualification of the securities in that
jurisdiction be borne by selling Holders, then such expenses
shall be payable by selling Holders in proportion to the amount
of particular Registrable Securities being sold by each such
selling Holder and included in such registration, to the extent
required by such jurisdiction.
(f) Notify each Holder of Registrable Securities covered by each
Registration Statement, at any time when a prospectus relating
thereto covered by the Registration Statement is required to be
delivered under the 1933 Act, of the happening of any event as a
result of which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing and
promptly file such amendments and supplements (or periodic or
current reports pursuant to Section 13 or 15(d) of the 1934 Act)
which may be required pursuant to subparagraph (c) of this
Section 2 on account of such event and, if applicable, use its
best efforts to cause each such amendment and supplement to
become effective.
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3. Transfer of Shares After Registration. Each Holder agrees that it
will not effect any disposition of the Registrable Securities that would
constitute a sale within the meaning of the 1933 Act except in compliance with
the 1933 Act. In addition, each Holder hereby severally covenants with the
Company not to make any sale of any Registrable Securities included in a
Registration Statement without effectively causing the prospectus delivery
requirement under the 1933 Act to be satisfied and to promptly advise the
Company of any changes in the information concerning the Holder contained in
such a Registration Statement. Each Holder acknowledges that occasionally there
may be times when the Company must suspend the use of the prospectus forming a
part of the Registration Statement until such time as an amendment to the
Registration Statement has been filed by the Company and declared effective by
the SEC, or until such time as the Company has filed an appropriate periodic or
current report with the SEC pursuant to the 1934 Act. Each Holder hereby
covenants that it will not offer or sell any Registrable Securities pursuant to
any prospectus during the period commencing at the time at which the Company
gives the Holder notice of the suspension of the use of said prospectus and
ending at the time the Company gives the Holder notice that the Holder may
thereafter effect sales pursuant to said prospectus. In the event that any such
period (a "Blackout Period") extends for more than 90 days, the Company shall
extend the two-year period of time referred to in Section 2(c)(ii) during which
the Registration Statement shall remain effective by the number of days in such
Blackout Period.
4. Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement that
the Holders shall furnish to the Company such information regarding them, the
Registrable Securities held by them, and the intended method of disposition of
such securities as the Company shall reasonably request and as shall be required
in connection with the action to be taken by the Company.
5. Registration Expenses. All expenses (excluding underwriting
discounts and selling commissions and fees and expenses of any legal counsel for
the selling Holders) incurred in connection with each registration pursuant to
Section 2, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel and independent public
accountants for the Company, fees and expenses (including counsel fees) incurred
in connection with complying with state securities or Blue Sky laws, fees of the
National Association of Securities Dealers, Inc., transfer taxes, fees of
transfer agents and registrars, costs of insurance and fees and any additional
registration and qualification fees shall be borne by the Company. All
underwriting discounts and selling commissions applicable to the sale of
particular Registrable Securities shall be borne by the Holders selling such
securities.
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6. Delay of Registration. No Holder shall have any right to take any
action to restrain, enjoin, or otherwise delay any registration as the result of
any controversy that might arise with respect to the interpretation or
implementation of this Agreement.
7. Indemnification. In the event any Registrable Securities are
included in a registration statement under this Agreement:
(a) To the extent permitted by law, the Company will indemnify and
hold harmless each Holder (including its officers, directors,
affiliates and partners) joining in a registration, any
underwriter (as defined in the 1933 Act) for it or him, and each
person, if any, who controls such Holder, or such underwriter
within the meaning of the 1933 Act, against any losses, claims,
damages or liabilities, joint or several, to which they may
become subject under the 1933 Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based on any untrue or alleged
untrue statement of any material fact contained in such
registration statement, including, without limitation, any
preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, or arise out of or are
based upon the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make
the statements therein not misleading, or arise out of any
violation by the Company of any rule or regulation promulgated
under the 1933 Act applicable to the Company and relating to
action or inaction required of the Company in connection with any
such registration; and will reimburse each such Holder (including
such officers, directors, affiliates and partners), such
underwriter, or controlling person for any legal or other
expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage,
liability, or action, provided, however, that the indemnity
agreement contained in this Section 7(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably
withheld or delayed) nor shall the Company be liable in any such
case for any such loss, claim, damage, liability or action to the
extent that it arises out of or is based
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upon an untrue statement or alleged untrue statement or omission
or alleged omission made in connection with such registration
statement, preliminary prospectus, final prospectus, or
amendments or supplements thereto, in reliance upon and in
conformity with written information furnished expressly for use
in connection with such registration by any such Holder
(including such officers, directors, affiliates and partners),
underwriter or controlling person.
(b) To the extent permitted by law, each Holder joining in a
registration will indemnify and hold harmless the Company, each
of its directors, each of its officers who has signed the
registration statement, each Person, if any, who controls the
Company within the meaning of the 1933 Act, and any underwriter
for the Company (within the meaning of the 1933 Act) against any
losses, claims, damages or liabilities to which the Company or
any such director, officer, controlling person or underwriter may
become subject, under the 1933 Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect
thereto) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in such
registration statement, including any preliminary prospectus or
final prospectus contained therein or any amendments or
supplements thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in such
registration statement, preliminary prospectus or final
prospectus, or amendments or supplements thereto, in reliance
upon and in conformity with written information furnished by such
Holder expressly for use in connection with such registration;
and will reimburse the Company or any such director, officer,
controlling Person or underwriter for any legal or other expenses
reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this
Section 7(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement
is effected without the consent of such Holder (which consent
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shall not be unreasonably withheld or delayed) and provided
further that no Holder shall have any liability under this
Section 7(b) in excess of the net proceeds actually received by
it or him in the relevant public offering.
(c) Promptly after receipt by an indemnified party under this Section
7 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against
any indemnifying party under this Section 7, notify the
indemnifying party in writing of the commencement thereof and the
indemnifying party shall have the right to participate in, and,
to the extent the indemnifying party so desires, jointly with any
other indemnifying party similarly noticed, to assume the defense
thereof with counsel satisfactory to the indemnified party and
shall pay as incurred the fees and disbursements of such counsel
related to the action; provided that, (i) the indemnifying party
and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and the indemnified
party shall have reasonably concluded that there may be legal
defenses available to it and or other indemnified parties which
are different from or additional to those available to the
indemnifying party or that representation of both parties by the
same counsel would be inappropriate due to actual or potential
differing interests between them, the indemnified party shall be
permitted to retain (at the indemnifying party's expense if such
expense is otherwise required to be assumed by it under this
Section 7) counsel of its choice with respect to such action. In
no event shall the indemnifying party be liable for the fees and
expenses of more than one counsel, separate from its own counsel,
for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction
arising out of the same allegations or circumstances. The failure
to notify an indemnifying party promptly of the commencement of
any such action, to the extent prejudicial to his ability to
defend such action, shall relieve such indemnifying party of any
liability to the indemnified party under this Section 7, but the
omission so to notify the
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indemnifying party will not relieve such indemnifying party of
any liability to any indemnified party otherwise than under this
Section 7.
(d) If the indemnification provided for in this Section 7 is
unavailable to or insufficient to hold harmless a party that
would have been an indemnified party under such Section in
respect of any losses, claims, damages or liabilities (or actions
or proceedings in respect thereof) referred to therein, then each
party that would have been an indemnifying party thereunder
shall, in lieu of indemnifying such indemnified party and to the
extent permitted by law, contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions or proceedings in respect
thereof) in such proportion as is appropriate to reflect the
relative fault of such indemnifying party on the one hand and
such indemnified party on the other in connection with the
statements or omissions which resulted in such losses, claims,
damages or liabilities (or actions or proceedings in respect
thereof). The relative fault shall be determined by reference to,
among other things, whether the violation of law related to
information supplied by such indemnifying party or such
indemnified party and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
violation of law. The parties agree that it would not be just and
equitable if contribution pursuant to this Section 7(d) were
determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable
considerations referred to in the preceding sentence. The amount
paid or payable by a contributing party as a result of the
losses, claims, damages or liabilities (or actions or proceedings
in respect thereof) referred to above in this Section 7(d) shall
include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigation or defending
any such action or claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The
liability of any Holder of Registrable Securities in respect of
any contribution obligation of such Holder (after
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deduction of all underwriters' discounts and commissions and all
other expenses paid by such Holder in connection with the
registration in question) arising under this Section 7(d) shall
not in any event exceed an amount equal to the net proceeds to
such Holder from the disposition of the Registrable Securities
disposed of by such Holder pursuant to such registration.
8. Transfer of Registration Rights. The registration rights of any
Holder (and of any permitted transferee thereof or its permitted transferees)
under this Agreement with respect to any shares of Registrable Securities may be
transferred to any transferee who acquires (otherwise than in a registered
public offering or pursuant to Rule 144 promulgated under the 1933 Act) such
shares of Registrable Securities, provided, however, that the transferee
acquires not less than 50,000 shares of Registrable Securities and provided,
further, that the Company is given written notice by the Holder at the time of
such transfer stating the name and address of the transferee and identifying the
securities with respect to which the rights under this Agreement are being
assigned. Notwithstanding the foregoing, the Company shall not be obligated to
prepare and file more than three Registration Statements, as provided in Section
2 hereof.
9. Upon demand on or before May 13, 1999 by a Holder or Holders of not
less than 50,000 shares of Registrable Securities for the registration of at
least 50,000 shares of Registrable Securities, the Company agrees to prepare and
file a second registration statement, or a third registration statement if the
second one has been theretofore filed, in addition to the Registration Statement
referred to in Section 2(a)(i) hereof, as soon as reasonably practicable after
the availability of its appropriate audited financial statements and notice to
and opportunity of other Holders, if any, to have their Registrable Securities
included in such registration. All the terms and provisions hereof referring to
a "Registration Statement" other than Section 2(a)(i) shall apply to each of
such additional registration statements.
If such demand is made for the additional registration statement, the
Company will give written notice thereof to all other Holder(s) of outstanding
Registrable Securities at least 15 days before the filing with the SEC of such
Registration Statement, which notice shall set forth the intended method of
disposition of the securities proposed to be registered by the Holder(s) making
the demand. The notice shall offer to include in such filing the amount of
Registrable Securities as such other Holder(s) may request. Each Holder of any
such Registrable Securities desiring to have Registrable Securities registered
under this subsection shall (i) advise the Company in writing
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within 10 days after the date of receipt of such offer from the Company, setting
forth the amount of Registrable Securities for which registration is requested
and (ii) deliver to the Company a letter from counsel to such holder to the
effect that registration under the Securities Act is or may be required for the
sale of Registrable Securities.
10. Mergers, Etc. The Company shall not, directly or indirectly, enter
into any merger, consolidation or reorganization in which the Company shall not
be the surviving corporation unless the proposed surviving corporation shall,
prior to such merger, consolidation or reorganization, agree in writing to
assume the obligations of the Company under this Agreement, and for that purpose
references hereunder to "Registrable Securities" shall be deemed to be
references to the securities which the Holders would be entitled to receive in
exchange for Registrable Securities under any such merger, consolidation or
reorganization; provided, however, that the provisions of this Agreement shall
not apply in the event of any merger, consolidation or reorganization in which
the Company is not the surviving corporation if the Holders of Registrable
Securities are entitled to receive in exchange therefor (i) cash, or (ii)
securities of the acquiring corporation which may be immediately sold to the
public without registration under the 1933 Act.
11. Miscellaneous.
(a) This Agreement states the entire agreement of the parties
concerning the subject matter hereof, and supersedes all prior
agreements, written or oral, between or among them concerning
such subject matter.
(b) This Agreement may be amended and compliance with any provision
of this Agreement may be omitted or waived only by the written
agreement of (i) the Company and (ii) the Holders of at least 80%
of the Registrable Securities.
(c) This Agreement shall be governed by, and construed and enforced
in accordance with, the substantive laws of The Commonwealth of
Massachusetts without regard to its principles of conflicts of
laws. Each of the parties hereto agrees that any suit for the
enforcement of this Agreement may be brought in the courts of The
Commonwealth of Massachusetts or any Federal Court sitting
therein and consents to the nonexclusive jurisdiction of such
court and to service of process in any such
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suit be made upon such party by mail, the address provided in
accordance with Section 10(d). Each party hereby waives any
objection that it may now or hereafter have to venue of any such
suit or any such court or that such suit was brought in an
inconvenient court.
(d) All notices, requests, consents and other communications
hereunder shall be in writing and shall be delivered by hand or
mailed by certified or registered mail, return receipt requested,
postage prepaid, or by telecopier addressed as follows:
if to the Company: Hills Stores Company
15 Dan Road
Canton, MA 02021
Attention: Vice President-Secretary
Telecopier: (617) 821-6966
if to any Investor at the address set forth on Schedule I;
if to any subsequent Holder to it at such address as may have
been furnished to the Company in writing by such Holder;
or, in any case, at such other address or addresses as shall have
been furnished in writing to the Company (in the case of a Holder
of Registrable Securities) or to the Holders of Registrable
Securities (in the case of the Company) in accordance with the
provisions of this paragraph.
(e) This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
(f) If any provision of this Agreement shall be held to be illegal,
invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall
not in any manner affect or render illegal, invalid or
unenforceable any other provision of this Agreement, and this
Agreement shall be carried out as if any such illegal, invalid or
unenforceable provision were not contained herein.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as an agreement under seal, as of the day and year first above
written.
THE COMPANY:
HILLS STORES COMPANY
[SEAL]
By: /s/ Gregory K. Raven
Its President and Chief
Executive Officer
THE INVESTORS:
DICKSTEIN & CO., L.P.
By: Dickstein Partners L.P.
By: Dickstein Partners Inc.
By: /s/ Alan S. Cooper
Its Vice President
DICKSTEIN FOCUS FUND L.P.
By: Dickstein Partners L.P.
By: Dickstein Partners Inc.
By: /s/ Alan S. Cooper
Its Vice President
DICKSTEIN INTERNATIONAL LIMITED
By: Dickstein Partners Inc.,
its agent
[SEAL]
By: /s/ Alan S. Cooper
Its Vice President
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SCHEDULE I
LIST OF INVESTORS
Investors Number of Registrable Securities
Dickstein & Co., L.P. 758,456
9 West 57th Street
Suite 4630
New York, NY 10019
Telecopier: 212-754-5825
Dickstein Focus Fund L.P. 86,095
9 West 57th Street
Suite 4630
New York, NY 10019
Telecopier: 212-754-5825
Dickstein International Limited 364,619
129 Front Street
Hamilton HM12 Bermuda
