<PAGE> 1
As filed with the Securities and Exchange Commission on June 13, 1996
REGISTRATION NO. 333-04627
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HILLS STORES COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 31-1153510
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
15 DAN ROAD
CANTON, MASSACHUSETTS 02021
(617) 821-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------------
WILLIAM K. FRIEND, ESQ.
VICE PRESIDENT-SECRETARY AND CORPORATE COUNSEL
HILLS STORES COMPANY
15 DAN ROAD
CANTON, MASSACHUSETTS 02021
(617) 821-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective, as determined by
market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. /X/
Form S-3 filed May 28, 1996 Registration No. 333-04627
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
THE REGISTRANT HEREBY AMENDS THE REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits: Item 16 is amended by adding Exhibit 5.1, the opinion of
Foley, Hoag & Eliot LLP.
II-I
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EXHIBIT INDEX
EXHIBITS: PAGE
- --------- ----
5.1 Opinion of Foley Hoag & Eliot LLP II-V
II-II
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE TOWN OF CANTON, MASSACHUSETTS, ON JUNE 11, 1996.
HILLS STORES COMPANY
By: /s/ William K. Friend
---------------------------
William K. Friend
Vice President-Secretary
and Corporate Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the June 11, 1996
- -------------------------- Board of Directors
Chaim Y. Edelstein
* Director, President and June 11, 1996
- -------------------------- Chief Executive Officer
Gregory K. Raven (Principal Executive Officer)
* Director June 11, 1996
- --------------------------
Stanton Bluestone
II-III
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* Director June 11, 1996
- ----------------------------
John W. Burden, III
* Director June 11, 1996
- ----------------------------
Alan Cooper
* Director June 11, 1996
- ----------------------------
Mark Dickstein
* Director June 11, 1996
- ----------------------------
Samuel L. Katz
* Vice President - Controller
- ---------------------------- (Principal Accounting Officer) June 11, 1996
Kim D. Ahlholm
* Executive Vice President -
- ---------------------------- Chief Financial Officer June 11, 1996
C. Scott Litten (Principal Financial Officer)
*By: /s/ William K. Friend
-------------------------
William K. Friend
Attorney-in-fact
II-IV
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FOLEY, HOAG & ELIOT LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109-2170
TELEPHONE: (617) 832-1000 IN WASHINGTON, D.C.
CABLE ADDRESS "FOLEYHOAG" 1615 L STREET, N. W.
FACSIMILE (617) 832-7000 SUITE 850
WASHINGTON, D.C. 20036
TELEX 940693 TELEPHONE (202) 775-0600
http://www.fhe.com
Exhibit 5.1
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June 7, 1996
Hills Stores Company
15 Dan Road
Canton, Massachusetts 02021
Gentlemen:
We are familiar with the Registration Statement on Form S-3, File No.
333-04627 (the "Registration Statement"), filed on May 28, 1996 with the
Securities and Exchange Commission by Hills Stores Company, a Delaware
corporation (the "Company"). The Registration Statement relates to the proposed
public offering by certain stockholders of the Company of an aggregate of
925,000 shares of the Company's common stock, $.01 par value per share (the
"Common Stock"), of which all such shares are issued and outstanding.
We are familiar with the Company's Certificate of Incorporation, as
amended, its By-Laws, as amended, the records of all meetings and consents of
its Board of Directors and of its stockholders, and its stock records. We have
examined such other records and documents as we deemed necessary or appropriate
for purposes of rendering this opinion. In addition, we have examined and relied
on the originals or copies certified or otherwise identified to our satisfaction
of all such corporate records of the Company and such other instruments and
other certificates of public officials, officers and representatives of the
Company and such other persons, and we have made such investigations of law, as
we have deemed appropriate as a basis for the opinions expressed below.
Based upon the foregoing, we are of the opinion that the 925,000 shares
of Common Stock to be offered and sold pursuant to the Registration Statement
have been legally issued and are fully paid and non-assessable.
We hereby consent to the filing of this opinion as part of the S-3
Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By: /s/ Dean F. Hanley
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A Partner
II-V
