SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 24 (Final)
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, & 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)
January 7, 1997
(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 12 pages
<PAGE>
SCHEDULE 13D
CUSIP No. 431692102 Page 2 of 12 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 225,470 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 225,470 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,470 (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)
2.2% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 431692102 Page 3 of 12 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 0 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 0 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (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)
0% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 431692102 Page 4 of 12 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 225,470 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 225,470 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,470 (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)
2.2% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 431692102 Page 5 of 12 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
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 225,470 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 225,470 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,470 (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)
2.2% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 431692102 Page 6 of 12 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 225,470 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 1,333
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 225,470 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
226,803 (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)
2.2% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
<PAGE>
Amendment No. 24 (Final) 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, March 21, 1996,
May 30, 1996, June 14, 1996 and September 16, 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. 24, the Schedule 13D speaks as of its date. Capitalized terms used
without definition have the meanings ascribed to them in the Schedule 13D.
I. Items 5(a), 5(c) and 5(e) 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 226,803 shares
of Common Stock (including 1,333 shares (the "Option Shares") which Mr.
Dickstein has the right to acquire on the exercise of options) representing
approximately 2.2% of the shares of Common Stock outstanding. Dickstein & Co.
owns all of such shares, other than the Option Shares. The foregoing percentages
are based upon
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<PAGE>
10,231,184 shares of Common Stock outstanding as of November 30, 1996 as set
forth in the Company's Form 10-Q for the quarter ended November 2, 1996. 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 1,000 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.
Alan S. Cooper, a Vice President of Dickstein Inc., has the right to
acquire 1,333 shares of Common Stock upon the exercise of options.
(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."
(e) The Reporting Persons ceased to be the beneficial owner of more
than 5% of the Common Stock on January 7, 1997. Accordingly, the Reporting
Persons no longer have a reporting obligation under Section 13(d) of the
Exchange Act with respect to the Common Stock, and the Reporting Persons intend
not to further amend their report on Schedule 13D to reflect changes in the
facts set forth herein which may occur after the date hereof."
-8-
<PAGE>
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: January 8, 1997
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 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
-9-
<PAGE>
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
--------------------
Name: Alan Cooper
/s/ Mark Dickstein
--------------------
Name: Mark Dickstein
-10-
<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
- ---- ---- ----- ---------- --------
1/6/97 3,700 4.1180 237.51 14,999.09
1/7/97 300,000 3.0000 18,045.00 881,955.00
<PAGE>
TRANSACTIONS IN COMMON
STOCK OF
HILLS STORES COMPANY
Shares Sold by Dickstein International Ltd.
Number of
Shares Price Per Total
Date Sold Share Commission Proceeds
- ---- ---- ----- ---------- --------
1/7/97 40,000 3.4375 2,419.58 135,080.42
1/8/97 40,000 3.134 2,415.00 122,945.00
-12-
