<PAGE>
HILLS STORES COMPANY
15 Dan Road, Canton, Massachusetts 02021-9128
(781)821-1000
September 15, 1997
BY ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: HILLS STORES COMPANY
REGISTRATION OF 250,000 SHARES OF COMMON STOCK ON FORM S-8
Ladies and Gentlemen:
On behalf of Hills Stores Company (the "Company"), transmitted herewith
for filing under the Securities Act of 1933, as amended, is the Company's
Registration Statement on Form S-8, including exhibits (the "Registration
Statement").
The Registration Statement covers 250,000 additional shares of common
stock, par value $.01 per share, being offered by the Company pursuant to the
Hills Stores Company 1993 Incentive and Nonqualified Stock Option Plan.
A wire transfer in the amount of $288.83 was previously transmitted in
payment of the registration fee.
If you have any questions concerning the accompanying materials or
require any further information, please call the undersigned or William K.
Friend at (781) 821-1000.
Very truly yours,
/s/ Toby B. Richard
----------------------------
Toby B. Richard
Assistant Corporate Counsel
TBR:wd
Enclosures
cc: William K. Friend, Esq.
Dean F. Hanley, Esq.
<PAGE>
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Hills Stores Company
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 31-1153510
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15 Dan Road, Canton, Massachusetts 02021
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Hills Stores Company
1993 Incentive and Nonqualified Stock Option Plan, as amended
(Full title of the plan)
William K. Friend
Vice President-Secretary and Corporate Counsel
Hills Stores Company
15 Dan Road
Canton, Massachusetts 02021
(781)821-1000
- --------------------------------------------------------------------------------
(Name and address, including zip code and
telephone number, including area code, of agent for service)
WITH A COPY TO:
Barry B. White, Esquire
Dean F. Hanley, Esquire
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109
(617)832-1000
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share (1) Price Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 250,000 $3.8125 $953,125.00 $288.83
(par value $0.01 per share) shares
- --------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(c) and (h) based on the average of the high
and low prices of the Common Stock as reported on the New York Stock
Exchange on September 11, 1997.
<PAGE>
INCORPORATION BY REFERENCE
This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on Form S-8
relating to an employee benefit plan is effective. Accordingly, pursuant to
General Instruction E of Form S-8, the contents of the Registrant's Form S-8
Registration Statement, File No. 33-56321, are incorporated by reference herein,
except as otherwise provided herein with respect to Item 8 of Part II of Form
S-8. This Registration Statement relates to 250,000 additional shares of the
Registrant's Common Stock, par value $0.01 per share, issuable upon exercise of
stock options to be granted under the Hills Stores Company 1993 Incentive and
Nonqualified Stock Option Plan, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
3.1(1) Amended and Restated Certificate of Incorporation of the
Company, as amended.
3.2(2) Amended and Restated By-Laws of the Company.
4.1(3) Hills Stores Company 1993 Incentive and Nonqualified Stock
Option Plan, as amended.
5.1 Opinion of Foley, Hoag & Eliot LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1).
24.1 Power of Attorney (contained on the signature page).
- ---------------
1. Incorporated by reference from the Annual Report on Form 10-K of
the Company for the fiscal year ended January 28, 1995.
2. Incorporated by reference from the Report on Form 8-K of the
Company dated January 18, 1996.
3. Incorporated by reference from the definitive proxy materials
of the Company dated May 5, 1997.
II-1
<PAGE>
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-8 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 this 15th day of September,
1997.
HILLS STORES COMPANY
By /s/ William K. Friend
------------------------------
William K. Friend
Vice President-Secretary
and Corporate Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Gregory K. Raven, C. Scott Litten and
William K. Friend and each of them, the true and lawful attorneys-in-fact and
agents with full power of substitution, for and in the name, place and stead of
such individual, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection there-
with, with the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing which they, or any of them, may deem necessary or
advisable to be done in connection with this Registration Statement, as fully to
all intents and purposes as the individual might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or any substitute or substitutes for any or all of them, may lawfully do
or cause to be done by virtue hereof.
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.
<TABLE>>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Chaim Y. Edelstein
- ------------------------- Chairman of the Board August 20, 1997
Chaim Y. Edelstein
/s/ Gregory K. Raven
- ------------------------- President, Chief Executive August 20, 1997
Gregory K. Raven Officer and Director
(Principal Executive Officer)
/s/ Stanton J. Bluestone
- ------------------------- Director August 20, 1997
Stanton J. Bluestone
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C> <C>
/s/ John W. Burden
- ------------------------- Director August 20, 1997
John W. Burden
/s/ Alan S. Cooper
- ------------------------- Director August 20, 1997
Alan S. Cooper
/s/ Mark B. Dickstein
- ------------------------- Director August 20, 1997
Mark B. Dickstein
/s/ Samuel L. Katz
- ------------------------- Director August 20, 1997
Samuel L. Katz
/s/ Richard E. Montag
- ------------------------- Director August 20, 1997
Richard E. Montag
/s/ C. Scott Litten
- ------------------------- Executive Vice President- August 20, 1997
C. Scott Litten Chief Financial Officer
(Principal Financial Officer)
/s/ Brian J. Sheehan
- ------------------------- Vice President-Controller August 20, 1997
Brian J. Sheehan (Principal Accounting Officer)
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
3.1(1) Amended and Restated Certificate of Incorporation
of the Company, as amended.
3.2(2) Amended and Restated By-Laws of the Company.
4.1(3) Hills Stores Company 1993 Incentive and Nonqualified
Stock Option Plan, as amended.
5.1 Opinion of Foley, Hoag & Eliot LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Foley, Hoag & Eliot LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (contained on the signature page).
__________
1. Incorporated by reference from the Annual Report on Form 10-K
of the Company for the fiscal year ended January 28, 1995.
2. Incorporated by reference from the Report on Form 8-K of the
Company dated January 18, 1996.
3. Incorporated by reference from the definitive proxy materials
of the Company dated May 5, 1997.
II-4
<PAGE>
Exhibit 5.1
FOLEY, HOAG & ELIOT LLP
0NE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109-2170
_____
TELEPHONE 617-832-1000 1615 L STREET, N.W., SUITE 850
FACSIMILE 617-832-7000 WASHINGTON, D.C. 20036
http://www.fhe.com TEL: 202-775-0600
FAX: 202-857-0140
September 10, 1997
Hills Stores Company
15 Dan Road
Canton, Massachusetts 02021
Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-8 (the "S-8
Registration Statement") proposed to be filed on or about September 12, 1997 by
Hills Stores Company, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The S-8 Registration Statement relates to the proposed offering by the Company
of 250,000 shares (the "Shares") of its Common Stock, par value $0.01 per share
("Common Stock"), offered or to be offered by the Company from time to time
under the Company's 1993 Incentive and Nonqualified Stock Option Plan (the
"Plan").
We are familiar with the Company's certificate of incorporation and all
amendments thereto, its by-laws and all amendments thereto, and the Plan. We
have examined such other records and documents as we deemed necessary or
appropriate for purposes of rendering this opinion.
Based upon and subject to the foregoing, it is our opinion that the
Company has corporate power adequate for the issuance of the Shares in
accordance with the S-8 Registration Statement. The Company has taken all
necessary corporate action required to authorize the issuance and sale of the
Shares. When (following the effective date of the S-8 Registration Statement)
certificates for the Shares have been duly executed and countersigned, and
delivered against due receipt of consideration therefor as described in the S-8
Registration Statement and the Plan, the Shares will be legally issued, fully
paid and non-assessable.
<PAGE>
Hills Stores Company
September 10, 1997
Page 2
We understand that this opinion is to be filed as an exhibit to the S-8
Registration Statement and we hereby consent to such filing.
Very truly yours,
FOLEY, HOAG & ELLIOT LLP
By /s/ Dean F. Hanley
-------------------------
A Partner
Exhibit 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Hills Stores Company on Form S-8 of our reports dated March 11, 1997, appearing
in the Annual Report on Form 10-K of Hills Stores Company for the year ended
February 1, 1997.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
September 10, 1997
Exhibit 23.2
INDEPENDENT ACCOUNTANT'S CONSENT
--------------------------------
We consent to the incorporation by reference in this Registration Statement of
the Hills Stores Company on Form S-8 of our report dated March 10, 1995 on our
audits of the Consolidated Financial Statements and Financial Statement Schedule
of Hills Stores Company as of January 28, 1995 and for the year then ended,
which report is included in the Annual Report on Form 10-K.
Boston, Massachusetts /s/ Coopers & Lybrand L.L.P.
September 10, 1997
