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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 1)(1)
HILLS STORES COMPANY
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(Name of Issuer)
Series A Convertible Preferred Stock
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(Title of Class of Securities)
431692201
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(CUSIP Number)
-------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 431692201 13G Page 2 of 9 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Forest Investment Management LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES 125,000
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH zero
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
125,000
8. SHARED DISPOSITIVE POWER
zero
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.7%
12. TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 431692201 13G Page 3 of 9 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Founders Financial Group L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES 125,000
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH zero
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
125,000
8. SHARED DISPOSITIVE POWER
zero
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.7%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 431692201 13G Page 4 of 9 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michael A. Boyd, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF 5. SOLE VOTING POWER
SHARES 125,000
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH zero
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
125,000
8. SHARED DISPOSITIVE POWER
zero
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.7%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 431692201 13G Page 5 of 9 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michael A. Boyd
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5. SOLE VOTING POWER
SHARES 125,000
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH zero
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
125,000
8. SHARED DISPOSITIVE POWER
zero
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.7%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 431692201 13G Page 6 of 9 Pages
ITEM 1.
(A) NAME OF ISSUER.
Hills Stores Company (the "Issuer").
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
The Issuer's principal executive offices are located at 15 Dan Road,
Canton, Massachusetts 02021.
ITEM 2.
(A) NAMES OF PERSONS FILING.
This statement is filed by the following persons: (a) Forest
Investment Management LLC, an Investment Advisor registered under the
Investment Advisors Act of 1940, as amended ("Forest"), (b) Founders
Financial Group L.P. ("Founders"), in its capacity as the owner of a
controlling interest in Forest, (c) Michael A. Boyd, Inc. ("MAB, Inc."), in
its capacity as the general partner of Founders and (d) Michael A. Boyd ("Mr.
Boyd"), in his capacity as the sole director and shareholder of MAB, Inc.,
(collectively, the "Filing Parties").
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE.
The principal business office of each of the Filing Parties is 53
Forest Avenue, Old Greenwich, Connecticut 06870.
(C) CITIZENSHIP.
Forest is a Delaware Limited Liability Company. Founders is a
Delaware limited partnership. MAB, Inc. is a Connecticut corporation. Mr.
Boyd is a United States citizen.
(D) TITLE OF CLASS OF SECURITIES.
This statement relates to shares of Series A Convertible Preferred
Stock (the "Preferred Stock") of the Issuer.
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CUSIP NO. 431692201 13G Page 7 of 9 Pages
(E) CUSIP NUMBER.
431692201
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS:
(a) |_| Broker or dealer registered under Section 15 of the Act,
(b) |_| Bank as defined in Section 3(a)(6) of the Act,
(c) |_| Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) |_| Investment Company registered under Section 8 of the
Investment Company Act,
(e) |X| Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) |_| Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; SEE 13d-1 (b)(1)
(ii)(F),
(g) |_| Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G); SEE Item 7,
(h) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
ITEM 4. OWNERSHIP.
(A) AMOUNT BENEFICIALLY OWNED.
Each of Forest, Founders, MAB, Inc. and Mr. Boyd beneficially
owns 125,000 shares of Issuer's Preferred Stock.
(B) PERCENT OF CLASS.
Each of Forest, Founders, MAB, Inc. and Mr. Boyd owns 14.7% of
the Issuer's Preferred Stock.
(C) POWER TO VOTE OR DIRECT THE VOTE AND DISPOSE OR DIRECT THE
DISPOSITION OF SECURITIES.
Each of Forest, Founders, MAB, Inc. and Mr. Boyd has sole power
to vote or dispose or to direct the vote or disposition of the shares of
Preferred Stock.
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CUSIP NO. 431692201 13G Page 8 of 9 Pages
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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CUSIP NO. 431692201 13G Page 9 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
FOREST INVESTMENT MANAGEMENT LLC
Dated: February 10, 1999 By:/s/ Michael A. Boyd
_____________________________________
Michael A. Boyd, Chairman
FOUNDERS FINANCIAL GROUP, L.P.
Dated: February 10, 1999 By:/s/ Michael A. Boyd
____________________________________
Michael A. Boyd, Chairman
MICHAEL A. BOYD, INC.
Dated: February 10, 1999 By:/s/ Michael A. Boyd
____________________________________
Name: Michael A. Boyd
Title: President
MICHAEL A. BOYD
Dated: February 10, 1999 By:/s/ Michael A. Boyd
____________________________________
Name: Michael A. Boyd
