UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. __________)*
Hills Stores Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
431659 10 2
(CUSIP Number)
Check the following box to designate the rule pursuant to which this Schedule
is filed:
___ Rule 13d-1(b)
___ Rule 13d-1(c)
___ Rule 13d-1(d)
*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 ("Act") 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).
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ML-Lee Acquisition Fund (Retirement Accounts) II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES
BENEFICIALL
Y OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
X
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
-0-
12 TYPE OF REPORTING PERSON
PN
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Item 1(a) Name of Issuer
Hills Stores Company
Item 1(b) Address of Issuer's principal executive offices
15 Dan Road, Canton, MA 02021-9128
Item 2(a) Name of person filing
ML-Lee Acquisition Fund II, L.P. ("Fund II"), ML-Lee Acquisition Fund
(Retirement Accounts) II, L.P. (the "Retirement Fund"), Thomas H. Lee Advisors
II, L.P. ("Advisors II") and T.H. Lee Mezzanine II ("Mezzanine II"), each of
whom may be deemed to be beneficial owners, for purposes of this Schedule 13G,
of the securities owned directly by Fund II and the Retirement Fund; and Thomas
H. Lee.
Item 2(b) Address of principal business office or, if none, residence
Fund II: World Financial Center, South Tower,
New York, NY 10080
Retirement Fund: World Financial Center, South Tower,
New York, NY 10080
Advisors II: 75 State Street, Boston, MA 02109
Mezzanine II: 75 State Street, Boston, MA 02109
Thomas H. Lee: 75 State Street, Boston, MA 02109
Item 2(c) Citizenship
Fund II: Delaware
Retirement Fund: Delaware
Advisors II: Delaware
Mezzanine II: Delaware
Thomas H. Lee: United States
Item 2(d) Title of class of securities
Common Stock
<PAGE>
Item 2(e) CUSIP Number
431659 10 2
Item 3 If Statement filed pursuant to Rule 13d-1(b) or 13d-2(b),
check whether the
person filing is a
(a) |_| Broker or Dealer
(b) |_| Bank
(c) |_| Insurance Company
(d) |_| Investment Company
(e) |_| Investment Advisor
(f) |_| Employee Benefit Plan, Pension Fund or Endowment Fund
(g) |_| Parent Holding Company
(h) |_| Group
Item 4 Ownership
(a) Amounts beneficially owned
As of the close of business on December 31, 1998, ML-Lee Acquisition Fund
(Retirement Accounts) II, L.P. directly or indirectly owned no shares of the
Issuer's Common Stock.
As of the close of business on December 31, 1998, Mr. Lee beneficially owned
no shares of the Issuer's Common Stock.
<PAGE>
(b) Percent of class
-0-
Item 5 Ownership of 5% 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 X
<PAGE>
Item 6 Ownership of more than 5% 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
Not applicable
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 9, 1999 ML-Lee Acquisition Fund
(Retirement Accounts) II, L.P.
<PAGE>
