-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B7dbG5OOu+RbjkPSfm6afa0LbxLMqB4qWwizYzy/i+WMdf8IfSoQ2x7sCye7PrmC PtqX0j7ncMdqK3Nsdg2z6g== 0000786877-98-000027.txt : 19981222 0000786877-98-000027.hdr.sgml : 19981222 ACCESSION NUMBER: 0000786877-98-000027 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HILLS STORES CO /DE/ CENTRAL INDEX KEY: 0000786877 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 311153510 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-09505 FILM NUMBER: 98772576 BUSINESS ADDRESS: STREET 1: 15 DAN RD CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 6178211000 MAIL ADDRESS: STREET 1: 15 DAN ROAD CITY: CANTON STATE: MA ZIP: 02021 FORMER COMPANY: FORMER CONFORMED NAME: HILLS STORES CO /NEW/ DATE OF NAME CHANGE: 19931103 FORMER COMPANY: FORMER CONFORMED NAME: HILLS STORES CO /NEW/ DATE OF NAME CHANGE: 19931015 FORMER COMPANY: FORMER CONFORMED NAME: THL HOLDINGS INC DATE OF NAME CHANGE: 19870506 8-A12B/A 1 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A AMENDMENT NO. 2 AMENDING THE REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HILLS STORES COMPANY (Exact name of registrant as specified in its charter) Delaware 31-1153510 (State or other juris- (I.R.S. employer diction of incorporation) identification number)
15 Dan Road 02021 Canton, Massachusetts (Zip Code) (Address of principal executive office) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class to be registered Name of each exchange on which each class is to be registered Rights to Purchase Series B Participating New York Stock Exchange Cumulative Preferred Stock Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) ================================================================================ 2 Item 1. Description of Registered Securities ------------------------------------ On November 11, 1998, Hills Stores Company (the "Company") amended its Rights Agreement dated as of August 16, 1994 (the "Rights Agreement") between the Company and The Chase Manhattan Bank (formerly known as Chemical Bank), as Rights Agent. The Amendment to the Rights Agreement provides that no person shall become an Acquiring Person under the Rights Agreement by reason or as a result of the consummation of the merger between the Company and Ames Department Stores, Inc. and that no Distribution Date shall occur by reason or as a result of consummation of the merger. The Amendment also provides that the indemnity provided for therein shall survive the termination of the Rights Agreement and the termination and the expiration of the Rights. The foregoing description of the Amendment to the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment to the Rights Agreement, which is filed as an exhibit hereto and incorporated herein by reference. Item 2. Exhibits -------- 1. Rights Agreement dated as of August 16, 1994, between Hills Stores Company and Chemical Bank, as Rights Agent.* 2. Form of Certificate of the Voting Powers, Preferences and Relative, Participating, Optional and Other Special Rights, Qualifications, Limitations or Restrictions of Series B Participating Cumulative Preferred Stock of Hills Stores Company (Exhibit A to the Rights Agreement).* 3. Form of Right Certificate (Exhibit B to the Rights Agreement).* 4. Amendment dated as of October 18, 1995, to the Rights Agreement dated as of August 16, 1994, between Hills Stores Company and Chemical Bank, as Rights Agent.** 5. Second Amendment dated as of November 11, 1998, to the Rights Agreement dated as of August 16, 1994, between Hills Stores Company and The Chase Manhattan Bank (formerly Chemical Bank), as Rights Agent. * Incorporated by reference to the Company's Registration Statement on Form 8-A dated August 23, 1994. ** Incorporated by reference to the Company's Amendment No.1 to Form 8-A dated October 18, 1995. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the under- signed, thereunto duly authorized. HILLS STORES COMPANY/ By: /s/ William K. Friend ------------------------- Name: William K. Friend Title: Senior Vice President- Secretary Dated: December 21, 1998 EXHIBIT INDEX Pursuant to Item 601 of Regulation S-K Exhibit Number Title - ------- ----- 5 Second Amendment dated as of November 11, 1998 to the Rights Agreement dated as of August 16, 1994 between Hills Stores Company and The Chase Manhattan Bank. EX-5 2 1 EXHIBIT 5 SECOND AMENDMENT to RIGHTS AGREEMENT SECOND AMENDMENT dated as of November 11, 1998 (this "Amendment") between Hills Stores Company, a Delaware corporation (the "Company"), and The Chase Manhattan Bank (formerly known as Chemical Bank), a New York banking corporation, as Rights Agent (the "Rights Agent"), to Rights Agreement dated as of August 16, 1994, between the Company and the Rights Agent. WHEREAS, the Company and the Rights Agent have entered into a Rights Agreement dated as of August 16, 1994 (as amended by the Amendment to Rights Agreement, dated as of October 18, 1995, and as otherwise amended, supplemented or modified from time to time, the "Rights Agreement"); WHEREAS, Section 26 of the Rights Agreement provides that at any time prior to the Distribution Date (as defined in the Rights Agreement), the Company may, and the Rights Agent shall if the Company so directs, supplement or amend any provision of the Rights Agreement (other than an amendment or supplement that reduces the Redemption Price or provides for an earlier Expiration Date (each, as defined in the Rights Agreement)) without the approval of any holder of Rights issued pursuant to the Rights Agreement; WHEREAS, the Distribution Date has not occurred and this Amendment does not reduce the Redemption Price or provide for an earlier Expiration Date; and WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement on the terms set forth herein; NOW, THEREFORE, in consideration of the premises and the mutual agree- ments herein set forth, the parties hereby agree as follows: 1. All capitalized terms used herein, unless otherwise defined, shall have the meanings ascribed to them in the Rights Agreement, and each reference in the Rights Agreement to "this Rights Agreement," "hereof," "herein," "hereunder" or "hereby" and each other similar reference shall be deemed to refer to the Rights Agreement as amended hereby. All references to the Rights Agreement in any other agreement between or among any of the parties hereto relating to the transactions contemplated by the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby. 2. The definition of "ACQUIRING PERSON" in Section 1 of the Rights Agreement is hereby amended by adding the following proviso to the end of such definition: "Notwithstanding the foregoing, no person shall become an Acquiring Person by reason or as a result of the consummation of the Merger or any other transactions contemplated by the Merger Agreement." 2 3. The definition of "DISTRIBUTION DATE" in Section 1 of the Rights Agreement is hereby amended by adding the following proviso to the end of such definition: "; provided that no Distribution Date shall occur by reason or as a result of the consummation of the Merger or any other transactions contemplated by the Merger Agreement." 4. The following definitions are hereby added to Section 1: ""Merger" means the merger of Merger Subsidiary with and into the Company upon the terms and subject to the conditions set forth in the Merger Agreement." ""Merger Agreement" means the Agreement and Plan of Merger, dated as of November 12, 1998, among Ames, Merger Subsidiary and the Company." ""Merger Subsidiary" means HSC Acquisition Corp., a Delaware corporation and a direct, wholly-owned subsidiary of Ames" ""Ames" means Ames Department Stores, Inc., a Delaware corporation." 5. Section 21 of the Rights Agreement is hereby amended by inserting the following at the end of Section 21(j) thereof: "The indemnity provided herein shall survive the termination of this Agreement and the termination and the expiration of the Rights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind what- soever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. Any liability of the Rights Agent under this Rights Agreement will be limited to the amount of fees paid by the Company to the Rights Agent." 6. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware. 7. This Amendment may be signed in any number of counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 8. Except as expressly modified by this Amendment, the Rights Agreement shall remain in full force and effect. 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. HILLS STORES COMPANY By: /s/ William K. Friend ------------------------- Name: William K. Friend Title: Sr. Vice President-Secretary THE CHASE MANHATTAN BANK (formerly known as Chemical Bank), as Rights Agent By: /s/ Eric Leason ------------------------- Name: Eric Leason Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----