-----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, Hza9tvGpSyGZqeXrwi153islW383vN/5CNsGMjEmL/jjaug8Zo9X+DTkoxJ56552 B3rXZYJMCCia3d77U2hILw== 0000909518-99-000001.txt : 19990106 0000909518-99-000001.hdr.sgml : 19990106 ACCESSION NUMBER: 0000909518-99-000001 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990105 GROUP MEMBERS: AMES DEPARTMENT STORES, INC. GROUP MEMBERS: HSC ACQUISITION CORP SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38982 FILM NUMBER: 99500887 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 SUBJECT COMPANY: 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: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-38982 FILM NUMBER: 99500888 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HSC ACQUISITION CORP CENTRAL INDEX KEY: 0001073864 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 2418 MAIN STREET CITY: ROCKY HILL STATE: CT ZIP: 06067 BUSINESS PHONE: 8602572000 MAIL ADDRESS: STREET 1: 2418 MAIN STREET CITY: ROCKY HILL STATE: CT ZIP: 06067 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HSC ACQUISITION CORP CENTRAL INDEX KEY: 0001073864 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 2418 MAIN STREET CITY: ROCKY HILL STATE: CT ZIP: 06067 BUSINESS PHONE: 8602572000 MAIL ADDRESS: STREET 1: 2418 MAIN STREET CITY: ROCKY HILL STATE: CT ZIP: 06067 SC 14D1/A 1 AMENDMENT NO 2 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------- SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* and SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) --------- HILLS STORES COMPANY (Name of Subject Company) HSC ACQUISITION CORP. AMES DEPARTMENT STORES, INC. (BIDDERS) COMMON STOCK, $.01 PAR VALUE SERIES A CONVERTIBLE PREFERRED STOCK, $.10 PAR VALUE (TITLES OF CLASSES OF SECURITIES) 431692102 431692201 (CUSIP NUMBERS OF CLASSES OF SECURITIES) DAVID H. LISSY, ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY AMES DEPARTMENT STORES, INC. 2418 MAIN STREET ROCKY HILL, CONNECTICUT 06067-2598 TELEPHONE: (860) 257-2578 FACSIMILE: (860) 257-5160 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) Copy to: JEFFREY J. WEINBERG, ESQ. WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NEW YORK 10153-0119 TELEPHONE: (212) 310-8000 FACSIMILE: (212) 310-8007 --------- DECEMBER 30, 1998 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) ================================================================================ * Constituting the Final Amendment to Schedule 14D-1. NYFS10...:\79\15079\0022\2403\SCHD218J.30B SCHEDULE 14D-1 - --------------------------------------- ----------------------- CUSIP NOS. 431692102 (COMMON STOCK) PAGE 2 OF 7 PAGES 431692201 (PREFERRED STOCK) - --------------------------------------- ----------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS HSC ACQUISITION CORP. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF DELAWARE - -------------------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,570,575* SHARES OF COMMON STOCK (INCLUDING 153,086 SHARES TENDERED BY MEANS OF GUARANTEED DELIVERY) AND 554,483 SHARES OF PREFERRED STOCK (INCLUDING 106 SHARES TENDERED BY MEANS OF GUARANTEED DELIVERY) - -------------------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES N/A |_| - -------------------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 84.6%* OF SHARES OF COMMON STOCK AND 65.3% OF SHARES OF PREFERRED STOCK - -------------------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - --------------------------- *. Includes 2,073,753 shares of common stock, par value $.01 per share (the "Common Stock"), of Hills Stores Company, a Delaware corporation (the "Company") issuable pursuant to a Stock Option Agreement dated as of November 12, 1998, between the Company and Ames Department Stores, Inc., a Delaware corporation ("Parent"), and owner of all capital stock of HSC Acquisition Corp., a Delaware corporation, pursuant to which the Company granted to Parent an option (the "Stock Option") to purchase up to 2,073,753 shares of Common Stock or such other number of shares of common stock of the Company as equals 19.9% of the Company's issued and outstanding shares of its common stock at the time of the exercise of the Stock Option. The Stock Option Agreement is described more fully in Section 11 of the Offer to Purchase, dated November 18, 1998. SCHEDULE 14D-1 - --------------------------------------- ----------------------- CUSIP NOS. 431692102 (COMMON STOCK) PAGE 3 OF 7 PAGES 431692201 (PREFERRED STOCK) - --------------------------------------- ----------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS AMES DEPARTMENT STORES, INC. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS BK - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF DELAWARE - -------------------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,570,575* SHARES OF COMMON STOCK (INCLUDING 153,086 SHARES TENDERED BY MEANS OF GUARANTEED DELIVERY) AND 554,483 SHARES OF PREFERRED STOCK (INCLUDING 106 SHARES TENDERED BY MEANS OF GUARANTEED DELIVERY) - -------------------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES N/A |_| - -------------------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 84.6%* OF SHARES OF COMMON STOCK AND 65.3% OF SHARES OF PREFERRED STOCK - -------------------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ---------------------------------- *. The footnote on page 2 is incorporated by reference herein. TENDER OFFER This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed on November 18, 1998, as amended, relating to the offer by HSC Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Ames Department Stores, Inc. ("Parent") to purchase (i) all outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), including the preferred stock purchase rights associated therewith issued pursuant to the Rights Agreement, dated as of August 16, 1994, by and between Hills Stores Company, a Delaware corporation (the "Company") and Chemical Bank as Rights Agent (the "Rights" and, together with the Common Stock, the "Common Shares"), and (ii) all outstanding shares of Series A Convertible Preferred Stock, par value $0.10 per share ("the Preferred Stock"), including the associated Rights (the Preferred Stock, together with the associated Rights, the "Preferred Shares"; and, together with the Common Shares, the "Shares"), of the Company, at a price of $1.50 per Share, net to the seller in cash, without interest, plus a Deferred Contingent Cash Right (as defined and described in Purchaser's Offer to Purchase dated November 18, 1998 (the "Offer to Purchase")), upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal (together with the Offer to Purchase, the "Offer"). Unless otherwise indicated, the capitalized terms used herein shall have the meanings specified in the Offer to Purchase. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a)-(b) The Offer expired at 12:00 Midnight, Eastern Time, on Wednesday, December 30, 1998. Based on information provided by the Depositary, approximately 8,496,822 Common Shares (including 153,086 Common Shares tendered by means of guaranteed delivery) or 81.5% of the Common Shares outstanding, and approximately 554,483 Preferred Shares (including 106 Preferred Shares tendered by guaranteed delivery) or 65.3% of the Preferred Shares outstanding (or an aggregate of 80.3% of the total Shares outstanding), were validly tendered pursuant to the Offer. Purchaser has accepted for payment and has notified the Depositary to promptly pay for the tendered and accepted Shares, in accordance with the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal. In addition, pursuant to the Stock Option Agreement, Parent has the right to purchase up to 2,073,753 Common Shares, or such other number of Common Shares as equals 19.9% of the issued and outstanding Common Shares at the time of exercise of the Stock Option. Pursuant to the Merger Agreement, and effective upon the consummation of the Offer, seven of the nine members of the Board of Directors of the Company resigned as directors and three persons designated by Parent were appointed as members of such Board of Directors. In accordance with the Merger Agreement, it is currently anticipated that a meeting of the Company's stockholders will be held as soon as practicable for the purpose of approving the Merger Agreement and the merger (the "Merger") of Purchaser with and into the Company. Under the DGCL and pursuant to the Certificate of Incorporation, the affirmative vote of the holders of a majority of outstanding Common Shares and Preferred Shares, voting together as a single class, is the only vote of any class or series of the Company's capital stock that would be necessary to approve the Merger Agreement and the Merger at a meeting of the Company's stockholders. Because Purchaser owns approximately 80.3% of the Shares entitled to vote at such meeting, it will have the power to effect the Merger without the approval of any other stockholder of the Company. However, Purchaser or an affiliate of Purchaser may seek to acquire additional Shares through open market purchases, privately negotiated transactions, or otherwise. In the event that Purchaser acquires in the aggregate at least 90% of the outstanding Common Shares and at least 90% of the outstanding Preferred Shares pursuant to the Offer or otherwise, then Parent may effect a short-form merger of 4 Purchaser with and into the Company pursuant to Section 253 of the DGCL without any further approval of the Company Board or the stockholders of the Company. Pursuant to the Merger Agreement, in connection with the Merger, the Company will become a wholly owned subsidiary of Parent and each issued and outstanding Share (other than Shares owned by Parent, Purchaser, the Company or any direct or indirect wholly-owned subsidiary of Parent or of the Company, or by stockholders who have properly exercised their dissenter's rights under Delaware law) will be converted into the right to receive $1.50 per Share, in cash, without interest, plus a DCCR. A copy of Parent's press release, dated December 31, 1998, announcing the expiration of the Offer and acceptance for payment of the Shares tendered pursuant thereto and its plans to effect promptly a merger of Purchaser with and into the Company is attached hereto as Exhibit (a)(11), and the complete text thereof is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) Offer to Purchase, dated November 18, 1998.* (a)(2) Letter of Transmittal.* (a)(3) Notice of Guaranteed Delivery.* (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) Text of Press Release, dated November 12, 1998, issued by Parent and the Company.* (a)(8) Text of Press Release, dated November 18, 1998, issued by Parent.* (a)(9) Form of Summary Advertisement, dated November 18, 1998.* (a)(10) Text of Press Release, dated December 16, 1998, issued by Parent.* (a)(11) Text of Press Release, dated December 31, 1998, issued by Parent. (b)(1) Commitment Letter from BankAmerica Business Credit, Inc., dated November 6, 1998.* (c)(1) Agreement and Plan of Merger, dated as of November 12, 1998, among Parent, Purchaser, and the Company.* (c)(2) Stock Option Agreement, dated as of November 12, 1998, by and between Parent and the Company.* (c)(3) Confidentiality Agreement, dated as of August 21, 1998, by and between Purchaser and the Company.* (c)(4) Text of letter, dated December 16, 1998, from the Company to Parent and Purchaser.* (d) None. (e) Not Applicable. (f) None. - ---------------------------------- * Previously Filed 5 SIGNATURES After due inquiry and to the best of each of the undersigned's knowledge and belief, the Undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 5, 1999 AMES DEPARTMENT STORES, INC. By: /s/ David H. Lissy ------------------------------------- Name: David H. Lissy Title: Senior Vice President General Counsel and Corporate Secretary HSC ACQUISITION CORP. By: /s/ David H. Lissy ------------------------------------- Name: David H. Lissy Title: Vice President-Secretary 6 EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE - ------- ----------- ---- (a)(1) - Offer to Purchase, dated November 18, 1998*................... (a)(2) - Letter of Transmittal*........................................ (a)(3) - Notice of Guaranteed Delivery*................................ (a)(4) - Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*................................. (a)(5) - Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*.................... (a)(6) - Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9*................................ (a)(7) - Text of Press Release, dated November 12, 1998, issued by Parent and the Company*.................................... (a)(8) - Text of Press Release, dated November 18, 1998, issued by Parent*.................................................... (a)(9) - Form of Summary Advertisement, dated November 18, 1998*....... (a)(10) - Text of Press Release, dated December 16, 1998, issued by Parent*.................................................... (a)(11) - Text of Press Release, dated December 31, 1998, issued by Parent..................................................... (b)(1) - Commitment Letter from BankAmerica Business Credit, Inc., dated November 6, 1998*....................................... (c)(1) - Agreement and Plan of Merger, dated as of November 12, 1998, among Parent, Purchaser, and the Company*............... (c)(2) - Stock Option Agreement, dated as of November 12, 1998, by and between Parent and the Company*........................ (c)(3) - Confidentiality Agreement, dated as of August 21, 1998, by and between Purchaser and the Company*..................... (c)(4) - Text of letter, dated December 16, 1998, from the Company to Parent and Purchaser*.............................. (d) - None.......................................................... (e) - Not Applicable................................................ (f) - None.......................................................... - --------------------------- * Previously Filed 7 EX-99 2 EXHIBIT (A)(11) FOR IMMEDIATE RELEASE AMES DEPARTMENT STORES, INC. COMPLETES TENDER --------------------------------------------- FOR HILLS STORES COMPANY ------------------------ Rocky Hill, Conn., December 31, 1998 -- Ames Department Stores, Inc. (NASDAQ:AMES), the nation's largest regional discount retailer, announced today that it has acquired an aggregate of approximately 80 percent of the common and preferred stock of Hills Stores Company through its tender offer, which expired yesterday. Ames also announced that approximately 74 percent of the $195 million outstanding principal amounts of Hills' 12 1/2 percent Senior Notes due 2003 were tendered and accepted for payment in the Ames tender offer for the Notes, which also expired yesterday. The previously announced 85 percent minimum condition for the note tender was waived. Ames expects to consummate the acquisition of the remaining shares of common and preferred stock of Hills by merger following compliance with applicable securities law requirements. Ames is a full-line discount retailer, offering a broad range of merchandise categories including family apparel, housewares, domestics, electronics, ready-to-assemble and patio furniture, jewelry, craft and pet supplies, health and beauty care items, stationery, sporting goods, toys, seasonal products and more. # # # CONTACTS: Lynn Riemer Director of Corporate Communications Ames Department Stores, Inc. (860) 257-5317 Owen Blicksilver Managing Director Dewe Rogerson Inc. 212-419-4283 NYFS10...:\79\15079\0022\66\NWRD318L.330 -----END PRIVACY-ENHANCED MESSAGE-----