-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, c6Z5iqGiKJjBtbsE+Mx7vqnvsKWTE8Hh9BSuzOFJPls7ZzrRELUcU+TjtOOcu3v5 1ZnNFukGpiCCmriVP2uSng== 0000914185-95-000031.txt : 19950427 0000914185-95-000031.hdr.sgml : 19950427 ACCESSION NUMBER: 0000914185-95-000031 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950426 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HILLS DEPARTMENT STORES INC CENTRAL INDEX KEY: 0000786877 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 311153510 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38982 FILM NUMBER: 95531523 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: APOLLO INVESTMENT FUND L P CENTRAL INDEX KEY: 0000916145 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 223064907 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O APOLLO ADVISORS LP STREET 2: 1999 AVENUE OF THE STARS SUITE 1900 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 2136122630 MAIL ADDRESS: STREET 1: C/O APOLLO ADVISORS LP STREET 2: TWO MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 3 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* HILLS STORES COMPANY _______________________________________________________________________ (Name of Issuer) SERIES A CONVERTIBLE PREFERRED STOCK _______________________________________________________________________ (Title of Class of Securities) 431692 20 2 _____________________________ (CUSIP Number) JOHN F. HARTIGAN, ESQ. MORGAN, LEWIS & BOCKIUS 801 SOUTH GRAND AVENUE, LOS ANGELES, CA 90017 (213) 612-2500 _______________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) APRIL 21, 1995 _______________________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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 2 OF 5 PAGES SCHEDULE 13D CUSIP No. 431692 20 2 ___________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON APOLLO HDS PARTNERS, L.P. ___________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / / (B) / / ___________________________________________________________________________ 3 SEC USE ONLY ___________________________________________________________________________ 4 SOURCE OF FUNDS* OO ___________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / ___________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ___________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 211,077 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK SHARES ___________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH ___________________________________________________________ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 211,077 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK WITH ___________________________________________________________ 10 SHARED DISPOSITIVE POWER ___________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 211,077 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK ___________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ / ___________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% ___________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ___________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE 3 OF 5 PAGES STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OR 1934, AS AMENDED _________________________________________________________________ _________________________________________________________________ This Amendment No. 3 amends the Statement on Schedule on 13D dated October 21, 1993 (as so amended, the "Schedule 13D") as follows: Item 4. Purpose of Transaction. ______ ______________________ Item 4 is hereby amended by deleting the final two paragraphs thereof and inserting the following: On April 21, 1995, the Reporting Person sold 300,700 shares of Common Stock in open market transactions at a price of $18.50 per share. The Reporting Person may change any of its current intentions, acquire additional shares of Common Stock or Series A Preferred Stock or sell or otherwise dispose of all or any part of the Common Stock or Series A Preferred Stock beneficially owned by the Reporting Persons, or take any other action with respect to Hills or any of its debt or equity securities in any manner permitted by law. Except as disclosed in this Item 4 and Item 5, the Reporting Person has no current plans or proposals which relate to or would result in any of the events described in Items (a) through (j) of the instructions to Item 4 of Schedule 13D. See also Item 5. Item 5. Interest in Securities of the Issuer. ______ ____________________________________ Item 5 is hereby amended and restated as follows: (a) HDS beneficially owns (i) 211,584 shares of Common Stock (including 211,077 shares issuable upon conversion of Series A Preferred Stock) or 2.0% of the Common Stock of Hills, and (ii) 211,077 shares of Series A Preferred Stock or 6.1 % of the Series A Preferred Stock. PAGE 4 OF 5 PAGES (b) The number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for the Reporting Person is set forth in the cover pages and such information is incorporated herein by this reference. (c) On April 17, 1995, the Reporting Person sold 13,300 shares of Common Stock in open market transactions at a price of $19.25 per share. Except as disclosed herein, there have been no reportable transactions with respect to the Common Stock or Series A Preferred Stock within the last 60 days by the Reporting Person except for the disposition of beneficial ownership of the shares of Common Stock being reported on this Statement. (d) Not applicable. (e) On April 21, 1995, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock of Hills. Item 6. Contracts, Arrangements, Understandings or Relationships ______ ________________________________________________________ With Respect to the Securities of the Issuer. ____________________________________________ Item 6 is amended and restated as follows: The responses to Item 4 and Item 5 are incorporated herein by this reference. PAGE 5 OF 5 PAGES 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: April 24, 1995 APOLLO HDS PARTNERS, L.P. By: Apollo Investment Fund, L.P. By: Apollo Advisors, L.P., Managing General Partner By: Apollo Capital Management, Inc. General Partner By: Michael D. Weiner ____________________________ Name: Michael D. Weiner Title: Vice President, Apollo Capital Management, Inc. -----END PRIVACY-ENHANCED MESSAGE-----