-----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, J6k1QRSZzmfYuYEKXLEpWvEqfBTOta+se0lFFBDHw0mawmzVkp055DMP8MbdTdyz 2Cif/RdE/WsgU5qx9de7lg== 0000950135-96-002626.txt : 19960614 0000950135-96-002626.hdr.sgml : 19960614 ACCESSION NUMBER: 0000950135-96-002626 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960613 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HILLS STORES CO /DE/ 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-04627 FILM NUMBER: 96580627 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 POS AM 1 HILLS STORES COMPANY 1 As filed with the Securities and Exchange Commission on June 13, 1996 REGISTRATION NO. 333-04627 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- HILLS STORES COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 31-1153510 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 15 DAN ROAD CANTON, MASSACHUSETTS 02021 (617) 821-1000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) -------------------- WILLIAM K. FRIEND, ESQ. VICE PRESIDENT-SECRETARY AND CORPORATE COUNSEL HILLS STORES COMPANY 15 DAN ROAD CANTON, MASSACHUSETTS 02021 (617) 821-1000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) -------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective, as determined by market conditions. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. /X/ Form S-3 filed May 28, 1996 Registration No. 333-04627 If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / THE REGISTRANT HEREBY AMENDS THE REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ 2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Exhibits: Item 16 is amended by adding Exhibit 5.1, the opinion of Foley, Hoag & Eliot LLP. II-I 3 EXHIBIT INDEX EXHIBITS: PAGE - --------- ---- 5.1 Opinion of Foley Hoag & Eliot LLP II-V II-II 4 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE TOWN OF CANTON, MASSACHUSETTS, ON JUNE 11, 1996. HILLS STORES COMPANY By: /s/ William K. Friend --------------------------- William K. Friend Vice President-Secretary and Corporate Counsel PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURE TITLE DATE --------- ----- ---- * Chairman of the June 11, 1996 - -------------------------- Board of Directors Chaim Y. Edelstein * Director, President and June 11, 1996 - -------------------------- Chief Executive Officer Gregory K. Raven (Principal Executive Officer) * Director June 11, 1996 - -------------------------- Stanton Bluestone II-III 5 * Director June 11, 1996 - ---------------------------- John W. Burden, III * Director June 11, 1996 - ---------------------------- Alan Cooper * Director June 11, 1996 - ---------------------------- Mark Dickstein * Director June 11, 1996 - ---------------------------- Samuel L. Katz * Vice President - Controller - ---------------------------- (Principal Accounting Officer) June 11, 1996 Kim D. Ahlholm * Executive Vice President - - ---------------------------- Chief Financial Officer June 11, 1996 C. Scott Litten (Principal Financial Officer) *By: /s/ William K. Friend ------------------------- William K. Friend Attorney-in-fact II-IV EX-5.1 2 OPINION OF FOLEY, HOAG ELIOT LLP 1 FOLEY, HOAG & ELIOT LLP ONE POST OFFICE SQUARE BOSTON, MASSACHUSETTS 02109-2170 TELEPHONE: (617) 832-1000 IN WASHINGTON, D.C. CABLE ADDRESS "FOLEYHOAG" 1615 L STREET, N. W. FACSIMILE (617) 832-7000 SUITE 850 WASHINGTON, D.C. 20036 TELEX 940693 TELEPHONE (202) 775-0600 http://www.fhe.com Exhibit 5.1 ----------- June 7, 1996 Hills Stores Company 15 Dan Road Canton, Massachusetts 02021 Gentlemen: We are familiar with the Registration Statement on Form S-3, File No. 333-04627 (the "Registration Statement"), filed on May 28, 1996 with the Securities and Exchange Commission by Hills Stores Company, a Delaware corporation (the "Company"). The Registration Statement relates to the proposed public offering by certain stockholders of the Company of an aggregate of 925,000 shares of the Company's common stock, $.01 par value per share (the "Common Stock"), of which all such shares are issued and outstanding. We are familiar with the Company's Certificate of Incorporation, as amended, its By-Laws, as amended, the records of all meetings and consents of its Board of Directors and of its stockholders, and its stock records. We have examined such other records and documents as we deemed necessary or appropriate for purposes of rendering this opinion. In addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. Based upon the foregoing, we are of the opinion that the 925,000 shares of Common Stock to be offered and sold pursuant to the Registration Statement have been legally issued and are fully paid and non-assessable. We hereby consent to the filing of this opinion as part of the S-3 Registration Statement. Very truly yours, FOLEY, HOAG & ELIOT LLP By: /s/ Dean F. Hanley ------------------------ A Partner II-V -----END PRIVACY-ENHANCED MESSAGE-----