-----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, EPFqCIuWwvLeCRxHdofGv3bwNmJRKyw0b0VdQXCo2hI+SerrIwEwNtled0SR5XBp dhblGcK1pkdfqm2ylb5VeQ== 0001010422-98-000080.txt : 19981111 0001010422-98-000080.hdr.sgml : 19981111 ACCESSION NUMBER: 0001010422-98-000080 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981110 GROUP MEMBERS: DDJ CAPITAL MANAGEMENT LLC GROUP MEMBERS: DDJ GALILEO, LLC GROUP MEMBERS: DDJ OVERSEAS CORP GROUP MEMBERS: THE GALILEO FUND, LP 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: 98742620 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: DDJ CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001010422 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 043300754 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 141 LINDEN STREET STREET 2: SUITE 4 CITY: WELLESLEY STATE: MA ZIP: 02181 BUSINESS PHONE: 617-283-8500 MAIL ADDRESS: STREET 1: 141 LINDEN STREET SUITE 4 STREET 2: SUITE 4 CITY: WELLESLEY STATE: MA ZIP: 02181 SC 13D/A 1 AMENDMENT NO. 7 TO 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 7) HILLS STORES COMPANY - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 431692102 --------------------------------------------------- (CUSIP Number) Wendy Schnipper Clayton DDJ Capital Management, LLC 141 Linden Street, Suite 4 Wellesley, MA 02482-7910 781-283-8500 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) November 4, 1998 - -------------------------------------------------------------------------------- (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 [ ]. (Continued on following pages) (Page 1 of 10 Pages) SCHEDULE 13D CUSIP NO. 431692102 Page 2 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DDJ Capital Management, LLC 04-3300754 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* SEE ITEM #5 (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Massachusetts NUMBER OF 7 SOLE VOTING POWER SHARES 474,274 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 474,274 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 474,274 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14 TYPE OF REPORTING PERSON * OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 431692102 Page 3 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DDJ Overseas Corp. 98-01511108 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* SEE ITEM #5 (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 457,224 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 457,224 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 457,224 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% 14 TYPE OF REPORTING PERSON * CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 431692102 Page 4 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Galileo Fund, L.P. 04-3258283 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* SEE ITEM #5 (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 17,050 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 17,050 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,050 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .2% 14 TYPE OF REPORTING PERSON * PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 431692102 Page 5 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DDJ Galileo, LLC 04-3304422 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* SEE ITEM #5 (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Massachusetts NUMBER OF 7 SOLE VOTING POWER SHARES 474,274 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 474,274 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 474,274 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14 TYPE OF REPORTING PERSON * OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 431692102 Page 6 of 10 Pages ITEM 1. SECURITY AND ISSUER: This Amendment No. 7 to Schedule13D ("Amendment No. 7") should be read in conjunction with the Schedule 13D ("the Schedule 13D") dated August 15, 1996, Amendment No. 1 dated February 25, 1997, Amendment No. 2 dated February 25, 1997, Amendment No. 3 dated November 21, 1997, Amendment No. 4 dated May 7, 1998, Amendment No. 5 dated August 24, 1998 and Amendment No. 6 dated October 30, 1998 (collectively, "Amendment Nos. 1-6") each as filed with the Securities and Exchange Commission by DDJ Capital Management, LLC, a Massachusetts limited liability company ("DDJ"), and certain affiliates. This Amendment No. 6 amends the Schedule 13D, Amendment Nos. 1-6 only with respect to those items listed below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto on the Schedule 13D, Amendment Nos. 1-6. The filing of this Amendment No. 7 is not, and should not be deemed to be, an admission that the Schedule 13D or any Amendment thereto is required to be filed. This statement relates to the common stock, $.01 par value of Hills Stores Company (the "Company"). The principal executive offices of the Company are located at 15 Dan Road, Canton, MA 02021. As of November 5, 1998, DDJ and the DDJ Affiliates beneficially own less than 5% of the Shares outstanding and from such date will no longer be subject to any filing requirements. This filing speaks as of November 5, 1998 and does not make any statements with respect to any day following such date. ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: Item 3 is deleted in its entirety and amended as follows: The Funds which own or owned Shares purchased an aggregate of 474,274 Shares for cash in the amount of approximately $2,138,734.23 including brokerage commissions. All of the 457,224 Shares owned by DDJ Overseas Corp. were purchased for cash or on margin pursuant to a typical customer margin agreement with Goldman Sachs & Co. and all of 17,050 Shares owned by The Galileo Fund, L.P. were purchased for cash. Shares purchased and/or sold by the Funds since November 3, 1998 are set forth on the attached Schedule B. SCHEDULE 13D CUSIP No. 431692102 Page 7 of 10 Pages ITEM 5. INTEREST IN SECURITIES OF ISSUER: Item 5 (a) is deleted in its entirety and is amended as follows: (a) DDJ Overseas Corp. owns, and DDJ Galileo, LLC and DDJ beneficially own as majority shareholder and investment manager, respectively, of DDJ Overseas Corp., 457,224 Shares, or approximately 4.4% of the outstanding Shares of the Company. The Galileo Fund, L.P. owns, and DDJ Galileo, LLC and DDJ beneficially own, as general partner and investment manager, respectively, of The Galileo Fund, L.P., 17,050 Shares, or approximately .2% of the outstanding Shares of the Company. Accordingly, DDJ, as investment manager to the Funds may be deemed to beneficially own 474,274 Shares, or approximately 4.5% of the outstanding Shares of the Company. Neither DDJ nor any of the DDJ Affiliates and, to the best knowledge of DDJ and the DDJ Affiliates, none of the persons named in Schedule A, beneficially own any other Shares. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS: Not Applicable. SCHEDULE 13D CUSIP No. 431692102 Page 8 of 10 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. DDJ CAPITAL MANAGEMENT, LLC By: / s / Wendy Schnipper Clayton ------------------------------------------- Wendy Schnipper Clayton Attorney-In-Fact* *Limited Power of Attorney filed with the SEC on September 3, 1998. SCHEDULE 13D CUSIP No. 431692102 Page 9 of 10 Pages SCHEDULE A =========== The name and present principal occupation or employment of each executive officer and member of DDJ Capital Management, LLC and each director of the DDJ Affiliates are set forth below. The business address of each person and the address of the corporation or organization in which such employment is conducted is 141 Linden Street, Suite 4, Wellesley, MA 02482-7910, except that the principal address of DDJ Overseas Corporation, Kepler Overseas Corp., Mr. Austin and Mr. Hunter is set forth in Item 2. Mr. Breazzano and Ms. Mencher are U. S. citizens. Mr. Austin and Mr. Hunter are Cayman Islands citizens. NAME PRINCIPAL OCCUPATION OR EMPLOYMENT ===== ======================================= David J. Breazzano Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC and DDJ Copernicus, LLC Judy K. Mencher Principal of DDJ Capital Management, LLC, DDJ Galileo, LLC, DDJ Copernicus, LLC, Vice President of DDJ Overseas Corporation and Director of Kepler Overseas Corp. Michael Austin Director of DDJ Overseas Corporation, Director of Kepler Overseas Corp.; Corporate Director Dennis Hunter Director of Kepler Overseas Corporation; Managing Director of Queensgate Bank SCHEDULE 13D CUSIP No. 431692102 Page 10 of 10 Pages SCHEDULE B =========== Hills Stores Company ====================== Set forth below is an itemization of all purchases and sales of Shares of Common Stock since November 3, 1998. The transactions were made for cash in open market transactions. TYPE: PURCHASE AGGREGATE DATE OR SALE SHARES PRICE 11/3/98 SALE (50,000) $67,247.70 11/4/98 SALE (100,000) $134,495.41 11/5/98 SALE (55,600) $71,715.99 -----END PRIVACY-ENHANCED MESSAGE-----