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Exhibit 4
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AMENDMENT TO RIGHTS AGREEMENT
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AMENDMENT dated as of October 18, 1995, between HILLS STORES
COMPANY, a Delaware corporation (the "Company"), and 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 (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 the 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
agreements herein set forth, the parties hereby agree as follows:
SECTION 1. Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Rights Agreement.
SECTION 2. The definition of "BENEFICIAL OWNER", "BENEFICIALLY
OWN" and "BENEFICIAL OWNERSHIP" on pages 2 and 3 of the Rights Agreement
are deleted in their entirety, and the following is
substituted therefor:
"A Person shall be deemed the `BENEFICIAL OWNER' of, and shall
be deemed to `BENEFICIALLY OWN', and shall be deemed to have
`BENEFICIAL OWNERSHIP' of, any securities:
(i) which such Person or any of such Person's Affiliates or
Associates is deemed to "beneficially own" within the meaning
of Section 13(d) of the Exchange Act or Rule 13d-3 of the General
Rules and Regulations
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promulgated thereunder, in each case as in effect on the date
of this Rights Agreement; or
(ii) which such Person or any such Person's Affiliates or
Associates has (A) the right to acquire (whether such right is
exercisable immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding (written
or oral), or upon the exercise of conversion rights, exchange
rights, rights (other than the Rights), warrants or options, or
otherwise; PROVIDED, HOWEVER, that a Person shall not be deemed the
Beneficial Owner of, or to beneficially own, or to have Beneficial
Ownership of, securities tendered pursuant to a tender or
exchange offer made by or on behalf of such Person or any of such
Person's Affiliates or Associates until such tendered securities
are accepted for purchase or exchange thereunder, or (B) the right
to vote pursuant to any agreement, arrangement or understanding
(written or oral); PROVIDED, HOWEVER, that a Person shall not
be deemed the Beneficial Owner of, or to beneficially own, any
security if (1) the agreement, arrangement or understanding
(written or oral) to vote such security arises solely from a
revocable proxy or consent given to such Person pursuant to a
definitive proxy statement filed with the Securities and
Exchange Commission and otherwise in accordance with, the
applicable rules and regulations under the Exchange Act and
(2) the beneficial ownership of such security is not also
then reportable on Schedule 13D under the Exchange Act (or any
comparable or successor report); or
(iii) which are beneficially owned, directly or
indirectly, by any other Person with which such Person or any of
such Person's Affiliates or Associates has any agreement,
arrangement or understanding (whether written or oral) for the
purpose of acquiring, holding, voting (except pursuant to a
revocable proxy as described in clause (ii)(B) of this
definition) or disposing of any securities of the Company;
PROVIDED, HOWEVER, that a Person shall not be deemed the Beneficial Owner
of, or to beneficially own, any security owned by any other Person, or
any of such other Person's
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Affiliates or Associates, solely by reason of engaging in communications
involving (A) the sharing of information with such other Person or
(B) preliminary discussions regarding the possibility of entering into
agreements, arrangements or understandings of the type described in
clause (iii) above or in Rule 13d-5 of the General Rules and
Regulations promulgated under the Exchange Act ("Rule 13d-5") until
such time as those communications actually result in such
Person entering into such an agreement, arrangement or understanding;
and PROVIDED, FURTHER, that a Person shall not be deemed the Beneficial
Owner of, or to beneficially own, any security owned by any other
Person, or any of such other Person's Affiliates or Associates, by reason
of an agreement, arrangement or understanding of the type described in
clause (iii) above or Rule 13d-5 if such agreement, arrangement or
understanding was entered into with the prior authorization of the Board
of Directors of the Company.
Notwithstanding the foregoing, nothing contained in this definition
shall cause a Person ordinarily engaged in business as an underwriter of
securities to be the `Beneficial Owner' of, or to `beneficially own',
any securities acquired in a bona fide firm commitment underwriting
pursuant to an underwriting agreement with the Company."
SECTION 3. The definition of "OWNERSHIP THRESHOLD" is deleted
in its entirety and the following is substituted therefor:
"`OWNERSHIP THRESHOLD' shall mean, with respect to any Person,
Beneficial Ownership of 20% of the aggregate of the classes of Capital
Shares at any time outstanding."
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SECTION 4. Except as expressly modified by this Amendment, the
Rights Agreement shall remain in full force and effect.
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:___________________________
Name:
Title:
CHEMICAL BANK, as Rights Agent
By:___________________________
Name:
Title:
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