Ames Files With SEC to Launch Tender Offer for Hills Common, Preferred and Notes.ROCKY HILL Rocky Hill, town (1990 pop. 16,554), Hartford co., central Conn., a suburb of Hartford, on the Connecticut River; settled c.1650, inc. 1843. Chemical coatings and synthetic textiles are made there. Rocky Hill was an important river port from 1700 to 1820. , Conn.--(BUSINESS WIRE)--Nov. 18, 1998--Ames Department Stores, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : AMES) today filed with the Securities and Exchange Commission a Form 14D-1 and documents related to its previously announced offer to purchase all of the outstanding common and Series A convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". and the 12-1/2 % Senior Notes due 2003 of Hills Stores Company (NYSE NYSE See: New York Stock Exchange : HDS (Hitachi Data Systems, Santa Clara, CA, www.hds.com) A leading provider of high-end storage hardware, software and services. Part of the Information Systems & Telecommunications Division of Hitachi Ltd. ) pursuant to its merger agreement with Hills. According to the filing, Ames will offer: -- $1.50 per share for all outstanding common and preferred stock, under the condition that at least 60% of the outstanding shares of Hills are tendered. -- Total cash consideration of $550 per $1000 principal amount of the Notes. The cash consideration includes both accrued and unpaid interest, up to but not including the payment date, as well as a fee for the consent of the noteholders to a proposed waiver of certain Indenture provisions with respect to the Notes. A cash payment of $30 per $1000 principal amount of Notes is contingent on delivery of consents on or before the Consent Date, currently December 1. Unless the Consent Date is extended, the consent payment will be deducted for noteholders tendering after that time, reducing total cash consideration to $520 per $1000 principal amount. Should the tender offer be further extended so that the January 1 interest payment on the Notes is paid, that payment will also be deducted from the purchase price. At least 66-2/3% of the Notes must be tendered. -- A Deferred Contingent Cash Right related to any recovery from litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. claims against certain former directors of Hills. These rights will be divided as follows: 50% noteholders, 25% equity holders and 25% Ames. -more- Page 2 Ames said it will begin mailing documents related to the tender offer and solicitation to Hills securities' owners today. Bear, Stearns & Co. Inc. is acting as the dealer manager for the equity and debt tender offers. Any questions concerning the debt tender offer or solicitation of consents may be directed to Bear, Stearns & Co. Inc., Liability Management Group, at (877) 696-BEAR (toll free). Questions with respect to the equity tender offer can be directed to Bear, Stearns & Co. Inc., at (800) 513-BEAR (toll free). Requests for assistance to complete documents may be directed to D.F. King & Co., Inc., the Information Agent at (800) 755-3107 (toll free). With $2.2 billion in annual net sales Net Sales The amount a seller receives from the buyer after costs associated with the sale are deducted. Notes: This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight , Ames Department Stores, Inc. operates 301 stores in 14 Northeastern, Middle Atlantic and Midwestern states and the District of Columbia District of Columbia, federal district (2000 pop. 572,059, a 5.7% decrease in population since the 1990 census), 69 sq mi (179 sq km), on the east bank of the Potomac River, coextensive with the city of Washington, D.C. (the capital of the United States). . Ames is a full-line discount retailer, offering a broad range of merchandise categories including family apparel, housewares house·wares pl.n. Cooking utensils, dishes, and other small articles used in a household, especially in the kitchen. , 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. |
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