WASHINGTON -- Hills Stores Co., which has already tried a poison pill and a letter to shareholders to stymie a bid by investment company Dickstein & Co. LP to take control of Hills' board, tried doing it by the numbers Tuesday -- same-store sales numbers so far this year, that is.

The discount department store, based in Canton, Mass., said its 7.1 percent same-store sales gain for the six months ended July 30 proved the current management and board were doing their job.

In a definitive proxy filing with the Securities and Exchange Commission, Hills said it has "an exceptionally strong management team which has worked closely with the current board to develop an operating strategy that is producing positive results."

In the filing, Hills also said the four new directors Dickstein has proposed would be "committed to Dickstein's own interests," and among those who would be replaced were three independent and experienced directors who are "dedicated to working for the interest of all shareholders." Three of Dickstein's proposed directors are currently members of Dickstein's management.

Dickstein is trying to take over the company, as reported.

Dickstein, which owns 12.6 percent of Hills' stock and 9.2 percent of its voting stock, has said if it is able to elect its directors, it will merge Hills into a holding company that would buy back about 5.5 million shares for $27 a share.

Hills said Apollo Capital Management, which is represented on Hills' board and has a 5.12 percent stake in Hills, and Thomas H. Lee, owner of a 5.17 percent stake of Hills' stock and chairman of Apollo, are "strongly opposed to the Dickstein solicitation."

-- Fairchild News Service

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