SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT No. 1
(Mark One)
[ X ] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1994
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from to .
Commission file number 33-48862
HOMELAND HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 73-1311075
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 N.E. 36th Street
Oklahoma City, Oklahoma 73105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (405) 557-5500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X] (Not applicable to registrant)
State the aggregate market value of the voting stock held by non-
affiliates of the registrant: There is no established public trading market for
the voting stock of Homeland Holding Corporation.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of April 14, 1995:
Homeland Holding Corporation
Class A Common Stock, including redeemable common stock: 34,288,200 shares
Class B Common Stock: None
Documents incorporated by reference: None.
HOMELAND HOLDING CORPORATION
FORM 10-K/A
AMENDMENT No. 1
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
TABLE OF CONTENTS
Page
EXPLANATION........................................ 1
SIGNATURES......................................... II-1
EXHIBIT INDEX...................................... E-1
Exhibit 10s.6
i
HOMELAND HOLDING CORPORATION
FORM 10-K/A
AMENDMENT No. 1
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
Explanation
This Amendment No. 1 to the Form 10-K/A is being filed
because Exhibit 10s.6 "1994 Homeland Management Incentive
Plan" did not get transmitted correctly through EDGAR when
originally filed.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HOMELAND HOLDING CORPORATION
Date: May 8, 199 By: James A. Demme
James A. Demme, President
EXHIBIT INDEX
Exhibit No. Description
3a Restated Certificate of Incorporation of
Homeland Holding Corporation ("Holding"), dated
August 2, 1990. (Incorporated by reference to
Exhibit 3a to Form 10-Q for quarterly period
ended September 8, 1990)
3b By-laws of Holding, as amended and restated on
November 14, 1989 and further amended on
September 23, 1992. (Incorporated by reference
to Exhibit 3b to Form 10-Q for quarterly period
ended June 19, 1993)
3c Restated Certificate of Incorporation of
Homeland Stores, Inc. ("Homeland"), dated March
2, 1989. (Incorporated by reference to Exhibit
3c to Form 10-K for fiscal year ended December
31, 1988)
3d By-laws of Homeland, as amended and restated on
November 14, 1989 and further amended on
September 23, 1992. (Incorporated by reference
to Exhibit 3d to Form 10-Q for quarterly period
ended June 19, 1993)
4a Indenture, dated as of November 24, 1987, among
Homeland, The Connecticut National Bank ("CNB"),
as Trustee, and Holding, as Guarantor.
(Incorporated by reference to Exhibit 4a to Form
S-1 Registration Statement, Registration No.
33-22829)
4a.1 First Supplement to Indenture, dated as of
August 15, 1988, among Homeland, CNB and Holding.
(Incorporated by reference to Exhibit 4a.1 to
Form S-1 Registration Statement, Registration No.
33-22829)
4b Purchase Agreement, dated November 24, 1987,
among Homeland, Holding and initial purchasers of
Subordinated Notes. (Incorporated by reference
to Exhibit 4b to Form S-1 Registration Statement,
Registration No. 33-22829)
4c Form of Registration Rights Agreement, dated as
of November 24, 1987, among Homeland, Holding and
initial purchasers of Subordinated Notes.
(Incorporated by reference to Exhibit 4c to Form
S-1 Registration Statement, Registration No.
33-22829)
4d Indenture, dated as of March 4, 1992, among
Homeland, United States Trust Company of New York
("U.S.Trust"), as Trustee, and Holding, as
Guarantor. (Incorporated by reference to Exhibit
4d to form 10-K for fiscal year ended December
28, 1991)
4d.1 First Supplement to Indenture, dated as of June
17, 1992, among Homeland, Holding and U.S. Trust.
(Incorporated by reference to Exhibit 4d.1 to
Form S-1 Registration Statement, Registration No.
33-48862)
4d.3 Partial Release of Collateral, dated as of May
22, 1992, by U.S. Trust, as Collateral Trustee,
in favor of Homeland. (Incorporated by reference
to Exhibit 4d.3 to Form S-1 Registration
Statement, Registration No. 33-48862)
4e Form of Purchase Agreement, dated as of March
4, 1992, among Homeland and initial purchasers of
Senior Notes. (Incorporated by reference to
Exhibit 4e to Form 10-K for fiscal year ended
December 28, 1991)
4f Form of Registration Rights Agreement, dated as
of March 4, 1992, among Homeland and the initial
purchasers of Senior Notes. (Incorporated by
reference to Exhibit 4f to Form 10-K for fiscal
year ended December 28, 1991)
10a Asset Purchase Agreement, dated as of September
15, 1987. (Incorporated by reference to Exhibit
10a to Form S-1 Registration Statement,
Registration No. 33-22829)
10b First Amendment to Asset Purchase Agreement,
dated November 24, 1987. (Incorporated by
reference to Exhibit 10b to Form S-1 Registration
Statement, Registration No. 33-22829)
10c Stock Subscription Agreement, dated as of
November 24, 1987, between Holding and The
Clayton & Dubilier Private Equity Fund III
Limited Partnership. (Incorporated by reference
to Exhibit 10c to Form S-1 Registration
Statement, Registration No. 33-22829)
10e Purchase Agreement for Safeway Brand Products,
dated as of November 24, 1987, between Homeland
and Safeway. (Incorporated by reference to
Exhibit 10e to Form S-1 Registration Statement,
Registration No. 33-22829)
10f Manufacturing and Supply Agreement, dated as of
November 24, 1987, between Homeland and Safeway.
(Incorporated by reference to Exhibit 10f to
Form S-1 Registration Statement, Registration No.
33-22829)
10g Form of Common Stock Purchase Agreement, dated
November 24, 1987, between Holding and certain
institutional investors. (Incorporated by
reference to Exhibit 10g to Form S-1 Registration
Statement, Registration No. 33-22829)
10h (1) Form of Management Stock Subscription
Agreement, dated as of October 20, 1988, between
Holding and the purchasers named therein,
involving purchase of Holding common stock for
cash. (Incorporated by reference to Form 10-K
for fiscal year ended December 31, 1988)
10h.1 (1) Form of Management Stock Subscription
Agreement, dated as of October 20, 1988, between
Holding and the purchasers named therein,
involving purchase of Holding common stock using
funds held under purchasers' individual
retirement accounts. (Incorporated by reference
to Form 10-K for fiscal year ended December 31,
1988)
10h.2 (1) Form of Management Stock Subscription
Agreement, dated as of November 29, 1989, between
Holding and the purchasers named therein,
involving purchase of Holding common stock for
cash. (Incorporated by reference to Form 10-K
for fiscal year ended December 30, 1989)
10h.3 (1) Form of Management Stock Subscription
Agreement, dated as of November 29, 1989, between
Holding and the purchasers named therein,
involving purchase of Holding common stock using
funds held under purchasers' individual
retirement accounts. (Incorporated by reference
to Form 10-K for fiscal year ended December 30,
1989)
10h.4 (1) Form of Management Stock Subscription
Agreement dated as of August 14, 1990, between
Holding and the purchasers named therein,
involving purchase of Holding common stock for
cash. (Incorporated herein by reference to
Exhibit 10h.4 to Form 10-K for fiscal year ended
December 29, 1990)
10h.5 (1) Form of Management Stock Subscription
Agreement dated as of August 14, 1990, between
Holding and the purchasers named therein,
involving purchase of Holding common stock using
funds held under purchasers' individual
retirement accounts. (Incorporated herein by
reference to Exhibit 10h.5 to Form 10-K for
fiscal year ended December 29, 1990)
10i.1 Form of Registration and Participation
Agreement, dated as of November 24, 1987, among
Holding, The Clayton & Dubilier Private Equity
Fund III Limited Partnership, and initial
purchasers of Common Stock. (Incorporated by
reference to Exhibit 10i to Form S-1 Registration
Statement, Registration No. 33-22829)
10i.2 1990 Registration and Participation Agreement
dated as of August 13, 1990, among Homeland
Holding Corporation, Clayton & Dubilier Private
Equity Fund IV Limited Partnership and certain
stockholders of Homeland Holding Corporation.
(Incorporated by reference to Exhibit 10y to Form
10-Q for quarterly period ended September 8,
1990)
10i.3 Form of Store Managers Stock Purchase
Agreement. (Incorporated by reference to Exhibit
10z to Form 10-Q for quarterly period ended
September 8, 1990)
10j Indenture, dated as of November 24, 1987.
(Incorporated by reference to Exhibit 10j to Form
S-1 Registration Statement, Registration No.
33-22829)
10j.1 First Supplement to Indenture, dated as of
August 15, 1988. (Incorporated by reference to
Exhibit 10j.1 to Form S-1 Registration Statement,
Registration No. 33-22829)
10k Form of Purchase Agreement, dated November 24,
1987, among Homeland, Holding and initial
purchasers of Subordinated Notes (Filed as
Exhibit 4b). (Incorporated by reference to
Exhibit 10k to Form S-1 Registration Statement,
Registration No. 33-22829)
10l Form of Registration Rights Agreement, dated as
of November 24, 1987, among Homeland, Holding and
initial purchasers of Subordinated Notes.
(Incorporated by reference to Exhibit 10l to Form
S-1 Registration Statement, Registration No.
33-22829)
10q (1) Homeland Profit Plus Plan, effective
as of January 1, 1988. (Incorporated by
reference to Exhibit 10q to Form S-1 Registration
Statement, Registration No. 33-22829)
10q.1 (1) Homeland Profit Plus Plan, effective
as of January 1, 1989 (Incorporated by reference
to Exhibit 10q.1 to Form 10-K for the fiscal year
ended December 29, 1990)
10r Homeland Profit Plus Trust, dated March 8,
1988, between Homeland and the individuals named
therein, as Trustees. (Incorporated by reference
to Exhibit 10r to Form S-1 Registration
Statement, Registration No. 33-22829)
10r.1 Homeland Profit Plus Trust, dated January 1,
1989, between Homeland and Bank of Oklahoma,
N.A., as Trustee (Incorporated by reference to
Exhibit 10r.1 to Form 10-K for the fiscal year
ended December 29, 1990)
10s (1) 1988 Homeland Management Incentive
Plan. (Incorporated by reference to Exhibit 10s
to Form S-1 Registration Statement, Registration
No. 33-22829)
10s.1 (1) 1989 Homeland Management Incentive
Plan. (Incorporated by reference to Exhibit
10s.1 to Form 10-K for fiscal year ended December
31, 1988)
10s.2 (1) 1990 Homeland Management Incentive
Plan. (Incorporated by reference to Exhibit
10s.2 to Form S-1 Registration Statement,
Registration No. 33-48862)
10s.3 (1) 1991 Homeland Management Incentive
Plan. (Incorporated by reference to Exhibit
10s.3 to Form S-1 Registration Statement,
Registration No. 33-48862)
10s.4 (1) 1992 Homeland Management Incentive
Plan. (Incorporated by reference to Exhibit
10s.4 to Form S-1 Registration Statement,
Registration No. 33-48862)
10s.5 (1) 1993 Homeland Management Incentive Plan.
(Incorporated by reference to Exhibit 10s.5 to
Form 10-K for fiscal year ended January 1, 1994)
10s.6* (1) 1994 Homeland Management Incentive Plan.
10t (1) Form of Homeland Employees' Retirement Plan,
effective as of January 1, 1988. (Incorporated
by reference to Exhibit 10t to Form S-1
Registration Statement, Registration No.
33-22829)
10t.1 (1) Amendment No. 1 to Homeland Employees'
Retirement Plan effective January 1, 1989.
(Incorporated herein by reference to Form 10-K
for fiscal year ended December 30, 1989)
10t.2 (1) Amendment No. 2 to Homeland Employees'
Retirement Plan effective January 1, 1989.
(Incorporated herein by reference to Form 10-K
for fiscal year ended December 30, 1989)
10t.3 (1) Third Amendment to Homeland Employees'
Retirement Plan effective as of January 1, 1988.
(Incorporated herein by reference to Exhibit
10t.3 to Form 10-K for fiscal year ended December
29, 1990)
10t.4 (1) Fourth Amendment to Homeland Employees'
Retirement Plan effective as of January 1, 1989.
(Incorporated herein by reference to Exhibit
10t.4 to Form 10-K for the fiscal year ended
December 28, 1991)
10u (1) Employment Agreement, dated as of January 11,
1988, between Homeland and Jack M. Lotker.
(Incorporated by reference to Exhibit 10u to Form
S-1 Registration Statement, Registration No. 33-
22829)
10v UFCW Stock Appreciation Rights Plan of
Homeland. (Incorporated by reference to Exhibit
10v to Form 10-Q for quarterly period ended March
25, 1989)
10v.1 Stock Appreciation Rights Plan of Homeland for
Non-Union Employees. (Incorporated by reference
to Exhibit 10v.1 to Form 10-Q for quarterly
period ended March 25, 1989)
10v.2 Teamsters Stock Appreciation Rights Plan of
Homeland. (Incorporated by reference to Exhibit
10v.2 to Form S-1 Registration Statement,
Registration No. 33-48862)
10v.3 BC&T Stock Appreciation Rights Plan of
Homeland. (Incorporated by reference to Exhibit
10v.3 to Form S-1 Registration Statement,
Registration No. 33-48862)
10w (1) Employment Agreement, dated as of September
26, 1989, between Homeland and Max E. Raydon.
(Incorporated by reference to Exhibit 10w to Form
10-Q for quarterly period ended September 9,
1989)
10x Indemnification Agreement, dated as of August
14, 1990, among Holding, Homeland, Clayton &
Dubilier, Inc. and The Clayton & Dubilier Private
Equity Fund III Limited Partnership.
(Incorporated by reference to Exhibit 10x to Form
10-Q for quarterly period ended September 8,
1990)
10y Indenture, dated as of March 4, 1992, among
Homeland, United States Trust Company of New
York, as Trustee, ("U.S. Trust") and Holding, as
Guarantor. (Filed as Exhibit 4d)
10y.1 First Supplement to Indenture, dated as of
June 17, 1992, among Homeland, Holding and U.S.
Trust. (Filed as Exhibit 4d.1)
10z Form of Purchase Agreement, dated as of March
4, 1992, among Homeland, Holding and the initial
purchasers of Senior Notes. (Filed as Exhibit
4e).
10aa Form of Registration Rights Agreement,
dated as of March 4, 1992, among Homeland and the
initial purchasers of Senior Notes. (Filed as
Exhibit 4f).
10bb Form of Parent Pledge Agreement, dated as
of March 4, 1992, made by Holding in favor of
U.S. Trust, as collateral trustee for the holders
of the Senior Notes. (Incorporated by reference
to Exhibit 10bb to Form 10-K for the fiscal year
ended December 28, 1991)
10cc Revolving Credit Agreement, dated as of
March 4, 1992, among Homeland, Holding, Union
Bank of Switzerland, New York Branch, as Agent
and lender, and any other lenders and other
financial institutions thereafter parties
thereto. (Incorporated by reference to Exhibit
10cc to Form 10-K for the fiscal year ended
December 28, 1991)
10cc.1 Letter Waiver (Truck Sale), dated as of
May 19, 1992, among Homeland, Holding, UBS, as
agent, and the other lenders and financial
institutions parties to the Revolving Credit
Agreement. (Incorporated by reference to Exhibit
10cc.1 to Form S-1 Registration Statement,
Registration No. 33-48862)
10cc.2 Form of Amendment Agreement, dated as of
June 15, 1992, among Homeland, Holding, UBS, as
agent, and the other lenders and financial
institutions parties to the Revolving Credit
Agreement. (Incorporated by reference to Exhibit
10cc.2 to Form S-1 Registration Statement,
Registration No. 33-48862)
10cc.3 Form of Second Amendment Agreement, dated
as of September 23, 1992, among Homeland,
Holding, UBS, as agent, and the other lenders and
financial institutions parties to the Revolving
Credit Agreement. (Incorporated by reference to
Exhibit 10cc.3 to Form S-1 Registration
Statement, Registration No. 33-48862)
10cc.4 Third Amendment Agreement, dated as of
February 10, 1993, among Homeland, Holding, UBS,
as agent, and the other lenders and financial
institutions parties to the Revolving Credit
Agreement.
10cc.5 Fourth Amendment Agreement, dated as of
June 8, 1993, among Homeland, Holding, UBS, as
agent, and the other lenders and financial
institutions parties to the Revolving Credit
Agreement. (Incorporated by reference to Exhibit
10cc.5 to Form 10-Q for the quarterly period
ended June 19, 1993)
10cc.6 Fifth Waiver and Amendment Agreement,
dated as of April 14, 1994, among Homeland,
Holding, UBS, as agent, and the other lenders and
financial institutions parties to the Revolving
Credit Agreement. (Incorporated by reference to
Exhibit 10cc.6 to Form 10-K for the fiscal year
ended January 1, 1994)
10cc.7* Sixth Waiver and Amendment Agreement,
dated as of February 7, 1995, among Homeland,
Holding, UBS, as agent, and the other lenders and
financial institutions parties to the Revolving
Credit Agreement.
10dd Agreement for Systems Operations
Services, effective as of October 1, 1991,
between Homeland and K-C Computer Services, Inc.
(Incorporated by reference to Exhibit 10dd to
Form 10-K for the fiscal year ended December 28,
1991)
10dd.1 Amendment No. 1 to Agreement for Systems
Operations Services, dated as of September 10,
1993, between Homeland and K-C Computer Services,
Inc. (Incorporated by reference to Exhibit 10dd.1
to Form 10-K for the fiscal year ended January 1,
1994)
10ee Form of Indemnification Agreement, dated
as of March 4, 1992, among Homeland, Holding,
Clayton & Dubilier, Inc., The Clayton & Dubilier
Private Partnership Equity Fund III Limited
Partnership, and The Clayton & Dubilier Private
Equity Fund IV Limited Partnership.
(Incorporated by reference to Exhibit 10ee to
Form 10-K for the fiscal year ended December 28,
1991)
10ff Product Transportation Agreement, dated
as of March 18, 1992, between Homeland and Drake
Refrigerated Lines, Inc. (Incorporated by
reference to Exhibit 10ff to Form 10-K for the
fiscal year ended December 28, 1991)
10gg Assignment and Pledge Agreement, dated
March 5, 1992, made by Homeland in favor of
Manufacturers Hanover Trust Company.
(Incorporated by reference to Exhibit 10gg to
Form 10-K for the fiscal year ended December 28,
1991)
10hh Transportation Closure Agreement Summary,
dated May 28, 1992, between Homeland and the
International Brotherhood of Teamsters,
Chauffeurs, Warehousemen and Helpers of America.
(Incorporated by reference to Exhibit 10hh to
Form S-1 Registration Statement, Registration No.
33-48862)
10ii (1) Description of terms of employment with
Mark S. Sellers. (Incorporated by reference to
Exhibit 10ii to Form 10-K for the fiscal year
ended January 2, 1993)
10jj (1) Settlement Agreement, dated as of July
26, 1993, between Homeland and Donald R. Taylor.
(Incorporated by reference to Exhibit 10jj to
Form 10-K for the fiscal year ended January 1,
1994)
10kk (1) Executive Officers Medical/Life Insurance
Benefit Plan effective as of December 9, 1993.
(Incorporated by reference to Exhibit 10kk to
Form 10-K for the fiscal year ended January 1,
1994)
10ll (1) Employment Agreement, dated as of August
11, 1994, between Homeland and Max E. Raydon.
(Incorporated by reference to Exhibit 10ll to
Form 10-Q for the quarterly period ended
September 10, 1994)
10mm (1) Employment Agreement, dated as of August
11, 1994, between Homeland and Jack M. Lotker.
(Incorporated by reference to Exhibit 10mm to
Form 10-Q for the quarterly period ended
September 10, 1994)
10nn (1) Employment Agreement, dated as of August
11, 1994, between Homeland and Steve Mason.
(Incorporated by reference to Exhibit 10nn to
Form 10-Q for the quarterly period ended
September 10, 1994)
10oo (1) Employment Agreement, dated as of August
11, 1994, between Homeland and Al Fideline.
(Incorporated by reference to Exhibit 10oo to
Form 10-Q for the quarterly period ended
September 10, 1994)
10pp Letter of Intent, executed on November
30, 1994, between Homeland and Associated
Wholesale Grocers, Inc. (Incorporated by
reference to Exhibit 10pp to Form 8-K dated
November 29, 1994)
10pp.1* Asset Purchase Agreement, dated as of
February 6, 1995, between Homeland and Associated
Wholesale Grocers, Inc.
10qq Solicitation Statement, dated April 4,
1995. (Incorporated by reference to Exhibit 10qq
to Form 8-K dated April 4, 1995)
10rr* (1) Employment Agreement, dated as of November 22,
1994, between Homeland and James A. Demme.
10ss* (1) Settlement Agreement, dated as of December 31,
1994, between Homeland and Max E. Raydon.
10tt* (1) Employment Agreement, dated as of January 30,
1995, between Homeland and Mark S. Sellers.
22 Subsidiaries. (Incorporated by reference to
Exhibit 22 to Form S-1 Registration Statement,
Registration No. 33-22829)
24* Consent of Coopers & Lybrand, L.L.P.
27* Financial Data Schedule.
99a Press release issued by Homeland on November
30, 1994. (Incorporated by reference to Exhibit
99a to Form 8-K dated November 29, 1994)
99b Unaudited Summary Financial Data for the 52
weeks ended December 31, 1994. (Incorporated by
reference to Exhibit 99b to Form 8-K dated
November 29, 1994)
II-1
E-2
II-1
Exhibit No. Description
E-3
Exhibit No. Description
(1) Management contract or compensatory plan.
Exhibit No. Description
(1) Management contract or compensatory plan.
Exhibit No. Description
* Filed herewith.
(1) Management contract or compensatory plan.
Exhibit No. Description
(1) Management contract or compensatory plan.
Exhibit No. Description
E-13
Exhibit No. Description
* Filed herewith.
Exhibit No. Description
(1) Management contract or compensatory plan.
Exhibit No. Description
E-11
Exhibit No. Description
* Filed herewith.
(1) Management contract or compensatory plan.
HOMELAND STORES, INC.
1994 TOTAL COMPANY
FISCAL 1994 PERFORMANCE BONUS PLAN
AS OF 5-19-94
PAGE & SECTION
PACKAGE CONTENTS: NUMBER:
o General Assumptions for Fiscal 1994 1
Cash Bonus Plan Proposal.
o Total Company Fiscal 1994 Bonus Plan 2
Matrix: Cash Bonus and Minimum
Company Performance Levels Required.
o Cash Bonus Level Categories & "%" Payout 3-1 to 3-3
and Number of People Eligible (based on
performance of Company)
o Retail Stores Bonus Plan 4-1 to 4-2
(INDEX PAGE)
(LK-MATRIX4A/fw)
Homeland Stores, Inc.
Fiscal 1994 Performance Bonus Plan
as of 5-19-94
GENERAL ASSUMPTIONS/REQUIREMENTS:
o Anticipated minimum cash bonus payout is approximately $2.9m
for fiscal 1994: Store bonus of $1.450m and management
(Headquarters and Warehouse) of $1.450m at 1994 pre-bonus EBIT
of $22.8m.
o Incremental sharing of increased EBIT will be up to 40% of the
profit improvement until the original refinancing numbers are
achieved for fiscal 1994 (after Bonus EBIT of $31.4m).
o Only those employees who are still actively employed at the
time of payout for the cash awards based on fiscal 1994
results will receive the awards. No prorates to anyone who
leaves prior to award distribution except for those that have
received prior approval from the Compensation Committee of the
Board of Directors.
o In the event of a change of control (as defined in the Credit
Agreement and Senior Note Indenture), the annual cash bonus
will be awarded under the assumption that the annual plan is
met and particpants will be required to stay through the
Retention Period, as defined in the Retention Plan, in order
to receive any additional payments.
o Bonus, including any discretionary amount, will be paidout to
participants on a quarterly basis execpt in
the event of a change in control, any amount
due will be paid as soon as practical.
1
Homeland Stores, Inc.
Fiscal 1994 Performance Bonus Plan
as of 5-19-94
TOTAL COMPANY FISCAL 1994 BONUS PLAN MATRIX:
(A) (B) ($00 000)
FINANCIAL
AREA/CRITER
IA
BONUS $
BASE @
EBIT OF:
INCREMEN
TAL
BONUS
$'S
@ EBIT
OF:
INCREMENT
AL
BONUS $'S
@ EBIT
OF:
(52)
WEEKS
FISCAL
1993
ACTUAL
EBIT $
(PRE-BONUS)
22.8
22.8
TO
36.8
36.8
UP
22.8
EBITDA $
(PRE-BONUS)
38.1
38.1
TO
53.1
53.1
UP
38.1
CASH
BONUS $'S
2.9
2.9
TO
5.4
5.4
UP
2.9
EBIT $
(AFTER
BONUS)
19.9
19.9
TO
31.4
31.4
UP
19.9
EBITDA $
(AFTER
BONUS)
35.2
35.2
TO
46.8
46.8
UP
35.2
CASH BONUS
$'S AS A %
OF
PRE-BONUS
EBITDA
-
7.1%
TO
10.2%
10.3%
UP
7.6%
CASH BONUS
% "SHARING"
OF
INCREMENTAL
PRE-BONUS
EBITDA $
-0-
UP TO
40%
UP TO
60%
N/A
2
Homeland Stores, Inc.
Fiscal 1994 Performance Bonus Plan
as of 5-19-94
CASH BONUS LEVEL CATEGORIES & " %" PAYOUT: "%" X SALARY
(A) (B)
BONUS
CATEGORY
(2):
# OF
PEOPLE
ELIGIBL
E
1994
PRE-
BONUS
EBIT
1994
PRE-
BONUS
EBIT
1993
TARGET
%
BONUS
Officers
(*)1
8
100/50
100/100
100/50
(A) (B)
BONUS
CATEGORY
(3):
# OF
PEOPLE
ELIGIBL
E
1994
PRE-
BONUS
EBIT
1994
PRE-
BONUS
EBIT
1993
TARGET
%
BONUS
. Directors
(*)2
25
50/10
50/20
40
3-1
Homeland Stores, Inc.
Fiscal 1994 Performance Bonus Plan
as of 5-19-94
CASH BONUS LEVEL CATEGORIES & "%" PAYOUT: "%" X SALARY
(A) (B)
BONUS
CATEGORY
(4):
# OF
PEOPLE
ELIGIBL
E
1994
PRE-
BONUS
EBIT
1994
PRE-
BONUS
EBIT
1993
TARGET
%
BONUS
. HQ, Whse.
Managers
24
15
30
10
(A) (B)
BONUS
CATEGORY (5):
# OF
PEOPLE
ELIGIBL
E
1994
PRE-
BONUS
EBIT
1994
PRE-
BONUS
EBIT
1993
TARGET
%
BONUS
. Other HQ,
Whse
Supervisors
(*)3
81
5
10
5
(A) (B)
BONUS
CATEGORY
OTHER (6):
# OF
PEOPLE
ELIGIBL
E
1994
PRE-
BONUS
EBIT
1994
PRE-
BONUS
EBIT
1993
TARGET
%
BONUS
. District
Managers
6
(SEE
DIST.MGR
SEPARATE
PLAN)
. Store
Managers
112
(SEE STORE
SEPARATE
PLAN)
. Assistant
Store Managers
# 1
115
(SEE STORE
SEPARATE
PLAN)
. Assistant
Store
Managers # 2
44
(SEE STORE
SEPARATE
PLAN)
. Pharmacy
Managers
55
(SEE
PHARMACY
SEPARATE
PLAN)
. Assistant
Pharmacy
Mgrs.
40
(SEE
PHARMACY
SEPARATE
PLAN)
. Other (*)5
1
50
50
50
3-2
Homeland Stores, Inc.
Fiscal 1994 Performance Bonus Plan
as of 5-19-94
CASH BONUS LEVEL CATEGORIES & "%" PAYOUT: "%" X SALARY
(A) (B)
BONUS
CATEGORY
TOTAL:
# OF
PEOPLE
ELIGIB
LE
1994
PRE-
BONUS
EBIT
1994
PRE-
BONUS
EBIT
1993
TARGET
%
BONUS
TOTAL COMPANY CASH
BONUS $'S AVAILABLE
511
$2.9m
to
$5.4m
$5.4m
up
-
(*)1 Mary Mikkelson (Chief Accounting Officer, Asst. Secretary &
Treasurer), Prentess Alletag (Vice President, Human
Resources), Chester Misialek (Vice President, Distribution and
Transportation) and Al Fideline (Vice President, Retail
Operations).
(*)2 Directors at Headquarters and Warehouse.
(*)3 Headquarters and Warehouse Supervisors will be selected to
participate based on job responsibilities and quantifiable
goals.
(*)4 100/50 and 100/100, et al, means that 100% would be paid for
in the target in fiscal 1994. 50% or 100% would be paid for
incremental improvement for above-plan performance in 1994. In
the event of a change of control, the incremental incentive
would be paid out at that time based on actual vs plan and
using the same ratio for the full fiscal year.
(*)5 Don Taylor
(*)6 Incremental bonus level for 1993 at 100/50 and 100/100 is the
same as note (*)4 for 1994.
Note: Except for numbers of people eligible, EBITDA (in "m") and
those otherwise indicated, all other numbers are as a % of salary.
3-3
STORE MANAGERS, ASSISTANT STORE MANAGERS,
PHARMACY MANAGERS AND ASSISTANT PHARMACY MANAGERS
1994 PERFORMANCE INCENTIVE PLAN SUMMARY
AS OF 2-7-94
ELIGIBILITY:
All Store Managers, Assistant Store Managers, Pharmacy
Managers and Assistant Pharmacy Managers are eligible to
participate in the Plan. In order to receive a payout from the
Plan, each participant must be actively employed in the position at
the time of payment. However, no bonus will be paid unless the
total company achieves or is expected to achieve its after bonus
EBIT Plan for fiscal 1994.
PERFORMANCE INCENTIVE BONUS:
Individual stores are required to achieve not less than 97.0%
of its Store Controllable Profit target before the following
applies:
1. 0.4% of Store Controllable Profit.
II. If the store meets or exceeds its Store Controllable Profit
target, then an additional annual incentive will be earned
based on the average weekly sales volume of the store for the
period in which the bonus is paid.
AVERAGE ADDITIONAL
WEEKLY SALES ANNUAL INCENTIVE
Less than $100,000 $ 2,000
$100,000 to $159,999 $ 4,000
$160,000 to $199,999 $ 8,000
$200,000 $10,000
III. PERCENTAGE OF BASE SALARY
Wage, Benefit and Indirect 6.0%
Employee Cost Plan
Supplies and Returned Check Plan 1.0%
Total Markdown % Plan 1.5%
Workers Comp. and G/L Incident/
Dollar Plan 1.5%
Total: 10.0% of Base Salary
4-1
PERFORMANCE INCENTIVE AWARD PAYMENT:
The incentive (the sum of I, II, and III) will be paid out
quarterly based on actual results vs. plan with the final payment
made as soon as practical after the close of the fiscal year. Each
quarterly payment will have 10% withheld until the final year-end
payment is made.
NOTE: As in the past, First Assistant Store Managers will
receive 10% of the Store Manager's Bonus and Second Assistant
Store Managers will receive 5% of the Store Manager's Bonus.
TRANSFERS AND NEW HIRES:
Store Managers shall receive a pro-rata portion of bonus from
the previous store and a pro-rata portion from the new store based
on length of time assigned to each within the bonus period.
Assistant Store Manager's bonus is based on the store last assigned
to at the end of the bonus period. Newly eligible or new hires
will have their bonus pro-rated based on length of time in their
current position.
PHARMACY SALES BONUS:
Pharmacy management will be paid a bonus based on their sales
volume:
Pharmacy Managers: 0.60% of Sales
Assistant Pharmacy Managers: 0.45% of Sales
This incentive will be paid out on a quarterly basis, one
quarter in arrears, and is independent of the Corporate EBIT
performance.
4-2
