<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HOMELAND HOLDING CORPORATION
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
43739T104
(CUSIP Number)
Christopher E. Manno, Esq.
Willkie Farr & Gallagher
153 East 53rd Street
New York, New York 10022
(212) 821-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 11, 1997
(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 |_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
Page 1 of 15 Pages
Exhibit Index: Page 12
<PAGE>2
SCHEDULE 13D
CUSIP No. 43739T104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |x|
3 SEC Use Only
4 Source of Funds
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 476,043(1)
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 476,043(1)
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
476,043(1)
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
|_|
13 Percent of Class Represented By Amount in Row (11)
10.01%
14 Type of Reporting Person
OO, IA
- - ---------------
(1) See Item 5 herein.
<PAGE>3
SCHEDULE 13D
CUSIP No. 43739T104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |x|
3 SEC Use Only
4 Source of Funds
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 476,043(1)
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
476,043(1)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
476,043(1)
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
|_|
13 Percent of Class Represented By Amount in Row (11)
10.01%
14 Type of Reporting Person
IA
- - ----------------
(1) See Item 5 herein.
<PAGE>4
SCHEDULE 13D
CUSIP No. 43739T104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stanley F. Druckenmiller (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |x|
3 SEC Use Only
4 Source of Funds
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 476,043(1)
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
476,043(1)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
476,043(1)
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
|_|
13 Percent of Class Represented By Amount in Row (11)
10.01%
14 Type of Reporting Person
IA
- - -----------------
(1) See Item 5 herein.
<PAGE>5
Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to
shares of Common Stock, $0.01 par value per share (the "Common Stock"), of
Homeland Holding Corporation, a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 2601 Northwest
Expressway, Oil Center-East, Suite 1100, Oklahoma City, Oklahoma 73112. This
Statement is being filed by the Reporting Persons (as defined herein) to report
transactions in the Common Stock as a result of which each of the Reporting
Persons may be deemed to be the beneficial owners of in excess of 5% of the
total number of outstanding Common Stock.
Item 2. Identity and Background.
This Statement is being filed on behalf of Soros Fund
Management LLC ("SFM LLC"), a Delaware limited liability company, Mr. George
Soros ("Mr. Soros") and Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller," and
together with SFM LLC and Mr. Soros, the "Reporting Persons"). This Statement
relates to shares of Common Stock held for the accounts of Quantum Partners and
Quasar Partners (as defined herein).
SFM LLC has its principal office at 888 Seventh Avenue, 33rd
Floor, New York, New York 10106. Its principal business is to serve, pursuant to
contract, as the principal investment manager to several foreign investment
companies (the "SFM Clients"), including (i) Quantum Fund N.V., a Netherlands
Antilles company ("Quantum Fund"), and its principal operating subsidiary,
Quantum Partners LDC, a Cayman Islands exempted limited duration company
("Quantum Partners") and (ii) Quasar International Partners C.V., a Netherlands
Antilles limited partnership ("Quasar Partners"). Each of Quantum Fund, Quantum
Partners and Quasar Partners has its principal office at Kaya Flamboyan 9,
Willemstad, Curacao, Netherlands Antilles. SFM LLC's contracts with the SFM
Clients generally provide that SFM LLC is responsible for designing and
implementing the SFM Clients' overall investment strategies; for conducting
direct portfolio management strategies to the extent that SFM LLC determines
that it is appropriate to utilize its own portfolio management capabilities; for
selecting, evaluating and monitoring other investment advisors who manage
separate portfolios on behalf of the SFM Clients; and for allocating and
reallocating the SFM Clients' assets among the outside managers and itself.
The business of SFM LLC is managed through a Management
Committee (the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller
and Mr. Gary Gladstein. Mr. Soros, as Chairman of SFM LLC, has the ability to
direct the investment decisions of SFM LLC and as such may be deemed to have
investment discretion over the securities held for the accounts of the SFM
Clients. Mr. Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the
ability to direct the investment decisions of SFM LLC and as such may be deemed
to have investment discretion over the securities held for the accounts of the
SFM Clients. Set forth in Annex A hereto and incorporated by reference in
response to this Item 2 and elsewhere in this Statement as applicable is a list
of the Managing Directors of SFM LLC.
The principal occupation of Mr. Soros, a United States
citizen, is his direction of the activities of SFM LLC, which is carried out in
his capacity as Chairman of SFM LLC at SFM LLC's principal office.
The principal occupation of Mr. Druckenmiller, a United States
citizen, is his position as Lead Portfolio Manager and a Member of the
Management Committee of SFM LLC, which is carried out at SFM LLC's principal
office.
Pursuant to regulations promulgated under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Act"), SFM LLC, Mr. Soros, in
his capacity as Chairman of SFM LLC, and Mr. Druckenmiller, in his capacity as
Lead Portfolio Manager of SFM LLC, each may be deemed a beneficial owner of
shares of Common Stock held for the account of Quantum Partners and Quasar
Partners as a result of the contractual authority of SFM LLC to exercise voting
and dispositive power with respect to such Common Stock.
<PAGE>6
During the past five years, none of the Reporting Persons,
Quantum Partners, Quasar Partners nor, to the best of the Reporting Persons'
knowledge, any other person identified in response to this Item 2, has been (a)
convicted in a criminal proceeding, or (b) a party to any civil proceeding as a
result of which he has been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On May 13, 1996, the Issuer filed a chapter 11 petition with
the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court"). Simultaneously with such filing, the Issuer submitted a "pre-arranged"
plan of reorganization and a disclosure statement, which set forth the terms of
the restructuring of the Issuer (the "Restructuring"). The Bankruptcy Court
confirmed the Issuer's First Amended Joint Plan of Reorganization, as modified
(the "Plan of Reorganization") on July 19, 1996, and the Plan of Reorganization
became effective on August 2, 1996 (the "Effective Date").
Pursuant to the Restructuring, the Issuer's Series D Senior
Secured Floating Rate Notes due February 28, 1997 and its 12.25% Senior
Subordinated Notes due March 1, 1999 (together, the "Old Notes") were canceled,
and the noteholders received, in addition to cash and new notes, a right to
receive, from time to time after the Effective Date, equity of the Issuer. On
October 8, 1996, the Issuer registered the Common Stock under Section 12(g) of
the Securities Exchange Act of 1934.
Quantum Partners expended approximately $8,287,548 of its
working capital to purchase $14,537,000 aggregate principal amount of Old Notes
which under the Plan of Reorganization have to date resulted in Quantum
Partners' receipt of 177,340 shares of Common Stock.
In addition, Quantum Partners expended approximately
$2,000,969 of its working capital to purchase a total of 285,068 shares of
Common Stock in routine brokerage transactions on May 22, 1997 and June 11,
1997, as disclosed in Annex B hereto.
Quasar Partners expended approximately $497,000 of its working
capital to purchase $1,000,000 aggregate principal amount of Old Notes which
under the Plan of Reorganization have to date resulted in Quasar Partners'
receipt of 8,235 shares of Common Stock.
In addition, Quasar Partners expended approximately $35,899 of
its working capital to purchase 5,400 shares of Common Stock in routine
brokerage transactions on May 22, 1997, as disclosed in Annex B hereto.
The Common Stock held for the accounts of the SFM Clients,
including Quantum Partners and Quaser Partners, may be held through margin
accounts maintained with brokers, which extend margin credit as and when
required to open or carry positions in their margin accounts, subject to
applicable federal margin regulations, stock exchange rules and such firm's
credit policies. The Common Stock which may be held in the margin accounts,
including shares of Common Stock, are pledged as collateral security for the
repayment of debit balances in the respective accounts.
Item 4. Purpose of Transaction.
All of the shares of Common Stock reported herein as having
been acquired for or disposed of from the accounts of Quantum Partners and
Quasar Partners were acquired or disposed of for investment purposes. None of
Quantum Partners, Quasar Partners, the Reporting Persons nor, to the best of
their knowledge, any of the other persons identified in response to Item 2, has
any plans or proposals that relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to acquire, or cause
to be acquired, additional securities of the Issuer, to dispose, or cause to be
disposed, of such securities at any time or to formulate other purposes, plans
or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and
<PAGE>7
trading policies of the Reporting Persons, Quantum Partners, Quasar Partners
and/or other SFM Clients, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed the beneficial
owner of 476,043 shares of Common Stock (approximately 10.01% of the total
number of shares of Common Stock outstanding). This number consists of (i)
462,408 shares of Common Stock held for the account of Quantum Partners and (ii)
13,635 shares of Common Stock held for the account of Quasar Partners.
Pursuant to the Plan of Reorganization, the Reporting Persons
shall receive a ratable share of a distribution of an as yet undetermined number
of shares of Common Stock on certain specified future dates commencing June 30,
1997 (as described in Item 4 of the Issuer's Amendment No. 1 to Form 10, filed
with the Securities and Exchange Commission (the "Commission") on November 20,
1996). The shares of Common Stock shall be distributed from a certain disputed
claims reserve established by the Issuer under the Plan of Reorganization in an
amount contingent upon the number of claims (defined as "Disallowed Claims"
therein) disapproved since the Effective Date.
The Reporting Persons were granted registration rights for the
shares of Common Stock obtained under to the Plan of Reorganization (the
"Registrable Shares") pursuant to a certain Noteholder Registration Rights
Agreement (the "Registration Rights Agreement"). Upon the second anniversary of
the Effective Date, the Remaining Noteholders (as defined therein), including
Quantum Partners and Quasar Partners, holding a minimum of 470,000 Registrable
Shares (the "Registration Trigger Amount") may request registration, under the
Securities Act of 1933, as amended, for all their Registrable Shares or a
portion thereof that at such time constitutes in the aggregate not less than the
Registration Trigger Amount and/or not less than $6,000,000 aggregate principal
amount. The Registration Rights Agreement appears as Exhibit 4d to Issuer's
Annual Report on Form 10-K for the fiscal year ended December 28, 1996, as filed
with the Commission on March 28, 1997.
(b) (i) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC, and as a result of the positions held by Mr. Soros and Mr.
Druckenmiller with SFM LLC, SFM LLC may be deemed to have sole power, and each
of Mr. Soros and Mr. Druckenmiller may be deemed to have shared power, to direct
the voting and disposition of the 462,408 shares of Common Stock held for the
account of Quantum Partners.
(ii) Pursuant to the terms of the contract between Quasar
Partners and SFM LLC, and as a result of the positions held by Mr. Soros and Mr.
Druckenmiller with SFM LLC, SFM LLC may be deemed to have sole power, and each
of Mr. Soros and Mr. Druckenmiller may be deemed to have shared power, to direct
the voting and disposition of the 13,635 shares of Common Stock held for the
account of Quasar Partners.
(c) Except for the transactions listed in Annex B hereto,
there have been no transactions effected with respect to the shares of Common
Stock since April 24, 1997 (sixty days prior to the date of this filing) by any
of the Reporting Persons, Quantum Partners or Quasar Partners. All of the sale
transactions listed in Annex B were executed in routine brokerage transactions
on the NASDAQ National Market System. The purchase transactions were either
executed in routine brokerage transactions on the NASDAQ National Market System
or effected pursuant to the Restructuring, all as more fully set out in response
to Item 2.
(d) (i) The shareholders of Quantum Partners, including
Quantum Fund, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, securities (including shares of Common Stock) held
for the account of Quantum Partners in accordance with their ownership interests
in Quantum Partners.
(ii) The partners of Quasar Partners, including Quasar
International Fund N.V., a Netherlands Antilles corporation, have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities (including shares of Common Stock) held for the account of Quasar
Partners in accordance with their partnership interests in Quasar Partners.
(e) Not applicable.
<PAGE>8
Item 6. Contracts, Arrangements, Understandings in Relationship with Respect to
Securities of the Issuer.
From time to time to the extent permitted by applicable laws,
each of the Reporting Persons, Quantum Partners, Quasar Partners and/or other
SFM Clients may lend shares of Common Stock to brokers, banks or other financial
institutions. These loans typically obligate the borrower to return the
securities, or an equal amount of securities of the same class, to the lender
and typically provide that the borrower is entitled to exercise voting rights
and to retain dividends during the term of the loan. From time to time to the
extent permitted by applicable laws, each of the Reporting Persons, Quantum
Partners, Quasar Partners and/or other SFM Clients may borrow shares of Common
Stock for the purpose of effecting, and may effect, short sale transactions, and
may purchase Common Stock for the purpose of closing out short positions in
Common Stock.
Except as disclosed above, the Reporting Persons do not have
any contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
A. Power of Attorney dated as of January 1, 1997 granted by
Mr. Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
B. Power of Attorney dated as of January 1, 1997 granted by
Mr. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
C. Joint Filing Agreement dated June 23, 1997 by and among SFM
LLC, Mr. Soros and Mr. Druckenmiller.
<PAGE>9
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: June 23, 1997 SOROS FUND MANAGEMENT LLC
By: /s/ Michael C. Neus
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /s/ Michael C. Neus
Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /s/ Michael C. Neus
Michael C. Neus
Attorney-in-Fact
<PAGE>10
ANNEX A
The following is a list of all of the persons (other than
Stanley Druckenmiller) who serve as Managing Directors of SFM LLC:
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Ron Hiram
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
To the best of the Reporting Persons' knowledge:
(a) none of the above persons holds any shares of Common
Stock; and
(b) none of the above persons has any contracts, arrangements,
understandings or relationships with respect to any
securities of the Issuer.
<PAGE>11
ANNEX B
Recent Transactions in the Common Stock of Homeland Holding Corporation
<TABLE>
<CAPTION>
Date of Transaction Nature of Transaction
For the Account of Number of Shares Price Per Share
<S> <C> <C> <C> <C>
QUANTUM PARTNERS 5/22/97 Purchase 21,791 $6.65
LDC(1)
6/11/97 Purchase 263,277 $7.05
QUASAR 5/22/97 Purchase 5,400 $6.65
INTERNATIONAL
PARTNERS C.V.(1)
- - ---------------
1 Transactions effected at the direction of SFM LLC.
</TABLE>
<PAGE>12
EXHIBIT INDEX
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
George Soros in favor of Mr. Sean C. Warren and Mr. Michael
C. Neus 13
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Stanley F. Druckenmiller in favor of Mr. Sean C. Warren and
Mr. Michael C. Neus 14
C. Joint Filing Agreement dated June 23, 1997 by and among
Soros Fund Management LLC, Mr. George Soros and Mr. Stanley
F. Druckenmiller 15
<PAGE>13
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney in fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ George Soros
GEORGE SOROS
<PAGE>14
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney in fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
STANLEY F. DRUCKENMILLER
<PAGE>
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D with respect to the Common Stock of Homeland Holding Corporation dated June
23, 1997 is, and any amendments thereto signed by each of the undersigned shall
be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.
Dated as of: June 23, 1997 SOROS FUND MANAGEMENT LLC
By: /s/ Michael C. Neus
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /s/ Michael C. Neus
Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /s/ Michael C. Neus
Michael C. Neus
Attorney-in-Fact
