SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HOMELAND HOLDING CORPORATION
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(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
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(Title of Class of Securities)
43739T104
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(CUSIP NUMBER)
FIR TREE PARTNERS
1211 Avenue of the Americas
29th Floor
New York, New York 10036
Tel. No.: (212) 398-3500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Eliot D. Raffkind, P.C.
Akin, Gump, Strauss, Hauer & Feld, LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
September 3, 1997
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(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 [ ]
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended ("Act"), or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
CUSIP No. 43739T104 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Fir Tree, Inc. d/b/a Fir Tree Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 512,796
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 512,796
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
512,796
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.78%
14 TYPE OF REPORTING PERSON*
CO, IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE 13D
This Schedule 13D (the "Schedule 13D") is being filed on behalf
of Fir Tree, Inc., a New York corporation, doing business as Fir Tree
Partners ("Fir Tree Partners"), and Mr. Jeffrey Tannenbaum ("Mr.
Tannenbaum"), the sole shareholder, executive officer, director, and
principal, relating to shares of Common Stock of Homeland Holding
Corporation (the "Issuer").
This Schedule 13D relates to shares of Common Stock of the Issuer
(the "Common Stock") purchased by Fir Tree Partners for the account of (i)
Fir Tree Value Fund, L.P. ("Fir Tree Value Fund"), of which Mr. Tannenbaum
is the general partner, (ii) Fir Tree Institutional Value Fund, L.P. ("Fir
Tree Institutional"), of which Mr. Tannenbaum is a member of the general
partner, and (iii) Fir Tree Value Partners LDC ("Fir Tree LDC"), of which
Mr. Tannenbaum acts as investment advisor.
ITEM 1. SECURITY AND ISSUER
Securities acquired: Shares of Common Stock, par value $0.01
per share
Issuer: Homeland Holding Corporation
400 NE 36th Street
Oklahoma City, OK 73105
Tel. No. (405) 557-5500
ITEM 2. IDENTITY AND BACKGROUND
Fir Tree, Inc., a New York corporation, doing business as Fir
Tree Partners, provides investment management services to private
individuals and institutions, and is located at 1211 Avenue of the
Americas, 29th Floor, New York, NY 10036. Mr. Tannenbaum is the sole
shareholder, executive officer, director and principal of Fir Tree
Partners. Mr. Tannenbaum's principal occupation is investment management
and he is a United States citizen. His business address is Fir Tree
Partners, 1211 Avenue of the Americas, 29th Floor, New York, NY 10036.
Neither Fir Tree Partners nor Mr. Tannenbaum has been convicted in a
criminal proceeding during the last five years. Neither Fir Tree Partners
nor Mr. Tannenbaum is and during the past five years was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result thereof, subject to any 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
As of September 10, 1997, Fir Tree Partners had invested (i)
$3,403,466 in shares of Common Stock through Fir Tree Value Fund, (ii)
$415,530 in shares of Common Stock through Fir Tree Institutional and (iii)
$306,984 in shares of Common Stock through Fir Tree LDC, all as described
in Item 5 below. The source of these funds was the working capital of each
of Fir Tree Value Fund, Fir Tree Institutional and Fir Tree LDC, as the
case may be.
ITEM 4. PURPOSE OF THE TRANSACTION
Fir Tree Partners and Mr. Tannenbaum acquired shares of Common
Stock for portfolio investment purposes, and do not have any present plans
or proposals that relate to or would result in any change in the business,
policies, management, structure or capitalization of the Issuer, but Fir
Tree Partners and Mr. Tannenbaum reserve the right to consider or make such
plans and/or proposals in the future. Fir Tree Partners and Mr. Tannenbaum
reserve the right to acquire, or dispose of, additional securities of the
Issuer, in the ordinary course of business, to the extent deemed advisable
in light of its general investment and trading policies, market conditions
or other factors. Fir Tree Partners may contact the Issuer and/or other
shareholders regarding potential strategies to increase shareholder value.
Other than as described above, neither Fir Tree Partners nor Mr. Tannenbaum
has present plans or proposals which would result in any of the following:
1) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
2) any sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
3) any change in the present board of directors or managers of
the Issuer;
4) any material change in the present capitalization or
dividend policy of the Issuer;
5) any other material change in the Issuer's business or
corporate structure;
6) any change in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
7) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be
quoted in an interdealer quotation system of a registered national
securities association;
8) causing a class of securities of the Issuer to become
eligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or
9) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of September 10, 1997, Fir Tree Partners and Mr.
Tannenbaum are beneficial owners of 512,796 shares of Common Stock of the
Issuer or 10.78% of the shares outstanding. The 512,796 shares described
above are beneficially owned by Fir Tree Partners and Mr. Tannenbaum for
the account of the Fir Tree Value Fund, Fir Tree Institutional or Fir Tree
LDC, as the case may be.
The number of shares beneficially owned by Fir Tree Partners and
Mr. Tannenbaum and the percentage of outstanding shares represented thereby
have been computed in accordance with Rule 13d-3 under the Act. The
percentage of beneficial ownership of Fir Tree Partners and Mr. Tannenbaum
on September 10, 1997 is based on 4,758,025 outstanding shares of Common
Stock as of July 18,1997 as reported in the Issuer's Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on July 28,
1997.
(b) Fir Tree Partners and Mr. Tannenbaum for the account of each
of Fir Tree Value Fund, Fir Tree Institutional and Fir Tree LDC have the
power to vote and dispose of the shares of Common Stock held by each such
entity.
(c) The transactions in the Issuer's securities by Fir Tree
Partners during the last sixty days are listed as Annex A attached hereto
and made apart hereof.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable.
ANNEX A
Transaction Buy/Sell Quantity Price per
Date (shares) Share ($)
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06/19/97 Buy 2,500 6.8750
07/18/97 Buy 5,000 7.6875
07/23/97 Buy 2,500 8.2500
07/30/97 Buy 25,000 8.1000
07/31/97 Buy 22,000 7.9480
08/07/97 Buy 5,000 7.8750
08/19/97 Buy 7,500 7.8540
09/03/97 Buy 288,596 8.0625
09/08/97 Buy 54,700 8.0625
09/09/97 Buy 100,000 8.0625
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512,796
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SIGNATURE
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.
Dated: September 29, 1997
Fir Tree, Inc. d/b/a/ Fir Tree Partners
By:/s/ Jeffrey Tannenbaum
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JEFFREY TANNENBAUM, President
/s/ Jefferey Tannenbaum
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Jeffrey Tannenbaum
