UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
HOMELAND HOLDING CORPORATION (HMLD)
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
CUSIP No. 43739T104
(CUSIP Number)
Thomas F. Steyer
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
(415) 421-2132
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 3, 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.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on 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 ("Act")
or otherwise subject to the liabilities of that section
of that Act but shall be subject to all other provisions
of the Act (however, see the Notes).
<PAGE>
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SCHEDULE 13D
CUSIP NO. 43739T104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.0%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. 43739T104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.0%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. 43739T104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Institutional Partners II, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
California
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.0%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 43739T104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Tinicum Partners, L.P.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.0%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. 43739T104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Capital Management, L.L.C.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
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
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.0%
14 Type of Reporting Person*
IA, 00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. 43739T104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Farallon Partners, L.L.C.
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
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
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.0%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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SCHEDULE 13D
CUSIP NO. 43739T104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Enrique H. Boilini
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Argentina
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 43739T104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David I. Cohen
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
South Africa
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. 43739T104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph F. Downes
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
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
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP NO. 43739T104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Fleur E. Fairman
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
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
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 43739T104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jason M. Fish
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
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
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 43739T104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Andrew B. Fremder
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
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
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
CUSIP NO. 43739T104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William F. Mellin
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
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
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 43739T104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stephen L. Millham
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
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
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 43739T104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Meridee A. Moore
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
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
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 43739T104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Thomas F. Steyer
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
N/A
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
Number of Shares Beneficially Owned By Each
Reporting Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
-0-
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned By Each Report-
ing Person
-0-
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row (11)
0.0%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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Item 2. Identity and Background.
Paragraph (b) of Item 2 of the Schedule 13D
is amended and restated in its entirety as follows:
(b) The address of the principal business and
principal office of (i) the Partnerships, FCMLLC and
FPLLC is One Maritime Plaza, Suite 1325, San Francisco,
California 94111, and (ii) Offshore is Craigmuir Chambers,
P.O. Box 71, Road Town, Tortola, BritishVirgin Islands.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and
restated in its entirety as follows:
A. Farallon Capital Partners, L.P.
(a), (b) The information set forth in
Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for
FCP is incorporated herein by reference. The percentage
amount set forth in Row 13 of such cover page and of each
other cover page filed herewith is calculated based upon the
4,758,025 Shares outstanding as of July 18, 1997 as reported by the
Company in its Form 10Q for the period ended June 14, 1997.
(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
purchases and sales of the Shares in the past 60
days are set forth on Schedule A hereto and are
incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of FCP, including
the disposition of the proceeds of the sale
of the Shares. Steyer is the senior managing
member of FPLLC, and Boilini, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham and Moore are
managing members of FPLLC.
(e) As of September 3, 1997, the Reporting
Person may no longer be deemed to be the beneficial
owner of 5% or more of the total number of Shares
outstanding.
B. Farallon Capital Institutional Partners, L.P.
PAGE
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(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP
is incorporated herein by reference.
(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
purchases and sales of the Shares in the past 60
days are set forth on Schedule B hereto and are
incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of FCIP, including
the disposition of the proceeds of the sale
of the Shares. Steyer is the senior
managing member of FPLLC and Boilini, Cohen,
Downes, Fairman, Fish, Fremder, Mellin, Millham and
Moore are managing members of FPLLC.
(e) As of September 3, 1997, the Reporting
Person may no longer be deemed to be the beneficial
owner of 5% or more of the total number of Shares
outstanding.
C. Farallon Capital Institutional Partners II,
L.P.
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for FCIP
II is incorporated herein by reference.
(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
purchases and sales of the Shares in the past 60
days are set forth on Schedule C hereto and are
incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of FCIP II, including
the disposition of the proceeds of the sale of the
Shares. Steyer is the senior managing
member of FPLLC and Boilini, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham and
Moore are managing members of FPLLC.
(e) As of September 3, 1997, the Reporting
Person may no longer be deemed to be the beneficial
owner of 5% or more of the total number of Shares
outstanding.
D. Tinicum Partners, L.P.
PAGE
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(a), (b) The information set forth in Rows 7,
8, 9, 10, 11 and 13 of the cover page hereto for Tinicum
is incorporated herein by reference.
(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
purchases and sales of the Shares in the past 60
days are set forth on Schedule D hereto and are
incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FPLLC as General Partner has the
power to direct the affairs of Tinicum, including
the disposition of the proceeds of the sale of the
Shares. Steyer is the senior managing
member of FPLLC and Boilini, Cohen, Downes,
Fairman, Fish, Fremder, Mellin, Millham and
Moore are managing members of FPLLC.
(e) As of September 3, 1997, the Reporting
Person may no longer be deemed to be the beneficial
owner of 5% or more of the total number of Shares
outstanding.
E. Farallon Capital Management, L.L.C.
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
FCMLLC is incorporated herein by reference.
(c) The trading dates, number of Shares
purchased or sold and the price per Share for all
purchases and sales of the Shares in the past 60
days are set forth on Schedule E hereto and are
incorporated herein by reference. All of such
transactions were open-market transactions.
(d) FCMLLC, as an investment adviser, has
the power to direct the disposition of the proceeds of
the sale of the Shares held by the Managed Accounts.
Steyer is the senior managing member of FCMLLC and
Boilini, Cohen, Downes, Fish, Fremder, Mellin,
Millham and Moore are managing members of FCMLLC.
(e) As of September 3, 1997, the Reporting
Person may no longer be deemed to be the beneficial
owner of 5% or more of the total number of Shares
outstanding.
F. Farallon Partners, L.L.C.
PAGE
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(a), (b) The information set forth in rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
FPLLC is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, including
the disposition of the proceeds of the sale of the Shares.
Steyer is the senior managing member of FPLLC and
Boilini, Cohen, Downes, Fairman, Fish, Fremder, Mellin,
Millham and Moore are managing members of FPLLC.
(e) As of September 3, 1997, the Reporting
Person may no longer be deemed to be the beneficial
owner of 5% or more of the total number of Shares
outstanding.
G. Enrique H. Boilini
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Boilini is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of
the Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Shares held by the Managed Accounts. Boilini is
a managing member of FCMLLC and FPLLC.
(e) As of September 3, 1997, the Reporting
Person may no longer be deemed to be the beneficial
owner of 5% or more of the total number of Shares
outstanding.
H. David I. Cohen
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for Cohen
is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of
PAGE
<PAGE>
the Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of Shares held by the Managed Accounts.
Cohen is a managing member of FCMLLC and FPLLC.
(e) As of September 3, 1997, the Reporting
Person may no longer be deemed to be the beneficial
owner of 5% or more of the total number of Shares
outstanding.
I. Joseph F. Downes
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Downes is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Shares held by the Managed Accounts. Downes is a
managing member of FCMLLC and FPLLC.
(e) As of September 3, 1997, the Reporting
Person may no longer be deemed to be the beneficial
owner of 5% or more of the total number of Shares
outstanding.
J. Fleur E. Fairman
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Fairman is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the
Shares. Fairman is a managing member of FPLLC.
(e) As of September 3, 1997, the Reporting
Person may no longer be deemed to be the beneficial
owner of 5% or more of the total number of Shares
outstanding.
K. Jason M. Fish
PAGE
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(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for Fish
is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the
Shares. FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale of the
Shares held by the Managed Accounts. Fish is a
managing member of FCMLLC and FPLLC.
(e) As of September 3, 1997, the Reporting
Person may no longer be deemed to be the beneficial
owner of 5% or more of the total number of Shares
outstanding.
L. Andrew B. Fremder
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Fremder is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the
Shares. FCMLLC, as an investment adviser, has the
power to direct the disposition of the proceeds of the
sale of the Shares held by the Managed Accounts.
Fremder is a managing member of FCMLLC and FPLLC.
(e) As of September 3, 1997, the Reporting
Person may no longer be deemed to be the beneficial
owner of 5% or more of the total number of Shares
outstanding.
M. William F. Mellin
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Mellin is incorporated herein by reference.
(c) None.
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(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Shares held by the Managed Accounts.
Mellin is a managing member of FCMLLC and FPLLC.
(e) As of September 3, 1997, the Reporting
Person may no longer be deemed to be the beneficial
owner of 5% or more of the total number of Shares
outstanding.
N. Stephen L. Millham
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Millham is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Shares held by the Managed Accounts.
Millham is a managing member of FCMLLC and FPLLC.
(e) As of September 3, 1997, the Reporting
Person may no longer be deemed to be the beneficial
owner of 5% or more of the total number of Shares
outstanding.
O. Meridee A. Moore
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for Moore
is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of Shares held by the Managed Accounts.
Moore is a managing member of FCMLLC and FPLLC.
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(e) As of September 3, 1997, the Reporting
Person may no longer be deemed to be the beneficial
owner of 5% or more of the total number of Shares
outstanding.
P. Thomas F. Steyer
(a), (b) The information set forth in Rows
7, 8, 9, 10, 11 and 13 of the cover page hereto for
Steyer is incorporated herein by reference.
(c) None.
(d) FPLLC as General Partner has the
power to direct the affairs of the Partnerships, includ-
ing the disposition of the proceeds of the sale of the Shares.
FCMLLC, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale
of the Shares held by the Managed Accounts. Steyer
is the senior managing member of FCMLLC and FPLLC.
(e) As of September 3, 1997, the Reporting
Person may no longer be deemed to be the beneficial
owner of 5% or more of the total number of Shares
outstanding.
The Shares reported hereby for FCP,
FCIP, FCIP II, Tinicum and the Managed Accounts
are owned directly by such entities. Each of Boilini,
Cohen, Downes, Fish, Fremder, Mellin, Millham, Moore and
Steyer may be deemed, as managing members of FPLLC and
FCMLLC, to be the beneficial owner of all such Shares.
Each of FPLLC and Fairman, as a managing member of FPLLC,
may be deemed to be the beneficial owner of all such Shares
other than the Shares owned by Managed Accounts. FCMLLC may be
deemed to be the beneficial owner of all such Shares owned by the
Managed Accounts. Each of FCMLLC, FPLLC, Boilini, Cohen,
Downes, Fairman, Fish, Fremder, Mellin, Millham,
Moore and Steyer hereby disclaim any beneficial ownership
of any such Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer.
Item 6 of the Schedule 13D is amended and restated in its
entirety:
As reported in the original Schedule 13D filed by the
Reporting Persons, pursuant to the First Amended Joint Plan
of Reorganization of Homeland Stores, Inc. and Homeland
Holding Corporation as modified on July 19, 1996, and the Plan
of Reorganization effective on August 2, 1996 (the
"Reorganization Plan"), certain of the Reporting Persons may
receive additional Shares as part of pro-rata Share distributions
to Allowed Holders of Class 5 Claims. The number of Shares to
be received or the date of any future distributions are not currently
known by the Reporting Persons.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the
Reporting Persons or between such persons and any other person
with respect to any securities of the Company, including but not
limited to transfer or voting of any securities of the Company,
finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, divisions of profits or loss, or the
giving or withholding of proxies.
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SIGNATURES
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete
and correct.
Dated: September __, 1997
/s/ Thomas F. Steyer
FARALLON PARTNERS, L.L.C.,
on its own behalf and as
General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P., FARALLON
CAPITAL INSTITUTIONAL PARTNERS
II, L.P.and TINICUM PARTNERS, L.P.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
FARALLON CAPITAL MANAGEMENT, L.L.C.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
Thomas F. Steyer,
individually and as
attorney-in-fact for each
of Enrique H. Boilini, David I.
Cohen, Joseph F. Downes,
Fleur E. Fairman, Jason M. Fish,
Andrew B. Fremder, William
F. Mellin, Stephen L.
Millham, and Meridee A. Moore.
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SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE SOLD PER SHARE
(Including
commission)
9/3/97 88,912 $7.94
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SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
NO. OF UNITS PRICE
TRADE DATE SOLD PER SHARE
(including
commission)
9/3/97 122,195 $7.94
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SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
NO. OF SHARES PRICE
TRADE DATE SOLD PER SHARE
(including
commission)
9/3/97 30,978 $7.94
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SCHEDULE D
TINICUM PARTNERS, L.P.
NO. OF SHARES PRICE
TRADE DATE SOLD PER SHARE
(including
commission)
9/3/97 17,149 $7.94
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SCHEDULE E
FARALLON CAPITAL MANAGEMENT, L.L.C.
NO. OF SHARES PRICE
TRADE DATE SOLD PER SHARE
(including
commission)
9/3/97 14,564 $7.94
9/3/97 3,002 $7.94
9/3/97 11,628 $7.94
<PAGE>
