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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
HOMELAND HOLDING CORPORATION
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
43739T104
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(CUSIP Number)
CHRISTOPHER E. MANNO, ESQ.
Willkie Farr & Gallagher
153 East 53rd Street
New York, New York 10022
(212) 821-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 30, 1998
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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 [ ].
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.
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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
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 630,815*
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 630,815*
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
630,815*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13 Percent of Class Represented By Amount in Row (11)
13.1%*
14 Type of Reporting Person
OO, IA
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* See Item 5 herein.
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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
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 630,815*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
630,815*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
630,815*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13 Percent of Class Represented By Amount in Row (11)
13.1%*
14 Type of Reporting Person
IA
- -----------------------------
* See Item 5 herein.
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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
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 630,815*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
630,815*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
630,815*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13 Percent of Class Represented By Amount in Row (11)
13.1%*
14 Type of Reporting Person
IA
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* See Item 5 herein.
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 to Schedule 13D (the "Amendment No. 2")
relates to shares of Common Stock, $0.01 par value per share (the "Common
Stock"), of Homeland Holding Corporation, a Delaware corporation (the "Issuer").
This Amendment No. 2 supplementally amends the initial statement on Schedule 13D
(the "Statement") of the Reporting Persons dated June 23, 1997, as amended. The
principal executive offices of the Issuer are located at 2601 Northwest
Expressway, Oil Center-East, Suite 1100, Oklahoma City, Oklahoma 73112. This
Amendment No. 2 is being filed by the Reporting Persons solely to report the
recent acquisitions, pursuant to the Restructuring, of shares of the Common
Stock held for the accounts of Quantum Partners and Quasar Partners as a result
of which the percentage of the total number of shares of Common Stock
outstanding of which each of the Reporting Persons may be deemed to be the
beneficial owners has increased by more than one percent. Capitalized terms used
herein and not otherwise defined herein shall have the meanings given to them in
the Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The third and fifth paragraphs of Item 3, respectively, are
hereby amended and restated as follows:
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 321,893 shares of Common Stock.
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 18,454 shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Each of the Reporting Persons may be deemed the beneficial
owner of 630,815 shares of Common Stock (approximately 13.1% of the total number
of shares of Common Stock outstanding). This number consists of (i) 606,961
shares of Common Stock held for the account of Quantum Partners and (ii) 23,854
shares of Common Stock held for the account of Quasar Partners.
Pursuant to the Plan of Reorganization, the Reporting
Persons are entitled to receive a ratable share of a distribution of an as yet
undetermined number of shares of Common Stock on certain specified future dates
commencing on 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.
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(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 606,961 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 23,854 shares of Common Stock held for the
account of Quasar Partners.
(c) Each of the acquisitions listed in Annex B represents a
distribution under the Plan of Reorganization, pursuant to the terms thereof, as
adopted on the Effective Date. Except for the acquisitions listed in Annex B
hereto, there have been no transactions effected with respect to the shares of
Common Stock since December 5, 1997 (sixty days prior to the date hereof) by any
of the Reporting Persons, Quantum Partners or Quasar Partners. The Reporting
Persons acquired voting power and investment power over the shares of Common
Stock reported herein, and may be deemed to have beneficially owned said shares
of Common Stock for purposes of Section 13(d) of the Act, as of the dates set
forth opposite each acquisition in Annex B.
(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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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 (filed as Exhibit A to the
Initial Statement and incorporated herein by reference).
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 (filed as
Exhibit B to the Initial Statement and incorporated herein by reference).
C. Joint Filing Agreement dated June 23, 1997 by and among Soros Fund Management
LLC, Mr. George Soros and Mr. Stanley F. Druckenmiller (filed as Exhibit C to
the Initial Statement and incorporated herein by reference).
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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: February 3, 1998 SOROS FUND MANAGEMENT LLC
By: /s/ Michael C. Neus
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Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /s/ Michael C. Neus
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Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /s/ Michael C. Neus
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Michael C. Neus
Attorney-in-Fact
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ANNEX B
RECENT ACQUISITIONS IN THE COMMON STOCK OF HOMELAND HOLDING CORPORATION
<TABLE>
<CAPTION>
For the Account of Date of Acquisition Nature of Acquisition Number of Shares Price Per Share
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<S> <C> <C> <C> <C>
QUANTUM PARTNERS 12/31/97 Plan Shares 40,585 n/a
LDC*
1/30/98 Plan Shares 21,312 n/a
QUASAR 1/30/98 Plan Shares 4,376 n/a
INTERNATIONAL
PARTNERS C.V.*
</TABLE>
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* Acquisitions effected pursuant to the Restructuring and at the direction of
SFM LLC.
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