As filed with the Securities and Exchange Commission on June 9, 1998
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
___________________
Homeland Holding Corporation
(Exact name of Registrant as specified in its charter)
Delaware 73-1311075
(State or jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
2601 Northwest Expressway, Suite 1100E
Oklahoma City, Oklahoma 73112
(Address of Principal Executive Offices) (Zip Code)
_______________________________
HOMELAND HOLDING CORPORATION 1996 STOCK OPTION PLAN
(Full title of the plan)
Terry M. Marczewski
2601 Northwest Expressway, Suite 1100E
Oklahoma City, Oklahoma 73112
(Name and address of agent for service)
(405) 879-6600
(Telephone number, including area code, of agent for service)
Copy to:
J. Bradford Hammond
Crowe & Dunlevy, A Professional Corporation
321 South Boston, 5th Floor
Tulsa, Oklahoma 74103
(918) 592-9800
CALCULATION OF REGISTRATION FEE
Proposed Proposed Calculation
Amount Maximum Maximum of Registration
Title of Securities to to be Offering Aggregate Registration
be Registered Registered Price Offering Fee
Per Share (1) Price (1)
Common Stock, par value
$.01 per share 432,222 $7.15 $3,091,174 $912.00
(1) A total of 432,222 shares have been reserved for issuance pursuant to
options granted or to be granted under the Registrant's 1996 Stock Option
Plan and are being registered hereby. The proposed maximum aggregate
offering price of 176,000 of such shares that are subject to outstanding
options has been calculated based on the weighted average exercise price
of such outstanding options of $6.19 per share. The proposed maximum
aggregate offering price of 256,222 of such shares that are not subject
to outstanding options has been calculated based on the average of the
high and low sales prices of the Common Stock as reported on the NASDAQ
National Market System on June 4, 1998, which average price was $7.8125
per share.
PROSPECTUS
HOMELAND HOLDING CORPORATION
COMMON STOCK
This Prospectus relates to up to 432,222 shares of common stock, $0.01
par value per share ("Common Stock"), of Homeland Holding Corporation (the
"Company") that may be offered and sold from time to time by certain persons
named herein (the "Selling Shareholders"). The shares included in this
Prospectus for offer and sale by the Selling Shareholders are issuable upon
exercise of outstanding options to purchase Common Stock granted to the
Selling Shareholders under the Company's 1996 Stock Option Plan. For more
information, see "Selling Shareholders" elsewhere herein. The inclusion of
such shares in this Prospectus does not necessarily indicate any current
intent of any Selling Shareholder to sell such shares when and if acquired
from the Company.
The distribution of the shares included in this Prospectus by each
Selling Shareholder may be effected, if at all, from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions
or otherwise, at market prices prevailing at the time of sale, at prices
relating to such prevailing market prices or at negotiated prices. No part of
the proceeds of the sale by the Selling Shareholders of the shares included
in this Prospectus will be received by the Company. In connection with such
transactions, the Selling Shareholders may employ brokers or agents who may
receive commissions for sales made by them or may sell directly to dealers
who may receive a mark-up in connection with any sales of such shares by such
dealer. Additionally, dealers, agents or others may acquire the shares or
interests therein as pledgee and may, from time to time, effect distributions
of such shares or interests in such capacity.
The Common Stock of the Company is traded on the NASDAQ National Market
System under the symbol "HMLD."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 9, 1998.
1
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy and information statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy and information statements and other information filed by
the Company may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Judiciary
Plaza, Washington, D.C. 20549, and at the following Regional Offices of the
Commission: Chicago Regional Office, Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511; and New York Regional Office, 7
World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material may also be obtained by mail at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Judiciary Plaza, Washington, D.C. 20549. In addition, the Commission
maintains a site on the World Wide Web at http:\\www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The Common Stock of
the Company is traded on the NASDAQ National Market System, and reports, proxy
statements and other information concerning the Company may also be inspected
at the offices of the National Association of Securities Dealers, Inc. at
1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the securities included in
this Prospectus. For further information concerning the Company and the
shares offered hereby, reference is made to the Registration Statement and the
exhibits thereto. Any interested party may inspect the Registration Statement,
and the exhibits thereto, without charge, at the public reference facilities
of the Commission and may obtain copies of all or any portion of the
Registration Statement from the Commission upon payment of the prescribed
fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
January 3, 1998.
(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 28, 1998.
(3) The description of the Company's Common Stock contained in Amendment
No. 1 to the Company's Registration Statement on Form 10 declared
effective by the Securities and Exchange Commission on December 6,
1996.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. The Company will provide
without charge to each person to whom this Prospectus is delivered, upon
written or oral request, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents).
requests should be made to Homeland Holding Corporation, 2601 Northwest
Expressway, Suite 1100E, Oklahoma City, Oklahoma 73112, Attention: Secretary.
The Company's telephone number at that address is (405) 879-6600.
2
TABLE OF CONTENTS
Page
Available Information................................................ 2
Incorporation of Certain Documents by Reference...................... 2
The Company.......................................................... 4
Selling Shareholders................................................. 4
Indemnification and Limitation of Liability of
Officers and Directors.............................................. 5
Legal Matters........................................................ 5
Experts.............................................................. 5
No person has been authorized to give any information or
to make any representations other than those contained or
incorporated by reference in this Prospectus in connection
with the offering described herein, and, if given or made,
such information or representations must not be relied upon
as having been authorized by the Company or any Selling
Shareholder. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any securities
covered by this Prospectus in any jurisdiction to any person
to whom it is unlawful to make any offer of solicitation.
The delivery of this Prospectus at any time does not imply
that the information contained or incorporated by reference
herein is correct as of any time subsequent to the date
hereof or subsequent to the respective dates of the documents
incorporated by reference herein.
3
THE COMPANY
The Company, through its wholly-owned subsidiary, Homeland Stores, Inc.
("Homeland"), is a leading supermarket chain in the Oklahoma, southern Kansas
and Texas panhandle region. Homeland operates in four distinct market places:
Oklahoma City, Oklahoma; Tulsa, Oklahoma; Amarillo, Texas and certain rural
areas of Oklahoma, Kansas and Texas. As of June 9, 1998, Homeland
operates a total of 69 stores throughout these markets.
The address of the Company's principal executive offices is 2601
Northwest Expressway, Suite 1100E, Oklahoma City, Oklahoma 73112, and its
telephone number at that address is (405) 879-6600.
SELLING SHAREHOLDERS
The following table sets forth as of June 9, 1998, certain information
known to the Company with respect to the beneficial ownership of shares of the
Company's Common Stock by each Selling Shareholder. All shares proposed to be
sold by the Selling Shareholders named below are shares that such persons have
the right to acquire upon exercise of stock options granted under the Company's
1996 Stock Option Plan. Shares proposed to be offered may or may not
ultimately be sold by any Selling Shareholder.
Shares Shares Beneficially
Beneficially Owned After Offering (1)
Owned Prior Shares to
Selling Shareholder to Offering be Sold Number Percent
David B. Clark 130,000 (2) 130,000 - -
Steven M. Mason 12,665 (3) 12,000 665 *
Terry M. Marczewski 12,000 (4) 12,000 - -
Prentess E. Alletag, Jr. 12,792 (5) 12,000 792 *
_____________
* Less than one percent.
(1) Assumes all shares proposed to be offered hereby are sold and no other
shares of Common Stock are purchased or sold.
(2) Mr. Clark serves as President and Chief Executive Officer of the Company.
The shares indicated as beneficially owned by Mr. Clark consist of
130,000 shares that Mr. Clark has the right to acquire pursuant to
outstanding options granted under the Company's 1996 Stock Option Plan.
(3) Mr. Mason serves as Vice President - Marketing of the Company. The shares
indicated as beneficially owned by Mr. Mason include 12,000 shares that
Mr. Mason has the right to acquire pursuant to outstanding options granted
under the Company's 1996 Stock Option Plan and 341 shares that Mr. Mason
has the right to acquire upon exercise of outstanding warrants.
(4) Mr. Marczewski serves as Vice President and Controller of the Company.
The shares indicated as beneficially owned by Mr. Marczewski consist of
12,000 shares that Mr. Marczewski has the right to acquire pursuant to
outstanding options granted under the Company's 1996 Stock Option Plan.
(5) Mr. Alletag serves as Vice President - Human Resources of the Company.
The shares indicated as beneficially owned by Mr. Alletag include 12,000
shares that Mr. Alletag has the right to acquire pursuant to outstanding
options granted under the Company's 1996 Stock Option Plan and 407 shares
that Mr. Alletag has the right to acquire upon exercise of outstanding
warrants.
4
INDEMNIFICATION AND LIMITATION OF LIABILITY
OF OFFICERS AND DIRECTORS
The Company's Amended and Restated Certificate of Incorporation provides
that, pursuant to Delaware law, its directors shall not be liable for monetary
damages for breach of the directors' fiduciary duty to the Company and its
stockholders. The provision in the Amended and Restated Certificate of
Incorporation does not eliminate the directors' fiduciary duty and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to the Company, as well as for acts or omissions
not in good faith or involving intentional misconduct, for knowing violations
of law, for actions leading to improper personal benefit to the director, and
for payment of dividends or approval of stock repurchases or redemptions that
are unlawful under Delaware law. The provision also does not affect a
director's responsibilities under any other law, such as the state or federal
securities laws.
Under Delaware law, the Company has broad powers to indemnify its
directors and officers against liabilities they may incur in such capacities,
including liabilities under the Securities Act. The Company's Bylaws provide
that the Company shall indemnify its directors and officers against expenses,
judgments, fines, settlements and other amounts incurred in connection with
any proceeding whether actual or threatened to which any such person may be
made a party by reason of the fact that such person acted in good faith and
in a manner such person reasonably believed to be in or not opposed to the
best interests of the Company, and, with respect to any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. However, in the
case of a derivative action, an officer or director will not be entitled to
indemnification in respect of any claim, issue or matter as to which such
person is adjudged to be liable to the Company, unless and only to the extent
that the court in which the action was brought determines that such person is
fairly and reasonably entitled to indemnity for expenses.
LEGAL MATTERS
The validity of the issuance of the shares offered hereby has been passed
upon for the Company by Crowe & Dunlevy, A Professional Corporation, Oklahoma
City, Oklahoma.
EXPERTS
The consolidated balance sheets as of January 3, 1998 and December 28,
1996 and the consolidated statements of operations, stockholders' equity, and
cash flows for the 53 weeks ended January 3, 1998, the 20 weeks ended December
28, 1996, the 32 weeks ended August 10, 1996 and the 52 weeks ended December
30, 1995, incorporated by reference in this prospectus constituting part of
the Registration Statement on Form S-8, have been incorporated herein in
reliance on the report of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and auditing.
Any future financial statements hereafter incorporated by reference will
be incorporated in reliance upon the reports of the firm examining such
statements and upon the authority of any such firm as experts in auditing and
accounting, to the extent that any such firm has audited those financial
statements and consented to the incorporation herein by reference of its
reports with respect thereto.
5
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities
Act of 1933 (the "Securities Act") and the Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended January 3, 1998.
(2) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 28, 1998.
(3) The description of the Registrant's Common Stock contained in
Amendment No. 1 to the Registrant's Registration Statement on Form
10 declared effective by the Securities and Exchange Commission on
December 6, 1996.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities
This Registration Statement covers Common Stock, par value $.01 per share,
of the Registrant, which is registered under Section 12(g) of the Exchange
Act. The description of the Common Stock contained in a registration
statement under the Exchange Act is incorporated herein by reference as
described above. Plan interests also being registered need not be described
pursuant to this Item 4.
Item 5. Interests of Named Experts and Counsel
There are no interests of any expert or counsel required to be disclosed
pursuant to Item 5.
II-1
Item 6. Indemnification of Officers and Directors
The Registrant's Amended and Restated Certificate of Incorporation
provides that, pursuant to Delaware law, its directors shall not be liable for
monetary damages for breach of the directors' fiduciary duty to the Registrant
and its stockholders. The provision in the Amended and Restated Certificate of
Incorporation does not eliminate the directors' fiduciary duty and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to the Registrant, as well as for acts or omissions
not in good faith or involving intentional misconduct, for knowing violations
of law, for actions leading to improper personal benefit to the director, and
for payment of dividends or approval of stock repurchases or redemptions that
are unlawful under Delaware law. The provision also does not affect a
director's responsibilities under any other law, such as the state or federal
securities laws.
Under Delaware law, the Registrant has broad powers to indemnify its
directors and officers against liabilities they may incur in such capacities,
including liabilities under the Securities Act. The Registrant's Bylaws
provide that the Registrant shall indemnify its directors and officers against
expenses, judgments, fines, settlements and other amounts incurred in
connection with any proceeding whether actual or threatened to which any such
person may be made a party by reason of the fact that such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Registrant, and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. However, in the case of a derivative action, an officer or director
will not be entitled to indemnification in respect of any claim, issue or
matter as to which such person is adjudged to be liable to the Registrant,
unless and only to the extent that the court in which the action was brought
determines that such person is fairly and reasonably entitled to indemnity for
expenses.
Section 2 of the Company's 1996 Stock Option Plan provides that no member
of the Board of Directors of the Registrant or the committee administering the
Plan, if any, shall be liable for any action or any determination taken or made
in good faith and that such members shall be entitled to indemnification and
advancement of expenses as provided in the Registrant's Amended and Restated
Certificate of Incorporation.
Item 7. Exemption from Registration Claimed
There are no restricted securities being offered or resold pursuant to
this Registration Statement.
Item 8. Exhibits
Number Description
5.1 Opinion of Crowe & Dunlevy, A Professional Corporation,
concerning legality of securities to be issued.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Crowe & Dunlevy (contained in Exhibit 5.1).
24.1 Powers of Attorney (included in signature page hereto).
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
II-2
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement.
Provided, however, that the undertakings set forth in paragraphs (1)(i)
and (1)(ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of the Plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the Securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 above, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oklahoma City, State of Oklahoma, on June 9,
1998.
HOMELAND HOLDING CORPORATION
By: /s/ Terry M. Marczewski
Terry M. Marczewski
Vice President and Controller
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
Name Position Date
/s/ David B. Clark President and Chief Executive June 9, 1998
David B. Clark Officer
(Principal Executive Officer)
/s/ Terry M. Marczewski Vice President and Controller June 9, 1998
Terry M. Marczewski (Principal Accounting Officer)
/s/ Edward B. Krekeler, Jr. Director June 5, 1998
Edward B. Krekeler, Jr.
/s/ Laurie M. Shahon Director June 9, 1998
Laurie M. Shahon
/s/ John A. Shields Director June 8, 1998
John A. Shields
/s/ William B. Snow Director June 8, 1998
William B. Snow
II-4
EXHIBIT INDEX
Number Description
5.1 Opinion of Crowe & Dunlevy, A Professional
Corporation, concerning legality of securities to be
issued.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Crowe & Dunlevy (contained in Exhibit 5.1).
24.1 Powers of Attorney (included in signature page hereto).
II-5
EXHIBIT 5.1
[Letterhead of Crowe & Dunlevy] Exhibit 5.1
June 9, 1998
Homeland Holding Corporation
2601 Northwest Expressway, Suite 1100E
Oklahoma City, OK 73112
Re: Registration Statement on Form S-8 Relating to Homeland Holding
Corporation 1996 Stock Option Plan
Ladies and Gentlemen:
You have requested our advice with respect to the legality of the common
stock, $0.01 par value per share ("Common Stock"), of Homeland Holding
Corporation (the "Company") issuable upon exercise of options granted or to be
granted pursuant to the Company's 1996 Stock Option Plan (the "Plan").
We have examined and are familiar with the originals or copies, the
authenticity of which has been established to our satisfaction, of all
documents or other instruments we have deemed necessary to express the opinions
hereinafter set forth. We have assumed the accuracy and completeness of such
documents and instruments and of the information contained therein.
Based on the foregoing, and upon consideration of applicable law, it is
our opinion that the 432,222 authorized but unissued shares of Common Stock or
treasury stock of the Company which may be issued pursuant to the Plan will,
upon payment therefor and delivery thereof in accordance with the Plan, be
validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the above-
captioned Registration Statement and to the reference to this firm in the
Registration Statement and related prospectus. In giving such consent, we do
not thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations thereunder.
Respectfully submitted,
CROWE & DUNLEVY,
A PROFESSIONAL CORPORATION
By /s/ J. Bradford Hammond
J. Bradford Hammond
EXHIBIT 23.1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this prospectus/
registration statement on Form S-8 (File No. _______) of our report dated
March 28, 1998, on our audits of the consolidated financial statements of
Homeland Holding Corporation as of January 03, 1998, and December 28, 1996,
and for the 53 weeks ended January 03, 1998, the 20 weeks ended December 28,
1996, the 32 weeks ended August 10, 1996, and the 52 weeks ended December 30,
1995, which report is included in the annual report on Form 10-K of Homeland
Holding Corporation for the year ended January 03, 1998. We also consent to
the incorporation of our report dated May 5, 1998 on our audit of the
financial statements of the Homeland Stores, Inc. Employee Stock Bonus Plan,
which report is included in the Annual Report on Form 11-K of the Homeland
Stores, Inc. Employee Stock Bonus Plan for the plan year ended July 31, 1997.
We also consent by reference to our firm under the caption "Experts" in the
prospectus relating to the Registration Statement.
COOPERS & LYBRAND L.L.P.
Oklahoma City, Oklahoma
June 9, 1998
