SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(b)
(Amendment No. 2)*
HOMELAND HOLDING CORPORATION
____________________________
(Name of Issuer)
Common Stock, $0.01 Par Value
______________________________
(Title of Class of Securities)
43739T104
______________
(CUSIP Number)
July 29, 1999
_______________________________________
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
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 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following page(s)
Page 1 of 19 Pages
Exhibit Index: Page 17
<PAGE>
SCHEDULE 13G
CUSIP No. 43739T104 Page 2 of 19 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
640,541 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
13.05%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
/1/ See Item 4(a)
<PAGE>
SCHEDULE 13G
CUSIP No. 43739T104 Page 3 of 19 Pages
1 Name of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
640,541 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
13.05%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
/1/ See Item 4(a)
<PAGE>
SCHEDULE 13G
CUSIP No. 43739T104 Page 4 of 19 Pages
1 Name of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
640,541 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
13.05%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
/1/ See Item 4(a)
<PAGE>
SCHEDULE 13G
CUSIP No. 43739T104 Page 5 of 19 Pages
1 Name of Reporting Person
S.S OR I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Satellite Asset Management, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of 640,541
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 640,541
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
640,541
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
13.05%
12 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 43739T104 Page 6 of 19 Pages
1 Name of Reporting Person
S.S OR I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Satellite Fund Management LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of 640,541
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 640,541
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
640,541
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
13.05%
12 Type of Reporting Person*
00; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 43739T104 Page 7 of 19 Pages
1 Name of Reporting Person
S.S OR I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Mark Sonnino (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 640,541
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
640,541
9 Aggregate Amount Beneficially Owned by Each Reporting Person
640,541
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
13.05%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 43739T104 Page 8 of 19 Pages
1 Name of Reporting Person
S.S OR I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Lief D. Rosenblatt (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 640,541
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
640,541
9 Aggregate Amount Beneficially Owned by Each Reporting Person
640,541
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
13.05%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 43739T104 Page 9 of 19 Pages
1 Name of Reporting Person
S.S OR I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Gabriel Nechamkin (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 640,541
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
640,541
9 Aggregate Amount Beneficially Owned by Each Reporting Person
640,541
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
13.05%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 19 Pages
Item 1(a) Name of Issuer:
Homeland Holding Corporation (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
2601 Northwest Expressway
Oil Center-East
Suite 1100E
Oklahoma City, Oklahoma 73112
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Soros Fund Management LLC, a Delaware limited
liability company ("SFM LLC");
ii) Mr. George Soros ("Mr. Soros");
iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller");
iv) Satellite Asset Management, L.P., a Delaware limited
partnership ("Satellite LP");
v) Satellite Fund Management LLC, a Delaware limited
liability company ("Satellite LLC");
vi) Mr. Mark Sonnino ("Mr. Sonnino");
vii) Mr. Lief D. Rosenblatt ("Mr. Rosenblatt"); and
viii) Mr. Gabriel Nechamkin ("Mr. Nechamkin").
This statement constitutes an initial filing with respect to
Satellite LP, Mr. Sonnino and Mr. Nechamkin.
This statement relates to Shares (as defined herein) held for
the account of Quantum Partners LDC, a Cayman Islands exempted limited duration
company ("Quantum Partners"). SFM LLC, a Delaware limited liability company,
serves as principal investment manager to Quantum Partners and, as such, has
been granted investment discretion over portfolio investments, including the
Shares, held for the account of Quantum Partners. SFM LLC, on behalf of Quantum
Partners, has granted investment discretion over certain investments, including
the Shares, to Satellite LP, pursuant to an investment management contract
between Quantum Partners and Satellite LP (the "Quantum Partners-Satellite
Contract"). Satellite LLC is the general partner of Satellite LP. None of SFM
LLC, Mr. Soros and Mr. Druckenmiller currently exercises voting or dispositive
power over the Shares held for the account of Quantum Partners. Mr. Soros is the
Chairman of SFM LLC. Mr. Druckenmiller is the Lead Portfolio Manager and a
Member of the Management Committee of SFM LLC. Mr. Sonnino, Mr.
Rosenblatt and Mr. Nechamkin are Managing Members of Satellite LLC.
<PAGE>
Page 11 of 19 Pages
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of SFM
LLC, Mr. Soros and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New
York, NY 10106. The address of the principal business office of each of
Satellite LP, Satellite LLC, Mr. Sonnino, Mr. Rosenblatt and Mr. Nechamkin is
888 Seventh Avenue, 29th Floor, New York, NY 10106.
Item 2(c) Citizenship:
i) SFM LLC is a Delaware limited liability company;
ii) Mr. Soros is a United States citizen;
iii) Mr. Druckenmiller is a United States citizen;
iv) Satellite LP is a Delaware limited partnership;
v) Satellite LLC is a Delaware limited liability company;
vi) Mr. Sonnino is a United States citizen;
vii) Mr. Rosenblatt is a United States citizen; and
viii) Mr. Nechamkin is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value (the "Shares").
Item 2(e) CUSIP Number:
43739T104
Item 3. Not Applicable
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of August 10, 1999, each of the Reporting Persons may be
deemed the beneficial owner of the following number of Shares:
i) Each of SFM LLC, Mr. Soros and Mr. Druckenmiller
may be deemed to be the beneficial owner of the
640,541 Shares held for the account of Quantum
Partners. As a consequence of Quantum Partners'
ability to (i) terminate the Quantum Partners-
Satellite Contract with respect to all investments,
including those involving the Shares
<PAGE>
Page 12 of 19 Pages
held for the account of Quantum Partners and (ii)
return voting and dispositive power to SFM LLC within
60 days, notwithstanding the fact that none of SFM
LLC, Mr. Soros and Mr. Druckenmiller currently
exercises such power, SFM LLC, Mr. Soros and Mr.
Druckenmiller may be deemed to be the beneficial
owners of the 640,541 Shares held for the account of
Quantum Partners.
ii) Each of Satellite LP, Satellite LLC, Mr. Sonnino,
Mr. Rosenblatt and Mr. Nechamkin may be deemed the
beneficial owner of 640,541 Shares held for the
account of Quantum Partners.
Item 4(b) Percent of Class:
The number of Shares of which each of SFM LLC, Mr. Soros, Mr.
Druckenmiller, Satellite LP, Satellite LLC, Mr. Sonnino, Mr. Rosenblatt and Mr.
Nechamkin may be deemed to be the beneficial owner constitutes approximately
13.05% of the total number of Shares outstanding.
Item 4(c) Number of shares as to which such person has:
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 13 of 19 Pages
Satellite LP
------------
(i) Sole power to vote or to direct the vote: 640,541
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 640,541
(iv) Shared power to dispose or to direct the disposition of: 0
Satellite LLC
-------------
(i) Sole power to vote or to direct the vote: 640,541
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 640,541
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Sonnino
-----------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 640,541
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 640,541
Mr. Rosenblatt
--------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 640,541
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 640,541
<PAGE>
Page 14 of 19 Pages
Mr. Nechamkin
-------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 640,541
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 640,541
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
The shareholders of Quantum Partners, including Quantum Fund
N.V., a Netherlands Antilles company, have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares, held for
the account of Quantum Partners in accordance with their ownership interests in
Quantum Partners.
Information contained herein concerning SFM LLC, Mr. Soros and
Mr. Druckenmiller has been provided by SFM LLC. Satellite LP, Satellite LLC, Mr.
Sonnino, Mr. Rosenblatt and Mr. Nechamkin assume no responsibility for such
information. Information contained herein concerning Satellite LP, Satellite
LLC, Mr. Sonnino, Mr. Rosenblatt and Mr. Nechamkin has been provided by
Satellite LP. SFM LLC, Mr. Soros and Mr. Druckenmiller assume no responsibility
for such information.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 15 of 19 Pages
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: August 10, 1999 SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
-----------------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
-----------------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
-----------------------------------
Sean C. Warren
Attorney-in-Fact
SATELLITE ASSET MANAGEMENT, L.P.
By: Satellite Fund Management LLC
its General Partner
By: /S/ LIEF D. ROSENBLATT
------------------------------
Lief D. Rosenblatt
Managing Member
SATELLITE FUND MANAGEMENT LLC
By: /S/ LIEF D. ROSENBLATT
-----------------------------------
Lief D. Rosenblatt
Managing Member
<PAGE>
Page 16 of 19 Pages
MARK SONNINO
/S/ MARK SONNINO
-----------------------------------------
LIEF D. ROSENBLATT
/S/ LIEF D. ROSENBLATT
-----------------------------------------
GABRIEL NECHAMKIN
/S/ GABRIEL NECHAMKIN
-----------------------------------------
<PAGE>
Page 17 of 19 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement dated August 10, 1999 by and
among Soros Fund Management LLC, Mr. George Soros, Mr.
Stanley F. Druckenmiller, Satellite Asset Management,
L.P., Satellite Fund Management LLC, Mr. Mark Sonnino,
Mr. Lief D. Rosenblatt and Mr. Gabriel Nechamkin........ 18
Page 18 of 19 Pages
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to
the Common Stock of Homeland Holding Corporation, dated as of August 10, 1999
is, and any amendments thereto signed by each of the undersigned shall be, filed
on behalf of us pursuant to and in accordance with the provisions of Rule
13d-1(f) under the Securities Exchange Act of 1934.
Date: August 10, 1999 SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
-----------------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
-----------------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
-----------------------------------
Sean C. Warren
Attorney-in-Fact
SATELLITE ASSET MANAGEMENT, L.P.
By: Satellite Fund Management LLC
its General Partner
By: /S/ LIEF D. ROSENBLATT
------------------------------
Lief D. Rosenblatt
Managing Member
SATELLITE FUND MANAGEMENT LLC
By: /S/ LIEF D. ROSENBLATT
-----------------------------------
Lief D. Rosenblatt
Managing Member
<PAGE>
Page 16 of 19 Pages
MARK SONNINO
/S/ MARK SONNINO
-----------------------------------------
LIEF D. ROSENBLATT
/S/ LIEF D. ROSENBLATT
-----------------------------------------
GABRIEL NECHAMKIN
/S/ GABRIEL NECHAMKIN
-----------------------------------------
