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. 3)*
HOMELAND HOLDING CORPORATION
____________________________
(Name of Issuer)
Common Stock, $0.01 Par Value
_______________________________
(Title of Class of Securities)
43739TP104
______________
(CUSIP Number)
December 31, 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 disclosure
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 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 14 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 43739T104 Page 2 of 14 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 640,541
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive
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)
13.03%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 43739T104 Page 3 of 14 Pages
1 Name of Reporting Person
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 640,541
Each
Reporting 7 Sole Dispositive
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)
13.03%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 43739T104 Page 4 of 14 Pages
1 Name of Reporting Person
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 640,541
Each
Reporting 7 Sole Dispositive
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)
13.03%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 43739T104 Page 5 of 14 Pages
1 Name of Reporting Person
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 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
PN; IA
/1/ See Item 2(a).
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 43739T104 Page 6 of 14 Pages
1 Name of Reporting Person
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 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
OO; IA
/1/ See Item 2(a).
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 43739T104 Page 7 of 14 Pages
1 Name of Reporting Person
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 0
Each
Reporting 7 Sole Dispositive
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
IA
/1/ See Item 2(a).
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 43739T104 Page 8 of 14 Pages
1 Name of Reporting Person
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 0
Each
Reporting 7 Sole Dispositive
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
IA
/1/ See Item 2(a).
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 43739T104 Page 9 of 14 Pages
1 Name of Reporting Person
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 0
Each
Reporting 7 Sole Dispositive
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0 /1/
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
IA
/1/ See Item 2(a).
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 14 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("SFM LLC");
ii) Mr. George Soros ("Mr. Soros"); and
iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller").
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 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, had previously granted
investment discretion over certain investments, including the Shares, to
Satellite Asset Management, L.P. ("Satellite LP") pursuant to an investment
management contract between Quantum Partners and Satellite LP (the "Quantum
Partners-Satellite Contract"). However, the Quantum Partners-Satellite Contract
has been terminated with respect to the Shares and as a result Satellite LP,
Satellite Fund Management LLC, Mr. Mark Sonnino, Mr. Lief D. Rosenblatt and Mr.
Gabriel Nechamkin may no longer be deemed the beneficial owners of 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.
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.
Item 2(c) Citizenship:
i) SFM LLC is a Delaware limited liability company;
ii) Mr. Soros is a United States citizen; and
iii) Mr. Druckenmiller is a United States citizen.
<PAGE>
Page 11 of 14 Pages
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value (the "Shares").
Item 2(e) CUSIP Number:
43739T104
item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of December 31, 1999, 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.
Item 4(b) Percent of Class:
The number of Shares of which each of SFM LLC, Mr. Soros and
Mr. Druckenmiller, may be deemed to be the beneficial owner constitutes
approximately 13.03% 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: 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. Soros
---------
(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 12 of 14 Pages
Mr. Druckenmiller
-----------------
(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 13 of 14 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: February 10, 2000 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-------------------------------
Michael C. Neus
Assistant General Counsel
Date: February 10, 2000 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 10, 2000 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 10, 2000 SATELLITE ASSET MANAGEMENT, L.P.
By: Satellite Fund Management LLC
its General Partner
By: /S/ LIEF D. ROSENBLATT
----------------------
Lief D. Rosenblatt
Managing Member
Date: February 10, 2000 SATELLITE FUND MANAGEMENT LLC
By: /S/ LIEF D. ROSENBLATT
-------------------------------
Lief D. Rosenblatt
Managing Member
<PAGE>
Page 14 of 14 Pages
Date: February 10, 2000 MARK SONNINO
/S/ MARK SONNINO
----------------------------------------
Date: February 10, 2000 LIEF D. ROSENBLATT
/S/ LIEF D. ROSENBLATT
----------------------------------------
Date: February 10, 2000 GABRIEL NECHAMKIN
/S/ GABRIEL NECHAMKIN
----------------------------------------
