SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 29, 1994 HOMELAND HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 33-48862 73-1311075 State or Other Jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 400 N. E. 36th Street Oklahoma City, OK 73105 (Address of Principal Executive Offices) (Zip Code) (405) 557-5500 Registrant's Telephone Number, Including Area Code: Item 5. Other Events. On November 30, 1994, Homeland Stores, Inc. (the "Company"), a wholly-owned subsidiary of the registrant, Homeland Holding Corporation ("Holding" and, together with the Company, "Homeland"), entered into a letter of intent (the "Letter of Intent") with Associated Wholesale Grocers, Inc. ("AWG") with respect to the purchase by AWG of 29 of the Company's stores and its warehouse complex for a purchase price of $45 million plus the value of the inventory in the 29 stores and the warehouse. As part of the transaction memorialized in the Letter of Intent (the "Transaction"), the Company will also enter into a seven year supply agreement with AWG. A copy of the Letter of Intent is attached hereto as Exhibit 10pp. In addition, on November 29, 1994, the Company's President and Chief Executive Officer, Max E. Raydon, resigned, and the Board of Directors of the Company appointed James A. Demme to replace Mr. Raydon. On November 30, 1994, the Company issued a press release describing the Transaction and announcing the resignation of Mr. Raydon and the appointment of Mr. Demme. A copy of the press release is attached hereto as Exhibit 99a. Attached hereto as Exhibit 99b is certain financial information consisting of (a) an unaudited summary projection of Homeland's financial results for 1994 and (b) an unaudited summary projection of Homeland's financial results for 1994 adjusted to give effect to the Transaction and certain related transactions. Item 7. Financial Statements and Exhibits (c) Exhibits: The following exhibits are filed as part of this Report: Exhibit No. Description 10pp Letter of Intent, executed on November 30, 1994, between Homeland Stores, Inc. and Associated Wholesale Grocers, Inc. 99a Press release issued by Homeland Stores, Inc. on November 30, 1994. 99b Unaudited Summary Financial Data for the 52 weeks ended December 31, 1994. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to signed on its behalf by the undersigned thereunto duly authorized. HOMELAND HOLDING CORPORATION By: Mark S. Sellers Mark S. Sellers, Executive Vice President/Finance, Treasurer, Chief Financial Officer and Secretary Dated: December 3, 1994 Form 8-K Exhibit Index Exhibit NO. Description 10pp Letter of Intent, executed on November 30, 1994, between Homeland Stores, Inc. and Associated Wholesale Grocers, Inc. 99a Press release issued by Homeland Stores, Inc. on November 30, 1994 99b Unaudited Summary Financial Data for the 52 weeks ended December 31, 1994.