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): 	April 21, 1995 	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 2.	Acquisition or Disposition of Assets 	On April 21, 1995, Homeland Stores, Inc. (the "Company"), a wholly-owned subsidiary of the registrant, Homeland Holding Corporation ("Holding" and together with the Company, "Homeland"), sold 29 of its stores and its warehouse and distribution center to Associated Wholesale Grocers, Inc. ("AWG"), pursuant to an Asset Purchase Agreement dated as of February 6, 1995 (the "Purchase Agreement"), for a cash purchase price of $45 million plus approximately $27.6 million for the value of the inventory in the stores and the warehouse, subject to certain purchase price adjustments. At the closing, the Company and AWG also entered into a seven-year supply agreement whereby the Company became a retail member of the AWG cooperative and AWG became the Company's primary supplier. The transactions between the Company and AWG are referred to herein as the "AWG Transaction." 	In connection with the AWG Transaction, the Company has developed a plan to close certain marginal and unprofitable stores. Such a plan is now financially feasible due to the sale of the warehouse and distribution center and the elimination of the high fixed costs associated with the warehouse operations. The Company closed seven stores during the first quarter of 1995 and plans to close an additional eight stores by the end of 1995. 	On April 24, 1995, the Company issued a press release announcing the AWG Transaction, entry into a new credit facility with National Bank of Canada, the resignation of Mr. Mark S. Sellers as the Executive Vice President-Finance and Chief Financial Officer, effective May 7, 1995, and the appointment of Mr. Larry W. Kordisch as Executive Vice President-Finance and Chief Financial Officer, effective May 7, 1995. Item 7.	Financial Statements and Exhibits 	(b)	Pro forma and forecasted financial information: 		Filed as part of this Report are the unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 1994 and the unaudited Forecasted Condensed Consolidated Statements of Operations for the 52 weeks ending December 30, 1995 and December 28, 1996. 	(c)	Exhibits filed as a part of this Report: 			Exhibit No.		Description 			 99c			Press Release issued by Homeland 							Stores, Inc. on April 13, 1995 			 99d			Press Release issued by Homeland	Stores, Inc. on April 24, 1995 	SIGNATURE 		Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 						HOMELAND HOLDING CORPORATION 							By: Larry W. Kordisch 								Larry W. Kordisch, Executive 								Vice President/Finance, 								Treasurer, Chief Financial 								Officer and Secretary Dated: May 8, 1995 				 	HOMELAND HOLDING CORPORATION AND SUBSIDIARY 	Introduction to Pro Forma Condensed 	Consolidated Balance Sheet and Forecasted Condensed 	Consolidated Statements of Operations 	(Unaudited) 	Set forth below is certain pro forma and forecasted financial data of the Company which was prepared by the Company's management and has not been examined, reviewed or compiled by the Company's independent accountants. The information includes (i) the Company's unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 1994 and (ii) the Company's unaudited Forecasted Condensed Consolidated Statements of Operations for the 52 weeks ending December 30, 1995 and December 28, 1996 (the "Forecast"). The Company as a matter of course does not prepare projections or financial forecasts as to anticipated future revenues or earnings that are publicly disclosed. 	The Pro Forma Condensed Consolidated Balance Sheet as of December 31, 1994 presents the financial position of the Company assuming the AWG Transaction occurred as of such balance sheet date, after giving effect to the adjustments described in the accompanying notes. The pro forma information does not purport to be indicative of the financial position which would have actually been obtained if the AWG Transaction had occurred on the date indicated. In addition, the pro forma financial information does not purport to be indicative of financial positions which may be obtained in the future. 	The Forecast presents, to the best of the Company's knowledge and belief, the estimated results of operations for the forecast period, after giving effect to the AWG Transaction and the store closing plan as described above (see Item 2 - "Acquisition or Disposition of Assets"). However, the Forecast necessarily make numerous assumptions with respect to industry performance, general business and economic conditions and other matters that are beyond the Company's control. Additionally, the Forecast was prepared as of April 21, 1995 and has not been revised to reflect, among other things, revised forecasts for the Company's businesses, changes in general business and economic conditions or any other transactions or events that have occurred or may occur and that were not anticipated at the time such Forecast was prepared. Accordingly, there can be no assurance that the forecasted results will be realized or that actual results will not be significantly lower than those forecasted. It is expected that differences between the forecasted and actual results will occur, because events and circumstances frequently do not occur as expected, and those differences may be material and adverse. 	The Forecast is presented in conformity with the guidelines for presentation of a forecast established by the American Institute of Certified Public Accountants. The Forecast is based on a number of estimates and assumptions that, though considered reasonable by the Company, are inherently difficult to predict and many are beyond the control of the Company and may not have been, or may no longer be, accurate and based upon assumptions with respect to future business decisions which are subject to change. Accordingly, there can be no assurance that the forecasted results will be realized, and actual results will not be significantly higher or lower than forecasted. 	The Company does not intend to update or otherwise revise the Forecast to reflect circumstances existing after April 21, 1995 or to reflect the occurrence of unanticipated events or circumstances even in the event that any or all of the underlying assumptions are shown to be in error. 	The pro forma and forecasted financial information should be read in conjunction with the Company's audited Consolidated Financial Statements and Notes thereto contained in the 1994 Annual Report on Form 10-K/A. 	HOMELAND HOLDING CORPORATION AND SUBSIDIARY 	PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET 	December 31, 1994 	(In thousands, except share and per share amounts) 	(Unaudited) 	ASSETS 		Pro Forma		 		Adjustments		As 	Historical	 (Note 1) 	Adjusted Current assets: 	Cash and cash equivalents	$ 339	$ (309)	(2)	$ 930	 	Restricted cash	- 	5,000	(2)	5,000 	Receivables, net of allowance	12,235	- 		12,235 	Receivable for taxes 	2,270	- 		2,270 	Inventories	89,850	(37,063) (3)	52,787 	Prepaid expenses and other 		current assets	 6,384	 (5)		 6,379 			Total current assets	111,078	(32,377)		78,701 Net property, plant and equipment	117,379	(34,191) (4)	83,188 Excess of purchase price over fair 	value of net assets acquired, net 	of amortization	2,475	 - 		2,475 Other assets and deferred charges	 8,202	 (1,049) (5)	 7,153 			Total assets	$239,134	$(67,617)		$171,517 	See accompanying notes to Pro Forma Condensed Consolidated 	Balance Sheet and Forecasted Condensed Consolidated 	Statements of Operations. 	HOMELAND HOLDING CORPORATION AND SUBSIDIARY 	PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET, Continued 	December 31, 1994 	(In thousands, except share and per share amounts) 	(Unaudited) 	Liabilities and Stockholders' Equity 		Pro Forma		 		Adjustments		As 	Historical	 (Note 1) 	Adjusted Current liabilities: 	Accounts payable - trade	$ 30,317	$(18,289) (6)	$ 12,028 	Other current liabilities	26,780	(5,053) (6)	21,727 	Current portion of long-term debt	2,250	(1,500) (8)	750 	Current portion of obligations under 			capital leases	 7,828	 (4,778) (7)	 3,050	 			Total current liabilities	67,175	(29,620)	37,555 Long-term obligations: 	Long-term debt	145,000	(33,700) (8)	111,300 	Obligations under capital leases	11,472	(649) (7)	10,823 	Other noncurrent liabilities	 10,181	 561	(9)	 10,742 			Total long-term obligations	166,653	(33,798)		132,865 Redeemable common stock, Class A, 	$.01 par value, 3,864,211 shares 	at December 31, 1994 at redemption value	1,235	- 		1,235 Stockholders' equity: 	Common Stock (Note 9): 			Class A, $.01 par value, authorized - 			40,500,000 shares, issued - 31,604,989 			shares at December 31, 1994, 			outstanding - 30,878,989 shares	316	- 		316 	Additional paid-in capital	53,896	- 		53,896 	Accumulated deficit	(48,398)	(4,209)	(10)	(52,607)	 	Treasury stock, 726,000 shares at 			December 31, 1994, at cost	 (1,743)	 - 		 (1,743) 			Total stockholders' equity	 4,071	 (4,209)		 (138) 			Total liabilities and stockholders' 			 equity	$239,134	$(67,617)		$171,517 	See accompanying notes to Pro Forma Condensed Consolidated 	Balance Sheet and Forecasted Condensed Consolidated 	Statements of Operations. 	HOMELAND HOLDING CORPORATION AND SUBSIDIARY 	FORECASTED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 	(In thousands, except share and per share amounts) 	(Unaudited) 	(Note 1)		(Note 11) 	Historical		 Forecasted 	52 weeks	52 weeks		52 weeks	 	ended	ending		ending 	December 31,	December 30,	December 28, 	 1994 	 1995 	 1996 Sales, net	$785,121	$634,065	$537,733 Cost of sales	 588,405	 476,449	 399,547 	Gross profit	196,716	157,616	138,186 Selling and administrative expenses	193,643	153,009	126,597 Operational restructuring costs	 23,205	 - 	 - 	Operating profit (loss)	(20,132)	4,607	11,589 Interest expense	 (18,067)	 (16,059)	(14,113) Loss before income tax provision and extraordinary items	(38,199)	(11,452)	(2,524) Income tax provision	 (2,446)	 - 	 - Net loss	 (40,645)	(11,452)	 (2,524) Extraordinary Items	- 	(2,349)	- Reduction in redemption value - 	redeemable common stock	 7,284	 - 	 - Net loss available to common 	stockholders	$(33,361)	$(13,801)	$(2,524) Net loss per common share	$ (.96)	$ (.41)	$ (.08) Weighted average shares outstanding	34,752,527	33,266,177	32,627,017 	See accompanying notes to Pro Forma Condensed Consolidated 	Balance Sheet and Forecasted Condensed Consolidated 	Statements of Operations. 	HOMELAND HOLDING CORPORATION AND SUBSIDIARY 	NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET 	AND FORECASTED CONDENSED CONSOLIDATED 	STATEMENTS OF OPERATIONS 	(Unaudited) 1.	Pro Forma adjustments and forecasted financial information - The Pro Forma Condensed Consolidated Balance Sheet as of December 31, 1994 is derived from the Company's audited Financial Statements incorporated in the 1994 Annual Report on Form 10- K/A. The Forecast presents, to the best of the Company's knowledge and belief, the estimated condensed consolidated results of operations for the forecast period after giving effect to the assumptions described hereafter (see Note 11). 2.	Cash and cash equivalents - Reflects the application of Net Proceeds from the AWG Transaction and the closure of certain stores against current liabilities, extinguishment of debt, as indicated in the Company's Annual Report on Form 10-K/A, and other transaction-related costs, offset by approximately $2 million borrowed under the Amended and Restated Revolving Credit Agreement to fund certain such expenditures. Restricted cash reflects a portion of the net proceeds which will be held for future reinvestment in capital expenditures. In the event such, or any portion of such, net proceeds are not reinvested or committed for reinvestment within 180 days of the AWG Transaction, the remaining net proceeds shall be applied by the Company to an offer to redeem the Notes. 3.	Inventories - Reflects the sale of the inventory in the stores and the warehouse to AWG and the disposition of the inventory in the 15 stores to be closed. Under the terms of the AWG Transaction, the proceeds received from the sale of the inventory in the stores and the warehouse on April 21, 1995, were based on the actual physical inventory on hand as of that date. 4.	Net property, plant and equipment - Reflects the sale of the net property, plant and equipment for the 29 stores and the warehouse to AWG and the sale or disposal of the net property, plant and equipment in the 15 stores being closed in 1995. 5.	Other assets and deferred charges - Reflects the write off of a portion of the refinancing costs in connection with the debt that is assumed to be extinguished (see Note 8), net of deferred financing cost associated with the new credit facility. 	HOMELAND HOLDING CORPORATION AND SUBSIDIARY 	NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET 	AND FORECASTED CONDENSED CONSOLIDATED 	STATEMENTS OF OPERATIONS 	(Unaudited) 6.	Payables - Reflects the payment of the payables associated with the 29 stores and the warehouse sold to AWG and the 15 stores being closed in 1995. 7.	Obligations under capital leases - Reflects the assumption by AWG of certain building capital leases in certain stores and the warehouse and the buyout of equipment capital leases in the 29 stores, and the 15 stores being closed in 1995, from the lessor. 8.	Long-term debt - Reflects the use of the net proceeds available from the AWG Transaction to reduce the outstanding debt as indicated in the Company's 1994 Annual Report on Form 10-K/A. 9	Noncurrent restructuring reserve - Reflects the removal of certain amounts included in the restructuring reserve except for the expenses associated with the planned store closing (primarily occupancy costs from closing date to lease termination or sublease date), as such amounts are contained in the pro forma adjustments described above. 10.	Accumulated deficit - Net impact resulting from the pro forma adjustments, comprising: 		Depreciation on fixed assets sold 		 for the period from December 31, 1994 		 to April 21, 1995						 $1,414 		Write off of deferred financing costs	 1,424 		Noteholders fees and premium for early 		 extinguishment of debt					925 		Estimated closed store severance costs		986 		Other, net							 (540) 			Total net impact					 $4,209 	HOMELAND HOLDING CORPORATION AND SUBSIDIARY 	NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET 	AND FORECASTED CONDENSED CONSOLIDATED 	STATEMENTS OF OPERATIONS 	(Unaudited) 11.	Summary of Significant Forecast Assumptions 	(a)	Significant accounting polices - The accounting polices used in the Forecast are those that are expected to be used during the forecast period. The accounting polices are the same as those used by the Company as described in the Summary of Significant Accounting Polices in Note 2 to the historical consolidated financial statements of the Company for the year ended December 31, 1994 as incorporated in the 1994 Annual Report on Form 10-K/A. 	(b)	Significant Forecast assumptions - Although the Company believes the assumptions to be reasonable, there is no assurance that such forecasted results will be realized. 		The principal assumptions taken into consideration in the preparation of the Forecast are: 		(i)		The Company has reflected the actual unaudited results through the first quarter of 1995 in the 1995 forecasted results. The Company has also given effect to the AWG Transaction and the store closure plan relating to certain stores as described in Item 2 "Acquisition or Disposition of Assets". 		(ii)		The Company has forecasted sales growth at 0% for 1995 and approximately 1.1% for 1996. The forecasted sales take into consideration currently known competitive activities and the implementation of a new marketing strategy following the AWG Transaction. The forecasted sales also incorporate the impact of the AWG Transaction and the store closure plan. 		(iii)	The Company has reflected in the Forecast the impact on gross profit of changing its method of purchasing from an owned warehouse facility to purchasing from AWG, as well as the impact of management's new marketing strategies. 	HOMELAND HOLDING CORPORATION AND SUBSIDIARY 	NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET 	AND FORECASTED CONDENSED CONSOLIDATED 	STATEMENTS OF OPERATIONS 	(Unaudited) 		 (iv)	The Company has reflected in the Forecast selling and administrative expenses that are generally based on the Company's historical expenses. Such amounts have been adjusted for any known or anticipated contractual increases or decreases in expenses, the potential estimated cost impact of senior ranking union employees, employed in the stores to be sold to AWG or closed, that replace junior union employees in the continuing stores as provided for in the retail union collective bargaining agreement, and administrative downsizing resulting from the AWG Transaction and the store closure plan. 		(v)		Interest expense is forecasted based on interest rates set forth in the Amended and Restated Credit Agreement dated as of April 21, 1995 and the Indenture, as supplemented, dated as of March 4, 1992. 		(vi)		As a result of the expected reduction of outstanding debt discussed in Note 8 above, the Company expects to incur an extraordinary loss in 1995 resulting from the write-off of unamortized financing costs, consent fees and premium for early extinguishment of the debt. 		(vii)	The Company has not reflected any inflation or deflation in the Forecast.