Conformed Copy
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended: September 9, 1995
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission file No.: 33-48862
HOMELAND HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 73-1311075
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2601 Northwest Expressway
Oil Center-East
Oklahoma City, Oklahoma 73112
(Address of principal executive offices) (Zip Code)
(405) 879-6600
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the
issuer's classes of common stock as of October 20, 1995.
Class A Common Stock, including redeemable common stock: 32,599,707 shares
Class B Common Stock: None
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
HOMELAND HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)
ASSETS
September 9, December 31,
1995 1994
Current assets:
Cash and cash equivalents $ 7,871 $ 339
Receivables, net of allowance for uncollectible
accounts of $1,965 and $1,543 13,312 12,235
Receivables for taxes - 2,270
Inventories 47,070 89,850
Prepaid expenses and other current assets 3,287 6,384
Total current assets 71,540 111,078
Property, plant and equipment:
Land 9,160 10,997
Buildings 22,274 29,276
Fixtures and equipment 43,492 61,360
Land and leasehold improvements 23,271 32,410
Software 16,677 17,876
Leased assets under capital leases 28,580 46,015
Construction in progress 2,479 2,048
145,933 199,982
Less, accumulated depreciation
and amortization 65,269 82,603
Net property, plant and equipment 80,664 117,379
Excess of purchase price over fair
value of net assets acquired, net
of amortization of $908 and $795 2,398 2,475
Other assets and deferred charges 5,465 8,202
Total assets $160,067 $239,134
Continued
The accompanying notes are an integral part
of these financial statements.
HOMELAND HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS, Continued
(In thousands, except share and per share amounts)
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
September 9, December 31,
1995 1994
Current liabilities:
Accounts payable - trade $ 21,327 $ 30,317
Salaries and wages 2,056 1,925
Taxes 6,175 6,492
Accrued interest payable 503 3,313
Other current liabilities 13,425 15,050
Current portion of long-term debt - 2,250
Current portion of obligations under capital
leases 4,149 7,828
Current portion of restructuring reserve 1,113 -
Total current liabilities 48,748 67,175
Long-term obligations:
Long-term debt 97,717 145,000
Obligations under capital leases 9,024 11,472
Other noncurrent liabilities 3,896 5,176
Noncurrent restructuring reserve 7,694 5,005
Total long-term obligations 118,331 166,653
Redeemable common stock, Class A, $.01 par value,
1,720,718 shares at September 9, 1995 and
3,864,211 shares at December 31, 1994, at 815 1,235
redemption value
Stockholders' equity:
Common stock
Class A, $.01 par value, authorized - 40,500,000
shares, issued - 33,748,482 shares at September 9,
1995 and 31,604,989 shares at December 31, 1994
outstanding - 30,878,989 shares 337 316
Additional paid-in capital 54,947 53,896
Accumulated deficit (60,296) (48,398)
Treasury stock, 2,869,493 shares at September 9,
1995 and 726,000 shares at December 31, 1994,
at cost (2,815) (1,743)
Total stockholders' equity (7,827) 4,071
Total liabilities and stockholders' equity $160,067 $239,134
The accompanying notes are an integral part
of these financial statements.
HOMELAND HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
12 weeks 12 weeks
ended ended
September 9, September 10,
1995 1994
Sales, net $133,020 $174,264
Cost of sales 101,491 128,443
Gross profit 31,529 45,821
Selling and administrative 32,465 43,962
Operating profit (loss) (936) 1,859
Interest expense 3,367 4,140
Loss before income taxes (4,303) (2,281)
Income tax expense - -
Net loss $ (4,303) $ (2,281)
Net loss per common share $ (.13) $ (.07)
Weighted average shares outstanding 32,599,707 34,743,200
The accompanying notes are an integral part
of these financial statements.
HOMELAND HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
36 weeks 36 weeks
ended ended
September 9, September 10,
1995 1994
Sales, net $458,088 $541,591
Cost of sales 347,506 400,115
Gross profit 110,582 141,476
Selling and administrative 108,473 128,309
Operating profit 2,109 13,167
Interest expense 11,677 12,190
Income (loss) before income taxes and
extraordinary items (9,568) 977
Income tax expense - 1,046
Loss before extraordinary items (9,568) (69)
Extraordinary items (2,330) -
Net loss $(11,898) $ (69)
Loss before extraordinary items per
common share $ (.29) $ (.00)
Extraordinary items per common share (.07) -
Net loss per common share $ (.36) $ (.00)
Weighted average shares outstanding 33,500,994 34,756,672
The accompanying notes are an integral part
of these financial statements.
HOMELAND HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share and per share amounts)
(Unaudited)
Minimum
Class A Additional Pension Total
Common Stock Paid-inAccumulatedLiabilityTreasury Stock Stockholders'
Shares Amount Capital Deficit AdjustmentShares Amo
unt Equity
Balance, January 1, 199431,498,989 $315$46,358$(7,753)$(572) 620,000
$(1,488) $36,860
Purchase of treasury stock106,000 1 254 - - 106,000
(255) -
Adjustment to reduce
minimum liability - - - - 572 - - 572
Net loss - - - (69) - - -
(69)
Balance, September 10, 199431,604,989$316$46,612$(7,822)$ - 726,000
$(1,743) $37,363
Balance, December 31, 199431,604,989$316$53,896$(48,398)$ - 726,000
$(1,743) $ 4,071
Purchase of treasury stock2,143,493 21 1,051 - - 2,143,493
(1,072) -
Net loss - - - (11,898) - - -
(11,898)
Balance, September 9, 199533,748,482$337$54,947$(60,296)$ - 2,869,493
$(2,815) $(7,827)
The accompanying notes are an integral part
of these financial statements.
HOMELAND HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except share and per share amounts)
(Unaudited)
36 weeks 36 weeks
ended ended
September 9, September 10,
1995 1994
Cash flows from operating activities:
Net loss $(11,898) $ (69)
Adjustments to reconcile net loss to net
cash from operating activities:
Depreciation and amortization 8,908 11,399
Amortization of financing costs 771 998
Write-off of financing cost on long
term debt retired 1,424 -
Loss (gain) on disposal of assets (275) 28
Amortization of beneficial interest in
operating leases 143 179
Change in assets and liabilities:
(Increase) decrease in receivables (426) 2,136
Decrease in receivables for taxes 2,270 -
Decrease in inventories 14,904 1,400
(Increase) decrease in prepaid expenses
and other current assets 3,097 (6,914)
Decrease in other assets and deferred charges 228 107
Decrease in accounts payable - trade (8,989) (1,861)
Increase (decrease) in salaries and wages 131 (859)
Increase (decrease) in taxes (317) 3,475
Decrease in accrued interest payable (2,810) (2,676)
Decrease in other current liabilities (1,625) (1,142)
Decrease in noncurrent restructuring reserve(12,196) -
Decrease in other noncurrent liabilities (1,105) (1,768)
Total adjustments 4,133 4,502
Net cash provided by (used in) operating
activities (7,765) 4,433
Cash flows from investing activities:
Capital expenditures (1,008) (4,713)
Cash received from sale of assets 73,038 401
Net cash provided by (used in) investing
activities 72,030 (4,312)
Cash flows from financing activities:
Payments under senior secured floating rate
notes (9,375) -
Payments under senior secured fixed rate notes(15,625) -
Borrowings under revolving credit loans 62,811 43,000
Payments under revolving credit loans (85,095) (35,000)
Net payments under swing loans (1,500) (5,000)
Principal payments under notes payable (750) (1,000)
Principal payments under capital lease
obligations (6,127) (2,359)
Payments to acquire treasury stock (1,072) (255)
Net cash used in financing activities (56,733) (614)
Net increase (decrease) in cash and cash
equivalents 7,532 (493)
Cash and cash equivalents at beginning of period 339 2,194
Cash and cash equivalents at end of period $ 7,871 $ 1,701
continued
The accompanying notes are an integral part
of these financial statements.
HOMELAND HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except share and per share amounts)
(Unaudited)
36 weeks 36 weeks
ended ended
September 9, September 10,
1995 1994
Supplemental information:
Cash paid during the period for interest $13,636 $13,794
Cash paid during the period for income taxes $ - $ 236
The accompanying notes are an integral part
of these financial statements.
HOMELAND HOLDING CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Preparation of Consolidated Financial Statements.
The accompanying unaudited consolidated financial
statements of Homeland Holding Corporation and
Subsidiary (the "Company") reflect all adjustments
consisting only of normal and recurring adjustments
which are, in the opinion of management, necessary to
present fairly the consolidated financial position and
the consolidated results of operations and cash flows
for the periods presented. These unaudited
consolidated financial statements should be read in
conjunction with the consolidated financial statements
of the Company for the period ended December 31, 1994
and the notes thereto. As a result of the amendments
to the Senior Note Indenture, as well as the redemption
of a portion of the Senior Notes and the replacement of
the Revolving Credit Agreement, discussed in Item 2
"Management's Discussion and Analysis of Financial
Condition and Results of Operations: Liquidity and
Capital Resources", the Company incurred the following
extraordinary loss in the 36 weeks ended September 9,
1995:
Consent fees equal to
$5.00 for each $1,000
principal amount of the
$120.0 million Senior Notes $600,000
Premiums on redemption of
$15.6 million of the
Senior Secured Fixed Rate
Notes, due March 1999 306,000
Unamortized financing costs
related to the redemption of
$25.0 million of Senior
Notes, due March 1997 and
March 1999, and the replacement
of the Revolving Credit
Agreement 1,424,000
Extraordinary loss $2,330,000
2. Accounting Policies.
The policies of the Company are summarized in the
consolidated financial statements of the Company for
the 52 weeks ended December 31, 1994 and the notes
thereto.
3. Restructuring.
In accordance with a strategic plan approved by the
Board of Directors in December 1994, the Company
entered into an agreement with Associated Wholesale
Grocers, Inc. ("AWG") on February 6, 1995, pursuant to
which the Company sold 29 of its stores and its
warehouse and distribution center to AWG on April 21,
1995. In connection with this strategic plan, the
Company also plans to close fifteen under-performing
stores during 1995, nine of which were closed during
the 36 weeks ended September 9, 1995. During the 36
weeks ended September 9, 1995, the Company incurred
expenses associated with the operational restructuring
as follows:
Operational
Operational restructuring Operational
restructuring expenses incurred restructuring
reserve at in the 36 weeks ended reserve at
December 31, 1994 September 9, 1995 September 9, 1995
Expenses associated with the
planned store closings,
primarily occupancy costs
from closing date to lease
termination or sublease date $8,319 $(1,523) $6,796
Expenses associated with the AWG
transaction, primarily service
and equipment contract
cancellation fees 5,649 (6,208) (559)
Estimated severance costs
associated with the AWG
transaction 5,624 (4,293) 1,331
Legal and consulting fees
associated with the
AWG transaction 4,905 (3,749) 1,156
Net gain on sale of property,
plant and equipment to AWG (19,492) 19,575 83
Operational restructuring
reserve $ 5,005 $ 3,802 $ 8,807
The separately identifiable revenue and store contribution to
operating profit related to the stores sold to AWG or closed
and expenses related to the warehouse facility are as
follows:
36 weeks 36 weeks
ended ended
September 9, September 10,
1995 1994
Sales, net $70,544 $154,626
Store contribution to
operating profit before
allocation of administrative
and advertising expenses $ 2,929 $ 6,701
Warehouse expenses $ 3,853 $ 8,369
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Comparison of Twelve and Thirty-Six Weeks Ended
September 9, 1995 with Twelve and Thirty-Six Weeks Ended
September 10, 1994.
Sales. Net sales for the 12 weeks and 36 weeks
ended September 9, 1995 decreased 23.7% and 15.4%
respectively, over the net sales of the corresponding
periods of 1994. The decrease in net sales was due
primarily to the sale of 29 stores to AWG on April 21, 1995
and the closing of nine stores, five in February 1995, two
in March 1995 and two in July 1995. These stores were
closed pursuant to the Company's plan to close certain
underperforming stores. Net sales were also impacted by
increased competition in the Company's market area resulting
from additional store openings of Wal-Mart Stores, Inc.
("Wal-Mart") supercenter stores and Albertson's Inc. stores
during 1994. There were 11 new Wal-Mart supercenter stores
opened in the Company's market area during 1994.
Net sales for the 12 weeks ended September 9, 1995
for the Company's comparable stores increased 2.7% over the
corresponding prior period due primarily to improved store
conditions, a new advertising program and increased
promotional pricing. Net sales for the 36 weeks ended
September 9, 1995 increased 0.1% for the reasons described
above.
Cost and Expenses. Gross profit as a percentage
of sales for the 12 weeks ended September 9, 1995 decreased
to 23.7% compared to 26.3% for the corresponding period of
1994. Gross profit as a percentage of sales for the 36
weeks ended September 9, 1995 decreased to 24.1% compared to
26.1% for the corresponding period of 1994. The decrease in
gross margins was the result of increased promotional
pricing in an effort to grow market share and in response to
increased competition. In addition, the reduction can be
attributed in part to the sale of the Company's distribution
center to AWG, at which time the Company converted from self-
supply of product to procuring product from AWG. Further,
pending the April 21, 1995 sale of the Company's warehouse
and certain stores to AWG and the transition to being
supplied by AWG, the Company experienced a reduction of
vendor allowances which adversely affected gross profit.
Selling and administrative expenses decreased
$11.5 million for the 12 weeks ended September 9, 1995
compared to the prior period, and decreased as a percentage
of sales to 24.4% from 25.2%. For the 36 weeks ended
September 9, 1995, selling and administrative expenses
declined $19.8 million compared to the prior period while as
a percentage of sales, they remained at 23.7 %. The
decreases in expenses for the 12 weeks and 36 weeks ended
September 9, 1995 were due to the sale of the Company's 29
stores to AWG, the closing of nine stores, as well as
personnel and other cost reductions at the corporate office.
Operating Income. The Company recorded an
operating loss for the 12 weeks ended September 9, 1995 of
$936,000 compared to $1.9 million profit for the
corresponding period of 1994. Operating income for the 36
weeks ended September 9, 1995 decreased to $2.1 million
compared to $13.2 million in the corresponding period of
1994. The decrease for the 12 weeks and 36 weeks ended
September 9, 1995 was the result of the decrease in gross
profit margins offset in part by the decrease in selling and
administrative expenses.
Interest Expense. Interest expense for the 12
weeks ended September 9, 1995 decreased to $3.4 million
compared to the prior period of $4.1 million. For the 36
weeks ended September 9, 1995, interest expense decreased to
$11.7 million compared to the prior period of $12.2 million.
The decrease is a result of a decline in the usage of the
revolving credit loan and the redemption of $25.0 million of
Senior Notes on June 1, 1995, offset in part by an increase
in interest rates.
Income Tax Expense. No income tax expense was
recorded for the 12 weeks and 36 weeks ended September 9,
1995 as the Company is projecting a taxable loss for fiscal
1995. No income tax expense was recorded for the 12 weeks
ended September 10, 1994. The income tax expense for the 36
weeks ended September 10, 1994 was $1.0 million.
Extraordinary Items. Extraordinary items for the
36 weeks ended September 9, 1995 consist of the payment of
$600,000 in consent fees to the holders of the Senior Notes
(as defined below), $306,000 in premiums on the redemption
of $15.6 million of New Fixed Rate Notes (as defined below)
and $1.4 million in unamortized financing costs related to
the redemption of $25.0 million of Senior Notes and the
replacement of the Revolving Credit Agreement (as defined
below).
Income or Loss. The Company recorded a net loss
of $4.3 million and $11.9 million, respectively, during the
12 weeks and 36 weeks ended September 9, 1995, compared to
net loss of $2.3 million and $69,000, respectively, for the
comparable prior periods. The increases in net loss were
due to the decreases in gross profit margins and the
extraordinary items recognized in the 36 weeks ended
September 9, 1995, offset in part by the decreases in
selling and administrative expenses.
Liquidity and Capital Resources
The major sources of liquidity for the Company's
operations and expansion have been internally generated
funds and borrowings under credit facilities. In March
1992, the Company refinanced its indebtedness by entering
into an Indenture with United States Trust Company of New
York, as trustee (the "Senior Note Indenture"), pursuant to
which the Company issued $45 million in aggregate principal
amount of Series A Senior Secured Floating Rate Notes due
1997, bearing interest at a floating rate of 3% over LIBOR
(the "Old Floating Rate Notes"), and $75 million in
aggregate principal amount of Series B Senior Secured Fixed
Rate Notes due 1999, bearing interest at 11-3/4% per annum
(the "Old Fixed Rate Notes," and together with the Old
Floating Rate Notes, the "Old Notes"). The Old Fixed Rate
Notes were not redeemable by the Company until on or after
March 1, 1997.
In October and November 1992, the Company
conducted an offer to exchange its Series D Senior Secured
Floating Rate Notes due 1997 (the "New Floating Rate Notes")
for an equal principal amount of its outstanding Old
Floating Rate Notes, and Series C Senior Secured Fixed Rate
Notes due 1999 (the "New Fixed Rate Notes," and together
with the New Floating Rate Notes, the "New Notes") for an
equal principal amount of its Old Fixed Rate Notes. The Old
Notes and the New Notes are collectively referred to herein
as the "Senior Notes". The New Notes are substantially
identical to the Old Notes, except that the offering of the
New Notes was registered with the Securities and Exchange
Commission. Holders of the New Notes are not entitled to
certain rights of holders of the Old Notes, as described in
the prospectus relating to the exchange offer.
On June 1, 1995, the Company redeemed $15.6
million of its New Fixed Rate Notes, $6.9 million of New
Floating Rate Notes and $2.5 million of Old Floating Rate
Notes (collectively the "Redeemed Notes"). The redemption
price for the Redeemed Notes was equal to 100% of the
principal amount and accrued interest of $695,000 plus in
the case of the New Fixed Rate Notes, a premium of $306,000.
At October 20, 1995, $59.4 million of New Fixed Rate Notes,
$26.1 million of New Floating Rate Notes and $9.5 million of
Old Floating Rate Notes were outstanding.
On April 21, 1995, the Company replaced its
Revolving Credit Agreement with Union Bank of Switzerland,
New York Branch, as agent and as lender, any other lenders
and financial institutions parties thereto (the "Revolving
Credit Agreement") with a revised revolving facility (the
"Amended and Restated Revolving Credit Agreement"). The
Amended and Restated Revolving Credit Agreement is with
National Bank of Canada ("NBC"), as agent and as lender,
Heller Financial, Inc. and any other lenders thereafter
parties thereto. The Amended and Restated Revolving Credit
Agreement provides a commitment of up to $25 million in
secured revolving credit loans and letters of credit. The
Amended and Restated Revolving Credit Agreement permits (a)
borrowings to refinance the existing Revolving Credit
Agreement and for working capital needs and (b) the issuance
of standby letters of credit and documentary letters of
credit. Borrowings under the Amended and Restated Revolving
Credit Agreement bear interest at the NBC Base Rate plus
1.5% for the first year. Subsequent years' interest rates
will be dependent upon the Company's earnings but will not
exceed the NBC Base Rate plus 2.0%. All borrowings under
the Amended and Restated Revolving Credit Agreement are
subject to certain borrowing base requirements and mature no
later than February 27, 1997, with the possibility of
extending the maturity date to March 31, 1998 at the
lenders' sole discretion. At October 20, 1995, the net
unused and available revolving credit facility under the
Amended and Restated Credit Agreement is $7.3 million.
Based on the Company's recent operating
performance, management believes that the Company will not
be able to comply with its Debt-to-EBITDA ratio covenant
under the Revolving Credit Agreement and Senior Note
Indenture at the end of fiscal 1995. If the Company is not
in compliance with such covenant, it will seek to obtain
amendments or waivers from its lenders. Although the
Company has been successful in obtaining amendments or
waivers in the past, there is no assurance that, if
required, it will be able to do so in the future.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security
Holders
The Company's 1995 Annual Meeting of Stockholders
was held on August 15, 1995. At the meeting, the Company's
Board of Directors was re-elected in its entirety.
Item 5. Other Information
Employment Agreement
On July 10, 1995, Homeland entered into a two-year
employment agreement with Larry W. Kordisch, the Company's
Executive Vice President-Finance and Chief Financial Officer.
The agreement provides for a base annual salary of not less
than $150,000, subject to increase from time to time at the
discretion of the Board of Directors. Mr. Kordisch is also
entitled to participate in the Incentive Bonus Program based
upon the attainment of performance objectives as the Board of
Directors shall determine from time to time, provided that for
calendar year 1995 the minimum bonus shall be $100,000. If
the Company terminates Mr. Kordisch's employment prior to
expiration of the employment agreement for any reason other
than cause or disability or if Mr. Kordisch elects to
terminate employment following the sale of at least 50% of the
voting securities of the Company the Company will continue to
pay Mr. Kordisch his base salary for one year after the date
of such termination or until the second anniversary of the
agreement's commitment date, whichever is longer. On
September 26, 1995 the employment agreement was extended to
December 31, 1997.
Assertion of Withdrawal Liability
The Company received a notice and demand for
payment, dated June 22, 1995, from Central States, Southeast
and Southwest Areas Pension Fund (the "Fund") in the amount of
approximately $4.4 million. The Fund has asserted that the
Company has incurred a withdrawal liability as a result of the
sale of the distribution center to AWG. The Fund has also
filed a collection action to compel the Company to begin
making payments on the asserted liability. The Company's sale
of the distribution center to AWG was in compliance with ERISA
Section 4204 and, accordingly, no withdrawal from the Fund has
occurred. Pursuant to the AWG transaction, AWG has agreed to
indemnify the Company for a withdrawal liability up to
approximately $3.5 million. The Company believes that the
Fund has no basis for the assertion of withdrawal liability
and does not believe the disposition of the liability would
have a material adverse effect on the Company's financial
position, results of operations or cash flows.
Resolution of UFCWNA Grievances
UFCWNA had previously filed three class grievances
against the Company relating to the AWG transaction. The
grievances were (i) the accrued and unpaid vacation due at
termination (ii) the application of the severance pay
provision in the Labor Agreement and (iii) whether the AWG
transaction triggers a special termination pay provision in
the Labor Agreement. On June 27, 1995, the Company entered
into a Grievance Settlement Agreement with UFCWNA to settle
grievances (i) and (ii) at a minimal cost to the Company. The
third UFCWNA grievance was presented for arbitration and, on
August 31, 1995, the arbitrator issued an opinion denying such
grievance.
Internal Revenue Service Settlement
On June 28, 1995, the Company reached a tentative
agreement with the Internal Revenue Service Appeals Office
settling the fiscal 1990, 1991 and 1992 adjustments proposed
in the Revenue Agent's Report dated January 31, 1994,
discussed in the Company's annual Form 10-K for the year ended
December 31, 1994. The agreement settles all outstanding
matters addressed in the Revenue Agent's Report. The Company
had provided sufficient reserves in its consolidated financial
statements for such settlement.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: The following exhibit is filed as part
of this report:
Exhibit No. Description
27 Financial Data Schedule.
10pp (1) Employment Agreement, dated as
of July 10, 1995 and as amended
on September 26, 1995, between
Homeland and Larry Kordisch.
10t.5 (1) Fifth Amendment to Homeland
Employees Retirement Plan
effective July 12, 1995.
(b) Reports on Form 8-K: No reports on Form 8-
K were filed during the quarter ended September
9, 1995.
(1) Management contract or compensatory plan.
SIGNATURES
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
Date: October 30, 1995 By: /s/ James A. Demme
James A.Demme, President,
Chief Executive Officer and
Director (Principal Executive
Officer)
Date: October 30, 1995 By: /s/ Larry W. Kordisch
Larry W. Kordisch, Executive
Vice President/Finance,
Treasurer, Chief Financial
Officer and Secretary
(Principal Financial Officer)
Date: October 30, 1995 By: /s/ Terry M. Marczewski
Terry M. Marczewski, Chief
Accounting Officer,Assistant
Treasurer and Assistant
Secretary (Principal
Accounting Officer)