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: June 15, 1996
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, Suite 1100
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 July 15, 1996.
Class A Common Stock, including redeemable common stock: 32,599,707 shares
Class B Common Stock: None
HOMELAND HOLDING CORPORATION
FORM 10-Q
FOR THE TWELVE WEEKS AND TWENTY-FOUR WEEKS
ENDED JUNE 15, 1996
INDEX
Page
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements......................... 1
Consolidated Balance Sheets
June 15, 1996 and December 30, 1995......... 1
Consolidated Statements of Operations
Twelve Weeks Ended June 15, 1996
and June 17, 1995........................... 3
Consolidated Statements of Operations
Twenty-Four Weeks Ended June 15, 1996
and June 17, 1995........................... 4
Consolidated Statements of Stockholders
Equity (Deficit)
Twelve Weeks Ended June 15, 1996 and
June 17, 1995.............................. 5
Consolidated Statements of Cash Flows
Twenty-Four Weeks Ended June 15, 1996 and
June 17, 1995............................... 6
Notes to Consolidated Financial Statements
June 15, 1996............................... 7
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................. 9
PART II OTHER INFORMATION
ITEM 5. Other Information............................ 14
ITEM 6. Exhibits and Reports on Form 8-K............. 14
i
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
June 15, December 30,
1996 1995
Current assets:
Cash and cash equivalents $ 6,854 $ 6,357
Receivables, net of allowance for uncollectible
accounts of $1,848 and $2,661 7,502 8,051
Inventories 39,476 42,830
Prepaid expenses and other current assets 2,055 2,052
Total current assets 55,887 59,290
Property, plant and equipment:
Land 9,810 9,919
Buildings 22,219 22,101
Fixtures and equipment 43,935 44,616
Land and leasehold improvements 22,582 23,629
Software 3,012 1,991
Leased assets under capital leases 27,079 29,062
Construction in progress 2,697 4,201
131,334 135,519
Less accumulated depreciation
and amortization 64,874 63,827
Net property, plant and equipment 66,460 71,692
Other assets and deferred charges 6,749 6,600
Total assets $129,096 $137,582
Continued
The accompanying notes are an integral part
of these consolidated financial statements.
HOMELAND HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS, Continued
(In thousands, except share and per share amounts)
(Unaudited)
LIABILITIES AND STOCKHOLDERS' DEFICIT
June 15, December 30,
1996 1995
Current liabilities:
Accounts payable - trade $ 17,501 $ 17,732
Salaries and wages 1,556 1,609
Taxes 5,146 4,876
Accrued interest payable 6,540 2,891
Other current liabilities 13,119 14,321
Long-term obligations in default classified as current 97,053 100,467
Current portion of obligations under capital
leases 2,746 2,746
Current portion of restructuring reserve 3,062 3,062
Total current liabilities 146,723 147,704
Long-term obligations:
Obligations under capital leases 6,141 9,026
Other noncurrent liabilities 5,224 6,133
Noncurrent restructuring reserve 2,455 2,808
Total long-term obligations 13,820 17,967
Commitments and contingencies - -
Redeemable common stock, Class A, $.01 par value,
1,720,718 shares at June 15, 1996 and at
December 30, 1995, at redemption value 17 17
Stockholders' deficit:
Common stock
Class A, $.01 par value, authorized - 40,500,000
shares, issued - 33,748,482 shares at June 15,
1996 and at December 30, 1995,
outstanding - 30,878,989 shares 337 337
Additional paid-in capital 55,886 55,886
Accumulated deficit (83,546) (80,188)
Minimum pension liability adjustment (1,327) (1,327)
Treasury stock, 2,869,493 shares at June 15, 1996
and at December 30, 1995, at cost (2,814) (2,814)
Total stockholders' deficit (31,464) (28,106)
Total liabilities and stockholders' deficit $129,096 $137,582
The accompanying notes are an integral part
of these consolidated 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
June 15, June 17,
1996 1995
Sales, net $121,981 $147,059
Cost of sales 91,703 110,530
Gross profit 30,278 36,529
Selling and administrative 27,442 36,039
Operating profit 2,836 490
Interest expense 2,051 3,899
Income (loss) before reorganization items,
income taxes and extraordinary items 785 (3,409)
Reorganization items 1,800 -
Loss before income taxes and
extraordinary items (1,015) (3,409)
Income tax expense - -
Loss before extraordinary items (1,015) (3,409)
Extraordinary items - (2,330)
Net loss $ (1,015) $ (5,739)
Loss before extraordinary items per
common share $ (.03) $ (.10)
Extraordinary items per common share - (.07)
Net loss per common share $ (.03) $ (.17)
Weighted average shares outstanding 33,599,707 33,264,305
The accompanying notes are an integral part
of these consolidated financial statements.
HOMELAND HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
24 weeks 24 weeks
ended ended
June 15, June 17,
1996 1995
Sales, net $246,331 $325,068
Cost of sales 185,910 246,015
Gross profit 60,421 79,053
Selling and administrative 55,422 76,008
Operating profit 4,999 3,045
Interest expense 5,207 8,310
Loss before reorganization items,
income taxes and extraordinary items (208) (5,265)
Reorganization items 3,150 -
Loss before income taxes and
extraordinary items (3,358) (5,265)
Income tax expense - -
Loss before extraordinary items (3,358) (5,265)
Extraordinary items - (2,330)
Net loss $ (3,358) $ (7,595)
Loss before extraordinary items per
common share $ (.10) $ (.15)
Extraordinary items per common share - (.07)
Net loss per common share $ (.10) $ (.22)
Weighted average shares outstanding 32,599,707 33,957,711
The accompanying notes are an integral part
of these consolidated financial statements.
HOMELAND HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(In thousands, except share and per share amounts)
(Unaudited)
Minimum
Class A Additional Pension Total
Common Stock Paid-in Accumulated Liability Treasury Stock Stockholders'
Shares Amount Capital Deficit Adjustment Shares Amount Equity (Deficit)
Balance, December
31, 1994 31,604,989 $316 $53,896 $(48,398) $ - 726,000 $(1,743) $ 4,071
Purchase of treasury
stock 2,116,183 21 1,037 - - 2,116,183 (1,058) -
Net loss - - - (7,595) - - - (7,595)
Balance, June
17, 1995 33,721,172 $337 $54,933 $(55,993) $ - 2,842,183 $(2,801) $ (3,524)
Balance, December
30, 1995 33,748,482 $337 $55,886 $(80,188) $(1,327) 2,869,493 $(2,814) $(28,106)
Net loss - - - (3,358) - - - (3,358)
Balance, June
15, 1996 33,748,482 $337 $55,886 $(83,546) $(1,327) 2,869,493 $(2,814) $(31,464)
The accompanying notes are an integral part
of these consolidated financial statements.
HOMELAND HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except share and per share amounts)
(Unaudited)
24 weeks 24 weeks
ended ended
June 15, June 17,
1996 1995
Cash flows from operating activities:
Net loss $(3,358) $(7,595)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Depreciation and amortization 3,282 6,460
Amortization of financing costs 315 585
Write-off of financing costs on long
term debt retired - 1,424
Gain on disposal of assets (41) (146)
Amortization of beneficial interest in operating
leases 59 105
Change in assets and liabilities:
Decrease in receivables 549 2,920
Decrease in receivable for taxes - 719
Decrease in inventories 3,354 17,374
Decrease (increase) in prepaid expenses and
other current assets (3) 3,723
Decrease (increase) in other assets and
deferred charges (540) 26
Decrease in accounts payable - trade (231) (14,146)
Increase (decrease) in salaries and wages (53) 418
Increase (decrease) in taxes 270 (472)
Increase (decrease) in accrued interest payable 3,649 (808)
Decrease in other current liabilities (1,201) (5,771)
Decrease in restructuring reserve (353) (10,338)
Decrease in other noncurrent liabilities (872) (938)
Net cash provided by (used in)
operating activities 4,826 (6,460)
Cash flows from investing activities:
Capital expenditures (1,404) (409)
Cash received from sale of assets 1,729 73,038
Net cash provided by investing activities 325 72,629
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 60,423 34,582
Payments under revolving credit loans (63,838) (56,644)
Net payments under swing loans - (1,500)
Principal payments under notes payable - (750)
Principal payments under capital lease obligations (1,239) (5,612)
Payments to acquire treasury stock - (1,058)
Net cash used by financing activities (4,654) (55,982)
Net increase in cash and cash equivalents 497 10,187
Cash and cash equivalents at beginning of period 6,357 339
Cash and cash equivalents at end of period $ 6,854 $10,526
Supplemental information:
Cash paid during the period for interest $ 1,287 $ 8,533
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 ("Holding") and its
Subsidiary, Homeland Stores, Inc. ("Stores" and together
with Holding, 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 52
weeks ended December 30, 1995 and the notes thereto.
The accompanying consolidated financial statements have been
prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. The
consolidated financial statements do not include any
adjustments to the assets or liabilities that may result
from the outcome of the bankruptcy proceedings.
2. Accounting Policies:
The policies of the Company are summarized in the
consolidated financial statements of the Company for the 52
weeks ended December 30, 1995 and the notes thereto.
3. Operational Restructuring:
On April 21, 1995, the Company sold 29 of its stores and its
distribution center to Associated Wholesale Grocers, Inc. ("AWG"),
pursuant to a strategic plan approved by the Board of Directors in
December 1994. In connection with the plan, the Company closed 14
underperforming stores in 1995, sold one store and closed one store in
the second quarter of 1996. The Company closed one final store in July
1996 pursuant to such plan. During the first 24 weeks ended June 15,
1996, the Company incurred expenses associated with the operational
restructuring as follows:
Payments applied
against
operational
Operational restructuring Operational
restructuring reserve for restructuring
reserve at the 24 weeks ended reserve at
December 30, 1995 June 15, 1996 June 15, 1996
Expenses associated with the
planned store closings,
primarily occupancy costs
from closing date to lease
termination or sublease date $4,860 $ (350) $4,510
Expenses associated with the AWG
transaction, primarily service
and equipment contract
cancellation fees 58 - 58
Estimated severance costs
associated with the AWG
transaction 927 5 932
Legal and consulting fees
associated with the
AWG transaction 25 (8) 17
Operational restructuring
reserve $5,870 $ (353) $5,517
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:
24 weeks 24 weeks
ended ended
June 15, June 17,
1996 1995
Sales, net $6,429 $81,079
Store contribution to
operating profit before
allocation of administrative
and advertising expenses (394) 2,407
Warehouse expenses - 3,853
4. Reorganization:
On May 13, 1996, the Company filed chapter 11 petitions with
the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"). Simultaneous with the
filing of such petitions, the Company filed a plan of
reorganization and a disclosure statement, which sets forth
the terms of a proposed restructuring of the Company. On
June 13, 1996, the Company filed a first amended plan of
reorganization and disclosure statement. The Company's plan
of reorganization was confirmed by the Bankruptcy Court on
July 19, 1996. As a result of the chapter 11 filings,
certain claims against the Company that existed prior to the
filing date are stayed and will be subject to compromise.
Liabilities subject to compromise as of June 15, 1996, are
as follows (dollars in thousands):
June 15, 1996
(unaudited)
Long-term obligation in default
classified as current $ 95,000
Other 43,732
$138,732
Resolution of the above liabilities subject to compromise
is contingent upon the approval of the Bankruptcy Court.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Comparison of Twelve and Twenty-Four Weeks Ended June
15, 1996 with Twelve and Twenty-Four Weeks Ended June 17, 1995.
Net sales for the 12 weeks and 24 weeks ended June 15,
1996 decreased 17.1% and 24.2% respectively, over the net sales
of the corresponding periods of 1995. The decrease in net sales
was due primarily to the sale of 29 stores to AWG on April 21,
1995 and the closing of 14 stores in 1995, 5 of which occurred
during the first quarter of 1995, 2 during the second quarter of
1995, and the remainder over the balance of 1995. Comparable
store sales for the 12 weeks ended June 15, 1996 decreased by
0.2% compared to the corresponding period of 1995. The decrease
in comparable store sales was primarily due to higher 1995
general merchandise sales resulting from certain continuity
programs that did not recur in 1996.
Gross profit as a percentage of sales for both the 12
weeks ended June 15, 1996 and the corresponding period of 1995
amounted to 24.8%. Gross profit as a percentage of sales for the
24 weeks ended June 15, 1996 increased to 24.5% compared to 24.3%
for the corresponding period of 1995. The improvement was
primarily due to higher vendor allowances and rebates, which were
lower in 1995 due to the pending sale of the Company's
distribution center and 29 stores to AWG. The higher vendor
allowances and rebates are somewhat offset by the higher cost of
goods purchased through AWG versus self-supply.
Selling and administrative expenses for the 12 weeks
ended June 15, 1996 decreased to 22.5% compared to 24.5% for the
corresponding period of 1995. For the 24 weeks ended June 15,
1996, selling and administrative expenses decreased to 22.5% from
23.4%. The decrease in expenses was due to a reduction in health
and welfare costs and lower corporate office expenses.
Interest expense for the 12 weeks ended June 15, 1996
decreased to $2.1 million from $3.9 million in the corresponding
period of 1995. Interest expense for the 24 weeks ended June 15,
1996 decreased to $5.2 million from $8.3 million in the
corresponding period of 1995. The decrease in interest expense
is primarily a result of the Company filing chapter 11 petitions
with the Bankruptcy Court on May 13, 1996. The filing stayed the
Company's interest obligation on the Senior Notes. Additionally,
interest expense decreased due to the redemption of $25.0 million
of Senior Secured Notes on June 1, 1995.
The Company incurred $1.8 million of reorganization
expenses for the 12 weeks ended June 15, 1996. For the 24 weeks
ended June 15, 1996, reorganization expenses were $3.2 million.
The reorganization expenses were primarily professional fees.
Extraordinary items for the 12 weeks and 24 weeks ended
June 17, 1995 consisted of refinancing costs associated with the
Company's sale of 29 stores and its distribution center to AWG on
April 21, 1995.
Liquidity and Capital Resources
The primary sources of liquidity for the Company's
operations have been borrowings under credit facilities and
internally generated funds. In March 1992, the Company
refinanced its indebtedness by entering into an Indenture with
United States Trust Company of New York, as trustee, pursuant to
which the Company had outstanding as of July 15, 1996, $59.4
million of Series C Senior Secured Fixed Rate Notes due 1999,
$26.1 million of Series D Senior Secured Floating Rate Notes due
1997 and $9.5 Series A Senior Secured Floating Rates Notes due
1997 (collectively the "Senior Notes").
On April 21, 1995, the Company entered into a Revolving
Credit Agreement (the "Revolving Credit Agreement") with National
Bank of Canada, ("NBC"), as agent and as lender, Heller
Financial, Inc. The Revolving Credit Agreement permits
borrowings up to $25 million, subject to a borrowing base, for
working capital needs including certain letters of credit.
On May 13, 1996, the Company filed chapter 11 petitions
with the Bankruptcy Court. Simultaneous with the filing of such
petitions, the Company filed a "pre-arranged" plan of
reorganization and a disclosure statement, which sets forth the
terms of a proposed restructuring of the Company. On June 13,
1996, the Company filed its first amended plan of reorganization
(the "Plan") and first amended disclosure statement. The
restructuring is designed to reduce substantially the Company's
debt service obligations and labor costs and to create a capital
and cost structure that will allow the Company to maintain and
enhance the competitive position of its business and operations.
The restructuring was negotiated with, and is supported by, the
lenders under the Company's existing revolving credit facility,
the adhoc noteholders committee and the Company's labor unions.
As part of the restructuring, the $95 million of
Homeland's outstanding Senior Notes, plus accrued interest of
approximately $6.6 million, will be canceled and such noteholders
will receive (in the aggregate) $60 million face amount of new
senior subordinated notes and $1.5 million in cash. The new
senior subordinated notes will mature in 2003, bear interest
semi-annually at a rate of 10% per annum and will not be secured.
Additionally, it is anticipated that the noteholders and the
Company's general unsecured creditors will receive approximately
60% and 35%, respectively, of the equity of the reorganized
Holding (assuming total unsecured claims of approximately $63
million, including noteholders's unsecured claims). Holding's
existing equity holders will receive 5% of the new equity, plus
five-year warrants to purchase an additional 5% of such equity.
An integral part of the restructuring is the Company's
previously-announced deal with its labor unions to modify certain
elements of the Company's existing collective bargaining
agreements. The modified collective bargaining agreements will
provide for, among other things, wage and benefit modifications,
the buyout of certain employees and the issuance and purchase of
new equity to a trust acting on behalf of the unionized
employees. The modified collective bargaining agreements are
conditioned on, and will become effective upon, the consummation
of the restructuring.
On May 13, 1996, the Company also entered into an
interim debtor-in-possession lending facility ("DIP Facility"),
with its existing bank group to provide up to $27 million of
working capital financing. The Bankruptcy Court issued an order
approving the DIP facility on June 7, 1996.
The DIP Facility permits the Company to borrow up to
the lesser of $27 million and the Borrowing Base. The borrowings
under the DIP Facility bear interest at a rate equal to the prime
rate announced publicly by NBC from time to time in New York, New
York plus two percent. Interest is payable quarterly in arrears
on the last day of March, June, September and December,
commencing on June 30, 1996. The DIP Facility will mature on the
earlier of (1) one year from the date of filing of the Company's
voluntary petition under Chapter 11 of the United States Federal
Bankruptcy Code, and (2) the effective date of the Plan.
Management believes that the DIP Facility will be adequate to
meet the Company's working capital requirements while it is
operating under the auspices of the Bankruptcy Court.
The DIP Facility provides that NBC, on behalf of itself
and as agent for the lenders under the DIP Facility, will have
liens on, and security interests in, all of the pre-petition and
post-petition property of the Company (other than the collateral
under the Indenture), which liens and security interests will
have priority over substantially all other liens on, and security
interests in, the Company's property (other than properly
perfected liens and security interests which existed prior to the
date of filing of the Company's voluntary petition under the
Bankruptcy Code).
The DIP Facility includes certain customary restrictive
covenants, including restrictions on acquisitions, asset
dispositions, capital expenditures, consolidations and mergers,
distributions, divestitures, indebtedness, liens and security
interests and transactions with affiliates. The DIP Facility
also requires the Company to comply with certain financial
maintenance and other covenants. At July 15, 1996, the net
unused and available amount under the DIP Facility was $14.4
million.
On July 19, 1996, the Bankruptcy Court confirmed the
Plan. It is expected that the Plan will become effective on the
first business day on which all of the conditions to the
effective date contained in the Plan are satisfied or waived as
provided in the Plan. The Company currently anticipates that the
effective date of the Plan will occur on or about August 2, 1996.
On the effective date of the Plan, the Company intends
to enter into a loan agreement (the "Loan Agreement") with NBC,
as agent and lender, and two other lenders, Heller Financial,
Inc. and IBJ Schroder Bank and Trust Company, under which those
lenders will provide (a) a working capital and letter of credit
facility and (b) a term loan. The Company has received and
executed a commitment letter from these lenders. The commitment
letter is subject to the approval of the Bankruptcy Court.
The Loan Agreement will permit the Company to borrow,
under the working capital and letter of credit facility, up to
the lesser of (a) $27.5 million and (b) the applicable borrowing
base. Funds borrowed under such facility will be available for
general corporate purposes of the Company.
The Loan Agreement will also provide the Company a
$10.0 million term loan, which will be used to fund certain
obligations of the Company under the plan of reorganization,
including an employee buyout offer and a health and welfare plan
required by the modified collective bargaining agreements,
professional fees and "cure amounts" which must be paid in
connection with executory contracts, secured financings and
unexpired leases.
The interest rate under the Loan Agreement will be
based on the prime rate publicly announced by National Bank of
Canada from time to time in New York, New York plus a percentage
which varies based on a number of factors, including (a) the
amount which is part of the working capital and letter of credit
facility and the amount which is part of the term loan, (b) the
time period (c) whether the Company elects to use a London
Interbank Offered Rate, and (d) the earnings of the Company
before interest, depreciation and amortization expenses.
The indebtedness under the Loan Agreement will mature
three years from the effective date of the Plan.
The obligations of the Company under the Loan Agreement
will be secured by liens on, and security interests in,
substantially all of the assets of Homeland and will be
guaranteed by Holding, with a pledge of its Homeland stock to
secure its obligation. The collateral will include the assets
which, prior to the effective date of the Plan, secured the
obligations of the Company to the holders of the Senior Notes.
The Company anticipates that the Loan Agreement will
include certain customary restrictions on acquisitions, asset
dispositions, capital expenditures, consolidations and mergers,
distributions, divestitures, indebtedness, liens and security
interests and transactions with affiliates. The Company also
anticipates that the Loan Agreement will require the Company to
comply with certain financial and other covenants.
Consummation of the Plan is subject to a number of
contingencies. The Company believes that the restructuring under
the Plan will have a favorable effect on the Company's liquidity.
However, there can be no assurance that the Company's operations
will yield positive net cash flows or that the restructuring will
be successful. If the Company is not able to generate positive
net cash flows from its operations or if the restructuring is not
consummated successfully, management believes that this could
have a material adverse effect on the Company's business and the
continuing viability of the Company.
PART II - OTHER INFORMATION
Item 5. Other Information
On the effective date of the Plan, the current members
of the Company's board of directors are expected to
resign their positions except for Mr. James A. Demme
and Mr. John A. Shields. On and after the effective
date of the Plan, the following individuals will also
become members of the Company's board of directors:
Mr. Gene Burris, Mr. Edward B. Krekeler, Ms. Laurie M.
Shahon, Mr. William B. Snow and Mr. David N. Weinstein.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit: The following exhibit are filed as part
of this report:
Exhibit No. Description
2b First Amended Plan of
Reorganization of Homeland Stores,
Inc. and Homeland Holding
Corporation.
99h Press release issued by Homeland
Stores, Inc. on July 19, 1996.
27 Financial Data Schedule.
(b) Report on Form 8-K: The following report on Form
8-K was filed during the quarter ended June 15,
1996.
Date Description
May 31, 1996 The filing of chapter 11 petitions
by Homeland Holding Corporation
and Homeland Stores, Inc. on May
13, 1996.
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: July 30, 1996 By: /s/ James A. Demme
James A. Demme, President,
Chief Executive Officer and
Director (Principal Executive
Officer)
Date: July 30, 1996 By: /s/ Larry W. Kordisch
Larry W. Kordisch, Executive
Vice President/Finance,
Treasurer, Chief Financial
Officer and Secretary
(Principal Financial Officer)
Date: July 30, 1996 By: /s/ Terry M. Marczewski
Terry M. Marczewski, Chief
Accounting Officer, Assistant
Treasurer and Assistant
Secretary (Principal
Accounting Officer)