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):
September 20, 1996 (July 19, 1996)
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.)
2601 N. W. Expressway
Oklahoma City, OK 73112
(Address of Principal Executive Offices) (Zip Code)
(405) 879-6600
(Registrant's Telephone Number, Including Area Code)
Item 3. Bankruptcy or Receivership
On July 19, 1996, the United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy Court") entered an order
confirming the First Amended Plan of Reorganization of Homeland
Holding Corporation ("Holding") and its wholly-owned subsidiary,
Homeland Stores, Inc. ("Homeland" and together with Holding, the
"Company"), as modified (the "Plan of Reorganization").
The effective date of consummation for the Plan of
Reorganization was August 21, 1996 (the "Effective Date"). The
following summary of certain features of the Plan of Reorganization
is qualified in its entirety by reference to the Plan of
Reorganization, a copy of which is filed as an exhibit to this
report. Capitalized terms used and not defined herein have their
respective meanings under the Plan of Reorganization.
(1) On the Effective Date, the Old Notes ($95 million in aggregate
face amount plus accrued interest) were canceled and such
holders will receive (in the aggregate) $60 million face
amount of New Notes, $1.5 million in cash and approximately
60% of the New Common Stock. The New Notes are unsecured and
bear interest at 10% per annum and mature in 2003.
(2) On the Effective Date, all of the outstanding Old Common Stock
of Holding was canceled and the holders shall receive their
Ratable Share of (a) 250,000 shares of New Common Stock and
(b) 263,158 of New Warrants.
(3) On the Effective Date, the Company entered into a New Credit
Agreement consisting of a revolving credit facility of up to
$27,500,000 (subject to a borrowing base requirements) and a
term loan facility of $10,000,000. The New Credit Agreement
is secured by a security interest in, and liens on, in
substantially all of the Company's asset and will be
guaranteed by Holding.
(4) On the Effective Date, the claims of the banks relating to the
Old Credit Agreement, Allowed Priority Claims, Allowed
Miscellaneous Secured Claims, Allowed Interest of Holding as
sole holder of Homeland Common Stock and holders of the Old
Warrants were not impaired under the Plan of Reorganization.
(5) Holders of General Unsecured Claims (including certain trade
creditors for unpaid prepetition trade claims and the Allowed
Unsecured Noteholders' Claims) are entitled to receive their
Ratable Share of 4,450,000 shares of New Common Stock.
(6) On the Effective Date, each of Holding and Homeland adopted
amended and restated certificates of incorporation, the
principal effects of which are: (a) to eliminate the Old
Common Stock and Old Class B Common Stock of Holding, (b) to
authorize 7,500,000 shares of New Common Stock of Holding and
(c) to include a provision to prohibit the issuance of non-
voting securities as and to the extent required by Section
1123 (a) (6) of the Bankruptcy Code for both Homeland and
Holding.
(7) On the Effective Date, the Modified Union Agreements became
effective. The Modified Union Agreements, which are effective
for a term of five years, consist of five basic elements: (a)
wage rate and benefit contribution reductions and work rule
changes, (b) an employee buyout offer, (c) the establishment
of an employee stock bonus plan which will receive, or be
entitle to receive up to 522,222 shares of New Common Stock,
(d) the right to designate one member of the Board of
Directors and (e) eliminate certain wage reinstatement
provisions, incentive plans and "maintenance of benefits."
Prior to the Effective Date, Holding's certificate of
incorporation authorized the issuance of 81,000,000 shares of
capital stock, consisting of 40,500,000 shares of Old Common Stock
and 40,500,000 shares of Old Class B Common Stock. As stated
above, on the Effective Date, the Old Common Stock and Old Class B
Common Stock were canceled and New Common Stock will be issued to
certain creditors and the employee stock bonus plan, pursuant to
the Modified Union Agreements. The amended restated certificate of
incorporation, authorizes Holding to issue up to 7,500,000 shares
of New Common Stock, of which 4,450,000 and 250,000 shares will be
issued to the Unsecured Creditors and Old Common Stock Holders,
respectively, (on consummation of the Plan of Reorganization) and
up to 522,222 shares to the Employee Stock Bonus Plan over a period
of three years. Holding has also reserved for issuance 263,158
shares of New Common Stock issuable upon exercise of the New
Warrants and reserved 263,158 shares of New Common Stock for
issuance under the Management Stock Option Plan. The terms and the
conditions of the Management Stock Option Plan (including the
identity of the participants and the number of options to be
granted) shall be determined by the Board of Directors of
Reorganized Holding.
Under the Plan of Reorganization, Holding is required to
use its best efforts to (1) cause, as promptly as practical after
the Effective Date, the shares of the New Common Stock to be listed
with NASDAQ National Market System (or in the event, Holding fails
the National Market System listing requirements, on such other
exchange or system on which the New Common Stock may be listed) and
(2) to file, within 60 days after the Effective Date, a Form 10
Registration Statement with respect to the New Common Stock under
the Securities Act of 1934, as amended, and to cause such
registration statement to remain effective until the earlier of (a)
the seventh anniversary of the Effective Date, and (b) the first
date on which less than 10% of the outstanding New Common Stock is
publicly held.
An unaudited consolidated balance sheet of the Company as
of June 15, 1996, which sets forth information as to the assets and
liabilities of the Company, is filed as an exhibit to this report.
Item 7. Financial Statements and Exhibits
(c) Exhibits filed as a part of this Report:
Exhibit No. Description
2b First Amended Joint Plan of
Reorganization of Homeland
Stores, Inc. and Homeland Holding
Corporation, as modified,
(Incorporated by reference to
Exhibit 2b to Form 10-Q dated
June 15, 1996)
10aaa Indenture, dated as of August 2,
1996, between Homeland Stores,
Inc, as Issuer, Homeland Holding
Corporation, as Guarantor and
Fleet National Bank , as Trustee.
99i Unaudited Consolidated Balance
Sheet as of June 15, 1996
(Incorporated by reference to
Form 10-Q dated June 15, 1996)
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: /s/ Larry W. Kordisch
Larry W. Kordisch, Executive
Vice President/Finance,
Treasurer, Chief Financial
Officer and Secretary
Dated: