-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LNbtw6hg5rEzSSOQnlOrD94caMyucOmOblrmST63H3HL+T27ARP+n/6BKnd5Gn4x 6LWZX0+c/SfmpI9Sqn25Vg== 0000921530-99-000163.txt : 19990813 0000921530-99-000163.hdr.sgml : 19990813 ACCESSION NUMBER: 0000921530-99-000163 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990812 GROUP MEMBERS: GABRIEL NECHAMKIN GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: LIEF D. ROSENBLATT GROUP MEMBERS: MARK SONNINO GROUP MEMBERS: SATELLITE ASSET MANAGEMENT, L.P. GROUP MEMBERS: SATELLITE FUND MANAGEMENT LLC GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOMELAND HOLDING CORP CENTRAL INDEX KEY: 0000835582 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 731311075 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-49717 FILM NUMBER: 99685163 BUSINESS ADDRESS: STREET 1: 2601 N W EXPRESSWAY STREET 2: SUITE 1100E CITY: OKLAHOMA CITY STATE: OK ZIP: 73112 BUSINESS PHONE: 4058796600 MAIL ADDRESS: STREET 1: 2601 N W EXPRESSWAY STREET 2: SUITE 1100E CITY: OKLAHOMA CITY STATE: OK ZIP: 73112 FORMER COMPANY: FORMER CONFORMED NAME: SWO HOLDING CORP DATE OF NAME CHANGE: 19901017 FORMER COMPANY: FORMER CONFORMED NAME: SWO ACQUISTION CORP DATE OF NAME CHANGE: 19890716 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 AMD#2 TO SCH 13G RE HOMELAND HOLDING CORPOA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2)* HOMELAND HOLDING CORPORATION ____________________________ (Name of Issuer) Common Stock, $0.01 Par Value ______________________________ (Title of Class of Securities) 43739T104 ______________ (CUSIP Number) July 29, 1999 _______________________________________ (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following page(s) Page 1 of 19 Pages Exhibit Index: Page 17 SCHEDULE 13G CUSIP No. 43739T104 Page 2 of 19 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Soros Fund Management LLC 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 640,541 /1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 13.05% 12 Type of Reporting Person* OO; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! /1/ See Item 4(a) SCHEDULE 13G CUSIP No. 43739T104 Page 3 of 19 Pages 1 Name of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons (ENTITIES ONLY) George Soros (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 640,541 /1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 13.05% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! /1/ See Item 4(a) SCHEDULE 13G CUSIP No. 43739T104 Page 4 of 19 Pages 1 Name of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Stanley F. Druckenmiller (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 640,541 /1/ 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 13.05% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! /1/ See Item 4(a) SCHEDULE 13G CUSIP No. 43739T104 Page 5 of 19 Pages 1 Name of Reporting Person S.S OR I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Satellite Asset Management, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization Delaware 5 Sole Voting Power Number of 640,541 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 640,541 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 640,541 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 13.05% 12 Type of Reporting Person* PN; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 43739T104 Page 6 of 19 Pages 1 Name of Reporting Person S.S OR I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Satellite Fund Management LLC 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization Delaware 5 Sole Voting Power Number of 640,541 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 640,541 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 640,541 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 13.05% 12 Type of Reporting Person* 00; IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 43739T104 Page 7 of 19 Pages 1 Name of Reporting Person S.S OR I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Mark Sonnino (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization United States 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 640,541 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 640,541 9 Aggregate Amount Beneficially Owned by Each Reporting Person 640,541 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 13.05% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 43739T104 Page 8 of 19 Pages 1 Name of Reporting Person S.S OR I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Lief D. Rosenblatt (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization United States 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 640,541 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 640,541 9 Aggregate Amount Beneficially Owned by Each Reporting Person 640,541 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 13.05% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 43739T104 Page 9 of 19 Pages 1 Name of Reporting Person S.S OR I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Gabriel Nechamkin (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization United States 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 640,541 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 640,541 9 Aggregate Amount Beneficially Owned by Each Reporting Person 640,541 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 13.05% 12 Type of Reporting Person* IA * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 10 of 19 Pages Item 1(a) Name of Issuer: Homeland Holding Corporation (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 2601 Northwest Expressway Oil Center-East Suite 1100E Oklahoma City, Oklahoma 73112 Item 2(a) Name of Person Filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"); ii) Mr. George Soros ("Mr. Soros"); iii) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"); iv) Satellite Asset Management, L.P., a Delaware limited partnership ("Satellite LP"); v) Satellite Fund Management LLC, a Delaware limited liability company ("Satellite LLC"); vi) Mr. Mark Sonnino ("Mr. Sonnino"); vii) Mr. Lief D. Rosenblatt ("Mr. Rosenblatt"); and viii) Mr. Gabriel Nechamkin ("Mr. Nechamkin"). This statement constitutes an initial filing with respect to Satellite LP, Mr. Sonnino and Mr. Nechamkin. This statement relates to Shares (as defined herein) held for the account of Quantum Partners LDC, a Cayman Islands exempted limited duration company ("Quantum Partners"). SFM LLC, a Delaware limited liability company, serves as principal investment manager to Quantum Partners and, as such, has been granted investment discretion over portfolio investments, including the Shares, held for the account of Quantum Partners. SFM LLC, on behalf of Quantum Partners, has granted investment discretion over certain investments, including the Shares, to Satellite LP, pursuant to an investment management contract between Quantum Partners and Satellite LP (the "Quantum Partners-Satellite Contract"). Satellite LLC is the general partner of Satellite LP. None of SFM LLC, Mr. Soros and Mr. Druckenmiller currently exercises voting or dispositive power over the Shares held for the account of Quantum Partners. Mr. Soros is the Chairman of SFM LLC. Mr. Druckenmiller is the Lead Portfolio Manager and a Member of the Management Committee of SFM LLC. Mr. Sonnino, Mr. Rosenblatt and Mr. Nechamkin are Managing Members of Satellite LLC. Page 11 of 19 Pages Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of SFM LLC, Mr. Soros and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New York, NY 10106. The address of the principal business office of each of Satellite LP, Satellite LLC, Mr. Sonnino, Mr. Rosenblatt and Mr. Nechamkin is 888 Seventh Avenue, 29th Floor, New York, NY 10106. Item 2(c) Citizenship: i) SFM LLC is a Delaware limited liability company; ii) Mr. Soros is a United States citizen; iii) Mr. Druckenmiller is a United States citizen; iv) Satellite LP is a Delaware limited partnership; v) Satellite LLC is a Delaware limited liability company; vi) Mr. Sonnino is a United States citizen; vii) Mr. Rosenblatt is a United States citizen; and viii) Mr. Nechamkin is a United States citizen. Item 2(d) Title of Class of Securities: Common Stock, $0.01 par value (the "Shares"). Item 2(e) CUSIP Number: 43739T104 Item 3. Not Applicable Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of August 10, 1999, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: i) Each of SFM LLC, Mr. Soros and Mr. Druckenmiller may be deemed to be the beneficial owner of the 640,541 Shares held for the account of Quantum Partners. As a consequence of Quantum Partners' ability to (i) terminate the Quantum Partners- Satellite Contract with respect to all investments, including those involving the Shares Page 12 of 19 Pages held for the account of Quantum Partners and (ii) return voting and dispositive power to SFM LLC within 60 days, notwithstanding the fact that none of SFM LLC, Mr. Soros and Mr. Druckenmiller currently exercises such power, SFM LLC, Mr. Soros and Mr. Druckenmiller may be deemed to be the beneficial owners of the 640,541 Shares held for the account of Quantum Partners. ii) Each of Satellite LP, Satellite LLC, Mr. Sonnino, Mr. Rosenblatt and Mr. Nechamkin may be deemed the beneficial owner of 640,541 Shares held for the account of Quantum Partners. Item 4(b) Percent of Class: The number of Shares of which each of SFM LLC, Mr. Soros, Mr. Druckenmiller, Satellite LP, Satellite LLC, Mr. Sonnino, Mr. Rosenblatt and Mr. Nechamkin may be deemed to be the beneficial owner constitutes approximately 13.05% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: SFM LLC ------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 Mr. Soros --------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 Mr. Druckenmiller ----------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 Page 13 of 19 Pages Satellite LP ------------ (i) Sole power to vote or to direct the vote: 640,541 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 640,541 (iv) Shared power to dispose or to direct the disposition of: 0 Satellite LLC ------------- (i) Sole power to vote or to direct the vote: 640,541 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 640,541 (iv) Shared power to dispose or to direct the disposition of: 0 Mr. Sonnino ----------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 640,541 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 640,541 Mr. Rosenblatt -------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 640,541 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 640,541 Page 14 of 19 Pages Mr. Nechamkin ------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 640,541 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 640,541 Item 6. Ownership of More than Five Percent on Behalf of Another Person: The shareholders of Quantum Partners, including Quantum Fund N.V., a Netherlands Antilles company, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares, held for the account of Quantum Partners in accordance with their ownership interests in Quantum Partners. Information contained herein concerning SFM LLC, Mr. Soros and Mr. Druckenmiller has been provided by SFM LLC. Satellite LP, Satellite LLC, Mr. Sonnino, Mr. Rosenblatt and Mr. Nechamkin assume no responsibility for such information. Information contained herein concerning Satellite LP, Satellite LLC, Mr. Sonnino, Mr. Rosenblatt and Mr. Nechamkin has been provided by Satellite LP. SFM LLC, Mr. Soros and Mr. Druckenmiller assume no responsibility for such information. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each signatory certifies that, to the best of his/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 15 of 19 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: August 10, 1999 SOROS FUND MANAGEMENT LLC By: /S/ SEAN C. WARREN ----------------------------------- Sean C. Warren Managing Director GEORGE SOROS By: /S/ SEAN C. WARREN ----------------------------------- Sean C. Warren Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /S/ SEAN C. WARREN ----------------------------------- Sean C. Warren Attorney-in-Fact SATELLITE ASSET MANAGEMENT, L.P. By: Satellite Fund Management LLC its General Partner By: /S/ LIEF D. ROSENBLATT ------------------------------ Lief D. Rosenblatt Managing Member SATELLITE FUND MANAGEMENT LLC By: /S/ LIEF D. ROSENBLATT ----------------------------------- Lief D. Rosenblatt Managing Member Page 16 of 19 Pages MARK SONNINO /S/ MARK SONNINO ----------------------------------------- LIEF D. ROSENBLATT /S/ LIEF D. ROSENBLATT ----------------------------------------- GABRIEL NECHAMKIN /S/ GABRIEL NECHAMKIN ----------------------------------------- Page 17 of 19 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement dated August 10, 1999 by and among Soros Fund Management LLC, Mr. George Soros, Mr. Stanley F. Druckenmiller, Satellite Asset Management, L.P., Satellite Fund Management LLC, Mr. Mark Sonnino, Mr. Lief D. Rosenblatt and Mr. Gabriel Nechamkin........ 18 EX-99 2 EXHIBIT A - JOINT FILING AGREEMENT Page 18 of 19 Pages JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Homeland Holding Corporation, dated as of August 10, 1999 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Date: August 10, 1999 SOROS FUND MANAGEMENT LLC By: /S/ SEAN C. WARREN ----------------------------------- Sean C. Warren Managing Director GEORGE SOROS By: /S/ SEAN C. WARREN ----------------------------------- Sean C. Warren Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /S/ SEAN C. WARREN ----------------------------------- Sean C. Warren Attorney-in-Fact SATELLITE ASSET MANAGEMENT, L.P. By: Satellite Fund Management LLC its General Partner By: /S/ LIEF D. ROSENBLATT ------------------------------ Lief D. Rosenblatt Managing Member SATELLITE FUND MANAGEMENT LLC By: /S/ LIEF D. ROSENBLATT ----------------------------------- Lief D. Rosenblatt Managing Member Page 16 of 19 Pages MARK SONNINO /S/ MARK SONNINO ----------------------------------------- LIEF D. ROSENBLATT /S/ LIEF D. ROSENBLATT ----------------------------------------- GABRIEL NECHAMKIN /S/ GABRIEL NECHAMKIN ----------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----