Item 5.   Other Events and Regulation FD Disclosure

		On June 24, 2002, Homeland Holding Corporation ("Holding") and
Homeland Stores, Inc. ("Homeland" and, with Holding, "Debtors"), filed with the
United States Bankruptcy Court for the Western District of Oklahoma ("Bankruptcy
Court") the Joint Plan of Reorganization of Homeland Stores, Inc. and Homeland
Holding Corporation ("Joint Plan") and Homeland executed an Asset Purchase
Agreement with HAC, Inc. ("HAC"), an affiliate of Associated Wholesale Grocers,
Inc.

		The Plan contemplates that, on the effective date, Homeland will
sell substantially all of its assets to HAC, Inc. pursuant to the Asset Purchase
Agreement and that, in exchange for the assets being purchased from Homeland,
HAC will pay or otherwise provide consideration to Homeland in the sum of
$47,195,000, subject to any adjustments required under the Asset Purchase
Agreement.  The Plan also contemplates that Homeland will liquidate its other
remaining assets and will use the funds from such transactions to satisfy claims
against Homeland as provided in the Plan.

		The Plan contemplates that the holders of shares of Common Stock
of Holding will not receive any distribution and the shares of Common Stock of
Holding will be cancelled on the effective date.

		The Plan and the transactions contemplated thereby are subject
to the receipt of the approval of the Bankruptcy Court and certain other
approvals and conditions, as well as other customary closing conditions.
[{"type": "8-K", "sequence": "1", "filename": "form8k02.txt", "secsgml_size_bytes": 1501}]
{"company-data": {"conformed-name": "HOMELAND HOLDING CORP", "cik": "0000835582", "assigned-sic": "5411", "irs-number": "731311075", "state-of-incorporation": "DE", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11555", "film-number": "02686709"}, "business-address": {"street1": "2601 N W EXPRESSWAY", "street2": "SUITE 1100E", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73112", "phone": "4058796600"}, "mail-address": {"street1": "2601 N W EXPRESSWAY", "street2": "SUITE 1100E", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73112"}, "former-company": [{"former-conformed-name": "SWO HOLDING CORP", "date-changed": "19901017"}, {"former-conformed-name": "SWO ACQUISTION CORP", "date-changed": "19890716"}]}
Item 5.   Other Events and Regulation FD Disclosure

		On June 24, 2002, Homeland Holding Corporation ("Holding") and
Homeland Stores, Inc. ("Homeland" and, with Holding, "Debtors"), filed with the
United States Bankruptcy Court for the Western District of Oklahoma ("Bankruptcy
Court") the Joint Plan of Reorganization of Homeland Stores, Inc. and Homeland
Holding Corporation ("Joint Plan") and Homeland executed an Asset Purchase
Agreement with HAC, Inc. ("HAC"), an affiliate of Associated Wholesale Grocers,
Inc.

		The Plan contemplates that, on the effective date, Homeland will
sell substantially all of its assets to HAC, Inc. pursuant to the Asset Purchase
Agreement and that, in exchange for the assets being purchased from Homeland,
HAC will pay or otherwise provide consideration to Homeland in the sum of
$47,195,000, subject to any adjustments required under the Asset Purchase
Agreement.  The Plan also contemplates that Homeland will liquidate its other
remaining assets and will use the funds from such transactions to satisfy claims
against Homeland as provided in the Plan.

		The Plan contemplates that the holders of shares of Common Stock
of Holding will not receive any distribution and the shares of Common Stock of
Holding will be cancelled on the effective date.

		The Plan and the transactions contemplated thereby are subject
to the receipt of the approval of the Bankruptcy Court and certain other
approvals and conditions, as well as other customary closing conditions.