Homestore, Inc. - 13D/A Amendment No. 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*

    Homestore, Inc.  
(Name of Issuer)
 
 
Common Stock, Par Value $0.001 Per Share
 (Title of Class of Securities)
 
 
437852106
 (CUSIP Number)
 
 
Eric J. Bock, Esq.
Executive Vice President - Law and Corporate Secretary
Cendant Corporation
9 West 57th Street
New York, New York 10019
Telephone: (212) 431-1836
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 
February 27, 2004
 (Date of Event which Requires Filling of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1 (f) or 240.13d-1(g), check the following box.   (    )

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7 for other parties to whom copies are to be sent.
 
* 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 disclosures provided in a prior cover page.
 
The information required on 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 ("Act") 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).
 
 

 
 
 
 
 
1.
Name of Reporting Person
I.R.S. Identification No. of above person (entities only)
        CENDANT CORPORATION  (I.R.S. Identification No. 06-0918165)
 
 
 
2.
Check the Appropriate Box if a Member of a Group
         (a.)  (    )       (b.)  (    )
 
 
 
3.
SEC USE ONLY
 
 
 
4.
Source of Funds
        OO
 
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e) 
        (    )
 
 
 
6.
Citizenship or Place of Organization
        DELAWARE
 
 
    Number of
    Shares    
    Beneficially
    Owned by 
    Each
    Reporting 
    Person
    With
 
7.
Sole Voting Power
    9,431,503
 
 
8.
Shared Voting Power
    - 0 -
 
 
9.
Sole Dispositive Power
    9,431,503
 
 
10.
Shared Dispositive Power
    - 0 -
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
      9,431,503
 
 
 
12.
Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares (See Instructions)  
             (    )
 
 
 
13.
Percent of Class Represented by Amount in Row (11)
            7.84%
 
 
 
14.
Type of Reporting Person
            CO
 
 
The shares of Homestore, Inc. common stock beneficially owned by Cendant Corporation are held of record by Cendant Membership Services Holdings, Inc., a wholly-owned subsidiary of Cendant Corporation.

 
 
     
 
 
         
 

This Amendment No. 5 amends and supplements the Statement on Schedule 13D/A filed with the Securities and Exchange Commission on January 22, 2004 (the "Statement"). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Statement. Except as disclosed herein there has been no change in the information previously reported on Schedule 13D.
 
Item 5. Interest in Securities of the Issuer.
 
(a)
Cendant beneficially owns 9,431,503 shares of Homestore Common Stock through its wholly owned subsidiary Cendant Membership Services Holdings, Inc. ("CMS"). Based on the 120,283,050 shares of Homestore Common Stock that were issued and outstanding as of October 31, 2003 (as reported by Homestore, Inc. in its Form 10-Q filed with the Securities and Exchange Commission for the quarterly period ended September 30, 2003), the 9,431,503 shares of Homestore Common Stock beneficially owned by Cendant represented 7.84% of the issued and outstanding shares of Homestore Common Stock on such date.
 
(b)
Cendant has the sole power to vote or direct the voting of the shares of Homestore Common Stock and the sole power to dispose of, or to direct the disposition of, the shares of Homestore Common Stock.
 
(c)
On February 27, 2004, Cendant sold 2,000,000 shares of Homestore Common Stock at a price of $4.00 per share.
 
 
(d)
Not applicable.
 
(e)
Not applicable.
 
 
 
 
 
     
 
 
 
     
 
 
Signature       
  
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 Date:   March 04, 2004 
 
                  CENDANT CORPORATION
                             
  
  By: /s/ Eric J. Bock      
   
      Eric J. Bock
 
Title:
      Executive Vice President - Law and Corporate Secretary