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UNITED STATES |OMB Number: 3235-0145 |
SECURITIES AND EXCHANGE COMMISSION |Expires:December 31, 2005 |
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
HOMESTORE, INC.
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(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
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(Title of Class of Securities)
437852106
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(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) 413-1800
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 5, 2003
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(Date of Event which Requires Filing 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 Sections 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 Section 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).
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CUSIP No. 437852106 Page 2 of 6 Pages
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13D
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CENDANT CORPORATION (I.R.S. IDENTIFICATION NO. 06-0918165)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS |_|
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF
SHARES 18,131,503
BENEFICIALLY ------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING - 0 -
PERSON ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
18,131,503
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,131,503
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
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14 TYPE OF REPORTING PERSON
CO
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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. 2 amends and supplements the Statement on Schedule 13D/A
filed with the Securities and Exchange Commission on July 12, 2001 (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.
Item 5 of this Schedule 13D is amended as follows:
(a) Cendant beneficially owns 18,131,503 shares of Homestore Common
Stock through its wholly owned subsidiary Cendant Membership Services
Holdings, Inc. ("CMS"). Based on the 119,142,220 shares of Homestore Common
Stock that were issued and outstanding as of July 31, 2003, the 18,131,503
shares beneficially owned by Cendant represented 15.2% 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) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 of this Schedule 13D is hereby amended as follows:
Option Agreement
Pursuant to the terms of the Option Agreement, dated as of
August 5, 2003, Cendant granted Homestore an option to purchase
7,264,812 shares of Homestore Common Stock held by Cendant and its
affiliates (the "Option"). The exercise price of the Option is the
highest closing price per share during the five most recent trading
days ending on the date Homestore exercises the Option. The Option
became exercisable on August 15, 2003 and expires on October 4, 2003.
The Option may be exercised in whole or in part.
New Registration Rights Agreement
Cendant and Homestore agreed to terminate the Registration
Rights Agreement, dated as of October 26, 2000, which became
effective as of February 14, 2001. Cendant and Homestore entered into
a new Registration Rights Agreement, dated as of August 5, 2003 (the
"New Registration Rights Agreement"), requiring Homestore to promptly
file a shelf registration statement relating to the approximately 18
million shares of Homestore Common Stock held by Cendant and its
affiliates as a result of the acquisition of the Move.com Group, with
expenses to be paid by Homestore. Pursuant to the terms of the New
Registration Rights Agreement, Homestore will be required to pay
Cendant liquidated damages of approximately $18,000 per business day,
up to a maximum of $7.5 million in the event (i) the registration
statement is not effective on or before October 14, 2003, (ii) the
registration statement ceases to be effective at any time once it is
initially declared effective, (iii) Homestore's common stock is
delisted from The NASDAQ SmallCap Market, or (iv) at any time when a
prospectus relating to the shares of Homestore Common Stock
beneficially owned by Cendant is required to be delivered under the
Securities Act of 1933, as amended, and such prospectus contains an
untrue statement of a material fact or omits to state a material fact
required or necessary to make the statements in such prospectus not
misleading. Homestore's obligation to pay liquidated damages will
terminate if the registration statement has remained continuously
effective and useable for a period of six months and the Homestore
Common Stock has not been delisted during that time.
Stockholder Agreement
Cendant and Homestore agreed to terminate the Stockholder
Agreement, dated as of October 26, 2000, between Cendant and
Homestore.
References to, and descriptions of, the Option Agreement and the New
Registration Rights Agreement as set forth above in this Item 6 are qualified
in their entirety by reference to the copy of each of the Option Agreement and
the Registration Rights Agreement attached as Exhibit 1 and Exhibit 2 to this
Amendment No. 2 to Schedule 13D, and are incorporated in this Item 6 in their
entirety where such references and descriptions appear.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
1. Option Agreement, dated as of August 5, 2003, by and between
Cendant Membership Services Holdings, Inc. and Homestore, Inc.
2. Registration Rights Agreement, dated as of August 5, 2003,
by and between Cendant Membership Services Holdings, Inc.,
Cendant Corporation and Homestore, Inc.
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.
Dated: October 1, 2003
CENDANT CORPORATION
By: /s/ Eric J. Bock
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Name: Eric J. Bock, Esq.
Title: Executive Vice President - Law
and Corporate Secretary