UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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) 431-1836
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 17, 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 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 (the "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).
CUSIP No. 437852106 Page 2 of 6 Pages
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 13,731,503(1)
BENEFICIALLY ------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING - 0 -
PERSON ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
13,731,503(1)
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,731,503(1)
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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)
11.4%(1)
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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.
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1 Reflects Cendant Corporation's contract to sell 3,400,000 shares of
Homestore, Inc. common stock as described in this Amendment No. 3.
This Amendment No. 3 amends and supplements the Statement on Schedule 13D/A
filed with the Securities and Exchange Commission on October 2, 2003 (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 13,731,503(1) 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
13,731,503(1) shares of Homestore Common Stock beneficially owned by Cendant
represented 11.4%(1) 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) (i) On December 17, 2003, Cendant sold 1,000,000 shares of
Homestore Common Stock at a price of $3.70 per share.
(ii) On December 17, 2003, Cendant entered into a contract with
Citibank, N.A. ("Citibank") pursuant to which Cendant will sell 3,400,000
shares of Homestore Common Stock to Citibank at $3.33 per share plus a capped
share appreciation rights option (the "SAR") from Citibank with respect to the
same number of shares of Homestore Common Stock. The SAR and sale of Homestore
Common Stock will be settled in ten installments based on a ten-trading-day
period beginning January 20, 2004 and ending February 2, 2004 (each such
trading day, a "Settlement Date"). On each Settlement Date, the settlement
price of the portion of the SAR settled on that date will be equal to the
excess, if any, of the closing price of Homestore Common Stock on that
Settlement Date over $3.33 (any such excess, a "Realization") multiplied by
the number of shares of Homestore Common Stock underlying the portion of the
SAR settled on such Settlement Date, provided that in no case shall any
Realization be more than $0.555 per share. Cendant's obligations under the
contract are secured by a pledge of 3,400,000 shares of Homestore Common
Stock. Prior to an event of default with respect to the pledge, Cendant has
sole voting power with respect to the shares of Homestore Common Stock subject
to the pledge.
(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:
Range Forward Transaction
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On December 17, 2003, Cendant entered into a contract with
Citibank pursuant to which Cendant will sell 3,400,000 shares of
Homestore Common Stock to Citibank at $3.33 per share plus the SAR
from Citibank with respect to the same number of shares of Homestore
Common Stock. The SAR and sale of Homestore Common Stock will be
settled in ten installments based on a ten-trading-day period beginning
January 20, 2004 and ending February 2, 2004. On each Settlement
Date, the settlement price of the portion of the SAR settled on that
date will be equal to the excess, if any, of the closing price of
Homestore Common Stock on that Settlement Date over $3.33 multiplied
by the number of shares of Homestore Common Stock underlying the
portion of the SAR settled on such Settlement Date, provided that in
no case shall any Realization be more than $0.555 per share.
Cendant's obligations under the contract are secured by a pledge of
3,400,000 shares of Homestore Common Stock. Prior to an event of
default with respect to the pledge, Cendant has sole voting power
with respect to the shares of Homestore Common Stock subject to the
pledge.
In addition, under the contract, during the period from
December 17, 2003 until the final Settlement Date, Cendant has agreed
that neither Cendant nor any of its subsidiaries will (i) offer,
sell, transfer, agree to sell or transfer, sell any option or
contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, assign, pledge, hypothecate
or otherwise transfer or dispose of, directly or indirectly, any
shares of Homestore Common Stock or any securities convertible into
or exercisable or exchangeable therefor, or any interest therein or
(ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of
owning any of such shares.
References to, and descriptions of, the contract as set forth above
in this Item 6 are qualified in their entirety by reference to the copy of the
Master Terms and Conditions for Range Forward Transactions attached as Exhibit
1 to this Amendment No. 3 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. Master Terms and Conditions for Range Forward Transactions,
dated as of December 17, 2003, between Citibank, N.A. and
Cendant Corporation.
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: December 23, 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