SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)*
Homestore.com, 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.
Senior Vice President - Law and Corporate Secretary
Cendant Corporation
9 West 57th Street
New York, NY 10019
Telephone: (212) 431-1836
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 5, 2001
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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 Rule 13d-1(e), 13d-1(f) or 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 Rule
13d-7(b) for other parties to whom copies are 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, as amended (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 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)
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) /_/
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS
OO
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS /_/
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
______________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 18,131,543
OWNED BY _________________________________________________
EACH 8 SHARED VOTING POWER
REPORTING
PERSON - 0 -
WITH _________________________________________________
9 SOLE DISPOSITIVE POWER
18,131,543
_________________________________________________
10 SHARED DISPOSITIVE POWER
- 0 -
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,131,543
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
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14 TYPE OF REPORTING PERSON
CO
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________________________
* The shares of Homestore.com, 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. 1 amends and supplements the Statement on
Schedule 13D filed with the Securities and Exchange Commission on February
26, 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 18,131,543 shares of Homestore
Common Stock through its wholly owned subsidiary Cendant Membership
Services Holdings, Inc. ("CMS"). Based on the 107,490,834 shares of
Homestore Common Stock that were issued and outstanding as of April 30,
2001, the 18,131,543 shares beneficially owned by Cendant represented 16.9%
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 June 13, 2001, CMS transferred 58,198 shares of
Homestore Common Stock to R.R. Donnelley & Sons Company
("Donnelley"), the record owner of 159,795 shares of Cendant
common stock designated as Move.com Tracking Stock, par value
$0.01 per share ("Tracking Stock"), in exchange for one-half of
such shares of Tracking Stock held by Donnelley. On June 20, 2001,
CMS transferred an additional 58,197 shares of Homestore Common
Stock to Donnelley in exchange for the remaining 79,897 shares of
Tracking Stock held by Donnelley.
(ii) On June 12 and June 14, 2001, respectively, CMS
transferred in the aggregate 374,000 shares of Homestore Common
Stock to Chatham Holdings, LLC, a Delaware limited liability
company ("Chatham"), in connection with an earlier agreement
between Cendant, Cendant Finance Holding Corporation ("Cendant
Finance"), WMC Finance Co. and Apollo Investment Fund III, L.P.
(the "Chatham Stock Purchase Agreement"), pursuant to which
Cendant repurchased 1,561,000 shares of Tracking Stock and
warrants to acquire 1,561,000 shares of Tracking Stock in exchange
for 2,606,342 shares of Series E Cumulative Senior Preferred Stock
of WMC Finance Co.
(iii) On June 5, 2001, CMS transferred 1,164,048 shares
of Homestore Common Stock to LDIG Move, Inc. ("LDIG Move"), a
wholly owned subsidiary of Liberty Digital, Inc. ("Liberty"), the
record owner of 1,598,030 shares of Tracking Stock, in exchange
for all the shares of Tracking Stock held by LDIG Move.
(iv) On March 30, 2001, in connection with a
recapitalization of Travel Portal, Inc. ("Travel Portal"), in
which Travel Portal ceased to be a wholly owned subsidiary of
Cendant, Cendant transferred 1,500,000 shares of Homestore Common
Stock to Travel Portal (the "Travel Portal Homestore Shares") as
part of a development advance.
(v) On March 30, 2001, Cendant contributed 250,000 shares
of Homestore Common Stock (the "Foundation Homestore Shares") to
the Cendant Charitable Foundation (the "Foundation"), which shares
are referred to as the "Existing Shares" in the Stockholders
Agreement, dated as of October 26, 2000, and effective as of
February 16, 2001, between Cendant and Homestore.
(vi) On March, 28, 2001, CMS transferred 71,028 shares of
Homestore Common Stock to Joseph Preis and John McWeeny, the
record owners of 97,512 shares of Tracking Stock, in exchange for
all the shares of Tracking Stock held by Messrs. Preis and
McWeeny.
(vii) On March, 28, 2001, CMS transferred 4,631 shares of
Homestore Common Stock to Richard & Sonia Henkin (the "Henkins"),
the record owners of 6,358 shares of Tracking Stock, in exchange
for all the shares of Tracking Stock held by the Henkins.
(d) Subject to the terms of Cendant's Amended and Restated
Certificate of Incorporation relating to shares of Tracking Stock, no other
person is known by Cendant to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Homestore Common Stock obtainable by Cendant.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 4 of this Schedule 13G is hereby amended as follows:
Exchange Agreements
CMS and Donnelley entered into an Exchange Agreement,
dated as of June 12, 2001 (the "Donnelley Exchange Agreement").
The Donnelley Exchange Agreement provided for CMS to exchange
58,198 shares of Homestore Common Stock for one-half of the
159,795 shares of Tracking Stock held by Donnelley. Each of CMS
and Donnelley made customary representations and warranties in the
Donnelley Exchange Agreement. CMS and Donnelley also entered into
a second Exchange Agreement, dated as of June 21, 2001 (the
"Second Donnelley Exchange Agreement"), pursuant to which CMS
agreed to exchange 58,197 shares of Homestore Common Stock
(the "Donnelley Homestore Shares") for the remaining 79,897 shares
of Tracking Stock held by Donnelley. Donnelley agreed to cause the
Donnelley Homestore Shares to be sold on or before the close of
trading on the third trading day following the Closing Date (as
such term is defined in the Second Donnelley Agreement) with
Donnelley retaining all of the proceeds of such sale. In the event
that the proceeds of the sale of the Donnelley Homestore Shares
were less than $2.5 million, Cendant agreed to pay to Donnelley,
an amount equal to $2.5 million less the aggregate proceeds of the
sale of the Donnelley Homestore Shares (the "Donnelley Adjustment
Amount"). The Donnelley Adjustment Amount was payable by CMS in
immediately available funds. All of the rights, obligations and
duties of the parties pursuant to the Donnelley Exchange Agreement
and the Second Donnelley Exchange Agreement have been satisfied in
all respects.
The Chatham Stock Purchase Agreement, as amended,
provided for Cendant Finance to repurchase 1,561,000 shares of
Tracking Stock and warrants to acquire 1,561,000 shares of
Tracking Stock held by Chatham in exchange for 2,606,342 shares of
Series E Cumulative Senior Preferred Stock of WMC Finance Co. The
Chatham Stock Purchase Agreement also provided that in the event
of a transaction that results in, among other things, the merger,
consolidation, sale of securities of Move.com or other transaction
or series of transaction, as a result of which either (a) any
person or "group" (as defined in Rules 13d-1 and 13d-5 under the
Exchange Act) becomes the beneficial owner of securities
representing at least 35% of the outstanding shares of common
stock of Move.com, the outstanding equity securities of Move.com
or the outstanding voting securities of Move.com or (b) the
holders of the voting securities of Move.com issued and
outstanding prior to such transaction cease to hold at least 65%
of the issued and outstanding common stock, equity securities or
voting securities of the surviving entity immediately following
such transaction (a "Transaction Event"), then Cendant agreed to
pay to Chatham an amount equal to $10 million (the "Transaction
Amount") in either (i) shares of (x) common stock, par value $.01
per share, of Cendant ("Cendant Common Stock"), or (y) Homestore
Common Stock or (ii) immediately available funds. In the event
Cendant elected to pay the Transaction Amount in marketable
securities of Homestore Common Stock or Cendant Common Stock,
Cendant agreed to cause such securities to be sold on behalf of
Chatham within 90 days of such Transaction Event with Chatham
retaining all of the proceeds of such sale. In the event that the
proceeds of the sale of shares of Cendant Common Stock or
Homestore Common Stock were less than $10 million, Cendant agreed
to pay to Chatham, an amount in immediately available funds equal
to $10 million less the aggregate proceeds of the sale of the
Cendant Common Stock or Homestore Common Stock. All of the rights,
duties and obligations of the parties pursuant to the Chatham
Stock Purchase Agreement have been satisfied in all respects.
Cendant, CMS, Liberty and LDIG Move entered into a Stock
Purchase Agreement, dated as of June 5, 2001 (the "Liberty Stock
Purchase Agreement"). The Liberty Stock Purchase Agreement
provided for Cendant, and cause CMS, to exchange 1,164,048 shares
of Homestore Common Stock (the "Liberty Homestore Shares"), for
1,598,030 shares of Tracking Stock held by LDIG Move. LDIG Move
agreed to cause the Liberty Homestore Shares to be sold on or
before the close of trading on the fifth trading day following the
Closing Date (as such term is defined in the Liberty Stock
Purchase Agreement) with LDIG Move retaining all of the proceeds
of such sale. In the event that the proceeds of the sale of the
Liberty Homestore Shares were less than $50 million, Cendant
agreed to pay to LDIG Move, an amount equal to $50 million less
the aggregate proceeds of the sale of the Liberty Homestore Shares
(the "Liberty Adjustment Amount"). The Liberty Adjustment Amount
was payable at the option of Cendant in (i) cash or (ii) a number
of shares of common stock, par value $.01 per share, of Cendant
("Cendant Common Stock") equal to (x) the Liberty Adjustment
Amount divided by the (y) the average of the per share closing
prices of Cendant Common Stock on the New York Stock Exchange for
each trading day during the 10 consecutive trading days
immediately preceding the date on which all of the Liberty
Homestore Shares were sold. Each of Cendant, CMS, Liberty and LDIG
Move made customary representations and warranties in the Liberty
Stock Purchase Agreement. All of the rights, duties and
obligations of the parties pursuant to the Liberty Stock Purchase
Agreement have been satisfied in all respects.
CMS and each of Joseph A. Preis and John McWeeny, entered
into an Exchange Agreement, dated as of March 28, 2001 (the
"Preis/McWeeny Exchange Agreement"). The Preis/McWeeny Exchange
Agreement provided for CMS to exchange 71,028 shares of Homestore
Common Stock for 97,512 shares of Tracking Stock held by Messrs.
Preis and McWeeny. Each of CMS and Messrs. Preis and McWeeny made
customary representations and warranties in the Preis/McWeeny
Exchange Agreement. The Homestore Common Stock received by Messrs.
Preis and McWeeny was characterized as "restricted securities"
under the federal securities laws until Homestore filed a
registration statement on Form S-3 relating to such shares (the
"Registration Statement") and such Registration Statement is
declared effective by the SEC (which declaration occurred on June
4, 2001). All of the rights, duties and obligations of the parties
pursuant to the Preis/McWeeny Exchange Agreement have been
satisfied in all respects.
CMS, and the Henkins, entered into an Exchange Agreement,
dated as of March 28, 2001 (the "Henkin Exchange Agreement"). The
Henkin Exchange Agreement provided for CMS to exchange 4,631
shares of Homestore Common Stock for 6,358 shares of Tracking
Stock held by the Henkins. Each of CMS and the Henkins made
customary representations and warranties in the Henkin Exchange
Agreement. The Homestore Common Stock received by the Henkins was
characterized as "restricted securities" under the federal
securities laws until the Registration Statement is declared
effective by the SEC (which declaration occurred on June 4, 2001).
All of the rights, duties and obligations of the parties pursuant
to the Henkin Exchange Agreement have been satisfied in all
respects.
Development Agreement
Cendant Internet Group, Inc, a wholly owned subsidiary of
Cendant ("CIG"), and Homestore entered into a Development
Agreement (the "Development Agreement"), dated as of March 30,
2001, which contains the following provisions:
(a) The Call Right - As of March 30, 2001, CIG will have the right
to purchase (the "Call Right") all or part of the Homestore Common
Stock owned by Travel Portal. For each of the Travel Portal
Homestore Shares that CIG purchases pursuant to the Call Right,
CIG will be required to pay to Travel Portal the closing trading
price per share of Homestore Common Stock on the day immediately
prior to the date of such purchase.
(b) The Put Right - At any time after September 1, 2001, Travel
Portal shall have the right, but not the obligation, to require
CIG to purchase all of the Travel Portal Homestore Shares owned by
Travel Portal at such time (the "Put Right"). For each of the
Travel Portal Homestore Shares that CIG purchases pursuant to the
Put Right, CIG will be required to pay to Travel Portal the
closing trading price per share of Homestore Common Stock on the
day immediately prior to the date of such purchase.
(c) Stockholders Agreement - Travel Portal has agreed to be bound
at all times to the provisions of the Stockholders Agreement.
Letter Agreement
Cendant and Homestore entered into a letter agreement
(the "Letter Agreement"), dated March 30, 2001, waiving certain
provisions of the Stockholders Agreement in connection with the
transfer of the Travel Portal Homestore Shares and the Foundation
Homestore Shares, which Letter Agreement contains the following
provisions:
(a) Travel Portal Homestore Shares - In connection with the
transfer of the Travel Portal Homestore Shares, Cendant has agreed
as a condition to such transfer to cause Travel Portal to be bound
by the provisions of the Stockholders Agreement as they pertain to
such shares.
(b) Foundation Homestore Shares - In connection with the
transfer of the Foundation Homestore Shares, Cendant has agreed as
a condition to such transfer to cause the Foundation to be bound
by the provisions of the Stockholders Agreement as they pertain to
such shares.
(c) Stockholders Agreement - The transfer of the Travel Portal
Homestore Shares and Foundation Homestore Shares shall not result
in an increase or decrease of the aggregate number of shares of
Homestore Common Stock subject to the transfer and volume
limitations set forth in Section 1.2 of the Stockholders
Agreement.
References to, and descriptions of, the Donnelley
Exchange Agreement, the Second Donnelley Exchange Agreement, the
Chatham Stock Purchase Agreement, the Liberty Stock Purchase
Agreement, the Preis/McWeeny Exchange Agreement, the Henkin
Exchange Agreement, the Development Agreement and the Letter
Agreement as set forth above in this Item 6 are qualified in their
entirety by reference to the copy of each of the Donnelley
Exchange Agreement, the Second Donnelley Exchange Agreement, the
Chatham Stock Purchase Agreement, the Preis/McWeeny Exchange
Agreement, the Henkin Exchange Agreement, the Liberty Stock
Purchase Agreement, the Development Agreement and the Letter
Agreement attached as Exhibit 1 through Exhibit 8 to this
Amendment No. 1 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. Exchange Agreement, dated as of June 12, 2001, by and
between Cendant Membership Services Holdings, Inc. and
R.R. Donnelley & Sons Company.
2. Exchange Agreement, dated as of June 21, 2001, by and
between Cendant Membership Services Holdings, Inc. and
R.R. Donnelley & Sons Company.
3. Stock Purchase Agreement, dated as of November 24, 2000,
as amended, by and among Chatham Street Holdings, LLC,
Cendant Corporation, Cendant Finance Holding Corporation,
WMC Finance Co. and Apollo Investment Fund III, L.P.
4. Stock Purchase Agreement, dated as of June 5, 2001, by
and among Cendant Corporation, Cendant Membership
Services Holdings, Inc., LDIG Move, Inc. and Liberty
Digital.
5. Exchange Agreement, dated as of March 28, 2001, by and
among Cendant Membership Services Holdings, Inc., Joseph
A. Preis and John P. McWeeny.
6. Exchange Agreement, dated as of March 28, 2001, by and
among Cendant Membership Services Holdings, Inc, and each
of Richard and Sonia Henkin.
7. Development Agreement, dated as of March 30, 2001, by and
between Cendant Corporation and Homestore.com, Inc.
8. Letter Agreement, dated March 30, 2001, by and between
Cendant Corporation and Homestore.com, 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: July 12, 2001
CENDANT CORPORATION
By: /s/ Eric J. Bock
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Name: Eric J. Bock, Esq.
Title: Senior Vice President - Law
and Corporate Secretary