HOMESTORE COM INC
SC 13G, 2000-02-14
REAL ESTATE AGENTS & MANAGERS (FOR OTHERS)
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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.

                                SCHEDULE 13G
                 Under the Securities Exchange Act of 1934
                             (Amendment _____)*

                            HOMESTORE.COM, INC.
- ---------------------------------------------------------------------------
                              (Name of Issuer)

                  COMMON STOCK, PAR VALUE $0.001 PER SHARE
- ---------------------------------------------------------------------------
                       (Title of Class of Securities)

                                 437852106
    -------------------------------------------------------------------
                               (CUSIP Number)

                             DECEMBER 31, 1999
    -------------------------------------------------------------------
          (Date of Event Which Requires Filing of this Statement)

          Check the appropriate box to designate the rule pursuant to which
          this Schedule is filed:

                  |_|      Rule 13d-1(b)
                  |_|      Rule 13d-1(c)
                  |X|      Rule 13d-1(d)

          *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 the disclosures provided
          in a prior page.

          The information required in 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).

                    *SEE INSTRUCTIONS BEFORE FILLING OUT

<PAGE>

                                SCHEDULE 13G


CUSIP No.  437852106                              Page  2 of  11 Pages


1   NAME OF REPORTING PERSON
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     GE CAPITAL EQUITY INVESTMENTS, INC.

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]
                                                         (b)  [x]

3   SEC USE ONLY

4   CITIZENSHIP OR PLACE OF ORGANIZATION

     DELAWARE, U.S.A.

  NUMBER OF      5  SOLE VOTING POWER

   SHARES            0

 BENEFICIALLY    6  SHARED VOTING POWER

OWNED BY EACH        3,991,800

 REPORTING       7  SOLE DISPOSITIVE POWER

PERSON WITH          0

                 8  SHARED DISPOSITIVE POWER

                     3,991,800

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     3,991,800

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)              [ ]
    EXCLUDES CERTAIN SHARES*

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     5.7%

12  TYPE OF REPORTING PERSON*

     CO

<PAGE>


CUSIP No.  437852106                              Page  3 of  11 Pages


1   NAME OF REPORTING PERSON
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     GENERAL ELECTRIC CAPITAL CORPORATION

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]
                                                         (b)  [x]

3   SEC USE ONLY

4   CITIZENSHIP OR PLACE OF ORGANIZATION

     NEW YORK, U.S.A.

  NUMBER OF      5  SOLE VOTING POWER

   SHARES            0

 BENEFICIALLY    6  SHARED VOTING POWER

OWNED BY EACH        3,991,800

 REPORTING       7  SOLE DISPOSITIVE POWER

PERSON WITH          0

                 8  SHARED DISPOSITIVE POWER

                     3,991,800

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     3,991,800

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)              [ ]
    EXCLUDES CERTAIN SHARES*

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     5.7%

12  TYPE OF REPORTING PERSON*

     CO


<PAGE>


CUSIP No.  437852106                              Page  4 of  11 Pages


1   NAME OF REPORTING PERSON
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     GENERAL ELECTRIC CAPITAL SERVICES, INC.

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]
                                                         (b)  [x]

3   SEC USE ONLY

4   CITIZENSHIP OR PLACE OF ORGANIZATION

     DELAWARE, U.S.A.

  NUMBER OF      5  SOLE VOTING POWER

   SHARES            0

 BENEFICIALLY    6  SHARED VOTING POWER

OWNED BY EACH        DISCLAIMED.  SEE 9 BELOW.

 REPORTING       7  SOLE DISPOSITIVE POWER

PERSON WITH          0

                 8  SHARED DISPOSITIVE POWER

                     DISCLAIMED.  SEE 9 BELOW.

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     BENEFICIAL OWNERSHIP OF ALL SHARES IS DISCLAIMED.

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)              [ ]
    EXCLUDES CERTAIN SHARES*

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     DISCLAIMED. SEE 9 ABOVE.

12  TYPE OF REPORTING PERSON*

     CO

<PAGE>


CUSIP No.  437852106                              Page  5 of  11 Pages


1   NAME OF REPORTING PERSON
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     GENERAL ELECTRIC COMPANY

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]
                                                         (b)  [x]

3   SEC USE ONLY

4   CITIZENSHIP OR PLACE OF ORGANIZATION

     NEW YORK, U.S.A.

  NUMBER OF      5  SOLE VOTING POWER

   SHARES            0

 BENEFICIALLY    6  SHARED VOTING POWER

OWNED BY EACH        DISCLAIMED.  SEE 9 BELOW.

 REPORTING       7  SOLE DISPOSITIVE POWER

PERSON WITH          0

                 8  SHARED DISPOSITIVE POWER

                     DISCLAIMED.  SEE 9 BELOW.

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     BENEFICIAL OWNERSHIP OF ALL SHARES IS DISCLAIMED.

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)              [ ]
    EXCLUDES CERTAIN SHARES*

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     DISCLAIMED. SEE 9 ABOVE.

12  TYPE OF REPORTING PERSON*

     CO

<PAGE>


Item 1.

(a)       NAME OF ISSUER: Homestore.com, Inc.

(b)       ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

          225 West Hillcrest Drive, Suite 100
          Thousand Oaks, California 91360



Item 2.

1.(a)-(c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND
          CITIZENSHIP:

          GE Capital Equity Investments, Inc.
          120 Long Ridge Road
          Stamford, Connecticut. 06927

          Citizenship: Delaware

(d)       TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 per
          share

(e)       CUSIP NUMBER: 437852106


2.(a)-(c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND
          CITIZENSHIP:

          General Electric Capital Corporation
          260 Long Ridge Road
          Stamford, Connecticut. 06927

          Citizenship: New York

(d)       TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 per
          share

(e)       CUSIP NUMBER: 437852106


3.(a)-(c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND
          CITIZENSHIP:

          General Electric Capital Services, Inc.
          3135 Easton Turnpike
          Fairfield, Connecticut. 06431

          Citizenship: Delaware

(d)       TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 per
          share

(e)       CUSIP NUMBER: 437852106


4.(a)-(c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND
          CITIZENSHIP:

          General Electric Company
          3135 Easton Turnpike
          Fairfield, Connecticut. 06431

          Citizenship: New York

(d)       TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 per
          share

(e)       CUSIP NUMBER: 437852106


Item 3.   IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
          13d-2(b), CHECK WHETHER THE PERSON FILING IS A:


(a)[  ]   Broker or Dealer registered under Section 15 of the Act (15
          U.S.C. 78o);

(b)[  ]   Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)[  ]   Insurance Company as defined in Section 3(a)(19) of the Act (15
          U.S.C. 78c);

(d)[  ]   Investment Company registered under Section 8 of the Investment
          Company Act (15 U.S.C. 80a-8);

(e)[  ]   An investment advisor in accordance with Section
          240.13d-1(b)(1)(ii)(E);

(f)[  ]   An employee benefit plan or endowment fund in accordance with
          Section 240.13d-1(b)(1)(ii)(F);

(g)[  ]   A parent holding company or control person, in accordance with
          Section 240.13d-1(b)(1)(ii)(G);

(h)[  ]   A savings association as defined in Section 3(b) of the Federal
          Deposit Insurance Act (12 U.S.C. 1813);

(i)[  ]   A church plan that is excluded from the definition of
          an investment company under Section 3(c)(14) of the Investment
          Company Act of 1940 (15 U.S.C. 80a-3);

(j)[  ]   Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)


If this statement is filed pursuant to ss. 240.13d-1(c), check this box.  |_|


Item 4.   OWNERSHIP:


1.        GE Capital Equity Investments, Inc.

(a)       AMOUNT BENEFICIALLY OWNED: 3,991,800 shares of Common Stock.

(b)       PERCENT OF CLASS: 5.7%

(c)       NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

          (i)       sole power to vote or to direct the vote:

                    0

          (ii)      shared power to vote or to direct the vote:

                    3,991,800

          (iii)     sole power to dispose or to direct the disposition
                    of:

                    0

          (iv)      shared power to dispose or to direct the
                    disposition of:

                    3,991,800


2.        General Electric Capital Corporation

(a)       AMOUNT BENEFICIALLY OWNED: 3,991,800 shares of Common Stock.

(b)       PERCENT OF CLASS: 5.7%

(c)       NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

          (i)       sole power to vote or to direct the vote:

                    0

          (ii)      shared power to vote or to direct the vote:

                    3,991,800

          (iii)     sole power to dispose or to direct the disposition
                    of:

                    0

          (iv)      shared power to dispose or to direct the
                    disposition of:

                    3,991,800


3.        General Electric Capital Services, Inc.

(a)       AMOUNT BENEFICIALLY OWNED: Beneficial ownership of all shares is
          disclaimed.

(b)       PERCENT OF CLASS: Disclaimed. See (a) above.

(c)       NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

          (i)       sole power to vote or to direct the vote:

                    0

          (ii)      shared power to vote or to direct the vote:

                    Disclaimed. See (a) above.

          (iii)     sole power to dispose or to direct the disposition
                    of:

                    0

          (iv)      shared power to dispose or to direct the
                    disposition of:

                    Disclaimed. See (a) above.


4.        General Electric Company

(a)       AMOUNT BENEFICIALLY OWNED: Beneficial ownership of all shares is
          disclaimed.

(b)       PERCENT OF CLASS: Disclaimed. See (a) above.

(c)       NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

          (i)       sole power to vote or to direct the vote:

                    0

          (ii)      shared power to vote or to direct the vote:

                    Disclaimed. See (a) above.

          (iii)     sole power to dispose or to direct the disposition
                    of:

                    0

          (iv)      shared power to dispose or to direct the
                    disposition of:

                    Disclaimed. See (a) above.


Item 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

          Not applicable.


Item 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

          Not applicable.


Item 7.   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
          ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
          COMPANY:

          Not applicable.


Item 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

          See Exhibit 1 for Joint Filing Agreement.


Item 9.   NOTICES OF DISSOLUTION OF GROUP:


          Not applicable.


Item 10.  CERTIFICATION:

          Not applicable.


<PAGE>

                                 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:  FEBRUARY 9, 2000

                              GENERAL ELECTRIC CAPITAL CORPORATION

                              By: /S/ MICHAEL E. PRALLE
                                 -----------------------------------------
                                   NAME: MICHAEL E. PRALLE
                                   TITLE: VICE PRESIDENT


                              GE CAPITAL EQUITY INVESTMENTS, INC.

                              By: /S/ MICHAEL E. PRALLE
                                 -----------------------------------------
                                   NAME: MICHAEL E. PRALLE
                                   TITLE: PRESIDENT/ GENERAL MANAGER


                              GENERAL ELECTRIC CAPITAL SERVICES, INC.

                              By: /S/ MICHAEL E. PRALLE
                                 -----------------------------------------
                                   NAME: MICHAEL E. PRALLE
                                   TITLE: ATTORNEY-IN-FACT*


                              GENERAL ELECTRIC COMPANY

                              By: /S/ MICHAEL E. PRALLE
                                 -----------------------------------------
                                   NAME: MICHAEL E. PRALLE
                                   TITLE: ATTORNEY-IN-FACT*




EXHIBIT 1

                           JOINT FILING AGREEMENT

          This will confirm the agreement by and among all the undersigned
that the Schedule 13G filed on or about this date and any further
amendments to the Schedule 13G with respect to beneficial ownership by the
undersigned of shares of the Common Stock, par value $0.001 per share, of
HomeStore.com, Inc., are being filed on behalf of each of the undersigned
in accordance with Rule 13D-1(k)(1) under the Securities Exchange Act of
1934. This agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

DATED:  FEBRUARY 9, 2000



                              GENERAL ELECTRIC CAPITAL CORPORATION

                              By: /S/ MICHAEL E. PRALLE
                                 -----------------------------------------
                                   NAME: MICHAEL E. PRALLE
                                   TITLE: VICE PRESIDENT

                              GE CAPITAL EQUITY INVESTMENTS, INC.

                              By: /S/ MICHAEL E. PRALLE
                                 -----------------------------------------
                                   NAME: MICHAEL E. PRALLE
                                   TITLE: PRESIDENT/ GENERAL MANAGER

                              GENERAL ELECTRIC CAPITAL SERVICES, INC.

                              By: /S/ MICHAEL E. PRALLE
                                 -----------------------------------------
                                   NAME: MICHAEL E. PRALLE
                                   TITLE: ATTORNEY-IN-FACT*

                              GENERAL ELECTRIC COMPANY

                              By: /S/ MICHAEL E. PRALLE
                                 -----------------------------------------
                                   NAME: MICHAEL E. PRALLE
                                   TITLE: ATTORNEY-IN-FACT*


- --------
*    Pursuant to a Power of Attorney attached as Exhibit 2 to this Schedule
     13G.
*    Pursuant to a Power of Attorney attached as Exhibit 2 to this Schedule
     13G.


EXHIBIT 2

                             POWER OF ATTORNEY

          The undersigned, General Electric Company, a New York corporation
(hereinafter referred to as the "Corporation") does hereby make, constitute
and appoint the persons listed below as the Corporation's true and lawful
agent and attorney-in-fact (hereinafter referred to as the "Attorney") to
act either together or alone in the name and on behalf of the Corporation
for and with respect to the matters hereinafter described.

          Name of Attorney:         Joan C. Amble
                                    Nancy E. Barton
                                    Jeffrey S. Werner
                                    Michael A. Gaudino
                                    J. Gordon Smith
                                    Michael E. Pralle
                                    Paul J. Licursi

          Each Attorney shall have the power and authority to do the
following:

          To execute and deliver any Schedule 13D, Schedule 13G or Forms 3,
          4 and 5 or any amendments thereto required to be filed with the
          Securities and Exchange Commission under the Securities Exchange
          Act of 1934 on behalf of the Corporation with regard to any
          securities owned by General Electric Capital Services, Inc.,
          General Electric Capital Corporation or any of their
          subsidiaries.

          And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents and other agreements and to take such
further action as may be necessary or convenient for the Corporation in
order to more effectively carry out the intent and purpose of the
foregoing.

          Agreements, commitments, documents, instruments, and other
writings executed by the Attorney in accordance with the terms hereof shall
be binding upon the Corporation without attestation and without affixation
of the seal of the Corporation. The Power of Attorney conferred hereby
shall not be delegable by any Attorney. The Attorney shall serve without
compensation for acting in the capacity of agent and attorney-in-fact
hereunder.

          Unless sooner revoked by the Corporation, this Power of Attorney
shall be governed under the laws of the State of New York and the authority
of the Attorney hereunder shall terminate on March 31, 2000.

          IN WITNESS WHEREOF, the Corporation has caused this Power of
Attorney to be executed, attested and its corporate seal to be affixed
pursuant to authority granted by the Corporation's board of directors, as
of the 30th day of April, 1998.

                              General Electric Company



(Corporate Seal)              By: /s/ Philip D. Ameen
                                 -----------------------------------------
                                   Philip D. Ameen, Vice President

Attest: Robert E. Healing



/s/ Robert E. Healing
- --------------------------------------
Robert E. Healing, Attesting Secretary


<PAGE>


                             POWER OF ATTORNEY

          The undersigned, General Electric Capital Services, Inc., a
Delaware corporation (hereinafter referred to as the "Corporation") does
hereby make, constitute and appoint the persons listed below as the
Corporation's true and lawful agent and attorney-in-fact (hereinafter
referred to as the "Attorney") to act either together or alone in the name
and on behalf of the Corporation for and with respect to the matters
hereinafter described.

          Name of Attorney:         Michael A. Gaudino
                                    J. Gordon Smith
                                    Michael E. Pralle
                                    Paul J. Licursi

          Each Attorney shall have the power and authority to do the
following:

          To execute and deliver any Schedule 13D, Schedule 13G or Forms 3,
          4 and 5 or any amendments thereto required to be filed with the
          Securities and Exchange Commission under the Securities Exchange
          Act of 1934 on behalf of the Corporation with regard to any
          securities owned by the Corporation, General Electric Capital
          Corporation or any of their subsidiaries.

          And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents and other agreements and to take such
further action as may be necessary or convenient for the Corporation in
order to more effectively carry out the intent and purpose of the
foregoing.

          Agreements, commitments, documents, instruments, and other
writings executed by the Attorney in accordance with the terms hereof shall
be binding upon the Corporation without attestation and without affixation
of the seal of the Corporation. The Power of Attorney conferred hereby
shall not be delegable by any Attorney. The Attorney shall serve without
compensation for acting in the capacity of agent and attorney-in-fact
hereunder.

          Unless sooner revoked by the Corporation, this Power of Attorney
shall be governed under the laws of the State of New York and the authority
of the Attorney hereunder shall terminate on March 31, 2000.

          IN WITNESS WHEREOF, the Corporation has caused this Power of
Attorney to be executed, attested and its corporate seal to be affixed
pursuant to authority granted by the Corporation's board of directors, as
of the 30th day of April, 1998.

                              General Electric Capital Services, Inc.



(Corporate Seal)              By: /s/ Nancy E. Barton
                                 -----------------------------------------
                                   Nancy E. Barton, Senior Vice President

Attest: Brian T. McAnaney



/s/ Brian T. McAnaney
- --------------------------------------
Brian T. McAnaney, Assistant Secretary


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