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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 27, 2000
HOMESTORE.COM, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 000-26659 95-4438337
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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225 West Hillcrest Drive
Thousand Oaks, California 91360
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (805) 557-2300
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On October 27, 2000, Homestore.com, Inc. ("Homestore") announced that it
had entered into a definitive agreement under which Homestore will acquire
Move.com, the Internet real estate portal of Cendant Corporation ("Cendant") and
Welcome Wagon, Cendant's direct marketing program that introduces participating
neighborhood retailers and their services to new homeowners. Under the
definitive agreement, two wholly-owned subsidiaries of Homestore will each merge
with and into Move.com and Welcome Wagon, with Move.com and Welcome Wagon to
survive the merger and become wholly-owned subsidiaries of Homestore (the
"Merger"). Homestore will issue approximately 26.3 million shares of its common
stock in the Merger, including shares to be subject to assumed options. Based
on Homestore's closing stock price of $28.953 on October 26, 2000, the current
value of the shares issuable in the transaction is approximately $761 million.
The transaction, which is expected to close at the end of 2000 or in the
first quarter of 2001, will be structured to qualify as a tax-free
reorganization and will be accounted for as a purchase for financial accounting
purposes. Upon completion of the Merger, Cendant will be entitled to name one
director to Homestore's board, which currently has six members and which will be
increased to seven members.
The completion of the transaction is subject to a number of conditions,
including Homestore stockholder approval, regulatory approval and other
customary conditions.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press release issued by Homestore.com, Inc. on October 27, 2000
announcing the definitive agreement to acquire Move.com and Welcome
Wagon.
99.2 Script for conference call held on October 27, 2000.
Item 9. Regulation FD Disclosure
The script relating to a conference call by Homestore held on October 27,
2000 is attached to this Form 8-K as Exhibit 99.2 and is hereby incorporated by
reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HOMESTORE.COM, INC.
Date: October 27, 2000 By: /s/ JOHN M. GIESECKE, JR.
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John M. Giesecke, Jr.
Chief Financial Officer, Executive Vice
President and Secretary
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EXHIBIT INDEX
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99.1 Press release issued by Homestore.com, Inc. on October 27, 2000
announcing the definitive agreement to acquire Move.com and Welcome
Wagon.
99.2 Script for conference call held on October 27, 2000.
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