SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
HomeServices.Com Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
43706-10-6
(CUSIP Number)
John A. Rasmussen Jr., Esq.
Senior Vice President, General Counsel
MidAmerican Energy Holdings Company
666 Grand Avenue
Des Moines, Iowa 50309
(515) 242-4300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With copy to:
Peter J. Hanlon, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
October 12, 2000
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 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 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).
(continued on following pages)
Page 1 of 7 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 43706-10-6 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MidAmerican Energy Holdings Company I.D. #94-2213782
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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*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa, USA
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7 SOLE VOTING POWER
7,279,100
NUMBER OF
SHARES --------- ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON --------- ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
7,279,100
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,279,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.4%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 7 Pages
<PAGE>
Item 1. Security and Issuer.
This amendment to Schedule 13D relates to the Common Stock,
$.01 par value per share ("Common Stock"), of HomeServices.Com Inc., a Delaware
corporation (the "Issuer"). The address of the principal executive offices of
the Issuer is 6800 France Avenue South, Suite 600, Edina, Minnesota 55435.
Item 2. Identity and Background.
(a) This amendment to Schedule 13D is being filed on behalf of
MidAmerican Energy Holdings Company, an Iowa corporation (the "Reporting
Person"), as a result of the purchase of 1,700,000 shares of Common Stock by the
Issuer. The Reporting Person is the Issuer's largest shareholder and holds a
controlling interest in the Issuer. The names of the directors and executive
officers of the Reporting Person are set forth in Schedule I attached hereto,
and incorporated by reference herein. In addition to being a director of the
Reporting Person, Walter Scott, Jr. may also be deemed to hold a controlling
interest in the Reporting Person. Mr. Scott directly owns approximately 11.4% of
the outstanding equity interests and approximately 53.9% of the outstanding
voting interests in the Reporting Person. Furthermore, Mr. Scott, together with
his family, owns approximately 18.2% of the outstanding equity interests and
approximately 86.2% of the outstanding voting interests in the Reporting Person
through the following: (i) Mr. Scott's direct holdings; (ii) direct holdings of
Mr. Scott's children; (iii) trusts for the benefit of Mr. Scott's children; and
(iv) a corporation controlled by the Scott family.
(b) The address of the principal executive offices of the
Reporting Person is 666 Grand Avenue, Des Moines, Iowa 50309. Unless otherwise
indicated on Schedule I, the business address of all directors and executive
officers of the Reporting person is c/o MidAmerican Energy Holdings Company, 666
Grand Avenue, Des Moines, Iowa 50309.
(c) The principal business of the Reporting Person is the
generation, distribution and supply of electricity, as well as the distribution
and supply of gas, through subsidiaries, to utilities, government entities,
retail customers and other customers located throughout the world. The principal
occupation or employment of the controlling person, Walter Scott, Jr., and of
the directors and executive officers of the Reporting Person, as well as the
principal business and address of any corporation or organization, other than
the Reporting Person, in which such employment is conducted, is set forth in
Schedule I.
(d) The Reporting Person, nor to the best of its knowledge,
any entity or person with respect to whom information is provided in response to
this Item has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person, nor to the best of its knowledge,
any entity or person with respect to whom information is provided in response to
this Item has, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Page 3 of 7 Pages
<PAGE>
(f) Messrs. Abel and McArthur are citizens of Canada. All
other individuals with respect to whom information is provided in response to
this Item are citizens of the United States of America.
Item 3. Sources and Amounts of Funds or Other Consideration
The Reporting Person has been advised by the Issuer that the
source of funds for the October 12, 2000 purchase of 1,700,000 shares of Common
Stock by the Issuer was cash on hand. The Reporting Person has been further
advised by the Issuer that the amount of the purchase was $17,850,000, based
upon a purchase price of $10.50 per share, and that the seller was U.S. Bancorp
Piper Jaffray Inc.
Item 4. Purpose of Transaction.
This amendment is being filed to report an increase in the
percentage of Common Stock shares beneficially owned by the Reporting Person.
The Common Stock shares beneficially owned by the Reporting Person were acquired
for investment purposes. The Reporting Person has no current plans to make any
additional purchases, directly or indirectly, of Common Stock.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 7,279,100 shares of
Common Stock, which represents 83.4% of the total shares of Common Stock
outstanding. For this purpose, the number of outstanding shares is assumed to be
8,722,942 shares based on the 10,422,942 shares reported as outstanding as of
August 10, 2000, in the Issuer's 10-Q filed on August 10, 2000, less the
1,700,000 shares repurchased by the Issuer on October 12, 2000.
(b) The Reporting Person has the sole power to vote, or direct
the vote, and to direct the disposition of 7,279,100 shares of Common Stock.
(c) On October, 12, 2000, the Issuer purchased 1,700,000
shares of Common Stock from U.S. Bancorp Piper Jaffray
Inc.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Person is the Issuer's largest shareholder.
Item 7. Material to be Filed as Exhibits.
Not applicable
Page 4 of 7 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct as of the day of October 2000.
MIDAMERICAN ENERGY HOLDINGS COMPANY
By: /s/ Paul J. Leighton
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Name: Paul J. Leighton
Title: Vice President Corporate
Law, Assistant General
Counsel and Assistant
Secretary
Page 5 of 7 Pages
<PAGE>
*NOTE: Schedule I to be updated by MEHC
Schedule I
Executive Officers of the Reporting Person
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Name Position with the Reporting Person/Principal Occupation
---- -------------------------------------------------------
David L. Sokol Chairman of the Board and Chief Executive Officer.
Gregory E. Abel President and Chief Operating Officer.
Patrick J. Goodman Senior Vice President and Chief Financial Officer.
Steven A. McArthur Senior Vice President, Mergers and Acquisitions and
Secretary.
John A. Rasmussen Jr. Senior Vice President and General Counsel.
Keith D. Hartje Senior Vice President and Chief Administrative Officer.
Douglas L. Anderson Vice President, Assistant General Counsel and General
Counsel, CalEnergy Generation.
James A. Flores Vice President, Project Finance.
Adrian M. Foley III Vice President, Marketing.
Brian K. Hankel Vice President and Treasurer.
Paul J. Leighton Vice President Corporate Law, Assistant General Counsel
and Assistant Secretary.
Joseph M. Lillo Vice President and Controller.
James J. Sellner Director of Taxation, Corporate.
Russell H. White Assistant Vice President, General Services.
Cathy S. Woollums Vice President, Environmental.
Page 6 of 7 Pages
<PAGE>
Directors of the Reporting Person
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<TABLE>
<CAPTION>
<S>
<C> <C> <C>
Name Principal Occupation/Employer Business Address
---- ----------------------------- ----------------
David L. Sokol Chairman of the Board of Directors. Chief Executive c/o the Reporting Person
Officer of the Reporting Person.
Gregory E. Abel Director. President and Chief Operating Officer of the c/o the Reporting Person
Reporting Person.
Edgar D. Aronson Director. President of EDACO, Inc., a private venture c/o EDACO, Inc.
capital company, with its principal business address at 551 Fifth Avenue, Suite 512
551 Fifth Avenue, Suite 512, New York, New York, 10176. New York, New York, 10176.
John K. Boyer Director. Partner with the law firm Fraser, Stryker, c/o Fraser, Stryker, Meusey, Olson,
Meusey, Olson, Boyer & Block, P.C., with its principal Boyer & Block, P.C.
business address at 500 Energy Plaza, 409 South 17th 500 Energy Plaza
Street, Omaha, Nebraska 68102. 409 South 17th Street
Omaha, Nebraska 68102
Stanley J. Bright Director. Retired Chairman and Chief Executive Officer c/o the Reporting Person
of MidAmerican Energy Company.
Warren E. Buffet Director. Chairman and Chief Executive Officer of c/o Berkshire Hathaway Inc.
Berkshire Hathaway Inc., a holding company with 1440 Kiewit Plaza
subsidiaries engaged in a number of diverse business Omaha, Nebraska 68131
activities, the most important of which is the property
and casualty insurance and reinsurance business. The
principal business address of Berkshire Hathaway Inc. is
1440 Kiewit Plaza, Omaha, Nebraska 68131.
Marc D. Hamburg Director. Vice President, Chief Financial Officer and c/o Berkshire Hathaway Inc.
Treasurer of Berkshire Hathaway Inc. 1440 Kiewit Plaza
Omaha, Nebraska 68131
Richard R. Jaros Director. Private Investor and former President of the c/o the Reporting Person
Reporting Person and Level 3 Communications.
Walter Scott, Jr. Director. Chairman of Level 3 Communications Inc., a 1000 Kiewit Plaza
communications and information services company, with Omaha, Nebraska 68131
its principal business address at 1025 Eldorado Blvd.,
Broomfield, Colorado 80021.
W. David Scott Director. President and Chief Executive Officer of c/o Magnum Resources, Inc.
Magnum Resources, Inc., a real estate investment 800 Blackstone Center
company, with its principal business address at 800 302 South 36th Street
Blackstone Center, 302 South 36th Street, Omaha, Omaha, Nebraska, 68131
Nebraska, 68131.
</TABLE>
Page 7 of 7 Pages
<PAGE>
MidAmerican Energy Holdings Company
VIA EDGAR
October 18, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Amended Report of Beneficial Ownership of Five Percent or More of
a Class of Equity Securities of HomeServices.Com Inc. on Schedule
13D/A
Ladies and Gentlemen:
Pursuant to Regulation S-T, MidAmerican Energy Holdings Company, an Iowa
corporation (the "Reporting Person"), electronically files herewith via EDGAR
its amended report on Schedule 13D/A reflecting that it beneficially owns more
than 5% of a class of equity securities (the "Common Stock") of HomeServices.Com
Inc (the "Issuer"). The enclosed amendment of the Reporting Person's original
Schedule 13D filed on April 18, 2000 relates to an increase in the number of
shares of Common Stock beneficially owned by the Reporting Person as a result of
the Issuer's purchase of 1,700,000 shares of Common Stock on October 12, 2000.
By copy of this letter, a copy of the enclosed Schedule 13D/A has also been
furnished to each of the Issuer and the Nasdaq National Market, the principal
exchange upon which this issue is traded, as required by Rule 13d-7 under the
Exchange Act.
If you have any questions regarding the enclosed Schedule, please feel free to
contact me at (515) 242-4099.
Sincerely,
/s/ Paul J. Leighton
Paul J. Leighton
Enclosure
cc: HomeServices.Com Inc.
Nasdaq National Market
John A. Rasmussen Jr., Esq.
Steven A. McArthur, Esq.
