SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
Homestore.com, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
437852 10 6
(CUSIP Number)
January 11, 2001
(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)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 437852 10 6 13G Page 2 of 7 Pages
1. NAMES OF REPORTING PERSONS AOL Time Warner Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
13-4099534
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
4,635,545
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
0
PERSON 8. SHARED DISPOSITIVE POWER
WITH 4,635,545
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,635,545
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*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-2-
CUSIP No. 437852 10 6 13G Page 3 of 7 Pages
1. NAMES OF REPORTING PERSONS America Online, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
54-1322110
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
4,635,545
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
0
PERSON 8. SHARED DISPOSITIVE POWER
WITH 4,635,545
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,635,545
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
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-3-
CUSIP No. 437852 10 6 13G Page 4 of 7 Pages
Item 1(a). Name of Issuer:
Homestore.com, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
225 West Hillcrest Drive
Suite 100
Thousand Oaks, CA 91360
Item 2(a). Name of Person Filing:
AOL Time Warner Inc. and America Online, Inc.
Item 2(b). Address of Principal Business Office or, if None, Residence:
75 Rockefeller Plaza
New York, NY 10019
Item 2(c). Citizenship:
AOL Time Warner Inc. and America Online, Inc. were organized
and exist under the laws of the State of Delaware
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e). CUSIP Number:
437852 10 6
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
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
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CUSIP No. 437852 10 6 13G Page 5 of 7 Pages
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box.
[X]
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 4,635,545*
(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 4,635,545
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition
of 4,635,545
Instruction. For computations regarding securities which represent a
right to acquire an underlying security, see Rule 13d-3(d)(1).
___________
*The Reporting Persons beneficially own 4,635,545 shares of Common Stock of
the Issuer, representing 4,615,384 shares of Common Stock and 20,161 shares
issuable upon the exercise of presently exercisable warrants, or warrants
exercisable within 60 days.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[ ].
Instruction. Dissolution of a group requires a response to this item.
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CUSIP No. 437852 10 6 13G Page 6 of 7 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Except as otherwise disclosed in periodic public filings with the
Securities and Exchange Commission, no other person is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
America Online, Inc. (a wholly owned subsidiary of AOL Time Warner
Inc.) - CO- 4,635,545 shares.
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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CUSIP No. 437852 10 6 13G Page 7 of 7 Pages
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.
Date: January 22, 2001
AOL Time Warner Inc.
/s/ J. Michael Kelly
-------------------------
(Signature)
J. Michael Kelly, Executive Vice
President and Chief Financial
Officer
-------------------------
(Name/Title)
America Online, Inc.
/s/ Randall Boe
-------------------------
(Signature)
Randall Boe, Senior Vice President,
General Counsel and Secretary
-------------------------
(Name/Title)
-7-
CUSIP No. 437852 10 6 13G
Exhibit 1
JOINT FILING AGREEMENT
AOL Time Warner Inc., a Delaware corporation and America Online,
Inc., a Delaware corporation, each hereby agrees, in accordance with Rule
13d-1(k) under the Securities Exchange Act of 1934, that the Schedule 13G
filed herewith, and any amendments thereto, relating to the shares of common
stock, par value $0.01, of Homestore.com, Inc. is, and will be, jointly filed
on behalf of each such person and further agree that this Joint Filing
Agreement be included as an Exhibit to such joint filings. In evidence
thereof, the undersigned hereby execute this Agreement as of the date set
forth below.
Dated: January 22, 2001
AOL TIME WARNER INC.
By: /s/ J. Michael Kelly
-------------------------
Name: J. Michael Kelly
Title: Executive Vice President and
Chief Financial Officer
AMERICA ONLINE, INC.
By: /s/ Randall Boe
-------------------------
Name: Randall Boe
Title: Senior Vice President,
General Counsel and
Secretary