-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FguKMBqo8AmG+nIa02gLY3Zg+Y7BWkOgY/HZ6s9vkpSbh/b1dNXqbFqPS6CQa7uS NdBBbLX6dtnilhutDcvCFQ== 0000921530-06-000029.txt : 20060118 0000921530-06-000029.hdr.sgml : 20060118 20060118114929 ACCESSION NUMBER: 0000921530-06-000029 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060118 DATE AS OF CHANGE: 20060118 GROUP MEMBERS: TCS CAPITAL GP, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEMLER ERIC CENTRAL INDEX KEY: 0001162095 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O PALI CAPITAL STREET 2: 350 PARK AVE 4TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 650 9811 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOMESTORE INC CENTRAL INDEX KEY: 0001085770 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 954438337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58289 FILM NUMBER: 06534815 BUSINESS ADDRESS: STREET 1: 30700 RUSSELL RANCH RD CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 BUSINESS PHONE: 805-557-2300 MAIL ADDRESS: STREET 1: 30700 RUSSELL RANCH RD CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 FORMER COMPANY: FORMER CONFORMED NAME: HOMESTORE COM INC DATE OF NAME CHANGE: 19990505 SC 13G/A 1 homestore_13ga-011806.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* HOMESTORE, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 437852106 (CUSIP Number) January 1, 2006 (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) *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 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 9 Pages SCHEDULE 13G CUSIP No. 437852106 Page 2 of 9 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) TCS CAPITAL GP, LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 9,185,213 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 9,185,213 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 9,185,213 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 6.2% 12 Type of Reporting Person (See Instructions) OO SCHEDULE 13G CUSIP No. 437852106 Page 3 of 9 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) ERIC SEMLER 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 9,225,213 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 9,225,213 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 9,225,213 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 6.2% 12 Type of Reporting Person (See Instructions) HC SCHEDULE 13G CUSIP No. 437852106 Page 4 of 9 Pages Item 1(a) Name of Issuer: Homestore, Inc. (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 30700 Russell Ranch Road, Westlake Village, California 91362 Item 2(a) Name of Person Filing: The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) TCS Capital GP, LLC ("TCS Capital GP"); and ii) Eric Semler ("Mr. Semler"). This Statement relates to Shares (as defined herein) held for the accounts of TCS Capital Investments, LP, a Cayman Islands exempted limited partnership ("TCS Capital Investments"), TCS Capital, LP, a Delaware limited partnership ("TCS Capital"), TCS Capital II, LP, a Delaware limited partnership ("TCS Capital II"), and TCS Select, LP, a Delaware limited partnership ("TCS Select"). TCS Capital GP is the general partner of each of TCS Capital Investments, TCS Capital and TCS Capital II. TCS Select GP, LLC, a Delaware limited liability company, is the general partner of TCS Select. In his capacity as the managing member of each of TCS Capital GP and TCS Select GP, LLC, Mr. Semler may be deemed to have investment discretion over, and may be deemed to be the beneficial owner of, securities held for the accounts of TCS Capital Investments, TCS Capital, TCS Capital II and TCS Select. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of the Reporting Persons is 888 Seventh Avenue, Suite 1504, New York, NY 10019. Item 2(c) Citizenship: 1) TCS Capital GP is a Delaware limited liability company; and 2) Mr. Eric Semler is a citizen of the United States. Item 2(d) Title of Class of Securities: Class A Common Stock, $0.001 par value per share (the "Shares"). Item 2(e) CUSIP Number: 437852106 SCHEDULE 13G CUSIP No. 437852106 Page 5 of 9 Pages Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: i) As of January 6, 2006, TCS Capital, GP may be deemed to be the beneficial owner of 9,185,213 Shares. This number consists of (A) 5,646,259 Shares held for the account of TCS Capital Investments, (B) 484,402 Shares held for the account of TCS Capital, and (C) 3,054,552 Shares held for the account of TCS Capital II. ii) As of January 6, 2006, Mr. Semler may be deemed to be the beneficial owner of 9,225,213 Shares. This number consists of (A) 5,646,259 Shares held for the account of TCS Capital Investments, (B) 484,402 Shares held for the account of TCS Capital, (C) 3,054,552 Shares held for the account of TCS Capital II, and (D) 40,000 Shares held for the account of TCS Select. Item 4(b) Percent of Class: i) The number of Shares TCS Capital GP may be deemed to beneficially own constitutes approximately 6.2% of the total number of Shares outstanding. (Based upon information provided by the Issuer in its most recently-filed quarterly report on Form 10-Q, the number of Shares outstanding was 148,259,470 as of October 31, 2005.) ii) The number of Shares Mr. Semler may be deemed to beneficially own constitutes approximately 6.2% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: TCS Capital GP (i) Sole power to vote or direct the vote 9,185,213 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 9,185,213 (iv) Shared power to dispose or to direct the disposition of 0 Mr. Semler (i) Sole power to vote or direct the vote 9,225,213 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 9,225,213 (iv) Shared power to dispose or to direct the disposition of 0 SCHEDULE 13G CUSIP No. 437852106 Page 6 of 9 Pages Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: This Item 6 is not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each of the Reporting Persons certifies that, to the best of such person's 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. SCHEDULE 13G CUSIP No. 437852106 Page 7 of 9 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: January 18, 2006 TCS CAPITAL GP, LLC By: /s/ Eric Semler ---------------------------------------- Name: Eric Semler Title: Managing Member Date: January 18, 2006 ERIC SEMLER By: /s/ Eric Semler ---------------------------------------- SCHEDULE 13G CUSIP No. 437852106 Page 8 of 9 Pages EXHIBIT INDEX Page No. A. Joint Filing Agreement, dated as of January 18, 2006, by and between Mr. Eric Semler and TCS Capital GP, LLC. 9 SCHEDULE 13G CUSIP No. 437852106 Page 9 of 9 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock of Homestore, Inc., dated as of January 18, 2006, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: January 18, 2006 TCS CAPITAL GP, LLC By: /s/ Eric Semler ---------------------------------------- Name: Eric Semler Title: Managing Member Date: January 18, 2006 ERIC SEMLER By: /s/ Eric Semler ---------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----