-----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, IFLp09+BGTrvDNqKbbYSIc0MDKpXXTm3Kgf5IRhSKsV/8YKU3Ge+y/GLMUfrnBVa yiSv0HWdjR9cHgipRYADDA== 0000899140-01-500242.txt : 20010823 0000899140-01-500242.hdr.sgml : 20010823 ACCESSION NUMBER: 0000899140-01-500242 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010822 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOMESERVICES COM INC CENTRAL INDEX KEY: 0001090445 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 411945806 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57163 FILM NUMBER: 1721480 BUSINESS ADDRESS: STREET 1: 6800 FRANCE AVENUE SOUTH STREET 2: SUITE 600 CITY: EDINA STATE: MN ZIP: 55435 BUSINESS PHONE: 6129285900 MAIL ADDRESS: STREET 1: 6800 FRANCE AVENUE SOUTH STREET 2: SUITE 600 CITY: EDINA STATE: MN ZIP: 55435 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MIDAMERICAN ENERGY HOLDINGS CO /NEW/ CENTRAL INDEX KEY: 0001081316 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC, GAS & SANITARY SERVICES [4900] IRS NUMBER: 942213782 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 666 GRAND AVE STREET 2: PO BOX 657 CITY: DES MOINES STATE: IA ZIP: 50309 BUSINESS PHONE: 5152424300 MAIL ADDRESS: STREET 1: 666 GRAND AVE STREET 2: PO BOX 657 CITY: DES MOINES STATE: IA ZIP: 50309 FORMER COMPANY: FORMER CONFORMED NAME: MID AMERICAN ENERGY HOLDINGS CO /NEW/ DATE OF NAME CHANGE: 19990308 SC 13D/A 1 mid936100b.txt AMENDMENT NO. 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) HomeServices.Com Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 437606106 (CUSIP Number) Douglas L. Anderson, Esq. Senior Vice President, General Counsel MidAmerican Energy Holdings Company 302 South 36th Street, Suite 400 Omaha, Nebraska 68131 (402) 231-1642 (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 August 22, 2001 (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 13 d-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 6 Pages SCHEDULE 13D - ------------------- ----------------- CUSIP No. 437606106 Page 2 of 6 Pages - ------------------- ----------------- - ------------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MidAmerican Energy Holdings Company I.D. #94-2213782 - ------------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------- ------------------------------------------------------------------ 3 SEC USE ONLY - ------------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS* WC - ------------- ----------------------------------===----------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Iowa, USA - ------------------------------- ---------------- ------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 7,279,100 BENEFICIALLY ---------------- ------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING ---------------- ------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 7,279,100 ---------------- ------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,279,100 - ------------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 83.4% - ------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* HC - ------------- ------------------------------------------------------------------ *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. SCHEDULE 13D Page 2 of 6 Pages This Amendment No. 2 to Schedule 13D with respect to HomeServices.Com Inc. (the "Issuer") is being filed by MidAmerican Energy Holdings Company, an Iowa corporation (the "Reporting Person"), to amend the Schedule 13D (the "Original Schedule 13D") originally filed by the Reporting Person on April 18, 2000, as amended by Amendment No. 1 to Schedule 13D ("Amendment No. 1" and together with the Original Schedule 13D, the "Schedule 13D") filed by the Reporting Person on October 18, 2000. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Schedule 13D. Item. 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby replaced in its entirety by the following new Item 4: On August 22, 2001, the Reporting Person issued a press release announcing that it had advised the Board of Directors of the Issuer that it intends to commence a tender offer (the "Offer") on or about August 27, 2001, pursuant to which it will offer to purchase for cash any and all of the outstanding shares of Common Stock of the Issuer not currently owned by the Reporting Person at a purchase price of $17.00 per share. The Reporting Person beneficially owns 83.4% of the outstanding Common Stock. The Offer will be conditioned on, among other things, there having been validly tendered and not withdrawn prior to the expiration date of the Offer at least that number of shares of Common Stock (1) that would, when aggregated with the shares of Common Stock owned by the Reporting Person, represent at least 90% of all Common Stock then outstanding and (2) that represent at least a majority of the total number of shares of Common Stock outstanding on such date that are not held by the Reporting Person, its affiliates and the directors and executive officers of the Issuer. Promptly following the completion of the Offer, the Reporting Person expects to cause a "short form" merger in which it would acquire at $17.00 per share any Common Stock not acquired in the Offer. The Reporting Person anticipates that, upon consummation of the Offer and the merger, the Common Stock will be delisted from trading on the Nasdaq National Market and deregistered with the Securities and Exchange Commission. Other than changes in the capitalization, corporate structure and/or governing documents resulting from a transaction of the type described above, the Reporting Person has no present plans or proposals with respect to any other action referred to in instructions (a) through (j) of Item 4 of the form of Schedule 13D. Schedule I. Executive Officers and Directors of the Reporting Person Schedule I to the Schedule 13D is hereby replaced in its entirety by the following: Page 3 of 6 Pages Schedule I Executive Officers of the Reporting Person - -------------------------------------------------------------------------------- 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. Douglas L. Anderson Senior Vice President, General Counsel and Secretary Patrick J. Goodman Senior Vice President and Chief Financial Officer. Keith D. Hartje Senior Vice President and Chief Administrative Officer. Ronald W. Stepien President, MidAmerican Energy Company P. Eric Connor President and Chief Operating Officer, Northern Electric plc Page 4 of 6 Pages Directors of the Reporting Person - --------------------------------------------------------------------------------------------------------------
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 c/o the Reporting Person the Reporting Person. Edgar D. Aronson Director. President of EDACO, Inc., a private venture c/o EDACO, Inc. capital company, with its principal business address 551 Fifth Avenue, Suite 512 at 551 Fifth Avenue, Suite 512, New York, New York New York, New York, 10176 10176. John K. Boyer Director. Partner with the law firm Fraser, Stryker, c/o Fraser, Stryker, Meusey, Meusey, Olson, Boyer & Block, P.C., with its principal Olson, 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 c/o the Reporting Person Officer of MidAmerican Energy Company. Warren E. Buffett 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 c/o the Reporting Person the 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.
Page 5 of 6 Pages SIGNATURE 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 as of the 22nd day of August 2001. MIDAMERICAN ENERGY HOLDINGS COMPANY By: /s/ Paul J. Leighton -------------------------------- Name: Paul J. Leighton Title: Vice President, Corporate Law, Assistant General Counsel and Assistant Secretary Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----