================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE TO/A (RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 2)
----------------
HOMESERVICES.COM INC.
(Name of Subject Company (Issuer))
----------------
HMSV ACQUISITION CORP.
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
437606106
(CUSIP Number of Class of Securities)
----------------
Douglas L. Anderson
302 South 36th Street
Suite 400
Omaha, Nebraska 68131
Telephone: (402) 231-1642
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Person)
COPY TO:
Peter J. Hanlon
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
Telephone: (212) 728-8000
CALCULATION OF FILING FEE
================================================================================
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
--------------------------------------------------------------------------------
$24,545,314 $4,909.06
================================================================================
* Estimated for purposes of calculating the filing fee only. This calculation
assumes the purchase of all outstanding shares of Common Stock, par value
$.01 per share, of HomeServices.Com Inc. (the "Shares"), not already owned
by the filing persons at a price per Share of $17.00 in cash. As of July
31, 2001, there were 8,722,942 shares outstanding. The amount of the filing
fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act
of 1934, as amended, equals 1/50th of one percent of the value of the
transaction.
** Filing fee previously paid in connection with the Schedule TO filed on
August 27, 2001.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: NOT APPLICABLE
FORM OR REGISTRATION NO.: NOT APPLICABLE
FILING PARTY: NOT APPLICABLE
DATE FILED: NOT APPLICABLE
[ ] Check the box if any part of the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement refers:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[X] going private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
This Amendment No. 2 to Schedule TO, filed August 27, 2001, relates to
the tender offer by HMSV Acquisition Corp. ("Purchaser"), a Delaware corporation
and a wholly owned subsidiary of MidAmerican Energy Holdings Company, an Iowa
corporation ("MEHC"), to purchase all of the outstanding shares of common stock,
par value $.01 per share, of Homeservices.Com Inc., a Delaware corporation, at a
purchase price of $17.00 per share, net to the seller in cash, without interest
thereon, upon the terms and conditions set forth in the Offer to Purchase, dated
August 27, 2001, and in the related Letter of Transmittal.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to add the following
exhibit:
(a)(8) Text of press release issued by Purchaser announcing the
expiration of the Offer, dated September 25, 2001.
After due 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.
MIDAMERICAN ENERGY HOLDINGS
COMPANY
By: /s/ David L. Sokol
----------------------------------
Name: David L. Sokol
Title: Chairman of the Board and
Chief Executive Officer
HMSV ACQUISITION CORP.
By: /s/ David L. Sokol
--------------------------------------------
Name: David L. Sokol
Title: Chief Executive Officer and President
Date: September 25, 2001
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTIOM
----------- -----------
(a)(8) Text of press release issued by Purchaser announcing the
expiration of the Offer, dated September 25, 2001.