SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Information to Be Included in Statements Filed Pursuant to Rule 13d-1(a)
LENDINGTREE, INC.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
526020 10 5
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(CUSIP Number)
David Ellen, Esq.
USA Interactive
152 West 57th Street
New York, NY 10019
(212) 314-7300
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(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications)
May 5, 2003
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(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(b)(3) or (4), 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 13d-7 for
other parties to whom copies are to be sent.
Check the following box if a fee is being paid with this statement |_|.
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 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. Identification Nos. of Above Persons (entities
only).
USA Interactive
59-2712887
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
0
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
9,280,380(*)
OWNED BY
----------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,280,380(*)
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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)
31.5%(**)
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14 TYPE OF REPORTING PERSON
CO
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(*) As to limited matters described in this Schedule 13D. An aggregate of
4,200,000 shares of Series A 8% Convertible Preferred Stock, par value
$0.01 per share ("LendingTree Preferred Stock"), of LendingTree, Inc.
("LendingTree") is subject to the Voting Agreements described herein. As of
May 5, 2003, as represented by LendingTree in the Merger Agreement
described in Item 4 of this Schedule 13D, each share of LendingTree
Preferred Stock was convertible into 1.092259732 shares of LendingTree's
common stock, $0.01 par value per share ("LendingTree Common Stock"). The
share amounts have been adjusted pursuant to such rate of conversion. See
Item 5 below.
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(**) Calculated based on 29,460,196 shares of LendingTree Common Stock
outstanding as of April 30, 2003, as represented by LendingTree in the
Merger Agreement and giving effect to the conversion of all
outstanding shares of LendingTree Preferred Stock because the shares of
LendingTree Common Stock and LendingTree Preferred Stock vote together as a
class on all matters including the matters that are the subject of the
Voting Agreements. See Item 5 below.
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. Identification Nos. of Above Persons (entities
only).
Barry Diller
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
0
SHARES
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
9,280,380 (*)
OWNED BY
----------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON
IN
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(*) As to limited matters described in this Schedule 13D. An aggregate of
4,200,000 shares of LendingTree Preferred Stock is subject to the Voting
Agreements described herein. As of May 5, 2003, as represented by
LendingTree in the Merger Agreement described in Item 4 of this Schedule
13D, each share of LendingTree Preferred Stock was convertible into
1.092259732 shares of LendingTree Common Stock. The share amounts have been
adjusted pursuant to such rate of conversion. See Item 5 below.
(**) Mr. Diller disclaims beneficial ownership of any shares of LendingTree
Common Stock that may be deemed to be beneficially owned by USA.
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Item 1. Security and Issuer.
-------------------
This statement on Schedule 13D (the "Schedule 13D") relates to shares
of common stock, $0.01 par value per share ("LendingTree Common Stock"),
of LendingTree, Inc., a Delaware corporation ("LendingTree"). The principal
executive offices of LendingTree are located at 11115 Rushmore Drive, Charlotte,
North Carolina 28277.
Item 2. Identity and Background.
-----------------------
This statement is filed by USA Interactive ("USA") and Barry Diller,
the Chairman and Chief Executive Officer of USA.
USA and its subsidiaries, via the Internet, the television, and the
telephone, engage in the worldwide business of interactivity across electronic
retailing, travel services, ticketing services, personals services, local
information services, and teleservices. The principal executive offices of USA
are located at 152 West 57th Street, New York, NY 10019. USA disclaims
beneficial ownership of any shares of LendingTree Common Stock.
Mr. Diller, Universal Studios, Liberty Media, and Vivendi Universal,
S.A. are parties to a stockholders agreement (the "USA Stockholders Agreement")
relating to USA. Mr. Diller's business address is, c/o USA at 152 West 57th
Street, New York, New York 10019. Through his own holdings and the USA
Stockholders Agreement, Mr. Diller has the right, directly or indirectly, to
control 68.1 % of the outstanding total voting power of USA. As a result, except
with regard to certain specified matters, Mr. Diller generally has the ability
to control the outcome of all matters submitted to a vote of USA's stockholders.
Mr. Diller disclaims beneficial ownership of any shares of LendingTree Common
Stock that may be deemed to be beneficially owned by USA.
Annex A attached to this Schedule 13D contains the following
information concerning each director, executive officer and controlling person
of USA: (a) the name and residence or business address; (b) the principal
occupation or employment and (c) the name, principal business and address of any
corporation or other organization in which such employment is conducted. Annex A
is incorporated herein by reference. To the knowledge of USA, each of the
persons named on Annex A (the "Annex A Persons") is a United States citizen,
other than Mr. Fourtou, who is a citizen of France. During the last five years,
neither USA nor any of the Annex A Persons (to the knowledge of USA) has been
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, is or was 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.
Item 3. Source and Amount of Funds or Other Consideration.
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No shares of LendingTree Common Stock will be purchased pursuant to the
Voting Agreements. USA may be deemed to have obtained beneficial ownership of
LendingTree Common Stock pursuant to the Voting Agreements described below based
on USA's voting power with respect to the covered shares. Mr. Diller does not
own, and to USA's and Mr.
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Diller's knowledge, no other person listed in Annex A has an ownership interest
in LendingTree.
On May 5, 2003, USA entered into a separate voting agreement (each, a
"Voting Agreement" and collectively, the "Voting Agreements") with each of, (a)
Douglas R. Ledba, Tara G. Ledba and the Douglas R. Ledba Grantor Annuity Trust,
a North Carolina trust (collectively, the "Ledba Stockholders"); (b) Fidelity
National Title Company, a California corporation, Chicago Title Insurance
Company, a Missouri corporation, Chicago Title Insurance Company of Oregon, an
Oregon corporation, and Fidelity National Title Insurance Company, a California
corporation (collectively, the "Fidelity Stockholders"); and (c) Specialty
Finance Partners, a Bermuda general partnership, and Capital Z Management, LLC,
a Delaware limited liability company (together with the Ledba Stockholders and
the Fidelity Stockholders, the "Stockholders"). The Stockholders entered into
the Voting Agreements as an inducement for USA to enter into the Merger
Agreement discussed in Item 4 and in consideration thereof. USA has not paid
additional consideration to the Stockholders or LendingTree in connection with
the execution and delivery of the Voting Agreements.
Item 4. Purpose of the Transaction.
--------------------------
(a)-(j) On May 5, 2003, USA entered into an Agreement and Plan of
Merger (the "Merger Agreement") by and among USA, Forest Merger Corp., a
Delaware corporation and a wholly-owned subsidiary of USA ("Merger Sub"), and
LendingTree. Pursuant to the Merger Agreement, subject to certain conditions,
Merger Sub will be merged with and into LendingTree, with LendingTree continuing
as the surviving corporation (the "Surviving Corporation") and a wholly-owned
subsidiary of USA (the "Merger"). As a result of the Merger, each issued and
outstanding share of LendingTree Common Stock will be automatically converted
into the right to receive 0.6199 shares (the "Exchange Ratio") of common stock,
par value $0.01 per share, of USA ("USA Common Stock") (such fraction of a
share, together with any cash in lieu of fractional shares to be paid,
collectively are referred to as the "Common Stock Merger Consideration") and
each issued and outstanding share of LendingTree Series A 8% Convertible
Preferred Stock, par value $0.01 per share ("LendingTree Preferred Stock"), will
be automatically converted into the right to receive the Common Stock Merger
Consideration into which such share of LendingTree Preferred Stock would
have been converted had such share of LendingTree Preferred Stock been
converted into shares of LendingTree Common Stock immediately before the
effective time (the "Effective Time") of the Merger (such consideration, the
"Preferred Stock Merger Consideration").
Each outstanding stock option granted under LendingTree employee and
director stock plans (other than the Employee Stock Purchase Plan) (each, a
"LendingTree Option"), whether vested or unvested, will be converted into an
option to purchase shares of USA Common Stock on the same terms and conditions
(including vesting) as were applicable under such LendingTree Option (each, a
"USA Option"). The number of shares of USA Common Stock subject to each such USA
Option will be the number of shares of LendingTree Common Stock subject to each
such LendingTree Option immediately prior to the Effective Time multiplied by
the Exchange Ratio, rounded, if necessary, to the nearest whole share of USA
Common Stock, and such USA
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Option will have an exercise price per share (rounded to the nearest cent) equal
to the per share exercise price specified in such LendingTree Option divided by
the Exchange Ratio.
Each warrant to purchase LendingTree securities as of the date of the
Merger Agreement (the "LendingTree Warrants") that is outstanding immediately
prior to the Effective Time will, at the Effective Time, cease to represent a
right to acquire shares of LendingTree Common Stock and will, at the Effective
Time, be assumed by USA and without further action on the part of LendingTree or
the holder thereof be converted into a warrant to purchase shares of USA Common
Stock (a "USA Warrant"), on the same terms and conditions as were applicable
under the applicable warrant agreement in effect at the Effective Time, except
that: (i) each USA Warrant will be exercisable for a number of shares of USA
Common Stock equal to the number of shares of LendingTree Common Stock subject
to each such LendingTree Warrant immediately prior to the Effective Time
multiplied by the Exchange Ratio, rounded, if necessary, to the nearest whole
share of USA Common Stock and (ii) the exercise price per share of USA Common
Stock subject to such USA Warrant will be equal to the per share exercise price
specified in such LendingTree Warrant divided by the Exchange Ratio (rounded to
the nearest cent).
USA entered into the Voting Agreements in connection with the Merger
Agreement. Pursuant to the Voting Agreements, each of the Stockholders has
agreed to be present and vote, and has granted to USA an irrevocable proxy to
vote, all of the LendingTree Common Stock and LendingTree Preferred Stock
beneficially owned by such Stockholder, together with any shares of LendingTree
Common Stock and LendingTree Preferred Stock acquired after the date of the
Voting Agreements, whether upon the exercise of options, conversion of
convertible securities or otherwise, and any other voting securities of
LendingTree that are beneficially owned by such Stockholder or over which such
Stockholder has, directly or indirectly, the right to vote (collectively, the
"Voting Shares") at any meeting of the stockholders of LendingTree, however
called, or any adjournment or postponement thereof: (a) in favor of approval of
(1) the Merger Agreement and the transactions contemplated thereby, including
the Merger, (2) the proposal to amend the Certificate of Designations,
Preferences and Rights of the LendingTree Preferred Stock described in the
Merger Agreement to be submitted to stockholders of LendingTree (including any
class vote of the holders of LendingTree Preferred Stock as a separate class as
well as the vote of holders of LendingTree voting stock voting together) and (3)
any other matter that is required to facilitate the transactions contemplated by
the Merger Agreement; and (b) against any unsolicited bona fide written offer or
proposal with respect to a potential or proposed Acquisition Transaction and
against any action or agreement that would impair the ability of LendingTree to
consummate the Merger or that would otherwise be inconsistent with, prevent,
impede or delay the consummation of the Merger and related transactions. An
"Acquisition Transaction" is any acquisition of more than 25% of the business,
properties or assets of LendingTree and its subsidiaries, or capital stock of
LendingTree or its subsidiaries representing more than 15% of the total voting
power of all of such entity's voting securities, in each case whether by merger,
purchase of assets, tender offer or otherwise, whether for cash, securities or
any other consideration or combination thereof.
In addition to the other covenants and agreements of the Stockholders
provided for in the respective Voting Agreements, from the date of execution of
the respective Voting Agreement
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until the first to occur of the Effective Time or the termination of the
respective Voting Agreement, each of the Stockholders has agreed, generally, not
to (a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or
enter into any contract, option or other arrangement or understanding with
respect to the sale, transfer, pledge, encumbrance, assignment or other
disposition of, or limitation on the voting rights of, any of the Voting Shares,
(b) grant any proxies or powers of attorney, deposit any Voting Shares into a
voting trust or enter into a voting agreement with respect to any Voting Shares,
(c) take any action that would cause any representation or warranty of
Stockholder contained in the respective Voting Agreement to become untrue or
incorrect or have the effect of preventing or disabling Stockholder from
performing its obligations under his or its respective Voting Agreement or
(d) commit or agree to take any of the foregoing actions.
Each Voting Agreement will: (a) terminate automatically on the
termination of the Merger Agreement in accordance with its terms and (b) be
deemed satisfied in full and terminated upon the consummation of the Merger,
provided, however, that the terms of foregoing paragraph will remain in effect
for the time periods described therein (and until performance of any applicable
obligations thereunder).
The foregoing summary of the Merger Agreement and the Voting Agreements
is qualified in its entirety by reference to such agreements, which are filed as
exhibits hereto and are hereby incorporated herein in their entirety.
The purpose of the Merger is for USA to acquire control of LendingTree.
Upon consummation of the Merger, LendingTree will become a controlled subsidiary
of USA, the shares of LendingTree Common Stock will cease to be freely traded or
listed, LendingTree Common Stock will be de-registered under the Securities Act
of 1933, as amended, and USA will control the board of directors of LendingTree
and will make such other changes in the charter, bylaws, capitalization,
management and business of LendingTree as may be appropriate in USA's judgment.
Except as set forth above, none of the Reporting Persons has any
present plans or proposals which relate to or would result in any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interests in Securities of the Issuer.
-------------------------------------
The information contained in Item 3 and Item 4 and Rows (11) through
(13) of the cover pages of this Statement on Schedule 13D are incorporated
herein by reference.
(a)-(b) Prior to May 5, 2003, USA was not the beneficial owner (as
defined in Rule 13d-3 promulgated under the Exchange Act) of any shares of
LendingTree Common Stock. Upon execution of the Voting Agreements, USA may be
deemed to have acquired sole voting power (for the sole purposes described in
the Voting Agreements) with respect to, and to that extent only, beneficial
ownership of, shares of LendingTree Common Stock beneficially owned by each of
the Stockholders. Based on representations made by the Stockholders in their
respective Voting Agreements, the Stockholders subject to the Voting Agreements
beneficially own, and therefore USA and Mr. Diller may be deemed to beneficially
own, 9,280,038 shares of
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LendingTree Common Stock (including 4,587,491 shares of LendingTree Preferred
Stock on an as-converted-to LendingTree Common Stock basis) constituting
approximately 31.5% of the total issued and outstanding shares of LendingTree
Common Stock (based on 29,460,196 shares, the number of shares outstanding as of
April 30, 2003, as represented by LendingTree in the Merger Agreement and giving
effect to the conversion as of May 5, 2003 of all outstanding LendingTree
Preferred Stock). If effect is given only to the conversion of the LendingTree
Preferred Stock covered by the Voting Agreements, the shares that USA and Mr.
Diller may be deemed to beneficially own would constitute approximately 33.7% of
the total issued and outstanding shares of LendingTree Common Stock (based on
27,497,758 shares, the number of shares outstanding as of April 30, 2003, as
represented by LendingTree in the Merger Agreement and giving effect only to the
conversion as of May 5, 2003 of the LendingTree Preferred Stock covered by the
Voting Agreements).
Except as disclosed in this Item 5, none of the Reporting Persons nor,
to the best of their knowledge, any of the directors or executive officers of
USA, beneficially owns any shares of LendingTree Common Stock.
(c) Neither USA nor, to the knowledge of USA, any person named in Annex
A, has effected any transaction in LendingTree Common Stock during the past 60
days.
(d) To USA's knowledge, each Stockholder has the right to receive or
the power to direct the receipt of dividends from, or proceeds from the sale of,
the shares of LendingTree Common Stock owned by such Stockholder and reported by
this statement.
(e) Not applicable.
References to, and descriptions of, the Merger Agreement and the Voting
Agreements as set forth above in this Item 5 are qualified in their entirety by
reference to such agreements, which are filed as exhibits hereto and are hereby
incorporated herein in their entirety.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer.
---------------------------
Other than as described in Items 3, 4 and 5 and the agreements
incorporated herein by reference and set forth as exhibits hereto, to the
knowledge of USA, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of LendingTree,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. Material to Be Filed as Exhibits.
--------------------------------
Exhibit No. Description of Exhibit
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99.1 Agreement and Plan of Merger, dated as of May 5, 2003, by
and among USA, Forest Merger Corp., a Delaware corporation
and a wholly-owned subsidiary of
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Exhibit No. Description of Exhibit
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USA ("Merger Sub"), and LendingTree. Pursuant to the Merger
Agreement, subject to certain conditions, Merger Sub will be
merged with and into LendingTree with LendingTree continuing
as the surviving corporation and a wholly-owned subsidiary
of USA.
99.2 Voting Agreement, dated as of May 5, 2003, by and among USA
and Douglas R. Ledba, Tara G. Ledba and the Douglas R. Ledba
Grantor Annuity Trust, a North Carolina trust.
99.3 Voting Agreement, dated as of May 5, 2003, by and among USA
and Fidelity National Title Company, a California
corporation, Chicago Title Insurance Company, a Missouri
corporation, Chicago Title Insurance Company of Oregon, an
Oregon corporation, and Fidelity National Title Insurance
Company, a California corporation.
99.4 Voting Agreement, dated as of May 5, 2003, by and among
USA and Specialty Finance Partners, a Bermuda general
partnership, and Capital Z Management, LLC, a Delaware
limited liability company.
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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.
Dated: May 8, 2003
USA INTERACTIVE
By: /s/ David Ellen
-------------------------------------
Name: David Ellen
Title: Deputy General Counsel and
Assistant Secretary
BARRY DILLER
By: /s/ Barry Diller
-------------------------------------
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ANNEX A TO SCHEDULE 13D
Set forth below is the name, business address, principal occupation or
employment and principal business in which such employment is conducted of each
director, executive officer and controlling person of USA. The name of each
person who is a director of USA is marked with an asterisk. Mr. Barry Diller is
also a controlling of USA. Unless otherwise indicated, the business address of
each person listed below is 152 West 57th Street, New York, New York, 10019.
NAME AND BUSINESS PRINCIPAL OCCUPATION OR PRINCIPAL BUSINESS
ADDRESS EMPLOYMENT IN WHICH SUCH
EMPLOYMENT IS CONDUCTED
-------------------------- -------------------------- --------------------------
Richard N. Barton* President and Chief Expedia
13810 SE Eastgate Way Executive Officer,
Suite 400 Expedia, Inc. ("Expedia")
Bellevue, WA 98005
Robert R. Bennett* President and Chief Liberty
12300 Liberty Boulevard Executive Officer,
Englewood, Colorado 80112 Liberty Media Corporation
("Liberty")
Edgar Bronfman, Jr.* Chief Executive Officer, Lexa Partners, LLC
390 Park Avenue Lexa Partners, LLC
New York, New York 10022
Anne M. Busquet* President, Travel Services USA
1050 Park Avenue
New York, New York, 10285
Barry Diller* Chairman and Chief USA
Executive Officer, USA
Jean-Rene Fourtou* Chairman and Chief Vivendi
375 Park Avenue Executive Officer,
New York, New York 10152 Vivendi Universal, S.A.
("Vivendi")
Julius Genachowski Executive Vice President, USA
General Counsel and
Secretary, USA
Victor A. Kaufman* Vice Chairman, USA USA
Donald R. Keough* Chairman of the Board, Allen & Co., Inc.
711 Fifth Avenue Allen & Co. Inc. (Investment Banking)
New York, New York 10022
Dara Khosrowshahi Executive Vice President USA
and Chief Financial
Officer, USA
Marie-Josee Kravis* Senior Fellow, Hudson Hudson Institute
625 Park Avenue Institute
New York, New York 10021
John C. Malone* Chairman, Liberty Liberty
12300 Liberty Boulevard
Englewood, Colorado 80112
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NAME AND BUSINESS PRINCIPAL OCCUPATION OR PRINCIPAL BUSINESS
ADDRESS EMPLOYMENT IN WHICH SUCH
EMPLOYMENT IS CONDUCTED
-------------------------- -------------------------- --------------------------
Daniel Marriott Senior Vice President, USA
Strategic Planning, USA
Thomas McInerney President, Electronic USA
Retailing
John Pleasants President, Information USA
and Services
Alan Spoon* Managing General Partner, Polaris Venture Partners
1000 Winter Street Polaris Venture Partners
Suite 3350
Waltham, MA 02451
Gen. H. Norman Retired N/A
Schwarzkopf*
400 North Ashley Street
Suite 3050
Tampa, Florida 33602
Diane Von Furstenberg* Chairman, Diane Von Diane Von Furstenberg
389 West 12th Street Furstenberg Studio L.P. Studio L.P.
New York, New York 10014 (Fashion Design)
Each person listed above is a citizen of the United States of America, other
than Mr. Fourtou who is a citizen of France.
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