UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): AUGUST 8, 2003
INTERACTIVECORP
(Exact name of Registrant as specified in charter)
DELAWARE 0-20570 59-2712887
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
152 WEST 57TH STREET, NEW YORK, NY 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 314-7300
N/A
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to an Agreement and Plan of Merger, dated as of May
5, 2003 (the "Merger Agreement"), by and among InterActiveCorp ("IAC"), formerly
USA Interactive, Forest Merger Corp., a Delaware corporation and wholly owned
subsidiary of IAC ("Forest Merger Corp."), and LendingTree, Inc., a Delaware
corporation ("LendingTree"), IAC on August 8, 2003 completed its acquisition of
LendingTree through the merger of Forest Merger Corp. with and into LendingTree,
with LendingTree surviving as a subsidiary of IAC (the "Merger").
In the Merger, each outstanding share of common stock, par
value $0.01 per share, of LendingTree ("LendingTree Common Stock") (other than
LendingTree Common Stock (i) held by LendingTree as treasury stock or (ii) owned
by IAC immediately prior to completion of the Merger) was converted into the
right to receive (i) 0.6199 (the "Exchange Ratio") of a share of common stock,
par value $0.01 per share, of IAC ("IAC Common Stock") and (ii) cash instead of
any fractional share of IAC Common Stock. Pursuant to the Merger Agreement, each
outstanding share of Series A 8% Convertible Preferred Stock, par value $0.01
per share, of LendingTree ("LendingTree Preferred Stock") (other than
LendingTree Preferred Stock (i) held by LendingTree as treasury stock, (ii)
owned by IAC immediately prior to the completion of the Merger or (iii) as to
which appraisal rights are perfected under Delaware law) was converted into the
right to receive (i) the number of shares of IAC Common Stock that each share of
LendingTree Preferred Stock would have had a right to receive under the Merger
Agreement had such LendingTree Preferred Stock been converted into LendingTree
Common Stock immediately before the completion of the Merger, and (ii) cash
instead of any fractional share of IAC Common Stock that would otherwise be
issued. Pursuant to the Merger Agreement, all outstanding stock options and
warrants granted by LendingTree are no longer exercisable for shares of
LendingTree Common Stock but, instead, are exercisable for shares of IAC Common
Stock based on the Exchange Ratio, as set forth in the Merger Agreement.
Please see the full text of IAC's press release, filed as
Exhibit 99.1 hereto, which is incorporated herein by reference.
IAC filed a registration statement on Form S-4 (File No.
333-105876) (the "Registration Statement"), as amended, registering under the
Securities Act of 1933, as amended, the shares of IAC Common Stock issued or
reserved for issuance in connection with the Merger. The Registration Statement
contains additional information about the Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits.
99.1 Press Release dated August 8, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
INTERACTIVECORP
By: /s/ Dara Khosrowshahi
-----------------------------------
Name: Dara Khosrowshahi
Title: Executive Vice President and
Chief Financial Officer
Date: August 8, 2003
EXHIBIT INDEX
Exhibit No. Description
___________ ___________
99.1 Press Release dated August 8, 2003.
FOR IMMEDIATE RELEASE
[IAC LOGO]
IAC COMPLETES ACQUISITION OF LENDINGTREE
NEW YORK, NY - AUGUST 8, 2003 - IAC/InterActiveCorp (Nasdaq: IACI) today
announced the successful completion of its acquisition of LendingTree, Inc.
through the merger of a subsidiary of IAC with and into LendingTree.
LendingTree, the leading online lending and real estate exchange, will continue
operations as an operating business of IAC. This acquisition became effective as
of the close of market today.
As a result of the acquisition, LendingTree shareholders will receive 0.6199 of
a share of IAC common stock for each share of LendingTree common stock they
owned and options to purchase LendingTree common stock were converted into
options to purchase shares of IAC common stock. Holders of LendingTree preferred
stock will receive shares of common stock of IAC on an as-converted basis in
exchange for their preferred shares. In this transaction, IAC will issue to
LendingTree shareholders approximately 18.8 basic shares and 21.1 shares on a
fully diluted, treasury method basis.
Shares of LendingTree common stock, which prior to the merger traded on the
Nasdaq National Market under the symbol "TREE," were delisted from trading as of
the close of the market on Friday, August 8, 2003.
ABOUT LENDINGTREE, INC.
_______________________
Founded in 1996, LendingTree is the leading online lending Exchange that
connects consumers, Lenders, REALTORS(R), and related service providers. The
LendingTree Exchange is made up of more than 200 banks, lenders, and brokers
(Lenders) and has facilitated more than $55 billion in closed loans since
inception. More than 10 million consumers have accessed the LendingTree Exchange
through the Company's site at www.lendingtree.com and through online and offline
partners. Loans available via the LendingTree Exchange include home mortgage,
home equity, automobile, personal, debt consolidation, and credit cards.
LendingTree is the No. 1 brand in the online lending market for consumers, with
67 percent national awareness. The LendingTree Lend-X technology has been cited
as 'the platform of choice'(a) for online lending and has been adopted by
industry leaders to power their online lending initiatives. The LendingTree
Realty Services offering connects consumers to a nationwide network of
approximately 9,000 REALTORS(R). LendingTree's services and products are
specifically designed to empower consumers, Lenders, and related service
providers throughout the lending process, delivering convenience, choice, and
excellent value.
(a) Resuscitating Mortgage Lending. Forrester Research, March 2001
REALTOR(R) -- A registered collective membership mark that identifies a real
estate professional who is a member of the National Association of REALTORS(R)
and subscribes to its strict Code of Ethics.
ABOUT IAC/INTERACTIVECORP
_________________________
IAC/InterActiveCorp (Nasdaq: IACI), formerly USA Interactive, is comprised of
the following operating businesses: Expedia, Inc., which oversees Interval
International and TV Travel Shop; Hotels.com; HSN; Ticketmaster, which oversees
Evite and ReserveAmerica; Match.com, which oversees uDate.com; Entertainment
Publications; Citysearch; Precision Response Corporation; and LendingTree. The
goal of IAC is to be the world's largest and most profitable interactive
commerce company by pursuing a multi-brand strategy.
CONTACTS:
_________
Deborah Roth, IAC Corporate Communications, 212/314-7254
Roger Clark/Lauren Rosenfield, IAC Investor Relations, 212/314-7400
Mindy Neubauer, LendingTree Corporate Communications, 704/944-8541