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): May 5, 2003
USA INTERACTIVE
(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
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On May 5, 2003, USA Interactive, a Delaware corporation (the
"Company"), issued a joint press release with LendingTree, Inc., a Delaware
corporation ("LendingTree"), announcing that the Company had entered into an
Agreement and Plan of Merger, dated as of May 5, 2003 (the "Merger Agreement"),
by and among the Company, Forest Merger Corp., a Delaware corporation and wholly
owned subsidiary of the Company, and LendingTree. A copy of the joint press
release issued by the Company and LendingTree is attached as Exhibit 99.1 hereto
and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits.
99.1 Joint Press Release issued by USA Interactive and LendingTree.
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.
USA INTERACTIVE
By: /s/ Julius Genachowski
-----------------------
Name: Julius Genachowski
Title: Executive Vice President,
General Counsel and Secretary
Date: May 5, 2003
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Joint Press Release issued by USA Interactive and
LendingTree.
Exhibit 99.1
[USA Interactive Logo] [LendingTree Logo]
*SEE IMPORTANT NOTES AT END OF RELEASE
USA INTERACTIVE AND LENDINGTREE
ANNOUNCE MERGER AGREEMENT
ENTRY INTO THE FINANCIAL SERVICES AND REAL ESTATE VERTICALS
GIVES USA ACCESS TO 75% OF TOTAL INTERACTIVE COMMERCE (U.S.)
New York, NY and Charlotte, NC - May 5, 2003 -- USA Interactive (Nasdaq: USAI)
and LendingTree, Inc. (Nasdaq: TREE) announced today that they have entered into
an agreement by which USA would acquire all of the outstanding capital stock of
LendingTree in a stock-for-stock transaction.
The transaction would represent USA's entry into the large and attractive
financial services and real estate verticals, both of which are at an early
stage of online migration. LendingTree is the leading lending exchange with more
than 200 participant lenders; the Company has facilitated nearly $48 billion in
closed loans since inception and has recently entered the real estate sector
with excellent early results.
With this transaction, USA now has a presence in seven key areas of interactive
commerce that represent approximately 75% of total interactive commerce (U.S.) -
Travel, Ticketing, Goods, Personals, Local/Classified Advertising, Financial
Services and Real Estate. The acquisition of LendingTree adds another powerful
brand and profitable interactive business to the USA family, and furthers USA's
goal of being the largest, most profitable interactive commerce company in the
world. LendingTree will have access to USA's existing base of nearly 40 million
unique monthly Internet users who increasingly are provided opportunities to
become customers of more than one USA property through cross-promotion,
integration and the use of special offers or discounts.
The acquisition of LendingTree will be neutral to USA on an accretion/dilution
basis and USA anticipates that LendingTree's long-term growth metrics will be
consistent with those of USA's fastest growing businesses.
Under the agreement, LendingTree shareholders will receive 0.6199 of a share of
USA common stock for each share of LendingTree common stock that they own, and
LendingTree preferred stockholders will receive the same merger consideration,
on an as-converted basis. In the transaction, USA would issue to LendingTree
shareholders approximately 18.3 million basic shares and 21 million total shares
on a fully diluted, treasury method basis. The transaction is generally expected
to be tax-free to LendingTree shareholders. Based on closing prices of USA
common stock between
April 28, 2003 and May 2, 2003, the transaction is valued in a range of $626
million to $734 million.
Barry Diller, Chairman and CEO of USA Interactive, said, "For several years now
we have been saying, in answer to investor and media questions about what's the
next area of investment for our Company, that the most exciting sector is in
both financial services and real estate - now, with this singular acquisition we
enter both, with an excellent Company, having built a fine brand, and with great
and deep management strength - we waited appropriately long enough to find the
perfect solution - LendingTree."
In connection with the merger, LendingTree options will be converted into
options to acquire USA common stock, and LendingTree warrants will be converted
into warrants exercisable for USA common stock.
The transaction is subject to LendingTree shareholder approval. The LendingTree
Board of Directors has approved the acquisition by unanimous vote and
unanimously recommends that LendingTree shareholders vote to approve the merger
agreement and related matters at the special meeting to be called for
consideration of the transaction. USA has received binding voting agreements to
support the transaction from LendingTree shareholders representing approximately
31.5% of the as-converted-to-common vote. The transaction has been approved by
the Board of Directors of USA and no separate USA shareholder approval is
required. The merger, which is subject to other customary closing conditions, is
expected to be completed in late summer.
Doug Lebda, Founder and CEO, and Tom Reddin, President and COO, will continue in
their current positions, as will other key members of the senior management
team. LendingTree's senior management team will have a significant ongoing
economic interest in the upside of LendingTree, after USA recovers its
acquisition costs with a rate of return, which is designed to incent and retain
LendingTree's strong management team over the long term.
Doug Lebda said, "We believe that the merger with USA creates significant value
for our shareholders, not only because of the transaction itself but also
because of the opportunity to participate in USA's tremendous future as a leader
in interactive commerce."
Mr. Lebda continued, "This will create the opportunity for us to accelerate our
growth in the consumer lending and real estate verticals, leveraging our
scalable business model and leading brand with USA's capital, management
expertise and synergies with other USA businesses, particularly those that help
penetrate local markets. Working together we can add significant value to
consumers, lenders and REALTORS(R), while producing impressive growth and
financial returns for shareholders. On a personal level, I am excited to join
the USA family, and for the opportunities this will provide for all of
LendingTree's employees and business partners."
USA and LendingTree will be holding a conference call in connection with this
transaction on May 5 at 11 a.m. E.S.T. The live audiocast is open to the public
at www.usainteractive.com/investor_relations.
-----------------------------------------
ABOUT USA INTERACTIVE
USA Interactive (Nasdaq: USAI) engages worldwide in the business of
interactivity via the Internet, the television and the telephone. USA's multiple
brands are organized across three areas: Electronic Retailing, Information &
Services and Travel Services. Electronic Retailing is comprised of HSN,
America's Store, HSN.com, and Home Shopping Europe and Euvia in Germany.
Information & Services includes Ticketmaster, Match.com, uDate, Citysearch,
Evite, Entertainment Publications and Precision Response Corporation. Travel
Services consists of Expedia (Nasdaq: EXPE), Hotels.com (Nasdaq: ROOM), Interval
International, TV Travel Group and USA's forthcoming U.S. cable travel network.
ABOUT LENDINGTREE
Founded in 1996, LendingTree (Nasdaq: TREE) 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 nearly $48 billion in closed loans
since inception. More than 8 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). The Company'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.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
This press release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include statements relating to our anticipated financial performance,
business prospects, new developments, new merchandising strategies and similar
matters, and/or statements preceded by, followed by or that include the words
"believes," "could," "expects," "anticipates," "estimates," "intends," "plans,"
"projects," "seeks," or similar expressions. These forward- looking statements
are necessarily estimates reflecting the best judgment of our senior management
and involve a number of risks and uncertainties that could cause actual results
to differ materially from those suggested by the forward- looking statements.
These forward- looking statements are subject to risks, uncertainties and
assumptions that could have a material adverse effect on the proposed
transaction between USA and LendingTree and/or on our respective businesses,
financial condition or results of operations. You should understand that the
following important factors could affect our future results and could cause
those results to differ materially from those expressed in the forward- looking
statements: (1) the risk that USA's and LendingTree's businesses will not be
integrated
successfully; (2) costs related to the proposed transaction; (3) material
adverse changes in economic conditions generally or in our markets or
industries; (4) future regulatory and legislative actions and conditions
affecting our operating areas; (5) competition from others; (6) successful
integration of our divisions' management structures; (7) product demand and
market acceptance; (8) the ability to protect proprietary information and
technology or to obtain necessary licenses on commercially reasonable terms; (9)
the ability to expand into and successfully operate in foreign markets; (10)
obtaining and retaining skilled workers and key executives; (11) acts of
terrorism; and (12) war or political instability. In addition, investors should
consider the other information contained in or incorporated by reference into
USA's and LendingTree's filings with the U.S. Securities and Exchange Commission
(the "SEC"), including their Annual Reports on Form 10-K for the fiscal year
ended 2001, especially in the Management's Discussion and Analysis section,
their most recent Quarterly Reports on Form 10-Q and their Current Reports on
Form 8-K. Other unknown or unpredictable factors also could have material
adverse effects on our future results, performance or achievements. In light of
these risks, uncertainties, assumptions and factors, the forward- looking events
discussed in this press release may not occur. You are cautioned not to place
undue reliance on these forward- looking statements, which speak only as of the
date stated, or if no date is stated, as of the date of this press release. We
are not under any obligation and do not intend to make publicly available any
update or other revisions to any of the forward- looking statements contained in
this press release to reflect circumstances existing after the date of this
press release or to reflect the occurrence of future events even if experience
or future events make it clear that any expected results expressed or implied by
those forward-looking statements will not be realized.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, USA Interactive will file a
Prospectus, and LendingTree will file a Proxy Statement with the Securities and
Exchange Commission. Investors and Security holders are urged to read carefully
the Proxy Statement/Prospectus regarding the proposed transaction when it
becomes available, because it will contain important information. Investors and
security holders may obtain a free copy of the Proxy Statement/Prospectus (when
it is available) and other documents containing information about USA
Interactive and LendingTree, without charge, at the SEC's web site at
http://www.sec.gov. Free copies of USA Interactive's filings may be obtained by
directing a request to USA Interactive, 152 West 57th Street, New York, New
York, 10019, Attention: Investor Relations, and free copies of LendingTree's
filings may be obtained by directing a request to LendingTree,11114 Rushmore
Drive, Charlotte, NC, 28277, Attention: Investor Relations.
# # #
Contacts:
- ---------
Ron Sato, USA Interactive Corporate Communications, 212/314-7254;
Roger Clark/Lauren Rosenfield, USA Interactive Investor Relations, 212/314-7400;
Deborah Roth, LendingTree Corporate Communications, 704/944-8571;
Brian Regan, LendingTree Investor Relations, 704/944-8531