-----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, SwhRD5XwD0aTgznH6IkFPS+qkOAiz5jTGlnMDVAGSw4OvMiwsgkw5b+y5dzV/sqa Io6IY3lYv8HhNLFmbSLdOQ== 0000892569-02-000010.txt : 20020413 0000892569-02-000010.hdr.sgml : 20020413 ACCESSION NUMBER: 0000892569-02-000010 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020104 GROUP MEMBERS: CHICAGO TITLE INSURANCE COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LENDINGTREE INC CENTRAL INDEX KEY: 0001096479 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 251795344 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59703 FILM NUMBER: 2502200 BUSINESS ADDRESS: STREET 1: 6701 CARMEL RD STREET 2: STE 205 CITY: CHARLOTTE STATE: NC ZIP: 28226 MAIL ADDRESS: STREET 1: 6701 CARMEL RD STREET 2: STE 205 CITY: CHARLOTTE STATE: NC ZIP: 28226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY NATIONAL FINANCIAL INC /DE/ CENTRAL INDEX KEY: 0000809398 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 860498599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 17911 VON KARMAN AVE STREET 2: STE 300 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9496225000 MAIL ADDRESS: STREET 1: MLISS JONES KANE STREET 2: 17911 VON KARMAN AVE STE 300 CITY: IRVINE STATE: CA ZIP: 92614 SC 13D 1 a78200sc13d.txt SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 LENDINGTREE, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 52602Q105 (CUSIP Number) PETER T. SADOWSKI, ESQ. EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL FIDELITY NATIONAL FINANCIAL, INC. 17911 VON KARMAN AVENUE, SUITE 300 IRVINE, CALIFORNIA 92614 (949) 622-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPIES TO: C. CRAIG CARLSON, ESQ. STRADLING YOCCA CARLSON & RAUTH 660 NEWPORT CENTER DRIVE, SUITE, 1600 NEWPORT BEACH, CA 92660 TELEPHONE: (949) 725-4000 DECEMBER 21, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), Section 240.13d-1(f) or Section 240.13d-1(g), check the following box [ ]. SCHEDULE 13D CUSIP NO. 52602Q105 PAGE 2 OF 7 PAGES 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Fidelity National Financial, Inc. 86-0498599 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) AF, WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 1,582,567 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER 1,582,567 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,582,567 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% 14 TYPE OF REPORTING PERSON (See Instructions) CO 2 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Chicago Title Insurance Company 36-2468956 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Missouri 7 SOLE VOTING POWER NUMBER OF SHARES 1,582,567 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,582,567 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,582,567 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% 14 TYPE OF REPORTING PERSON (See Instructions) CO 3 ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this statement on Schedule 13D relates is the Common Stock, par value $0.01 per share (the "Common Stock"), of LendingTree, Inc., a Delaware corporation (the "Company"), with its principal executive offices located at 11115 Rushmore Drive, Charlotte, North Carolina, 28277. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed by Fidelity National Financial, Inc., a Delaware corporation, and Chicago Title Insurance Company, a Missouri corporation. Fidelity and Chicago Title are collectively referred to herein as the "Reporting Persons." The principal executive offices of: (i) Fidelity are located at 17911 Von Karman Avenue, Suite 300, Irvine, California 92614, and (ii) Chicago Title are located at 4050 Calle Real, Santa Barbara, California 93110. Chicago Title is a wholly-owned subsidiary of Fidelity. Fidelity is a holding company whose subsidiaries are engaged in the business of issuing title insurance policies and performing other title- and real estate-related services. Chicago Title is engaged in the business of issuing title insurance policies and performing other title and real estate-related services. Information regarding the directors and executive officers of Fidelity and Chicago Title are set forth on Schedule I attached hereto and incorporated by reference. During the last five years, neither Reporting Person nor, to the best knowledge of the Reporting Person, any person named in Schedule I attached hereto has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administration body of competent jurisdiction and as a result of such proceeding was or is 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. The Lending Tree Common Stock was purchased with working capital of Chicago Title. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons acquired the Common Stock for investment purposes. Subject to market conditions, Reporting Persons or their affiliates may acquire or dispose of the Common Stock from time to time in future open-market, privately negotiated or other transactions, may enter into agreements with third parties relating to acquisitions of securities issued or to be issued by the Company or may effect other similar agreements or transactions. Except as set forth in this Item 4, the Reporting Persons have no plans or proposals that relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D. 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the close of business day on December 21, 2001, Reporting Persons may be deemed to own, in the aggregate, 1,582,567 shares of LendingTree Common Stock. These shares constitute approximately 8.3% of LendingTree's outstanding shares of Common Stock (based upon 19,067,281, excluding 811,682 shares of treasury stock, stated by LendingTree to be outstanding as of October 31, 2001 on its report on Form 10-Q for the quarter ended September 30, 2001 filed with the Securities and Exchange Commission on November 14, 2001). (b) Chicago Title has sole voting power and sole dispositive power with regard to 1,582,567 Shares. Fidelity has shared voting power and shared dispositive power with regard to 1,582,567 Shares. Fidelity, by virtue of its relationship to Chicago Title (as disclosed in Item 2), may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the securities that Chicago Title directly beneficially owns. Fidelity disclaims beneficial ownership of such securities for all other purposes. (c) On December 21, 2001, Chicago Title purchased in a privately negotiated transaction 1,582,567 shares of LendingTree Common Stock, representing approximately 8.3% of LendingTree's outstanding shares of Common Stock, for $8,071,091.70, or $5.10 per share. Except for the transactions set forth above, neither of the Reporting Persons has effected any transaction in LendingTree Common Stock during the past sixty (60) days. Except as described above, neither Fidelity, Chicago Title, nor, to the best knowledge of Fidelity and Chicago Title, any of the persons referred to in Schedule I attached hereto, beneficially own any shares of LendingTree, Inc. Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None 5 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. Date: January 4, 2002 FIDELITY NATIONAL FINANCIAL, INC. By: /S/ MARLAN WALKER ----------------------------------- Marlan Walker Executive Vice President Date: January 4, 2002 CHICAGO TITLE INSURANCE COMPANY By: /S/ MARLAN WALKER ----------------------------------- Marlan Walker Executive Vice President 6 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSON The names, present principal occupations and business addresses of the directors and executive officers of the Reporting Person are set forth below. If no address is given, the director's or executive officer's business address is that of the Reporting Person. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to the Reporting Person. Each of the named individuals is a citizen of the United States. Directors and Officers of Fidelity: William P. Foley, II Chairman of the Board and Chief Executive Officer Frank P. Willey Vice Chairman of the Board John J. Burns, Jr. Director John F. Farrell, Jr. Director Philip G. Heasley Director William A. Imparato Director Donald M. Koll Director Daniel D. (Ron) Lane Director General William Lyon Director J. Thomas Talbot Director Cary H. Thompson Director Richard P. Toft Director Patrick F. Stone President and Chief Operating Officer Alan L. Stinson Executive Vice President, Chief Financial Officer Peter T. Sadowski Executive Vice President, General Counsel Marlan Walker Executive Vice President Directors and Officers of Chicago Title: Patrick F. Stone Chairman of the Board Christopher Abbinante Director Ronald R. Maudsley Director Erika Meinhardt Director Raymond R. Quirk Director Burton J. Rain Director Ernest D. Smith Director Alan L. Stinson Director Frank P. Willey Director Patrick F. Stone President and Chief Executive Officer Alan L. Stinson Executive Vice President, Chief Financial Officer Peter T. Sadowski Executive Vice President, General Counsel Marlan Walker Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----