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