sc13dza

-----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, Sa1LRy8aMZhp1XZQRlW3rMvrtlqE+y1gSQxO4MzVmqMAQM6x+90qR4PuUswCU501 5yfRGYGdrGVZrxtBrM8rLA== 0000892569-02-002410.txt : 20021121 0000892569-02-002410.hdr.sgml : 20021121 20021121170704 ACCESSION NUMBER: 0000892569-02-002410 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021121 GROUP MEMBERS: CHICAGO TITLE INSURANCE COMPANY GROUP MEMBERS: CHICAGO TITLE INSURANCE COMPANY OF OREGON GROUP MEMBERS: FIDELITY NATIONAL TITLE COMPANY GROUP MEMBERS: FIDELITY NATIONAL 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59703 FILM NUMBER: 02836489 BUSINESS ADDRESS: STREET 1: 11115 RUSHMORE DRIVE STREET 2: . CITY: CHARLOTTE STATE: NC ZIP: 28277 MAIL ADDRESS: STREET 1: 11115 RUSHMORE DRIVE STREET 2: . CITY: CHARLOTTE STATE: NC ZIP: 28277 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/A 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/A 1 a86114sc13dza.htm SCHEDULE 13D AMENDMENT sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

LENDINGTREE, INC.

(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

526020-10-5
(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

November 12, 2002

(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 §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box . o

SCHEDULE 13D/A

CUSIP No. 526020-10-5 Page 2 of 14 Pages

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Fidelity National Financial, Inc. 86-0498599;
Chicago Title Insurance Company 36-0906930;
Fidelity National Title Company 95-3283219;
Fidelity National Title Insurance Company 86-0417131;
Chicago Title Insurance Company of Oregon 93-0585470

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    x

(b)    o

3 SEC USE ONLY

4 SOURCE OF FUNDS*

WC; AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH 7 SOLE VOTING POWER

3,582,567.63 (1)

8 SHARED VOTING POWER

-0-

9 SOLE DISPOSITIVE POWER

3,582,567.63 (1)

10 SHARED DISPOSITIVE POWER

-0-

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Fidelity National Financial, Inc. and Chicago Title Insurance Company — 1,582,567 shares;
Fidelity National Title Company — 909,080.54 shares (1);
Fidelity National Title Insurance Company — 863,640.73 shares (1);
Chicago Title Insurance Company of Oregon — 227,279.36 shares (1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
(See Instructions) o

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

Approximately 14.7% (2)

14 TYPE OF REPORTING PERSON*

CO

(1) An aggregate of 1,843,274 shares of LendingTree’s Series A 8% Convertible Preferred Stock were purchased on November 12, 2002. As of September 30, 2002, each share of such preferred stock was convertible into 1.085026224 shares of LendingTree’s common stock. The share amounts above have been adjusted pursuant to such rate of conversion. See Item 5 below.

(2) Percentage amount is based on 22,331,571 shares of LendingTree common stock outstanding as of November 11, 2002, as disclosed in the filing by LendingTree pursuant to Rule 424(b)(3) on November 12, 2002, and is calculated in accordance with Rule 13d-3(d) under the Securities Exchange Act of 1934, as amended.

Fidelity National Financial, Inc., a Delaware corporation (“Fidelity”), and Chicago Title Insurance Company, a Missouri corporation and a wholly-owned subsidiary of Fidelity (“Chicago Title”), Fidelity National Title Company, a California corporation and a wholly-owned subsidiary of Fidelity (“Fidelity Title”), Fidelity National Title Insurance Company, a California corporation and a wholly-owned subsidiary of Fidelity (“Fidelity Insurance”) and Chicago Title Insurance Company of Oregon, an Oregon corporation and a wholly-owned subsidiary of Fidelity (“Chicago Insurance”), pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, hereby file this Amendment No. 1 to Schedule 13D (the “Statement”) which amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 4, 2002 by Fidelity and Chicago Title, with respect to the shares of Common Stock, par value $0.01 per share (the “LendingTree Common Stock”) of LendingTree, Inc., a Delaware corporation (“LendingTree” or the “Company”). Fidelity, Chicago Title, Fidelity Title, Fidelity Insurance and Chicago Insurance are collectively referred to herein as the “Reporting Persons.”

Item 1. Security and Issuer.

This Statement relates to the LendingTree Common Stock and the LendingTree Series A 8% Convertible Preferred Stock, par value $0.01 per share (the “LendingTree Preferred Stock”). Lending Tree’s principal executive offices are located at 11115 Rushmore Drive, Charlotte, North Carolina 28277.

Item 2. Identity and Background.

Fidelity National Financial, Inc. is a Delaware corporation with its principal business and principal executive offices located at 17911 Von Karman Avenue, Suite 300, Irvine, California 92614. 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. Information regarding the directors, executive officers and controlling persons of Fidelity is set forth on Schedule I attached hereto, which schedule is hereby incorporated by reference.

Chicago Title Insurance Company is a Missouri corporation and a wholly-owned subsidiary of Fidelity with its principal business and principal executive offices located at 4050 Calle Real, Santa Barbara, California 93110. Chicago Title is engaged in the business of underwriting title insurance policies. Information regarding the directors, executive officers and controlling persons of Chicago Title is set forth on Schedule II attached hereto, which schedule is hereby incorporated by reference.

Fidelity National Title Company is a California corporation and a wholly-owned subsidiary of Fidelity with its principal business and principal executive offices located at 4050 Calle Real, Santa Barbara, California 93110. Fidelity Title is engaged in the business of issuing title insurance policies and performing other real estate related services. Information regarding the directors, executive officers and controlling persons of Fidelity Title is set forth on Schedule III attached hereto, which schedule is hereby incorporated by reference.

Fidelity National Title Insurance Company is a California corporation and a wholly-owned subsidiary of Fidelity with its principal business and principal executive offices located at 4050 Calle Real, Santa Barbara, California 93110. Fidelity Insurance is engaged in the business of underwriting title insurance policies. Information regarding the directors, executive officers and controlling

persons of Fidelity Insurance is set forth on Schedule IV attached hereto, which schedule is hereby incorporated by reference.

Chicago Title Insurance Company of Oregon is an Oregon corporation and a wholly-owned subsidiary of Fidelity with its principal business and principal executive offices located at 4050 Calle Real, Santa Barbara, California 93110. Chicago Insurance is engaged in the business of underwriting title insurance policies. Information regarding the directors, executive officers and controlling persons of Chicago Insurance is set forth on Schedule V attached hereto, which schedule is hereby incorporated by reference.

During the last five years, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any person named in Schedule I, Schedule II, Schedule III, Schedule IV and Schedule V 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.

837,842 shares of LendingTree Preferred Stock were purchased by Fidelity Title for an aggregate purchase price of $10,045,339.98. Fidelity Title used its working capital to purchase such shares of LendingTree Preferred Stock.

795,963 shares of LendingTree Preferred Stock were purchased by Fidelity Insurance for an aggregate purchase price of $9,543,230.05. Fidelity Insurance used its working capital to purchase such shares of LendingTree Preferred Stock.

209,469 shares of LendingTree Preferred Stock were purchased by Chicago Insurance for an aggregate purchase price of $2,511,436.91. Chicago Insurance used its working capital to purchase such shares of LendingTree Preferred Stock.

Item 4. Purpose of Transaction.

The Reporting Persons acquired the LendingTree Preferred Stock and the underlying LendingTree Common Stock for investment purposes. Subject to market conditions, the Reporting Persons or their affiliates may acquire or dispose of the LendingTree Preferred Stock or the underlying shares of LendingTree 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 or 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, none the Reporting Persons have any 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 this Schedule 13D/A.

Item 5. Interest in Securities of the Issuer.

(a)

(i) As of the close of business on November 12, 2002, Fidelity was the direct beneficial owner of 1,582,567 shares of LendingTree Common Stock.

(ii) As of the close of business on November 12, 2002, Fidelity was the direct beneficial owner of 1,843,274 shares LendingTree Preferred Stock, convertible into 2,000,000.63 shares of LendingTree Preferred Stock as of September 30, 2002.

(iii) These shares of LendingTree Common Stock and Lending Tree Preferred Stock convertible into Lending Tree Common Stock constitute approximately 14.7% of the outstanding shares of LendingTree Common Stock, on an as-converted-to LendingTree Common Stock basis (based on 22,331,571 shares of LendingTree Common Stock outstanding as of November 11, 2002, as disclosed by LendingTree in its filing pursuant to Rule 424(b)(3) on November 12, 2002).

(b)

(i) Fidelity has the sole power to vote, direct the voting of, and dispose of or direct the disposition of the 1,582,567 shares of LendingTree Common Stock beneficially owned by the Reporting Persons.

(ii) Fidelity has the sole power to vote, direct the voting of, and dispose of or direct the disposition of the 1,843,274 shares of LendingTree Preferred Stock (which vote on, an as-converted-to LendingTree Common Stock basis). The 1,843,274 shares of LendingTree Preferred stock were convertible into 2,000,000.63 shares of LendingTree Common Stock as of September 30, 2002.

(c) Except for the transactions contemplated by the Purchase Agreement (as defined below), pursuant to which Fidelity Title, Fidelity Insurance and Chicago Insurance purchased an aggregate of 1,843,274 shares of LendingTree Preferred Stock (as more fully described in Item 6 below), none of the Reporting Persons has effected any transaction in LendingTree Common Stock or LendingTree Preferred Stock during the past sixty (60) days.

Except as described above or on Schedule I, Schedule II, Schedule III, Schedule IV or Schedule V, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons referred to in Schedule I, Schedule II, Schedule III, Schedule IV or Schedule V attached hereto, beneficially own any shares of LendingTree Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On November 11, 2002, Fidelity Title, Fidelity Insurance and Chicago Insurance entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Specialty Finance Partners, a Bermuda general partnership (“Specialty Finance”), pursuant to which Specialty Finance agreed to sell to Fidelity Title, Fidelity Insurance and Chicago Insurance and they agreed to purchase from Specialty Finance, an aggregate of 1,843,274 shares of LendingTree Preferred Stock for an aggregate purchase price of approximately $22,100,006, or $11.99 per share. A copy of the Purchase Agreement is attached as Exhibit 99.1 hereto. On November 12, 2002, the transactions contemplated by the Purchase Agreement were consummated. The shares of LendingTree Preferred Stock acquired by Fidelity Title, Fidelity Insurance and Chicago Insurance were, as of September 30, 2002,

convertible into an aggregate of approximately 2,000,000 shares of LendingTree Common Stock. In connection with the consummation of the transactions contemplated by the Purchase Agreement, Fidelity Title, Fidelity Insurance and Chicago Insurance entered into a Joinder Agreement to Registration Rights Agreement (the “Joinder Agreement”), pursuant to which Fidelity Title, Fidelity Insurance and Chicago Insurance became parties to that certain Registration Rights Agreement dated as of March 7, 2001 (the “Registration Rights Agreement”) with respect to the shares of LendingTree Preferred Stock purchased in this transaction from Specialty Finance. The Joinder Agreement is attached as Exhibit 99.2 hereto.

Pursuant to the Registration Rights Agreement the Company was obligated to file with the SEC by no later than May 4, 2001, a “shelf” registration statement (the “Registration Statement”) covering the resale of the Common Stock issuable upon conversion of the LendingTree Preferred Stock and issuable upon warrants issued to certain parties to the Registration Rights Agreement (the “Registrable Shares”). The Registration Statement was filed on May 11, 2001. In addition, the Registration Rights Agreement provides that the Registration Statement shall remain effective until the earlier to occur of (i) the sale of all Registrable Shares under the Registration Statement or (ii) five (5) years from the later of (x) the date upon which the shares of LendingTree Preferred Stock shall be convertible in accordance with the Certificate of Designations or (y) the date of effectiveness of the Registration Statement. The foregoing description of the Registration Rights Agreement is a summary thereof and does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement is attached as Exhibit 99.3 hereto.

Item 7. Material to be Filed as Exhibits.

EXHIBIT INDEX

Exhibit

Number Description

99.1 Securities Purchase Agreement, dated as of November 11, 2002, by and among Fidelity National Title Company, Fidelity National Title Insurance Company, Chicago Title Insurance Company of Oregon and Specialty Finance Partners.

99.2 Joinder Agreement to Registration Rights Agreement, dated as of November 11, 2002, by and among Fidelity National Title Company, Fidelity National Title Insurance Company, Chicago Title Insurance Company of Oregon and LendingTree, Inc.

99.3 Registration Rights Agreement, dated as of March 7, 2001, by and among LendingTree, Inc. and the signatories listed therein (incorporated by reference to LendingTree, Inc.’s Annual Report on Form 10-K for its fiscal year ended December 31, 2000 (File No. 000-29215)).

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:    November 21, 2002 FIDELITY NATIONAL FINANCIAL, INC.

By:   /s/ MARLAN WALKER

Marlan Walker
Executive Vice President

Date:    November 21, 2002 CHICAGO TITLE INSURANCE COMPANY

By:   /s/ MARLAN WALKER

Marlan Walker
Executive Vice President

Date:    November 21, 2002 FIDELITY NATIONAL TITLE COMPANY

By:   /s/ MARLAN WALKER

Marlan Walker
Executive Vice President

Date:    November 21, 2002 FIDELITY NATIONAL TITLE INSURANCE COMPANY

By:   /s/ MARLAN WALKER

Marlan Walker
Executive Vice President

Date:    November 21, 2002 CHICAGO TITLE INSURANCE COMPANY OF OREGON

By:   /s/ MARLAN WALKER

Marlan Walker
Executive Vice President

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF FIDELITY

The names, present principal occupations and business addresses of the directors and executive officers of Fidelity National Financial, Inc. (“Fidelity”), are set forth below. If no address is given, the director’s or executive officer’s business address is that of Fidelity. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Fidelity. Each of the named individuals is a citizen of the United States. Unless otherwise indicated, the amount of LendingTree Common Stock beneficially owned by each individual is as of November 19, 2002.

Directors and Officers of Fidelity:

Amount of LendingTree Common

Name Title Stock Beneficially Owned

William P. Foley, II Chairman of the Board and Chief Executive Officer 0

Frank P. Willey Vice Chairman of the Board 0

Patrick F. Stone Director and President 0

John J. Burns, Jr. Director 0

John F. Farrell, Jr. Director 0

Philip G. Heasley Director 0

William A. Imparato Director 0

Daniel D. (Ron) Lane Director 0

General William Lyon Director 0

J. Thomas Talbot Director 0

Cary H. Thompson Director 0

Terry Christensen Director 0

Alan L. Stinson Executive Vice President, Chief Financial Officer 0

SCHEDULE II

DIRECTORS AND EXECUTIVE OFFICERS OF CHICAGO TITLE

The names, present principal occupations and business addresses of the directors and executive officers of Chicago Title Insurance Company (“Chicago Title”), are set forth below. If no address is given, the director’s or executive officer’s business address is that of Chicago Title. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Chicago Title. Each of the named individuals is a citizen of the United States. Unless otherwise indicated, the amount of LendingTree Common Stock beneficially owned by each individual is as of November 19, 2002.

Directors and Officers of Chicago Title:

Amount of LendingTree Common

Name Title Stock Beneficially Owned

Patrick F. Stone Chairman of the Board, President and Chief Executive Officer See Schedule I to this 13D/A

Christopher Abbinante Director 0

Ronald R. Maudsley Director 0

Erika Meinhardt Director 0

Raymond R. Quirk Director 0

Burton J. Rain Director 0

Ernest D. Smith Director 0

Alan L. Stinson Director, Executive Vice President and Chief Financial Officer See Schedule I to this 13D/A

Frank P. Willey Director See Schedule I to this 13D/A

Peter T. Sadowski Executive Vice President, General Counsel See Schedule I to this 13D/A

Marlan Walker Executive Vice President See Schedule I to this 13D/A

Persons Controlling Chicago Title:

Fidelity National Financial, Inc., a Delaware corporation. See body text of Schedule 13D/A to which this Schedule II is attached for information regarding Fidelity.

Directors and Officers of Persons Controlling Chicago Title:

See Schedule I of Schedule 13D/A.

SCHEDULE III

DIRECTORS AND EXECUTIVE OFFICERS OF FIDELITY TITLE

The names, present principal occupations and business addresses of the directors and executive officers of Fidelity National Title (“Fidelity Title”), are set forth below. If no address is given, the director’s or executive officer’s business address is that of Fidelity Title. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Fidelity Title. Each of the named individuals is a citizen of the United States. Unless otherwise indicated, the amount of LendingTree Common Stock beneficially owned by each individual is as of November 19, 2002.

Directors and Officers of Fidelity Title:

Amount of LendingTree Common

Name Title Stock Beneficially Owned

William P. Foley Chairman of the Board, Chief Executive Officer, President See Schedule I to this 13D/A

Frank P. Willey Director, Executive Vice President, Assistant Secretary See Schedule I to this 13D/A

Patrick F. Stone Director See Schedule I to this 13D/A

Alan L. Stinson Chief Financial Officer See Schedule I to this 13D/A

Larry Medina President, San Diego County 0

Thomas L. Bolinger President, Sacramento County 0

Cindy Fried President, Los Angeles County 0

Thomas E. Evans, Jr. Executive Vice President 0

Peter T. Sadowski Executive Vice President See Schedule I to this 13D/A

Marlan C. Walker Executive Vice President See Schedule I to this 13D/A

Persons Controlling Fidelity Title:

Fidelity National Financial, Inc., a Delaware corporation. See body text of Schedule 13D/A to which this Schedule III is attached for information regarding Fidelity.

Directors and Officers of Persons Controlling Fidelity Title:

See Schedule I of Schedule 13D/A.

SCHEDULE IV

DIRECTORS AND EXECUTIVE OFFICERS OF FIDELITY INSURANCE

The names, present principal occupations and business addresses of the directors and executive officers of Fidelity National Title Insurance Company (“Fidelity Insurance”), are set forth below. If no address is given, the director’s or executive officer’s business address is that of Fidelity Insurance. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Fidelity Insurance. Each of the named individuals is a citizen of the United States. Unless otherwise indicated, the amount of LendingTree Common Stock beneficially owned by each individual is as of November 19, 2002.

Directors and Officers of Fidelity Insurance:

Amount of LendingTree Common

Name Title Stock Beneficially Owned

William P. Foley Chairman of the Board, Chief Executive Officer See Schedule I to this 13D/A

Patrick F. Stone Director, President & Chief Operating Officer See Schedule I to this 13D/A

Frank P. Willey Director, Executive Vice President See Schedule I to this 13D/A

Alan L. Stinson Director, Chief Financial Officer See Schedule I to this 13D/A

Raymond R. Quirk Director, Executive Vice President 0

Bryant Evans President, County Manager 0

Cindy Fried President, County Manager, Los Angeles 0

Paul D. DeFalco Executive Vice President 0

Francene DePrez Executive Vice President 0

Joe Drum Executive Vice President 0

Thomas E. Evans, Jr. Executive Vice President 0

Ronald R. Maudsley Executive Vice President 0

Burt Rain Executive Vice President 0

Peter T. Sadowski Executive Vice President See Schedule I to this 13D/A

Ernest Smith Executive Vice President 0

Darryl J. Tyson Executive Vice President 0

Marlan C. Walker Executive Vice President See Schedule I to this 13D/A

Persons Controlling Fidelity Insurance:

Fidelity National Financial, Inc., a Delaware corporation. See body text of Schedule 13D/A to which this Schedule IV is attached for information regarding Fidelity.

Directors and Officers of Persons Controlling Fidelity Insurance:

See Schedule I of Schedule 13D/A.

SCHEDULE V

DIRECTORS AND EXECUTIVE OFFICERS OF CHICAGO INSURANCE

The names, present principal occupations and business addresses of the directors and executive officers of Chicago Title Insurance Company of Oregon (“Chicago Insurance”), are set forth below. If no address is given, the director’s or executive officer’s business address is that of Chicago Insurance. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Chicago Insurance. Each of the named individuals is a citizen of the United States. Unless otherwise indicated, the amount of LendingTree Common Stock beneficially owned by each individual is as of November 19, 2002.

Directors and Officers of Chicago Insurance:

Amount of LendingTree Common

Name Title Stock Beneficially Owned

Stone, Patrick F Chairman of the Board, President and Chief Executive Officer See Schedule I to this 13D/A

DiPietro, Casey Director 0

Epley, Pamela Kay Director 0

London, Bradley J Director, Executive Vice President 0

Newkirk, Malcolm Director 0

Devine, Donna Jo Director 0

Evans, Thomas E. Jr. Executive Vice President 0

Maudsley, Ronald R Executive Vice President 0

Quirk, Raymond R Executive Vice President 0

Sadowski, Peter T Executive Vice President See Schedule I to this 13D/A

Smith, Ernest D Executive Vice President 0

Stinson, Alan L Executive Vice President and Chief Financial Officer See Schedule I to this 13D/A

Marlan Walker Executive Vice President See Schedule I to this 13D/A

Persons Controlling Chicago Insurance:

Fidelity National Financial, Inc., a Delaware corporation. See body text of Schedule 13D/A to which this Schedule V is attached for information regarding Fidelity.

Directors and Officers of Persons Controlling Chicago Insurance:

See Schedule I of Schedule 13D/A.

EX-99.1 3 a86114exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is entered into as of November 11, 2002 by and among Specialty Finance Partners, a Bermuda general partnership ("Seller"), and the persons listed as "Purchasers" on the signature pages hereto (collectively, the "Purchasers"). WHEREAS, Seller is the beneficial owner of 4,000,000 shares of Series A 8% Convertible Preferred Stock (the "Preferred Stock") of LendingTree, Inc., a Delaware corporation (the "Company"); WHEREAS, Seller is party to that certain Registration Rights Agreement, dated as of March 7, 2001, among the Company and certain investors named therein (the "Registration Rights Agreement"); and WHEREAS, Seller desires to sell to the Purchasers, and the Purchasers desire to purchase from Seller, the number of shares of Preferred Stock owned by Seller set forth opposite such Purchaser's name on SCHEDULE I hereto on the terms set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals and the representations, warranties, covenants, and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I Sale and Purchase of Preferred Stock 1.1 Sale and Purchase of Preferred Stock. At the Closing (as defined below) and on the terms set forth herein, Seller shall sell and deliver to the Purchasers all of its right, title, and interest in and to an aggregate of 1,843,274 shares (the "Purchased Shares") of Preferred Stock owned by Seller and (ii) each Purchaser shall purchase and accept from Seller, all right, title, and interest of Seller in and to the Purchased Shares set forth opposite such Purchaser's name on SCHEDULE I hereto, in each case free and clear of all mortgages, liens, pledges, security interests, charges, restrictions, and other encumbrances ("Liens"), other than restrictions on transfer imposed by applicable securities laws. The closing (the "Closing") of the purchase and sale of the Purchased Shares is taking place upon the satisfaction (or waiver) of the conditions set forth in Article V hereof, at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153, or at such other time or place as the parties shall agree. The date of the Closing is referred to herein as the "Closing Date." 1.2 Purchase Price. At the Closing, each Purchaser shall pay Seller an amount in cash set forth opposite such Purchaser's name on SCHEDULE I hereto (collectively, the "Purchase Price") as consideration for the purchase of the Purchased Shares being purchased by such Purchaser hereunder. The Purchase Price applicable to each Purchaser shall be paid by wire transfer of immediately available funds to the following bank account: Specialty Finance Partners Account No. 323130097 JP Morgan Chase ABA No. 021000021 1.3 Deliveries. At the Closing, (i) Seller shall deliver to the Company a stock certificate representing and evidencing the Preferred Stock owned by Seller duly endorsed in blank or with appropriate transfer documents duly executed by Seller relating to the transfer of the Purchased Shares contemplated hereby; (ii) each Purchaser shall deliver (A) to Seller the Purchase Price applicable to such Purchaser in accordance with Section 1.2 above and (B) to the Company an executed counterpart of a Joinder Agreement to the Registration Rights Agreement in the form attached hereto as EXHIBIT A (the "Joinder Agreement"), duly executed by such Purchaser; and (iii) the Company shall deliver to each Purchaser an executed counterpart of the Joinder Agreement. Within three (3) business days after the Closing Date, the Company will deliver (A) to each Purchaser a stock certificate evidencing and representing the Purchased Shares being purchased by such Purchaser hereunder and (B) to Seller a stock certificate evidencing and representing the shares of Preferred Stock that Seller will continue to own after giving effect to the transactions contemplated hereby. ARTICLE II Representations and Warranties of Seller Seller hereby represents and warrants to the Purchasers as follows: 2.1 Authorization. Seller has the requisite partnership power to execute and deliver this Agreement and to perform the transactions contemplated hereby to be performed by it. The execution and delivery by Seller of this Agreement and the performance by it of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary partnership action on the part of Seller. This Agreement has been duly executed and delivered by Seller and, assuming the due execution and delivery of this Agreement by the Purchasers constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with its terms. 2.2 Consents and Approvals. No consent, approval, waiver, order, or authorization of, or registration, declaration, or filing with, or notice to, any federal, state, or foreign governmental agency, authority, or body or any instrumentality or political subdivision thereof is required to be obtained or made by Seller in connection with the execution and delivery of this Agreement by Seller, the performance by Seller of the transactions contemplated hereby to be performed by it, or the consummation of the transactions contemplated hereby. 2.3 Title to Preferred Stock. Seller is the beneficial owner of, and has good title to, the Purchased Shares free and clear of all Liens, other than restrictions on transfer imposed by applicable securities laws. 2.4 Stated Value. The Stated Value Per Share (as such term is defined in the Certificate of Designations, Preferences and Rights of the Preferred Stock) of each Purchased Share as of September 30, 2002 is $3.797591784, and, accordingly, the Purchased Shares are 2 currently convertible by their terms into an aggregate of 2,000,000.63 shares of the Company's common stock. The dividends payable with respect to the Purchased Shares on June 30, 2002 and September 30, 2002 were paid in cash by the Company. 2.5 No Reliance upon the Purchasers. Seller is proceeding with the transactions contemplated hereby on the assumption that the Purchasers may be in possession of material, non-public information concerning the Company and its direct and indirect subsidiaries (the "Purchaser Information") that is not or may not be known to Seller and that the Purchasers have not disclosed to Seller; (ii) Seller is voluntarily assuming all risks associated with the sale of the Purchased Shares and expressly warrants and represents that (x) except as expressly set forth in Article III hereof the Purchasers have not made, and Seller disclaims the existence of or its reliance on, any representation by any of the Purchasers or any of their respective affiliates or representatives concerning the Company or the Purchased Shares and (y) it is not relying on any disclosure or non-disclosure made or not made, or the completeness thereof, in connection with or arising out of the purchase of the Purchased Shares, and therefore has no claim against any Purchaser with respect thereto; (iii) if any such claim may exist, Seller, recognizing its disclaimer of reliance and each Purchaser's reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against any Purchaser or any of its affiliates or any of its or their respective officers, directors, shareholders, partners, representatives or agents; and (iv) no Purchaser shall have any liability, and Seller waives and releases any claim that it might have against any Purchaser or its affiliates or any of its or their respective officers, directors, shareholders, partners, representatives or agents, whether under applicable securities law or otherwise, based on any Purchaser's knowledge, possession or nondisclosure to Seller of the Purchaser Information. 2.6 No Other Representations. The representations and warranties of Seller contained in this Article II constitute the sole and exclusive representations and warranties of Seller to the Purchasers in connection with this Agreement and the transactions contemplated hereby, and each Purchaser acknowledges that all other representations and warranties are expressly disclaimed and may not be relied upon or serve as a basis for a claim against Seller. ARTICLE III Representations and Warranties of the Purchasers The Purchasers hereby represent and warrant to Seller as follows: 3.1 Authorization. Each Purchaser has the requisite corporate power to execute and deliver this Agreement and to perform the transactions contemplated hereby to be performed by it. The execution and delivery by each Purchaser of this Agreement and the performance by it of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary statutory corporate action on the part of such Purchaser. This Agreement has been duly executed and delivered by each Purchaser and, assuming the due execution and delivery of this Agreement by Seller, constitutes a valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms. 3 3.2 Securities Law Matters. Each Purchaser: (a) is an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act")) and/or a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act); (b) has sufficient knowledge and experience in investment transactions of the type contemplated hereby to evaluate the merits and risks of an investment in the Preferred Stock and is able to bear the risk of loss of its entire investment in the Preferred Stock; (c) is aware that an investment in the Preferred Stock is highly speculative and that there can be no assurance as to what return, if any, there might be; (d) is purchasing Purchased Shares despite having had extremely limited or no opportunity to ask questions and receive answers from Seller or its representatives or from the Company or its representatives, or to conduct a diligence review of the Company or its business, prospects or financial condition, other than its ability to review information that is publicly available about the Company, but has nevertheless freely determined to purchase Purchased Shares as contemplated hereby and has independently, and without reliance on Seller, and based upon such information as such Purchaser deemed appropriate, made its own analysis of the Company and its respective future financial performance and prospects and the value of the Preferred Stock; (e) has consulted with or has had an opportunity to consult with its legal and tax advisors in respect of the terms of and an investment in the Preferred Stock; (f) is acquiring Purchased Shares for its own account solely for investment purposes and not with a view to the distribution thereof, without prejudice, however to its rights to sell or otherwise dispose of all or any part of the Purchased Shares under an effective registration statement under the Securities Act and applicable state securities laws, or pursuant to an exemption from such registration available under the Securities Act and applicable state securities laws; (g) understands and acknowledges that the Purchased Shares are "restricted" securities and may not be sold, transferred, or otherwise disposed of, except pursuant to an effective registration statement in respect of the Purchased Shares or pursuant to an exemption from the registration requirements of the Securities Act; (h) understands and acknowledges that Seller is not making any representation or warranty as to the value or liquidity of the Preferred Stock or the business, condition (financial or otherwise), or prospects of the Company; (i) is proceeding with the transactions contemplated hereby on the assumption that Seller may be in possession of material, non-public information concerning the Company and its direct and indirect subsidiaries (the "Seller Information") that is not or may not be known to such Purchaser and that Seller has not 4 disclosed to such Purchaser; (ii) such Purchaser is voluntarily assuming all risks associated with the purchase of the Purchased Shares and expressly warrants and represents that (x) except as expressly set forth in Article II hereof, Seller has not made, and such Purchaser disclaims the existence of or its reliance on, any representation by Seller or its affiliates or representatives concerning the Company or the Purchased Shares and (y) it is not relying on any disclosure or non-disclosure made or not made, or the completeness thereof, in connection with or arising out of the purchase of the Purchased Shares, and therefore has no claim against Seller with respect thereto; (iii) if any such claim may exist, such Purchaser, recognizing its disclaimer of reliance and Seller's reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against Seller or any of its affiliates or any of its or their respective officers, directors, shareholders, partners, representatives or agents; and (iv) Seller shall have no liability, and such Purchaser waives and releases any claim that it might have against Seller or its affiliates or any of its or their respective officers, directors, shareholders, partners, representatives or agents, whether under applicable securities law or otherwise, based on Seller's knowledge, possession or nondisclosure to such Purchaser of the Seller Information; and (j) understands and acknowledges that Seller is relying on the representations set forth in this Section 3.2 as a condition to entering into the transactions contemplated hereby and that the Company is relying on such representations and warranties as a condition to registering the transfer of the Purchased Shares on its books and records. 3.3 No Other Representations. The representations and warranties of the Purchasers contained in this Article III constitute the sole and exclusive representations and warranties of the Purchasers to Seller in connection with this Agreement and the transactions contemplated hereby, and Seller acknowledges that all other representations and warranties are expressly disclaimed and may not be relied upon or serve as a basis for a claim against any Purchaser. ARTICLE IV Agreements of the Company The Company hereby makes the following agreements and confirmations with the understanding and acknowledgement that the Purchasers are relying on such agreements and confirmations as a condition to purchasing the Purchased Shares from Seller: 4.1. Consent to Transfer. The Company hereby consents to the assignment of Seller's right, title and interest to and under the Registration Rights Agreement to the Purchasers solely with respect to the Purchased Shares being purchased by each Purchaser in accordance with Section 2.4(a) thereof and, at the Closing, agrees to execute a Joinder Agreement with each Purchaser to reflect the same. 4.2 Stated Value. The Company acknowledges and confirms to the Purchasers that the Stated Value Per Share as of September 30, 2002 is $3.797591784, and, accordingly, the Purchased Shares are currently convertible by their terms into an aggregate of 2,000,000.63 shares of the Company's common stock. The dividends payable on the Preferred Stock on each of June 30, 2002 and September 30, 2002 were paid in cash. 5 4.3 Shelf Registration Statement. Concurrently with the Closing, the Company will file with the Securities and Exchange Commission a prospectus supplement (the "Prospectus Supplement"), pursuant to Rule 424(b) under the Securities Act, to the prospectus (the "Resale Prospectus") included in the Registration Statement on Form S-3 (Registration No. 333-60688) relating to, among other things, the potential resale of shares of the Company's common stock underlying the Preferred Stock to reflect the consummation of the transactions contemplated hereby, including to amend the selling shareholder table included in the Resale Prospectus to (i) include therein the Purchasers with respect to the shares of common stock of the Company issuable upon conversion of the Purchased Shares being purchased by each Purchaser hereunder and (ii) appropriately decrease the number of shares of the Company's common stock available for sale thereunder by Seller as a result of the consummation of the transactions contemplated hereto. Each of Seller and the Purchasers agree to provide the Company any information (including information required under Rule 507 of Regulation S-K) that it may request so that it can file the Prospectus Supplement as soon as practicable after the date hereof, and the Company agrees to use its reasonable best efforts to complete and file the Prospectus Supplement as soon as practicable after the date hereof. ARTICLE V Conditions to Closing 5.1 Conditions Precedent to Seller's Obligations. The obligation of Seller to consummate the sale of the Purchased Shares to the Purchasers as contemplated hereby at the Closing is subject to the satisfaction or waiver by Seller of the following conditions: (a) Accuracy of Representations and Warranties. The representations and warranties of each Purchaser contained herein shall be true and correct on and as of the Closing Date with the same force and effect as though the same had been made on and as of the Closing Date other than such representations and warranties that specifically relate to an earlier date (which need only be true and correct as of such date). The provisions of this Section 5.1(a) shall be self executing, and each Purchaser, by having closed the sale of the Purchased Shares hereunder, shall be deemed to have conclusively certified on and as of the Closing Date that such representations and warranties were true and correct on and as of the Closing Date. (b) Performance of Covenants. Each Purchaser shall have performed and complied, in all material respects, with the covenants and provisions of this Agreement required to be performed or complied with by it between the date hereof and the Closing Date. 5.2 Conditions Precedent to the Purchasers' Obligations. The obligation of each Purchaser to consummate the purchase of the Purchased Shares from Seller as contemplated hereby at the Closing is subject to the satisfaction or waiver by each Purchaser of the following conditions: (a) Accuracy of Representations and Warranties. The representations and warranties of Seller contained herein shall be true and correct on and as of the Closing Date with the same force and effect as though the same had been made on and as of the 6 Closing Date other than such representations and warranties that specifically relate to an earlier date (which need only be true and correct as of such date). The provisions of this Section 5.2(a) shall be self executing, and Seller, by having closed the sale of the Purchased Shares hereunder, shall be deemed to have conclusively certified on and as of the Closing Date that such representations and warranties were true and correct on and as of the Closing Date. (b) Performance of Covenants. Seller shall have performed and complied in all material respects with all covenants and provisions of this Agreement required to be performed or complied with by it between the date hereof and the Closing Date. (c) Prospectus Supplement. The Company shall have filed the Prospectus Supplement in accordance with Section 4.3 hereof. ARTICLE VI Termination 6.1 Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date: (a) by the written agreement of the Purchasers and Seller; and (b) by either Seller or the Purchasers, at any time after 6:00 p.m. (New York City time) on Friday, November 15, 2002, if the Closing shall not have occurred on or prior to such time; provided, however, that the right to terminate this Agreement under this Section 6.1(b) shall not be available to any party whose breach of, or failure to fulfill any obligation under, this Agreement was the cause of or resulted in the failure of the Closing to occur on or before such date. 6.2 Effect of Termination. Upon the termination of this Agreement pursuant to Section 6.1, this Agreement shall become null and void and of no further force and effect and all obligations of the parties hereto shall terminate and there shall be no liability or obligation of any party hereto; provided, however, that nothing herein shall relieve any party hereto from liability for its default under or breach of any representation, warranty, covenant, or agreement under this Agreement prior to such termination. ARTICLE VII Miscellaneous 7.1 Counterparts. This Agreement may be executed in multiple counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. 7.2 Entire Agreement. This Agreement (including the Schedule and Exhibit attached hereto) constitutes the entire agreement of the parties hereto in respect of the subject matter hereof, and supersedes all prior agreements or understandings among the parties hereto in respect of the subject matter hereof. 7 7.3 Further Assurances. Each party hereto shall execute and deliver all such further and additional instruments and agreements and shall take such further and additional actions, as may be reasonably requested by any other party in order to evidence or carry out the provisions of this Agreement or to consummate the transactions contemplated hereby. 7.4 Governing Law; Jurisdiction; Venue. This Agreement shall be enforced, governed, and construed in all respects in accordance with the laws of the State of New York applicable to contracts made and performed in such State, without regard to its conflicts of law provisions. ANY ACTION, SUIT, OR PROCEEDING SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY MATTER ARISING OUT OF OR RELATING TO, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY CAN BE BROUGHT EXCLUSIVELY IN FEDERAL COURT SITTING IN THE SOUTHERN DISTRICT OF NEW YORK OR, IF SUCH COURT DOES NOT HAVE JURISDICTION, ANY DISTRICT COURT SITTING IN THE BOROUGH OF MANHATTAN, THE COUNTY OF NEW YORK, NEW YORK, AND EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH ACTION, SUIT, OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH ACTION, SUIT, OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH ACTION, SUIT, OR PROCEEDING THAT IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 7.5 Notices. Any notice, request, demand, or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand delivery, mail (first class, certified mail, postage prepaid), facsimile, or overnight courier if to any party hereto, at the address or facsimile number set forth below such party's name on the signature pages hereto or to such other address or facsimile number as such party shall have last designated by notice to the other parties hereto in accordance with this Section 7.5. Notices sent by hand delivery shall be deemed to have been given when received or delivery is refused; notices mailed in accordance with this Section 7.5 shall be deemed to have been given three days after the date so mailed; notices sent by facsimile shall be deemed to have been given when electronically confirmed; and notices sent by overnight courier shall be deemed to have been given on the next business day after the date so sent. 7.6 Public Statements. Each of Seller, the Purchasers and the Company shall consult with each other before issuing any press release or making any public statement in respect of this Agreement or the transactions contemplated hereby and, except for any press release, public statement or filing with any regulatory authority the making of which is required by applicable law, will not issue any such press release or make any such public statement prior to such consultation. 7.7 No Recourse. Notwithstanding any other provision of this Agreement to the contrary, no Purchaser nor any person acting on its behalf may not assert any claim or cause of action against any controlling person, officer, director, partner, agent, employee, or other representative of Seller in connection with, arising out of, or relating to this Agreement or the transactions contemplated hereby. 7.8 Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held by a court of competent jurisdiction to be 8 invalid, illegal, or unenforceable under the applicable law of any jurisdiction, (i) the remainder of this Agreement or the application of such provision to other persons or circumstances or in other jurisdictions shall not be affected thereby, and (ii) such invalid, illegal, or unenforceable provision shall not affect the validity or enforceability of any other provision of this Agreement. 7.9 Successors and Assigns. Except as otherwise expressly provided herein, (i) this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, and (ii) nothing express or implied in this Agreement, is intended or shall be construed to confer upon or give any person other than the parties hereto and their respective successors and permitted assigns any right, benefit, or remedy under or by reason of this Agreement. 7.10 WAIVER OF TRIAL BY JURY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO, HEREBY WAIVES ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 7.11 Amendments. This Agreement may be amended, modified or supplemented only pursuant to a written instrument making specific reference to this Agreement and signed by each of the parties hereto. * * * * * [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 9 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. SELLER: SPECIALTY FINANCE PARTNERS By: Capital Z Partners, Ltd. its ultimate General Partner By: -------------------------------- Name: Title: Address for Notices: Specialty Finance Partners 54 Thompson Street New York, New York 10012 Attn: David A. Spuria Facsimile No.: 212-965-2433 [Signature page to this Securities Purchase Agreement, dated as of November 11, 2002, by and among Specialty Finance Partners and the purchasers signatory hereto]. PURCHASERS FIDELITY NATIONAL TITLE COMPANY By: -------------------------------------- Name: Title: FIDELITY NATIONAL TITLE INSURANCE COMPANY By: -------------------------------------- Name: Title: CHICAGO TITLE INSURANCE COMPANY OF OREGON By: -------------------------------------- Name: Title: Address for Notices: Fidelity National Financial, Inc. 4050 Calle Real, Suite 220 Santa Barbara, CA 93110-3413 Facsimile: (805) 696-7374 Attention: General Counsel [Signature page to this Securities Purchase Agreement, dated as of November 11, 2002, by and among Specialty Finance Partners and the purchasers signatory hereto]. Agreed to as of the date first written above with respect to Section 1.3(iii), the second sentence of Section 1.3, Article IV and Article VII above only LENDINGTREE, INC. By: -------------------------------- Name: Title: Address for Notices: LendingTree, Inc. 11115 Rushmore Drive Charlotte, NC 28277 Attn: General Counsel Facsimile No.: 704-541-1824 [Signature page to this Securities Purchase Agreement, dated as of November 11, 2002, by and among Specialty Finance Partners and the purchasers signatory hereto]. SCHEDULE I PREFERRED STOCK BEING PURCHASED BY PURCHASERS
- -------------------------------------------------------------------------------------------------- NO. OF COMMON SHARES CURRENTLY NO. OF PURCHASED UNDERLYING PREFERRED NAME SHARES SHARES* PURCHASE PRICE - -------------------------------------------------------------------------------------------------- FIDELITY NATIONAL TITLE 837,842 909,080.54 $10,045,339.98 COMPANY - -------------------------------------------------------------------------------------------------- FIDELITY NATIONAL TITLE 795,963 863,640.73 $ 9,543,230.05 INSURANCE COMPANY - -------------------------------------------------------------------------------------------------- CHICAGO TITLE INSURANCE 209,469 227,279.36 $ 2,511,436.91 COMPANY OF OREGON - -------------------------------------------------------------------------------------------------- TOTAL 1,843,274 2,000,000.63 $22,100,006.94 - --------------------------------------------------------------------------------------------------
- ---------- * Based on a 1.085026224 conversion ratio, which is based on a Stated Value Per Share of Preferred Stock equal to 3.797591784 EXHIBIT A JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT Reference is hereby made to that certain Registration Rights Agreement, dated as of March 7, 2001, among LendingTree, Inc., a Delaware corporation (the "Company"), and the investors named therein (as amended and in effect from time to time, the "Registration Rights Agreement"). Each of the undersigned hereby joins and agrees to be a party to and a "Holder" under the Registration Rights Agreement with respect to a number of shares of Series A Preferred Stock (as defined in the Registration Rights Agreement) set forth below such persons' signature below, subject to all of the rights and obligations applicable to a Holder thereunder. This Joinder Agreement shall take effect and shall become a part of the Registration Rights Agreement immediately upon the execution and delivery hereof. [Signatures appear on the following page] IN WITNESS WHEREOF, this Joinder Agreement has been duly executed and delivered by each of the undersigned as of November ___, 2002. FIDELITY NATIONAL TITLE COMPANY By: --------------------------------------- Name: Title: No. of shares of Series A Preferred Stock: 837,842 FIDELITY NATIONAL TITLE INSURANCE COMPANY By: --------------------------------------- Name: Title: No. of shares of Series A Preferred Stock: 795,963 CHICAGO TITLE INSURANCE COMPANY OF OREGON By: --------------------------------------- Name: Title: No. of shares of Series A Preferred Stock: 209,469 Address for Notices: Fidelity National Financial, Inc. 4050 Calle Real, Suite 220 Santa Barbars, CA 93110-3413 Facsimile: (805) 696-7374 Attention: General Counsel AGREED AND ACCEPTED: LENDINGTREE, INC By: -------------------------------- Name: ------------------------------ Title: ----------------------------- EX-99.2 4 a86114exv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT Reference is hereby made to that certain Registration Rights Agreement, dated as of March 7, 2001, among LendingTree, Inc., a Delaware corporation (the "Company"), and the investors named therein (as amended and in effect from time to time, the "Registration Rights Agreement"). Each of the undersigned hereby joins and agrees to be a party to and a "Holder" under the Registration Rights Agreement with respect to a number of shares of Series A Preferred Stock (as defined in the Registration Rights Agreement) set forth below such persons' signature below, subject to all of the rights and obligations applicable to a Holder thereunder. This Joinder Agreement shall take effect and shall become a part of the Registration Rights Agreement immediately upon the execution and delivery hereof. [Signatures appear on the following page] IN WITNESS WHEREOF, this Joinder Agreement has been duly executed and delivered by each of the undersigned as of November 11, 2002. FIDELITY NATIONAL TITLE COMPANY By: -------------------------------------- Name: Title: No. of shares of Series A Preferred Stock: 837,842 FIDELITY NATIONAL TITLE INSURANCE COMPANY By: -------------------------------------- Name: Title: No. of shares of Series A Preferred Stock: 795,963 CHICAGO TITLE INSURANCE COMPANY OF OREGON By: -------------------------------------- Name: Title: No. of shares of Series A Preferred Stock: 209,469 Address for Notices: Fidelity National Financial, Inc. 4050 Calle Real, Suite 220 Santa Barbars, CA 93110-3413 Facsimile: (805) 696-7374 Attention: General Counsel AGREED AND ACCEPTED: LENDINGTREE, INC By: ----------------------------- Name: ----------------------------- Title: ----------------------------- -----END PRIVACY-ENHANCED MESSAGE-----



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Fidelity National Financial, Inc. 86-0498599; Chicago Title Insurance Company 36-0906930; Fidelity National Title Company 95-3283219; Fidelity National Title Insurance Company 86-0417131; Chicago Title Insurance Company of Oregon 93-0585470

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS* WC; AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 3,582,567.63 (1)

		8	SHARED VOTING POWER -0-

		9	SOLE DISPOSITIVE POWER 3,582,567.63 (1)

		10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Fidelity National Financial, Inc. and Chicago Title Insurance Company — 1,582,567 shares; Fidelity National Title Company — 909,080.54 shares (1); Fidelity National Title Insurance Company — 863,640.73 shares (1); Chicago Title Insurance Company of Oregon — 227,279.36 shares (1)

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (See Instructions)			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 Approximately 14.7% (2)

(1)		An aggregate of 1,843,274 shares of LendingTree’s Series A 8% Convertible Preferred Stock were purchased on November 12, 2002. As of September 30, 2002, each share of such preferred stock was convertible into 1.085026224 shares of LendingTree’s common stock. The share amounts above have been adjusted pursuant to such rate of conversion. See Item 5 below.

(2)		Percentage amount is based on 22,331,571 shares of LendingTree common stock outstanding as of November 11, 2002, as disclosed in the filing by LendingTree pursuant to Rule 424(b)(3) on November 12, 2002, and is calculated in accordance with Rule 13d-3(d) under the Securities Exchange Act of 1934, as amended.


Exhibit
Number		Description

99.1		Securities Purchase Agreement, dated as of November 11, 2002, by and among Fidelity National Title Company, Fidelity National Title Insurance Company, Chicago Title Insurance Company of Oregon and Specialty Finance Partners.
99.2		Joinder Agreement to Registration Rights Agreement, dated as of November 11, 2002, by and among Fidelity National Title Company, Fidelity National Title Insurance Company, Chicago Title Insurance Company of Oregon and LendingTree, Inc.
99.3		Registration Rights Agreement, dated as of March 7, 2001, by and among LendingTree, Inc. and the signatories listed therein (incorporated by reference to LendingTree, Inc.’s Annual Report on Form 10-K for its fiscal year ended December 31, 2000 (File No. 000-29215)).


Date: November 21, 2002	FIDELITY NATIONAL FINANCIAL, INC.

	By:	/s/ MARLAN WALKER
		Marlan Walker Executive Vice President


Date: November 21, 2002	CHICAGO TITLE INSURANCE COMPANY

	By:	/s/ MARLAN WALKER
		Marlan Walker Executive Vice President


Date: November 21, 2002	FIDELITY NATIONAL TITLE COMPANY

	By:	/s/ MARLAN WALKER
		Marlan Walker Executive Vice President


		Amount of LendingTree Common
Name	Title	Stock Beneficially Owned

William P. Foley, II	Chairman of the Board and Chief Executive Officer		0
Frank P. Willey	Vice Chairman of the Board		0
Patrick F. Stone	Director and President		0
John J. Burns, Jr.	Director		0
John F. Farrell, Jr.	Director		0
Philip G. Heasley	Director		0
William A. Imparato	Director		0
Daniel D. (Ron) Lane	Director		0
General William Lyon	Director		0
J. Thomas Talbot	Director		0
Cary H. Thompson	Director		0
Terry Christensen	Director		0
Alan L. Stinson	Executive Vice President, Chief Financial Officer		0