-----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, PQYylbaPsnwChewKPrDiex4WPpjEQxJPb8x6GWhceXXy5mnrbep1r4btU8H0CPnO rhAoBKhEivdC5jEZMCufhA== 0000950172-01-000401.txt : 20010409 0000950172-01-000401.hdr.sgml : 20010409 ACCESSION NUMBER: 0000950172-01-000401 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010402 GROUP MEMBERS: DOUGLAS R. LEBDA & TARA G. LEBDA JT TEN WROS GROUP MEMBERS: FBO W. JAMES TOZER, JR. IRA DELAWARE CHARTER GROUP MEMBERS: GE CAPITAL MORTGAGE CORPORATION GROUP MEMBERS: GE CAPITAL RESIDENTIAL CONNECTIONS CORPORATION GROUP MEMBERS: GE FINANCIAL ASSURANCE HOLDINGS, INC. GROUP MEMBERS: GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORPORATION GROUP MEMBERS: GENERAL ELECTRIC CAPITAL SERVICES, INC. GROUP MEMBERS: GENERAL ELECTRIC COMPANY GROUP MEMBERS: GNA CORPORATION GROUP MEMBERS: GUARANTEE & TRUST CO. TRUSTEE GROUP MEMBERS: KEITH B. AND ANN M. HALL GROUP MEMBERS: KEITH B. HALL GROUP MEMBERS: LEBDA DOUGLAS R GROUP MEMBERS: ON BEHALF OF ITS SEPARATE ACCOUNT P GROUP MEMBERS: PRUDENTIAL SECURITIES C/F KEITH B. HALL--IRA ROLLOVER GROUP MEMBERS: RICHARD D. FIELD GROUP MEMBERS: THE LEBDA FAMILY 1999 IRREVOCABLE TRUST GROUP MEMBERS: THE UNION LABOR LIFE INSURANCE COMPANY GROUP MEMBERS: THEODORE W. KHEEL GROUP MEMBERS: W. JAMES TOZER, JR. 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: SEC FILE NUMBER: 005-59703 FILM NUMBER: 1592335 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: LEBDA DOUGLAS R CENTRAL INDEX KEY: 0001107090 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6701 CARMEL RD STREET 2: SUITE 205 CITY: CHARLOTTE STATE: NC ZIP: 28226 MAIL ADDRESS: STREET 1: 6701 CARMEL RD STREET 2: SUITE 205 CITY: CHARLOTTE STATE: NC ZIP: 28226 SC 13D/A 1 0001.txt SCHEDULE 13D - AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (RULE 13D-101) AMENDMENT NO. 1 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) LendingTree, Inc. ------------------- (Name of Issuer) Common Stock ------------- (Title of Class of Securities) 526020-10-5 ------------ (CUSIP Number) Douglas R. Lebda c/o LendingTree, Inc. 11115 Rushmore Drive Charlotte, North Carolina 28277 (704) 641-5351 (Name, Address and Telephone Number of Person ------------------------------------------------- Authorized to Receive Notices and Communications) Copy to: David Goldschmidt, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, N.Y. 10036 (212) 735-3000 March 20, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 52602Q105 13D - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Union Labor Life Insurance Company on behalf of its Separate Account P (13-1423090) - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [ X ] (b) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS - ------------------------------------------------------------------------------ Not Applicable - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 15,997,032* OWNED BY EACH ----------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER 2,271,604 PERSON WITH ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,997,032 - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.3% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IC; OO - ------------------------------------------------------------------------------ * Includes shares that may be deemed beneficially owned as a result of the Voting Agreement (described in Item 5 below) CUSIP NO. 52602Q105 13D - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Douglas R. Lebda - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [X ] (b) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 15,749,860* REPORTING ----------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0** ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,837,172 - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.3% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------ * Includes shares that may be deemed beneficially owned as a result of the Voting Agreement (described in Item 5 below) ** All the shares of Common Stock beneficially owned by Mr. Lebda have been pledged to the Company, pursuant to a pledge agreement (described in Item 6 below). CUSIP NO. 52602Q105 13D - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Douglas R. Lebda & Tara G. Lebda Jt Ten WROS - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [ X ] (b) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 15,749,860* REPORTING ----------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0** ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,837,172 - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.3% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN.OO - ------------------------------------------------------------------------------ * Includes shares that may be deemed beneficially owned as a result of the Voting Agreement (described in Item 5 below) ** The 589,280 shares held by Douglas R. Lebda of Tara G. Lebda JT Ten WROS are pledged to the Company (described in Item 6 below). CUSIP NO. 52602Q105 13D - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Lebda Family 1999 Irrevocable Trust - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [ X ] (b) - ------------------------------------------------------------------------------ 3 SEC USE ONLY Not applicable - ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF ----------------------------------------------------- SHARES 8 SHARED VOTING POWER 15,749,860* BENEFICIALLY ----------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0** REPORTING ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,837,172 - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.3% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------ * Includes shares that may be deemed beneficially owned as a result of the Voting Agreement (described in Item 5 below) ** The 88,900 shares held by The Lebda Family 1999 Irrevocable Trust are pledged to the Company (described in Item 6 below). CUSIP NO. 52602Q105 13D - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) W. James Tozer, Jr. - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [X ] (b) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF ----------------------------------------------------- SHARES 8 SHARED VOTING POWER 15,576,032* BENEFICIALLY ----------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER 676,443** REPORTING ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,582,570 - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.7% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON 00 - ------------------------------------------------------------------------------ * Includes shares that may be deemed beneficially owned as a result of the Voting Agreement (described in Item 5 below) ** 225,000 shares of Common Stock held by Mr. Tozer are pledged pursuant to a pledge agreement (described in Item 6 below). CUSIP NO. 52602Q105 13D - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FBO W. James Tozer, Jr. IRA Delaware Charter Guarantee & Trust Co. Trustee (13-1423090) - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [X ] (b) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER Disclaimed NUMBER OF ----------------------------------------------------- SHARES 8 SHARED VOTING POWER Disclaimed BENEFICIALLY ----------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER Disclaimed REPORTING ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER Disclaimed - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Disclaimed - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Not applicable (see 11 above) - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IC; 00 - ------------------------------------------------------------------------------ * Includes shares that may be deemed beneficially owned as a result of the Voting Agreement (described in Item 5 below) CUSIP NO. 52602Q105 13D - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Richard D. Field - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [X ] (b) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF ---------------------------------------------------- SHARES 8 SHARED VOTING POWER 16,099,339* BENEFICIALLY ---------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,070,682 REPORTING ---------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,099,339 - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.4% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------ * Includes shares that may be deemed beneficially owned as a result of the Voting Agreement (described in Item 5 below) CUSIP NO. 52602Q105 13D - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Theodore W. Kheel - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [X ] (b) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF ----------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 15,718,889* OWNED BY EACH ----------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 213,413 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,718,889 - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.9% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------ * Includes shares that may be deemed beneficially owned as a result of the Voting Agreement (described in Item 5 below) CUSIP NO. 52602Q105 13D - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Keith B. Hall - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [ X ] (b) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF ----------------------------------------------------- SHARES 8 SHARED VOTING POWER 15,617,945* BENEFICIALLY ----------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER 119,340** REPORTING ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,617,945 - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.8% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------ * Includes shares that may be deemed beneficially owned as a result of the Voting Agreement (described in Item 5 below) ** 12,260 the shares of Common Stock beneficially owned by Mr. Hall have been pledged to the Company, pursuant to a pledge agreement (described in Item 6 below). CUSIP NO. 52602Q105 13D - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Prudential Securities C/F Keith B. Hall-- IRA Rollover (13-1423090) - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [X ] (b) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER Disclaimed NUMBER OF ----------------------------------------------------- SHARES 8 SHARED VOTING POWER Disclaimed BENEFICIALLY ----------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER Disclaimed REPORTING ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER Disclaimed - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Disclaimed - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Not applicable (see 11 above) - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IC; OO - ------------------------------------------------------------------------------ * Includes shares that may be deemed beneficially owned as a result of the Voting Agreement (described in Item 5 below) CUSIP NO. 52602Q105 13D - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Keith B. and Ann M. Hall - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [X ] (b) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF ----------------------------------------------------- SHARES 8 SHARED VOTING POWER 15,617,945* BENEFICIALLY ----------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER 13,756 REPORTING ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,617,945 - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.8% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN; OO - ------------------------------------------------------------------------------ * Includes shares that may be deemed beneficially owned as a result of the Voting Agreement (described in Item 5 below) CUSIP NO. 52602Q105 13D - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GE Capital Residential Connections Corporation (56-1661562) - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [X ] (b) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF ----------------------------------------------------- SHARES 8 SHARED VOTING POWER 15,576,032* BENEFICIALLY ----------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,266,053 REPORTING ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,576,032 - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.7% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ * Includes shares that may be deemed beneficially owned as a result of the Voting Agreement (described in Item 5 below) CUSIP NO. 52602Q105 13D - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GE Capital Mortgage Corporation 06-1075848 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [X ] (b) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF ----------------------------------------------------- SHARES 8 SHARED VOTING POWER 15,576,032* BENEFICIALLY ----------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,266,053 REPORTING ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,576,032 - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.7% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ * Includes shares that may be deemed beneficially owned as a result of the Voting Agreement (described in Item 5 below) CUSIP NO. 52602Q105 13D - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) General Electric Capital Assurance Company 91-6027719 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [ X ] (b) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 316,514 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 15,576,032* REPORTING ----------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 316,514 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,576,032 - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.7% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ * Includes shares that may be deemed beneficially owned as a result of the Voting Agreement (described in Item 5 below) CUSIP NO. 52602Q105 13D - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GNA Corporation 91-1277112 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [X ] (b) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Washington - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF Disclaimed (see 11 below) SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH Disclaimed (see 11 below) REPORTING ----------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER Disclaimed (see 11 below) ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER Disclaimed (see 11 below) - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares is disclaimed by GNA Corporation. - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Not applicable (see above) - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO; IC - ------------------------------------------------------------------------------ * Includes shares that may be deemed beneficially owned as a result of the Voting Agreement (described in Item 5 below) CUSIP NO. 52602Q105 13D - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GE Financial Assurance Holdings, Inc. 54-1829180 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [ X ] (b) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF Disclaimed (see 11 below) SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH Disclaimed (see 11 below) REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER Disclaimed (see 11 below) ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER Disclaimed (see 11 below) - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares is disclaimed by GE Financial Assurance Holdings, Inc. - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Not applicable (see 11 above) - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO; IC - ------------------------------------------------------------------------------ * Includes shares that may be deemed beneficially owned as a result of the Voting Agreement (described in Item 5 below) CUSIP NO. 52602Q105 13D - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) General Electric Capital Corporation 13-1500700 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [X ] (b) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 15,576,032* REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,266,053 (includes all shares beneficially owned by GE Capital Mortgage Corporation) - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,576,032 - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.7% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ * Includes shares that may be deemed beneficially owned as a result of the Voting Agreement (described in Item 5 below) CUSIP NO. 52602Q105 13D - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) General Electric Capital Services, Inc. 06-1109503 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [ X ] (b) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF Disclaimed (see 11 below) SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH Disclaimed (see 11 below) REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER Disclaimed (see 11 below) ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER Disclaimed (see 11 below) - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares is disclaimed by General Electric Capital Services, Inc. - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Not applicable (see 11 above) - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ CUSIP NO. 52602Q105 13D - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) General Electric Company 14-0689340 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [ X ] (b) - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS Not applicable - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF SHARES Disclaimed (see 11 below) BENEFICIALLY ----------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH Disclaimed (see 11 below) ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER Disclaimed (see 11 below) ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER Disclaimed (see 11 below) - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares is disclaimed by General Electric Company. - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Not applicable (see 11 above) - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO; HC - ------------------------------------------------------------------------------ SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, $0.01 par value per share (the "Common Stock"), and the Series A 8% Convertible Preferred Stock, $0.01 par value per share (the "Series A Preferred Stock"), of LendingTree, Inc. (the "Company"). The address of the principal executive office of the Company is 11115 Rushmore Drive, Charlotte, NC 28277 ITEM 2. IDENTITY AND BACKGROUND. a. Name of Person(s) Filing this Statement jointly (the "Filing Parties"): (1) The Union Labor Life Insurance Company on behalf of its separate Account P, 111 Massachusetts Avenue, NW Washington, D.C. 20001 ("ULLICO"); (2) Douglas R. Lebda c/o LendingTree, Inc., 11115 Rushmore Drive, Charlotte, NC 28277, on behalf of himself and Douglas R. Lebda & Tara G. Lebda Jt Ten WROS, and The Lebda Family 1999 Irrevocable Trust; (3) W. James Tozer, Jr., 1112 Park Avenue, New York, N.Y. 10128; (4) FBO W. James Tozer, Jr. IRA Delaware Charter Guarantee & Trust Co. Trustee, ABN Amro Inc. 208 South LaSalle St. 3rd Floor, Chicago, IL 60604 (attn: Steve Fitzgerald); (5) Richard D. Field, 49 Locust Ave., Suite 104, New Canaan, CT 06840; (6) Theodore W. Kheel, 75 East 55th Street-5th Floor, New York, NY 10022; (7) Keith B. Hall c/o LendingTree, Inc., 11115 Rushmore Drive, Charlotte, NC 28277, on behalf of himself and Prudential Securities C/F Keith B. Hall - IRA Rollover; and Keith B. and Ann M. Hall; (8) GE Capital Residential Connections Corporation ("GECRCC"), 6601 Six Forks Road, Raleigh, NC 27615; on behalf of itself and for; (i) GE Capital Mortgage Corporation ("GECMC"); (ii) General Electric Capital Corporation ("GE Capital"); (iii) General Electric Capital Services ("GECS"); and (iv) General Electric Company ("GE"), (collectively, the "GECRCC Persons"). (9) General Electric Capital Assurance Company ("GECA"), 6604 West Broad Street, Richmond, VA 23230;on behalf of itself and for, (i) GNA Corp.; (ii) GE Financial Assurance Holdings, Inc. ("GEFA"); (iii) GE Capital; (iv) GECS; and (v) GE, (collectively, the "GECA Persons"). - ----------------------- (1) ULLICO is an insurance company incorporated in Maryland and maintains its executive offices at 111 Massachusetts Avenue, NW Washington, D.C. 20001. For information with respect to the identity and background of each executive officer and director of ULLICO, see Schedule IX attached hereto. (2) Douglas Lebda is the founder and chief executive officer of LendingTree. Mr. Lebda has a joint tenant account with his wife Tara G. Lebda and is a donor to the Lebda Family 1999 Irrevocable Trust. Mr. Lebda is a citizen of the United States of America. (3) W. James Tozer, Jr., is a director of LendingTree and is a managing director of Vectra Management Group. His principal address is 1112 Park Avenue, N.Y., N.Y., 10128. Mr. Tozer is a citizen of the United States. (4) FBO W. James Tozer, Jr. IRA Delaware Charter Guarantee & Trust Co. Trustee, ABN Amro Inc., is an IRA FBO account for W. James Tozer, Jr. The Trust's power of attorney is ABN AMRO Inc. 208 South LaSalle St. 3rd Floor, Chicago, IL 60604 (attn: Steve Fitzgerald). (5) Richard Field is a director of LendingTree, with his principal address at 49 Locust Ave., Suite 104, New Canaan, CT, 06840. Mr. Field is a citizen of the United States. (6) Theodore Kheel is of counsel to Paul, Hastings, Janofsky & Walker LLP and the president of the Task Foundation, a not-for-profit private foundation, with its principal address at 75 East 55th Street, New York, N.Y. 10022. Mr. Kheel is a citizen of the United States. (7) Keith Hall is Senior Vice President, Chief Financial Officer and Treasurer of LendingTree. His principal address is at 1115 Rushmore Drive, Charlotte, NC 28277. Mr. Hall is a citizen of the United States. Mr. Hall holds an IRA account with Prudential Securities and a joint account with his wife Ann. M. Hall. (8) GECRCC is a wholly-owned subsidiary of GECMC; GECMC is a wholly-owned subsidiary of GE Capital; GE Capital is a subsidiary of GECS; and GECS is a wholly-owned subsidiary of GE. GECRCC is a Delaware corporation that provides consumer mortgage related services. GECMC, also a Delaware corporation, is a holding company which owns all of the common stock of GECRCC. The principal executive offices for both GECRCC and GECMC are located at 6601 Six Forks Road, Raleigh, North Carolina 27615. GE Capital, a New York corporation, operates primarily in the financing industry and, to a lesser degree, in the life insurance and property & casualty industries and maintains its principal executive offices at 260 Long Ridge Road, Stamford, Connecticut 06927. GECS is a Delaware corporation with its principal executive offices located at 260 Long Ridge Road, Stamford, Connecticut 06927. GECS is a holding company which owns all the common stock of GE Capital and other subsidiaries. GE is a New York corporation with its principal executive offices located at 3135 Easton Turnpike, Fairfield, Connecticut 06431. GE engages in providing a wide variety of industrial, commercial and consumer products and services. For information with respect to the identity and background of each executive officer and director of GECRCC, GECMC, GE Capital, GECS and GE see Schedules I-V attached hereto, respectively. (9) GECA is a wholly-owned subsidiary of GNA, which in turn is a wholly-owned subsidiary of GEFA. GEFA is a wholly-owned subsidiary of GE Capital As indicated in paragraph (8), GE Capital is a subsidiary of GECS and GECS is a wholly-owned subsidiary of GE. GECA is a Delaware-domiciled life insurance company with its principal executive offices located at 6604 West Broad Street, Richmond, Virginia 23230. GNA is a Washington corporation with its principal executive offices at 6604 west Broad Street, Richmond, Virginia 23230. GNA is a holding company which holds all of the common stock of GECA and other subsidiaries. GEFA, together with its subsidiaries operates primarily in the life insurance and to a lesser degree the property & casualty insurance industries and maintains its primary executive offices at 6604 West Broad Street, Richmond, Virginia 23230. For information with respect to the identity and background of each executive officer and director of GECA, GNA and GEFA see Schedules VI-VIII attached hereto, respectively. - --------------------------- The Filing Parties may be deemed to constitute a "group" for purposes of Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to their respective beneficial ownership of Common Stock. On January 26, 2000, Mr. Arthur Coia pleaded guilty to one count of mail fraud based upon providing inaccurate information regarding the address, ownership and value of personal collectible automobiles. Mr. Coia was placed on a two-year probation. Based on the plea and recommendation of the United States Attorney, Mr. Coia was specifically allowed to retain the position of General President Emeritus of the Laborers' International Union of North America, and to consult with any other legal entity including, but not limited to, corporations, unions, and charitable organizations. Except for the above, during the last five years, none of the Filing Parties nor, to the best of their knowledge, any of their directors or executive officers, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any of them been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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. Voting Agreement In connection with the purchase of Series A 8% Convertible Preferred Stock (as further described below), certain stockholders of the Company consisting of the Filing Parties, the Specialty Finance Partners, Goldman Sachs Group, Inc., and Stone Street Fund 1999, L.P. (collectively, the "Voting Parties"), entered into a Voting Agreement on March 7, 2001, which became effective on March 20, 2001. Pursuant to the terms of the Voting Agreement, the Voting Parties have agreed to vote the shares of Common Stock held by the Voting Parties on March 7, 2001 (in the aggregate, consisting of 10,926,747 shares of Common Stock) and the shares that such Voting Parties acquire after the date of the Voting Agreement, in favor of any proposal seeking approval of (i) the general voting rights of the Series A Preferred Stock as described in the Certificate of Designations, and (ii) the ability to convert the shares of Series A Preferred Stock into Common Stock as described in the Certificate of Designations and any subsequent issuances of Common Stock upon any such conversion. Pursuant to the Voting Agreement, the Voting Parties delivered to the Company an irrevocable proxy relating to the matters referred to above. By virtue of the Voting Agreement, and only for such time as the Voting Agreement is in effect, the Voting Parties may be deemed to constitute a "group" within the meaning of Rule 13d-5(b) under the Exchange Act and thereby beneficially own, solely for the purposes of Rule 13d-3 under the Exchange Act, directly or indirectly, assuming conversion of all shares of Series A Preferred Stock held by each of the Filing Parties and the Specialty Finance Partners, an aggregate of 15,576,032 shares of Common Stock, representing approximately 66.7% of the outstanding shares of Common Stock, based on calculations made in accordance with Rule 13d-3(d) of the Exchange Act and based on the number of shares of Common Stock outstanding as of March 22, 2001. Each Filing Party disclaims its membership in such group and, for purposes of Section 13(d) of the Exchange Act, disclaims beneficial ownership of any shares of Common Stock or Series A Preferred Stock, and the underlying Common Stock of any such Series A Preferred Stock, held by any party of the Voting Agreement (other than itself, if applicable) or any other Reporting Person attributed to them by reason of the Voting Agreement. ITEM 4. PURPOSE OF TRANSACTION. The transaction requiring the filing of this statement is described in item 3 above. The following additional agreements were entered in connection therewith: Stock Purchase Agreement On March 7, 2001, the Company entered into a Series A 8% Convertible Preferred Stock Purchase Agreement (the "Stock Purchase Agreement") with certain investors named in Schedule I thereto. The Company agreed to issue 6,885,715 shares of its Series A Preferred Stock. The Series A Preferred Stock will have no voting rights until the date on which the Company's stockholders approve the voting rights provisions set forth in the Certificate of Designations, Preferences and Rights of Series A Preferred Stock (as filed herewith as Exhibit (5). After this approval, the Series A Preferred Stock will have the right to one vote for each share of Common Stock into which such Series A Preferred Stock could then be converted, and with respect to such vote, the holder of such Series A Preferred Stock will have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock. The sale and purchase of the Series A Preferred Stock, together with the conversion of the Certificates, took place on March 20, 2001 (the "Closing"). Under the terms of the Stock Purchase Agreement, the Company is obligated to seek and obtain appropriate stockholder approval by the holders of the Company's Common Stock, at a meeting of its stockholders, which is currently scheduled to be held on May 24, 2001(the "Annual Meeting") or, if the Annual Meeting is postponed or delayed for more than thirty (30) days, at a special meeting of stockholders to be held for such purpose on or prior to June 23, 2001, of the items set forth in the Voting Agreement, including approval of (x) the general voting rights of the Series A Preferred Stock described in the Certificate of Designations (as defined below), and (y) the ability to convert the shares of Series A Preferred Stock into Common Stock as described in the Certificate of Designations, and any subsequent issuances of Common Stock upon any such conversion of the Series A Preferred Stock, or in favor of any other proposal the purpose of which is to seek approval of matters relating to the foregoing or the rights intended to be afforded to the holders of the Series A Preferred Stock under the Certificate of Designations that otherwise require approval of the Company's stockholders under applicable rules of the Nasdaq Stock Market to be effective. Pursuant to the Series A Purchase Agreement, the Board of Directors of the Company shall recommend such approval, and the Company shall solicit such approval. Registration Rights Agreement In connection with the Stock Purchase Agreement, the Company, the holders of Series A Preferred Stock, Merrill, Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch "), ULLICO, the Federal Home Loan Mortgage Corporation ("Freddie Mac", and collectively, the "Parties") and any transferee of any such holders who become parties to this Agreement, entered into a Registration Rights Agreement (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Company will file within 45 days of the Closing Date of the Stock Purchase Agreement with the SEC a "shelf" Registration Statement on Form S- 3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration statement), covering the resale of shares of Common Stock that are issuable to: i. the holders of Series A Preferred Stock pursuant to the Stock Purchase Agreement, plus the maximum number of shares of Common Stock which may be issuable as a result of dividends on the Series A Preferred Stock; ii. ULLICO pursuant to the ULLICO Credit Facility (as described below); and iii. Freddie Mac pursuant to the Freddie Mac Credit Facility (as described below). The "shelf" Registration Statement, to the extent allowable under the Securities Act and the rules and regulations promulgated thereunder (including Rule 416 under the Securities Act), will also cover such indeterminate number of additional shares of Common Stock as may become issuable upon conversion of the Series A Preferred Stock or exercise of the Warrants to prevent dilution resulting from stock splits, stock dividends, any anti-dilution adjustment or similar transactions. The Registration Rights Agreement contains other customary covenants by the Company and customary indemnification and other provisions, and the Company is obligated to pay all registration expenses incurred in connection with the transactions contemplated by the Registration Rights Agreement. The descriptions contained herein of the Voting Agreement, the Stock Purchase Agreement, and the Registration Rights Agreement, are qualified in their entirety by reference to the complete text of such agreements, copies of which are filed as Exhibits hereto and incorporated herein by reference. Other Agreements Commitment Fee Warrants consist of warrants to purchase (a) 12,500 shares of Common Stock to be issued to by the Company to Freddie Mac pursuant to the Freddie Mac Credit Facility and (b) 40,000 shares of Common Stock to be issued by the Company to ULLICO pursuant to a credit facility entered into between the Company and ULLICO on March 7, 2001 (the "ULLICO Credit Facility"). Interest Warrants consist of warrants to purchase the Company's common stock at a price of $0.01 per share, to be issued by the Company to Freddie Mac and ULLICO pursuant to a credit facility entered into between the Company and Freddie Mac on March 7, 2001 (the "Freddie Mac Credit Facility) and the ULLICO Credit Facility. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. There were outstanding 18,737,441 shares of Common Stock on March 22, 2001. On the day the Voting Agreement was executed, the Filing Parties beneficially owned an aggregate of 10,926,747 shares of Common Stock, or approximately 66.7% of the Common Stock then outstanding (and may be deemed to have the right to acquire an additional 4,614,285 shares of common stock upon the conversion of the Series A Convertible Preferred Stock). By virtue of having entered into the Voting Agreement, the Voting Parties may be deemed to have formed a "group" for purposes of Rule 13d-5, and, accordingly, may be deemed to share beneficial ownership of the shares owned by the other Filing Parties. However, the filing of this Statement on Schedule 13D shall not be construed as an admission that any of such persons is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities held by any other person. Set forth below is certain information with respect to the beneficial ownership of the Filing Parties. ULLICO (a) ULLICO may be deemed to beneficially own 2,271,604 shares of Common Stock by virtue of the fact that it is the holder of record of 1,850,604 shares of Common Stock and of its expected ability to convert (i) 40,000 shares issuable upon the conversion of its Commitment Fee Warrants and (ii) 381,000 shares issuable upon the conversion of warrants (with an exercise price of $4.74) issued in September 1999. (b) ULLICO has sole power to vote or direct the vote of 2,271,604 shares of Common Stock referred to in paragraph (a) above. In addition, as a result of the Voting Agreement, ULLICO may be deemed to constitute a "group" within the meaning of Rule 13d-5(b) under the Exchange Act and thereby, solely for the purposes of 13d-5(b), may be deemed to have the shared power to vote or direct the vote of 15,997,032 shares of Common Stock, representing approximately 67.3 % of the outstanding shares of Common Stock, based on calculations made in accordance with Rule 13d- d(d) of the Exchange Act and based on the number of shares of Common Stock outstanding on March 22, 2001. (c) No transactions in the Common Stock were effected by ULLICO in the past 60 days. (d) Except as set forth above in this Item 5, no other person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities. (e) Not applicable. DOUGLAS R. LEBDA (a) Douglas R. Lebda beneficially owns 1,420,748 shares of Common Stock (including 200,000 shares of Common Stock which are issuable upon conversion of the Series A Convertible Preferred Stock, vested options to purchase 173,828 shares of Common Stock, 589,280 shares held in joint tenancy by Mr. Lebda and his spouse, 88,900 shares held by his Family Trust, 63,500 shares of Common Stock and options to purchase 23,812 shares of Common Stock held by his spouse). (b) Mr. Lebda has sole power to vote or direct the vote of 1,420,748 shares of Common Stock referred to in paragraph (a) above. In addition, as a result of the Voting Agreement, he may be deemed to constitute a "group" within the meaning of Rule 13d-5(b) under the Exchange Act and thereby, solely for the purposes of 13d-5(b), may be deemed to have the shared power to vote or direct the vote of 15,837,172 shares of Common Stock, representing approximately 67.3% of the outstanding shares of Common Stock, based on calculations made in accordance with Rule 13d-d(d) of the Exchange Act and based on the number of shares of Common Stock outstanding on March 22, 2001. (c) No transactions in the Common Stock were effected by Mr. Lebda in the past 60 days. (d) Except as set forth above in this Item 5, no other person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities. (e) Not applicable. DOUGLAS R. LEBDA & TARA G. LEBDA JT TEN WROS (a) Amount beneficially owned: 589,280 shares of Common Stock (b) Shared power to vote or direct the vote: 15,837,172 (c) Percent of Class: 67.3% (d) Sole power to dispose or direct the disposition of: 0 (e) Not Applicable THE LEBDA FAMILY 1999 IRREVOCABLE TRUST (a) Amount beneficially owned: 88,900 shares of Common Stock (b) Shared power to vote or direct the vote: 15,837,172 (c) Percent of Class: 67.0% (d) Sole power to dispose or direct the disposition of: 0 (e) Not Applicable W. JAMES TOZER, JR. (a) W. James Tozer, Jr., beneficially owns 901,443 shares of Common Stock (including 100,000 shares of Common Stock held by Mr. Tozer, 200,000 shares of Common Stock held by his IRA account with Delaware Charter Guarantee and Trust Co., both of which become issuable upon conversion of the Series A Convertible Preferred Stock, 4,000 shares of Common Stock and warrants to purchase 2,540 shares of Common Stock held by his spouse). (b) Mr. Tozer has sole power to vote or direct the vote of 901,443 shares of Common Stock referred to in paragraph (a) above. In addition, as a result of the Voting Agreement, he may be deemed to constitute a "group" within the meaning of Rule 13d-5(b) under the Exchange Act and thereby, solely for the purposes of 13d-5(b), may be deemed to have the shared power to vote or direct the vote of 15,582,570 shares of Common Stock, representing approximately 66.7% of the outstanding shares of Common Stock, based on calculations made in accordance with Rule 13d-d(d) of the Exchange Act and based on the number of shares of Common Stock outstanding on March 22, 2001. (c) No transactions in the Common Stock were effected by Mr. Tozer in the past 60 days. (d) Except as set forth above in this Item 5, no other person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities. (e) Not applicable. FBO W. JAMES TOZER, JR. IRA DELAWARE CHARTER GUARANTEE & TRUST CO. TRUSTEE (a) Amount beneficially owned: 69,778 shares of Common Stock (b) Shared power to vote or direct the vote: Disclaimed (see W. James Tozer, Jr.) (c) Percent of Class: Disclaimed. (d) Shared power to dispose or direct the disposition of: (see W. James Tozer, Jr.) (e) Not Applicable RICHARD D. FIELD (a) Richard D. Field beneficially owns 1,070,682 shares of Common Stock (including warrants to purchase 16,510 shares of Common Stock, vested options to purchase 392,511 shares of Common Stock, 35,000 shares recently purchased on the open market, 85,714 shares of Common Stock held by Mr. Field and 114,286 shares of Common Stock held by his IRA account with the Bank of New York Private Bank, both of which are issuable upon conversion of the Series A Convertible Preferred Stock. (b) Mr. Field has sole investment power over 1,070,682 shares of Common Stock referred to in paragraph (a) above. In addition, as a result of the Voting Agreement, he may be deemed to constitute a "group" within the meaning of Rule 13d-5(b) under the Exchange Act and thereby, solely for the purposes of 13d-5(b), he may be deemed to have the shared power to vote or direct the vote of 16,099,339 shares of Common Stock, representing approximately 67.4% of the outstanding shares of Common Stock, based on calculations made in accordance with Rule 13d-d(d) of the Exchange Act and based on the number of shares of Common Stock outstanding on March 22, 2001. (c) Mr. Field has purchased 15,000 shares on March 19, 2001 for $2.50 per share and 20,000 shares on March 22, 2001 for $2.2813 per share. Both of these transactions were effected on the open market. (d) Except as set forth above in this Item 5, no other person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities. (e) Not applicable. THEODORE W. KHEEL (a) Theodore W. Kheel beneficially owns 213,413 shares of Common Stock (including 142,857 shares of Common Stock which are issuable upon conversion of the Series A Convertible Preferred Stock owned by the TASK Foundation). (b) Mr. Kheel has sole power to vote or direct the vote of 213,413 shares of Common Stock referred to in paragraph (a) above. In addition, as a result of the Voting Agreement, he may be deemed to constitute a "group" within the meaning of Rule 13d-5(b) under the Exchange Act and thereby, solely for the purposes of 13d-5(b), he may be deemed to have the shared power to vote or direct the vote of 15,718,889 shares of Common Stock, representing approximately 66.9% of the outstanding shares of Common Stock, based on calculations made in accordance with Rule 13d-d(d) of the Exchange Act and based on the number of shares of Common Stock outstanding on March 22, 2001. (c) No transactions in the Common Stock were effected by Mr. Kheel nor the Task Foundation in the past 60 days. (d) Except as set forth above in this Item 5, no other person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities. (e) Not applicable. KEITH B. HALL (a) Keith B. Hall beneficially owns 131,600 shares of Common Stock (including 28,571 shares of Common Stock which are issuable upon conversion of the Series A Convertible Preferred Stock held through his IRA account with Prudential Securities, Retirement Operations, vested options to purchase 30,388 shares of Common Stock and an aggregate 11,525 shares of Common Stock held by his family trusts and his spouse's IRA account). (b) Mr. Hall has sole power to vote or direct the vote of 131,600 shares of Common Stock referred to in paragraph (a) above. In addition, as a result of the Voting Agreement, he may be deemed to constitute a "group" within the meaning of Rule 13d-5(b) under the Exchange Act and thereby, solely for the purposes of 13d-5(b), he may be deemed to have the shared power to vote or direct the vote of 15,617,945 shares of Common Stock, representing approximately 66.9% of the outstanding shares of Common Stock, based on calculations made in accordance with Rule 13d-d(d) of the Exchange Act and based on the number of shares of Common Stock outstanding on March 22, 2001. (c) No transactions in the Common Stock were effected by Mr. Hall in the past 60 days. (d) Except as set forth above in this Item 5, no other person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities. (e) Not applicable. KEITH B. AND ANN M. HALL (a) Amount beneficially owned: 13,756 shares of Common Stock (b) Shared power to vote or direct the vote: 15,617,945 (c) Percent of Class: 66.9% (d) Sole power to dispose or direct the disposition of: 13,756 (e) Not Applicable KEITH HALL - IRA/ PRUDENTIAL SECURITIES (a) Amount beneficially owned: 53,971 (including 28,571 shares of Common Stock which are issuable upon conversion of the Series A Convertible Preferred Stock) (b) Shared power to vote or direct the vote: Disclaimed (see Keith B. Hall) (c) Percent of Class: Disclaimed (see Keith B. Hall) (d) Shared power to dispose or direct the disposition of: Disclaimed (see Keith B. Hall) (e) Not Applicable GECRCC (a) The responses of the GECRCC Reporting Persons to Row (11) of the cover pages of this statement on Schedule 13D are incorporated herein by reference. The responses of the GECRCC Reporting Persons to Row (13) of the cover pages of this statement on Schedule 13D are incorporated herein by reference. (b) GECRCC, GECMC and GE Capital beneficially own in the aggregate 1,266,053 shares of Common Stock. In addition, as a result of the Voting Agreement, GERCC, GECMC, GE Capital, GECS and GE may be deemed to have the shared power to vote or direct the vote of 15,576,032 shares of Common Stock, representing approximately 66.7% of the outstanding shares of Common Stock, based on calculations made in accordance with Rule 13d-d(d) of the Exchange Act and based on the number of shares of Common Stock outstanding on March 22, 2001. (c) The responses of the GECRCC Reporting Persons to Rows (5) through (8) of the cover pages of this statement on Schedule 13D are incorporated herein by reference. (d) No person except for GECRCC is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares described under the GECRCC heading in this Item 5. (e) Not applicable. GECA (a) GECA is a wholly-owned subsidiary of GNA, which in turn is a wholly owned subsidiary of GEFA. GECA is the direct beneficial owner of 316,514 Shares. (b) As a result of the Voting Agreement, GECA, GNA and GEFA may be deemed to have the shared power to vote or direct the vote of 15,576,032, representing approximately 66.7% of the outstanding shares of Common Stock, based on calculations made in accordance with Rule 13d-d(d) of the Exchange Act and based on the number of shares of Common Stock outstanding on March 22, 2001. (c) No transactions in Shares have been effected during the past sixty days by GECA, GNA, GEFA, nor, to the best of their knowledge, any of their executive officers or directors. (d) No person except for GECA is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares described under the GECA heading in this Item 5. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The information contained in Items 4 of this Statement are incorporated herein by reference. Mr. Douglas Lebda has entered into an Amended and Restated Pledge Agreement dated March 7, 2001 and issued to the Company non-recourse promissory notes dated March 7, 2001, secured by all of the shares that are beneficially held by to Mr. Lebda, which include those held by Doug of Tava Jt Ten WROS, Lebda Family Trust, and his spouse Tara Lebda. In February 2000, Mr. Keith Hall entered into a pledge agreement with the Company and issued to the Company promissory notes, secured by 12,260 shares of Common Stock held by Mr. Hall. In September 2000, Mr. James Tozer pledged to Wedbush Morgan Securities, Los Angeles, CA, 225,000 shares of Common Stock held by Mr. Tozer. Except for the above and the agreements and understandings described in Item 4, to the best knowledge of the Filing Parties, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named in Item 2, and any other person, with respect to any securities of the Company including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (1) Joint Filing Agreement (2) Press releases of the Company announcing the ULLICO investment dated March 7, 2001. (3) Press releases of the Company announcing the Freddie Mac investment dated March 15, 2001. (4) Series A 8% Convertible Preferred Stock Purchase Agreement, dated as of March 7, 2001, among the Company and the Investors named therein (incorporated by reference to the Company's Annual Report on Form 10- K for its fiscal year ended December 31, 2000, filed with the SEC on March 22, 2001). (5) Registration Rights Agreement, dated as of March 7, 2001, among the Company and the signatories named therein (incorporated by reference to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed with the SEC on March 22, 2001). (6) Voting Agreement, dated as of March 7, 2001, among the Company and the stockholders listed on Schedule 1 therein (incorporated by reference to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed with the SEC on March 22, 2001). (7) Certificate of Designations, Preferences and Rights of Series A 8% Convertible Preferred Stock (incorporated by reference to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed with the SEC on March 22, 2001). (8) Power of Attorney executed by General Electric Company (incorporated by reference to Schedule 13D filed by General Electric Company on July 28, 2000 in connection with common stock of United Road Services, Inc.). (9) Power of Attorney executed by General Electric Capital Services, Inc. (incorporated by reference to Schedule 13D filed by General Electric Company on July 28, 2000 in connection with common stock of United Road Services, Inc.). 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: MARCH 30, 2001 THE UNION LABOR LIFE INSURANCE COMPANY ON BEHALF OF ITS SEPARATE ACCOUNT P By: /s/ Robert Kennedy ---------------------------------- /s/ Douglas R. Lebda -------------------------------------- DOUGLAS R. LEBDA & TARA G. LEBDA JT TEN WROS By: /s/ Douglas R. Lebda ---------------------------------- THE LEBDA FAMILY 1999 IRREVOCABLE TRUST By: /s/ Doulas R. Lebda ---------------------------------- /s/ W. James Tozer, Jr. -------------------------------------- /s/ Richard D. Field -------------------------------------- /s/ Theodore W. Kheel -------------------------------------- PRUDENTIAL SECURITIES C/F KEITH B. HALL - IRA ROLLOVER By: /s/ Keith B. Hall -------------------------------------- KEITH B. AND ANN M. HALL By: /s/ Keith B. Hall -------------------------------------- /s/ Keith B. Hall -------------------------------------- GE CAPITAL RESIDENTIAL CONNECTIONS CORPORATION By: /s/ Theodore F. Weiland ---------------------------------- Title: CFO GE CAPITAL MORTGAGE CORPORATION By: /s/ Theodore F. Weiland ---------------------------------- Title: CFO GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY By: /s/ Ward E. Bobitz ------------------------------------ Title: Senior Vice President and Secretary GNA CORP. By: /s/ Ward E. Bobitz ------------------------------------ Title: Senior Vice President and Secretary GE FINANCIAL ASSURANCE HOLDINGS, INC. By: /s/ Ward E. Bobitz ------------------------------------ Title: Vice President and Assistant Secretary GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Leon E. Roday ---------------------------------- Title: Vice President GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Leon E. Roday ---------------------------------- Title: Attorney-in-Fact GENERAL ELECTRIC COMPANY By: /s/ Leon E. Roday ----------------------------------- Title: Attorney-in-Fact SCHEDULE I GE CAPITAL RESIDENTIAL CONNECTIONS CORPORATION DIRECTORS
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Thomas H. Mann GE Capital Residential Chairman, President & Chief Connections Corp. Executive Officer 6601 Six Forks Road Raleigh, NC 27615 Gerhard A. Miller GE Capital Residential Senior Vice President & Assistant Connections Corp. Secretary 6601 Six Forks Road Raleigh, NC 27615 JoAnn B. Rabitz GE Capital Residential Senior Vice President/ Connections Corp. Human Resources 6601 Six Forks Road Raleigh, NC 27615 John A. Cardamone GE Capital Residential Senior Vice President/ Connections Corp. Risk Management 6601 Six Forks Road Raleigh, NC 27615 Theodore F. Weiland GE Capital Residential Senior Vice President, Chief Connections Corp. Financial Officer & Treasurer 6601 Six Forks Road Raleigh, NC 27615
EXECUTIVE OFFICERS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Thomas H. Mann GE Capital Residential Chairman, President & Chief Connections Corp. Executive Officer 6601 Six Forks Road Raleigh, NC 27615 Gerhard A. Miller GE Capital Residential Senior Vice President & Assistant Connections Corp. Secretary 6601 Six Forks Road Raleigh, NC 27615 JoAnn B. Rabitz GE Capital Residential Senior Vice President/ Connections Corp. Human Resources 6601 Six Forks Road Raleigh, NC 27615 Warren Ramsey GE Capital Residential Senior Vice President/Operations Connections Corp. 6601 Six Forks Road Raleigh, NC 27615 Theodore F. Weiland GE Capital Residential Senior Vice President, Chief Connections Corp. Financial Officer & Treasurer 6601 Six Forks Road Raleigh, NC 27615 Citizenship: All U.S.
SCHEDULE II GE CAPITAL MORTGAGE CORPORATION DIRECTORS
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Thomas H. Mann GE Capital Mortgage Corp. Chairman, President & Chief 6601 Six Forks Road Executive Officer Raleigh, NC 27615 Gerhard A. Miller GE Capital Mortgage Corp. Senior Vice President & Secretary/ 6601 Six Forks Road General Counsel Raleigh, NC 27615 JoAnn B. Rabitz GE Capital Mortgage Corp. Senior Vice President/ 6601 Six Forks Road Human Resources Raleigh, NC 27615 Dmitri Stockton GE Capital Mortgage Corp. Senior Vice President/ 6601 Six Forks Road Strategic Growth Raleigh, NC 27615 Theodore F. Weiland GE Capital Mortgage Corp. Senior Vice President, Chief 6601 Six Forks Road Financial Officer & Treasurer Raleigh, NC 27615
EXECUTIVE OFFICERS
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- --------------------- Thomas H. Mann GE Capital Mortgage Corp. Chairman, President & Chief 6601 Six Forks Road Executive Officer Raleigh, NC 27615 Jeremia A. Jacobs GE Capital Mortgage Corp Senior Vice President/ 6601 Six Forks Road Loss Mitigation Raleigh, NC 27615 John A. Cardamone GE Capital Mortgage Corp. Senior Vice President/ 6601 Six Forks Road Risk Management Raleigh, NC 27615 Richard Dobbins GE Capital Mortgage Corp. Senior Vice President/ 6601 Six Forks Road Quality Raleigh, NC 27615 Debra S. Lely GE Capital Mortgage Corp. Senior Vice President/ 6601 Six Forks Road Chief Information Officer Raleigh, NC 27615 Gerhard A. Miller GE Capital Mortgage Corp. Senior Vice President & Secretary/ 6601 Six Forks Road General Counsel Raleigh, NC 27615 Richard Nastasi GE Capital Mortgage Corp. Senior Vice President/ 6601 Six Forks Road e-Business Raleigh, NC 27615 JoAnn B. Rabitz GE Capital Mortgage Corp. Senior Vice President/ 6601 Six Forks Road Human Resources Raleigh, NC 27615 Henry A. Reeves GE Capital Mortgage Corp. Senior Vice President/ 6601 Six Forks Road Sales Raleigh, N.C. 27615 Dmitri Stockton GE Capital Mortgage Corp. Senior Vice President/ 6601 Six Forks Road Strategic Growth Raleigh, NC 27615 Theodore F. Weiland GE Capital Mortgage Corp. Senior Vice President, Chief 6601 Six Forks Road Financial Officer & Treasurer Raleigh, NC 27615 James C. Zollo GE Capital Mortgage Corp. Senior Vice President/ 6601 Six Forks Road Capital Markets Raleigh, NC 27615 Citizenship: All U.S.
SCHEDULE III GENERAL ELECTRIC CAPITAL CORPORATION DIRECTORS
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Nancy E. Barton GE Capital Corporation Senior Vice President, General Counsel 260 Long Ridge Road and Secretary Stamford, CT 06927 General Electric Capital Corporation Francis S. Blake General Electric Company Senior Vice President, Corporate 3135 Easton Turnpike Business Fairfield, CT 06431 General Electric Company James R. Bunt General Electric Company Vice President and Treasurer 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 David L. Calhoun GE Aircraft Engines Chief Executive Officer 1 Neumann Way GE Aircraft Engines Cincinnati, OH 45215 Dennis D. Dammerman General Electric Company Vice Chairman and Executive Officer 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 Scott C. Donnelly General Electric CR&D Senior Vice President One Research Circle General Electric Company Niskayuna, NY 12309 Michael D. Fraizer GE Financial Assurance President & CEO 6604 W. Broad Street GE Financial Assurance Richmond, VA 23230 Benjamin W. Heineman GE Company Senior Vice President, General Counsel 3135 Easton Turnpike and Secretary Fairfield, CT 06431 General Electric Company Jeffrey R. Immelt General Electric Company President and Chairman-Elect 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 John H. Myers GE Investment Corporation Chairman and President 3003 Summer Street, 7th Fl. GE Investment Corporation Stamford, CT 06905 Denis J. Nayden GE Capital Corporation Chairman and CEO 260 Long Ridge Road General Electric Capital Corporation Stamford, CT 06927 Michael A. Neal GE Capital Corporation President and COO 260 Long Ridge Road General Electric Capital Corporation Stamford, CT 06927 James A. Parke GE Capital Corporation Vice Chairman & Chief Financial Officer 260 Long Ridge Road General Electric Capital Corporation Stamford, CT 06927 Ronald R. Pressman Employers Reinsurance Chairman, President & CEO 5200 Metcalf Employers Reinsurance Corporation Overland Park, KS 66204 Gary M. Reiner General Electric Company Sr. Vice President & Chief Information 3135 Easton Turnpike Officer Fairfield, CT 06431 General Electric Company John M. Samuels General Electric Company Vice President and Senior Counsel, 3135 Easton Turnpike Corporate Taxes Fairfield, CT 06431 General Electric Company Keith S. Sherin General Electric Company Senior Vice President, Finance, and 3135 Easton Turnpike Chief Financial Fairfield, CT 06431 General Electric Company Edward D. Stewart GE Capital Corporation Executive Vice President 1600 Summer Street General Electric Capital Corporation Stamford, CT 06927 John F. Welch, Jr. General Electric Company Chairman and Chief Executive Officer 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 William A. Woodburn GE Capital Corporation Executive Vice President 260 Long Ridge Road General Electric Capital Corporation Stamford, CT 06927
GENERAL ELECTRIC CAPITAL CORPORATION EXECUTIVE OFFICERS
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Denis J. Nayden GE Capital Corporation Chairman and CEO 260 Long Ridge Road Stamford, CT 06927 Michael A. Neal GE Capital Corporation President and COO 260 Long Ridge Road Stamford, CT 06927 James A. Parke GE Capital Corporation Vice Chairman & Chief Financial Officer 260 Long Ridge Road Stamford, CT 06927 Edward D. Stewart GE Capital Corporation Executive Vice President 1600 Summer Street Stamford, CT 06927 William A. Woodburn General Electric Capital Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Nancy E. Barton GE Capital Corporation Senior Vice President, General Counsel 260 Long Ridge Road and Secretary Stamford, CT 06927 James A. Colica GE Capital Corporation Senior Vice President, Global Risk 260 Long Ridge Road Management Stamford, CT 06927 Richard D'Avino GE Capital Corporation Senior Vice President, Taxes 777 Long Ridge Road Stamford, CT 06927 Robert L. Lewis GE Capital Corporation Senior Vice President 120 Long Ridge Road Stamford, CT 06927 Marc J. Saperstein General Electric Capital Senior Vice President, Human 260 Long Ridge Road Resources Stamford, CT 06927 Jeffrey S. Werner GE Capital Corporation Sr. Vice President, Corp.Treasury 201 High Ridge Road & Global Funding Stamford, CT 06927 Joan C. Amble GE Capital Corporation Vice President and Controller 260 Long Ridge Road Stamford, CT 06927 Citizenship All Directors & Executive Officers are US Citizens
SCHEDULE IV GENERAL ELECTRIC CAPITAL SERVICES, INC., DIRECTORS
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Nancy E. Barton GE Capital Corporation Senior Vice President, General Counsel 260 Long Ridge Road and Secretary Stamford, CT 06927 General Electric Capital Corporation Francis S. Blake General Electric Company Senior Vice President, Corporate 3135 Easton Turnpike Business Fairfield, CT 06431 General Electric Company James R. Bunt General Electric Company Vice President and Treasurer 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 David L. Calhoun GE Aircraft Engines Chief Executive Officer 1 Neumann Way GE Aircraft Engines Cincinnati, OH 45215 Dennis D. Dammerman General Electric Company Vice Chairman and Executive Officer 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 Scott C. Donnelly General Electric CR&D Senior Vice President One Research Circle General Electric Company Niskayuna, NY 12309 Michael D. Fraizer GE Financial Assurance President & CEO 6604 W. Broad Street GE Financial Assurance Richmond, VA 23230 Benjamin W. Heineman General Electric Company Senior Vice President, General Counsel 3135 Easton Turnpike and Secretary Fairfield, CT 06431 General Electric Company Jeffrey R. Immelt General Electric Company President and Chairman-Elect 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 John H. Myers GE Investment Corporation Chairman and President 3003 Summer Street, 7th Fl. GE Investment Corporation Stamford, CT 06905 Denis J. Nayden GE Capital Corporation Chairman and CEO 260 Long Ridge Road General Electric Capital Corporation Stamford, CT 06927 Michael A. Neal GE Capital Corporation President and COO 260 Long Ridge Road General Electric Capital Corporation Stamford, CT 06927 James A. Parke GE Capital Corporation Vice Chairman & Chief Financial Officer 260 Long Ridge Road General Electric Capital Corporation Stamford, CT 06927 Ronald R. Pressman Employers Reinsurance Chairman, President & CEO 5200 Metcalf Employers reinsurance Corporation Overland Park, KS 66204 Gary M. Reiner General Electric Company Sr. Vice President & Chief Information 3135 Easton Turnpike Officer Fairfield, CT 06431 General Electric Company John M. Samuels General Electric Company Vice President and Senior Counsel, 3135 Easton Turnpike Corporate Taxes Fairfield, CT 06431 General Electric Company Keith S. Sherin General Electric Company Senior Vice President, Finance, and 3135 Easton Turnpike Chief Financial Fairfield, CT 06431 General Electric Company Edward D. Stewart GE Capital Corporation Executive Vice President 1600 Summer Street General Electric Capital Corporation Stamford, CT 06927 John F. Welch, Jr. General Electric Company Chairman and Chief Executive Officer 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 William A. Woodburn GE Capital Corporation Executive Vice President 260 Long Ridge Road General Electric Capital Corporation Stamford, CT 06927
GENERAL ELECTRIC CAPITAL SERVICES, INC., EXECUTIVE OFFICERS
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Dennis D. Dammerman GE Company Vice Chairman and Executive Officer 3135 Easton Turnpike Fairfield, CT 06431 Denis J. Nayden GE Capital Corporation Chairman and CEO 260 Long Ridge Road Stamford, CT 06927 Michael D. Fraizer GE Financial Assurance President & CEO 6604 W. Broad Street Richmond, VA 23230 Michael A. Neal GE Capital Corporation President and COO 260 Long Ridge Road Stamford, CT 06927 Ronald R. Pressman Employers Reinsurance Chairman, President & CEO 5200 Metcalf Overland Park, KS 66204 James A. Parke GE Capital Corporation Vice Chairman & Chief Financial Officer 260 Long Ridge Road Stamford, CT 06927 Edward D. Stewart GE Capital Corporation Executive Vice President 1600 Summer Street Stamford, CT 06927 William A. Woodburn General Electric Capital Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Nancy E. Barton GE Capital Corporation Senior Vice President, General Counsel 260 Long Ridge Road and Secretary Stamford, CT 06927 James A. Colica GE Capital Corporation Senior Vice President, Global Risk 260 Long Ridge Road Management Stamford, CT 06927 Richard D'Avino GE Capital Corporation Senior Vice President, Taxes 777 Long Ridge Road Stamford, CT 06927 Marc J. Saperstein General Electric Capital Senior Vice President, Human 260 Long Ridge Road Resources Stamford, CT 06927 Jeffrey S. Werner GE Capital Corporation Sr. Vice President, Corp.Treasury 201 High Ridge Road & Global Funding Stamford, CT 06927 Joan C. Amble GE Capital Corporation Vice President and Controller 260 Long Ridge Road Stamford, CT 06927 Citizenship All Directors & Executive Officers are US Citizens
SCHEDULE V GENERAL ELECTRIC COMPANY DIRECTORS
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- J.I.Cash, Jr. Harvard Business School Professor of Business Morgan Hall Administration-Graduate Soldiers Field Road School of Business Boston, MA 02163 Administration, Harvard University S.S. Cathcart 222 Wisconsin Avenue Retired Chairman, Suite 103 Illinois Tool Works Lake Forest, IL 60045 D.D. Dammerman General Electric Company Vice Chairman of the Board and 3135 Easton Turnpike Executive Officer, General Fairfield, CT 06431 Electric Company; Chairman, General Electric Capital Services, Inc. P. Fresco Fiat SpA Chairman of the Board, via Nizza 250 Fiat SpA 10126 Torino, Italy A. M. Fudge Kraft Foods, Inc. Executive Vice President, 555 South Broadway Kraft Foods, Inc. Tarrytown, NY 10591 C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board S.A. de C.V. and Chief Executive Officer, Jose Luis Lagrange 103, Kimberly-Clark de Mexico, Tercero Piso S.A. de C.V. Colonia Los Morales Mexico, D.F. 11510, Mexico J.R. Immelt General Electric Company President 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 A. Jung Avon Products, Inc. President and Chief 1345 Avenue of the Americas Executive Officer, New York, NY 10105 Avon Products, Inc. K.G. Langone Invemed Associates, Inc. Chairman, President and Chief 375 Park Avenue Executive Officer, New York, NY 10152 Invemed Associates, Inc. R. B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief 309 West 49th Street Executive Officer New York, NY 10019-7316 Scott G. McNealy Sun Microsystems, Inc. Chairman, President and Chief 901 San Antonio Road Executive Officer, Palo Alto, CA 94303-4900 Sun Microsystems, Inc. G.G. Michelson Federated Department Stores Former Member of the 151 West 34th Street Board of Directors, New York, NY 10001 Federated Department Stores S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, Georgia 30303 R.S. Penske Penske Corporation Chairman of the Board 13400 Outer Drive, West and President, Penske Detroit, MI 48239-4001 Corporation F.H.T. Rhodes Cornell University President Emeritus, 3104 Snee Building Cornell University Ithaca, NY 14853 A.C. Sigler Champion International Retired Chairman of the Corporation Board and CEO 1 Champion Plaza and former Director, Stamford, CT 06921 Champion International Corporation D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board, & Morgan Guaranty Trust Co. President, and Chief 60 Wall Street Executive Officer, New York, NY 10260 J.P. Morgan & Co. Incorporated and Morgan Guaranty Trust Company J.F. Welch, Jr. General Electric Company Chairman of the Board 3135 Easton Turnpike and Chief Executive Fairfield, CT 06431 Officer, General Electric Company R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and 30 Rockefeller Plaza Executive Officer, General New York, NY 10112 Electric Company; President and Chief Executive Officer, National Broadcasting Company, Inc. Citizenship P. Fresco Italy C. X. Gonzalez Mexico Andrea Jung Canada All Others U.S.A.
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (CONTINUED)
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- J.F. Welch, Jr. General Electric Company Chairman of the Board and 3135 Easton Turnpike Chief Executive Officer Fairfield, CT 06431 J.R. Immelt General Electric Company President 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 P.D. Ameen General Electric Company Vice President and Comptroller 3135 Easton Turnpike Fairfield, CT 06431 F.S. Blake General Electric Company Senior Vice President - Corporate 3135 Easton Turnpike Business Development Fairfield, CT 06431 J.R. Bunt General Electric Company Vice President and Treasurer 3135 Easton Turnpike Fairfield, CT 06431 D.C. Calhoun General Electric Company Senior Vice President - 1 Neumann Way E Aircraft Engines Cincinnati, OH 05215 W.J. Conaty General Electric Company Senior Vice President - 3135 Easton Turnpike Human Resources Fairfield, CT 06431 D.D. Dammerman General Electric Company Vice Chairman of the Board and 3135 Easton Turnpike Executive Officer, General Fairfield, CT 06431 Electric Company; Chairman, General Electric Capital Services, Inc. Scott C. Donnelly General Electric Company Senior Vice President - P. O. Box 8 Corporate Research Schenectady, NY 12301 and Development Matthew J. Espe General Electric Company Senior Vice President - Nela Park GE Lighting Cleveland, OH 44112 B.W. Heineman, Jr. General Electric Company Senior Vice President - 3135 Easton Turnpike General Counsel and Secretary Fairfield, CT 06431 J.M. Hogan General Electric Company Senior Vice President - P.O. Box 414 GE Medical Systems Milwaukee, WI 53201 L. R. Johnston General Electric Company Senior Vice President - Appliance Park GE Appliances Louisville, KY 40225 J. Krenicki, Jr. General Electric Company Vice President - 2901 East Lake Road GE Transportation Systems Erie, PA 16531 R.W. Nelson General Electric Company Vice President - 3135 Easton Turnpike Corporate Financial Planning Fairfield, CT 06431 and Analysis G.M. Reiner General Electric Company Senior Vice President - 3135 Easton Turnpike Chief Information Officer Fairfield, CT 06431 J. G. Rice General Electric Company Senior Vice President - 1 River Road GE Power Systems Schenectady, NY 12345 G.L. Rogers General Electric Company Senior Vice President - 1 Plastics Avenue GE Plastics Pittsfield, MA 01201 K.S. Sherin General Electric Company Senior Vice President - Finance 3135 Easton Turnpike and Chief Financial Officer Fairfield, CT 06431 L.G. Trotter General Electric Company Senior Vice President - 41 Woodford Avenue GE Industrial Systems Plainville, CT 06062 R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and 30 Rockefeller Plaza Executive Officer, General New York, NY 10112 Electric Company; President and Chief Executive Officer, National Broadcasting Company, Inc. Citizenship of All Executive Officers U.S.A.
SCHEDULE VI GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY DIRECTORS
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Casey, Thomas W. GE Financial Assurance SVP, Chief Finance Officer 6604 West Broad Street GE Financial Assurance Richmond, VA 23230 Roday, Leon E. GE Financial Assurance Executive Vice President and General Counsel 6604 West Broad Street GE Financial Assurance Richmond, VA 23230 Schutz, Pamela S. GE Financial Assurance Chairperson and Chief Executive Officer 6610 West Broad Street GE Life and Annuity Assurance Company Richmond, VA 23230 General Electric Capital Assurance Company EXECUTIVE OFFICERS Schutz, Pamela S. GE Financial Assurance Chairperson of the Board 6610 West Broad Street Richmond, VA 23230 Stiff, Geoffrey S. GE Financial Assurance President and Chief Executive Officer 6610 West Broad Street Richmond, VA 23230 Skiff, Thomas A. GE Financial Assurance President, Long Term Care Division 1650 Los Gamos Drive San Rafael, CA 94903 Roday, Leon E. GE Financial Assurance Executive Vice President and General Counsel 6604 West Broad Street Richmond, VA 23230 Beck, David J. GE Financial Assurance Senior Vice President and Chief Investment Officer 601 Union Street, Suite 1300 Seattle, WA 98101 Casey, Thomas W. GE Financial Assurance Senior Vice President and Chief Financial Officer 6604 West Broad Street Richmond, VA 23230 Lange, Clifford A. GE Financial Assurance Senior Vice President and Chief Actuary 6604 West Broad Street Richmond, VA 23230 Citizenship All Directors & Executive Officers are US Citizens
SCHEDULE VII GNA CORPORATION DIRECTORS
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Fraizer, Michael D. GE Financial Assurance Chairman, President and Chief Executive 6604 West Broad Street Officer, GE Financial Assurance Richmond, Virginia 23230 Roday, Leon E GE Financial Assurance Executive Vice President and General Counsel 6604 West Broad Street GE Financial Assurance Richmond, Virginia 23230 Stiff, Geoffrey S GE Financial Assurance President and Chief Executive Officer 6604 West Broad Street General Electric Capital Assurance Company Richmond, Virginia 23230 GNA CORPORATION EXECUTIVE OFFICERS Stiff, Geoffrey S. GE Financial Assurance President and Chief Executive Officer 6610 West Broad Street Richmond, Virginia 233230 Casey, Thomas W. GE Financial Assurance Senior Vice President and Chief Financial Officer 6604 West Broad Street Richmond, Virginia 233230 Roday, Leon E. GE Financial Assurance Executive Vice President and General Counsel 6604 West Broad Street Richmond, Virginia 233230 Citizenship All Directors & Executive Officer are US Citizens
SCHEDULE VIII GE FINANCIAL ASSURANCE HOLDINGS, INC. DIRECTORS
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Fraizer, Michael D. GE Financial Assurance Chairman and Chief Executive Officer 6604 West Broad Street GE Financial Assurance Richmond, Virginia 23230 Roday, Leon E GE Financial Assurance Executive Vice President and General Counsel 6604 West Broad Street GE Financial Assurance Richmond, Virginia 23230 Stiff, Geoffrey S GE Financial Assurance President and Chief Executive Officer 6604 West Broad Street General Electric Capital Assurance Company Richmond, Virginia 23230 EXECUTIVE OFFICERS Fraizer, Michael D. GE Financial Assurance Chairman of the Board, President and Chief 6604 West Broad Street Executive Officer Richmond, VA 23230 Larsen, Andrew J. GE Financial Assurance Executive Vice President 700 Main Street Lynchburg, VA 24504 Beck, David J. GE Financial Assurance Senior Vice President and Chief Investment Officer 601 Union Street, Suite 1300 Seattle, WA 98101 Casey, Thomas W. GE Financial Assurance Senior Vice President and Chief Financial Officer 6604 West Broad Street Richmond, VA 23230 Leon E. Roday GE Financial Assurance Senior Vice President, General Counsel and 6604 West Broad Street Secretary Richmond, VA 23230 Werner, Jeffrey S. GE Financial Assurance Senior Vice President and Treasurer 777 Long Ridge Road Stamford, CT 06927 Citizenship All Directors & Executive Officer are US Citizens
SCHEDULE VI GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY DIRECTORS
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Casey, Thomas W. GE Financial Assurance SVP, Chief Finance Officer 6604 West Broad Street GE Financial Assurance Richmond, VA 23230 Roday, Leon E. GE Financial Assurance Executive Vice President and General Counsel 6604 West Broad Street GE Financial Assurance Richmond, VA 23230 Schutz, Pamela S. GE Financial Assurance Chairperson and Chief Executive Officer 6610 West Broad Street GE Life and Annuity Assurance Company Richmond, VA 23230 General Electric Capital Assurance Company EXECUTIVE OFFICERS Schutz, Pamela S. GE Financial Assurance Chairperson of the Board 6610 West Broad Street Richmond, VA 23230 Stiff, Geoffrey S. GE Financial Assurance President and Chief Executive Officer 6610 West Broad Street Richmond, VA 23230 Skiff, Thomas A. GE Financial Assurance President, Long Term Care Division 1650 Los Gamos Drive San Rafael, CA 94903 Roday, Leon E. GE Financial Assurance Executive Vice President and General Counsel 6604 West Broad Street Richmond, VA 23230 Beck, David J. GE Financial Assurance Senior Vice President and Chief Investment Officer 601 Union Street, Suite 1300 Seattle, WA 98101 Casey, Thomas W. GE Financial Assurance Senior Vice President and Chief Financial Officer 6604 West Broad Street Richmond, VA 23230 Lange, Clifford A. GE Financial Assurance Senior Vice President and Chief Actuary 6604 West Broad Street Richmond, VA 23230 Citizenship All Directors & Executive Officers are US Citizens
SCHEDULE VII GNA CORPORATION DIRECTORS
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Fraizer, Michael D. GE Financial Assurance Chairman, President and Chief Executive 6604 West Broad Street Officer, GE Financial Assurance Richmond, Virginia 23230 Roday, Leon E GE Financial Assurance Executive Vice President and General Counsel 6604 West Broad Street GE Financial Assurance Richmond, Virginia 23230 Stiff, Geoffrey S GE Financial Assurance President and Chief Executive Officer 6604 West Broad Street General Electric Capital Assurance Company Richmond, Virginia 23230 GNA CORPORATION EXECUTIVE OFFICERS Stiff, Geoffrey S. GE Financial Assurance President and Chief Executive Officer 6610 West Broad Street Richmond, Virginia 233230 Casey, Thomas W. GE Financial Assurance Senior Vice President and Chief Financial Officer 6604 West Broad Street Richmond, Virginia 233230 Roday, Leon E. GE Financial Assurance Executive Vice President and General Counsel 6604 West Broad Street Richmond, Virginia 233230 CITIZENSHIP All Directors & Executive Officer are US Citizens
SCHEDULE VIII GE FINANCIAL ASSURANCE HOLDINGS, INC. DIRECTORS
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Fraizer, Michael D. GE Financial Assurance Chairman and Chief Executive Officer 6604 West Broad Street GE Financial Assurance Richmond, Virginia 23230 Roday, Leon E GE Financial Assurance Executive Vice President and General Counsel 6604 West Broad Street GE Financial Assurance Richmond, Virginia 23230 Stiff, Geoffrey S GE Financial Assurance President and Chief Executive Officer 6604 West Broad Street General Electric Capital Assurance Company Richmond, Virginia 23230 EXECUTIVE OFFICERS Fraizer, Michael D. GE Financial Assurance Chairman of the Board, President and Chief 6604 West Broad Street Executive Officer Richmond, VA 23230 Larsen, Andrew J. GE Financial Assurance Executive Vice President 700 Main Street Lynchburg, VA 24504 Beck, David J. GE Financial Assurance Senior Vice President and Chief Investment Officer 601 Union Street, Suite 1300 Seattle, WA 98101 Casey, Thomas W. GE Financial Assurance Senior Vice President and Chief Financial Officer 6604 West Broad Street Richmond, VA 23230 Leon E. Roday GE Financial Assurance Senior Vice President, General Counsel and 6604 West Broad Street Secretary Richmond, VA 23230 Werner, Jeffrey S. GE Financial Assurance Senior Vice President and Treasurer 777 Long Ridge Road Stamford, CT 06927 Citizenship All Directors & Executive Officer are US Citizens
SCHEDULE IX THE UNION LABOR LIFE INSURANCE COMPANY OFFICERS Robert A. Georgine Chairman, President & Chief Executive Officer James W. Luce Executive Vice President John K. Grelle Senior Vice President and Chief Financial Officer Joseph A. Carabillo Vice President, Chief Legal Officer & Asst. Secretary All are United States Citizens
THE UNION LABOR LIFE INSURANCE COMPANY BOARD OF DIRECTORS DIRECTORS PRESENT TITLE AFFILIATION ADDRESS FORMER TITLE (IF RETIRED) Morton Bahr President Communications Workers of 501 3rd Street, N.W. America Washington, DC 20001 John J. Barry President Emeritus International Brotherhood 1125 15th Street, N.W. International of Electrical Workers Washington, DC President 20005 William G. Bernard President International Association of Suite 301 Heat and Frost Insulators and 1776 Massachusetts Ave, Asbestos Workers N.W. Washington, DC 20036 Insulators and Asbestos Workers Morris Biller President American Postal Workers 1300 L Street, N.W. Union Washington, DC 20005 Marvin J. Boede Retired United Association of 111 Massachusetts President Journeymen and Apprentices Avenue, N.W. of the Plumbing and Pipe Washington, D.C. Fitting Industry of the 20001 United States and Canada Kenneth J. Brown Retired Graphic Communications 111 Massachusetts President International Union Avenue, N.W. Washington, D.C. 20001 Bill J. Casstevens Retired United Automobile, 111 Massachusetts Secretary-Treasurer Aerospace and Agricultural Avenue, N.W. Implement Workers of Washington, D.C. America International Union 20001 Arthur A. Coia President Emeritus Laborers' International 111 Massachusetts President Union of North America Avenue, N.W. Washington, D.C. 20001 John E. Cullerton Consultant Hotel Employees 505 Lake Shore Drive &Restaurant Employees #918 International Union Chicago, IL 60611 John F. Gentleman Retired ULLICO Inc. 111 Massachusetts President Avenue, N.W. Washington, 20001 Robert A. Georgine President, Chairman & ULLICO Inc. 111 Massachusetts CEO Avenue, N.W. Washington, DC 20001 Frank Hanley President International Union of 1125 17th Street N.W. Operating Engineers Washington, DC 20036 Frank D. Hurt International President Bakery, Confectionery and 10401 Connecticut Avenue Tobacco Kensington, MD Workers and Grain Millers 20895 International Union John T. Joyce Retired International Union of 111 Massachusetts President Bricklayers and Allied Avenue, N.W. Craftworkers Washington, D.C. 20001 Earl J. Kruse President United Union of Roofers, Suite 800 Waterproofers 1660 L Street, N.W. and Allied Workers Washington, DC 20036 James La Sala President Amalgamated Transit Union Silver Spring, MD Martin J. Maddaloni General President United Association of 901 Massachusetts Journeymen Ave. N.W. and Apprentices of the Washington DC 20001 Plumbing and Pipe Fitting Industry of the U.S. and Canada Joseph F. Maloney Retired Building and Construction 111 Massachusetts Secretary-Treasurer Trades Department, AFL-CIO Avenue, N.W. Washington, D.C. 20001 Douglas J. McCarron General President United Brotherhood of 101 Constitution Carpenters and Avenue, N.W. Joiners of America Washington, DC 20001 James F. M. McNulty General Counsel The Union Labor Life 111 Massachusetts Insurance Company Ave. N.W. Washington, DC 20001 Lenore Miller Retired Retail, Wholesale and 111 Massachusetts President Department Store Union Avenue, N.W. Washington, D.C. 20001 Terence M. O'Sullivan General President Laborers International 905 16th Street, NW Union Of North America Washington, DC 20006 Vincent R. Sombrotto President National Association of 100 Indiana Avenue, N.W. Letter Carriers Washington, D.C. 20001 John J. Sweeney President AFL-CIO 815 16th Street, N.W. Washington, DC 20006 Eugene Upshaw President Federation of Professional 6th Floor Athletes 2021 L Street, N.W. Washington, DC 20036 Jacob F. West General President Emeritus International Association 111 Massachusetts of Bridge, Structural and Avenue, N.W. Ornamental Iron Workers Washington, D.C. 20001 John W. Wilhelm General President Hotel Employees & 1219 28th Street, NW Restaurant Employees Washington, DC 20007 International Union William H. Wynn President Emeritus United Food and Commercial 111 Massachusetts President Workers International Union Avenue, N.W. Washington, D.C. 20001 Roy Wyse Retired United Automobile, 111 Massachusetts Secretary-Treasurer Aerospace and Agricultural Avenue, N.W. Implement Workers of Washington, D.C. America International Union 20001 All are United States Citizens except for one is a Canadian Citizen
EXHIBIT INDEX Exhibit 1 Joint Filing Agreement Exhibit 2 Press release of the Company announcing the ULLICO investment dated March 7, 2001. Exhibit 3 Press release of the Company announcing the Freddie Mac investment dated March15, 2001. Exhibit 4 Series A 8% Convertible Preferred Stock Purchase Agreement, dated as of March 7, 2001, among the Company and the Investors named therein (incorporated by reference to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed with the SEC on March 22, 2001). Exhibit 5 Registration Rights Agreement, dated as of March 7, 2001, among the Company and the signatories named therein (incorporated by reference to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed with the SEC on March 22, 2001). Exhibit 6 Voting Agreement, dated as of March 7, 2001, among the Company and the stockholders listed on Schedule 1 therein (incorporated by reference to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed with the SEC on March 22, 2001). Exhibit 7 Certificate of Designations, Preferences and Rights of Series A 8% Convertible Preferred Stock (incorporated by reference to the Company's Annual Report on Form 0-K for its fiscal year ended December 31, 2000, filed with the SEC on March 22, 2001). Exhibit 8 Power of Attorney executed by General Electric Company (incorporated by reference to Schedule 13D filed by General Electric Company on July 28, 2000 in connection with common stock of United Road Services, Inc.). Exhibit 9 Power of Attorney executed by General Electric Capital Services, Inc. (incorporated by reference to Schedule 13D filed by General Electric Company on July 28, 2000 in connection with common stock of United Road Services, Inc.). EX-99 2 0002.txt EXHIBIT 1 - JOINT FILING AGREEMENT EXHIBIT 1 In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated March 30, 2001 (including amendments thereto) with respect to the common stock of LendingTree, Inc. This joint filing agreement shall be filed as an Exhibit to such Statement. Date: March 30, 2001 THE UNION LABOR LIFE INSURANCE COMPANY ON BEHALF OF ITS SEPARATE ACCOUNT P By: /s/ Robert Kennedy ---------------------------------------------- /s/ Douglas R. Lebda -------------------------------------------------- DOUGLAS R. LEBDA & TARA G. LEBDA JT TEN WROS By: /s/ Douglas R. Lebda ---------------------------------------------- THE LEBDA FAMILY 1999 IRREVOCABLE TRUST By: /s/ Doulas R. Lebda ---------------------------------------------- /s/ W. James Tozer, Jr. -------------------------------------------------- /s/ Richard D. Field -------------------------------------------------- /s/ Theodore W. Kheel -------------------------------------------------- PRUDENTIAL SECURITIES C/F KEITH B. HALL - IRA ROLLOVER By: /s/ Keith B. Hall -------------------------------------------------- KEITH B. AND ANN M. HALL By: /s/ Keith B. Hall -------------------------------------------------- /s/ Keith B. Hall -------------------------------------------------- GE CAPITAL RESIDENTIAL CONNECTIONS CORPORATION By: /s/ Theodore F. Weiland ---------------------------------------------- Title: CFO GE CAPITAL MORTGAGE CORPORATION By: /s/ Theodore F. Weiland --------------------------------------------- Title: CFO GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY By: /s/ Ward E. Bobitz --------------------------------------------- Title: Senior Vice President and Secretary GNA CORP. By: /s/ Ward E. Bobitz --------------------------------------------- Title: Senior Vice President and Secretary GE FINANCIAL ASSURANCE HOLDINGS, INC. By: /s/ Ward E. Bobitz --------------------------------------------- Title:Vice President and Assistant Secretary GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Leon E. Roday --------------------------------------------- Title: Vice President GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Leon E. Roday --------------------------------------------- Title: Attorney-in-Fact GENERAL ELECTRIC COMPANY By: /s/ Leon E. Roday --------------------------------------------- Title: Attorney-in-Fact EX-99 3 0003.txt EXHIBIT 2 - PRESS RELEASE EXHIBIT 2 Keith Hall Deborah Roth Contacts: Sr. Vice President Director Corporate Communications & CFO LendingTree, Inc. LendingTree, Inc. (704) 944-8571 (704) 944-8580 droth@lendingtree.com khall@lendingtree.com LENDINGTREE ANNOUNCES $45 MILLION FINANCING PACKAGE Participants in round include Zions Bancorporation, Capital Z Partners, Ltd., Union Labor Life Insurance Co., and the Paul Revere Capital Fund, Ltd. o Package consists of $21 million consisting of approximately $13 million in convertible preferred and $7.5 million through credit facilities o Company also receives $24 million commitment for common stock equity line. o $21 million from preferred stock and credit lines will fund LendingTree's operations until the company expects to earn positive EBITDA in first quarter 2002. CHARLOTTE, N.C., MARCH 7, 2001 -- LendingTree, Inc. (NASDAQ: TREE), the leading online loan marketplace and loan exchange technology provider, today obtained commitments and signed agreements in conjunction with a financing package of $45 million. The package consists of $21 million raised through the sale of approximately $13 million in convertible preferred stock and arranging two lines of credit for $7.5 million. The company also received a commitment for a $24 million line of common equity financing. Investors in the 8% convertible preferred stock include Capital Z Partners, Ltd., the company's largest investor, Zions Bancorporation, owners of Digital Signature Trust Company, as well as other affiliated private investors. One of the $7.5 million lines of credit is a $5 million line arranged with the Union Labor Life Insurance Company (ULLICO), the company's second largest investor. Doug Lebda, LendingTree's founder and CEO stated, "We are very pleased with the structure of this financing package. The $21 million in funds received from the sale of convertible preferred stock and the two credit facilities, plus the company's $12.7 million in cash as of December 31, 2000, is enough to fund LendingTree's operations until we expect to earn positive cash operating income (EBITDA) in the first quarter of 2002." The $24 million commitment for a line of common equity financing was arranged with Paul Revere Capital Partners, Ltd. This line permits LendingTree to sell common stock when and if desired by the company during the next 24 months, subject to certain restrictions. -more- These offerings will be private placements under the Securities Act of 1933. The securities will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. LendingTree has agreed to file a registration statement covering resales of the common stock by the investors. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering sold would be unlawful. Conference Call Information: LendingTree has scheduled a conference call to discuss the company's financial results for the fourth quarter of 2000 and this financing package on Wednesday, March 7th at 5:00 p.m. EST. To listen to the conference call, please dial 212-896-6061. A replay of the call will be available starting one hour after the completion of the call until 5:00 p.m. EST, March 10, 2001. The dial-in number for the replay will be 800-633-8284, Reservation #18146801. The conference call will also be available via Webcast at LendingTree.com. ABOUT LENDINGTREE, INC. LendingTree (NASDAQ: TREE) is the leading online loan marketplace and loan exchange technology provider. LendingTree's loan exchange technology, Lend-Xsm, powers the online loan marketplace at LendingTree.com, as well as the online lending offerings of other institutions. At LendingTree.com qualified consumers may receive multiple loan offers, within one business day, in response to a single loan request for home mortgages, home equity loans, personal loans, automobile financing loans, and credit cards. More than 100 banks and lenders compete for consumers' business in the LendingTree loan marketplace at www.lendingtree.com, providing consumers with an unprecedented level of control over the lending process, by enabling them to compare and review multiple loan offers and accept the loan offer that is best for them. The banks and lenders in the LendingTree marketplace generate new business that meets their specific underwriting criteria at reduced acquisition costs. For more information, or for a full listing of the more than 100 banks and lenders in the Lending Tree marketplace please go to www.lendingtree.com or call 704-541-5351. ABOUT ZIONS BANCORPORATION Zions Bancorporation is one of the nation's premier financial services companies, consisting of a collection of great banks in some of the country's best growth markets. Under local management teams and community identities, Zions operates over 350 full-service banking offices in Arizona, California, Colorado, Idaho, Nevada, New Mexico, Utah and Washington. In addition, Zions is the only primary dealer in government securities headquartered in the Western U.S., and is a national leader in SBA lending, agricultural finance and electronic bond trading. Through its subsidiary, Digital Signature Trust, the company is a leader in providing trusted Internet identity credentials. Investor information and links to subsidiary banks can be accessed at www.zionsbancorporation.com. ABOUT CAPITAL Z PARTNERS Based in New York, Capital Z Financial Services Fund II, LP (CZF II) is a $1.85 billion global private equity fund that focuses exclusively on investments in traditional -more- and online financial services companies. CZF II, which was formed in August 1998, is managed by Capital Z Partners, a global alternative asset management firm headquartered in New York City with offices in San Francisco, London and Hong Kong. Capital Z Partners also manages Capital Z Investments, L.P., a $1.5 billion fund which focuses exclusively on investments in private equity funds, hedge funds and other alternative investment vehicles. Since 1990, Capital Z Partners and its predecessor funds have invested in excess of $1.8 billion in over 70 transactions - including in excess of $450 million in e-finance businesses. This press release contains forward-looking statements within the meaning of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding: projected future revenues; optimism about the results of certain strategic and consumer initiatives; product and technological implementations; and projected expenditures and growth. These statements are based on management's current expectations or beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those set forth in the forward looking statements. The Company's actual results might differ materially from those stated or implied by such forward-looking statements due to risks and uncertainties associated with the Company's business, which include, but are not limited to: variations in consumer demand or acceptance; the willingness of lending institutions to offer their products over the Internet; further changes in the Company's relationships with existing lenders, companies, and/or strategic partners; the Company's ability to attract and integrate new lending companies and strategic partners; implementation of competing Internet strategies by existing and potential lending participants; implementation and acceptance of new product or service offerings, consumer lending industry regulation; competition in all aspects of the Company's business; fluctuations in operating results; or other unforeseen factors. The forward-looking statements should be considered in the context of these and other risk factors disclosed in the Company's filings with the Securities and Exchange Commission. ### EX-99 4 0004.txt EXHIBIT 3 - PRESS RELEASE EXHIBIT 3 Contacts: Keith Hall Deborah Roth Sr. Vice President &CFO Director of Corporate Communcations LendingTree, Inc. LendingTree (704) 944-8580 (704) 944-8571 khall@lendingtree.com droth@lendingtree.com LENDINGTREE ANNOUNCING FREDDIE MAC AS PART OF $45 MILLION FINANCING ROUND ANNOUNCED LAST WEEK Strategic Partner Contributes $2.5 Million as Part of Overall $45 Million Financing Package Announced Last Week CHARLOTTE, N.C., MARCH 15, 2000 -- LendingTree, Inc. (NASDAQ: TREE), the leading online loan marketplace and loan exchange technology provider, announces Freddie Mac's participation in part of the overall $45 million financing package announced by LendingTree last week on March 7, 2001. Freddie Mac's $2.5 million financing further solidifies the partnership forged between the two companies in July, 2000, integrating LendingTree's Lend-XSM technology and Freddie Mac's Loan Prospector(R) mortgage evaluation and processing tools. ABOUT LENDINGTREE, INC. LendingTree (NASDAQ: TREE) is the leading online loan marketplace and loan exchange technology provider. LendingTree's unique loan technology, Lend-XSM, powers the online loan marketplace at LendingTree.com, as well as the online lending resources of other institutions. At LendingTree.com qualified consumers may receive multiple loan offers, within one business day, in response to a single loan request for home mortgages, home equity loans, personal loans, automobile loans, and credit cards. More than 100 banks and lenders compete for consumers' business in the LendingTree loan marketplace at www.lendingtree.com, providing consumers with an unprecedented level of control over the lending process, by enabling them to compare and review multiple loan offers and accept the loan offer that is best for them. The banks and lenders in the LendingTree marketplace generate new business that meets their specific underwriting criteria at reduced acquisition costs. For more information, or for a full listing of the more than 100 banks and lenders in the LendingTree marketplace please go to www.lendingtree.com or call 704-541-5351. ABOUT LEND-XSM Lend-XSM is LendingTree's online loan exchange technology that enables companies to quickly and easily embed a customized private label or co-branded loan marketplace into their site. Lend-XSM technology has the flexibility to support a variety of different business models. Lend-X provides a fast, adaptable and reliable -more- online lending solution for lenders and non-lenders alike with valuable access to LendingTree's online lending exchange with more than 100 banks and lenders. In conjunction with LendingTree's services, Lend-X can be used to provide access to loans for customers of lenders and non-lenders alike. Lend-XSM clients include: Bank of America, Freddie Mac, S1 Corporation, priceline.com, Sallie Mae, CNBC.com, Home Account, MSN Money Central, Autobytel.com, Wachovia, EDS' Wendover, Fleet Bank, Citizens Bank, and Affinity Plus Federal Credit Union. These offerings will be private placements under the Securities Act of 1933. The securities will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. LendingTree has agreed to file a registration statement covering resales of the common stock by the investors. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering sold would be unlawful. ### -----END PRIVACY-ENHANCED MESSAGE-----