UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): AUGUST 8, 2003
INTERACTIVECORP
(Exact name of Registrant as specified in charter)
DELAWARE 0-20570 59-2712887
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
152 WEST 57TH STREET, NEW YORK, NY 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 314-7300
N/A
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to an Agreement and Plan of Merger, dated as of May
5, 2003 (the "Merger Agreement"), by and among InterActiveCorp ("IAC"), formerly
USA Interactive, Forest Merger Corp., a Delaware corporation and wholly owned
subsidiary of IAC ("Forest Merger Corp."), and LendingTree, Inc., a Delaware
corporation ("LendingTree"), IAC on August 8, 2003 completed its acquisition of
LendingTree through the merger of Forest Merger Corp. with and into LendingTree,
with LendingTree surviving as a subsidiary of IAC (the "Merger").
In the Merger, each outstanding share of common stock, par
value $0.01 per share, of LendingTree ("LendingTree Common Stock") (other than
LendingTree Common Stock (i) held by LendingTree as treasury stock or (ii) owned
by IAC immediately prior to completion of the Merger) was converted into the
right to receive (i) 0.6199 (the "Exchange Ratio") of a share of common stock,
par value $0.01 per share, of IAC ("IAC Common Stock") and (ii) cash instead of
any fractional share of IAC Common Stock. Pursuant to the Merger Agreement, each
outstanding share of Series A 8% Convertible Preferred Stock, par value $0.01
per share, of LendingTree ("LendingTree Preferred Stock") (other than
LendingTree Preferred Stock (i) held by LendingTree as treasury stock, (ii)
owned by IAC immediately prior to the completion of the Merger or (iii) as to
which appraisal rights are perfected under Delaware law) was converted into the
right to receive (i) the number of shares of IAC Common Stock that each share of
LendingTree Preferred Stock would have had a right to receive under the Merger
Agreement had such LendingTree Preferred Stock been converted into LendingTree
Common Stock immediately before the completion of the Merger, and (ii) cash
instead of any fractional share of IAC Common Stock that would otherwise be
issued. Pursuant to the Merger Agreement, all outstanding stock options and
warrants granted by LendingTree are no longer exercisable for shares of
LendingTree Common Stock but, instead, are exercisable for shares of IAC Common
Stock based on the Exchange Ratio, as set forth in the Merger Agreement.
Please see the full text of IAC's press release, filed as
Exhibit 99.1 hereto, which is incorporated herein by reference.
IAC filed a registration statement on Form S-4 (File No.
333-105876) (the "Registration Statement"), as amended, registering under the
Securities Act of 1933, as amended, the shares of IAC Common Stock issued or
reserved for issuance in connection with the Merger. The Registration Statement
contains additional information about the Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits.
99.1 Press Release dated August 8, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
INTERACTIVECORP
By: /s/ Dara Khosrowshahi
-----------------------------------
Name: Dara Khosrowshahi
Title: Executive Vice President and
Chief Financial Officer
Date: August 8, 2003
EXHIBIT INDEX
Exhibit No. Description
___________ ___________
99.1 Press Release dated August 8, 2003.