Sec Form 4 Filing - SPECIALTY FINANCE PARTNERS @ LENDINGTREE INC - 2003-08-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person SPECIALTY FINANCE PARTNERS 2. Issuer Name and Ticker or Trading Symbol LENDINGTREE INC [ TREE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 54 THOMPSON STREET, 3. Date of Earliest Transaction (MM/DD/YY) 08/08/2003 (Street) NEW YORK, NY10012 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $.01 ("Common Stock") ( 1 ) 08/08/2003 U 4,487,242 D 0 D ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A 8% Convertible Preferred Stock ( 3 ) 08/08/2003 U 2,156,726 ( 7 ) ( 6 ) Common Stock 2,359,890 ( 3 ) 0 D ( 6 ) Non-Qualified Stock Options ( 4 ) 08/08/2003 U 45,758 ( 4 ) ( 5 ) Common Stock 45,758 ( 4 ) 0 D ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SPECIALTY FINANCE PARTNERS 54 THOMPSON STREET NEW YORK, NY10012 X CAPITAL Z FINANCIAL SERVICES FUND II SIX INTERNATIONAL DR STE 190 RYE BROOK, NY10573-1068 X CAPITAL Z PARTNERS LP ONE CHASE MANHATTAN PLAZA NEW YORK, NY10005 X CAPITAL Z PARTNERS LTD ONE CHASE MANHATTAN PLAZA NEW YORK, NY10005 X Signatures /s/ David A. Spuria, General Counsel 08/19/2003 Signature of Reporting Person Date

Explanation of Responses:

( 1 ) Common Stock includes (i) 2,086,420 shares of Common Stock, (ii) 2,359,890 shares of Common Stock that were, on August 8, 2003, issuable upon conversion of 2,156,726 shares of Series A 8% Convertible Preferred Stock, par value $0.01 per share ("Series A Preferred Stock"), beneficially owned by Specialty Finance Partners and (iii) 40,932 shares of Common Stock that were issuable upon exercise of vested stock options held by a related entity. ( 2 ) On August 8, 2003, in connection with the merger (the "Merger") of Forest Merger Corp., a wholly owned subsidiary of InterActiveCorp ("IAC") with and into LendingTree, Inc., each share of Common Stock beneficially owned by Specialty Finance Partners was converted into 0.6199 of a share of common stock, par value $0.01 per share, of IAC ("IAC Common Stock"). ( 3 ) On August 8, 2003, in connection with the Merger, each share of Series A Preferred Stock that was convertible into 1.0942 shares of Common Stock immediately prior to the Merger, was converted, pursuant to the Merger, into the right to receive 0.6199 of a share of IAC Common Stock. ( 4 ) On August 8, 2003, in connection with the Merger, (1) 4,826 options to purchase Common Stock were terminated pursuant to change of control provisions triggered by the Merger and (2) 40,932 options to purchase Common Stock were assumed by IAC and replaced with options to purchase 25,373.7 shares of IAC Common Stock (based on the Merger's conversion ratio of 0.6199 of a share of IAC Common Stock for each share of Common Stock). ( 5 ) The Non-Qualified Stock Options assumed by IAC expire as follows: (1) 16,969.1 IAC Common Stock options (representing options to purchase 27,373.7 shares of Common Stock prior to the Merger) expire August 23, 2011; (2) 5,413.0 IAC Common Stock options (representing options to purchase 8,732 shares of Common Stock prior to the Merger) expire April 24, 2012; and (3) 2,991.6 IAC Common Stock options (representing options to purchase 4,826 shares of Common Stock prior to the Merger) expire April 24, 2013. ( 6 ) Not applicable. ( 7 ) Immediately.

Remarks: See attached Exhibit 99.1 for additional signatures.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.