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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 14, 2000
CHOICEPOINT INC.
(Exact Name of Registrant as Specified in its Charter)
GEORGIA 001-13069 58-2309650
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)
1000 ALDERMAN DRIVE
ALPHARETTA, GEORGIA 30005
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (770) 752-6000
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On February 14, 2000, ChoicePoint Inc., a Georgia corporation
("ChoicePoint"), executed a definitive agreement in which ChoicePoint
agreed to acquire all of the outstanding capital stock of DBT Online,
Inc., a Pennsylvania corporation ("DBT"), in a merger transaction (the
"Merger") pursuant to the terms of a Merger Agreement, by and among,
ChoicePoint, ChoicePoint Acquisition Corporation, a Pennsylvania
corporation and a wholly owned subsidiary of ChoicePoint ("Merger
Sub"), and DBT (the "Merger Agreement"). In the Merger, Merger Sub will
be merged with and into DBT with DBT surviving such merger. The
transaction is subject to, among other things, the parties securing
necessary regulatory review and shareholder approval and is expected to
be effective sometime in the second quarter of this year. The
transaction will be accounted for as a pooling of interests.
ChoicePoint is a leading provider of decision-making intelligence
to businesses and government agencies. Through the identification,
retrieval, storage, analysis and delivery of data, the company serves
the information needs of the property and casualty insurance market,
the life and health market, and the business and government markets,
including Fortune 1000 corporations, asset-based lenders and
professional service providers, and local, state and federal
governments.
DBT Online, Inc. is a leading nationwide provider of organized
online public records data and other information. DBT believes that its
database is one of the country's largest depositories of public records
and other public information, containing more than 6 billion records
and more than 27 terabytes of data storage capacity. DBT's customers
use its online information services to detect fraudulent activity,
assist law enforcement efforts, locate people and assets, and verify
information and identities, as well as many other purposes.
Attached hereto and incorporated herein by reference are the
Merger Agreement, Amendment No. 2 to ChoicePoint's Rights Agreement and
a joint press release of ChoicePoint and DBT dated February 14, 2000.
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Item 7. Financial Statements and Exhibits.
Exhibit No.
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2.1 Agreement and Plan of Merger by and among ChoicePoint Inc.,
ChoicePoint Acquisition Corporation and DBT Online, Inc.,
dated as of February 14, 2000. The Exhibits and Disclosure
Letters are referenced throughout the Merger Agreement and are
hereby incorporated by reference. Such Exhibits and Disclosure
Letters have been omitted for purposes of this filing, but
will be furnished supplementally to the Commission upon
request.
4.1 Amendment No. 2 to Rights Agreement, between ChoicePoint Inc.
and SunTrust Bank, dated February 14, 2000.
99.1 Text of the Joint Press Release of ChoicePoint Inc. and DBT
Online, Inc., dated February 14, 2000.
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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.
Date: February 15, 2000
CHOICEPOINT INC.
By: /s/ Douglas C. Curling
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Name: Douglas C. Curling
Title: Chief Operating Officer and
Treasurer
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EXHIBIT INDEX
Exhibit
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2.1 Agreement and Plan of Merger by and among ChoicePoint Inc.,
ChoicePoint Acquisition Corporation and DBT Online, Inc.,
dated as of February 14, 2000. The Exhibits and Disclosure
Letters are referenced throughout the Merger Agreement and are
hereby incorporated by reference. Such Exhibits and Disclosure
Letters have been omitted for purposes of this filing, but
will be furnished supplementally to the Commission upon
request.
4.1 Amendment No. 2 to Rights Agreement, between ChoicePoint Inc.
and SunTrust Bank, dated February 14, 2000.
99.1 Text of the Joint Press Release of ChoicePoint Inc. and DBT
Online, Inc., dated February 14, 2000.
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