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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ________
COMMISSION FILE NUMBER - 1-13069
CHOICEPOINT INC.
(Exact Name of Registrant as Specified in Its Charter)
GEORGIA 58-2309650
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1000 ALDERMAN DRIVE 30005
ALPHARETTA, GEORGIA (Zip Code)
(Address of Principal Executive Offices)
(770) 752-6000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS REGISTERED
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Common Stock, par value $.10 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ]
Aggregate market value of the voting stock held by non-affiliates of the
Registrant: $1,140,135,545 as of March 6, 2000
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. 29,528,082 shares of
Common Stock, par value $.10 per share, outstanding as of March 6, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement relating to the 2000 Annual Meeting of
Shareholders are incorporated herein by reference in Part III, Items 10 (as
related to Directors), 11, 12 and 13.
Portions of the Annual Report to Shareholders for the year ended December
31, 1999 are incorporated herein by reference in Parts II and IV.
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TABLE OF CONTENTS
PAGE
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PART I...................................................... 1
Item 1. Business......................................... 1
Item 2. Properties....................................... 6
Item 3. Legal Proceedings................................ 6
Item 4. Submission of Matters to a Vote of Security
Holders.......................................... 6
Part II..................................................... 8
Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters...................... 8
Item 6. Selected Financial Data.......................... 8
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............. 8
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk...................................... 8
Item 8. Financial Statements and Supplementary Data...... 9
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.............. 9
Part III.................................................... 9
Item 10. Directors and Executive Officers of the
Registrant....................................... 9
Item 11. Executive Compensation........................... 9
Item 12. Security Ownership of Certain Beneficial Owners
and Management................................... 9
Item 13. Certain Relationships and Related
Transactions..................................... 9
Part IV..................................................... 9
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K.............................. 9
THIS FORM 10-K AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY
CHOICEPOINT INC. OR ITS MANAGEMENT CONTAIN STATEMENTS WHICH MAY CONSTITUTE
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF 1933,
AS AMENDED, AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995, 15 U.S.C.A. SECTIONS 77Z-2 AND 78U-5
(SUPP. 1996.). THOSE STATEMENTS AND INFORMATION ARE BASED ON MANAGEMENT'S
BELIEFS, PLANS, EXPECTATIONS AND ASSUMPTIONS AND ON INFORMATION CURRENTLY
AVAILABLE TO CHOICEPOINT. THE WORDS "MAY," "SHOULD," "EXPECT," "ANTICIPATE,"
"INTEND," "PLAN," "CONTINUE," "BELIEVE," "SEEK," "ESTIMATE," AND SIMILAR
EXPRESSIONS USED IN THIS REPORT THAT DO NOT RELATE TO HISTORICAL FACTS ARE
INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS.
THE FORWARD-LOOKING STATEMENTS IN THIS REPORT ARE NOT GUARANTEES OF FUTURE
PERFORMANCE AND INVOLVE CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS. SUCH
RISKS, UNCERTAINTIES AND ASSUMPTIONS INCLUDE THE FOLLOWING: (I) THE LEVELS OF
DEMAND FOR CHOICEPOINT'S EXISTING SERVICES; (II) CHOICEPOINT'S ABILITY TO
DEVELOP NEW SERVICES AND TO ADAPT EXISTING SERVICES TO NEW USES; (III)
CHOICEPOINT'S ABILITY TO MAINTAIN ACCEPTABLE MARGINS AND ITS ABILITY TO CONTROL
ITS COSTS; (IV) THE IMPACT OF FEDERAL, STATE AND LOCAL REGULATORY REQUIREMENTS
ON CHOICEPOINT'S BUSINESS, SPECIFICALLY THE PUBLIC RECORDS MARKET AND PRIVACY
MATTERS AFFECTING CHOICEPOINT; (V) THE IMPACT OF CONSOLIDATION OR OTHER BUSINESS
DEVELOPMENTS IN THE INSURANCE INDUSTRY, WHICH ACCOUNTS FOR APPROXIMATELY 62% OF
CHOICEPOINT'S REVENUE; AND (VI) THE UNCERTAINTY OF ECONOMIC CONDI-
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TIONS IN GENERAL. MANY OF SUCH FACTORS ARE BEYOND CHOICEPOINT'S ABILITY TO
CONTROL OR PREDICT. AS A RESULT, CHOICEPOINT'S FUTURE ACTIONS, FINANCIAL
CONDITION, RESULTS OF OPERATIONS AND THE MARKET PRICE OF CHOICEPOINT'S COMMON
STOCK COULD DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD-LOOKING
STATEMENTS MADE BY CHOICEPOINT. DO NOT PUT UNDUE RELIANCE ON FORWARD-LOOKING
STATEMENTS. CHOICEPOINT DOES NOT INTEND TO PUBLICLY UPDATE ANY FORWARD-LOOKING
STATEMENTS THAT MAY BE MADE FROM TIME TO TIME BY, OR ON BEHALF OF, CHOICEPOINT,
WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
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PART I
ITEM 1. BUSINESS
GENERAL
ChoicePoint Inc., a Georgia corporation ("ChoicePoint" or the "Company"),
is a leading provider of decision-making intelligence to businesses, government
agencies and individuals. ChoicePoint became an independent public company in
August 1997 through the combination of the businesses that had comprised the
Insurance Services Group of Equifax Inc. ("Equifax") within a separate company
and the subsequent spinoff (the "Spinoff") of the Company's outstanding stock by
Equifax as a stock dividend to the shareholders of Equifax. References to
ChoicePoint or the Company mean ChoicePoint Inc., its subsidiaries and divisions
after the Spinoff and the Insurance Services Group of Equifax prior to the
Spinoff.
Based on market share, ChoicePoint is a leading provider of risk management
and fraud prevention information and related technology solutions to the
insurance industry. The Company also offers risk management and fraud prevention
solutions to organizations in other industries. At its formation, the Company
was organized into three service groups: Property & Casualty Insurance Services;
Life & Health Insurance Services; and Business & Government Services. Following
a series of divestitures since the Spinoff, primarily in the life and health
insurance areas, the Company combined all of its insurance related operations
into one service group, and since January 1, 1999, has operated its business
through two primary service groups: Insurance Services and Business & Government
Services.
ChoicePoint provides most major domestic insurance companies with
underwriting and claims information services to assist those companies in
assessing the insurability and associated policy pricing of individuals and
property. The Company furnishes access to motor vehicle reports, maintains a
database of claims histories, provides automated claims verification information
services to both the property and casualty and the life and health insurance
markets, and provides database marketing services, including pre-screened and
direct marketing lists. ChoicePoint also offers pre-employment background
investigations, pre-employment and regulatory compliance drug testing services,
shareholder locator searches, credential verification service, and due diligence
and public record information searches to other corporate and government
organizations, as well as to the aforementioned insurance markets. The Company
also provides modeling services, customized policy rating and issuance software,
property inspections and audits to the commercial insurance market, and
laboratory testing services and related technology solutions to the life
insurance market.
ChoicePoint's strategic goal is to be a leading provider of enhanced
information services to a broad range of industries. The Company is continuing
to expand its data distribution, data gathering and technological capabilities,
and believes that it is positioned to offer a variety of new products to a
diverse set of industries. The Company intends to accomplish its goals by
expanding its presence in business and government markets, pursuing acquisitions
and strategic alliances, developing and enhancing key technological capabilities
and maintaining solid financial performance.
STRATEGIC ACQUISITIONS AND ALLIANCES
Commencing in 1993, the Company initiated a strategy of acquiring
organizations that add new data, markets and technology to ChoicePoint's
operations. In April 1994, ChoicePoint acquired the assets of Programming
Resources Company ("PRC"), headquartered in Hartford, Connecticut, which
develops custom policy rating and issuance software for commercial property and
casualty insurance companies. The PRC acquisition enhanced ChoicePoint's
technological capability by adding a systems development competency and expanded
the Company's presence in the commercial insurance market. In November 1994,
ChoicePoint acquired Osborn Group Inc., formerly known as Osborn Laboratories,
Inc. ("Osborn Group"), a blood, urine and saliva testing business that provides
insurance companies with applicant-specific information. Osborn Group, which is
the second largest laboratory of its kind in the United States, uses
state-of-the-art technologies that incorporate voice, image and other data into
its production and communication processes. Osborn Group also has a highly
skilled research and development team, which researches alternative sampling and
testing techniques for delivery of more effective and lower cost testing
solutions to customers.
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In 1996, ChoicePoint acquired Professional Test Administrators, Inc.
("PTA"), headquartered in Chicago, Illinois, to accelerate the Company's entry
into the drug testing market. The PTA acquisition gave ChoicePoint the ability
to administer all components of substance abuse programs, including results
analysis. By offering drug testing services, ChoicePoint is able to enhance the
value of its employment services by creating a total hiring solution for
customers.
In August 1996, ChoicePoint acquired 70% of the outstanding capital stock
of CDB Infotek, currently marketed under the name ChoicePoint ("ChoicePoint
PRO"), an automated public records company with more than 1,600 online public
record databases, including criminal, bankruptcy, judgment and lien databases.
Through the exercise of an option, the Company acquired the remaining
outstanding shares of ChoicePoint PRO, which is now a wholly owned subsidiary of
ChoicePoint. Headquartered in Santa Ana, California, ChoicePoint PRO serves
corporations and the legal, insurance and investigative markets.
In addition, in furtherance of the Company's focus on building its
strategic records capabilities to serve the government, healthcare and insurance
markets, in October 1997 ChoicePoint acquired the assets of Medical Information
Network, LLC ("MediNet"). MediNet is an online physician verification service
that provides background information on physicians, including disciplinary data,
education, board certifications, and criminal and civil convictions from sources
such as the American Medical Association, U.S. Drug Enforcement Agency, U.S.
Food and Drug Administration and state medical boards, to assist in fraud
mitigation.
To add to its drug testing medical review officer offerings, in 1997
ChoicePoint acquired the assets of Drug Free, Inc., a drug testing information
services company. In April 1998, ChoicePoint acquired the assets of Attest
National Drug Testing, Inc., a drug testing information services company, and
Application Profiles, Inc., a full service background investigation company. In
October 1998, the Company acquired Informus Corporation ("Informus") in order to
leverage their Internet technology and expand its automated offerings in the
pre-employment screening market. The Informus acquisition allows the Company to
provide complete range of web-based solutions by integrating its pre-employment
background and drug testing services over the Internet to its corporate
customers, and the acquisition provides further growth opportunities for the
Company in the small to mid-sized company market. Also in November 1998, the
Company acquired Tyler-McLennon, Inc., a provider of employment background
screening services and record searches.
In September 1998, ChoicePoint entered into a strategic alliance with
Intertech Information Management, Inc. ("Intertech"), a leading provider of
document management and imaging services. The minority equity investment in
Intertech allows the Company to license document management software that
enables ChoicePoint to transform data from paper to electronic format, thereby
enhancing efficiencies.
In October 1998, the Company acquired ChoicePoint Direct Inc., formerly
known as Customer Development Corporation ("CP Direct"). CP Direct is a
full-service, fully integrated database marketing company providing customized
marketing programs primarily for clients in the insurance, consumer finance,
publishing and banking industries.
In November 1998, the Company acquired EquiSearch Services, Inc.
("EquiSearch"). The EquiSearch acquisition allowed the Company to expand its
value-added applications of Company data and to offer consumer-benefit services.
EquiSearch's primary function is to contract with companies or stock transfer
agents to locate lost stockholders of Fortune 1000 and other public
corporations.
In December 1998, in order to increase the Company's presence in the
personal automobile insurance market, ChoicePoint acquired DATEQ Information
Network, Inc. ("DATEQ"), a provider of underwriting services to that market. The
DATEQ acquisition allowed the Company to bring enhanced risk assessment products
and services to its core insurance customer base.
Also in December 1998, the Company sold its life and health insurance field
underwriting services and insurance claim investigation services to PMSI
Services, Inc. This transaction, when combined with the December 1997 sale of
the paramedical examination business to Pediatric Services of America, Inc.,
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completes ChoicePoint's strategy of exiting the labor-intensive life and health
and investigative field businesses.
In May 1999, the Company purchased the assets of Washington Document
Service, Inc., a leading nationwide court document research and retrieval
company serving the legal market, which complements the Company's existing
public record service. In July 1999, the Company acquired Data Tracks
Technology, Inc., a public record information company based in Sarasota,
Florida. This acquisition strengthens the Company's online public record data in
the Florida market and brings a strong web-based solution that is leveragable
into certain markets and customers. In November 1999, the Company acquired the
stock of DataMart, Inc. which provides software database services for
ChoicePoint companies.
In January 2000 the Company completed the previously-announced sale of its
operations in the United Kingdom to Experian Limited, including the CUE UK
database, a proprietary database containing home and motor insurance claims
information.
Also in January 2000, the Company purchased Statewide Data Services, Inc.
("SDS"), the insurance industry's largest provider of prospecting leads and
related services to property and casualty agents. Management believes that this
acquisition, combined with the Company's underwriting information and direct
marketing services, will provide the insurance industry with a complete and
integrated suite of direct marketing products and services.
Effective February 1, 2000, the Company acquired National Safety Alliance,
Incorporated ("NSA"), one of the largest independent drug testing administration
companies in the United States, to strengthen the Company's position as a
leading single-source provider of pre-employment solutions. NSA contracts with
customers as a third-party administrator of drug tests used for determining
employment eligibility.
On February 14, 2000, the Company announced a proposed merger with DBT
Online, Inc., a public record services provider, ("DBT") which the Company
believes will significantly complement its public records business. DBT
primarily provides mid-sized companies with online public records information
whereas ChoicePoint's current customers primarily represent Fortune 1000
corporations which the Company provides with a broad range of information
services. The Company will acquire all of the outstanding capital stock of DBT
in a pooling-of-interest transaction. The transaction remains subject to
regulatory and shareholder approval.
PRODUCTS AND CUSTOMERS
As indicated above, following a series of divestitures since the Spinoff,
primarily in the life and health insurance areas, the Company has combined all
of its insurance related operations into one service group, and, since January
1, 1999, has operated through two primary service groups: Insurance Services and
Business & Government Services. ChoicePoint's offices are primarily located
throughout the United States. The Company's business is not seasonal. The
following table reflects the revenue generated by each of ChoicePoint's two
service groups, and from the divested and discontinued product lines, from 1997
through 1999 and the percentage contribution by each group to ChoicePoint's
revenue for each such year.
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HISTORICAL REVENUE BY SERVICE GROUP
1999 1998 1997
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AMOUNT % AMOUNT % AMOUNT %
-------- --- -------- --- -------- ---
(DOLLARS IN THOUSANDS)
Insurance Services.......................... $264,834 62% $246,463 70% $214,386 73%
Business & Government Services.............. 164,958 38 103,488 30 80,193 27
-------- --- -------- --- -------- ---
Subtotal.................................... 429,792 100% 349,951 100% 294,579 100%
Divested & Discontinued Product Lines....... 351 56,524 122,742
-------- -------- --------
Total............................. $430,143 $406,475 $417,321
======== ======== ========
Insurance Services. ChoicePoint provides underwriting information to
property and casualty insurance companies in the United States. Personal lines
property and casualty insurance services include automated direct marketing,
underwriting and claims information, such as motor vehicle reports, the
Company's Comprehensive Loss Underwriting Exchange ("C.L.U.E.(R)") database
services, vehicle registration services, credit reports, modeling services,
ChoicePointLink(TM), (insurance agent software), and driver's license
information. C.L.U.E. is a proprietary database comprised of claims information
contributed by major insurance underwriters (and accessed by those same
underwriters), which enables them to assess underwriting risks and pending
claims in the auto and home insurance markets. ChoicePoint's proprietary
ChoicePoint Rules(TM) systems automate customer-specific decision making
criteria to provide property and casualty insurance underwriters with decision
management tools that streamline and reduce the cost of the underwriting
process. This service group offers information delivery services to its clients
using mainframe, personal computer and Internet web-based communications.
In addition to personal lines underwriting information, ChoicePoint
provides services to the commercial property and casualty insurance market.
Those services include commercial inspections for underwriting purposes, workers
compensation audits of commercial properties, and development of high-end
customized application rating and issuance software for commercial customers.
ChoicePoint also provides laboratory information services and related technology
offerings to major life and health insurance companies in the United States.
Business & Government Services. In addition to serving the property and
casualty and life and health insurance markets, ChoicePoint provides risk
management and fraud prevention services and related technology solutions,
shareholder locator services and database marketing services to Fortune 1000
corporations, asset-based lenders, legal and professional service providers,
health care service providers and local, state and federal government agencies.
For instance, the Company provides information and services to customers in a
variety of industries for use in the hiring and employee regulatory compliance
process, including: (i) pre-employment background screenings, which include
credit and driving record checks, prior employment verification, education and
licensing verification and criminal record searches; and (ii) comprehensive drug
screening program management and administration and due diligence and creditial
verification services to legal and professional services.
The Company also provides enhanced information services to government
agencies, such as (i) uncovering ownership of hidden assets, locating
individuals and providing leads for criminal and civil investigations, (ii)
providing parent locator services, which locate for the public sector
individuals who are in violation of court mandates and (iii) screening of
certain Medicare and Medicaid providers and provider applicants to assist in
identifying and reducing health care fraud. In connection with its business and
government services, the Company provides automated and on-demand searches and
filings of public business records, including Uniform Commercial Code searches
and filings, bankruptcy, lien and judgment searches, searches of partnership and
corporation filing records, and criminal record searches to assist organizations
and lending institutions in managing potential risk exposure.
Customers. ChoicePoint's customer base includes substantially all domestic
insurance companies, many Fortune 1000 companies and certain local, state and
federal government agencies. The Company has more
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than 10,000 customers, none of which represented more than 10% of the Company's
total revenue in 1999.
Both of ChoicePoint's current service groups have the capability to receive
orders for and deliver products and services through electronic communications.
The Company supplies software to customers that wish to access the Company using
private networks.
COMPETITION
The Company operates in a number of geographic and product and service
markets, which are highly competitive. In the insurance services market,
ChoicePoint's competitors include Trans Union Corporation, American Insurance
Services Group, a unit of Insurance Services Office, Inc., Insurance Information
Exchange, L.L.C., a subsidiary of AMS Services, Inc. and LabOne, Inc. with
respect to insurance laboratory services. In the business and government
services market, ChoicePoint's competitors in the automated public records
market currently include DBT Online, Inc., the Lexis-Nexis service of Reed
Elsevier PLC, Online Professional Electronic Network LLC, Dallas Computer
Services, Inc. and InfoUSA Inc. while its competitors in the pre-employment
screening and drug testing services market include various security companies
and clinical laboratories, including Pinkertons Inc., Avert, Inc. and Laboratory
Corporation of America Holdings. Its competitors in database marketing services
offerings include Acxiom Corporation and Harte-Hanks Communications, Inc. With
respect to its offerings of consumer benefit services such as those provided by
EquiSearch, the Company competes with Keane Tracers, Inc. and Shareholder
Communications Corporation. In each of its markets, the Company competes on the
basis of responsiveness to customer needs, price and the quality and range of
products and services offered.
SOURCES OF SUPPLY
ChoicePoint's operations depend upon information derived from a wide
variety of automated and manual sources. External sources of data include public
records information companies, governmental authorities, and on-line search
systems. ChoicePoint has no reason to anticipate the termination of any
significant relationships with data suppliers. However, if material changes in
state or federal laws regulating or prohibiting the distribution of public
records were to occur, the Company's financial condition and results of
operations could be materially affected. In the event that such a termination
occurred, the Company believes that it could acquire the data from other
sources, however, such termination could have a material adverse effect on the
Company's financial condition or results of operations.
ChoicePoint currently maintains databases that contain information provided
and used by insurance underwriters. The information comprising these databases
is not owned by ChoicePoint, and the participating organizations could
discontinue contributing information to the databases. If this were to occur,
the Company's financial condition and results of operations would be materially
affected. ChoicePoint believes, however, that such an event is unlikely because
contributors to the databases depend upon the aggregated information in such
databases to conduct their business operations.
EMPLOYEES
As of December 31, 1999, ChoicePoint employed approximately 3,600 persons,
none of whom were unionized. Substantially all of the Company's workforce is
employed in the United States. As of December 31, 1999, ChoicePoint employed
approximately 350 individuals in Olathe, Kansas in its Osborn Group facilities,
approximately 240 individuals in Hartford, Connecticut in its PRC facilities,
approximately 170 individuals in Santa Ana, California at its ChoicePoint PRO
location, approximately 390 individuals in Peoria, Illinois in its CP Direct
location, about 80 employees at its CP Commercial Specialists office in Overland
Park, Kansas, approximately 250 individuals in St. Petersburg, Florida at its
Application Profiles office, approximately 29 employees in White Plains, New
York at its EquiSearch offices, and approximately 20 individuals at the
Sarasota, Florida location. Subsequent to year-end the Company added
approximately 160 employees in Pensacola, Florida at the SDS office and
approximately 60 NSA employees in Nashville, Tennessee. Approximately 600
individuals are employed in the Atlanta area in the Company's headquarters and
two
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branch office locations. The balance of ChoicePoint's employees are located in
the Company's remaining offices. ChoicePoint believes that its relations with
its employees are good.
PROPRIETARY MATTERS
ChoicePoint owns a number of trademarks and trade names that ChoicePoint
believes are important to its business. Except for the ChoicePoint trademark and
logo, however, the Company is not dependent upon any single trademark or trade
name or group of trademarks or trade names. The current duration for federal
registrations range from seven to fifteen years, but each registration may be
renewed an unlimited number of times. Other trademarks and trade names used in
the Company's business are registered and maintained in the U.S. and the United
Kingdom. C.L.U.E. is a registered trademark of ChoicePoint.
ITEM 2. PROPERTIES
ChoicePoint's principal executive offices are located in 206,000 square
feet of office space in Alpharetta, Georgia, a suburb of Atlanta. ChoicePoint
maintains approximately 65 other offices in the United States. These offices,
all of which are leased, contain a total of approximately 423,300 square feet of
space. Through Osborn Group, ChoicePoint owns two laboratory facilities in
Olathe, Kansas with approximately 76,000 square feet of space. Through CP
Direct, ChoicePoint owns four buildings in Peoria, Illinois representing
approximately 182,000 square feet of space. The Company ordinarily leases office
space of the general commercial type for conducting its business.
ITEM 3. LEGAL PROCEEDINGS
ChoicePoint is involved in litigation from time to time in the ordinary
course of its business. The Company does not believe that the outcome of any
pending or threatened litigation will have a material adverse effect on the
financial condition or results of operations of ChoicePoint. However, as is
inherent in legal proceedings where issues may be decided by finders of fact,
there is a risk that unpredictable decisions materially adverse to the Company
could be reached.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders by the Company
during the quarter ended December 31, 1999.
EXECUTIVE OFFICERS OF REGISTRANT
Set forth below is certain biographical information with respect to each
executive officer of the Company, as of March 10, 2000:
NAME AND POSITION AGE EXECUTIVE OFFICER SINCE
- ----------------- --- -----------------------
Derek V. Smith, Chairman, President and Chief Executive 45 1997
Officer...................................................
Douglas C. Curling, Chief Operating Officer and Treasurer... 45 1997
Dan H. Rocco, Executive Vice President...................... 60 1997
David T. Lee, Executive Vice President...................... 40 1997
J. Michael de Janes, General Counsel and Secretary.......... 42 1997
Michael S. Wood, Chief Financial Officer.................... 45 2000
Derek V. Smith, 45, has served as President, Chief Executive Officer and a
Director of the Company since May 1997 and as Chairman of the Board since May
1999. Mr. Smith served as Executive Vice President of Equifax and Group
Executive of the Insurance Services Group of Equifax from 1993 until the
Spinoff. From 1991 to 1993, he served as Senior Vice President and Chief
Financial Officer of Equifax. He also serves as a director of Metris Companies
Inc.
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Douglas C. Curling, 45, has served as Chief Operating Officer and Treasurer
since May 1999. He served as Executive Vice President, Chief Financial Officer
and Treasurer of ChoicePoint from the Spinoff until May 1999. He served as
Senior Vice President -- Finance and Administration of the Insurance Services
Group of Equifax from 1993 until the Spinoff.
Dan H. Rocco, 60, has served as Executive Vice President of ChoicePoint
since the Spinoff. He served as Senior Vice President -- Operations of the
Insurance Services Group of Equifax from 1993 until the Spinoff. Mr. Rocco
served as President and General Manager of the Automated Services Division of
the Insurance Services Group of Equifax from 1991 to 1993.
David T. Lee, 40, has served as Executive Vice President since May 1999 and
prior to that served as Senior Vice President of ChoicePoint from the Spinoff
until May 1999. He served as Vice President -- Property & Casualty Marketing and
Sales of the Insurance Services Group of Equifax from 1991 until the Spinoff.
J. Michael de Janes, 42, has served as General Counsel of ChoicePoint since
the Spinoff, and has been Secretary of the Company since April 1998. He served
as Vice President and Counsel of the Insurance Services Group of Equifax from
1993 until the Spinoff.
Michael S. Wood, 45, has served as Chief Financial Officer since February
2000. From 1997 until January 2000 he served as Chief Financial Officer of Lane
Bryant, Inc., a division of The Limited, Inc. and from 1995 to 1997 he served as
Vice President -- Finance of Lane Bryant, Inc.
There are no family relationships among the officers of the Company, nor
are there any arrangements or understandings between any of the officers and any
other persons pursuant to which they were selected as officers. The Board of
Directors may elect an officer or officers at any meeting of the Board of
Directors. Each officer is elected to serve until his successor has been elected
and has duly qualified. Elections of officers generally occur each year at the
Board of Directors meeting held in conjunction with the Company's Annual Meeting
of Shareholders.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's common stock is listed and traded on the New York Stock
Exchange under the symbol "CPS." Information regarding the high and low sales
prices and the number of holders of the common stock is set forth under the
captions "Market Information" and "Quarterly Activity" on page 39 of the 1999
Annual Report to Shareholders (the "Annual Report"), a copy of which page is
included in Exhibit 13 to this Form 10-K and is incorporated herein by
reference.
The Company does not pay cash dividends and does not anticipate paying any
cash dividends in the foreseeable future. The Company currently intends to
retain future earnings to finance its operations and the expansion of its
business. Any future determination to pay cash dividends will be at the
discretion of the Company's Board of Directors and will be dependent upon the
Company's financial condition, operating results, capital requirements and such
other factors as the Board of Directors deems relevant.
ITEM 6. SELECTED FINANCIAL DATA
The information included under the caption "Financial Highlights" on the
inside front cover page of the Annual Report, a copy of which page is included
in Exhibit 13 to this Form 10-K, is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information included under the caption "Management's Discussion and
Analysis" on pages 18 through 21 of the Annual Report, a copy of which pages are
included in Exhibit 13 to this Form 10-K and is incorporated herein by
reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in interest rates. The
information below summarizes the Company's market risk associated with its debt
obligations as of December 31, 1999. The information below should be read in
conjunction with Note 6 of the "Notes to Consolidated Financial Statements" on
pages 30 through 31 of the Annual Report, copies of which pages are included in
Exhibit 13 to this Form 10-K and are incorporated herein by reference.
In August 1997, the Company entered into a $250 million unsecured floating
rate revolving credit facility (the "Credit Facility") with a group of banks. As
of December 31, 1999, $184 million was outstanding under the Credit Facility.
The Company has also entered into six interest rate swap agreements (the "Swap
Agreements") to reduce the impact of changes in interest rates on its floating
rate obligation. The Swap Agreements have a combined notional amount of $175
million at December 31, 1999 and mature at various dates from 2000 to 2007. The
Swap Agreements involve the exchange of variable rate for fixed rate payments
and effectively change the Company's interest rate exposure to a weighted
average fixed rate of 5.43% plus a credit spread.
In December 1999, the Company entered into a $100 million unsecured
revolving credit facility with a group of banks (the "1999 Facility"). The 1999
Facility has a termination date of one year, at which time the Company has the
option to convert the outstanding balance to a one-year term obligation. The
Company may select from several pricing options for borrowings under the 1999
Facility, including the lender's base rate, LIBOR plus the applicable margin, or
the lender's cost of funds plus the application margin.
Based on the Company's overall interest rate exposure at December 31, 1999,
a near-term change in interest rates would not materially affect the
consolidated financial position, results or operations or cash flows of the
Company.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information included under the captions "Consolidated Statements of
Income," "Consolidated Balance Sheets," "Consolidated Statements of
Shareholders' Equity," "Consolidated Statements of Cash Flows" and "Notes to
Consolidated Financial Statements" on pages 23 through 37 of the Annual Report,
copies of which pages are included in Exhibit 13 to this Form 10-K and are
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Company has neither changed its independent accountants nor had any
disagreements on accounting and financial disclosures with such accountants.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item with respect to Directors and
Executive Officers of the Company is included in the sections entitled "Election
of ChoicePoint Directors," and "Section 16(a) Beneficial Ownership Reporting
Compliance" of the Proxy Statement for the 2000 Annual Meeting of Shareholders
and is incorporated herein by reference. Information regarding the Company's
executive officers is set forth in Part I of this report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is included in the sections entitled
"ChoicePoint Executive Compensation," "Management Compensation and Benefits
Committee Report on Executive Compensation," "Election of ChoicePoint
Directors," "Employment Agreements and Change-in-Control Agreements,"
"Compensation Committee Interlocks and Insider Participation," and "ChoicePoint
Stock Performance Graph" of the Proxy Statement for the 2000 Annual Meeting of
Shareholders and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is included in the sections entitled
"ChoicePoint Security Ownership of Certain Beneficial Owners and Management" of
the Proxy Statement for the 2000 Annual Meeting of Shareholders and is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is included in the section entitled
"Certain Relationships and Related Transactions" of the Proxy Statement for the
2000 Annual Meeting of Shareholders and is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Index to exhibits, financial statements and schedules.
(1) Financial Statements
Consolidated Balance Sheets for the Years Ended December 31, 1999 and
1998 are incorporated by reference from the Annual Report, and are included
in Exhibit 13 hereto.
Consolidated Statements of Income for the Years Ended December 31,
1999, 1998 and 1997 are incorporated by reference from the Annual Report,
and are included in Exhibit 13 hereto.
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Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 1999, 1998 and 1997 are incorporated by reference from the
Annual Report, and are included in Exhibit 13 hereto.
Consolidated Statements of Cash Flows for the Years Ended December 31,
1999, 1998 and 1997 are incorporated by reference from the Annual Report,
and are included in Exhibit 13 hereto.
Notes to Consolidated Financial Statements are incorporated by
reference from the Annual Report, and are included in Exhibit 13 hereto.
Report of Arthur Andersen LLP on the foregoing financial statements is
incorporated by reference from the Annual Report, and is included in
Exhibit 13 hereto.
(2) Financial Statement Schedules
All schedules have been omitted because they are not applicable or the
required information is included in the consolidated financial statements
or notes thereto.
(3) Exhibits required by Item 601 of Regulation S-K:
The following exhibits are included in this Form 10-K:
EXHIBIT
NO. DESCRIPTION
- ------- -----------
2.1 -- Purchase Agreement, by and among ChoicePoint Inc.,
ChoicePoint Acquisition Company and DBT Online, Inc.
(incorporated by reference to Exhibit 2.1 of the Company's
Current Report on Form 8-K, filed February 15, 2000).
3.1 -- Bylaws of the Company, as amended (incorporated by reference
to Exhibit 3.2 of the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999).
3.2 -- Articles of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1, as amended, File No.
333-30297).
4.1 -- Amendment No. 2 to the Rights Agreement between ChoicePoint
Inc. and SunTrust Bank, Atlanta dated February 14, 2000
(incorporated by reference to Exhibit 4.1 of the Company's
Current Report on Form 8-K, filed February 15, 2000).
4.2 -- Amendment No. 1 to the Rights Agreement, dated as of June
21, 1999, between ChoicePoint Inc. and SunTrust Bank,
Atlanta (incorporated by reference to Exhibit 4.2 of the
Company's Current Report on Form 8-A, filed August 17,
1999).
4.3 -- Rights Agreement, dated as of October 29, 1997, by and
between ChoicePoint Inc. and SunTrust Bank, Atlanta
(incorporated by reference to Exhibit 4.2 of the Company's
Form 8-A, filed November 5, 1997).
4.4 -- Form of Common Stock certificate (incorporated by reference
to Exhibit 4.1 of the Company's Registration Statement on
Form S-1, as amended, File No. 333-30297).
10.1 -- Form of Employment Agreement between the Company and each of
Derek V. Smith, Douglas C. Curling, David T. Lee and J.
Michael de Janes (incorporated by reference to Exhibit 10 of
the Company's Annual Report on Form 10-K for the year ended
December 31, 1997).
10.2 -- ChoicePoint Inc. 1997 Omnibus Stock Incentive Plan
(incorporated by reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-Q, for the quarter ended June
30, 1997).
10.3 -- Employee Benefits Agreement, dated as of July 31, 1997,
between Equifax Inc. and ChoicePoint Inc. (incorporated by
reference to Exhibit 10.4 of the Company's Quarterly Report
on Form 10-Q, for the quarter ended June 30, 1997).
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EXHIBIT
NO. DESCRIPTION
- ------- -----------
10.4 -- Tax Sharing and Indemnification Agreement, dated as of July
31, 1997, by and between Equifax Inc. and ChoicePoint Inc.
(incorporated by reference to Exhibit 10.7 of the Company's
Quarterly Report on Form 10-Q, for the quarter ended June
30, 1997).
10.5 -- Revolving Credit Agreement, dated as of August 5, 1997,
among ChoicePoint Inc., the Lenders Listed Therein and
Wachovia Bank, N.A. as Administrative Agent, and SunTrust
Bank, Atlanta, as Documentation Agent (incorporated by
reference to Exhibit 10.10 of the Company's Quarterly Report
on Form 10-Q, for the quarter ended June 30, 1997).
10.6 -- Master Agreement, dated as of July 31, 1997, among
ChoicePoint Inc., SunTrust Banks, Inc. and SunTrust Bank,
Atlanta, as Agent (incorporated by reference to Exhibit
10.11(a) of the Company's Quarterly Report on Form 10-Q, for
the quarter ended June 30, 1997).
10.7 -- Lease agreement, dated as of July 31, 1997, between
ChoicePoint Inc. and SunTrust Banks, Inc. (incorporated by
reference to Exhibit 10.11(b) of the Company's Quarterly
Report on Form 10-Q, for the quarter ended June 30, 1997).
10.8 -- Georgia Lease Supplement, dated as of July 31, 1997, between
ChoicePoint Inc. and SunTrust Banks, Inc. (incorporated by
reference to Exhibit 10.11(c) of the Company's Quarterly
Report on Form 10-Q, for the quarter ended June 30, 1997).
10.9 -- Operative Guaranty, dated as of July 31, 1997, by
ChoicePoint Inc. as Guarantor. (incorporated by reference to
Exhibit 10.11(d) of the Company's Quarterly Report on Form
10-Q, for the quarter ended June 30, 1997).
10.10 -- Construction Agency Agreement, dated as of July 31, 1997,
between SunTrust Banks, Inc. and ChoicePoint Inc.
(incorporated by reference to Exhibit 10.11(e) of the
Company's Quarterly Report on Form 10-Q, for the quarter
ended June 30, 1997).
10.11 -- Sublease Agreement, dated as of July 31, 1997, between
Equifax Inc. and Equifax Services Inc. (for certain property
and building located at 1525 Windward Concourse, Alpharetta,
Georgia [J.V. White Technology Center]). (incorporated by
reference to Exhibit 10.13 of the Company's Quarterly Report
on Form 10-Q, for the quarter ended June 30, 1997).
10.12 -- ChoicePoint Inc. 401(k) Profit Sharing Plan (incorporated by
reference to Exhibit 10.2 of the Company's Registration
Statement on Form S-1, as amended, File No. 333-30297).
10.13 -- Agreement, dated July 24, 1996, by and between Equifax Inc.
and Dan Rocco, to be effective January 1, 1996 (relating to
the compensation of Mr. Rocco) (incorporated by reference to
Exhibit 10.9 of the Company's Registration Statement on Form
S-1, as amended, File No. 333-30297).
10.14 -- Revolving Credit Agreement dated as of December 29, 1999
among ChoicePoint Inc., the Lenders listed therein, Wachovia
Bank, N.A. as Administrative Agent, SunTrust Bank, Atlanta,
as Documentation Agent, and First Union National Bank, as
Managing Agent.
10.15 -- First Amendment to the Master Agreement, dated as of
September 30, 1998, among ChoicePoint, Inc., as Lessee,
SunTrust Banks, Inc., as Lessor, and SunTrust Bank, Atlanta,
as Agent.
10.16 -- Second Amendment to the Master Agreement, dated as of
December 30, 1999, among ChoicePoint Inc., as Lessee,
SunTrust Banks, Inc., as Lessor, and SunTrust Bank, Atlanta,
as Agent.
10.17 -- First Amendment to the Georgia Lease Supplement, dated
September 30, 1998, between ChoicePoint Inc. and SunTrust
Banks, Inc.
10.18 -- Second Amendment to the Georgia Lease Supplement, dated
December 30, 1999, between ChoicePoint Inc. and SunTrust
Banks, Inc.
13 -- The inside front cover and pages 18-37 and 39 of the
Company's 1999 Annual Report To Shareholders.
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EXHIBIT
NO. DESCRIPTION
- ------- -----------
21 -- Subsidiaries of the Company.
23 -- Consent of Arthur Andersen LLP, Independent Public
Accountants.
27 -- Financial Data Schedule (for SEC use only).
Copies of the Company's Form 10-K that are furnished pursuant to the
written request of the Company's shareholders do not include the exhibits listed
above. Any shareholder desiring copies of one or more of such exhibits should
write to the Company's Director, Investor Relations, specifying the exhibit or
exhibits requested.
(b) Reports on Form 8-K
A report on Form 8-K, filed on February 15, 2000, announced the execution
of a definitive agreement for the Company to acquire all of the outstanding
stock of DBT Online, Inc. in a merger transaction. The transaction remains
subject to regulatory and shareholder approval.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of
Alpharetta, State of Georgia, on March 9, 2000.
CHOICEPOINT INC.
By: /s/ DEREK V. SMITH
------------------------------------
Derek V. Smith
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DEREK V. SMITH Chairman, President, and Chief March 9, 2000
- ----------------------------------------------------- Executive Officer Vice
Derek V. Smith President
and Director
/s/ DAVID E. TRINE Vice President -- Corporate March 9, 2000
- ----------------------------------------------------- Controller (Principal
David E. Trine Accounting Officer)
/s/ C. B. ROGERS, JR. Director March 8, 2000
- -----------------------------------------------------
C. B. Rogers, Jr.
/s/ RON D. BARBARO Director March 9, 2000
- -----------------------------------------------------
Ron D. Barbaro
/s/ JAMES M. DENNY Director March 9, 2000
- -----------------------------------------------------
James M. Denny
/s/ TINSLEY H. IRVIN Director March 9, 2000
- -----------------------------------------------------
Tinsley H. Irvin
/s/ NED C. LAUTENBACH Director March 10, 2000
- -----------------------------------------------------
Ned C. Lautenbach
/s/ JULIA B. NORTH Director March 9, 2000
- -----------------------------------------------------
Julia B. North
/s/ CHARLES I. STORY Director March 8, 2000
- -----------------------------------------------------
Charles I. Story
/s/ ALAN J. TAETLE Director March 9, 2000
- -----------------------------------------------------
Alan J. Taetle
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