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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: May 19, 2000
(Date of earliest event reported: May 16, 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)
(770) 752-6000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets
On May 16, 2000, ChoicePoint Inc., a Georgia corporation
("ChoicePoint"), completed its acquisition of DBT Online, Inc., a Pennsylvania
corporation ("DBT"), through the merger (the "Merger") of ChoicePoint
Acquisition Corporation, a Pennsylvania corporation and a wholly owned
subsidiary of ChoicePoint ("Merger Sub"), with and into DBT pursuant to the
terms of a Merger Agreement, by and among ChoicePoint, Merger Sub, and DBT (the
"Merger Agreement").
In the Merger, each outstanding share of DBT common stock, par value
$0.10 per share ("DBT Common Stock"), was converted into the right to receive
0.525 shares (the "Exchange Ratio") of ChoicePoint common stock, par value $0.01
per share ("ChoicePoint Common Stock"). Outstanding DBT options were exchanged
for ChoicePoint options in accordance with the Exchange Ratio. DBT survived the
Merger as a wholly owned subsidiary of ChoicePoint.
Pursuant to the Merger, 20,225,894 shares of DBT Common Stock
outstanding on the closing date were converted into the right to receive an
aggregate of approximately 10,618,594 shares of ChoicePoint Common Stock. The
Merger was accounted for under the pooling-of-interests method of accounting.
The total consideration in the Merger was determined through arms' length
negotiations between representatives of ChoicePoint and DBT. Neither ChoicePoint
nor any of its affiliates, directors, or officers had, nor to the knowledge of
ChoicePoint, did any associate of any director or officer of ChoicePoint have,
any material relationship with DBT prior to the Merger.
The assets acquired by ChoicePoint through the Merger included the
following types of plant, equipment and other physical property: computer
equipment, office furniture and equipment, and leasehold improvements. DBT used
these assets in its business of providing organized online public records data
and other information. ChoicePoint intends to continue such use of the assets.
The Merger is described more fully in ChoicePoint's Current Reports on
Form 8-K dated February 15, 2000 and Form S-4 effective April 12, 2000.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
(i) The following audited financial statements, together
with the independent auditors' reports thereon, are
incorporated herein by reference to Item 8 of DBT's
Annual Report on Form 10-K for the year ended
December 31, 1999 (File No. 001-13333) and are
attached hereto as Exhibit 99.1:
(A) consolidated balance sheets as of December
31, 1999 and 1998;
(B) consolidated statements of operations for
the years ended December 31, 1999, 1998, and
1997;
(C) consolidated statements of changes in
stockholders' equity for the years ended
December 31, 1999, 1998, and 1997;
(D) consolidated statements of cash flows for
the years ended December 31, 1999, 1998, and
1997; and
(E) notes to consolidated financial statements.
(ii) The following unaudited financial statements are
incorporated herein by reference to Part I, Item 1 of
DBT's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000 (File No. 001-13333) and are
attached hereto as Exhibit 99.2:
(A) consolidated condensed balance sheets as of
March 31, 2000 and December 31, 1999;
(B) consolidated condensed statements of
operations for the three months ended March
31, 2000 and 1999;
(C) consolidated condensed statements of cash
flows for the three months ended March 31,
2000 and 1999; and
(D) notes to condensed consolidated financial
statements.
(b) Pro Forma Financial Information.
(i) The unaudited pro forma combined statements of income
of ChoicePoint and DBT for the three months ended
March 31, 2000 and 1999 and the years ended December
31, 1999, 1998 and 1997, (ii) the unaudited pro forma
combined balance sheet of ChoicePoint and DBT as of
March 31, 2000, and (iii) the notes to the unaudited
pro forma combined financial data of ChoicePoint and
DBT are included as Exhibit 99.3 hereto.
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(c) Exhibits.
Exhibit No. Description
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2.1 Purchase Agreement, by and among ChoicePoint Inc.,
ChoicePoint Acquisition Corporation, and DBT Online,
Inc. (incorporated by reference to Exhibit 2.1 of
ChoicePoint Inc.'s Current Report on Form 8-K, filed
February 15, 2000).
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Corbin & Wertz
99.1 (i) Audited consolidated balance sheets of DBT as of
December 31, 1999 and 1998, (ii) audited consolidated
statements of operations of DBT for the years ended
December 31, 1999, 1998, and 1997, (iii) audited
consolidated statements of changes in stockholders'
equity of DBT for the years ended December 31, 1999,
1998, and 1997, (iv) audited consolidated statements
of cash flows of DBT for the years ended December 31,
1999, 1998, and 1997, and (v) notes to consolidated
financial statements of DBT.
99.2 (i) Unaudited condensed consolidated balance sheets
of DBT as of March 31, 2000 and December 31, 1999,
(ii) unaudited condensed consolidated statements of
operations of DBT for the three months ended March
31, 2000 and 1999, (iii) unaudited condensed
consolidated statements of cash flows of DBT for the
three months ended March 31, 2000 and 1999, and (iv)
notes to unaudited condensed consolidated financial
statements of DBT.
99.3 (i) Unaudited pro forma combined statements of income
of ChoicePoint and DBT for the three months ended
March 31, 2000 and 1999 and the years ended December
31, 1999, 1998 and 1997, (ii) unaudited pro forma
combined balance sheet of ChoicePoint and DBT as of
March 31, 2000 and (iii) the notes to the unaudited
pro forma combined financial data of ChoicePoint and
DBT.
99.4 Text of the Joint Press Release of ChoicePoint Inc.
and DBT Online, Inc. dated March 16, 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: May 19, 2000
CHOICEPOINT INC.
/s/ Michael S. Wood
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Michael S. Wood
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Purchase Agreement, by and among ChoicePoint Inc.,
ChoicePoint Acquisition Corporation, and DBT Online,
Inc. (incorporated by reference to Exhibit 2.1 of
ChoicePoint Inc.'s Current Report on Form 8-K, filed
February 15, 2000).
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Corbin & Wertz
99.1 (i) Audited consolidated balance sheets of DBT as of
December 31, 1999 and 1998, (ii) audited consolidated
statements of operations of DBT for the years ended
December 31, 1999, 1998, and 1997, (iii) audited
consolidated statements of changes in stockholders'
equity of DBT for the years ended December 31, 1999,
1998, and 1997, (iv) audited consolidated statements
of cash flows of DBT for the years ended December 31,
1999, 1998, and 1997, and (v) notes to consolidated
financial statements of DBT.
99.2 (i) Unaudited condensed consolidated balance sheets
of DBT as of March 31, 2000 and December 31, 1999,
(ii) unaudited condensed consolidated statements of
operations of DBT for the three months ended March
31, 2000 and 1999, (iii) unaudited condensed
consolidated statements of cash flows of DBT for the
three months ended March 31, 2000 and 1999, and (iv)
notes to unaudited condensed consolidated financial
statements of DBT.
99.3 (i) Unaudited pro forma combined statements of income
of ChoicePoint and DBT for the three months ended
March 31, 2000 and 1999 and the years ended December
31, 1999, 1998, and 1997, (ii) unaudited pro forma
combined balance sheet of ChoicePoint and DBT as of
March 31, 2000 and (iii) the notes to the unaudited
pro forma combined financial data of ChoicePoint and
DBT.
99.4 Text of the Joint Press Release of ChoicePoint Inc.
and DBT Online, Inc. dated March 16, 2000.
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