SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 21, 2002
CHOICEPOINT INC.
(Exact name of registrant as specified in its charter)
Georgia 1-13069 58-2309650
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(State of Incorporation) Commission File Number (IRS employer identification)
1000 Alderman Drive
Alpharetta, Georgia 30005
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (770) 752-6000
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On March 21, 2002 ChoicePoint Inc. ("ChoicePoint") decided to dismiss Arthur
Andersen LLP ("Arthur Andersen") as its independent public accountants,
effective as of March 29, 2002. Also, on March 21, 2002, ChoicePoint appointed
Deloitte & Touche LLP ("Deloitte & Touche") as its new independent public
accountants, effective as of March 22, 2002. The appointment of Deloitte &
Touche is subject to ratification by ChoicePoint's shareholders at the annual
meeting. The decision to dismiss Arthur Andersen and to retain Deloitte & Touche
was approved by ChoicePoint's board of directors upon the recommendation of its
audit committee.
The audit reports of Arthur Andersen on the consolidated financial statements of
ChoicePoint and subsidiaries as of and for the fiscal years ended December 31,
2001 and 2000 did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope, or accounting
principles.
During ChoicePoint's two most recent fiscal years ended December 31, 2001, and
the subsequent interim period through March 21, 2002, there were no
disagreements between ChoicePoint and Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to Arthur Andersen's
satisfaction, would have caused them to make reference to the subject matter of
the disagreements in connection with their reports.
None of the reportable events described under Item 304(a)(1)(v) of Regulation
S-K promulgated by the Securities and Exchange Commission occurred within
ChoicePoint's two most recent fiscal years ended December 31, 2001 and the
subsequent interim period through March 21, 2002.
ChoicePoint provided Andersen with a copy of the foregoing disclosures. Attached
as Exhibit 16.1 is a copy of Andersen's letter, dated March 22, 2002, stating
its agreement with such statements.
During ChoicePoint's two most recent fiscal years ended December 31, 2001, and
the subsequent interim period through March 21, 2002, ChoicePoint did not
consult with Deloitte & Touche regarding any of the matters or events set forth
in Item 304(a)(2)(i) and (ii) of Regulation S-K promulgated by the Securities
and Exchange Commission.
Deloitte & Touche audited the financial statements of DBT Online, Inc. ("DBT")
and subsidiaries as of and for the fiscal year ended December 31, 1999.
ChoicePoint acquired DBT on May 16, 2000 in a transaction accounted for as a
pooling of interests. The DBT financial statements are included in the
consolidated financial statements of ChoicePoint and subsidiaries as of and for
the fiscal years ended December 31, 2001 and 2000 and reflect revenue of 15% of
the related consolidated total for the year ended December 31, 1999. Deloitte &
Touche provided its audit report relating to the DBT financial statements to
Arthur Andersen, and Arthur Andersen's opinion on the consolidated financial
statements of ChoicePoint and subsidiaries as of and for the fiscal years ended
December 31, 2001 and 2000, as such opinion relates to the amounts included for
DBT and subsidiaries, is based solely on Deloitte & Touche's report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
EXHIBIT
NO. DESCRIPTION
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16.1 -- Letter from Arthur Andersen LLP to the Securities
and Exchange Commission, dated March 22, 2002
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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 hereunto duly authorized.
Date: March 22, 2002
CHOICEPOINT INC.
By: /s/ J. MICHAEL DE JANES
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J. Michael de Janes
General Counsel and Secretary
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
16.1 -- Letter from Arthur Andersen LLP to the Securities and
Exchange Commission, dated March 22, 2002
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