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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(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, 1997
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Act
of 1934
For the transition period from to
------- -------
COMMISSION FILE NO. 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
ALPHARETTA, GEORGIA 30005
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(770) 752-6000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
COMMON STOCK, PAR NEW YORK STOCK EXCHANGE
VALUE $.10
PER SHARE
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 [ ]
AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF
THE REGISTRANT:
$693,342,157 AS OF MARCH 18, 1998
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S
CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
14,633,091 SHARES OF COMMON STOCK, PAR VALUE $.10 PER SHARE,
OUTSTANDING AS OF MARCH 18, 1998.
DOCUMENTS INCORPORATED BY REFERENCE IN THIS ANNUAL REPORT ON FORM
10-K:
PORTIONS OF THE DEFINITIVE PROXY STATEMENT RELATING TO THE 1998 ANNUAL
MEETING OF SHAREHOLDERS 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, 1997 IN PARTS II AND IV.
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. [ ]
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TABLE OF CONTENTS
PAGE
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PART I
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
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT . . . . . . . . . . . . . . . . . . . . . . . . . 8
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . . . . . . . . . . 8
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
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PART I
ITEM 1. BUSINESS
GENERAL
ChoicePoint Inc., a Georgia corporation ("ChoicePoint" or the
"Company"), was established through the combination of the businesses that
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. In the Spinoff, each shareholder of Equifax received one share of the
Company's common stock, par value $.10 per share (the "Common Stock"), for
every 10 shares of common stock of Equifax. The effective time of the Spinoff
was July 31, 1997, and the Common Stock began trading on the New York Stock
Exchange on August 8, 1997. 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. ChoicePoint
currently has three core capabilities: (i) data warehousing; (ii) data access
and analytics; and (iii) related professional services. These capabilities
currently are delivered by the Company through three service groups: Property
and Casualty Insurance Services; Life and Health Insurance Services; and
Business and Government Services.
ChoicePoint provides most major domestic insurance companies with
automated and traditional underwriting and claim information services to assist
those companies in assessing the insurability and associated policy pricing of
individuals and property and the validity of insurance claims. The Company
provides background investigations, furnishes access to motor vehicle reports,
maintains a database of claims histories and provides claims verification and
investigative services to both the property and casualty and the life and
health insurance markets. ChoicePoint also offers pre-employment background
investigations, pre-employment and regulatory compliance drug testing services
and public record information to other corporate and government organizations,
as well as to the aforementioned insurance markets.
ChoicePoint's strategic goal is to be the leading provider of risk
management and fraud prevention information and related technology solutions to
a broad range of industries worldwide. The Company is continuing to enhance
its database 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 non-insurance markets, aggressively pursuing acquisitions and
strategic alliances, developing and enhancing key technological capabilities
and increasing public awareness of risk and fraud issues.
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 Programming Resources Company
("PRC"), headquartered in Hartford, Connecticut, which develops custom 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
Laboratories, Inc. ("Osborn Labs"), a blood, urine and saliva testing business
that provides insurance companies with applicant-specific information. Osborn
Labs, 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 Labs 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.
In 1996, ChoicePoint acquired Professional Test Administrators, Inc.
("PTA"), headquartered in Chicago, Illinois, to accelerate the Company's entry
into the occupational health market. The PTA acquisition gave
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ChoicePoint the ability to administer all components of substance abuse
programs, including results analysis. By serving the occupational health
market, ChoicePoint is able to enhance the value of its employment services by
creating a total hiring solution for customers. In furtherance of that
objective, in 1997 ChoicePoint acquired the assets of Advanced HR Solutions,
Inc., an automated payroll and employment verification service, and acquired
the assets of Drug Free, Inc., a drug testing information services company.
In August 1996, ChoicePoint acquired 70% of the outstanding capital
stock of CDB Infotek, an automated public records company with more than 1,600
on-line public record databases, including criminal, bankruptcy, judgment and
lien databases. Headquartered in Santa Ana, California, CDB Infotek serves
corporations and the legal, insurance and investigative markets. The Company
believes that significant potential exists to blend CDB Infotek's data with
ChoicePoint's manual and database information gathering services to offer more
comprehensive and effective information solutions to these markets. At the
time of the original purchase, ChoicePoint also acquired the exclusive option
to purchase the remaining shares of CDB Infotek in 2000. The Company acquired
an additional 2.6% interest in CDB Infotek from a minority shareholder in the
third quarter of 1997. In February 1998, the Company accelerated its option to
purchase the remaining 27.4% interest in CDB Infotek, which is now a wholly
owned subsidiary of ChoicePoint.
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.
In December 1997, the Company sold its paramedical examination
business division, Physical Measurements Information ("PMI"), to Pediatric
Services of America, Inc. ("PSA"). In connection with that transaction,
ChoicePoint entered into a strategic business alliance with PSA and its
subsidiary, Insurance Medical Reporter, Inc. ("IMR"), pursuant to which
ChoicePoint will provide automated order and delivery system, status tracking
and customer information system and laboratory testing services for IMR, and
IMR will provide paramedical collection and examination services for
ChoicePoint. The Company believes that this strategic business alliance will
enable ChoicePoint to focus on providing technology and information management
solutions for customers in the Life and Health Insurance Services group, while
allowing it to offer those customers paramedical examination services through
the alliance with IMR.
PRODUCTS AND CUSTOMERS
ChoicePoint currently has three core capabilities: (i) data
warehousing; (ii) data access and analytics; and (iii) related professional
services. These capabilities currently are delivered by the Company through
three service groups: Property and Casualty Insurance Services, Life and Health
Insurance Services and Business and Government Services. ChoicePoint's offices
are currently located throughout the United States and in the United Kingdom.
The Company's business is not seasonal. The following table reflects the
revenue generated by each of ChoicePoint's service groups from 1995 through
1997 and the percentage contribution by each group to ChoicePoint's revenue for
each such year.
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HISTORICAL REVENUE BY SERVICE GROUP
(Dollars in thousands)
1997 1996 1995
--------------------- ------------------- -----------------
Amount % Amount % Amount %
------ ------ ------ ---- ------ ----
Property and Casualty
Insurance Services . . . . . $177,175 42% $156,698 43% $143,726 44%
Life and Health
Insurance Services . . . . . 153,563 37 157,071 43 148,765 45
Business and Government
Services . . . . . . . . . . 86,583 21 52,712 14 36,499 11
-------- --- -------- --- -------- ---
Total . . . . . . . $417,321 100% $366,481 100% $328,990 100%
======== === ======== === ======== ===
Property and Casualty Insurance Services. ChoicePoint provides
underwriting and claims information to property and casualty insurance
companies in the United States and the United Kingdom. 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.") database
services, vehicle registration services, credit reports, driver's license
information, and pre-screened marketing lists. In addition, through
ChoicePoint's field offices, this service group provides subrogation services,
surveillance, accident scene documentation and investigation of potentially
fraudulent claims. 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 Auto
2000 and Homeowners 2000 systems use 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.
The Company's CUE UK database, a proprietary database containing home
and motor insurance claims information, was developed by the Company in
response to growing insurance fraud in the United Kingdom. The success of
C.L.U.E. database services in the United States served as a catalyst for the
development of the CUE UK database, which was specifically designed to serve
the United Kingdom market. The CUE UK database compiles claim information
contributed by the United Kingdom's larger insurers for use by the same
insurers to detect fraudulent claims. The CUE UK database is comprised of the
CUE Home and CUE Motor proprietary databases.
In addition to personal lines underwriting and claims 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.
Life and Health Insurance Services. ChoicePoint also provides
underwriting and claims information to most major life and health insurance
companies in the United States. Life and health insurance services include
medical records and application collection, health history interview services,
verification of continued disability, investigations of contestable and
accidental death claims and surveillance of claimants' activities in connection
with potentially fraudulent claims.
ChoicePoint's proprietary Life Plus database contains automated
real-time information used by life and health insurers to screen applicants in
order to reduce underwriting time and application processing costs. Life 2000,
based upon the same concept as the Auto 2000 and Homeowners 2000 systems, uses
customer-specific decision making criteria to provide life and health insurance
underwriters with a decision management tool that streamlines and reduces the
cost of the underwriting process.
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Business and 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 to
many non-insurance businesses and 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; (ii) pre-employment and/or
continuous compliance drug screening; and (iii) comprehensive drug screening
program management and administration. ChoicePoint believes that it is the
only company in the United States that offers customers a full range of
proprietary integrated services and products to manage and mitigate risk in the
hiring process.
The Company also provides risk management information services to
government agencies, such as (i) its parent locator services, which locate for
the public sector individuals who are in violation of court mandates and (ii)
screening of certain Medicare and Medicaid providers and provider applicants to
assist in identifying and reducing health care fraud. ChoicePoint also
maintains databases of medical device recipients, which assist device
manufacturers in locating and notifying device recipients of certain
information when necessary. In connection with its business and government
services, the Company provides 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 500 companies, and certain state and
federal government agencies. The Company has more than 5,000 customers, most
of which are insurance companies. ChoicePoint has two customers that each
accounted for approximately 5% of the Company's total revenue for 1997. Based
upon ChoicePoint's relationship with these customers, and the customers'
dependence upon the Company's services in their operations, ChoicePoint
believes that there is no significant risk of loss of a material portion of
this revenue.
Each of ChoicePoint's three service groups has the capability to
receive orders for and deliver products and services through electronic
communications. The Company supplies software to customers that wish to access
ChoicePoint using private networks.
COMPETITION
The Company operates in a number of geographic and product and service
markets, which are highly competitive. In the property and casualty insurance
services market, ChoicePoint's competitors include Dateq Information Network,
Inc., Trans Union Corporation, American Insurance Services Group ("AISG") and
Insurance Information Exchange, L.L.C., a subsidiary of AMS Services, Inc. In
the life and health insurance services market, ChoicePoint's competitors
include Hooper Holmes, Inc. and Examination Management Services, Inc. with
respect to manual information collection services 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
include DBT Online, Inc., Information America, Inc. and the Lexis-Nexis service
of Reed Elsevier PLC, and 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. In each of its markets, the Company competes on the basis
of responsiveness to customer needs 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 does not anticipate the termination of any
significant relationships with data suppliers. In the event that such a
termination occurred, the Company believes that it could acquire the data from
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other sources, and such termination would not 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.
In connection with the inspection and investigative services that it
provides, ChoicePoint compiles data from manual and automated sources,
including insurance applicants, medical service providers and public records
sources.
EMPLOYEES
As of December 31, 1997, ChoicePoint employed approximately 4,800
persons (or 3,700 full time equivalents), none of whom were unionized.
Substantially all of the Company's workforce is employed in the United States.
As of December 31, 1997, ChoicePoint employed approximately 350 individuals
in Olathe, Kansas in its Osborn Labs facilities, approximately 210 individuals
in Hartford, Connecticut in its PRC facilities, approximately 195 individuals
in San Diego at its CDB Infotek location, and approximately 25 individuals in
the United Kingdom in connection with CUE UK. Approximately 600 individuals
were employed in the Atlanta area in the Company's headquarters and three
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 tradenames that
ChoicePoint believes are important to its business. Except for the ChoicePoint
trademark, however, the Company is not dependent upon any single trademark or
tradename or group of trademarks or tradenames. The ChoicePoint trademark is
currently registered in the United States. The current duration for such
registration ranges from seven to 15 years, but each registration may be
renewed an unlimited number of times. Other trademarks and tradenames used in
the Company's business are registered and maintained in the U.S. and the United
Kingdom. C.L.U.E., Auto 2000, Life 2000 and Homeowners 2000 are registered
trademarks, and Life Plus is a service mark, of ChoicePoint.
FORWARD-LOOKING INFORMATION
In addition to historical information, this report includes
forward-looking statements and information that are based on management's
beliefs, plans, expectations and assumptions and on information currently
available to the Company. 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, as that term is defined in the
Private Securities Litigation Reform Act of 1995.
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) the Company's
ability to develop new services and to adapt existing services to new uses;
(iii) the Company's ability to maintain acceptable margins and its ability to
control its costs; (iv) the impact of federal, state and local regulatory
requirements on the Company's business; (v) the impact of consolidation or
other business developments in the insurance industry, which accounts for
approximately 80% of the Company's revenue; and (vi) the uncertainty of
economic conditions in general. Many of such factors are beyond the Company's
ability to control or predict. As a result, ChoicePoint's future actions,
financial condition, results of operations and the market price of the Common
Stock could differ materially from those expressed in any
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forward-looking statements made by the Company. Do not put undue reliance on
forward-looking statements. The Company does not intend to publicly update any
forward-looking statements that may be made from time to time by, or on behalf
of, the Company, whether as a result of new information, future events or
otherwise.
ITEM 2. PROPERTIES
ChoicePoint's current principal executive offices are located in
140,000 square feet of leased office space in Alpharetta, Georgia, a suburb of
Atlanta. ChoicePoint maintains 104 other offices in the United States and one
office in the United Kingdom. These offices, all of which are leased, contain
a total of approximately 595,000 square feet of space. Through Osborn Labs,
ChoicePoint owns two laboratory facilities in Olathe, Kansas with approximately
76,000 square feet of space. The Company ordinarily leases office space of the
general commercial type for conducting its business and is obligated under
approximately 105 leases and other rental arrangements for its headquarters and
field locations.
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 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, 1997.
EXECUTIVE OFFICERS OF REGISTRANT
Set forth below is certain biographical information with respect to
each executive officer of the Company, as of March 18, 1998:
Name and Position Age Executive Officer Since
----------------- --- -----------------------
Derek V. Smith, President, Chief Executive Officer 43 1997
and a Director
Dan H. Rocco, Executive Vice President 58 1997
Douglas C. Curling, Executive Vice President, 43 1997
Chief Financial Officer and Treasurer
David T. Lee, Senior Vice President 38 1997
J. Michael de Janes, General Counsel and Assistant Secretary 40 1997
Derek V. Smith has served as President, Chief Executive Officer and a
Director of the Company since May 1997. Mr. Smith served as Executive Vice
President of Equifax and Group Executive of the Insurance Services Group of
Equifax
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from 1993 until the Spinoff. From 1991 to 1993, he served as Senior Vice
President and Chief Financial Officer of Equifax. He served as a director of
Equifax from 1996 until the Spinoff and currently serves as a director of
Metris Companies Inc.
Dan H. Rocco 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 from 1991 to 1993.
Douglas C. Curling has served as Executive Vice President, Chief
Financial Officer and Treasurer of ChoicePoint since the Spinoff. He served as
Senior Vice President - Finance and Administration of the Insurance Services
Group of Equifax from 1993 until the Spinoff. Mr. Curling served as Vice
President and Assistant Corporate Controller of Equifax from 1989 to 1993.
David T. Lee has served as Senior Vice President of ChoicePoint since
the Spinoff. He served as Vice President - Property and Casualty Marketing and
Sales of the Insurance Services Group of Equifax from 1991 until the Spinoff.
J. Michael de Janes has served as General Counsel and Assistant
Secretary of ChoicePoint since the Spinoff. He served as Vice President and
Counsel of the Insurance Services Group of Equifax from 1993 until the Spinoff.
Prior to joining the Insurance Services Group, Mr. de Janes was an Assistant
Vice President in the Equifax Credit Information Services legal department from
1991 to 1993.
There are no family relationships among the officers of 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. Each
elected officer is selected to serve until his successor has been elected and
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.
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 "Stock Activity" on the inside back cover of
the 1997 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 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
page 3 of the Annual Report, a copy of which page is included in Exhibit 13 to
this Form 10-K, is incorporated herein by reference.
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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 of Financial Condition and Results of Operations" on pages 18
through 21 of the Annual Report, a copy of which pages are included in Exhibit
13 to this Form 10-K, is incorporated herein by reference.
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 22 through 39 of the Annual Report,
copies of which pages are included in Exhibit 13 to this Form 10-K, is
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has neither changed its independent auditors nor had any
disagreements on accounting and financial disclosures with such auditors.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Company's Proxy Statement for the Annual Meeting of Shareholders
to be held on April 29, 1998, contains, on pages 2 through 4 thereof,
information relating to the Company's Directors and persons nominated to be
elected Directors. Such information is incorporated herein by reference and
made a part hereof. Information regarding the Company's executive officers is
set forth in Part I of this report.
ITEM 11. EXECUTIVE COMPENSATION
The Company's Proxy Statement for the Annual Meeting of Shareholders
to be held on April 29, 1998, contains, on pages 6 through 10 thereof,
information relating to executive compensation. Such information is
incorporated herein by reference and made a part hereof.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The Company's Proxy Statement for the Annual Meeting of Shareholders
to be held on April 29, 1998, contains, on pages 5 and 6 thereof, information
relating to security ownership of certain beneficial owners and management.
Such information is incorporated herein by reference and made a part hereof.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's Proxy Statement for the Annual Meeting of Shareholders
to be held on April 29, 1998, contains, on page 9 thereof, information relating
to certain relationships and related transactions. Such information is
incorporated herein by reference and made a part hereof.
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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 1997 and 1996
are incorporated by reference from the Annual Report, and are
included in Exhibit 13 hereto.
Consolidated Statements of Income for the Years Ended 1997,
1996 and 1995 are incorporated by reference from the Annual
Report, and are included in Exhibit 13 hereto.
Consolidated Statements of Shareholders' Equity for the Years
Ended December 31, 1997, 1996 and 1995 are incorporated by
reference from the Annual Report, and are included in Exhibit
13 hereto.
Consolidated Statements of Cash Flows for the Years Ended
1997, 1996 and 1995 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
----------- -----------
10* Form of Employment Agreement between the Company
and each of Derek V. Smith, Douglas C. Curling,
David T. Lee and J. Michael de Janes
13 Pages 3, 18-39 and the inside back cover page of the
Company's 1997 Annual Report to Shareholders
21 Subsidiaries of the Company
23 Consent of Arthur Andersen LLP, Independent
Public Accountants
27 Financial Data Schedule (for SEC use only)
9
12
The following exhibit is incorporated by reference to the
Company's Form 8-A, filed on November 5, 1997:
Exhibit No. Description
----------- -----------
4.02 Rights Agreement, dated as of October 29, 1997,
by and between ChoicePoint Inc. and SunTrust
Bank, Atlanta
The following exhibits are incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997:
Exhibit No. Description
----------- -----------
10.01* ChoicePoint Inc. 1997 Omnibus Stock Incentive
Plan
10.03 Distribution Agreement, dated as of July 31,
1997, by and between Equifax Inc. and
ChoicePoint Inc.
10.04 Employee Benefits Agreement, dated as of July
31, 1997, between Equifax Inc. and ChoicePoint
Inc.
10.05 Transition Support Agreement, dated as of July
31, 1997, between Equifax Inc. and ChoicePoint
Inc.
10.06 Intercompany Information Services Agreement,
dated as of July 31, 1997, by Equifax Inc. and
ChoicePoint Inc.
10.07 Tax Sharing and Indemnification Agreement, dated
as of July 31, 1997, by and between Equifax Inc.
and ChoicePoint Inc.
10.08 Intellectual Property Agreement dated as of July
31, 1997, by and between Equifax Inc. and
ChoicePoint Inc.
10.10 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
10.11(a) Master Agreement, dated as of July 31, 1997,
among ChoicePoint Inc., SunTrust Banks, Inc. and
SunTrust Bank, Atlanta, as Agent
10.11(b) Lease agreement, dated as of July 31, 1997,
between ChoicePoint Inc. and SunTrust Banks,
Inc.
10.11(c) Georgia Lease Supplement, dated as of July 31,
1997, between ChoicePoint Inc. and SunTrust
Banks, Inc.
10
13
10.11(d) Operative Guaranty, dated as of July 31, 1997,
by ChoicePoint Inc. as Guarantor
10.11(e) Construction Agency Agreement, dated as of July
31, 1997, between SunTrust Banks, Inc. and
ChoicePoint Inc.
10.12 Sublease Agreement, dated as of July 31, 1997,
between Equifax Inc. and Equifax Services Inc.
(for certain property and building located at
1600 Peachtree Street, NW, Atlanta, Georgia)
10.13 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])
The following exhibits are incorporated by reference to the
Company's Registration Statement on Form S-1, as amended (File
No. 333-30297):
Exhibit No. Description
----------- -----------
3.01 Articles of Incorporation of the Company, as
amended
3.02 Bylaws of the Company, as amended
4.01 Form of Common Stock certificate
10.02 ChoicePoint Inc. 401(k) Profit Sharing Plan
10.09* 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)
27 Financial Data Schedule (for SEC use only).
- -------------------------
* Represents a management contract or compensatory plan, contract or
arrangement.
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
The Company did not file any Current Reports on Form 8-K during the
fiscal quarter ended December 31, 1997.
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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 27, 1998.
CHOICEPOINT INC.
By:/s/ Derek V. Smith
----------------------------------------
Derek V. Smith
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 President, Chief March 27, 1998
- ---------------------------------- Executive Officer and
Derek V. Smith Director
/s/ Douglas C. Curling Executive Vice President, March 27, 1998
- ---------------------------------- Chief Financial Officer
Douglas C. Curling and Treasurer (Principal
Financial and Accounting
Officer)
/s/ C. B. Rogers, Jr. Chairman and Director March 27, 1998
- ----------------------------------
C. B. Rogers, Jr.
/s/ Ron D. Barbaro Director March 27, 1998
- ----------------------------------
Ron D. Barbaro
/s/ James M. Denny Director March 27, 1998
- ----------------------------------
James M. Denny
/s/ Tinsley H. Irvin Director March 23, 1998
- ----------------------------------
Tinsley H. Irvin
/s/ Daniel W. McGlaughlin Director March 27, 1998
- ----------------------------------
Daniel W. McGlaughlin
/s/ Julia B. North Director March 23, 1998
- ----------------------------------
Julia B. North
/s/ Charles I. Story Director March 20, 1998
- ----------------------------------
Charles I. Story
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