-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T/Ff6u77xvQi7utJbh8j+tnScUvE1GuDPU4HGAwxC0gJC5St68QaK/BlzmwgVSjD dfsxZb8vc1Q0Ux2/k6pBTA== 0000950144-98-012691.txt : 19981116 0000950144-98-012691.hdr.sgml : 19981116 ACCESSION NUMBER: 0000950144-98-012691 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981105 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHOICEPOINT INC CENTRAL INDEX KEY: 0001040596 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 582309650 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13069 FILM NUMBER: 98749166 BUSINESS ADDRESS: STREET 1: 1000 ALDERMAN DR CITY: ALPHARETTA STATE: GA ZIP: 30202 BUSINESS PHONE: 7707525745 MAIL ADDRESS: STREET 1: CHOICEPOINT INC STREET 2: 1000 ALDERMAN DR CITY: ALPHARETTA STATE: GA ZIP: 30202 8-K 1 CHOICEPOINT, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. ----------- 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): November 5, 1998 ---------------- CHOICEPOINT INC. (Exact Name of Registrant as Specified in Charter) GEORGIA 001-13069 58-2309650 (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 1000 ALDERMAN DRIVE ALPHARETTA, GEORGIA 30005 (Address of principal executive offices) (770) 752-6000 (Registrant's telephone number, including area code) ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS Effective November 5, 1998, ChoicePoint Inc., a Georgia corporation ("ChoicePoint"), through its wholly owned subsidiary ChoicePoint Services Inc., a Georgia corporation, acquired all of the capital stock and equity interests of Customer Development Corporation, an Illinois corporation ("CDC"), and its affiliated companies for $86,000,000 in cash, plus transaction costs. The final purchase price also is subject to a net worth adjustment based on the closing date balance sheet of the acquired companies. CDC, based in Peoria, Illinois, is a full-service database marketing company that designs and implements complex, customized database marketing programs primarily for clients in the insurance, consumer finance, publishing and banking industries. CDC and its affiliated companies (as described below, the "CDC Companies"), which will operate as subsidiaries of ChoicePoint, were acquired from Thomas C. Lund. The companies affiliated with CDC and also acquired by ChoicePoint are: Customer Database Technologies, Inc. (an Illinois corporation), which develops software packages utilized for database management applications, National Credit Audit Corporation (an Illinois corporation), which provides magazine subscriber collection services, Optimum Graphics 2 Printing, Inc. (an Illinois corporation), which provides print and paper brokerage services, Financial Database Services Company (an Illinois corporation), which provides database services for information governed by the Fair Credit Reporting Act, and CDC Realty LLC (a Delaware limited liability company), which owns the real estate utilized by CDC and its affiliated companies. ChoicePoint intends to continue to use the equipment and other physical assets of the CDC Companies substantially in the manner in which they were utilized prior to their acquisition. ChoicePoint funded the purchase of the CDC Companies with funds drawn from ChoicePoint's revolving bank credit facility with a group of banks including Wachovia Bank and SunTrust Bank, as co-agents. ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired. The financial statements required by this Item 7(a) will be filed by an amendment to this Current Report on Form 8-K no later than 60 days after the date hereof. (b) Pro Forma Financial Information. The pro forma financial statements required by this Item 7(b) will be filed by an amendment to this Current Report on Form 8-K no later than 60 days after the date hereof. (c) Exhibits. None. 3 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. CHOICEPOINT INC. (Registrant) By: /s/ Doug C. Curling --------------------------------------- Doug C. Curling Executive Vice President, Chief Financial Officer and Treasurer Date: November 13, 1998 -----END PRIVACY-ENHANCED MESSAGE-----