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Filed by ChoicePoint Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: DBT Online, Inc.
Registration Statement on Form S-4
(Registration No. 333-32438)
On April 10, 2000, Derek V. Smith, Chairman and CEO of ChoicePoint
Inc., a Georgia corporation ("ChoicePoint"), gave a presentation at the
Robinson-Humphrey Conference (the "Conference"). The following excerpts from
the transcript of the Conference presentation relate to the merger transaction
between ChoicePoint and DBT Online, Inc.
1. On page 5 the following:
I will just kind of highlight some of those capabilities. One
is the management of large databases. We have over 35 terabytes of data
between ourselves and our soon to be merger partners DBT.
2. On page 8 the following:
And clearly our most significant activity to date is with our
upcoming merger with DBT. Very quickly, DBT is one of the leading
providers of public records to both the corporate and consumer market
places. You may know them from their corporate products of AutoTrack,
Insight and Forum (?), or their consumer product which is KnowX.com.
There largest markets are in the local law enforcement market place as
well as insurance claims adjusters. They are listed in the NYSE with a
market cap in the $380-400 million range. Headquartered in Boca Raton,
FL and have roughly 400 employees. With the merger, it will bring our
business and government and insurance area roughly to about 50-50 in
terms of the business relationship in the two sectors.
3. On page 9 the following:
How about DBT? How does DBT enhance some of those
opportunities? First, it puts us clearly as the leading player in this
particular niche of what otherwise is a highly fragmented public record
market place. It significantly increases our ability to serve in two
areas that ChoicePoint classically has not had significant market
share. One is in the insurance claims area and second is in local law
enforcement. We have done very well at the national/federal level, but
DBT has got great expertise at the state/local level and together
provides a great coverage base for us. Add to that as well the consumer
market place, now we have in the public records everywhere from the
largest corporation down to the consumer market place a very
significant need for market share in that area. And they also bring to
us we believe a very strong and enhanced board of directors. Four of
the DBT directors will be joining us. We believe that indicates their
excitement in ChoicePoint and where we are going in the future. Those
include, Ken Langone, Bernie Marcus of Home Depot, Frank Borman, and
Gary Betty who is the CEO of Earthlink, which just recently merged with
MindSpring.
4. On pages 10-12 the following:
Alright, our next major issue really deals with technology and
our ability to create a technological environment that is adaptive to
the new world of information analysis and distribution. Very quickly
what we are looking to do here is to better leverage our fixed cost
infrastructure and create an environment where we can drive incremental
revenue to a very low cost variable incremental cost structure. We
realize that we have got to create a technology that is not only
scaleable but very flexible so that we are in a position to be able to
take advantage of what we think will be quick (?) emerging market
places over the next several year period of time and clearly this
environment is about the best people. Finding the best people,
maintaining the best people and rewarding them so they feel and
intricate part of the business. How does DBT help us in this particular
strategic initiative? First off, the merger we think creates an
opportunity to create between 10 and 20 million dollars of incremental
savings within the first four quarters of our operation. We think it
clearly accelerates our ability to create the premier public records'
technology platform. Both of our two organizations were in the process
of driving new technology solutions to the market. Combined we can do
it, we think, at a much better cost and with an overall enhanced
technology base that gives us some interesting new ways in which to go
about it. DBT has an excellent customer service function that we think
will provide much broader overall strength to our business.
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The next one really deals with the responsible use of
information. We are going to continue to make it a point that public
records and the type of information that we distribute is a powerful
component that helps society and creates value to society when it is
used responsibly. Our key initiative in the year 2000 is to make sure
that not only do we have and maintain state of the art privacy
principals, but we monitor comply and live up to what it is we say we
are doing. We believe we are the only company in the United States that
actually has a privacy committee at the board of directors' level. We
are going to actively pursue and be able to try to engage in the debate
of the responsible use of information and in doing so, we have
commissioned a study on how society looks at public records and how
society balances both the utility of those records and in fact the
value associated with those records and the consumer's right to
privacy. We expect that study to be released in the fall of this year.
DBT helps us in this regard as well. Now it allows us truly in
the public record market place to set the standard. We feel that we
will be looked at and viewed as the leader in responsible information
and we are less concerned about other people doing things that would
negatively impact our market place in general and our company in
specific.
Next we will really quickly talk about the Web and Web
environment. We believe ChoicePoint is positioned very well to become
one of the leading content providers in this new information-based
economy. You can see on the screen a series of products whether it
deals with direct marketing distribution, vendor screen, pre-employment
screening, public record environment or employee screening, it gives us
a very strong sweep of eCommerce-based technology allowing for
distribution primarily in the business to business market segment. We
believe it is that segment, business to business, that offers
ChoicePoint the most significant opportunity and in doing so what we
are looking to do in the internet world is create strategic alliances
and partnerships that really enhance one of three things. Either our
data or data access our technological competencies or our market
presence through creating new distribution outlets for our information
technology products and services. And lastly, we believe that we will
have a unique opportunity to look at some of our eCommerce businesses
and with a recognition that ChoicePoint is a business, as I will show
you in a minute, that's about generating cash. And so we got to create
a very different kind of overall structure for businesses who's goal is
to consume cash and to make sure we don't end up with two distinct
business models trying to converge into one similar. So you look for us
to create some eCommerce opportunities that are structured differently
because of the cash requirements or the value creation opportunities
and mechanisms in those different businesses. DBT enhances our
eCommerce Web environment rather significantly. First is they've got a
very robust distribution platform in KnowX.com. Second they have 40-50
Web-based Internet-oriented people that add to our technology team and
give us much more significant resources into this particular area. And
we believe combined between SearchPointe and KnowX we have one of the
strongest presence in both the small business and consumer market for
the distribution of information content via the Web. You can see again,
DBT enhances the Web environment through three very strong products in
the public records' environment, again in employee screening
environment, and the consumer product KnowX.com.
5. On page 13 the following:
The balance sheet, you can see we believe we've got a very
significant and strong balance sheet going forward that will only
enhance with the merger of DBT. You can see the numbers here without
DBT quickly, if adding DBT in, the EBITDA to interest number will
actually go to 8.8 times. EBITDA to interest is 13.8, funded debt, the
EBITDA drops to 1.4 and our debt to total capital will be about 37%. So
we think it creates a very strong balance sheet with financial
momentum, significant cash flow and what it really, the strongest
revenue and financial dynamics that we've had for the business.
6. On pages 15 and 16 the following:
(Question inaudible) A: Well, ChoicePoint today at large has a
product called SearchPointe(TM)which is our really only direct to
consumer product and it is dealt for the verification of physician
credentials. We created that product for really two reasons. One was to
understand the Internet technology required to deliver our kind of
credential verification in that environment. And secondly to understand
more about the marketing delivery preferences of the consumer. We feel
very good about that learning process, but it's not been a significant
revenue generation opportunity for us. KnowX, which is DBT's consumer
product, is really the leading Internet site or portal for the
distribution of public records. Now what I would say is we think we
will continue to expand delivery of the information to the consumer,
but we will do it in a way that we think balances the consumer's right
to privacy and the protection of some of that information and
day-to-day need to better understand the relationships that they are
forming on a business basis. I think the consumer environment will
grow. We expect a much more significant amount of Internet activity on
the business to business side or business to business to consumer side
than we really do on the business to consumer side.
7. On page 16 the following:
(Question inaudible) A: That is correct. We will continue
because we have a very significant resource in KnowX, we will continue
to look both structurally as well as data-wise how we can enhance and
continue to be the content provider underneath that. ChoicePoint
strategy is to be more the data content engine underneath it.
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We probably won't be the front-end portal or whatever, strictly on our own. That
doesn't fit our business model. It has whole set of financial characteristics to
it, and so I wouldn't expect us to be the marketing front end of that kind of
environment.
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In addition to ChoicePoint, the participants in this solicitation may
include the directors of ChoicePoint: Ron D. Barbaro, James M. Denny, Tinsley
H. Irvin, Ned C. Lautenbach, C.B. Rogers, Jr., Derek V. Smith, Charles I.
Story and Alan J. Taetle and the following officers and employees of
ChoicePoint: Douglas C. Curling (Chief Operating Officer and Treasurer),
Michael S. Wood (Chief Financial Officer) and Kelly McLoughlin (Director
Investor Relations). As of the date of this communication, none of these
directors and officers of ChoicePoint beneficially owned more than 1% of the
common stock of ChoicePoint, except for Derek V. Smith, who beneficially owned
3.3% of the common stock of ChoicePoint.
ChoicePoint and DBT Online filed a joint proxy statement/prospectus
and other relevant documents concerning the merger with the United States
Securities and Exchange Commission (the "SEC") on March 14, 2000. The joint
proxy statement/prospectus was amended on April 11, 2000 and declared effective
on April 13, 2000. WE URGE INVESTORS TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain
the documents free of charge at the SEC's website, www.sec.gov. In addition,
documents filed with the SEC by ChoicePoint will be available free of charge
from the Secretary of ChoicePoint at 1000 Alderman Drive, Alpharetta, Georgia
30005, Telephone 770-752-6000. READ THE JOINT PROXY STATEMENT/PROSPECTUS
CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.
