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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.
Commission File No. 001-13333
On February 14, 2000, ChoicePoint Inc., a Georgia corporation ("ChoicePoint"),
issued the following letter to its employees:
Subject: DBT Merger Announcement
This afternoon we announced that ChoicePoint has signed a definitive
agreement to merge with DBT Online. DBT Online, based in Boca Raton, Florida, is
one of the largest online civil public record information providers in the U.S.
The combination of our two companies will position us as the largest provider of
on-line and on-demand public record information in the U.S. The deal is expected
to close sometime in the second quarter of this year.
As you know, in today's technology-driven world where we are
increasingly dependent on a number of anonymous, disparate relationships, there
is a growing need for quality information. Businesses and individuals need to
understand and assess those with whom they are doing business, and the risks
associated with those relationships. ChoicePoint wants to be the company at the
center of these important decisions.
DBT's leadership and expertise in the online civil public record
markets will significantly enhance our current offerings and will strengthen our
position as the leading provider to meet this ever-emerging market for
information. DBT also brings to ChoicePoint a strong market position,
experienced Board leadership, and significant data and technology resources.
These strengths, combined with ChoicePoint's leadership position in both the
insurance industry and in the public records arena, will create a powerful new
resource for businesses, governments and individuals, and a significant
opportunity for all of our associates, customers and shareholders as a result.
Additionally, our two companies will focus on the responsible use of
information to help our customers make better, more informed decisions that
matter to their business or personal well-being. In fact, this combination
allows ChoicePoint to influence, and even set the standard for balancing the
appropriate and responsible use of information with personal privacy.
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Once the merger is complete, I expect Ron Fournet, president and CEO of
DBT to join ChoicePoint as chief information and technology officer, as well as
play a significant role in the assimilation and integration of the two
companies. Our Board of Directors will change to include four outside members
from the current ChoicePoint Board, four outside members from the current DBT
Board, and two members from the company's management team.
The details of our agreement with DBT are spelled out in the attached
press release. DBT shareholders will receive .525 shares of ChoicePoint stock
for every share of DBT they hold. We will operate under the name ChoicePoint and
continue to be traded under the symbol CPS on the New York Stock Exchange, and
our combined market cap will be approximately $1.7 billion, based on today's
stock price.
Both Boards of Directors have approved the deal, though it is subject
to approval by ChoicePoint and DBT shareholders, as well as regulatory
approvals. Pending these approvals, the completion of the deal is expected
during the second quarter of this year. At this point we have only signed an
agreement to merge and the deal is not finalized. Although we are all excited
about the opportunity this combination presents, I have no assurance that this
agreement will result in a transaction.
As you can see, this is very exciting news for us. In the coming weeks
you will hear more details about this as I present our 2000 strategy and
transformational priorities to all associates. We are off to a great start in
2000 and I appreciate your role and support and look forward to our continued
success. If you have comments or concerns, please contact your manager, or you
can email me.
ChoicePoint and DBT Online, Inc., a Pennsylvania corporation, will be
filing a joint proxy statement/prospectus and other relevant documents
concerning the merger with the United States Securities and Exchange Commission
(the "SEC"). 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.
