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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 26, 2000, Douglas C. Curling, Chief Operating Officer and
Treasurer of ChoicePoint Inc., a Georgia corporation ("ChoicePoint"), Michael
Wood, Chief Financial Officer of ChoicePoint, Kelly McLoughlin, Assistant Vice
President of Investor Relations of ChoicePoint, and Ron Fournet, President and
Chief Executive Officer of DBT Online, Inc. ("DBT"), and others participated in
a conference call regarding ChoicePoint's Earnings Release for the first quarter
of 2000. The following exerpts from the transcript of the conference call relate
to the merger transaction between ChoicePoint and DBT.
1. On page 1 the following:
K. McLoughlin Thanks Alison. Good morning and thanks everyone for joining
us. On our call with me today we have Mike Wood our CFO who's
going to review the financial results of the quarter. Doug
Curling our Chief Operating Officer who's going to talk about
our strategic and operational accomplishments. And Ron Fournet
President and CEO of DBT who will be available during the Q&A
to respond to any questions specific to the pending merger or
to DBT.
2. On page 10 the following:
D. Curling However, in our 4th quarter call I indicated that this year we
would step up our M&A activity again. During this past quarter
you saw us become very active.
3. On pages 11-13 the following:
D. Curling All of these deals were accretive Q1 results. And of course
our largest deal, the pending merger with DBT Online was
announced on February 14th. All of you I'm sure have heard us
talk about our excitement for this merger and the significant
opportunities the combination of our two businesses offers us
in the on-line public record marketplace.
As discussed in the press release earlier this month, we have
cleared all regulatory and anti-trust review processes so the
last major hurdle is
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security shareholder approval. Both DBT and Choicepoint have
mailed proxies to shareholders and have set our annual
shareholder meetings for May 16th here in Alpharetta.
DBT will hold their meeting in a nearby hotel and Choicepoint
will hold our meeting here at our headquarters facility.
Assuming shareholder approval is obtained, we would expect to
close the transaction as soon as logistically possible
thereafter, so we are actually ahead of our original schedule
and looking to close mid-May.
While we wait for the shareholder approval, we have been
working hard on building integration plans for the two
companies. We have set a number of functional work teams to
understand how we can best work together and maximize synergy
and opportunities going forward. These teams are making good
progress and our 6-person executive committee meets each week
to discuss milestones and recommended next steps.
While we've already begun making some integration decisions on
things like data purchases and communications strategies, as
you might expect most of the implementation cannot begin until
a legal business combination is effected.
So our goal is really to have as much as the planning
completed by mid-May as possible, so we can begin executing
soon after closing. Realistically we will still be making
integration decisions until probably late June. But we do
expect to have all the deal costs and restructuring charges
included in our Q2 results.
I am personally very pleased with how this process is going
and the level of cooperation among our working teams and I am
very excited about the merger and the possibilities it offers
us.
4. On pages 15-16 the following:
D. Curling Lastly, let me briefly comment on our Internet and emerging
market initiative. As we've discussed over the last several
quarterly calls, Choicepoint will continue to seek
opportunities for us to exploit the Internet as a distribution
for channel for our public record content. And with the
upcoming combination with DBT and their Know X operation, we
are actively engaged in strategic review of all of our
activities in this area.
First we move forward with forming and Internet advisory board
to help us strategically direct our Internet businesses. Alan
Taetle, a current member of the Choicepoint board and a
partner in Noro-Mosely, a large
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Atlanta-based venture capital fund, has agreed to chair this
committee. He has recruited several others to serve with him
bringing significant Internet and e-commerce experience to us.
Secondly, although I didn't specifically comment on in my
early Choicepoint DBT integration remarks, our two Internet
teams are working very well together and have already arranged
for new shared office space in mid-town Atlanta. Although both
teams recognize that some strategic changes are inevitable,
they are both excited about combining forces and actively
engaged in product, technology and staff planning.
Know X has a run rate of about $15 million of Internet revenue
today and a talent pool of 40 associates here in Atlanta that
add considerable mass and experience to our own Internet
initiative.
As we continue to determine our long term strategy and
structure for the Internet initiatives however, we are
pursuing and successfully establishing key relationships and
opportunities in the e-market space for our new core products.
Although these initiatives aren't yet producing significant
financial contributions, we are make progress strategically at
positioning Choicepoint as a content provider of critical data
for decisions made on the Internet and believe long term there
is significant value creation opportunity for us here in this
space.
5. On pages 23-24 the following:
B. Speller Understood. And last question, Ron, good morning and was
wondering if you could just comment briefly on the DBT
quarter.
R. Fournet Yes, Brian good morning. We felt like we had a very good first
quarter and very much so according to plan in terms of
obviously a rebound from the 4th quarter. That overall 1st
quarter showed again a continuing recovery of the federal
business. The growth of revenues as we introduced multiple
products into multiple markets. I'm sure many of you have been
tracking that. Again, as we have done that we have controlled
costs very well I think.
So I think we're very well positioned for the core business to
continue to move forward and expanded into multiple markets
with some new products and very well positioned with the
merger with Choicepoint which I'll just leave you a trailing
thought here. The board senior team and all of the employees
of DBT are very excited by this.
We see the synergy to give us combined strength that we never
would have had in the past and so therefor going forward we
are very, very
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excited and looking forward to the mid-May timeframe and let's
just get on with it.
D. Curling Likewise and thanks Ron. I think the trends there are very,
very compelling and exciting. Thank you.
6. On pages 24-26 the following:
B. Warmington A further question on DBT and the 4th quarter. It looked like
the operating margin changed there but was pretty pronounced
and pretty positive. I wanted to ask what was behind that? It
seemed like there was finally some good revenue growths there,
but it looked like there was also I don't know whether it was
more efficiency on spending. I wanted to see if we could get a
little bit of color on that.
R. Fournet Yes I'll take that. This is Ron Fournet again. We did have of
course some two-plan if you will, as planned expenditures in
the first quarter as we continued to grow the company and
transform it if you will into several markets and several
products. You have seen these product releases that we have
been doing.
But as we have done that we have kept our cost flat but this
according to plan too. The whole notion has been nothing more
and nothing less than let's keep the costs flat as we
introduce new products, grow the top line, keep the expense
line flat, the margin will increase. I think that what you're
seeing is the affect of that. It is a real simple formula and
we had that fairly well established by late last summer. I
think that what you're seeing is the realization of that into
the first quarter.
B. Warmington Would it be fair to take that operating margin level and
project that out for the rest of 2000 as being a sustainable
operating level? Or would it be fair to look at that as sort
of the floor-up for which you're going to build? Is this
pre-synergy?
R. Fournet Absolutely. That is the plan as you've seen it and as you just
described it. The plan has always been to establish this as
the floor and actually in the 4th quarter I think what you saw
was we just delayed in doing it because of the penetration in
the markets, the expansion in the ansay markets and the growth
of the salesforce. From a fixed asset base that we had already
established to grow that and to increase that margin, I think
that is what you're seeing and I expect that trend to
continue.
B. Warmington Thank you very much and congratulations on a very strong
quarter to both companies.
================================================================================
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.
