SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Choicepoint Inc.
(Name of Issuer)
Common Stock, Par Value $0.10
(Title of Class of Securities)
170388102
(CUSIP Number)
Peter A. Hochfelder
c/o Brahman Management, L.L.C.
277 Park Avenue, 26th Floor
New York, New York 10172
(212) 941-1400
(Name, address and telephone number of person
authorized to receive notices and communications)
October 22, 1997
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes). <PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 2 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brahman Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 243,600
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
243,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
243,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.7%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 3 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brahman Institutional Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 318,200
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
318,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
318,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.2%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 4 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BY Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 419,500
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
419,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
419,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.9%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 5 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brahman Management, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 981,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
981,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
981,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.8%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 6 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brahman Capital Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 522,500
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
522,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
522,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.6%
14 TYPE OF REPORTING PERSON*
CO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 7 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter A. Hochfelder
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,084,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,084,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,084,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.5%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 8 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert J. Sobel
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,084,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,084,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,084,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.5%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 385189105 Page 9 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mitchell A. Kuflik
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,084,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,084,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,084,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.5%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Page 10 of 18 Pages
The Schedule 13D initially filed on September 19, 1997, by the
signatories hereto relating to the Common Stock, par value $.10 per share (the
"Common Stock"), issued by Choicepoint Inc., a Georgia corporation (the
"Company"), whose principal executive offices are at 1000 Alderman Drive,
Alpharetta, Georgia 30005, is hereby amended by this Amendment No. 1 to the
Schedule 13D as follows:
Item 3. Source and Amount of Funds or Other Consideration.
- ------ -------------------------------------------------
The first sentence of Item 3 is hereby deleted and the following
inserted in its place:
Since the initial Schedule 13D filing, (i) Brahman II purchased
22,400 shares of Common Stock at a net investment cost of $859,243 (including
commissions); (ii) Brahman Institutional purchased 59,400 shares of Common
Stock at a net investment cost of $2,309,191 (including commissions); (iii) BY
Partners purchased 98,600 shares of Common Stock at a net investment cost of
$3,838,078 (including commissions); and (iv) Brahman Capital purchased 17,600
shares of Common Stock at a net investment cost of $666,738 (including
commissions) for the account of Brahman Offshore.
Item 5. Interest in Securities of the Issuer.
- ------ -------------------------------------
Item 5(a) is hereby deleted and the following inserted in its place:
(a) As of the close of business on October 28, 1997, (i) Brahman II
owns beneficially 243,600 shares of Common Stock, constituting approximately
1.7% of the shares outstanding; (ii) Brahman Institutional owns beneficially
<PAGE>
Page 11 of 18 Pages
318,200 shares of Common Stock, constituting approximately 2.2% of the shares
outstanding; (iii) BY Partners owns beneficially 419,500 shares of Common
Stock, constituting approximately 2.9% of the shares outstanding; (iv) Brahman
Management owns beneficially 981,300 shares of Common Stock, constituting
approximately 6.8% of the shares outstanding (such amounts are inclusive of
the amounts reported by Brahman II, BY Partners and Brahman Institutional
pursuant to clauses (i)-(iii) herein); (v) Brahman Capital owns beneficially
522,500 shares of Common Stock, constituting approximately 3.6% of the shares
outstanding (such amounts are inclusive of the 103,000 shares held for the
discretionary account that Brahman Capital manages for Brahman Offshore and
419,500 shares held by BY Partners); and (vi) each of Messrs. Hochfelder,
Sobel and Kuflik own beneficially 1,084,300 shares of Common Stock,
constituting approximately 7.5% of the shares outstanding. Brahman
Management, Brahman Capital and Messrs. Hochfelder, Sobel and Kuflik own
directly no shares of Common Stock. By reason of the provisions of Rule 13d-
5(b)(1) under the Act, the Reporting Persons comprising the foregoing group
may be deemed to own 1,084,300 shares, constituting approximately 7.5% of the
shares outstanding. The percentages used herein are calculated based upon the
14,468,689 shares of Common Stock stated to be issued and outstanding at
August 8, 1997, as reflected in the Company's quarterly report on Form 10-Q
filed with the Securities and Exchange Commission for the quarterly period
ended June 29, 1997.
<PAGE>
Page 12 of 18 Pages
Item 5(c) is hereby amended to add the following:
The trading dates, number of shares purchased or sold and price per
share (excluding commissions) for all other transactions by the Reporting
Persons during the past 60 days are set forth in Schedule A hereto. All such
transactions were open market transactions and were effected on the New York
Stock Exchange. No other transactions were effected by any of the persons
named in response to item 5(a) above during such period.
<PAGE>
Page 13 of 18 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: October 29, 1997
BRAHMAN PARTNERS II, L.P.
By: BRAHMAN MANAGEMENT, L.L.C.
By:/s/ Peter A. Hochfelder
Name: Peter A. Hochfelder
Title: Managing Member
BRAHMAN INSTITUTIONAL PARTNERS, L.P.
By: BRAHMAN MANAGEMENT, L.L.C.
By:/s/ Peter A. Hochfelder
Name: Peter A. Hochfelder
Title: Managing Member
BY PARTNERS, L.P.
By: BRAHMAN MANAGEMENT, L.L.C.
By:/s/ Peter A. Hochfelder
Name: Peter A. Hochfelder
Title: Managing Member
BRAHMAN MANAGEMENT, L.L.C.
By:/s/ Peter A. Hochfelder
Name: Peter A. Hochfelder
Title: Managing Member
<PAGE>
Page 14 of 18 Pages
BRAHMAN CAPITAL CORP.
By:/s/ Peter A. Hochfelder
Name: Peter A. Hochfelder
Title: President
/s/ Peter A. Hochfelder
Peter A. Hochfelder
/s/ Robert J. Sobel
Robert J. Sobel
/s/ Mitchell A. Kuflik
Mitchell A. Kuflik
<PAGE>
Page 15 of 18 Pages
Schedule A
Brahman Partners II, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (excluding commissions)
- ------------------------------------------------------------------------------
9/30/97 4,500 37.50000
10/17/97 11,200 38.74875
10/27/97 4,500 38.12500
10/28/97 2,200 38.00000
<PAGE>
Page 16 of 18 Pages
Schedule A
Brahman Institutional Partners, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (excluding commissions)
- ------------------------------------------------------------------------------
9/30/97 5,900 37.50000
10/17/97 14,700 38.74875
10/22/97 30,000 39.32110
10/27/97 5,900 38.12500
10/28/97 2,900 38.00000
<PAGE>
Page 17 of 18 Pages
Schedule A
BY Partners, L.P.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (excluding commissions)
- ------------------------------------------------------------------------------
9/30/97 7,700 37.50000
10/3/97 5,000 39.00000
10/17/97 19,300 38.74875
10/20/97 5,000 39.33750
10/22/97 50,000 39.32110
10/27/97 7,700 38.12500
10/28/97 3,900 38.00000
<PAGE>
Page 18 of 18 Pages
Schedule A
Brahman Capital Corp. for the account of
Brahman Partners II Offshore, Ltd.
Transactions in the Common Stock
Date of Number of Price Per Share
Transaction Shares Purchased (excluding commissions)
- ------------------------------------------------------------------------------
9/23/97 8,000 37.25000
9/30/97 1,900 37.50000
10/17/97 4,800 38.74875
10/27/97 1,900 38.12500
10/28/97 1,000 38.00000
<PAGE>