SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
December 23, 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. 170388102 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 281,500
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
281,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
281,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
1.9%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 170388102 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 370,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
370,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
370,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.5%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 170388102 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 481,400
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
481,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
481,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
3.3%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 170388102 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 1,133,200
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,133,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,133,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.8%
14 TYPE OF REPORTING PERSON*
OO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 170388102 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 611,500
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
611,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
611,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
4.2%
14 TYPE OF REPORTING PERSON*
CO;IA
<PAGE>
SCHEDULE 13D
CUSIP No. 170388102 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 1,263,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,263,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,263,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.6%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 170388102 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 1,263,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,263,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,263,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.6%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 170388102 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 1,263,300
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,263,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,263,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.6%
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, as amended by an Amendment No. 1 thereto filed on
October 29, 1997, is hereby amended by this Amendment No. 2 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 filing of Amendment No. 1 to Schedule 13D on October 29,
1997, (i) Brahman II purchased 37,900 shares of Common Stock at a net
investment cost of $1,524,668 (including commissions); (ii) Brahman
Institutional purchased 52,100 shares of Common Stock at a net investment cost
of $2,074,860 (including commissions); (iii) BY Partners purchased 61,900
shares of Common Stock at a net investment cost of $2,478,218 (including
commissions); and (iv) Brahman Capital purchased 27,100 shares of Common Stock
at a net investment cost of $1,069,985 (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 December 26, 1997, (i) Brahman
II owns beneficially 281,500 shares of Common Stock, constituting
approximately 1.9% of the shares outstanding; (ii) Brahman Institutional owns
beneficially
<PAGE>
Page 11 of 18 Pages
370,300 shares of Common Stock, constituting approximately 2.5% of the shares
outstanding; (iii) BY Partners owns beneficially 481,400 shares of Common
Stock, constituting approximately 3.3% of the shares outstanding; (iv) Brahman
Management owns beneficially 1,133,200 shares of Common Stock, constituting
approximately 7.8% 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
611,500 shares of Common Stock, constituting approximately 4.2% of the shares
outstanding (such amounts are inclusive of the 130,100 shares held for the
discretionary account that Brahman Capital manages for Brahman Offshore and
481,400 shares held by BY Partners); and (vi) each of Messrs. Hochfelder,
Sobel and Kuflik own beneficially 1,263,300 shares of Common Stock,
constituting approximately 8.6% 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 1,263,300 shares, constituting approximately 8.6% of the
shares outstanding. The percentages used herein are calculated based upon the
14,630,032 shares of Common Stock stated to be issued and outstanding at
October 31, 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 September 30, 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: December 30, 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
By:/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)
- ------------------------------------------------------------------------------
10/29/97 1,100 38.00000
10/30/97 5,600 37.37500
10/31/97 3,300 37.37500
11/10/97 1,100 38.12500
11/11/97 600 38.12500
11/12/97 600 37.47500
11/13/97 6,000 36.44210
11/14/97 3,200 36.49780
11/20/97 1,700 38.23560
12/03/97 1,100 38.97500
12/08/97 1,700 41.95000
12/18/97 600 45.22500
12/22/97 1,400 46.28640
12/23/97 5,100 45.86220
12/24/97 2,400 45.93120
12/26/97 2,400 45.81560
<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)
- ------------------------------------------------------------------------------
10/29/97 1,500 38.00000
10/30/97 7,400 37.37500
10/31/97 4,400 37.37500
11/10/97 1,500 38.12500
11/11/97 700 38.12500
11/12/97 700 37.47500
11/13/97 8,000 36.44210
11/14/97 4,100 36.49780
11/20/97 1,700 38.23560
11/25/97 4,000 36.46880
12/03/97 1,500 38.97500
12/08/97 2,200 41.95000
12/18/97 700 45.22500
12/22/97 1,800 46.28640
12/23/97 6,300 45.86220
12/24/97 2,800 45.93120
12/26/97 2,800 45.81560
<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)
- ------------------------------------------------------------------------------
10/29/97 1,900 38.00000
10/30/97 9,600 37.37500
10/31/97 5,800 37.37500
11/10/97 1,900 38.12500
11/11/97 900 38.12500
11/12/97 900 37.47500
11/13/97 10,300 36.44210
11/14/97 5,300 36.49780
11/20/97 2,200 38.23560
12/03/97 1,900 38.97500
12/08/97 2,800 41.95000
12/18/97 900 45.22500
12/22/97 2,200 46.28640
12/23/97 8,100 45.86220
12/24/97 3,600 45.93120
12/26/97 3,600 45.81560
<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)
- ------------------------------------------------------------------------------
10/29/97 500 38.00000
10/30/97 2,400 37.37500
10/31/97 1,500 37.37500
11/10/97 500 38.12500
11/11/97 300 38.12500
11/12/97 300 37.47500
11/13/97 2,700 36.44210
11/14/97 1,400 36.49780
11/17/97 2,500 37.57500
11/17/97 2,000 38.75000
11/20/97 900 38.23560
11/24/97 5,000 37.47500
12/03/97 500 38.97500
12/08/97 800 41.95000
12/18/97 300 45.22500
12/22/97 600 46.28640
12/23/97 2,500 45.86220
12/24/97 1,200 45.93120
12/26/97 1,200 45.81560
<PAGE>
