-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AhWKQiPXo+ildv5y/D3iyrRmdkHswfOqC47xIzvUAg90nOaoKVy5Oal17PkAXw9B lcS40mP7q7H16tNCcjwqrA== 0000902664-97-000406.txt : 19980102 0000902664-97-000406.hdr.sgml : 19980102 ACCESSION NUMBER: 0000902664-97-000406 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971231 SROS: NYSE GROUP MEMBERS: BRAHMAN CAPITAL CORP. GROUP MEMBERS: BRAHMAN INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: BRAHMAN MANAGEMENT, L.L.C. GROUP MEMBERS: BRAHMAN PARTNERS II, L.P. GROUP MEMBERS: BRAHMAN SECURITIES INC GROUP MEMBERS: BY PARTNERS, L.P. GROUP MEMBERS: MITCHELL A. KUFLIK GROUP MEMBERS: PETER A. HOCHFELDER GROUP MEMBERS: ROBERT J. SOBEL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHOICEPOINT INC CENTRAL INDEX KEY: 0001040596 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 582309650 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51579 FILM NUMBER: 97747161 BUSINESS ADDRESS: STREET 1: 1000 ALDERMAN DR CITY: ALPHARETTA STATE: GA ZIP: 30202 BUSINESS PHONE: 7707525745 MAIL ADDRESS: STREET 1: CHOICEPOINT INC STREET 2: 1000 ALDERMAN DR CITY: ALPHARETTA STATE: GA ZIP: 30202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRAHMAN SECURITIES INC CENTRAL INDEX KEY: 0000826803 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133443542 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 277 PARK AVENUE 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129411400 MAIL ADDRESS: STREET 1: 277 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D 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). 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----