UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 4, 2005
ChoicePoint Inc.
(Exact name of registrant as specified in its charter)
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| Georgia
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001-13069
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58-2309650 |
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| (State of Incorporation)
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Commission File Number
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(IRS employer identification no.) |
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| 1000 Alderman Drive |
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| Alpharetta, Georgia
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30005 |
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| (Address of principal executive offices)
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(Zip code) |
Registrants telephone number, including area code: (770) 752-6000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On September 27, 2004, we found evidence of suspicious activity by a few of our small business
customers in the Los Angeles area. We notified law enforcement authorities in Los Angeles, and
they commenced an investigation. These customers opened ChoicePoint accounts by using stolen
identities and altered documents. These small business customers were able to access information
products containing primarily the following:
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consumer names, current addresses and former addresses, |
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social security numbers, |
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drivers license numbers, |
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other public record information, including, but not limited to, bankruptcies, liens and
judgments, professional licenses, and real property data, and |
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in certain cases, credit reports. |
We understand that a Nigerian citizen pled no contest in California state court in connection
with this Los Angeles incident and was sentenced to 16 months in prison. We further understand that
law enforcements investigation of the matter is ongoing.
Our customer procedures include credentialing customers prior to granting them access to
information products. In addition, in our public records group, we perform random audits of
previously credentialed customers to assess the propriety of their use of our information products.
In the past, we have suspended or terminated access to our information products when account
activity seems inconsistent with contract expectations and/or when customer audit efforts fail to
resolve our concerns regarding account usage or permissible purpose.
As we did in the recent Los Angeles incident, we have worked with law enforcement on other
occasions of suspicious activity related to customer use of our information products. There have
been other instances in which we have received subpoenas and other inquiries from law enforcement
regarding activities of our customers, which sometimes related to potentially improper use of our
information products. In some cases, we were not provided either the purpose or conclusions of
these investigations. We are aware of a limited number of past instances that resulted in criminal
convictions of certain former customers for activities involving improper use of our information
products.
Based on information currently available, we estimate that approximately 145,000 consumers
from 50 states and other territories may have had their personal information improperly accessed as
a result of the recent Los Angeles incident and certain other instances of unauthorized access to
our information products. Approximately 35,000 of these consumers are California residents, and
approximately 110,000 are residents of other
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states. These numbers were determined by conducting searches of our databases that matched
searches conducted by customers who we believe may have had unauthorized access to our information
products on or after July 1, 2003, the effective date of the California notification law. Because
our databases are constantly updated, our search results will never be identical to the search
results of these customers.
The California notification law requires us to notify consumers of unauthorized acquisition of
personal information, including first name or first initial and last name combined with social
security number, drivers license number or similar unique personal identifiers. We have completed
mailing notices to approximately 145,000 consumers in all 50 states. Substantially all of these
notices were sent to consumers who may have been affected as a result of the recent Los Angeles
incident. We used the criteria set forth in the California notification law to determine who to
notify in each of the states. The California notification law permits alternative methods for
notifying consumers when the notice provider does not have sufficient contact information. We will
use this alternative method of notice, including posting a notice on our website at
www.choicepoint.com.
Our review of the recent Los Angeles and other similar incidents is ongoing, and the number of
potentially affected consumers may increase. However, we currently do not anticipate a significant
increase to our estimate of the number of potentially affected consumers. We intend to provide
notice to any additional affected consumers who are identified through our continuing review.
Absent specific notification from law enforcement personnel, affected consumers or others, we
cannot determine whether a particular consumer is a victim of identity theft. Accordingly, we do
not know how many of these consumers may be actual victims of identity theft. Law enforcement
officials have informed us that they have identified approximately 750 consumers nationwide where
some attempt was made to compromise their identity.
We are taking a variety of steps to assist the potentially affected consumers that we have
identified to date. In addition to the above-mentioned notices, we have purchased 3-bureau credit
reports and a one year credit monitoring service for each of these individuals. We have
established a toll-free number for consumers receiving a notice from us. We also have urged
potentially affected consumers to check their credit reports for suspicious activity.
Regulatory and Legislative Matters and Legal Proceedings
We have received a variety of inquiries and requests from state Attorneys General as a result
of the recent Los Angeles incident. Generally, these state Attorneys General are requiring that all
affected individuals in each of their respective states receive appropriate notice. We have mailed
notices to the approximately 145,000 affected consumers identified to date. In addition, certain
state Attorneys General have requested, including by use of subpoena, information and documents to
determine whether we have violated certain
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applicable state laws regarding consumer protection and related matters. We intend to cooperate
with the state Attorneys General in connection with these inquiries.
We have received notice from the Securities and Exchange Commission (SEC) that the SEC is
conducting an informal inquiry into the circumstances surrounding any possible recent identity
theft, recent trading in ChoicePoint stock by our Chief Executive Officer and Chief Operating
Officer and related matters. We intend to cooperate and to provide requested information and
documents to the SEC.
In addition, the Federal Trade Commission (FTC) is conducting an inquiry into our compliance
with federal laws governing consumer information security and related issues. In particular, the
FTC has asked for information and documents regarding our customer credentialing process and the
recent incident in Los Angeles. We intend to cooperate with the FTC in connection with its inquiry.
A number of congressional leaders are calling for hearings and proposing legislative responses
in light of increasing concerns over identity theft. For example, the U.S. Senate Banking, Housing
and Urban Affairs Committee has scheduled a hearing next week to consider recent identity theft
concerns. We fully support a continued national discussion of how to ensure that information is
used responsibly, that the positive benefits of information use are preserved and that the illegal
uses of data are severely punished.
We are a defendant in a complaint filed on February 18, 2005 in the Superior Court of the
State of California, County of Los Angeles. The lawsuit alleges, among other things, violations of
California law in connection with the recent fraud incident in Los Angeles. The plaintiff purports
to bring the lawsuit on behalf of a class of others similarly situated and seeks injunctive relief
and damages in an unspecified amount. We intend to defend the lawsuit vigorously.
We are also a defendant in a complaint filed on February 22, 2005 in the U.S. District Court
for the Central District of California. The lawsuit alleges that the recent incident in Los Angeles
violates the federal Fair Credit Reporting Act (FCRA), various California statutes and the privacy
rights of the plaintiffs. The plaintiff purports to bring the lawsuit on behalf of a class of
affected persons and seeks an injunction to prevent us from disclosing consumer information
improperly and to require us to allow the plaintiffs to be excluded from our databases. The suit
also seeks damages of up to $1,000 for each violation of the FCRA and unspecified punitive damages.
We intend to defend this lawsuit vigorously.
Assessment and Cautionary Statement
We are announcing today that we are discontinuing the sale of information products that
contain sensitive consumer data, including social security numbers, except where there is either a
specific consumer driven transaction or benefit or where the products support federal, state or
local government and law enforcement purposes. We cannot currently
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accurately estimate the impact on our operating results and financial condition of the customer
fraud, related events and our decision to discontinue certain business lines. We will encounter a
decline in our revenue from these customers in our public records business, which we estimate will
reduce core revenues for the year ended December 31, 2005 by $15 to $20 million. We will review
our various technology investments in this small business segment as well as other related costs
incurred in serving this segment. We also will incur incremental expenses as a result of the
customer fraud and related events, including approximately $2 million for the 3-bureau reports and
monitoring service for affected consumers identified to date. We cannot currently estimate our
expenses for additional legal, consulting and other operating items.
Certain written statements in this Form 8-K constitute forward-looking statements as defined
under the Private Securities Litigation Reform Act of 1995. Words or phrases such as should
result, are expected to, we anticipate, we estimate, we project, we intend, or similar
expressions are intended to identify forward-looking statements. These statements are subject to
certain risks and uncertainties that could cause actual results to differ materially from those
expressed in any forward-looking statements. These risks and uncertainties include, but are not
limited to, the following important factors: the results of our ongoing review of the Los Angeles
incident and other incidents, the impact of our decision to discontinue certain businesses as
described in our press release issued today, the results of our re-credentialing of customer
accounts, the results of any litigation or governmental proceedings, demand for our services,
product development, our ability to maintain acceptable margins and control costs, the impact of
federal, state and local regulatory requirements on our business, including the public records
market and privacy matters affecting us and any federal or state legislative responses to identity
theft concerns, the impact of competition and the uncertainty of economic conditions in general.
Additional information concerning these and other risks and uncertainties is contained in our
filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for
the year ended December 31, 2003. Readers are cautioned not to place undue reliance on
forward-looking statements, since the statements speak only as of the date that they are made, and
we undertake no obligation to publicly update these statements based on events that may occur after
the date of this document.
Press Release
On March 4, 2005, we issued a press release relating to certain matters addressed herein. A
copy of this press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference into this item 8.01.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.l Press release issued by ChoicePoint Inc. on March 4, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 4, 2005
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CHOICEPOINT INC. (Registrant)
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/s/ Derek V. Smith
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Derek V. Smith |
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Chairman and Chief Executive Officer |
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By: |
/s/ Steven W. Surbaugh
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Steven W. Surbaugh |
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Chief Financial Officer |
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Exhibit 99.1
PRESS RELEASE
March 4, 2005
ChoicePoint to Exit Non-FCRA Consumer Sensitive Data Markets; Shift Business Focus to Areas
Directly Benefiting Society and Consumers
ChoicePoint (NYSE: CPS) Chairman and Chief Executive Officer Derek V. Smith on Friday announced
that the company will discontinue the sale of information products that contain sensitive consumer
data, including social security and drivers license numbers, except where there is a specific
consumer driven transaction or benefit, or where the products support federal, state or local
government and criminal justice purposes.
These changes are a direct result of the recent fraud activity, our review over the past few weeks
of our experience and products, and the response of consumers who have made it clear to us that
they do not approve of sensitive personal data being used without a direct benefit to them, said
Smith. We apologize again to those consumers that may be affected by the fraudulent activity. We
remain committed to helping them take active steps to protect their personal data and to assisting
law enforcement officials who are investigating the attacks on consumers
identities.
ChoicePoint will continue to serve most of its core markets and customers, but these actions will
have an impact on the scope of products offered to some customers and the availability of
information products in certain market segments, particularly small businesses. The transition will
begin immediately and is expected to be substantially completed within 90 days.
The remaining ChoicePoint products and services that contain sensitive personal information will
meet one of three tests:
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Support consumer driven transactions where the data is needed to complete or maintain
relationships such as insurance, employment, and tenant screening or to provide access to
their own data; |
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Provide authentication or fraud prevention tools to large, accredited corporate
customers where consumers have existing relationships. For example, information tools for
identity verification, customer enrollment, and insurance claims; or |
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Assist federal, state and local government and criminal justice agencies in their
important missions. |
As previously announced, the company has strengthened its customer credentialing procedures and is
presently re-credentialing broad segments of its customer base, including all small business
customers.
Additionally, the company has created an independent office of Credentialing, Compliance and
Privacy that will report to the Board of Directors Privacy Committee. Based in Washington, DC,
this office will oversee improvements in customer credentialing processes, the expansion of a site
visit-based verification program, and implementation of procedures to expedite the reporting of
incidents. Additional details about the office and the person who will lead this new organization
will be released next week.
The impact of ChoicePoints decision to discontinue the sales of certain products is expected to
reduce 2005 core revenues by $15 20 million and to be dilutive to earnings per share by 10 to 12
cents. Actual results could vary from these estimates. This estimate excludes the approximately $2
million purchase of credit reports and monitoring services for affected consumers and other
operating charges such as legal, consulting, technology and miscellaneous expenses which we cannot
estimate at this time.
Smith also emphasized that the company is helping consumers whose identities may have been
compromised by those who fraudulently obtained information from ChoicePoint during the course of
last year. We hope that affected consumers will use the help line and to take advantage of the
free 3-bureau credit reports and credit monitoring we have made available for them, he said.
About ChoicePoint
ChoicePoint Inc. (NYSE: CPS) is the leading provider of identification and credential verification
services for making smarter decisions in a world challenged by increased risks. Serving the needs
of business, government, non-profit organizations and individuals, ChoicePoint works to create a
safer and more secure society through the responsible use of information while ensuring the
protection of personal privacy.
Form 8-K
We filed a current report on Form 8-K today with the Securities and Exchange Commission. In the
Form 8-K, we provide additional information regarding the recent customer fraud incidents, an
update on related regulatory and legislative matters and legal proceedings, and other matters. The
Form 8-K can be viewed on the SECs Web site at www.sec.gov. or our Web site at
www.choicepoint.com.
Forward Looking Statement
Certain written statements in this press release constitute forward-looking statements as defined
under the Private Securities Litigation Reform Act of 1995. Words or phrases such as should
result, are expected to, we anticipate, we estimate, we project, we intend, or similar
expressions are intended to identify forward-looking statements. These
statements are subject to certain risks and uncertainties that could cause actual results to differ
materially from those expressed in any forward-looking statements. These risks and uncertainties
include, but are not limited to, the following important factors: the results of our ongoing
review of the Los Angeles incident and other incidents, the impact of our decision to discontinue
certain businesses as described in this press release, the results of our re-credentialing of
customer accounts, the results of any litigation or governmental proceedings, demand for our
services, product development, our ability to maintain acceptable margins and control costs, the
impact of federal, state and local regulatory requirements on our business, including the public
records market and privacy matters affecting us and any federal or state legislative responses to
identity theft concerns, the impact of competition and the uncertainty of economic conditions in
general. Additional information concerning these and other risks and uncertainties is contained in
our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K
for the year ended December 31, 2003. Readers are cautioned not to place undue reliance on
forward-looking statements, since the statements speak only as of the date that they are made, and
we undertake no obligation to publicly update these statements based on events that may occur after
the date of this document.