<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER __, 1995
REGISTRATION NO. 33-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
EQUIFAX INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-0401110
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1600 PEACHTREE STREET, N.W.
ATLANTA, GEORGIA 30309
(404) 885-8000
(Address, including zip code, and telephone number,
including area code, of registrant's executive offices)
------------------------
THOMAS H. MAGIS, ESQ.
CORPORATE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
EQUIFAX INC.
1600 PEACHTREE STREET, N.W.
ATLANTA, GEORGIA 30309
(404) 885-8000
(Name, address, including zip code, and telephone number
including area code, of agent for service)
------------------------
The Commission is requested to send copies of all communications to:
SIDNEY J. NURKIN, ESQ.
JOEL J. HUGHEY, ESQ.
ALSTON & BIRD
1201 W. PEACHTREE STREET
ATLANTA, GEORGIA 30309-3424
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]______
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] ______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================
<S> <C> <C> <C> <C>
Title of Each Class of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be Registered to be Registered Offering Price Aggregate Registration Fee
Per Unit Offering Price
- ------------------------------------------------------------------------------------------------------------------
Common Stock, $2.50 par 30,296 shares $40.375/(1)/ $1,223,201/(1)/ $422
value per share
==================================================================================================================
</TABLE>
(1) Estimated solely for purposes of determining the registration fee. This
amount, calculated pursuant to Rule 457(c), was based on the average of the
high and low prices of the Registrant's Common Stock on September 22, 1995,
as reported on the New York Stock Exchange.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
+------------------------------------------------------------------------------+
| Information contained herein is subject to completion or amendment. A |
| registration statement relating to these securities has been filed with the |
| Securities and Exchange Commission. These securities may not be sold nor may |
| offers to buy be accepted prior to the time the registration statement |
| becomes effective. This prospectus shall not constitute an offer to sell or |
| the solicitation of an offer to buy nor shall there be any sale of these |
| securities in any State in which such offer, solicitation or sale would be |
| unlawful prior to registration or qualification under the securities laws |
| of any such State. |
+------------------------------------------------------------------------------+
SUBJECT TO COMPLETION, SEPTEMBER 28, 1995
PROSPECTUS
30,296 SHARES
EQUIFAX INC.
COMMON STOCK
This prospectus relates to 30,296 shares (the "Shares") of common
-----------------------------------------------------------------
stock, $2.50 par value per share (the "Common Stock"), of Equifax Inc., a
-------------------------------------------------------------------------
Georgia corporation (the "Company"). All of these Shares were acquired by
-------------------------------------------------------------------------
certain shareholders (the "Selling Shareholders") from the Company on June
--------------------------------------------------------------------------
30, 1995 in connection with the prior acquisition by the Company of
-------------------------------------------------------------------
Electronic Tabulating Service, Inc., a Georgia corporation ("ETS"), a
---------------------------------------------------------------------
corporation previously owned by the Selling Shareholders. See "Selling
-----------------------------------------------------------------------
Shareholders" below. The Selling Shareholders may be deemed to be
------------------------------------------------------------------
"underwriters" within the meaning of the Securities Act of 1933, as amended
---------------------------------------------------------------------------
(the "Securities Act"). See "Sale of Shares" below.
----------------------------------------------------
All or a portion of the Shares may be offered by the Selling
------------------------------------------------------------
Shareholders from time to time (i) in transactions (which may include block
---------------------------------------------------------------------------
transactions) on the New York Stock Exchange, (ii) in negotiated
-----------------------------------------------------------
transactions, or (iii) a combination of such methods of sale, at fixed
----------------------------------------------------------------------
prices, which may be changed, at market prices prevailing at the time of
------------------------------------------------------------------------
sale, at prices related to such prevailing market prices, or at negotiated
--------------------------------------------------------------------------
prices. The Selling Shareholders may effect such transactions by selling
-------------------------------------------------------------------------
the Shares to or through broker-dealers, and such broker-dealers may
--------------------------------------------------------------------
receive compensation in the form of discounts, concessions or commissions
-------------------------------------------------------------------------
from the Selling Shareholders and/or the purchasers of the Shares for whom
--------------------------------------------------------------------------
such broker-dealers may act as agents or to whom they sell as principals,
-------------------------------------------------------------------------
or both (which compensation as to a particular broker-dealer might be in
------------------------------------------------------------------------
excess of customary compensation). See "Selling Shareholders" and "Sale of
---------------------------------------------------------------------------
Shares" below.
--------------
None of the proceeds from the sale of the Shares by the Selling
---------------------------------------------------------------
Shareholders will be received by the Company. The Company has agreed to
------------------------------------------------------------------------
bear all expenses in connection with the registration of the Shares being
-------------------------------------------------------------------------
offered by the Selling Shareholders. The Company also has agreed to
--------------------------------------------------------------------
indemnify the Selling Shareholders against certain liabilities, including
-------------------------------------------------------------------------
liabilities under the Securities Act.
-------------------------------------
The shares of Common Stock of the Company are traded on the New York
--------------------------------------------------------------------
Stock Exchange under the symbol EFX. On September 26, 1995, the last
---------------------------------------------------------------------
sales price for the shares of Common Stock as reported on the New York
----------------------------------------------------------------------
Stock Exchange composite tape was $40.00 per share.
---------------------------------------------------
--------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September __, 1995
<PAGE>
AVAILABLE INFORMATION
Equifax Inc. (the "Company") has filed a Registration Statement on
Form S-3 (together with all amendments and exhibits filed or to be filed in
connection therewith, the "Registration Statement") under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the common
stock offered hereby. This Prospectus does not contain all the information
set forth in the Registration Statement, certain parts of which are omitted
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"). Statements contained herein concerning the
provisions of documents are necessarily summaries of such documents, and
each statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information
can be inspected and copied at the public reference facilities maintained
by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549; and at the Commission's Regional Offices located at 7 World Trade
Center, Suite 1300, New York, New York 10048 and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such materials can also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The common
stock of the Company, $2.50 par value per share (the "Common Stock"), is
listed on the New York Stock Exchange (the "NYSE") under the symbol "EFX,"
and such reports, proxy statements and other information concerning the
Company are available for inspection at the office of the NYSE, 20 Broad
Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company (File
No. 1-6605) are hereby incorporated by reference into this Prospectus:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1994;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995; and
(3) The description of the Company's Common Stock contained in its
Registration Statement on Form 10 under the Exchange Act, dated
December 31, 1964, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the offering
registered hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of the filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein (or in any subsequently filed document that also is or is
deemed to be incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus. All information appearing in this Prospectus is qualified in
its entirety by information and financial statements (including notes
thereto) appearing in the documents incorporated by reference herein,
except to the extent set forth in the immediately preceding statement.
2
<PAGE>
The Company will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, including any beneficial owner, upon
written or oral request of such person, a copy of any or all of the
documents incorporated by reference herein (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference
into the information that the Prospectus incorporates). Requests should be
directed to Thomas H. Magis, Esq., Corporate Vice President, Secretary and
General Counsel, Equifax Inc., 1600 Peachtree Street, N.W., Atlanta,
Georgia 30309, telephone number (404) 885-8000.
THE COMPANY
The Company is a leading provider of information and decision support
services to facilitate consumer-initiated financial and insurance
transactions. The Company provides a broad range of decision support and
administrative services to over 60,000 customers throughout the United
States, Canada and the United Kingdom through four principal business
segments: credit information services; payment services; insurance
information services; and general business services.
The Company was incorporated under the laws of the State of Georgia in
1913 and is the successor to a business established in 1899. The address
and telephone number of its principal executive offices are 1600 Peachtree
Street, N.W., Atlanta, Georgia 30309, telephone number (404) 885-8000.
SELLING SHAREHOLDERS
THE SELLING SHAREHOLDERS.
The Company issued 355,666 shares of Common Stock to the Selling
Shareholders on September 15, 1994 (the "Initial Shares"), pursuant to the
terms of an Agreement and Plan of Merger (the "ETS Merger Agreement") dated
September 15, 1994, by and among the Company, ETS Merger Corp., a Georgia
corporation and wholly-owned subsidiary of the Company ("Merger Corp."),
ETS, and the former shareholders of ETS, under which the Company acquired
ETS through a merger between Merger Corp. and ETS. The Company issued the
30,296 Shares offered hereby on June 30, 1995 as the first additional stock
consideration due pursuant to the terms of the Merger Agreement. In
connection with the acquisition, the Company entered into a Registration
Rights Agreement (the "ETS Registration Agreement"), dated September 15,
1994, with the Selling Shareholders pursuant to which it agreed to file a
registration statement with the Commission to register the Shares held by
the Selling Shareholders for resale by the Selling Shareholders. The
Registration Statement of which this Prospectus is a part was filed with
the Commission pursuant to the ETS Registration Agreement. The Company
filed a registration statement on Form S-3 with respect to the Initial
Shares (the "Initial Registration Statement") on November 4, 1994 pursuant
to the Registration Agreement.
The following table sets forth (i) the name of each of the Selling
Shareholders, (ii) the number of shares of Common Stock beneficially owned
by each Selling Shareholder prior to the offering and being offered hereby,
and (iii) the number of shares of Common Stock beneficially owned by each
Selling Shareholder after completion of the offering.
3
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Selling Shareholder Owned Prior to Shares Being Owned After
- ------------------- -------------- ------------ -----------
Offering(1) Offered Offering(1)
----------- ------- -----------
<S> <C> <C> <C>
Robert E. Werder 210,157 (2) 16,763 (3) 193,394
Jane E. Kreinest, as 109,871 9,805 100,066
executrix of the
Estate of Richard C.
Kreinest
Lester C. Werder 32,155 2,113 30,042
Karen Werder Vohman 11,235 (2) 702 (3) 10,533
Violet C. Owen 10,829 592 10,237
J. R. Hamm 2,016 316 1,700
Richard A. Smith 2,270 182 2,088
Gwendolyn S. Calloway 1,140 140 1,000
Annie Jo Richardson 1,140 140 1,000
Sheri L. Brown 105 105 0
Broward D. Adams 1,309 105 1,204
Barbara Williams 436 35 401
---------- --------- ---------
</TABLE>
(1) Assumes that all of the Shares held by the Selling Shareholders and
being offered hereby are sold, that all of the Initial Shares
registered pursuant to the Initial Registration Statement and held as
of September 18, 1995 are not sold and that the Selling Shareholders
acquire no additional shares of Common Stock prior to completion of
this offering. Each Selling Shareholder beneficially owns less than
1% of the total number of shares of Common Stock outstanding.
(2) Includes 11,235 shares of Common Stock held by Robert E. Werder and
Karen Werder Vohman as trustees of a trust.
(3) Includes 702 shares of Common Stock held by Robert E. Werder and Karen
Werder Vohman as trustees of a trust.
Mr. Robert E. Werder served as Chairman, Chief Executive Officer and a
member of the Board of Directors of ETS prior to the Company's acquisition
of ETS.
Mr. Richard C. Kreinest served as President, Chief Operating Officer
and a member of the Board of Directors of ETS prior to the Company's
acquisition of ETS.
Mr. Lester C. Werder served as a member of the Board of Directors of
ETS prior to the Company's acquisition of ETS, and Mr. J.R. Hamm served as
Secretary and Treasurer of ETS prior to such acquisition.
SALE OF SHARES
The sale of the Shares by the Selling Shareholders may be effected
from time to time (i) in transactions (which may include block sales) on
the New York Stock Exchange, (ii) in negotiated transactions, or (iii)
through a combination of such methods of sale, at fixed prices, which may
be changed, at market prices prevailing at the time of sale, at prices
4
<PAGE>
related to such prevailing market prices, or at negotiated prices. The
Selling Shareholders may effect such transactions by selling the Shares to
or through broker-dealers, and such broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the Selling
Shareholders and/or the purchasers of the Shares for which such broker-
dealers may act as agents or to whom they sell as principals, or both
(which compensation as to a particular broker-dealer may be in excess of
customary compensation).
The Selling Shareholders and any broker-dealers who act in connection
with the sale of the Shares hereunder may be deemed to be "underwriters"
within the meaning of Section 2(l1) of the Securities Act, and any
commissions received by them and profit on any resale of the Shares as
principals might be deemed to be underwriting discounts and commissions
under the Securities Act. The Company has agreed to indemnify the Selling
Shareholders against certain liabilities, including liabilities under the
Securities Act as underwriters or otherwise.
The Company has agreed, among other things, to bear all expenses in
connection with the registration of the Shares being offered by the Selling
Shareholders.
In recognition of the fact that the Selling Shareholders, even though
acquiring the Shares with no view towards distribution, may wish to be
legally permitted to sell all or a portion of their Shares when they deem
appropriate, the Company has filed with the Commission a Registration
Statement on Form S-3 under the Securities Act with respect to the resale
of the Shares from time to time on the New York Stock Exchange or in
negotiated transactions, and has agreed to prepare and file such amendments
and supplements to the Registration Statement as may be necessary to keep
the Registration Statement effective until all the Shares offered hereby
have been sold pursuant thereto or until such Shares are no longer, by
reason of Rule 144(k) under the Securities Act or any other rule of similar
affect, required to be registered for the sale thereof by the Selling
Shareholders. This Prospectus forms a part of such Registration Statement.
LEGAL OPINIONS
A legal opinion to the effect that the Shares offered hereby by the
Selling Shareholders are validly issued, fully paid and non-assessable has
been rendered by Alston & Bird, Atlanta, Georgia, counsel to the Company in
connection with the Company's acquisition of ETS.
EXPERTS
The consolidated financial statements and financial statement
schedules included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1994, incorporated by reference in this Prospectus, have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated
herein by reference in reliance upon the authority of said firm as experts
in accounting and auditing in giving said reports.
5
<PAGE>
==================================== =========================================
<TABLE>
<S> <C>
No dealer, salesperson or any other
person has been authorized to give
any information or to make any
representations other than those
contained in this Prospectus, and, if
given or made, such information or
representation must not be relied
upon as having been authorized by the
Company or the Selling Stockholders.
This Prospectus does not constitute
an offer to sell, or a solicitation
of an offer to buy, to any person in
any jurisdiction in which such offer
to sell or solicitation is not 30,296 SHARES
authorized, or in which the person
making such offer or solicitation is
not qualified to do so, or to any
person to whom it is unlawful to make
such offer or solicitation. Neither EQUIFAX INC.
the delivery of this Prospectus nor
any sale made hereunder shall, under
any circumstances, create any COMMON STOCK
implication that the information
contained herein is correct as of any
time subsequent to the date hereof.
-------------------
TABLE OF CONTENTS
PAGE
----
AVAILABLE INFORMATION........ 2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE..... 2
THE COMPANY.................. 3
SELLING SHAREHOLDERS......... 3
SALE OF SHARES............... 4
LEGAL OPINIONS............... 5
EXPERTS...................... 5
-------------------
P R O S P E C T U S
SEPTEMBER , 1995
---
------------------- -------------------
==================================== =========================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Registration fee to Securities and Exchange Commission $ 422
Accounting fees and expenses $ 2,000
-----------
Legal fees and expenses $ 10,000
-----------
Miscellaneous expenses $ 578
-----------
Total $ 13,000
===========
The foregoing items, except for the registration fee to the Securities
and Exchange Commission, are estimated.
The Company has agreed to bear all expenses in connection with the
registration of the Shares being offered by the Selling Shareholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Georgia Business Corporation Code permits, and the Company's
Bylaws require, the Company to indemnify any person who was or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (which could include actions, suits or
proceedings under the Securities Act of 1933, as amended (the "Securities
Act")), whether civil, criminal, administrative, or investigative (other
than an action brought by or on behalf of the Company) by reason of the
fact that such person is or was a director or officer of the Company or is
or was serving at the request of the Company as a director or officer of
another corporation, partnership, joint venture, trust, or other
enterprise, against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding if such
person acted in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
With regard to actions or suits by or in the right of the Company,
indemnification is limited to reasonable expenses incurred in connection
with the proceeding and generally is not available in connection with such
a proceeding in which such person was adjudged liable to the Company.
In addition, the Company carries insurance on behalf of directors and
officers that may cover liabilities under the Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed as part of this Registration
Statement:
Exhibit No. Description
4(a) See Articles 6, 7, 8, 10, 12, 13, 14 and 17 of the Articles of
Incorporation of the Company (Incorporated herein by reference to
Exhibit 3 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1992 (File No. 1-6605)).
II-1
<PAGE>
4(b) See Article I of the Bylaws of the Company (Incorporated herein
by reference to Exhibit 3 in the Company's Form 10-K for the year
ended December 31, 1992 (File No. 1-6605)).
5 Opinion of Alston & Bird as to legality of the securities being
offered by the Selling Shareholders.
15 Letter regarding unaudited interim financial information
from Arthur Andersen LLP.
23(a) Consent of Alston & Bird (included in their opinion filed as
Exhibit 5).
23(b) Consent of Arthur Andersen LLP.
24 Power of Attorney (included as part of signature pages to
this Registration Statement).
99 Registration Rights Agreement, dated September 15, 1994, among
the Company and the Selling Shareholders (Incorporated herein by
reference to Exhibit 99 in the Company's Registration Statement
on Form S-3 filed on November 4, 1994 (Reg. No. 33-86018)).
ITEM 17. UNDERTAKINGS.
(a) The Undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
--------- --------
Section do not apply if the Registration Statement is on Form S-3,
Form S-8 or Form F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
II-2
<PAGE>
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
---- ----
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any
financial statements required by Rule 3-19 of this chapter at the
start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section
10(a)(3) of the Securities Act need not be furnished, provided, that
the registrant includes in the prospectus, by means of a post-
effective amendment, the financial statements required pursuant to
this paragraph (a)(4) and other information necessary to insure that
all other information in the prospectus is at least as current as the
date of those financial statements. Notwithstanding the foregoing,
with respect to Registration Statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Securities Act or Rule
3-19 of this Chapter if such financial statements and information are
contained in periodic reports filed with or furnished with the
Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the Form F-3.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such
securities at that time shall be deemed the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
(i) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the
time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on
September 26, 1995.
EQUIFAX INC.
By: /s/ C. B. Rogers, Jr.
-------------------------------
Name: C. B. Rogers, Jr.
Title: Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints C.B. Rogers, Jr., Donald U. Hallman and Thomas H. Magis, and each
of them, as his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution in each of them, for him or
her and in his or her name, place and stead, and in any and all capacities,
to sign any and all amendments (including post-effective amendments) to
this Registration Statement on Form S-3 of Equifax Inc., and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on the 26th day of September, 1995.
Signature Title
--------- -----
/s/ C. B. Rogers, Jr. Chairman of the Board and
----------------------- Chief Executive
C. B. Rogers, Jr. Officer (Principal
Executive Officer)
/s/ Donald U. Hallman Senior Vice President and
----------------------- Chief Financial
Donald U. Hallman Officer (Principal Financial
Officer)
/s/ Philip J. Mazzilli Vice President and
----------------------- Corporate Controller
Philip J. Mazzilli (Principal Accounting
Officer)
/s/ D. W. McGlaughlin President, Chief Operating
----------------------- Officer and Director
D. W. McGlaughlin
Executive Vice President
----------------------- and Director
T. F. Chapman
[signatures continued on following page]
II-4
<PAGE>
/s/ J. C. Chartrand Executive Vice President
--------------------------- and Director
J. C. Chartrand
/s/ Lee A. Ault, III Director
---------------------------
Lee A. Ault, III
/s/ Ron D. Barbaro Director
---------------------------
Ron D. Barbaro
/s/ John L. Clendenin Director
---------------------------
John L. Clendenin
Director
---------------------------
A.W. Dahlberg
/s/ L. Phillip Humann Director
---------------------------
L. Phillip Humann
Director
---------------------------
Tinsley H. Irvin
/s/ Larry L. Prince Director
---------------------------
Larry L. Prince
Director
---------------------------
D. Raymond Riddle
/s/ Betty L. Siegel, Ph.D. Director
---------------------------
Betty L. Siegel, Ph.D.
Director
---------------------------
L. W. Sullivan, M.D.
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
------------ -----------
<C> <S>
4(a) See Articles 6, 7, 8, 10, 12, 13, 14 and 17 of the
Articles of Incorporation of the Company
(Incorporated herein by reference to Exhibit 3 to
the Company's Annual Report on Form 10-K for
the year ended December 31, 1992 (File No.
1-6605)).
4(b) See Article I of the Bylaws of the Company
(Incorporated herein by reference to Exhibit 3 in
the Company's Form 10-K for the year ended
December 31, 1992 (File No. 1-6605)).
5 Opinion of Alston & Bird as to legality of the
securities being offered by the Selling
Shareholders.
15 Letter regarding unaudited interim financial
information from Arthur Andersen LLP.
23(a) Consent of Alston & Bird (included in their opinion
filed as Exhibit 5).
23(b) Consent of Arthur Andersen LLP.
24 Power of Attorney (included as part of signature
pages to this Registration Statement).
99 Registration Rights Agreement, dated
September 15, 1994, among the Company and the
ETS Selling Shareholders (incorporated herein by
reference to Exhibit 99 in the Company's
Registration Statement on Form S-3 filed on
November 4, 1994 (Reg. No. 33-86018)).
</TABLE>
<PAGE>
EXHIBIT 5
[LETTERHEAD OF ALSTON & BIRD APPEARS HERE]
September 26, 1995
Equifax Inc.
1600 Peachtree Street, N.W.
Atlanta, Georgia 30309
Re: Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have served as counsel for Equifax Inc., a Georgia corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-3 to be filed
by the Company with the Securities and Exchange Commission (the "Registration
Statement"), of an aggregate of 30,296 shares (the "Shares") of the Company's
common stock $2.50 par value, to be sold by certain selling shareholders named
in the Registration Statement.
In the capacity described above, we have considered such matters of law and
of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records, certificates and
other documents, as in our judgment are necessary or appropriate to render the
opinions hereinafter set forth.
Based upon and subject to the foregoing, it is our opinion that the Shares
have been duly authorized and validly issued, fully paid and non-assessable
under the laws of the State of Georgia as in effect on this date.
We hereby consent to the reference to our Firm under the heading "Legal
Opinion" in the Prospectus contained in the Registration Statement and to the
filing of this Opinion as an exhibit to the Registration Statement.
Very truly yours,
ALSTON & BIRD
By: /s/ Teri McMahon
-------------------------------------
Teri McMahon
<PAGE>
EXHIBIT 15
[LETTERHEAD OF ARTHUR ANDERSEN LLP APPEARS HERE]
To Equifax Inc.:
We are aware that Equifax Inc. has incorporated by reference in this
Registration Statement on Form S-3 (related to the registration of shares of
common stock in connection with the acquisition of Electronic Tabulating
Services, Inc.) its Form 10-Qs for the quarters ended March 31, 1995 and June
30, 1995 which include our reports dated May 11, 1995 and August 11, 1995,
covering the unaudited interim financial information contained therein. Pursuant
to Regulation C of the Securities Act of 1933 (the "Act"), those reports are
not considered a part of the Registration Statement prepared or certified by our
firm or reports prepared or certified by our firm within the meaning of Sections
7 and 11 of the Act.
/s/ Arthur Andersen LLP
Atlanta, Georgia
September 26, 1995
<PAGE>
EXHIBIT 23(b)
[LETTERHEAD OF ARTHUR ANDERSEN LLP APPEARS HERE]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 (related to the
registration of shares of common stock in connection with the acquisition of
Electronic Tabulating Services, Inc.) of our report dated February 17, 1995
incorporated by reference in Equifax Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1994.
/s/ Arthur Andersen LLP
Atlanta, Georgia
September 26, 1995
