<PAGE>
As filed with the Securities and Exchange Commission on April 8, 1996
Registration No. 33-63001
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
Amendment No. 1
To
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 of (I.R.S. Employer Identification No.)
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. [_] ______
________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Title of Each Class of Securities Amount Proposed Maximum Proposed Maximum
to be Registered to be Registered Offering Price Aggregate Amount of
Per Unit Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.25 par value per share 60,592 shares/(1)/ $20.125/(2)/ $1,219,414/(2)/ $422/(3)/
=============================================================================================================================
</TABLE>
(1) Adjusted to reflect a two-for-one stock split declared after the initial
filing.
(2) 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 April 3, 1996, as
reported on the New York Stock Exchange.
(3) Previously paid.
_________________________
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, APRIL 8, 1996
PROSPECTUS
60,592 Shares
EQUIFAX INC.
Common Stock
This prospectus relates to 60,592 shares (all share amounts contained
herein give effect to a two-for-one stock split effective November 24,
1995) (the "Shares") of common stock, $1.25 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 April 3, 1996, the last sales
price for the shares of Common Stock as reported on the New York Stock
Exchange composite tape was $20.125 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 April __, 1996
<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, $1.25 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, 1995;
(2) 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; and
(3) The description of the rights to purchase Common Stock contained in
the Company's Registration Statement on Form 8-A under the Exchange
Act, dated November 2, 1995, including any amendments thereto.
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.
<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 North and South
America and Europe through five principal business segments: credit
services; payment services; insurance services; international operations;
and general information 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 711,332 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
60,592 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.
<TABLE>
<CAPTION>
Shares Beneficially
Owned Prior to Shares Beneficially
Selling Shareholder Offering/(1)(2)/ Shares Being Offered Owned After Offering/(2)/
--------------------- -------- ---------------------- --------------------
<S> <C> <C> <C>
Robert E. Werder 420,314/(2)/ 33,526/(3)/ 386,788
</TABLE>
-2-
<PAGE>
<TABLE>
<S> <C> <C> <C>
Jane E. Kreinest, as 219,742/(5)/ 19,610 200,132
executor of the
Estate of Richard C.
Kreinest
Lester C. Werder 64,310 4,226 60,084
Karen Werder Vohman 22,470/(3)/ 1,404/(4)/ 21,066
Violet C. Owen 21,658 1,184 20,474
J. R. Hamm 632 632 0
Richard A. Smith 3,375 364 3,011
Gwendolyn S. Calloway 2,280 280 2,000
Annie Jo Richardson 2,080 280 1,800
Sheri L. Brown 210 210 0
Broward D. Adams 2,723 210 2,513
Barbara Williams 872 70 802
--- -- ---
TOTAL 60,592
</TABLE>
(1) All share ownership information was provided to the Company by the
Selling Shareholders.
(2) 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.
(3) Includes 22,470 shares of Common Stock held by Robert E. Werder and
Karen Werder Vohman as trustees of a trust.
(4) Includes 1,404 shares of Common Stock held by Robert E. Werder and
Karen Werder Vohman as trustees of a trust.
(5) Includes 995 shares of Common Stock held by Mrs. Kreinest's children.
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. 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 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
-3-
<PAGE>
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 included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995 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.
-4-
<PAGE>
================================================================================
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 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.
----------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information................................ 1
Incorporation of Certain
Documents by Reference........................... 1
The Company.......................................... 2
Selling Shareholders................................. 2
Sale of Shares....................................... 3
Legal Opinions....................................... 4
Experts.............................................. 4
</TABLE>
60,592 Shares
EQUIFAX INC.
Common Stock
---------------------
P R O S P E C T U S
April __, 1996
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
<CAPTION>
<S> <C>
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
=======
</TABLE>
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, 1995 (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)).
4(c) Loan Agreement (Incorporated herein by reference to Exhibit 4.1
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-6605)).
4(d) Portion of Prospectus and Trust Indenture (Incorporated herein by
reference to the Company's Registration Statement on Form S-3
filed on June 17, 1993 (Reg. No. 33-62820)).
4(e) Rights Agreement (Incorporated herein by reference to Exhibit 99
to the Company's Form 8-A filed on November 2, 1995
(File No. 1-6605)).
5.* Opinion of Alston & Bird as to legality of the securities being
offered by the Selling Shareholders.
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 .
99(a) Registration Rights Agreement, dated September 15, 1994, among
the Company and the Selling Shareholders (Incorporated herein by
reference to Exhibit 99.(a) in the Company's Registration
Statement on Form S-3 filed on November 4, 1994
(Reg. No. 33-86018)).
* Previously filed.
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 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement.
II-2
<PAGE>
(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
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 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:
II-3
<PAGE>
(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-4
<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 April 6, 1996.
EQUIFAX INC.
By: /s/ Daniel W. McGlaughin
------------------------
Name: Daniel W. McGlaughin
Title: President and Chief Executive
Officer
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 6th day of April, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
*
- --------------------------- Chairman of The Board
C.B. Rogers, Jr.
/s/ Daniel W. McGlaughin
- --------------------------- President and Chief Executive Officer (Principal
Daniel W. McGlaughin Executive Officer) and Director
*
- --------------------------- Senior Vice President and Chief Financial
Donald U. Hallman Officer (Principal Financial Officer)
*
- --------------------------- Vice President and Corporate Controller
Philip J. Mazzilli (Principal Accounting Officer)
- --------------------------- Executive Vice President and Director
T. F. Chapman
*
- --------------------------- Executive Vice President and Director
J. C. Chartrand
*
- --------------------------- Director
Lee A. Ault, III
*
- --------------------------- Director
Ron D. Barbaro
*
- --------------------------- Director
John L. Clendenin
- --------------------------- Director
A. W. Dahlberg
*
- --------------------------- Director
L. Phillip Humann
- --------------------------- Director
Tinsley H. Irvin
</TABLE>
II-5
<PAGE>
*
- --------------------------- Director
Larry L. Prince
- --------------------------- Director
D. Raymond Riddle
*
- --------------------------- Director
Betty L. Siegel, Ph.D.
- --------------------------- Director
L. W. Sullivan, M.D.
* By: /s/ Thomas H. Magis
---------------------
Thomas H. Magis
Attorney-in-Fact
II-6
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
------------ ----------- -------------
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, 1995 (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, 1995 (File No. 1-6605)).
4(c) Loan Agreement (Incorporated herein by reference to
Exhibit 4.1 to the Company's Annual Report on Form
10-K for the year ended December 31, 1995
(File No. 1-6605)).
4(d) Portion of Prospectus and Trust Indenture
(Incorporated herein by reference to the
Company's Registration Statement on Form S-3
filed on June 17, 1993 (Reg. No. 33-62820)).
4(e) Rights Agreement (Incorporated herein by reference
to Exhibit 99 to the Company's Form 8-A filed on
November 2, 1995 (File No. 1-6605)).
5* Opinion of Alston & Bird as to legality of the
securities being offered by the Selling Shareholders.
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.
99. Registration Rights Agreement, dated
September 15, 1994, among the Company and the
ETS Selling Shareholders (incorporated herein by
reference to Exhibit 99.(a) in the Company's
Registration Statement on Form S-3 filed on
November 4, 1994 (Reg. No. 33-86018)).
___________________________
* Previously filed.
<PAGE>
ARTHUR ANDERSEN LLP
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 of our report dated
February 16, 1996 included in Equifax Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1995.
/s/ Arthur Andersen LLP
Atlanta, Georgia
April 4, 1996
