<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 1996
REGISTRATION NO. 333-
===============================================================================
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 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.
SCOTT D. DICKINSON, 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>
====================================================================================================================================
PROPOSED PROPOSED
TITLE OF SHARES AMOUNT TO BE MAXIMUM AGGREGATE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE OFFERING PRICE REGISTRATION FEE
====================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $1.25 par value
per share 38,088 shares $26.375/(1)/ $1,004,571/(1)/ $347
====================================================================================================================================
</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 24,
1996, 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 - DATED SEPTEMBER ___, 1996
PROSPECTUS
38,088 SHARES
EQUIFAX INC.
COMMON STOCK
This prospectus relates to 38,088 shares (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 July
1, 1996 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 24, 1996, the last sales
price for the shares of Common Stock as reported on the New York Stock
Exchange composite tape was $26.375 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 __, 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 Commission
maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants such as the Company,
that file electronically with the Commission. Such reports, proxy and
information statements and other information may be found at the
Commission's site address: http://www.sec.gov. The common stock of the
Company, $1.25 par value per share (the "Common Stock"), is listed on the
New York Stock Exchange, Inc. (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, as amended by Form 10-K/A filed April 4, 1996;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996, as amended by Form 10-Q/A filed September 23, 1996;
(4) The description of the Company's Common Stock contained in its
Registration Statement on Form 10, dated December 31, 1964, including
any amendment or report filed for the purpose of updating such
description; and
(5) The description of the Common Stock Purchase Rights 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.
-2-
<PAGE>
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.
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 services; payment services; insurance services; and
healthcare 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 an
additional 60,592 shares of Common Stock (the "First Additional Shares") on
June 30, 1995 as the first additional stock consideration due pursuant to
the terms of the Merger Agreement. The Company issued the 38,088 Shares
offered hereby on July 1, 1996 as the second 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")
-3-
<PAGE>
on November 4, 1994 and a registration statement on Form S-3
with respect to the First Additional Shares (the "Additional Registration
Statement") on September 28, 1995 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 Shares
Beneficially Beneficially
Owned Prior to Shares Owned After
Selling Shareholder Offering/(1)(2)/ Being Offered Offering/(2)/
------------------- ---------------- ------------- -------------
<S> <C> <C> <C>
Robert E. Werder 420,314/(2)(3)/ 21,074/(4)/ 399,240
Jane E. Kreinest, as 208,479 12,327 196,152
executor of the
Estate of Richard C.
Kreinest /(5)/
Lester C. Werder 66,964 2,656 64,308
Karen Werder Vohman 22,470/(3)/ 883/(4)/ 21,587
Violet C. Owen 22,403 745 21,658
J. R. Hamm 397 397 0
Richard A. Smith 2,391 229 2,162
Gwendolyn S. Calloway 1,106 176 930
Annie Jo Richardson 940 176 764
Sheri L. Brown 132 132 0
Broward D. Adams 2,723 132 2,591
Barbara Williams 872 44 828
------- ------ -------
TOTAL 38,088
</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 27, 1996 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 883 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.
-4-
<PAGE>
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 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.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 300,000,000 shares
of Common Stock, par value $1.25 per share, and 10,000,000 shares of Preferred
Stock, par value $.01 per share. The following description of the capital stock
is qualified in all respects by reference to the Amended and Restated
Articles of Incorporation and Bylaws, as amended, of the Company, copies of
which are on file at the Company's principal executive offices.
COMMON STOCK
The holders of Common Stock, subject to such rights as may be granted to
the holders of Preferred Stock, elect all directors and are entitled to one vote
per share. All shares of Common Stock participate equally in dividends when, as
and if declared by the Board of Directors and share ratably, subject to the
rights and preferences of any Preferred Stock, in net assets on liquidation.
The shares of Common Stock outstanding prior to this offering are, and the
shares to be outstanding upon completion of this offering will be, duly
authorized, validly issued, fully paid and nonassessable. The shares of Common
Stock have no preference, conversion, exchange, preemptive or cumulative voting
rights.
-5-
<PAGE>
STOCK PURCHASE RIGHTS
The description of the Common Stock Purchase Rights is incorporated herein
by reference to the Company's Registration Statement on Form 8-A, dated November
2, 1995, including any amendments thereto.
PREFERRED STOCK
The Company is authorized to issue 10,000,000 shares of Preferred Stock,
par value $.01 per share, none of which is outstanding. Preferred Stock may be
issued from time to time by the Board of Directors of the Company, without
stockholder approval, in such series and with such voting powers, full or
limited, or no voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions, as may be fixed by the Board of Directors in the resolution
authorizing the issuance, provided however, that holders of Preferred Stock
shall not be entitled to more than the greater of (i) one vote per $100
liquidation value or (ii) one vote per share. The issuance of Preferred Stock by
the Board of Directors could adversely affect the rights of holders of shares of
Common Stock since Preferred Stock may be issued having preference with respect
to dividends and in liquidation over the Common Stock, and have voting rights,
contingent or otherwise, that could dilute the voting rights, net income per
share and net book value of the Common Stock. In addition, while the Board of
Directors has no current intention of doing so, the ability of the Board of
Directors to issue shares of Preferred Stock and to set the voting powers, full
or limited, or no voting powers, and such designations, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions, thereof without further stockholder action might
serve as an anti-takeover measure and, as such, help to perpetuate the incumbent
management of the Company or thwart a takeover attempt, notwithstanding the
desire of stockholders to change management or accept a takeover offer. As of
the date of this Prospectus, the Board of Directors has not authorized the
issuance of any shares of Preferred Stock, and the Company has no agreements,
arrangements or understandings with respect to the issuance of any shares of
Preferred Stock.
DIRECTORS AND CLASSES OF DIRECTORS
Pursuant to the Company's Articles of Incorportion, the Company's Board
of Directors is divided into three classes as nearly equal in number as the
total number of directors permits. Directors are elected to each class at
successive annual meetings to serve three year terms. Any newly created or
eliminated directorships resulting from an increase or decrease in the number of
authorized directors are divided equally among the three classes so as to
maintain such classes as nearly equal in number as possible, provided that in no
case shall a decrease in the number of directors for a class shorten the term of
an incumbent director.
-6-
<PAGE>
The above-referenced provisions with regard to the Company's Board of
Directors may have certain anti-takeover effects by preventing or delaying a
change in the membership of the Company's Board of Directors. Such provisions
are intended to encourage persons who may seek to acquire control of the Company
to initiate such an acquisition through negotiations with the Company's Board of
Directors. However, the effect of such provisions may be to discourage a third
party from making a partial tender offer or otherwise attempting to obtain a
substantial portion in the equity securities of, or seeking to obtain control
of, the Company. To the extent any potential acquirors are deterred by the
Company's Board of Directors, such provisions may have the effect of preserving
incumbent management in office.
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, as amended by Form
10-K/A filed April 4, 1996, incorporated by reference in this Prospectus, have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report 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 report.
-7-
<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 38,088 SHARES
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 EQUIFAX INC.
SUCH OFFER OR SOLICITATION.
COMMON STOCK
___________________
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION................. 2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE.............. 2
THE COMPANY........................... 3
SELLING SHAREHOLDERS.................. 3
SALE OF SHARES........................ 5
DESCRIPTION OF CAPITAL STOCK.......... 5
LEGAL OPINIONS........................ 7
EXPERTS............................... 7
___________________
P R O S P E C T U S
SEPTEMBER __, 1996
___________________ ___________________
======================================== =====================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Registration fee to Securities and Exchange Commission $ 347
Accounting fees and expenses
Legal fees and expenses 6,000
Miscellaneous expenses 600
Total
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 Amended and
Restated Articles of Incorporation of the Company (Incorporated
herein by reference to Exhibit "B" to the Company's definitive
Proxy Statement for the 1996 Annual Meeting of Shareholders,
filed March 27, 1996 (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(ii) in the Company's Form 10-K for the
year ended December 31, 1995, as amended by Form 10-K/A filed
April 4, 1996 (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, as amended by Form 10-K/A filed April 4, 1996
(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.
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 the signature page
hereto).
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)).
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 September ___, 1996.
EQUIFAX INC.
By: /s/ Daniel W. McGlaughin
-------------------------------------
Name: Daniel W. McGlaughin
Title: President and Chief Executive
Officer
Each person whose signature appears below constitutes and appoints Daniel
W. McGlaughin, 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 ___ day of September, 1996.
Signature Title
--------- -----
/s/ C.B. Rogers, Jr. Chairman of the Board
- ---------------------------
C.B. Rogers, Jr.
/s/ Daniel W. McGlaughin President and Chief Executive Officer (Principal
- --------------------------- Executive Officer) and Director
Daniel W. McGlaughin
/s/ Donald U. Hallman Senior Vice President and Chief Financial Officer
- --------------------------- (Principal Financial Officer)
Donald U. Hallman
/s/ Philip J. Mazzilli Vice President and Corporate Controller (Principal
- --------------------------- Accounting Officer)
Philip J. Mazzilli
/s/ Thomas F. Chapman Executive Vice President and Director
- ---------------------------
Thomas F. Chapman
Executive Vice President and Director
- ---------------------------
Derek V. Smith
Director
- ---------------------------
Lee A. Ault, III
II-5
<PAGE>
Director
- ---------------------------
Ron D. Barbaro
/s/ John L. Clendenin Director
- ---------------------------
John L. Clendenin
Director
- ---------------------------
A. W. Dahlberg
/s/ Robert P. Forrestal Director
- ---------------------------
Robert P. Forrestal
/s/ L. Phillip Humann Director
- ---------------------------
L. Phillip Humann
Director
- ---------------------------
Tinsley H. Irvin
/s/ Larry L. Prince Director
- ---------------------------
Larry L. Prince
/s/ D. Raymond Riddle Director
- ---------------------------
D. Raymond Riddle
Director
- ---------------------------
Betty L. Siegel, Ph.D.
Director
- ---------------------------
L. W. Sullivan, M.D.
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
<C> <S> <C>
4(a) See Articles 6, 7, 8, 10, 12, 13, 14 and 17 of the Amended and
Restated Articles of Incorporation of the Company (Incorporated
herein by reference to Exhibit "B" to the Company's definitive
Proxy Statement for the 1996 Annual Meeting of Shareholders,
filed March 27, 1996 (File No. 1-6605)).
4(b) See Article I of the Bylaws of the Company
(Incorporated herein by reference to Exhibit 3(ii) in
the Company's Form 10-K for the year ended
December 31, 1995, as amended by Form 10-K/A filed
April 4, 1996 (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,
as amended by Form 10-K/A filed April 4, 1996
(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.
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 the signature page hereto).
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)).
___________________________
</TABLE>
<PAGE>
[LETTERHEAD OF ALSTON & BIRD APPEARS HERE]
September 27, 1996
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 38,088 shares (the "Shares") of the Company's
common stock, $1.25 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 original 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 are 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 Lynn McMahon
----------------------------------
Teri Lynn McMahon
<PAGE>
[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 its Form 10-Q for the quarters ended March
31, 1996 and June 30, 1996, which includes our reports dated May 13, 1996 and
August 13, 1996, covering the unaudited interim financial information contained
therein. Pursuant to regulation C of the Securities Act of 1933 (the "Act"),
these reports are not considered a part of the Registration Statement prepared
or certified by our firm or a report prepared or certified by our firm within
the meaning of Sections 7 and 11 of the Act.
/s/ Arthur Andersen LLP
Atlanta, Georgia
September 27, 1996
<PAGE>
[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 to our report dated
February 16, 1996 included in Equifax Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1995, as amended on Form 10-K/A filed April 4, 1996.
/s/ Arthur Andersen LLP
Atlanta, Georgia
September 27, 1996
