<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 1996
REGISTRATION NO. 33-63001
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
AMENDMENT NO. 2
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
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. [_] ____
------------------------
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.
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<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, MAY 24, 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 May 22, 1996, the last sales price for the
shares of Common Stock as reported on the New York Stock Exchange composite tape
was $26.25 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 May __, 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, 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 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
(4) The Rights Plan 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
<PAGE>
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 five principal business segments: credit services;
payment services; international operations; insurance services; 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.
-2-
<PAGE>
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
Selling Owned Prior to Shares Being Owned After
Selling Shareholder Offering/(1)(2)/ Offered Offering/(2)/
- --------------------- ---------------- ------------- --------------
<S> <C> <C> <C>
Robert E. Werder 420,314/(2)/ 33,526/(3)/ 386,788
Jane E. Kreinest, as 219,742 19,610 200,132
executor of the Estate of
Richard C. Kreinest /(5)/
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 April 1, 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 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
-3-
<PAGE>
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.
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 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.
-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 60,592 SHARES
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 EQUIFAX INC.
PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION.
COMMON STOCK
___________________
TABLE OF CONTENTS
PAGE
----
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
--------------------
P R O S P E C T U S
MAY __, 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, 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.
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.
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 May 24, 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 24 day of May, 1996.
Signature Title
--------- -----
* Chairman of the Board
- ---------------------------
C.B. Rogers, Jr.
/s/ Daniel W. McGlaughin President and Chief Executive
- --------------------------- Officer (Principal Executive
Daniel W. McGlaughin Officer) and Director
* Senior Vice President and Chief
- --------------------------- Financial Officer (Principal
Donald U. Hallman Financial Officer)
* Vice President and Corporate
- --------------------------- Controller (Principal Accounting
Philip J. Mazzilli Officer)
Executive Vice President and
- --------------------------- Director
T. F. Chapman
Executive Vice President and
- --------------------------- Director
Derek V. Smith
* Director
- ---------------------------
Lee A. Ault, III
* Director
- ---------------------------
Ron D. Barbaro
* Director
- ---------------------------
John L. Clendenin
Director
- ---------------------------
A. W. Dahlberg
Director
- ---------------------------
Robert P. Forrestal
* Director
- ---------------------------
L. Phillip Humann
II-5
<PAGE>
Director
- ---------------------------
Tinsley H. Irvin
* 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.
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.
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>
Exhibit 15
To Equifax Inc.:
We are aware that Equifax Inc. has incorporated by reference in this Amendment
No. 2 to the Registration Statement on Form S-3 its Form 10-Q for the quarter
ended March 31, 1996, which includes our report dated May 13, 1996, covering the
unaudited interim financial information contained therein. Pursuant to
Regulation C of the Securities Act of 1933 (the "Act"), that report is 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
May 24, 1996
<PAGE>
Exhibit 23 (b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Amendment No. 2 to the 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
May 24, 1996
