<PAGE>
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-47599
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MARCH 18, 1998)
$150,000,000
LOGO
OF EQUIFAX APPEARS HERE
6.90% DEBENTURES DUE 2028
INTEREST PAYABLE JANUARY 1 AND JULY 1
Interest on the $150,000,000 6.90% Debentures Due 2028 (the "Debentures") of
Equifax Inc. (the "Company") will be payable semiannually on January 1 and
July 1 of each year, commencing January 1, 1999. The Debentures will mature on
July 1, 2028. The Debentures will be subject to redemption at the option of
the Company at the greater of (i) 100% of the principal amount thereof or (ii)
the sum of the present values of the remaining scheduled payments of principal
and interest on the Debentures from the redemption date to the maturity date
discounted to the redemption date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis
points, plus accrued interest thereon to the date of redemption. See
"Description of Debentures--Optional Redemption" herein. The Debentures will
not be subject to any sinking fund.
The Debentures will be represented by one or more global securities (each a
"Global Security") registered in the name of a nominee of The Depository Trust
Company (the "Depositary"). Beneficial interests in Global Securities will be
shown on, and transfers thereof will be effected only through, records
maintained by the Depositary and by its participants. Except as described
herein, owners of beneficial interests in the Debentures will not be entitled
to physical delivery of individual certificates for their Debentures in
definitive form. See "Description of Debt Securities -- Book-Entry Debt
Securities" in the accompanying Prospectus.
---------------
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 SUPPLEMENT OR THE PROSPECTUS TO
WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
UNDERWRITING PROCEEDS TO
PRICE TO PUBLIC(1) DISCOUNTS(2) COMPANY(1)(3)
- -------------------------------------------------------------------------------
Per Debenture........ 99.000% 0.875% 98.125%
- -------------------------------------------------------------------------------
Total................ $148,500,000 $1,312,500 $147,187,500
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from July 1, 1998 to date of delivery.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(3) Before deducting expenses payable by the Company estimated at $150,000.
---------------
The Debentures are offered severally by the Underwriters, as specified
herein, subject to receipt and acceptance by them and subject to their right
to reject any order in whole or in part and to certain other conditions. It is
expected that the Debentures will be ready for delivery in book-entry form
only through the book-entry facilities of The Depository Trust Company in New
York, New York on or about July 1, 1998 against payment therefor in
immediately available funds.
BEAR, STEARNS & CO. INC. BANCAMERICA ROBERTSON STEPHENS
CITICORP SECURITIES, INC.
FIRST CHICAGO CAPITAL MARKETS, INC.
NATIONSBANC MONTGOMERY SECURITIES LLC
The date of this Prospectus Supplement is June 26, 1998.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE DEBENTURES,
INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS AND THE
IMPOSITION OF PENALTY BIDS. SEE "UNDERWRITING."
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus Supplement, the accompanying Prospectus and the documents
incorporated herein by reference may contain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended
(the "Securities Act"), and Section 21E of the Securities Exchange Act of
1934, as amended. These statements may be identified by the use of forward-
looking words or phrases such as "believe," "expect," "anticipate," "should,"
"planned," "may," "estimated" and "potential." These forward-looking
statements reflect management's current expectations and are based upon
currently available data. The Private Securities Litigation Reform Act of 1995
provides a "safe harbor" for such forward-looking statements. In order to
comply with the terms of the safe harbor, the Company notes that a variety of
factors could cause actual results and experience to differ materially from
the anticipated results or other expectations expressed in such forward-
looking statements. The risks and uncertainties that, either individually or
in the aggregate, may affect the operations, performance, development and
results of the Company's business include, but are not limited to: a
significant change in the growth rate of the overall U.S. economy, such that
consumer spending and related consumer debt are materially impacted; a
material decline or change in the marketing techniques of credit card issuers;
unexpected pricing pressure above and beyond the levels experienced in the
last several years; a significant reversal of the trend toward credit card use
increasing as a percentage of total consumer expenditures; the Company's
realization of cost control and synergies from integration of acquisitions at
levels lower than expected; risks associated with investments and operations
in foreign countries, including regulatory environments, exchange rate
fluctuations and local political, social and economic factors; the extent to
which the Company can continue its successful development and marketing of new
products and services to existing and new industries; material changes in
regulatory environments; the Company incurring higher than expected costs to
achieve, or not achieving, "year 2000" readiness, or the failure of Company
vendors or customers to timely achieve "year 2000" readiness in a manner that
has a material adverse impact on the business, operations or financial results
of the Company; a drastic negative change in market conditions; or other
unforeseen difficulties. Potential investors are cautioned that the foregoing
or other events or circumstances could cause the Company's actual performance
and financial results in future periods to differ materially from those
expressed in the forward-looking statements.
S-2
<PAGE>
THE COMPANY
The Company is a leading worldwide provider of information and transaction
processing and decision support tools and services to facilitate consumer and
business-initiated financial transactions. The Company facilitates the
transaction process for its customers by providing services and systems that
help grant credit, authorize and process credit card and check transactions,
manage receivables, predict consumer behavior, market products and manage
risk. The information provided by these services is distributed to customers
primarily through electronic data interfaces.
During 1997, the Company facilitated more than 10 million on-line
transactions per day for over 300,000 customers around the world. The Company
operates in 17 countries with sales in over 40 countries and conducts its
business through four principal segments: North American Information Services,
Payment Services, Equifax Europe, and Equifax Latin America, each of which
comprises a number of operating subsidiaries. Sales and percentage of total
revenues for each of these segments for 1997 were as follows:
<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL
SEGMENT SALES REVENUES
------- ------------- ----------
(IN MILLIONS)
<S> <C> <C>
North American Information Services............. $709.0 52%
Payment Services................................ 440.0 32%
Equifax Europe.................................. 178.6 13%
Equifax Latin America........................... 28.8 2%
Other........................................... 9.6 1%
</TABLE>
Information in this Prospectus Supplement concerning the Company's market
share and competitive position is based on internal, industry and other
sources that are believed to be reliable. While external market share data is
generally not available, the Company believes that the information presented
in this Prospectus Supplement is generally indicative of the Company's
relative market share and competitive position.
NORTH AMERICAN INFORMATION SERVICES
Businesses in this segment primarily furnish consumer credit reporting
information and decision support and credit management services designed to
meet specific customer needs in both the U.S. and Canada. These services
include consumer credit reporting information, credit marketing services, risk
management (receivables portfolio management and collections), debtor
location, fraud detection and prevention, mortgage loan origination
information, credit scoring, modeling and analytic services, and data mining.
In Canada, financial services also include business credit information and
check warranty services.
The Company's operations in this segment are organized by the following
industry groups to allow for customer focus and specialized industry
solutions: banking, finance, retail, telecommunications/utilities and
healthcare administration.
Based on market share, the Company is a leader in providing consumer credit
information to its customers in the U.S. Based on management estimates, the
Company believes that it is the leading provider of consumer and commercial
credit information in Canada.
PAYMENT SERVICES
The Company's Payment Services segment provides card and check services and
software for card issuing, merchant processing and collections processing. The
card services provided include bank and debit card transaction processing,
cardholder support, marketing services, portfolio management and analysis,
facilities management, merchant processing, credit marketing, and risk
management. Industry sources indicate that the Company is the leading full-
service credit card processor for credit unions and community banks.
Check services include check warranty and verification services, check
management systems, on-line point of sale credit prescreening, customer
service, risk consulting, data exchanges, point-of-sale credit and marketing
solutions, and retail collections. The Company warranted or verified $15.8
billion of checks in 1997. Customers include national and regional retail
chains, hotels and motels, automobile dealers and rental car companies and
other retailers.
S-3
<PAGE>
The Company also develops and licenses software services for card issuing,
merchant processing and collections processing. Card software product
customers are diverse and include some of the world's largest financial
institutions. During 1997, customers using the Company's software processed
over 100 million accounts in 29 countries.
EQUIFAX EUROPE
Equifax Europe consists of operations in the United Kingdom, Spain,
Portugal, Ireland, France, Australia and New Zealand. Businesses in this
segment primarily provide consumer and commercial credit services, but also
provide other financial services, including credit application processing,
credit scoring, check warranty and payment services, auto lien and other
information, marketing services, modeling, and analytic and risk management
services.
Equifax Europe offers services to customers in the United Kingdom in five
primary industries: finance, retail, automotive, telecommunications and
utilities. Throughout the United Kingdom, the Company also supports small and
medium-size businesses operating in a variety of diverse markets. Equifax
Europe also sells some services, such as automobile lien information, directly
to consumers.
The Company believes, based on management estimates, that it is the leading
provider of consumer and business credit information in the United Kingdom and
is the check warranty market share leader. The Company believes that it is the
largest provider of credit information services in Spain and Portugal.
EQUIFAX LATIN AMERICA
Equifax Latin America is comprised of two principal subsidiaries, DICOM in
Chile and Veraz in Argentina, both of which provide consumer and commercial
credit information services. Equifax Latin America also has operations in
Peru, Colombia, El Salvador and Mexico. In addition to consumer and commercial
credit services, DICOM provides import/export data, legal trademark, stock
market and other consumer information. Customers include retailers, banks,
utilities, telecommunications companies, manufacturers and individual
consumers.
The Company believes that Veraz is the leading consumer and commercial
credit information provider in Argentina, while DICOM is the leading provider
in Chile.
AGREEMENT WITH COMPUTER SCIENCES CORPORATION
The Company has an agreement with Computer Sciences Corporation ("CSC")
under which credit bureaus owned by CSC and certain CSC affiliate bureaus
utilize the Company's credit database service. CSC and these affiliates retain
ownership of their respective credit files and the revenues generated by their
credit reporting activity. The Company receives a processing fee for
maintaining the database and for each report supplied. This agreement expires
in July 1998 and is renewable at the option of CSC for successive ten-year
periods. CSC has elected to renew the term of the agreement for the ten-year
period beginning August 1, 1998. The agreement provides CSC with an option to
sell its credit reporting businesses to the Company, and provides the Company
with an option to purchase CSC's credit reporting businesses if CSC does not
elect to renew the agreement, or if there is a change in control of CSC. Both
options expire in 2013. The option price is determined through July 31, 1998
by certain financial formulas. Based on the financial formulas, the Company
currently estimates the option price for CSC's credit reporting businesses to
be approximately $375 million. In its annual report for its fiscal year ended
March 28, 1997, CSC stated that the option price for both its credit reporting
and collection businesses (including the collection businesses subsequently
sold to the Company for $38 million) approximated $538 million at March 28,
1997. Beginning in August 1998, the option price will be determined by an
appraisal procedure. CSC's option provides for a closing of the acquisition
within 180 days of exercise of the option. Management believes that the
Company's internally generated funds, existing credit facilities, and
additional debt capacity will be sufficient to finance the purchase of CSC, if
necessary.
S-4
<PAGE>
RECENT DEVELOPMENTS
In August 1997, the Company spun off its Insurance Services industry
segment. The spinoff was accomplished by the Company's contribution of the
business units that comprised the Insurance Services segment into one wholly-
owned subsidiary, ChoicePoint, Inc. ("ChoicePoint"), and the subsequent
distribution of all the common stock of ChoicePoint to the Company's
shareholders. The two companies were separated for accounting purposes on July
31, 1997.
From January through May 1998, the Company has continued to expand by making
several acquisitions for an aggregate amount of $80 million. These
acquisitions include the collection business of CSC for $38 million and a risk
management business in the United Kingdom for $26.4 million. The Company has
entered into an agreement to acquire a Vancouver, Canada, credit bureau and a
portion of the remaining minority interest in the Company's Canadian
subsidiary for an aggregate amount of approximately $47 million.
The Company continues to seek acquisition prospects for its various business
segments, and it is presently actively engaged in negotiations involving
several possible acquisitions. Current negotiations could lead to one or more
acquisitions of businesses which would constitute significant subsidiaries of
the Company, although there can be no assurance that any of these negotiations
will be successfully concluded. The consideration used for future acquisitions
could be in the form of cash, Company Common Stock or a combination thereof.
Any cash utilized would be derived from operations, from the proceeds of the
offering of the Debentures, or through additional borrowings.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed charges of
the Company and its consolidated subsidiaries for the periods indicated:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, FOR THE THREE
---------------------------------- MONTHS ENDED
1993 1994 1995 1996 1997 MARCH 31, 1998
------ ------ ------ ------ ------ --------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges(1).................. 8.1 10.1 9.6 10.6 11.1 8.4
</TABLE>
- --------
(1) On August 7, 1997, the Company completed a spinoff of its Insurance
Services industry segment. The above calculations exclude the results of
that segment for each year presented.
The computation of the ratio of earnings to fixed charges is based on
applicable amounts of the Company and its consolidated subsidiaries.
"Earnings" consist of income before income taxes and fixed charges. "Fixed
charges" consist of interest on indebtedness, amortization of debt discount
and expense and an estimated amount of rental expense that is deemed to be
representative of the interest factor.
USE OF PROCEEDS
The net proceeds received by the Company from the sale of the Debentures
will be utilized by the Company, together with the net proceeds of the
Company's sale of $250,000,000 6.30% Notes due 2005 (the "Notes") (expected to
be consummated on June 30, 1998), for the repayment of indebtedness under the
Company's revolving credit facility due 2002 (with a floating interest rate
which, at March 31, 1998, was 5.84%), the total outstanding amount of which is
projected to be approximately $275 million as of June 30, 1998, for working
capital and expansion of the businesses of the Company and its subsidiaries,
and for other general corporate purposes. The Company also anticipates using
proceeds from time to time in connection with its ongoing acquisition
activities. See "The Company -- Recent Developments." To the extent not
theretofore utilized, the net proceeds received by the Company may be placed
in short-term investments, including commercial paper and certificates of
deposit, or utilized to reduce other short-term borrowings.
S-5
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth selected historical financial data for the
Company for each of the five years in the period ended December 31, 1997 and
for the three-month periods ended March 31, 1997 and 1998. Such data have been
derived from, and should be read in conjunction with, the audited consolidated
financial statements and other financial information contained in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997 and
the unaudited consolidated interim financial statements contained in the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998,
including the notes thereto, incorporated by reference herein. See "Available
Information" and "Incorporation of Certain Documents by Reference" in the
accompanying Prospectus.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
-------------------------------------------------- -------------------
1993 1994 1995 1996 1997 1997 1998
-------- -------- ---------- ---------- ---------- --------- ---------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Operating revenue....... $813,235 $968,660 $1,105,309 $1,222,798 $1,366,087 $ 312,062 $ 353,094
Operating income........ 115,662 197,881 231,147 256,588 298,908 68,547 80,994
Income from continuing
operations before
income taxes and
cumulative effect of
accounting change...... 110,801 193,538 223,140 262,549 323,138 64,450 74,683
Net income.............. $ 63,515 $120,346 $ 147,650 $ 177,617 $ 183,737(1) $ 44,717 $ 44,735
Net income per common
share (basic).......... $ 0.42 $ 0.81 $ 0.98 $ 1.22 $ 1.27(1) $ 0.31 $ 0.32
Weighted average common
shares outstanding
(basic)................ 150,114 148,608 151,357 145,518 144,233 145,176 141,704
Net income per common
share (diluted)........ $ 0.42 $ 0.79 $ 0.96 $ 1.19 $ 1.24(1) $ 0.30 $ 0.31
Weighted average common
shares outstanding
(diluted).............. 151,631 150,691 154,375 149,207 147,818 148,953 144,812
Dividends per share..... $ 0.280 $ 0.303 $ 0.315 $ 0.330 $ 0.345 $ 0.0825 $ 0.0875
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
------------------------------------------------ ---------------------
1993 1994 1995 1996 1997 1997 1998
-------- -------- -------- ---------- ---------- ---------- ----------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Total assets............ $643,279 $934,832 $976,173 $1,207,518 $1,177,104 $1,269,662 $1,242,929
Long-term debt.......... $200,070 $211,962 $302,665 $ 304,942 $ 339,301 $ 330,890 $ 428,203
Shareholders' equity.... $254,031 $361,935 $353,465 $ 424,950 $ 349,397 $ 456,081 $ 326,210
</TABLE>
- --------
(1) The year ended December 31, 1997 includes an expense of $3,237,000 after
tax, or $.02 per share, for an accounting change relating to EITF No. 97-
13 regarding accounting for business process re-engineering costs.
S-6
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization and short-term
indebtedness of the Company at March 31, 1998, and as adjusted to give effect
to the sale of the Debentures and the Notes and to the application of the
estimated net proceeds therefrom. See "Use of Proceeds." This table should be
read in conjunction with, and is qualified in its entirety by reference to,
the Company's financial statements and related notes contained in documents
incorporated by reference in the accompanying Prospectus.
<TABLE>
<CAPTION>
MARCH 31, 1998
-------------------------
ACTUAL AS ADJUSTED
--------- -----------
(IN THOUSANDS)
<S> <C> <C>
SHORT-TERM DEBT:
Notes payable to banks.............................. $ 153 $ 153
Current maturities of long-term debt................ 5,628 5,628
--------- ---------
Total short-term debt........................... $ 5,781 $ 5,781
========= =========
LONG-TERM DEBT:
Revolving credit facility, variable interest rate
(5.84% at March 31, 1998), due 2002................ $ 215,000 (1) $ --
6 1/2% Senior Notes Due 2003........................ 200,000 200,000
6.30% Notes Due 2005................................ -- 250,000
6.90% Debentures Due 2028........................... -- 150,000
Other long-term debt................................ 13,203 13,203
--------- ---------
Total long-term debt.............................. 428,203 613,203
--------- ---------
SHAREHOLDERS' EQUITY:
Common stock, $1.25 par value; 300,000,000 shares
authorized; 173,021,000 shares issued; 141,283,000
shares outstanding................................. 216,276 216,276
Preferred Stock, $0.01 par value; 10,000,000 shares
authorized; no shares issued and outstanding in
1998 or 1997....................................... -- --
Paid-in capital..................................... 252,242 252,242
Retained earnings................................... 453,331 453,331
Accumulated other comprehensive income.............. (20,266) (20,266)
Treasury stock at cost, 25,185,000 shares........... (510,806) (510,806)
Stock held by employee benefits trusts, at cost,
6,553,000 shares................................... (64,567) (64,567)
--------- ---------
Total shareholders' equity........................ 326,210 326,210
--------- ---------
Total long-term debt and shareholders' equity..... $ 754,413 $ 939,413
========= =========
</TABLE>
- --------
(1) The amount outstanding under the revolving credit facility is projected to
be approximately $275 million as of June 30, 1998. The net proceeds from
the sale of the Notes and a portion of the net proceeds from the sale of
the Debentures will be used to repay the outstanding balance of the
revolving credit facility.
S-7
<PAGE>
DESCRIPTION OF DEBENTURES
The following description of the particular terms of the Debentures offered
by this Prospectus Supplement supplements, and to the extent inconsistent
therewith replaces, the description of the general terms and provisions of the
Debt Securities under "Description of Debt Securities" in the accompanying
Prospectus. Capitalized terms not defined herein have the meanings ascribed to
them in the accompanying Prospectus.
GENERAL
The Debentures will constitute a separate series of Debt Securities to be
issued under the Indenture. The Debentures will bear interest at the rate of
6.90% per annum and will mature on July 1, 2028. The Debentures will be
subject to optional redemption prior to maturity (see "Optional Redemption"
below), but they will not be subject to any sinking fund or to repayment or
purchase at the option of the Holder.
Interest on the Debentures will accrue from July 1, 1998 and will be payable
semi-annually on each January 1 and July 1, commencing January 1, 1999, to the
persons in whose names the Debentures are registered at the close of business
on the December 15 or June 15, as the case may be, prior to the interest
payment date.
The Debentures will be issued as "Registered Securities" in book-entry form
through the facilities of The Depository Trust Company. See "-- Book-Entry
System" and "-- Same-Day Settlement and Payment" below, and "Description of
Debt Securities -- Book-Entry Debt Securities" in the accompanying Prospectus.
The Debentures will not be issued as Discount Securities.
The Debentures will constitute unsecured and unsubordinated indebtedness of
the Company and will rank on a parity with the Company's other unsecured and
unsubordinated indebtedness. Obligations of the Company's subsidiaries,
however, will represent prior claims with respect to the assets and earnings
of such subsidiaries. See "Description of Debt Securities -- General" in the
accompanying Prospectus.
The Debentures will be subject to the provisions of the Indenture relating
to the legal defeasance option and the covenant defeasance option, as
described under "Defeasance" below and "Description of Debt Securities --
Discharge, Legal Defeasance and Covenant Defeasance" in the accompanying
Prospectus.
CERTAIN COVENANTS
Under the Indenture, the following covenants will apply to the Debentures:
Limitation Upon Mortgages and Liens. Neither the Company nor a Subsidiary
may create or assume, except in favor of the Company or a Wholly-Owned
Subsidiary, any mortgage, pledge, lien or encumbrance upon any Principal
Facility or any stock of any Subsidiary or indebtedness of any Subsidiary to
the Company or any other Subsidiary without equally and ratably securing the
Debentures. This limitation will not apply to certain permitted encumbrances
as described in the Indenture, including (a) purchase money mortgages entered
into within specified time limits; (b) liens extending, renewing or refunding
any liens permitted by clause (a) of this covenant; (c) liens existing on
acquired property; (d) certain tax, materialmen's, mechanic's and judgment
liens, certain liens arising by operation of law and certain other similar
liens; (e) liens in connection with certain government contracts; (f) certain
mortgages, pledges, liens or encumbrances in favor of any state or local
government or governmental agency in connection with certain tax-exempt
financings; (g) liens to secure the cost of construction or improvement of any
property entered into within specified time limits; and (h) mortgages,
pledges, liens and encumbrances not otherwise permitted if the sum of the
indebtedness thereby secured plus the aggregate sales price of property
involved in sale and leaseback transactions referred to in clause (a) under
"-- Limitation Upon Sale and Leaseback Transactions" below does not exceed 15%
of Consolidated
S-8
<PAGE>
Stockholders' Equity. See "Description of Debt Securities -- Certain
Definitions" in the accompanying Prospectus for definitions of the terms
"Consolidated Stockholders' Equity", "Principal Facility" and "Wholly-Owned
Subsidiary".
Limitation Upon Sale and Leaseback Transactions. The Company and any
Subsidiary will be prohibited from selling any Principal Facility owned on the
date of the Indenture with the intention of taking back a lease thereof, other
than a temporary lease (a lease of not more than 36 months) with the intent
that the use of the property by the Company or such Subsidiary will be
discontinued at or before the expiration of such period, unless (a) the sum of
the sale price of property involved in sale and leaseback transactions not
otherwise permitted plus all indebtedness secured by mortgages, pledges, liens
and encumbrances referred to in clause (h) under "-- Limitation Upon Mortgages
and Liens" above does not exceed 15% of Consolidated Stockholders' Equity, or
(b) the greater of the net proceeds of such sale or the fair market value of
such Principal Facility (which may be conclusively determined by the Board of
Directors of the Company) are applied within 120 days to the optional
retirement of Debentures or to the optional retirement of other Funded Debt of
the Company ranking on a parity with the Debentures. See "Description of Debt
Securities -- Certain Definitions" in the accompanying Prospectus for
definitions of the terms "Consolidated Stockholders' Equity", "Funded Debt"
and "Principal Facility".
OPTIONAL REDEMPTION
The Debentures will be redeemable as a whole at any time or in part from
time to time, at the option of the Company, at a redemption price equal to the
greater of (i) 100% of the principal amount of such Debentures, or (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest on the Debentures from the redemption date to the maturity date
discounted to the redemption date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis
points, plus accrued interest thereon to the date of redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable
to the remaining term of the Debentures to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of such Debentures.
"Comparable Treasury Price" means with respect to any redemption date for
the Debentures, (i) the average of four Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such
quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by the Trustee after consultation with the Company.
"Reference Treasury Dealer" means each of Bear, Stearns & Co. Inc.,
BancAmerica Robertson Stephens and two other primary U.S. Government
securities dealers in New York City (each, a "Primary Treasury Dealer")
appointed by the Trustee in consultation with the Company; provided, however,
that if any of the foregoing shall cease to be a Primary Treasury Dealer, the
Company shall substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.
S-9
<PAGE>
"Treasury Rate" means, with respect to any redemption date for the
Debentures, (i) the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication which
is published weekly by the Board of Governors of the Federal Reserve System
and which establishes yields on actively traded United States Treasury
securities adjusted to constant maturity under the caption "Treasury Constant
Maturities," for the maturity corresponding to the Comparable Treasury Issue
(if no United States Treasury Security has a maturity within three months
before or after the maturity date of the Debentures to be redeemed, then
yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue shall be determined and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight line basis,
rounding to the nearest month) or (ii) if such release (or any successor
release) is not published during the week preceding the calculation date or
does not contain such yields, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, calculated
using a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such
redemption date. The Treasury Rate shall be calculated on the third Business
Day preceding the redemption date.
Notice of any redemption will be mailed at least 30 days but no more than 60
days before the redemption date to each holder of Debentures to be redeemed.
Unless the Company defaults in payment of the redemption price, on and after
the redemption date, interest will cease to accrue on the Debentures or
portions thereof called for redemption.
MERGER OR CONSOLIDATION
The Indenture provides that the Company may not consolidate with or merge
into any other corporation or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, unless (1) the successor
corporation is a U.S. domestic corporation and expressly assumes the Company's
obligations with respect to the Debentures and under the Indenture; (2)
immediately after giving effect to such transaction, no Event of Default, and
no event which, after notice or lapse of time, or both, would become an Event
of Default, shall have occurred and be continuing; and (3) certain other
conditions are met.
DEFEASANCE
The Company, at its option, (i) will be discharged from any and all
obligations in respect of the Debentures (except for certain obligations to
register the transfer or exchange of the Debentures, replace stolen, lost or
mutilated Debentures, maintain Paying Agencies, and hold money for payment in
trust) or (ii) will not be subject to the provisions of the Indenture
described above under "Certain Covenants" with respect to the Debentures in
each case if the Company complies with certain conditions under the Indenture,
including that it deposits with the Trustee, in trust, money or U.S.
Government Obligations which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money in an
amount sufficient to pay all the principal (including any premium) of, and
interest on, the Debentures on the dates such payments are due in accordance
with the terms of such Debentures. For the Company to exercise any such
option, among other conditions (1) the Company is required to deliver to the
Trustee an opinion of counsel to the effect that the deposit and related
defeasance would not cause the Holders of the Debentures to recognize income,
gain or loss for federal income tax purposes and, in the case of a discharge
pursuant to clause (i), a ruling to such effect received from or published by
the United States Internal Revenue Service or an opinion that applicable
Federal income tax law has changed to such effect; (2) the exercise must not
result in the trust constituting an investment company under the Investment
Company Act of 1940, as amended, unless qualified or exempt from regulation
thereunder; (3) the Company must deliver an Officer's Certificate to the
effect that the Debentures, if then listed
S-10
<PAGE>
on any national securities exchange, would not be delisted as a result of the
exercise of such option; and (4) no Event of Default or event (including such
deposit) which, with notice or lapse of time, or both, would become an Event
of Default with respect to the Debentures has occurred and is continuing.
BOOK-ENTRY SYSTEM
The Debentures will be issued in the form of Global Securities deposited
with, or on behalf of, The Depository Trust Company (the "Depositary") and
registered in the name of a nominee of the Depositary. See "Description of
Debt Securities -- Book-Entry Debt Securities" in the accompanying Prospectus.
So long as the Depositary or its nominee is the registered owner of the
Global Securities, the Depositary or such nominee, as the case may be, will be
considered the sole owner or Holder of the Debentures represented by the
Global Securities for all purposes under the Indenture. Except as described
under "Description of Debt Securities -- Book-Entry Debt Securities" in the
accompanying Prospectus, owners of beneficial interests in the Global
Securities will not be entitled to have Debentures represented by the Global
Securities registered in their names, will not receive or be entitled to
receive physical delivery of Debentures in certificated form and will not be
considered the owners or Holders thereof under the Indenture.
Principal, premium and interest payments on Debentures registered in the
name of the Depositary or its nominee will be made to the Depositary or its
nominee, as the case may be, as the registered owner of the Global Securities.
None of the Company, any Underwriter, the Trustee under the Indenture or any
Paying Agent for the Debentures will have any responsibility or liability for
any aspect of the records relating to or payments made on account of
beneficial interests in the Global Securities or for maintaining, supervising
or reviewing any records relating to such beneficial interests.
A further description of the Depositary's procedures with respect to the
Global Securities is set forth in the accompanying Prospectus under
"Description of Debt Securities -- Book-Entry Debt Securities".
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Debentures will be made by the Underwriters in
immediately available funds. All payments of principal, premium and interest
on Global Securities will be made by the Company in immediately available
funds.
GOVERNING LAW
The Indenture and the Debentures will be governed by, and construed in
accordance with, the laws of the State of New York.
S-11
<PAGE>
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement dated June
26, 1998 (the "Underwriting Agreement"), the Company has agreed to sell to
each of the several Underwriters named below, and each of the Underwriters has
severally agreed to purchase, the principal amount of the Debentures set forth
opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF DEBENTURES
----------- ----------------
<S> <C>
Bear, Stearns & Co. Inc..................................... $ 76,000,000
BancAmerica Robertson Stephens.............................. 30,000,000
First Chicago Capital Markets, Inc. ........................ 22,000,000
Citicorp Securities, Inc. .................................. 11,000,000
NationsBanc Montgomery Securities LLC. ..................... 11,000,000
------------
Total..................................................... $150,000,000
============
</TABLE>
Under the terms of the Underwriting Agreement, the Underwriters are
committed to take and pay for all the Debentures, if any are taken.
The Underwriters propose to offer the Debentures directly to the public at
the initial public offering price set forth on the cover page hereof and in
part to certain securities dealers at such price less a concession of 0.50% of
the principal amount of the Debentures. The Underwriters may allow, and such
dealers may reallow, a concession not in excess of 0.25% of the principal
amount of the Debentures to certain brokers and dealers. After the Debentures
are released for sale to the public, the offering price and other selling
terms may from time to time be varied by the Underwriters.
In the Underwriting Agreement, the Company has agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the Underwriters may be required
to make in respect thereof.
The Debentures are a new issue of securities with no established trading
market. The Company does not intend to apply for listing of the Debentures on
any national securities exchange. The Company has been advised by the
Underwriters that the Underwriters intend to make a market in the Debentures.
However, the Underwriters are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Debentures.
In order to facilitate the offering of the Debentures, the Underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price
of the Debentures during and after the offering of the Debentures.
Specifically, the Underwriters may overallot or otherwise create a short
position in the Debentures by selling more Debentures than have been sold to
them by the Company. The Underwriters may elect to cover any such short
position by purchasing Debentures in the open market. In addition, the
Underwriters may stabilize or maintain the price of the Debentures by bidding
for or purchasing Debentures in the open market and may impose penalty bids,
under which selling concessions allowed to syndicate members or other broker-
dealers participating in the offering are reclaimed if Debentures previously
distributed in the offering are repurchased in connection with stabilization
transactions or otherwise. The effect of these transactions may be to
stabilize or maintain the market price of the Debentures at a level above that
which might otherwise prevail in the open market. The imposition of a penalty
bid may also affect the price of the Debentures to the extent that it
discourages resales thereof. No representation is made as to the magnitude or
effect of any such stabilization or other transactions. Such transactions, if
commenced, may be discontinued at any time.
Certain of the Underwriters or their affiliates have provided from time to
time, and expect to provide in the future, investment or commercial banking
services to the Company and its affiliates, for which such Underwriters or
their affiliates have received and will receive customary fees and
commissions.
S-12
<PAGE>
LEGAL MATTERS
The legality of the Debentures offered hereby will be passed upon for the
Company by Kilpatrick Stockton LLP, Atlanta, Georgia, counsel to the Company,
and for the Underwriters by Simpson Thacher & Bartlett, New York, New York.
EXPERTS
The consolidated financial statements and schedule of the Company appearing
in the Company's Annual Report on Form 10-K for the year ended December 31,
1997 have been audited by Arthur Andersen LLP, independent auditors, as set
forth in their report thereon included therein and incorporated in the
accompanying Prospectus by reference. Such consolidated financial statements
and schedule are, and audited financial statements and schedules to be
included in subsequently filed documents will be, incorporated herein by
reference in reliance upon the reports of such auditors pertaining to such
financial statements (to the extent covered by consents filed with the
Commission) given upon the authority of such firm as experts in accounting and
auditing.
S-13
<PAGE>
PROSPECTUS
$400,000,000
EQUIFAX INC.
SECURITIES
Equifax Inc., a Georgia corporation (the "Company"), may offer from time to
time (i) unsecured debt securities ("Debt Securities") consisting of
debentures, notes and/or other unsecured evidences of indebtedness in one or
more series, (ii) shares of preferred stock, par value $0.01 per share
("Preferred Stock"), in one or more series, (iii) shares of Preferred Stock
represented by depositary shares ("Depositary Shares"), (iv) shares of common
stock, $1.25 par value per share, with attached rights to purchase shares of
such common stock ("Common Stock") or (v) warrants to purchase Debt
Securities, Preferred Stock, Depositary Shares or Common Stock ("Warrants",
which together with Debt Securities, Preferred Stock, Depositary Shares and
Common Stock are referred to as "Securities"), or any combination of the
foregoing, at an aggregate initial public offering price not to exceed
$400,000,000 (or the equivalent thereof if Debt Securities are denominated in
one or more foreign currencies or foreign currency units), at prices and on
terms to be determined at or prior to the time of sale.
Specific terms of the Securities in respect of which this Prospectus is
being delivered will be set forth in an accompanying Prospectus Supplement (as
supplemented by any applicable pricing supplement relating thereto, a
"Prospectus Supplement"), together with the terms of the offering of the
Securities, the initial public offering price and the net proceeds to the
Company from the sale thereof. The Prospectus Supplement will set forth, among
other matters, the following with respect to the particular Securities: (i) in
the case of Debt Securities, the specific designation, aggregate principal
amount, authorized denominations, maturity, rate or method of calculation of
interest and dates for payment thereof, any conversion, redemption, prepayment
or sinking fund provisions, and the currency, currencies or currency units in
which principal, premium, if any, or interest, if any, is payable, (ii) in the
case of Preferred Stock, the designation, number of shares, liquidation
preference, initial public offering price, dividend rate (or method of
calculation thereof), dates on which dividends shall be payable and dates from
which dividends shall accrue, any redemption or sinking fund provisions and
any voting and conversion or exchange rights, (iii) in the case of Depositary
Shares, the aggregate number of Depositary Shares offered, the description of
Preferred Stock represented by Depositary Shares and the fractional shares of
such Preferred Stock represented by each such Depositary Share, (iv) in the
case of Common Stock, the number of shares of Common Stock, and (v) in the
case of Warrants, the description of the securities subject to the Warrants,
the number of Warrants and the exercise price thereof.
----------------
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 Company may sell Securities directly to purchasers or through agents
designated from time to time by the Company or to or through underwriters or a
group of underwriters which may be managed by one or more underwriters. If any
agents of the Company or any underwriters are involved in the sale of
Securities in respect of which this Prospectus is being delivered, then the
names of such agents or underwriters and any applicable commission or discount
will be set forth in the applicable Prospectus Supplement. The net proceeds to
the Company from the sale of Securities will be the initial public offering
price of such Securities less such discount, in the case of an offering
through an underwriter, or the purchase price of such Securities less such
commission, in the case of an offering through an agent, and less, in each
case, other expenses of the Company associated with the issuance and
distribution of such Securities.
----------------
The date of this Prospectus is March 18, 1998.
<PAGE>
AVAILABLE INFORMATION
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
Securities and Exchange Commission (the "Commission"). The Company has filed
with the Commission a registration statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the Securities offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, does not contain all
information set forth in the Registration Statement and reference is hereby
made to the Registration Statement and the exhibits thereto for further
information with respect to the Company and the Securities offered hereby.
Such reports, proxy statements, Registration Statement and exhibits and other
information omitted from this Prospectus can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at its Northeast Regional Office
located at 7 World Trade Center, Suite 1300, New York, New York 10048 and
Midwest Regional Office located at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Certain documents,
including annual and quarterly reports and proxy statements, filed by the
Company with the Commission on and after January 1, 1995 have been or will be
electronically filed. The Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission at
(http://www.sec.gov). Certain of the Company's securities are listed on the
New York Stock Exchange and such reports, proxy statements and other
information may also be inspected at the offices of the New York Stock
Exchange, Inc., 70 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Annual Report of the Company on Form 10-K for the year ended December
31, 1996, the Quarterly Reports of the Company on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997, and the Current
Reports of the Company on Form 8-K dated July 17, 1997, July 31, 1997 and
August 7, 1997 and the registration statements of the Company on Form 10,
dated December 31, 1964, and on Form 8-A, filed on November 2, 1995, are
incorporated by reference into this Prospectus. All documents filed by the
Company 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 of the Securities contemplated hereby shall be deemed to be
incorporated by reference into this Prospectus and to be made a part hereof
from the respective dates of 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 the Registration
Statement and this Prospectus to the extent that a statement contained herein,
in the accompanying Prospectus Supplement or in any subsequently filed
document which 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 the Registration Statement or this Prospectus.
Copies of the above documents (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents)
may be obtained upon written or oral request without charge from the Company,
1600 Peachtree Street, N.W. Atlanta, Georgia 30309 (telephone number (404)
885-8000), Attention: Bruce S. Richards, Esq., Corporate Vice President and
General Counsel.
2
<PAGE>
THE COMPANY
The Company is a global leader in providing financial information and
transaction processing solutions. The Company's global operations include
consumer and commercial credit information services, payment services,
software, modeling, analytics, consulting and direct-to-consumer services.
Through an array of knowledge-based solutions, the Company facilitates the
transaction process for its customers by providing services and systems that
help in making credit decisions, authorizing and processing credit card and
check transactions, managing receivables, predicting consumer behavior,
marketing products and managing risk. The Company serves a broad range of
businesses, including banking, finance, retail, credit card,
telecommunications/utilities and health care industries.
Founded in 1899 as a local credit bureau in Atlanta, Georgia, and
incorporated under the laws of Georgia in 1913, the Company today operates as
a diverse multinational corporation with operations in 17 countries and sales
in over 40 countries. The address of its principal executive offices is 1600
Peachtree Street, N.W., Atlanta, Georgia 30309, and the telephone number of
its principal executive offices is (404) 885-8000.
The Company regularly considers acquisition opportunities as well as other
forms of business combinations and divestitures. Historically, the Company has
been involved in numerous transactions of varying magnitudes in which the
consideration included cash or securities (including common stock) or both.
The Company continues to evaluate and pursue transaction opportunities as they
arise. No assurance can be given with respect to the timing, likelihood or the
financial or business effect of any possible transaction.
USE OF PROCEEDS
Except as otherwise provided in the Prospectus Supplement for the specific
offering of Securities, the net proceeds received by the Company from the sale
of the Securities will be utilized by the Company as required from time to
time for working capital and expansion of the businesses of the Company and
its subsidiaries, for the repayment of existing indebtedness, and for other
general corporate purposes. To the extent not theretofore utilized, the net
proceeds received by the Company may be placed in short-term investments,
including commercial paper and certificates of deposit, or utilized to reduce
other short-term borrowings.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed charges for
the Company and its consolidated subsidiaries for the periods indicated. The
Company to date has not issued Preferred Stock; therefore, the ratios of
earnings to combined fixed charges and preferred stock dividends are the same
as the ratios of earnings to fixed charges set forth below.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-----------------------------
<S> <C> <C> <C> <C> <C> <C>
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
Ratio of earnings to fixed charges (1)........... 14.4 8.1 10.1 9.6 10.6 11.1
</TABLE>
- --------
(1) On August 7, 1997, the Company completed the spinoff of its Insurance
Services industry segment. The spinoff was accomplished by the Company's
contribution of the business units which comprised the Insurance Services
segment into one wholly-owned subsidiary, ChoicePoint Inc. All of the common
stock of ChoicePoint Inc. was then distributed to the Company's shareholders
as a dividend, with one share of ChoicePoint Inc. common stock distributed
for each ten shares of the Company's common stock held. The above
calculations exclude the results of ChoicePoint Inc. for each year
presented.
The computation of the ratio of earnings to fixed charges is based on
applicable amounts of the Company and its consolidated subsidiaries.
"Earnings" consist of income before income taxes and fixed charges. "Fixed
charges" consist of interest on indebtedness, amortization of debt discount
and expense and an estimated amount of rental expense that is deemed to be
representative of the interest factor.
3
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an indenture, as supplemented
from time to time (the "Indenture"), between the Company and The First
National Bank of Chicago, as Trustee (the "Trustee"). The Indenture is subject
to and governed by the Trust Indenture Act of 1939, as amended. The statements
made under this heading relating to the Debt Securities and the Indenture are
summaries of the provisions thereof, and are subject to, and are qualified in
their entirety by reference to the Indenture, including the definitions of
certain terms therein. Certain capitalized terms used below but not defined
herein have the meanings ascribed to them in the Indenture.
GENERAL
The Debt Securities will be unsecured obligations of the Company, and the
indebtedness represented thereby will rank on a parity with the Company's
other unsecured and unsubordinated indebtedness. The Debt Securities may be
issued in one or more series. The particular terms of the Debt Securities
being offered (the "Offered Debt Securities"), any modifications of or
additions to the general terms of the Debt Securities and any applicable
Federal income tax considerations that may be applicable in the case of the
Offered Debt Securities will be described in the Prospectus Supplement
relating to the Offered Debt Securities. Accordingly, for a description of the
terms of the Offered Debt Securities, reference must be made both to the
Prospectus Supplement relating thereto and the description of Debt Securities
set forth in this Prospectus.
The Company conducts its operations through its subsidiaries. The rights of
the Company and its creditors, including the Holders (as defined below under
"Certain Definitions") of the Debt Securities, to participate in the
distribution of assets of any subsidiary upon the latter's liquidation or
reorganization or otherwise will be subject to the prior claims of the
subsidiary's creditors except to the extent that the Company may itself be a
creditor with recognized claims against the subsidiary Accordingly, the Debt
Securities will be effectively subordinated to existing and future liabilities
of the Company's subsidiaries.
Reference is made to the Prospectus Supplement for the terms of any series
of Debt Securities being offered, including: (1) the title of such Debt
Securities; (2) the aggregate principal amount of such Debt Securities; (3)
the percentage of the principal amount at which such Debt Securities will be
issued and, if other than the principal amount thereof, the portion of the
principal amount thereof payable upon declaration of acceleration of the
Maturity (as defined below under "Certain Definitions") thereof; (4) the date
or dates on which or periods during which such Debt Securities may be issued,
and the date or dates on which the principal of (and premium, if any, on) such
Debt Securities will be payable; (5) the rate or rates at which such Debt
Securities will bear interest, if any, or the method by which such rate or
rates shall be determined, the date or dates from which such interest, if any,
shall accrue, the interest payment dates on which such interest will be
payable and, in the case of Registered Securities (as defined below under
"Certain Definitions"), the regular record dates, if any, for the interest
payable on such interest payment dates; (6) the additional offices, if any,
where the principal of (and premium, if any) and interest on such Debt
Securities shall be payable; (7) the obligation, if any, of the Company to
redeem, repay or purchase such Debt Securities pursuant to any sinking fund or
analogous provisions or at the option of the Holder and the period or periods
within which, or the date or dates on which, the prices at which and the terms
and conditions upon which such Debt Securities shall be redeemed, repaid or
purchased, in whole or in part, pursuant to such obligation; (8) the period or
periods within which, or the date or dates on which, the price or prices at
which, and the terms and conditions upon which such Debt Securities may be
redeemed, if any, in whole or in part, at the option of the Company or
otherwise; (9) if the coin or currency in which such Debt Securities shall be
issuable is U.S. dollars, the denominations of such Debt Securities if other
than denominations of $1,000 and any integral multiple thereof; (10) whether
such Debt Securities are to be issued as original issue discount securities
("Discount Securities") and the amount of discount at which such Debt
Securities may be issued and, if other than the principal amount thereof, the
portion of the principal amount of such Debt Securities which shall be payable
upon declaration of acceleration of the Maturity thereof upon an Event of
Default (as defined below under "Events of Default"); (11) provisions, if any,
for the defeasance of such Debt Securities; (12) whether such Debt Securities
are to be issued as Registered Securities or Bearer
4
<PAGE>
Securities (as defined below under "Certain Definitions") or both, and, if
Bearer Securities are issued, whether any interest coupons appertaining
thereto ("Coupons") will be attached thereto; (13) whether provisions for
payment of additional amounts or tax redemptions shall apply and, if such
provisions shall apply, such provisions, and, if Bearer Securities of such
series are to be issued, the applicable procedures and certificates relating
to the exchange of temporary Global Securities for definitive Bearer
Securities; (14) if other than U.S. dollars, the currency, currencies or
currency units (the term "currency" as used herein will include currency
units) in which such Debt Securities shall be denominated or in which payment
of the principal of (and premium, if any) and interest on such Debt Securities
may be made; (15) if the principal of (and premium, if any) or interest on
such Debt Securities are to be payable, at the election of the Company or a
Holder thereof, in a currency other than that in which such Debt Securities
are denominated or payable without such election, the period or periods within
which and the terms and conditions upon which, such election may be made; (16)
the date as of which such Debt Securities shall be dated; (17) if the amount
of payments of principal of (and premium, if any) or interest on such Debt
Securities may be determined with reference to an index, the manner in which
such amounts shall be determined; (18) if such Debt Securities are denominated
or payable in a foreign currency, any other terms concerning the payment of
principal of (and premium, if any) or any interest on such Debt Securities;
(19) any addition to, or modification or deletion of, any Events of Default or
covenants provided for with respect to such Debt Securities; (20) whether such
Debt Securities shall be issued in whole or in part in the form of one or more
Global Securities and, in such case, the depositary or any common depositary
for such Global Securities; and if such Debt Securities are issuable only as
Registered Securities, the manner in which and the circumstances under which
Global Securities representing such Debt Securities may be exchanged for
Registered Securities in definitive form; and (21) any other terms not
inconsistent with the Indenture. (Section 3.01)
The Indenture provides that the aggregate principal amount of Debt
Securities that may be issued thereunder is unlimited. The Debt Securities may
be issued in one or more series, in each case as authorized from time to time
by the Board of Directors of the Company or any committee thereof or any duly
authorized officers. (Section 3.01)
If Discount Securities are issued, the Federal income tax consequences and
other special considerations applicable to such Discount Securities will be
described in the Prospectus Supplement relating thereto.
The general provisions of the Indenture do not contain any provisions that
would limit the ability of the Company to incur indebtedness or that would
afford holders of Debt Securities protection in the event of a highly
leveraged or similar transaction involving the Company. However, the general
provisions of the Indenture do provide that neither the Company nor any
Subsidiary (as defined below under "Certain Definitions") may subject certain
of its property or assets to any mortgage or other encumbrance unless the Debt
Securities issued under the Indenture are secured equally and ratably with or
prior to such other indebtedness thereby secured. See "Certain Covenants"
below. Reference is made to the Prospectus Supplement related to the Offered
Debt Securities for information with respect to any deletions from,
modifications of or additions to the Events of Default or covenants of the
Company that are described below, including any addition of covenants or other
provisions providing event risk or similar protection.
All of the Debt Securities of a series need not be issued at the same time,
and may vary as to interest rate, maturity and other provisions and unless
otherwise provided, a series may be reopened for issuance of additional Debt
Securities of such series. (Section 3.01)
DENOMINATIONS, EXCHANGE, REGISTRATION AND TRANSFER
Unless otherwise specified in the Prospectus Supplement, the Debt Securities
of any series shall be issuable only as Registered Securities in denominations
of $1,000 and any integral multiple thereof and shall be payable only in U.S.
dollars. (Section 3.02) The Indenture also provides that Debt Securities of a
series may be issuable in global form. See "Book-Entry Debt Securities."
Unless otherwise indicated in the Prospectus Supplement, Bearer Securities
will have Coupons attached. (Section 2.01)
5
<PAGE>
Registered Securities of any series will be exchangeable for other
Registered Securities of the same series of like aggregate principal amount
and of like Stated Maturity (as defined below under "Certain Definitions") and
with like terms and conditions. If so provided in the Prospectus Supplement,
at the option of the Holder thereof, to the extent permitted by law, any
Bearer Security of any series which by its terms is registrable as to
principal and interest may be exchanged for a Registered Security of such
series of like aggregate principal amount and of a like Stated Maturity and
with like terms and conditions, upon surrender of such Bearer Security at the
Corporate Trust Office of the Trustee or at any other office or agency of the
Company designated for the purpose of making any such exchanges. Subject to
certain exceptions, any Bearer Security issued with Coupons surrendered for
exchange must be surrendered with all unmatured Coupons and any matured
Coupons in default attached thereto. (Section 3.05)
Notwithstanding the foregoing, the exchange of Bearer Securities for
Registered Securities will be subject to the provisions of United States
income tax laws and regulations applicable to Debt Securities in effect at the
time of such exchange. (Section 3.05)
Except as otherwise specified in the Prospectus Supplement, in no event may
Registered Securities, including Registered Securities received in exchange
for Bearer Securities, be exchanged for Bearer Securities. (Section 3.05)
Upon surrender for registration of transfer of any Registered Security of
any series at the office or agency of the Company maintained for such purpose,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee, one or more new Registered Securities
of the same series of like aggregate principal amount of such denominations as
are authorized for Registered Securities of such series and of a like Stated
Maturity and with like terms and conditions. No service charge will be made
for any transfer or exchange of Debt Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. (Section 3.05)
The Company shall not be required (i) to register, transfer or exchange Debt
Securities of any series during a period beginning at the opening of business
15 days before the day of the transmission of a notice of redemption of Debt
Securities of such series selected for redemption and ending at the close of
business on the day of such transmission, or (ii) to register, transfer or
exchange any Debt Security so selected for redemption in whole or in part,
except the unredeemed portion of any Debt Security being redeemed in part.
(Section 3.05)
CERTAIN COVENANTS
The Indenture contains, among other things, the following covenants:
Limitation Upon Mortgages and Liens. Neither the Company nor a Subsidiary
may create or assume, except in favor of the Company or a Wholly-Owned
Subsidiary (as defined below under "Certain Definitions"), any mortgage,
pledge, lien or encumbrance upon any Principal Facility (as defined below
under "Certain Definitions") or any stock of any Subsidiary or indebtedness of
any Subsidiary to the Company or any other Subsidiary without equally and
ratably securing the Outstanding Debt Securities. This limitation will not
apply to certain permitted encumbrances as described in the Indenture,
including (a) purchase money mortgages entered into within specified time
limits; (b) liens extending, renewing or refunding any liens permitted by
clause (a) of this covenant; (c) liens existing on acquired property; (d)
certain tax, materialmen's, mechanic's and judgment liens, certain liens
arising by operation of law and certain other similar liens; (e) liens in
connection with certain government contracts; (f) certain mortgages, pledges,
liens or encumbrances in favor of any state or local government or
governmental agency in connection with certain tax-exempt financings; (g)
liens to secure the cost of construction or improvement of any property
entered into within specified time limits; and (h) mortgages, pledges, liens
and encumbrances not otherwise permitted if the sum of the indebtedness
thereby secured plus the aggregate sales price of property involved in sale
and leaseback transactions referred to in clause (a) under "-- Limitation Upon
Sale and Leaseback Transactions" below does not exceed 15% of Consolidated
Stockholders' Equity (as defined below under "Certain Definitions"). (Section
12.07)
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Limitation Upon Sale and Leaseback Transactions. The Company and any
Subsidiary will be prohibited from selling any Principal Facility owned on the
date of the Indenture with the intention of taking back a lease thereof, other
than a temporary lease (a lease of not more than 36 months) with the intent
that the use of the property by the Company or such Subsidiary will be
discontinued at or before the expiration of such period, unless (a) the sum of
the sale price of property involved in sale and leaseback transactions not
otherwise permitted plus all indebtedness secured by mortgages, pledges, liens
and encumbrances referred to in clause (h) under "-- Limitation Upon Mortgages
and Liens" above does not exceed 15% of Consolidated Stockholders' Equity; or
(b) the greater of the net proceeds of such sale or the fair market value of
such Principal Facility (which may be conclusively determined by the Board of
Directors of the Company) are applied within 120 days to the optional
retirement of Outstanding Debt Securities or to the optional retirement of
other Funded Debt (as defined below under "Certain Definitions") of the
Company ranking on a parity with the Debt Securities. (Section 12.08)
EVENTS OF DEFAULT
Under the Indenture, "Event of Default" with respect to the Debt Securities
of any series means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law, pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body): (1) default in the payment of any interest upon any Debt Security or
any payment with respect to the Coupons, if any, of such series when it
becomes due and payable, and continuance of such default for a period of 30
days; (2) default in the payment of the principal of (and premium, if any, on)
any Debt Security of such series at its Maturity; (3) default in the deposit
of any sinking fund payment, when and as due by the terms of a Debt Security
of such series; (4) default in the performance, or breach of any covenant or
warranty in the Indenture (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in the Indenture specifically
dealt with or which expressly has been included in the Indenture solely for
the benefit of Debt Securities of a series other than such series), and
continuance of such default or breach for a period of 60 days after there has
been given to the Company by the Trustee or to the Company and the Trustee by
the Holders of at least 25% in principal amount of the Outstanding Debt
Securities of such series, a written notice specifying such default or breach
and requiring it to be remedied; (5) default (A) in the payment of any
scheduled principal of or interest on any Indebtedness of the Company or any
Subsidiary of the Company (other than Debt Securities of such series),
aggregating more than $20 million in principal amount, when due after giving
effect to any applicable grace period or (B) in the performance of any other
term or provision of any Indebtedness of the Company or any Subsidiary of the
Company (other than Debt Securities of such series) in excess of $20 million
principal amount that results in such Indebtedness becoming or being declared
due and payable prior to the date on which it would otherwise become due and
payable, and such acceleration shall not have been rescinded or annulled, or
such Indebtedness shall not have been discharged, within a period of 15 days
after there has been given to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Debt Securities of such series, a written notice specifying such
default or defaults; (6) the entry against the Company or any Subsidiary of
the Company of one or more judgments, decrees or orders by a court from which
no appeal may be or is taken for the payment of money, either individually or
in the aggregate, in excess of $20 million, and the continuance of such
judgment, decree or order unsatisfied and in effect for any period of 45
consecutive days after the amount thereof is due without a stay of execution;
(7) certain events of bankruptcy, insolvency or reorganization with respect to
the Company; or (8) any other Event of Default provided with respect to Debt
Securities of that series pursuant to the Indenture. (Section 5.01)
The Indenture requires the Company to file with the Trustee, annually, an
officer's certificate as to the Company's compliance with all conditions and
covenants under the Indenture. (Section 12.02) The Indenture provides that the
Trustee may withhold notice to the Holders of a series of Debt Securities of
certain defaults that are cured within 30 days (except payment defaults on
such Debt Securities) if it determines in good faith that the withholding of
such notice is in the interest of the Holders of such series of Debt
Securities. (Section 6.02)
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If an Event of Default with respect to Debt Securities of any series at the
time Outstanding (as defined below under "Certain Definitions") occurs and is
continuing, then in every case the Trustee or the Holders of not less than 25%
in principal amount of the Outstanding Debt Securities of such series may
declare the principal amount (or, if any Debt Securities of such series are
Discount Securities, such portion of the principal amount of such Discount
Securities as may be specified in the terms of such Discount Securities) of
all the Debt Securities of such series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration such principal amount (or specified amount) shall
become immediately due and payable. Upon payment of such amount in the
currency in which such Debt Securities are denominated (except as otherwise
provided in the Indenture or the Prospectus Supplement), all obligations of
the Company in respect of the payment of principal of the Debt Securities of
such series shall terminate. (Section 5.02)
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default with respect to Debt Securities of a
particular series shall occur and be continuing, the Trustee shall be under no
obligation to exercise any of its rights or powers under the Indenture at the
request, order or direction of any of the Holders of Debt Securities of that
series, unless such Holders shall have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities which might be incurred
by it in compliance with such request. (Section 6.03) Subject to such
provisions for the indemnification of the Trustee, the Holders of a majority
in principal amount of the Outstanding Debt Securities of such series shall
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee under the Indenture, or
exercising any trust or power conferred on the Trustee with respect to the
Debt Securities of that series (Section 5.12)
At any time after such a declaration of acceleration with respect to Debt
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as provided in the
Indenture, the Holders of a majority in principal amount of the Outstanding
Debt Securities of such series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if (1)
the Company has paid or deposited with the Trustee a sum in the currency in
which such Debt Securities are denominated (except as otherwise provided in
the Indenture or the applicable Prospectus Supplement) sufficient to pay (A)
all overdue installments of interest on all Debt Securities or all overdue
payments with respect to any Coupons of such series; (B) the principal of (and
premium, if any, on) any Debt Securities of such series which have become due
otherwise than by such declaration of acceleration and interest thereon at the
rate or rates prescribed therefor in such Debt Securities; (C) to the extent
that payment of such interest is lawful, interest upon overdue installments of
interest on each Debt Security of such series or upon overdue payments on any
Coupons of such series at a rate established for such series; and (D) all sums
paid or advanced by the Trustee and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel; and (2) all
Events of Default with respect to Debt Securities of such series, other than
the nonpayment of the principal of Debt Securities of such series which have
become due solely by such declaration of acceleration, have been cured or
waived as provided in the Indenture. No such rescission and waiver will affect
any subsequent default or impair any right consequent thereon. (Section 5.02).
MERGER OR CONSOLIDATION
The Indenture provides that the Company may not consolidate with or merge
into any other corporation or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, unless (1) the corporation
formed by such consolidation or into which the Company is merged or the Person
which acquires by conveyance or transfer, or which leases, the properties and
assets of the Company substantially as an entirety (the "successor
corporation") is a corporation organized and existing under the laws of the
United States or any State or the District of Columbia and expressly assumes
by a supplemental indenture the due and punctual payment of the principal of
(and premium, if any) and interest on all the Debt Securities and the
performance of every covenant of the Indenture on the part of the Company to
be performed or observed; (2) immediately after giving effect to such
transaction, no Event of Default, and no event which, after notice or lapse of
time, or both, would become an Event of Default, shall have happened and be
continuing; (3) if, as a result of any such consolidation or merger or such
conveyance, transfer or lease, properties or assets of the Company would
become
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subject to a mortgage, pledge, lien, security interest or other encumbrance
which would not otherwise be permitted by the Indenture without making
effective provision whereby the Outstanding Debt Securities and any other
indebtedness of the Company then entitled thereto will be equally and ratably
secured with any and all indebtedness and obligations secured thereby, the
Company or such successor corporation or Person, as the case may be, will take
such steps as will be necessary effectively to secure all Debt Securities
equally and ratably with (or prior to) all indebtedness secured thereby; and
(4) the Company has delivered to the Trustee an officers' certificate and an
opinion of counsel each stating that such consolidation, merger, conveyance,
transfer or lease and such supplemental indenture comply with the Indenture
provisions and that all conditions precedent therein provided for relating to
such transaction have been complied with. (Section 10.01)
MODIFICATION OR WAIVER
Without the consent of any Holders, the Company and the Trustee, at any time
and from time to time, may modify the Indenture for any of the following
purposes: (1) to evidence the succession of another corporation to the Company
and the assumption by such successor of the covenants of the Company in the
Indenture and in the Debt Securities; (2) to add to the covenants of the
Company, for the benefit of the Holders of all or any series of Debt
Securities and the Coupons, if any, appertaining thereto and if such covenants
are to be for the benefit of less than all series, stating that such covenants
are expressly being included solely for the benefit of such series), or to
surrender any right or power conferred in the Indenture upon the Company; (3)
to add any additional Events of Default (and if such Events of Default are to
be applicable to less than all series, stating that such Events of Default are
expressly being included solely to be applicable to such series); (4) to add
or change any of the provisions of the Indenture to such extent as shall be
necessary to permit or facilitate the issuance of Debt Securities of any
series in bearer form, registrable or not registrable, and with or without
Coupons, to permit Bearer Securities to be issued in exchange for Registered
Securities, to permit Bearer Securities to be issued in exchange for Bearer
Securities of other authorized denominations or to permit the issuance of Debt
Securities of any series in uncertificated form, provided that any such action
shall not adversely affect the interests of the Holders of Debt Securities of
any series or any related Coupons in any material respect; (5) to change or
eliminate any of the provisions of the Indenture, provided that any such
change or elimination will become effective only when there is no Outstanding
Debt Security or Coupon of any series created prior to such modification which
is entitled to the benefit of such provision and as to which such modification
would apply; (6) to secure the Debt Securities; (7) to supplement any of the
provisions of the Indenture to such extent as is necessary to permit or
facilitate the defeasance and discharge of any series of Debt Securities,
provided that any such action shall not adversely affect the interests of the
Holders of Debt Securities of such series or any other series of Debt
Securities or any related Coupons in any material respect; (8) to establish
the form or terms of Debt Securities and Coupons, if any, of any series as
permitted by the Indenture; (9) to evidence and provide for the acceptance of
appointment thereunder by a successor Trustee with respect to one or more
series of Debt Securities and to add to or change any of the provisions of the
Indenture as is necessary to provide for or facilitate the administration of
the trusts thereunder by more than one Trustee; or (10) to cure any ambiguity,
to correct or supplement any provision therein which may be defective or
inconsistent with any other provision therein, or to make any other provisions
with respect to matters or questions arising under the Indenture which will
not be inconsistent with any provision of the Indenture; provided such other
provisions shall not adversely affect the interests of the Holders of
Outstanding Debt Securities or Coupons, if any, of any series created prior to
such modification in any material respect (Section 11.01)
With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Debt Securities of each series affected by such
modification voting separately, the Company and the Trustee may modify the
Indenture for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of modifying
in any manner the rights of the Holders under the Indenture of such Debt
Securities; provided, however, that no such modification may, without the
consent of the Holder of each Outstanding Debt Security of each such series
affected thereby, (1) change the Stated Maturity of the principal of, or any
installment of interest on, any Debt Security, or reduce the principal amount
thereof or the interest thereon or any premium payable upon redemption
thereof, or change the Stated Maturity of or reduce
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the amount of any payment to be made with respect to any Coupon, or change the
currency or currencies in which the principal of (and premium, if any) or
interest on such Debt Security is denominated or payable, or reduce the amount
of the principal of a Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof, or adversely affect the
right of repayment or repurchase, if any, at the option of the Holder, or
reduce the amount of, or postpone the date fixed for, any payment under any
sinking fund or analogous provisions for any Debt Security, or impair the
right to institute suit for the enforcement of any payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or limit the obligation of the Company to maintain a paying
agency outside the United States for payments on Bearer Securities; (2) reduce
the percentage in principal amount of the Outstanding Debt Securities of any
series, the consent of whose Holders is required for any supplemental
indenture, or the consent of whose Holders is required for any waiver of
compliance with certain provisions of the Indenture or certain defaults
thereunder and their consequences provided for in the Indenture; or (3) modify
any of the provisions of the Indenture relating to modifications and waivers
of defaults and covenants, except to increase any such percentage or to
provide that certain other provisions of the Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Debt Security of
each series affected thereby. (Section 11.02)
A modification which changes or eliminates any covenant or other provision
of the Indenture with respect to one or more particular series of Debt
Securities and Coupons, if any, or which modifies the rights of the Holders of
Debt Securities and Coupons of such series with respect to such covenant or
other provision, shall be deemed not to affect the rights under the Indenture
of the Holders of Debt Securities and Coupons, if any, of any other series.
(Section 11.02)
The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series may on behalf of the Holders of all
the Debt Securities of any such series waive any past default under the
Indenture with respect to such series and its consequences, except a default
(1) in the payment of the principal of (or premium, if any) or interest on any
Debt Security of such series, or in the payment of any sinking fund
installment or analogous obligation with respect to the Debt Securities of
such series; or (2) in respect of a covenant or provision hereof which
pursuant to the second paragraph under "Modification or Waiver" cannot be
modified or amended without the consent of the Holder of each Outstanding Debt
Security of such series affected. Upon any such waiver, such default will
cease to exist, and any Event of Default arising therefrom will be deemed to
have been cured, for every purpose of the Debt Securities of such series under
the Indenture, but no such waiver will extend to any subsequent or other
default or impair any right consequent thereon. (Section 5.13)
The Company may omit in any particular instance to comply with certain
covenants in the Indenture (including, if so specified in the Prospectus
Supplement, any covenant not set forth in the Indenture but specified in the
Prospectus Supplement to be applicable to the Debt Securities of any series,
except as otherwise provided in the Prospectus Supplement, and the covenant
requiring the Company to maintain its corporate existence and the covenants
relating to the limitation upon mortgages and liens and the limitation upon
sale and leaseback transactions) with respect to the Debt Securities of any
series if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Debt Securities of such series
either waive such compliance in such instance or generally waive compliance
with such provisions, but no such waiver may extend to or affect any term,
provision or condition except to the extent expressly so waived, and, until
such waiver becomes effective, the obligations of the Company and the duties
of the Trustee in respect of any such provision will remain in full force and
effect. (Section 12.09)
DISCHARGE, LEGAL DEFEASANCE AND COVENANT DEFEASANCE
The Indenture with respect to the Debt Securities of any series may be
discharged, subject to certain terms and conditions, when (1) either (A) all
Debt Securities and the Coupons, if any, of such series have been delivered to
the Trustee for cancellation, or (B) all Debt Securities and the Coupons, if
any, of such series not theretofore delivered to the Trustee for cancellation
(i) have become due and payable, (ii) will become due and payable at their
Stated Maturity within one year, or (iii) are to be called for redemption
within one year under
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arrangements satisfactory to the Trustee for the giving of notice by the
Trustee, and the Company, in the case of (i), (ii) or (iii) of subclause (B),
has irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust for such purpose an amount in the currency in which such Debt
Securities are denominated sufficient to pay and discharge the entire
indebtedness on such Debt Securities for principal (and premium, if any) and
interest to the date of such deposit (in the case of Debt Securities which
have become due and payable) or to the Stated Maturity or Redemption Date, as
the case may be: provided, however, in the event a petition for relief under
any applicable Federal or state bankruptcy, insolvency or other similar law is
filed with respect to the Company within 91 days after the deposit and the
Trustee is required to return the deposited money to the Company, the
obligations of the Company under the Indenture with respect to such Debt
Securities will not be deemed terminated or discharged; (2) the Company has
paid or caused to be paid all other sums payable under the Indenture by the
Company; and (3) the Company has delivered to the Trustee an officers'
certificate and an opinion of counsel each stating that all conditions
precedent therein provided relating to the satisfaction and discharge of the
Indenture with respect to such series have been complied with. (Section 4.01)
If provision is made for the defeasance of Debt Securities of a series, and
if the Debt Securities of such series are Registered Securities and
denominated and payable only in U.S. dollars, then the provisions of the
Indenture relating to defeasance shall be applicable except as otherwise
specified in the Prospectus Supplement for Debt Securities of such series,
Defeasance provisions, if any, for Debt Securities denominated in a foreign
currency or currencies or for Bearer Securities may be specified in the
Prospectus Supplement. (Section 15.01)
At the Company's option, either (1) the Company shall be deemed to have been
discharged (as defined below under "Certain Definitions") from its obligations
with respect to Debt Securities of any series ("legal defeasance option") or
(2) the Company shall cease to be under any obligation to comply with certain
provisions of the Indenture relating to mergers and consolidations of the
Company and the provisions relating to limitations upon mortgages and liens
and limitations upon sale and leaseback transactions with respect to Debt
Securities of any series (and, if so specified, any other obligation of the
Company or restrictive covenant added for the benefit of such series)
("covenant defeasance option") at any time after the following conditions have
been satisfied: (A) the Company shall have deposited or caused to be deposited
irrevocably with the Trustee as trust funds in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of the Debt
Securities of such series (i) money in an amount, or (ii) U.S. Government
Obligations (as defined below under "Certain Definitions") which through the
payment of interest and principal in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment,
money in an amount, or (iii) a combination of (i) and (ii), sufficient, in the
opinion (with respect to (i) and (ii)) of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge each installment of principal
(including any mandatory sinking fund payments) of and premium, if any, and
interest on, the Outstanding Debt Securities of such series on the dates such
installments of interest or principal and premium are due; (B) such deposit
shall not cause the Trustee with respect to the Debt Securities of that series
to have a conflicting interest with respect to the Debt Securities of any
series; (C) such deposit will not result in a breach or violation of, or
constitute a default under, the Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound; (D) if the Debt
Securities of such series are then listed on any national securities exchange,
the Company shall have delivered to the Trustee an opinion of counsel or a
letter or other document from such exchange to the effect that the Company's
exercise of its legal defeasance option or the covenant defeasance option, as
the case may be, would not cause such Debt Securities to be delisted; (E) no
Event of Default or event (including such deposit) which, with notice or lapse
of time or both, would become an Event of Default with respect to the Debt
Securities of such series shall have occurred and be continuing on the date of
such deposit and, with respect to the legal defeasance option only, no Event
of Default under the provisions of the Indenture relating to certain events of
bankruptcy or insolvency or event which with the giving of notice or lapse of
time, or both, would become an Event of Default under such bankruptcy or
insolvency provisions shall have occurred and be continuing on the 91st day
after such date; and (F) the Company shall have delivered to the Trustee an
opinion of counsel or a ruling of the Internal Revenue Service to the effect
that the Holders of the Debt Securities of such series will not recognize
income, gain or loss for Federal income tax purposes as a result of such
deposit, defeasance or discharge. Notwithstanding the
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foregoing, if the Company exercises its covenant defeasance option and an
Event of Default under the provisions of the Indenture relating to certain
events of bankruptcy or insolvency or event which with the giving of notice or
lapse of time, or both, would become an Event of Default under such bankruptcy
or insolvency provisions shall have occurred and be continuing on the 91st day
after the date of such deposit, the obligations of the Company referred to
under the definition of covenant defeasance option with respect to such Debt
Securities shall be reinstated. (Section 15.05)
PAYMENT AND PAYING AGENTS
If Debt Securities of a series are issuable only as Registered Securities,
the Company will maintain in each Place of Payment for such Debt Securities an
office or agency where such Debt Securities may be presented or surrendered
for payment, where such Debt Securities may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of such Debt Securities and the Indenture may be served. If Debt
Securities of a series are issuable as Bearer Securities, the Company will
maintain (1) in the Borough of Manhattan, the City and State of New York, an
office or agency where any Registered Securities of such series may be
presented or surrendered for payment, where any Registered Securities of such
series may be surrendered for registration of transfer, where Debt Securities
of such series may be surrendered for exchange, where notices and demands to
or upon the Company in respect of such Debt Securities and the Indenture may
be served and where Bearer Securities of such series and related Coupons may
be presented or surrendered for payment in the circumstances described in the
following paragraph (and not otherwise), (2) subject to any laws or
regulations applicable thereto, in a Place of Payment for such series which is
located outside the United States, an office or agency where such Debt
Securities and related Coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on such Debt Securities,
if so provided in such series); provided, however, that if such Debt
Securities are listed on The Stock Exchange of the United Kingdom and the
Republic of Ireland, the Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so require,
the Company will maintain a Paying Agent for such Debt Securities in London,
Luxembourg or any other required city located outside the United States, as
the case may be, so long as such Debt Securities are listed on such exchange,
and (3) subject to any laws or regulations applicable thereto, in a Place of
Payment for such Debt Securities located outside the United States an office
or agency where any Registered Securities of such series may be surrendered
for registration of transfer, where such Debt Securities may be surrendered
for exchange and where notices and demands to or upon the Company in respect
of such Debt Securities and the Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee (in
the case of Registered Securities) and at the principal London office of the
Trustee (in the case of Bearer Securities), and the Company has appointed the
Trustee as its agent to receive all presentations, surrenders, notices and
demands. (Section 12.03)
No payment of principal, premium or interest on Bearer Securities shall be
made at any office or agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, that,
if the Debt Securities of a series are denominated and payable in U.S.
dollars, payment of principal of and any premium and interest on such Debt
Securities, if so provided in the Prospectus Supplement shall be made at the
office of the Company's Paying Agent in the Borough of Manhattan, the City and
State of New York, if (but only if) payment in U.S. dollars of the full amount
of such principal, premium, interest or additional amounts, as the case may
be, at all offices or agencies outside the United States maintained for the
purpose by the Company in accordance with the Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions.
(Section 12.03)
BOOK-ENTRY DEBT SECURITIES
The Debt Securities of a series may be issued in whole or in part in global
form that will be deposited with, or on behalf of, a depositary identified in
the Prospectus Supplement. Global securities may be issued in either
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registered or bearer form and in either temporary or permanent form (each a
"Global Security"). Payments of principal of (premium, if any) and interest on
Debt Securities represented by a Global Security will be made by the Company
to the Trustee and then by the Trustee to the depositary.
The Company anticipates that any Global Securities will be deposited with,
or on behalf of, The Depository Trust Company, New York, New York ("DTC"),
that such Global Securities will be registered in the name of DTC's nominee,
and that the following provisions will apply to the depositary arrangements
with respect to any such Global Securities. Additional or differing terms of
the depositary arrangements will be described in the Prospectus Supplement
relating to a particular series of Debt Securities issued in the form of
Global Securities.
So long as DTC or its nominee is the registered owner of a Global Security,
DTC or its nominee, as the case may be, will be considered the sole Holder of
the Debt Securities represented by such Global Security for all purposes under
the Indenture. Except as provided below, owners of beneficial interests in a
Global Security will not be entitled to have Debt Securities represented by
such Global Security registered in their names, will not receive or be
entitled to receive physical delivery of Debt Securities in certificated form
and will not be considered the owners or Holders thereof under the Indenture.
The laws of some states require that certain purchasers of securities take
physical delivery of such securities in certificated form; accordingly, such
laws may limit the transferability of beneficial interests in a Global
Security.
If DTC is at any time unwilling or unable to continue as depositary, or
ceases to be a clearing agency registered under the Exchange Act, and a
successor depositary is not appointed by the Company within 90 days, the
Company will issue individual Debt Securities in certificated form in exchange
for the Global Securities. In addition, the Company may at any time, and in
its sole discretion, determine not to have any Debt Securities represented by
one or more Global Securities and, in such event, will issue individual Debt
Securities in certificated form in exchange for the relevant Global
Securities. If Registered Securities of any series shall have been issued in
the form of one or more Global Securities and if an Event of Default with
respect to the Debt Securities of such series shall have occurred and be
continuing, the Company will issue individual Debt Securities in certificated
form in exchange for the relevant Global Securities.
The following is based on information furnished by DTC:
DTC will act as securities depositary for Debt Securities represented by one
or more Global Securities. The Debt Securities will be issued as fully-
registered securities registered in the name of Cede & Co. (DTC's partnership
nominee). One fully-registered Global Security will be issued for each issue
of the Debt Securities, each in an aggregate principal amount of such issue,
and will be deposited with DTC. If, however, the aggregate principal amount of
any issue exceeds the maximum principal amount (if any) permitted by DTC, one
Global Security will be issued with respect to such maximum principal amount
and an additional Global Security will be issued with respect to any remaining
principal amount of such issue.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participants ("Participants") deposit with DTC. DTC
also facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
("Direct Participants") include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. DTC is owned
by a number of its Direct Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to DTC's system is also available to others
such as securities brokers and dealers, banks and trust companies that clear
through or maintain a custodial relationship with a Direct Participant, either
directly or indirectly ("Indirect Participants"). The rules applicable to DTC
and its Participants are on file with the Commission.
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Purchases of Debt Securities represented by one or more Global Securities
under DTC's system must be made by or through Direct Participants, which will
receive a credit for the Global Securities on DTC's records. The ownership
interest of each beneficial owner of each Global Security ("Beneficial Owner")
is in turn recorded on the Direct and Indirect Participants' records. A
Beneficial Owner will not receive written confirmation from DTC of its
purchase, but such Beneficial Owner is expected to receive a written
confirmation providing details of such transaction, as well as periodic
statements of its holdings, from the Direct or Indirect Participant through
which such Beneficial Owner entered into such transaction. Transfers of
ownership interests in Global Securities are to be accomplished by entries
made on the books of Participants acting on behalf of the Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Global Securities, except in the event that use of the book-entry
system for one or more Global Securities is discontinued.
To facilitate subsequent transfers, all Global Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Global Securities with DTC and their registration in
the name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Debt Securities; DTC records
reflect only the identify of the Direct Participants to whose accounts Global
Securities are credited, which may or may not be the Beneficial Owners. The
Participants remain responsible for keeping account of their holdings on
behalf of their customers.
Delivery of notices and other communications by DTC to Direct Participants,
by Direct Participants to Indirect Participants, and by Direct Participants
and Indirect Participants to Beneficial Owners are governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the Global
Securities. Under its usual procedures, DTC will mail an "Omnibus Proxy" to
the issuer as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.'s consenting or voting rights to those Direct Participants
to whose accounts the Debt Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the Global Securities will be made to
DTC. DTC's practice is to credit Direct Participants' accounts on the payable
date in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payment on the
payable date. Payments by Participants to Beneficial Owners will be governed
by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such Participant and not of
DTC, the Paying Agent or the Company, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal and
interest to DTC is the responsibility of the Company or the Paying Agent,
disbursement of such payments to Direct Participants is the responsibility of
DTC, and disbursement of such payments to the Beneficial Owners is the
responsibility of Direct and Indirect Participants.
A Beneficial Owner shall give notice to elect to have its Global Securities
purchased or tendered, through its Participant, to the Paying Agent, and shall
effect delivery of such Global Securities by causing the Direct Participant to
transfer the Participant's interest in the Global Securities, on DTC's
records, to the Paying Agent. The requirement for physical delivery of Global
Securities in connection with a demand for purchase or a mandatory purchase
will be deemed satisfied when the ownership rights in the Global Securities
are transferred by Direct Participants on DTC's records.
DTC may discontinue providing its services as securities depositary with
respect to the Debt Securities at any time by giving reasonable notice to the
Company or the Agents. Under such circumstances, in the event that a successor
securities depositary is not appointed within 90 days, certificates
representing Debt Securities will be printed and delivered in exchange for the
Debt Securities represented by the Global Securities held by DTC.
The Company may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depositary). In that event,
certificates representing Debt Securities will be printed and delivered in
exchange for the Debt Securities represented by the Global Securities held by
DTC.
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None of the Company, any underwriter or agent, the Trustee, any applicable
Paying Agent or the registrar of any Debt Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global
Security, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
THE TRUSTEE UNDER THE INDENTURE
The First National Bank of Chicago is one of a number of banks with which
the Company maintains ordinary banking relationships and from which the
Company has obtained credit facilities and lines of credit.
CERTAIN DEFINITIONS
Set forth below is a summary of certain defined terms as used in the
Indenture. Reference is made to the Indenture for the full definition of all
such terms.
"Bearer Security" means any Debt Security (with or without Coupons), which
is payable to bearer and title to which passes by delivery only, but does not
include any Coupons. (Section 1.01)
"Consolidated Stockholders' Equity", at any time, means the total
stockholders' equity of the Company and its consolidated subsidiaries,
determined on a consolidated basis in accordance with generally accepted
accounting principles, as of the end of the most recently completed fiscal
quarter of the Company for which financial information is then available.
(Section 1.01)
"Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Debt Securities of such series and to have satisfied all the obligations under
the Indenture relating to the Debt Securities of such series, except (1) the
rights of Holders of Debt Securities of such series to receive, from the trust
fund described under "Discharge, Legal Defeasance and Covenant Defeasance"
above, payment of the principal of (and premium, if any) and interest on such
Debt Securities when such payments are; (2) the Company's obligations with
respect to the Debt Securities of such series under the provisions relating to
exchanges, transfers and replacement of Debt Securities, the maintenance of an
office or agency of the Company and the defeasance trust fund; (3) the rights,
powers, trusts, duties and immunities of the Trustee thereunder and the
Company's obligation to pay the fees and expenses of the Trustee; and (4) the
provisions of the Indenture relating to defeasance. (Section 15.03)
"Funded Debt" means any indebtedness for money borrowed, created, issued,
incurred, assumed or guaranteed which would, in accordance with generally
accepted accounting practice, be classified as long-term debt, but in any
event including all indebtedness for money borrowed, whether secured or
unsecured, maturing more than one year or extendible at the option of the
obligor to a date more than one year, after the date of determination thereof
(excluding any amount thereof included in current liabilities). (Section 1.01)
"Holder" means, with respect to a Registered Security, the Person in whose
name a Registered Security is registered in the Security Register, and with
respect to a Bearer Security or a Coupon, the bearer thereof. (Section 1.01)
"Indebtedness" means (1) any liability of any Person (A) for borrowed money,
or (B) evidenced by a bond, note, debenture or similar instrument (including
purchase money obligations but excluding trade payables), or (C) for the
payment of money relating to a lease that is required to be classified as a
capitalized lease obligation in accordance with generally accepted accounting
principles, or (D) preferred or preference stock of a Subsidiary of the
Company held by Persons other than the Company or a Subsidiary of the Company;
(2) any liability of others described in the preceding clause (1) that the
Person has guaranteed, that is recourse to such Person or that is otherwise
its legal liability; and (3) any amendment, supplement, modification,
deferral, renewal, extension or refunding of any liability of the types
referred to in clauses (1) and (2) above. (Section 1.01)
"Maturity" when used with respect to any Debt Security means the dare on
which the principal of such Debt Security or an installment of principal
becomes due and payable as provided therein or in the Indenture,
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whether at the Stated Maturity or by declaration of acceleration, call for
redemption, repayment at the option of the Holder thereof, required repurchase
or otherwise. (Section 1.01 )
"Outstanding" when used with respect to Debt Securities, means, as of the
date of determination, all Debt Securities theretofore authenticated and
delivered under the Indenture, except as provided in the Indenture. (Section
1.01)
"Principal Facility" means the real property, fixtures, machinery and
equipment relating to any facility owned by the Company or any Subsidiary,
except any facility that, in the opinion of the Board of Directors, is not of
material importance to the business conducted by the Company and its
Subsidiaries, taken as a whole. (Section 1.01)
"Registered Securities" means any Debt Security in the form established
pursuant to Section 2.01 of the Indenture which is registered as to principal
and interest in the Security Register. (Section 1.01)
"Subsidiary" means any corporation of which at least a majority of the
outstanding stock having by the terms thereof ordinary voting power to elect a
majority of the directors of such corporation, irrespective of whether or not
at the time stock of any other class or classes of such corporation shall have
or might have voting power by reason of the happening of any contingency, is
at the time, directly or indirectly, owned or controlled by the Company or by
one or more Subsidiaries thereof, or by the Company and one or more
Subsidiaries. (Section 1.01)
"U.S. Government Obligations" means securities that are (1) direct
obligations of the United States for the payment of which its full faith and
credit is pledged, or (2) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States the payment of
which is unconditionally guaranteed as a full faith and credit obligation by
the United States, which, in either case under clauses (1) or (2), are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank as custodian with respect to any
such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government Obligation held by such custodian for
the account of the holder of such depository receipt: provided that (except as
required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the U S. Government Obligation or the
specific payment of interest on or principal of the U.S. Government Obligation
evidenced by such depository receipt. (Section 15.05)
"Wholly-Owned Subsidiary" means a Subsidiary of which all of the outstanding
voting stock (other than directors' qualifying shares) is at the time,
directly or indirectly, owned by the Company, or by one or more Wholly-Owned
Subsidiaries of the Company or by the Company and one or more Wholly-Owned
Subsidiaries. (Section 1.01)
DESCRIPTION OF CAPITAL STOCK
As of the date of this Prospectus, the Company's authorized capital stock
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 $0.01 per share. As of
December 31, 1997, approximately 142,608,916 shares of Common Stock were
issued and outstanding. No shares of Preferred Stock are currently
outstanding. The following summary description of the capital stock of the
Company does not purport to be complete and is qualified in its entirety by
reference to the Company's Amended and Restated Articles of Incorporation (the
"Articles of Incorporation"), its Bylaws and Georgia corporate law. See
"Available Information."
COMMON STOCK
Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of shareholders and do not have cumulative voting
rights. Any director standing for election may be elected by
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holders of a plurality of the shares of Common Stock entitled to vote at a
meeting of shareholders at which the holders of a majority of the outstanding
shares of Common Stock are present, in person or by proxy. Holders of Common
Stock are entitled to receive ratably such dividends, if any, as may be
declared by the Board of Directors out of funds legally available therefor,
subject to any preferential dividend rights of outstanding Preferred Stock and
certain dividend limitations contained in the Company's outstanding senior
promissory notes. Upon the liquidation, dissolution or winding up of the
Company, the holders of Common Stock are entitled to receive ratably the net
assets of the Company available after the payment of all debts and other
liabilities and subject to the prior rights of any outstanding Preferred
Stock. Holders of Common Stock have no preemptive, subscription, redemption or
conversion rights. All outstanding shares of Common Stock are duly authorized,
validly issued, fully paid and nonassessable. The rights, preferences and
privileges of holders of Common Stock are subject to, and may be adversely
affected by, the rights of the holders of shares of any series of Preferred
Stock which the Company may designate and issue in the future.
STOCK PURCHASE RIGHTS
Shares of Common Stock have attached to them certain Common Stock purchase
rights ("Rights") pursuant to a Rights Agreement dated as of October 25, 1995,
between the Company and SunTrust Bank, Atlanta, Georgia, as agent. A Right
entitles the registered holder to purchase from the Company one share of
Common Stock at a price of $92.50 (subject to adjustment to prevent dilution).
Rights become exercisable after the close of business on the tenth calendar
day following the earliest to occur of the following events: (1) a public
announcement that someone (or group) has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the outstanding Common Stock
(an "Acquiring Person"), (2) the commencement of a tender offer or exchange
offer by someone (or group) that would result in the level of ownership
described in (1) above, and (3) the first date of public announcement of a
"Flip-in Event" or "Flip-over Event" as described in the Company's
Registration Statement on Form 8-A, dated November 2, 1995, including any
amendments thereto. The Rights expire on November 6, 2005.
Under certain circumstances, including within certain time periods, the
Company may exchange one share of Common Stock for each Right, subject to
adjustment, and it may redeem the Rights for $0.01 each.
The Rights have anti-takeover effects. They will cause substantial dilution
to a person or group that attempts to acquire the Company on terms not
approved by the Board of Directors, except pursuant to an offer conditioned on
a substantial number of Rights being acquired. The Rights should not interfere
with any merger or other business combination approved by the Board of
Directors, because (subject to limitations) the Rights may be redeemed by the
Company prior to the time the Rights would otherwise become exercisable, or if
later, the time that a person or group has become an Acquiring Person.
PREFERRED STOCK
Under its Articles of Incorporation, the Company is authorized to issue up
to 10,000,000 shares of Preferred Stock, par value $0.01 per share. There are
no restrictions in the Articles of Incorporation on the repurchase or
redemption of shares of Preferred Stock. Preferred Stock may be issued from
time to time by the Board of Directors of the Company, without shareholder
approval, in such series and with such preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption, 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 holders of Preferred Stock will not be entitled to vote on any
matter separately as a class, except to the extent specified with respect to
each series with respect to any amendment or alteration of the provisions of
the Articles of Incorporation that would adversely effect the powers,
preferences, or special rights of the applicable series of Preferred Stock.
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
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value of the Common Stock. In addition, 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 shareholder 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 shareholders 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.
The specific terms of any Preferred Stock being offered (the "Offered
Preferred Stock") will be described in the Prospectus Supplement relating to
such Offered Preferred Stock. The following summaries of certain provisions of
the Preferred Stock are subject to, and are qualified in their entirety by
reference to, the Articles of Incorporation and the Certificate of Designation
relating to the particular class or series of Preferred Stock. Reference is
made to the Prospectus Supplement relating to the Offered Preferred Stock
offered thereby for specific terms, including:
(1) The designation of such Preferred Stock.
(2) The number of shares of such Preferred Stock offered, the liquidation
preference per share and the initial offering price of such Preferred
Stock.
(3) The dividend rate(s), period(s) and/or payment date(s) or method(s) of
calculation thereof applicable to such Preferred Stock.
(4) The date from which dividends on such Preferred Stock shall accumulate,
if applicable.
(5) The procedures for any auction and remarketing, if any, of such
Preferred Stock.
(6) The provisions for a sinking fund, if any, for such Preferred Stock.
(7) The provisions for redemption, if applicable, of such Preferred Stock.
(8) Any listing of such Preferred Stock on any securities exchange.
(9) The terms and conditions, if applicable, upon which such Preferred
Stock will be convertible into or exchangeable for Common Stock, and
whether at the option of the holder thereof or the Company.
(10) Whether such Preferred Stock will rank senior or junior to or on a
parity with any other class or series of Preferred Stock.
(11) The voting rights, if any, of such Preferred Stock.
(12) Any other specific terms, preferences, rights, limitations or
restrictions of such Preferred Stock.
(13) A discussion of Federal income tax considerations applicable to such
Preferred Stock.
CERTAIN PROVISIONS OF THE ARTICLES OF INCORPORATION AND BYLAWS
Pursuant to the Company's Articles of Incorporation, 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.
Under the Articles of Incorporation, the Board of Directors has the right to
make, alter, amend, change, add to or repeal the Company's Bylaws and the
right (which, to the extent exercised, is exclusive) to establish the rights,
powers, duties, rules and procedures that from time to time shall govern the
Board of Directors and each of its members, including without limitation, the
vote required for any action by the Board of Directors, and that
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from time to time shall affect the directors' powers to manage the business
and affairs of the Company. No Bylaw may be adopted by the shareholders that
would impair or impede the implementation of the foregoing.
The affirmative vote of not less than two-thirds (2/3) of the votes entitled
to be cast by the holders of all then outstanding shares of voting stock of
the Company, voting together as a single class, is required to make, alter,
amend, change, add to or repeal any provision of the Articles of Incorporation
or Bylaws that would be inconsistent with the foregoing governance provisions,
unless a majority of the Board of Directors has recommended such a change.
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 provision may be to
discourage a third party from making a partial tender offer or otherwise
attempting 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.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is SunTrust Bank,
Atlanta, Georgia.
DESCRIPTION OF DEPOSITARY SHARES
The Company may issue receipts ("Depositary Receipts") for Depositary
Shares, each of which will represent a fractional interest of a share of a
particular series of Preferred Stock, as specified in the applicable
Prospectus Supplement. Shares of Preferred Stock of each series represented by
Depositary Shares will be deposited under a separate Deposit Agreement (each,
a "Deposit Agreement") among the Company, the depositary named therein (the
"Preferred Stock Depositary") and the holders from time to time of the
Depositary Receipts.
GENERAL
Subject to the terms of the Depositary Agreement, each owner of a Depositary
Receipt will be entitled, in proportion to the fractional interest of a share
of a particular series of Preferred Stock represented by the Depositary Shares
evidenced by such Depositary Receipt, to all the rights and preferences of the
Preferred stock represented by such Depositary Shares (including dividend,
voting, conversion, redemption and liquidation rights). The Depositary Shares
will be evidenced by Depositary Receipts issued pursuant to the applicable
Deposit Agreement. Immediately following the issuance and delivery of the
Preferred Stock by the Company to the Preferred Stock Depositary, the Company
will cause the Preferred Stock Depositary to issue, on behalf of the Company,
the Depositary Receipts. Copies of the applicable form of Deposit Agreement
and Depositary Receipt may be obtained from the Company upon request, and the
statements made hereunder relating to the Deposit Agreement and the Depositary
Receipts to be issued thereunder are summaries of certain provisions thereof
and do not purport to be complete and are subject to, and qualified in their
entirety by reference to, all of the provisions of the applicable Deposit
Agreement and related Depositary Receipts.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Preferred Stock Depositary will distribute all cash dividends or other
cash distributions received in respect of the Preferred Stock to the record
holders of Depositary Receipts evidencing the related Depositary Shares in
proportion to the number of such Depositary Receipts owned by such holders,
subject to certain obligations of holders to file proofs, certificates and
other information and to pay certain charges and expenses to the Preferred
Stock Depositary.
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In the event of a distribution other than in cash, the Preferred Stock
Depositary will distribute property received by it to the record holders of
Depositary Receipts entitled thereto, subject to certain obligations of
holders to file proofs, certificates and other information and to pay certain
charges and expenses to the Preferred Stock Depositary, unless the Preferred
Stock Depositary determines that it is not feasible to make such distribution,
in which case the Preferred Stock Depositary may, with the approval of the
Company, sell such property and distribute the net proceeds from such sale to
such holders.
No distribution will be made in respect of any Depositary Share to the
extent that it represents any Preferred Stock converted into other securities.
WITHDRAWAL OF STOCK
Upon surrender of the Depositary Receipts at the corporate trust office of
the Preferred Stock Depositary (unless the related Depositary Shares have
previously been called for redemption or converted into other securities), the
holders thereof will be entitled to delivery at such office, to or upon such
holder's order, of the number of whole or fractional shares of the Preferred
Stock and any money or other property represented by the Depositary Shares
evidenced by such Depositary Receipts. Holders of Depositary Receipts will be
entitled to receive whole or fractional shares of the related Preferred Stock
on the basis of the proportion of Preferred Stock represented by such
Depositary Share as specified in the applicable Prospectus Supplement, but
holders of such shares of Preferred Stock will not thereafter be entitled to
receive Depositary Shares therefor. If the Depositary Receipts delivered by
the holder evidence a number of Depositary Shares in excess of the number of
Depositary Shares representing the number of shares of Preferred Stock to be
withdrawn, the Preferred Stock Depositary will deliver to such holder at the
same time a new Depositary Receipt evidencing such excess number of Depositary
Shares.
REDEMPTION OF DEPOSITARY SHARES
Whenever the Company redeems shares of Preferred Stock held by the Preferred
Stock Depositary, the Preferred Stock Depositary will redeem as of the same
redemption date the number of Depositary Shares representing shares of the
Preferred Stock so redeemed, provided the Company shall have paid in full to
the Preferred Stock Depositary the redemption price of the Preferred Stock to
be redeemed plus an amount equal to any accrued and unpaid dividends thereon
to the date fixed for redemption. The redemption price per Depositary Share
will be equal to the corresponding proportion of the redemption price and any
other amounts per share payable with respect to the Preferred Stock. If fewer
than all the Depositary Shares are to be redeemed, the Depositary Shares to be
redeemed will be selected pro rata (as nearly as may be practicable without
creating fractional Depositary Shares) or by any other equitable method
determined by the Company.
From and after the date fixed for redemption, all dividends in respect of
the shares of Preferred Stock so called for redemption will cease to accrue,
the Depositary Shares so called for redemption will no longer be deemed to be
outstanding and all rights of the holders of the Depositary Receipts
evidencing the Depositary Shares so called for redemption will cease, except
the right to receive any moneys payable upon such redemption and any money or
other property to which the holders of such Depositary Receipts were entitled
upon such redemption and surrender thereof to the Preferred Stock Depositary.
VOTING OF THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the Preferred
Stock are entitled to vote, the Preferred Stock Depositary will mail the
information contained in such notice of meeting to the record holders of the
Depositary Receipts evidencing the Depositary Shares which represent such
Preferred Stock. Each record holder of Depositary Receipts evidencing
Depositary Shares on the record date (which will be the same date as the
record date for the Preferred Stock) will be entitled to instruct the
Preferred Stock Depositary as to the exercise of the voting rights pertaining
to the amount of Preferred Stock represented by such holder's Depositary
Shares. The Preferred Stock Depositary will vote the amount of Preferred Stock
represented by such Depositary
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Shares in accordance with such instructions, and the Company will agree to
take all reasonable action which may be deemed necessary by the Preferred
Stock Depositary in order to enable the Preferred Stock Depositary to do so.
The Preferred Stock Depositary will abstain from voting the amount of
Preferred Stock represented by such Depositary Shares to the extent it does
not receive specific instructions from the holders of Depositary Receipts
evidencing such Depositary Shares. The Preferred Stock Depositary shall not be
responsible for any failure to carry out any instruction to vote, or for the
manner or effect of any such vote made, as long as such action or non-action
is in good faith and does not result from negligence or willful misconduct of
the Preferred Stock Depositary.
LIQUIDATION PREFERENCE
In the event of the liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, the holders of each Depositary Receipt will
be entitled to the fraction of the liquidation preference accorded each share
of Preferred Stock represented by the Depositary Shares evidenced by such
Depositary Receipt, as set forth in the applicable Prospectus Supplement.
CONVERSION OF PREFERRED STOCK
The Depositary Shares, as such, are not convertible into Common Stock or any
other securities or property of the Company. Nevertheless, if so specified in
the applicable Prospectus Supplement relating to an offering of Depositary
Shares, the Depositary Receipts may be surrendered by holders thereof to the
Preferred Stock Depositary with written instructions to the Preferred Stock
Depositary to instruct the Company to cause conversion of the Preferred Stock
represented by the Depositary Shares evidenced by such Depositary Receipts
into whole shares of Common Stock, other shares of Preferred Stock of the
Company or other shares of stock, and the Company has agreed that upon receipt
of such instructions and any amounts payable in respect thereof, it will cause
the conversion thereof utilizing the same procedures as those provided for
delivery of Preferred Stock to effect such conversion. If the Depositary
Shares evidenced by a Depositary Receipt are to be converted in part only, a
new Depositary Receipt or Receipts will be issued for any Depositary Shares
not to be converted. No fractional shares of Common Stock will be issued upon
conversion, and if such conversion would result in a fractional share being
issued, an amount will be paid in cash by the Company equal to the value of
the fractional interest based upon the closing price of the Common Stock on
the last business day prior to the conversion.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares which
represent the Preferred Stock and any provision of the Deposit Agreement may
at any time be amended by agreement between the Company and the Preferred
Stock Depositary. However, any amendment that materially and adversely alters
the rights of the holders of Depositary Receipts or that would be materially
and adversely inconsistent with the rights granted to the holders of the
related Preferred Stock will not be effective unless such amendment has been
approved by the existing holders of at least sixty-six and two-thirds percent
(66%) of the Depositary Shares evidenced by the Depositary Receipts then
outstanding. No amendment shall impair the right, subject to certain
exceptions in the Depositary Agreement, of any holder of Depositary Receipts
to surrender any Depositary Receipt with instructions to deliver to the holder
the related Preferred Stock and all money and other property, if any,
represented thereby, except in order to comply with law. Every holder of an
outstanding Depositary Receipt at the time any such amendment becomes
effective shall be deemed, by continuing to hold such Receipt, to consent and
agree to such amendment and to be bound by the Deposit Agreement as amended
thereby.
The Deposit Agreement may be terminated by the Company upon not less than 30
days' prior written notice to the Preferred Stock Depositary if the holders of
a majority of each series of Preferred Stock affected by such termination
consents to such termination, whereupon the Preferred Stock Depositary shall
deliver or make available to each holder of Depositary Receipts, upon
surrender of the Depositary Receipts held by such holder, such number of whole
or fractional shares of Preferred Stock as are represented by the Depositary
Shares evidenced by such Depositary Receipts together with any other property
held by the Preferred Stock Depositary
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with respect to such Depositary Receipts. In addition, the Deposit Agreement
will automatically terminate if (i) all outstanding Depositary Shares shall
have been redeemed, (ii) there shall have been a final distribution in respect
of the related Preferred Stock in connection with any liquidation, dissolution
or winding up of the Company and such distribution shall have been distributed
to the holders of Depositary Receipts evidencing the Depositary Shares
representing such Preferred Stock or (iii) each share of the related Preferred
Stock shall have been converted into securities of the Company not so
represented by Depositary Shares.
CHARGES OF PREFERRED STOCK DEPOSITARY
The Company will pay all transfer and other taxes and governmental charges
arising solely from the existence of the Deposit Agreement. In addition, the
Company will pay the fees and expenses of the Preferred Stock Depositary in
connection with the performance of its duties under the Deposit Agreement.
However, holders of Depositary Receipts will pay the fees and expenses of the
Preferred Stock Depositary for any duties requested by such holders to be
performed which are outside of those expressly provided for in the Deposit
Agreement.
RESIGNATION AND REMOVAL OF PREFERRED STOCK DEPOSITARY
The Preferred Stock Depositary may resign at any time by delivering to the
Company notice of its election to do so, and the Company may at any time
remove the Preferred Stock Depositary, any such resignation or removal to take
effect upon the appointment of a successor Preferred Stock Depositary. A
successor Preferred Stock Depositary must be appointed within 60 days after
delivery of the notice of resignation or removal and must be a bank or trust
company having its principal office in the United States and having a combined
capital and surplus of at least $50,000,000.
MISCELLANEOUS
The Preferred Stock Depositary will forward to holders of Depositary
Receipts any reports and communications from the Company which are received by
the Preferred Stock Depositary with respect to the related Preferred Stock.
Neither the Preferred Stock Depositary nor the Company will be liable if it
is prevented from or delayed in, performing its obligations under the Deposit
Agreement, by law or any circumstances beyond its control. The obligations of
the Company and the Preferred Stock Depositary under the Deposit Agreement
will be limited to performing their duties thereunder in good faith and
without negligence (in the case of any action or inaction in the voting of
Preferred Stock represented by the Depositary Shares), gross negligence or
willful misconduct, and the Company and the Preferred Stock Depositary will
not be obligated to prosecute or defend any legal proceeding in respect of any
Depositary Receipts, Depositary Shares or shares of Preferred Stock
represented thereby unless satisfactory indemnity is furnished. The Company
and the Preferred Stock Depositary may rely on written advice of counsel or
accountants, or information provided by persons presenting shares of Preferred
Stock represented thereby for deposit, holders of Depositary Receipts or other
persons believed in good faith to be competent to give such information, and
on documents believed in good faith to be genuine and signed by a proper
party.
In the event the Preferred Stock Depositary shall receive conflicting
claims, requests or instructions from any holders of Depositary Receipts, on
the one hand, and the Company, on the other hand, the Preferred Stock
Depositary shall be entitled to act on such claims, requests or instructions
received from the Company.
DESCRIPTION OF WARRANTS
The Company may issue warrants to purchase Debt Securities (the "Debt
Warrants"), Preferred Stock (the "Preferred Stock Warrants"), Depositary
Shares (the "Depositary Shares Warrants") or Common Stock (the
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<PAGE>
"Common Stock Warrants," collectively with the Debt Warrants, the Preferred
Stock Warrants and the Depositary Shares Warrants (the "Warrants"). Warrants
may be issued independently or together with any Offered Securities (as
defined under "Plan of Distribution") and may be attached to or separate from
such Offered Securities. The Warrants are to be issued under warrant
agreements (each a "Warrant Agreement") to be entered into between the Company
and a bank or trust company, as warrant agent (the "Warrant Agent"), all as
shall be set forth in the Prospectus Supplement relating to the Warrants being
offered pursuant thereto.
DEBT WARRANTS
The applicable Prospectus Supplement will describe the terms of Debt
Warrants offered thereby, the Warrant Agreement relating to such Debt Warrants
and the Debt Warrant certificates representing such Debt Warrants, including
the following: (i) the title of such Debt Warrants; (ii) the aggregate number
of such Debt Warrants; (iii) the price or prices at which such Debt Warrants
will be issued; (iv) the designation, aggregate principal amount and terms of
the Debt Securities purchasable upon exercise of such Debt Warrants, the
exercise price and the procedures, terms, limitations and conditions relating
to the exercise of such Debt Warrants; (v) the designation and terms of any
related Debt Securities with which such Debt Warrants are issued, and the
number of such Debt Warrants issued with each such Debt Security; (vi) the
date, if any, on and after which such Debt Warrants and the related Debt
Securities will be separately transferable; (vii) the date on which the right
to exercise such Debt Warrants shall commence, and the date on which such
right shall expire; (viii) the maximum or minimum number of such Debt Warrants
which may be exercised at any time; (ix) a discussion of the material United
States Federal income tax considerations applicable to such Debt Warrants; and
(x) any other terms of such Debt Warrants.
Debt Warrant certificates will be exchangeable for new Debt Warrant
certificates of different denominations, and Debt Warrants may be exercised at
the corporate trust office of the Warrant Agent or any other office indicated
in the applicable Prospectus Supplement. Prior to the exercise of their Debt
Warrants, holders of Debt Warrants will not have any of the rights of holders
of the Debt Securities purchasable upon such exercise and will not be entitled
to payments of principal of (or premium, if any) or interest, if any, on the
Debt Securities purchasable upon such exercise.
OTHER WARRANTS
The applicable Prospectus Supplement will describe the following terms of
Preferred Stock Warrants, Depositary Shares Warrants and Common Stock Warrants
in respect of which this Prospectus is being delivered: (i) the title of such
Warrants; (ii) the Securities for which such Warrants are exercisable;
(iii) the price or prices at which such Warrants will be issued; (iv) the
number of such Warrants issued with each share of Preferred Stock, Common
Stock or Depositary Share; (v) any provisions for adjustment of the number or
amount of shares of Preferred Stock, Common Stock or Depositary Shares
receivable upon exercise of such Warrants or the exercise price of such
Warrants; (vi) if applicable, the date on and after which such Warrants and
the related Preferred Stock, Common Stock or Depositary Shares will be
separately transferable; (vii) if applicable, a discussion of the material
United States Federal income tax considerations applicable to such Warrants;
(viii) any other terms of such Warrants, including terms, procedures and
limitations relating to the exchange and exercise of such Warrants; (ix) the
date on which the right to exercise such Warrants shall commence, and the date
on which such right shall expire; (x) the maximum or minimum number of such
Warrants which may be exercised at any time; and (xi) any other terms of such
Warrants.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder of Warrants to purchase for cash such
principal amount of Debt Securities or shares of Preferred Stock, Common Stock
or Depositary Shares at such exercise price as shall in each case be set forth
in, or be determinable as set forth in, the Prospectus Supplement relating to
the Warrants offered thereby. Warrants may be exercised at any time up to the
close of business on the expiration date set
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forth in the Prospectus Supplement relating to the Warrants offered thereby.
After the close of business on the expiration date, unexercised Warrants will
become void.
Warrants may be exercised as set forth in the Prospectus Supplement relating
to the Warrants offered thereby. Upon receipt of payment and the Warrant
certificate properly completed and duly executed at the corporate trust office
of the Warrant Agent or any other office indicated in the Prospectus
Supplement, the Company will, as soon as practicable, forward the Debt
Securities, Depositary Shares or shares of Preferred Stock or Common Stock
purchasable upon such exercise. If less than all of the Warrants represented
by such Warrant certificate are exercised, a new Warrant certificate will be
issued for the remaining Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Securities in and/or outside the United States: (i)
through underwriters or dealers, (ii) directly to a limited number of
purchasers or to a single purchaser or (iii) through agents. The Prospectus
Supplement with respect to the Securities being offered (the "Offered
Securities") will set forth the terms of the offering of the Offered
Securities, including the name or names of any underwriters or agents, the
purchase price of the Offered Securities and net proceeds to the Company from
such sale, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
If underwriters are used in the sale, the Offered Securities will be
acquired by the underwriters for their own accounts and may be resold from
time to time in one or more transactions, at a fixed public offering price or
at varying prices determined at the time of sale. The Securities may be
offered to the public either through underwriting syndicates represented by
one or more managing underwriters or directly by one or more underwriters. The
underwriter or underwriters with respect to a particular underwritten offering
of Securities, or, if any underwriting syndicate is used, the managing
underwriter or underwriters, will be set forth on the cover of the applicable
Prospectus Supplement. Unless otherwise set forth in the Prospectus Supplement
relating thereto, the obligations of the underwriters to purchase the Offered
Securities will be subject to conditions precedent and the underwriters will
be obligated to purchase all of the Offered Securities if any are purchased.
If dealers are utilized in the sale of Offered Securities in respect of
which this Prospectus is delivered, and if so specified in the applicable
Prospectus Supplement, the Company will sell such Offered Securities to the
dealers as principals. The dealers may then resell such Offered Securities to
the public at varying prices to be determined by such dealers at the time of
resale. The names of the dealers and the terms of the transaction will be set
forth in the applicable Prospectus Supplement.
The Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer
or sale of the Offered Securities in respect to which this Prospectus is
delivered will be named, and any commissions payable by the Company to such
agent will be set forth, in the Prospectus Supplement.
Underwriters, dealers and agents may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which the underwriters, dealers or
agents may be required to make in respect thereof. Underwriters, dealers and
agents may be customers of, may engage in transactions with, or perform
services for, the Company in the ordinary course of business.
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<PAGE>
LEGAL MATTERS
The legality of the Securities offered hereby will be passed upon for the
Company by Kilpatrick Stockton LLP, Atlanta, Georgia, counsel to the Company
and for any underwriters or agents by Simpson Thacher & Bartlett, New York,
New York.
EXPERTS
The consolidated financial statements and schedule of the Company appearing
in the Company's Annual Report on Form 10-K for the year ended December 31,
1996 have been audited by Arthur Andersen LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements and schedule are, and
audited financial statements to be included in subsequently filed documents
will be, incorporated herein by reference in reliance upon the reports of such
auditors pertaining to such financial statements (to the extent covered by
consents filed with the Commission) given upon the authority of such firm as
experts in accounting and auditing.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED IN THIS PROSPECTUS SUP-
PLEMENT OR THE ACCOMPANYING PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OF-
FER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THOSE TO WHICH THEY RELATE, OR AN OFFER OR SOLICITATION WITH RESPECT TO THOSE
SECURITIES TO WHICH THEY RELATE TO ANY PERSONS IN ANY JURISDICTION WHERE SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF
OR THAT THE INFORMATION CONTAINED OR INCORPORATED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PROSPECTUS SUPPLEMENT
Note Regarding Forward-Looking Statements.................................. S-2
The Company................................................................ S-3
Ratio of Earnings to Fixed Charges......................................... S-5
Use of Proceeds............................................................ S-5
Selected Consolidated Financial Data....................................... S-6
Capitalization............................................................. S-7
Description of Debentures.................................................. S-8
Underwriting............................................................... S-12
Legal Matters.............................................................. S-13
Experts.................................................................... S-13
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Information by Reference.......................... 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Ratio of Earnings to Fixed Charges......................................... 3
Description of Debt Securities............................................. 4
Description of Capital Stock............................................... 16
Description of Depositary Shares........................................... 19
Description of Warrants.................................................... 22
Plan of Distribution....................................................... 24
Legal Matters.............................................................. 25
Experts.................................................................... 25
</TABLE>
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$150,000,000
LOGO
OF EQUIFAX APPEARS HERE
6.90% DEBENTURES DUE 2028
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PROSPECTUS SUPPLEMENT
AND PROSPECTUS
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BEAR, STEARNS & CO. INC.
BANCAMERICA ROBERTSON STEPHENS
CITICORP SECURITIES, INC.
FIRST CHICAGO CAPITAL MARKETS, INC.
NATIONSBANC MONTGOMERY
SECURITIES LLC
June 26, 1998
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