Rule 424(b)(3)and(c)
File No. 33-92876
PROSPECTUS SUPPLEMENT, dated January 22, 1997
(to Prospectus dated May 15, 1996)
EQUITY CORPORATION INTERNATIONAL
This Prospectus Supplement amends and supplements the Prospectus dated
May 15, 1996 of Equity Corporation International (the "Company" or "ECI")
included in the Company's Registration Statement (No. 33-92876) covering shares
of the Company's Common Stock which may be offered and issued from time to time
by the Company in connection with its acquisition of the securities and assets
of other businesses.
1. Sale of ECI Common Stock by Service Corporation International. The
Risk Factors captioned "Control by Principal Stockholder" and "Potential
Conflicts of Interest with SCI" are hereby modified to include the following
related information:
Pursuant to a Registration Statement (No. 333-17873) filed by
the Company with the Securities and Exchange Commission, all of the
shares of ECI Common Stock currently owned by Service Corporation
International ("SCI") are being offered for sale by SCI in firm
underwriting (the "Offering"). Following the sale of the shares of ECI
Common Stock pursuant to the Offering, SCI will not own any shares of
ECI Common Stock. T. Craig Benson, who is currently the Vice President
International Corporate Development of SCI, resigned as a director of
the Company in December 1996.
2. Federal Trade Commission Consent Orders. The information related to
SCI's Federal Trade Commission Consent Orders set forth in the Risk Factor
captioned "Federal Trade Commission Consent Orders" and under the caption
"Business -- Legal Proceedings" contained in the Company's Annual Report on Form
10-K for the year ended December 31, 1995 incorporated by reference into the
Prospectus is hereby replaced by the following information:
SCI is subject to five Consent Orders (the "Consent Orders")
issued by the FTC, pursuant to which SCI and its subsidiaries are
prohibited for certain specified periods from acquiring existing
funeral homes, cemeteries and cremation facilities in specified market
areas without giving prior notice to the FTC. The Consent Orders
prohibit SCI and its subsidiaries from acquiring existing (i) funeral
homes in Waycross, Gainesville and Rome, Georgia and Fort Smith,
Arkansas and surrounding areas until October 2001, (ii) funeral homes
in certain portions of San Bernardino and Riverside Counties,
California until February 2002, (iii) funeral homes in Chattanooga and
Soddy Daisy, Tennessee and La Fayette and Savannah, Georgia and
surrounding areas until June 2004, and (iv) funeral homes and
cemeteries in Jackson County, Oregon until June 2005, (v) funeral
homes, cemeteries and cremation facilities in Amarillo, Texas until
April 2006, (vi) funeral homes and cemeteries in Brevard County,
Florida until April 2006 and (vii) funeral homes in Lee County, Florida
until April 2006 without giving prior notice to the FTC. Because of the
extent of SCI's beneficial ownership of Common Stock, acquisitions by
the Company of funeral homes, cemeteries and cremation facilities in
the covered market areas without giving prior notice to the FTC might
result in a violation of such Consent Orders. Management believes that
compliance with such Consent Orders, if required, will not materially
adversely affect the Company's funeral home and cemetery acquisition
program. After the Offering, SCI will not own any Common Stock of the
Company and, therefore, any acquisition by the Company in such areas
should not result in a violation of the Consent Orders.
3. Share and Per-Share Data. The share and per share data contained in
the Prospectus does not reflect adjustments for a 3-for-2 stock split of ECI
Common Stock in October 1996. All share and per share data contained in the
Prospectus and incorporated by reference should be adjusted accordingly.
