As filed with Securities and Exchange Commission on June 12, 1997
Registration No. 33-92876
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EQUITY CORPORATION INTERNATIONAL
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 7261 75-2521142
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
W. Cardon Gerner
415 South First Street, Suite 210 Senior Vice President - Chief Financial Officer
Lufkin, Texas 75901 415 South First Street, Suite 210
(409) 634-1033 Lufkin, Texas 75901
(409) 634-1033
(Address, including zip code, and telephone number, (Name, address, including zip code, and telephone number,
including area code, of registrant's principal including area code, of agent for service)
executive offices)
</TABLE>
---------------------------
Copy to:
William N. Finnegan, IV
Andrews & Kurth L.L.P.
4200 Texas Commerce Tower
Houston, Texas 77002
---------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: From time to time after this registration statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.|_|
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Amount to Offering Price Aggregate Amount of
Title of Securities to be Registered be Registered (1) Per Share Offering Price Registration Fee (2)
- ---------------------------------------------- ------------------ -------------------- ------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share(3) 1,349,709 Shares n.a. n.a. Previously paid
============================================== ================== ==================== =================== ====================
</TABLE>
(1) This registration statement as originally filed with the Securities and
Exchange Commission covered 1,000,000 shares of Common Stock, par value
$.01 per share ("Common Stock") offered by the Company and 45,325 shares of
Common Stock offered by a Selling Stockholder. In Post-Effective Amendment
No. 2, the 45,325 shares offered by the Selling Stockholder were removed
from this registration statement. Pursuant to Rule 416(b) under the
Securities Act of 1933, as amended (the "Act"), the number of shares of
Common Stock covered by this registration statement also includes 349,709
additional shares of Common Stock represented by the dividend of .5 shares
of Common Stock per issued and outstanding share of Common Stock payable on
October 2, 1996 to stockholders of record on September 23, 1996 applied to
the 699,419 shares of Common Stock unissued under this registration
statement as of the date hereof.
(2) The initial filing fee was paid in connection with the original filing of
this registration statement. Pursuant to Rule 416, no additional filing fee
is required.
(3) Includes preferred share purchase rights associated with the Common Stock.
No separate fee is payable in respect of the registration of such preferred
share purchase rights.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
EXPLANATORY NOTES
Equity Corporation International (the "Company") has previously
registered 1,000,000 shares of its common stock, par value $.01 per share
("Common Stock"), on Form S-4 (Registration No. 33-92876) (the "Registration
Statement"), of which 300,581 shares of Common Stock have been issued and sold,
and 699,419 remain unissued, as of the date hereof pursuant to this Registration
Statement. This Post-Effective Amendment No. 3 to the Registration Statement
("Post-Effective Amendment No. 3") is filed in accordance with Rule 416(b) under
the Securities Act of 1933, as amended, in part to reflect an increase in the
number of shares of Common Stock registered. Pursuant to said Rule 416(b), the
Registration Statement is deemed to cover an additional 349,709 shares of Common
Stock (for an aggregate of 1,049,128 shares of Common Stock remaining unsold as
of the date this Registration Statement is filed) resulting from the dividend of
.5 shares of Common Stock per each issued and outstanding share of Common Stock
paid on October 2, 1996 to stockholders of record on September 23, 1996. This
Post-Effective Amendment No. 3, which also generally updates the information
contained in the Company Prospectus and the Selling Stockholders Prospectus (as
defined below) included in the Registration Statement, is filed prior to the
offering of such additional shares of Common Stock.
In addition, this Post-Effective Amendment No. 3 is filed to reflect
the change in listing of the Company's Common Stock from The Nasdaq National
Market to the New York Stock Exchange, and the corresponding filing of
Registration Statements on Form 8-A (File No. 1-13017) to register the Common
Stock and associated preferred share purchase rights pursuant to Section 12(b)
of the Securities Exchange Act of 1934, as amended.
The Registration Statement contains two forms of prospectus: one to be
used by the Company in connection with the issuance and sale from time to time
by the Company of shares of Common Stock in connection with its acquisition of
the securities and assets of other businesses (the "Company Prospectus") and one
to be used principally by persons who have received shares of Common Stock of
the Company in connection with acquisitions by the Company of securities or
assets held by such persons, or their transferees, and who wish to offer and
sell such shares in transactions in which they and any broker-dealer through
whom such shares are sold may be deemed to be Underwriters within the meaning of
the Securities Act of 1933, as amended (the "Selling Stockholders Prospectus").
The Company Prospectus and the Selling Stockholders Prospectus will be identical
in all respects except that they will contain different front and back cover
pages and the Selling Stockholders Prospectus will contain an additional section
under the caption "Manner of Offering." The Company Prospectus is included
herein and is followed by those pages to be used in the Selling Stockholders
Prospectus which differ from, or are in addition to, those in the Company
Prospectus. Each of the alternate or additional pages for the Selling
Stockholders Prospectus included herein has been labeled "Alternate Page for
Selling Stockholders Prospectus." If required pursuant to Rule 424(b) of the
General Rules and Regulations and Rule 101(a) of Regulation S-T under the
Securities Act of 1933, as amended, copies of each of the prospectuses in the
forms in which they are used after this Post-Effective Amendment No. 3 becomes
effective will be filed in electronic format with the Securities and Exchange
Commission (the "Commission").
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JUNE 12, 1997
1,349,709 SHARES
EQUITY CORPORATION INTERNATIONAL
COMMON STOCK
This Prospectus covers 1,349,709 shares of Common Stock of Equity
Corporation International ("ECI" or the "Company") 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. It is expected that the terms of
acquisitions involving the issuance and sale by the Company of Common Stock
covered by this Prospectus will be determined by direct negotiations with the
owners or controlling persons of the businesses whose securities or assets are
acquired. The Company expects that the shares of Common Stock issued in exchange
for securities or assets in business combination transactions will be valued at
prices reasonably related to market prices of the Common Stock either at the
time the terms of an acquisition are agreed upon or at or about the time of
delivery of such shares of Common Stock.
The Registration Statement of which this Prospectus is a part also
relates to the offer and sale of Common Stock from time to time by persons who
have received shares of Common Stock in connection with acquisitions by the
Company of securities or assets held by such persons, or their transferees, and
who wish to offer and sell such shares in transactions in which they and any
broker-dealer through whom such shares are sold may be deemed to be Underwriters
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").
The Common Stock is listed on the New York Stock Exchange under the
symbol "EQU." Appication will be made to list the shares of Common Stock offered
by the Company hereby on the New York Stock Exchange. The last reported sale
price of the Common Stock on the New York Stock Exchange on June 10, 1997 was
$24 1/2 per share.
All expenses of the offering by the Company hereby will be paid by the
Company. No underwriting discounts or commissions will be paid in connection
with the issuance of Common Stock, although finder's fees may be paid with
respect to specific acquisitions. Any person receiving a finder's fee may be
deemed to be an Underwriter within the meaning of the Securities Act.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED CAREFULLY BY PROSPECTIVE INVESTORS IN THE
COMMON STOCK OFFERED HEREBY.
--------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-----------------------------------
The date of this Prospectus is , 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549-1004, and at the following
Regional Offices of the Commission: Chicago Regional Office, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and New York Regional Office, 7
World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material may also be obtained at the prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549-1004. The Company's Common Stock is
quoted on the New York Stock Exchange and, as a result, the Company also files
reports, proxy statements and other information with the New York Stock
Exchange, and such reports, proxy statements and other information are available
for inspection at the offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005. The Registration Statement and other information filed
by the Company with the Commission are also available at the web site of the
Commission at http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on
Form S-4 (Reg. No. 33-92876) (the "Registration Statement") under the Securities
Act, with respect to the Common Stock offered by this Prospectus. This
Prospectus, which constitutes part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement or the
exhibits and schedules thereto. For further information pertaining to the Common
Stock offered by this Prospectus and the Company, reference is made to the
Registration Statement and the exhibits and schedules thereto. Statements made
in this Prospectus as to the contents of any agreement or other document are not
necessarily complete, and in each instance reference is made to the exhibit for
a more complete description of the matter involved, and each such statement
shall be deemed qualified in its entirety by such reference. The Registration
Statement, including the exhibits and schedules thereto, may be inspected,
without charge, at the public reference facilities maintained by the Commission
in Washington, D.C. and copies of such material may be obtained from the
Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to the
Exchange Act are incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(ii) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997; and
(iii) the descriptions of the Common Stock and associated preferred
share purchase rights contained in the Company's registration
statements on Form 8-A (File No. 1-13017) each filed with the
Commission on May 19, 1997 pursuant to Section 12(b) of the
Exchange Act.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the Common Stock
offered hereby shall be deemed to be incorporated herein by reference and to be
a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
-2-
<PAGE>
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of the documents, including exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
made to: Equity Corporation International, 415 South First Street, Suite 210,
Lufkin, Texas 75901, Attention: Corporate Secretary; telephone (409) 631-8700.
-3-
<PAGE>
RISK FACTORS
In addition to the other information set forth or incorporated by
reference in this Prospectus, the following factors should be considered
carefully by prospective investors in the Common Stock offered hereby.
COMPETITION FOR ACQUISITIONS
To date, the Company has expanded its operations principally through
the acquisition of established funeral homes and cemeteries. Acquisitions of
premier funeral homes and cemeteries primarily in non-metropolitan areas of the
United States with demographic profiles that the Company believes are favorable
will continue to be a key component of the Company's business strategy.
Competition in the acquisition market is currently intense, and prices paid for
funeral homes and cemeteries have increased substantially in recent years.
Accordingly, no assurance can be given that the Company will be successful in
expanding its operations through acquisitions or that funeral homes and
cemeteries will be available at reasonable prices or on reasonable terms.
TREND TOWARD CREMATION
There is an increasing trend in the United States toward cremation as
an alternative to traditional burial. According to industry studies, cremations
represented approximately 21% of all dispositions of human remains in the United
States in 1995, as compared with approximately 10% in 1980. Cremation is
increasingly marketed as part of a complete deathcare package that includes a
funeral service and traditional memorialization. While cremations have
historically generated gross profit percentages similar to those for traditional
funeral services, cremations generally result in lower average revenue and gross
profit dollars when compared to traditional funeral services. A substantial
increase in the rate of cremations performed by the Company could have a
material adverse effect on the Company's results of operations.
DEPENDENCE UPON KEY PERSONNEL
The Company believes that its continued success will depend to a
significant extent upon the abilities and continued efforts of its existing
senior management. The loss of key members of the Company's senior management
could adversely affect the Company's results of operations. The Company has
entered into employment agreements with its principal executive officers. The
Company's future success will also depend upon its ability to attract and retain
skilled funeral home and cemetery management personnel.
REGULATION
The Company's operations are subject to regulation, supervision and
licensing under numerous federal, state and local laws, ordinances and
regulations, including extensive regulations concerning trust funds, preneed
sales of funeral and cemetery products and services and various other aspects of
the Company's business. The impact of such laws, ordinances and regulations
varies depending on the location of the Company's funeral homes and cemeteries.
Among the regulations applicable to the Company are those requiring the
establishment and maintenance of trust accounts for the deposit of certain funds
obtained from the purchasers of preneed funeral contracts and preneed cemetery
merchandise and trust accounts for the perpetual care of cemetery properties.
The Company has in place various safeguards designed to ensure that funds are
deposited in such trust accounts as required and that improper withdrawals from
such trust accounts do not occur.
From time to time, federal and state regulatory agencies have
considered and may enact additional legislation or regulations that could affect
the deathcare industry. If adopted, such legislation or regulations could have a
material adverse effect on the Company's results of operations.
Approximately 41% and 54% of the Company's funeral home net revenues
(approximately 26% and 31% of the Company's total net revenues) for the years
ended December 31, 1996 and 1995, respectively, were attributable
-4-
<PAGE>
to funeral home operations in Texas, and approximately 26% and 32% of the
Company's cemetery net revenues (approximately 10% and 14% of the Company's
total net revenues) for the years ended December 31, 1996 and 1995,
respectively, were attributable to cemetery operations in North Carolina. Any
material adverse change in the regulatory requirements applicable to Texas
funeral home operations or North Carolina cemetery operations could have a
material adverse effect on the Company's results of operations.
ANTI-TAKEOVER PROVISIONS
The Company's Amended and Restated Certificate of Incorporation
("Charter") and Amended and Restated Bylaws ("Bylaws") contain certain
provisions that may have the effect of discouraging, delaying or preventing a
change in control of the Company or unsolicited acquisition proposals that a
stockholder might consider favorable, including provisions authorizing the
issuance of "blank check" preferred stock, providing for a Board of Directors
with staggered, three-year terms, requiring supermajority or class voting to
effect certain amendments to the Charter and Bylaws, limiting the persons who
may call special stockholders' meetings, limiting stockholder action by written
consent and establishing advance notice requirements for nominations for
election to the Board of Directors or for proposing matters that can be acted
upon at stockholders' meetings. In addition, the Company's Board of Directors
has adopted a preferred share rights plan. The rights plan, as well as certain
provisions of Delaware law, may also have the effect of discouraging, delaying
or preventing a change in control of the Company or an unsolicited acquisition
proposal.
TRANSFER OF COMMON STOCK
Persons acquiring Common Stock in business combinations pursuant to
this offering may be required to agree to hold such Common Stock for a specified
period after the date of acquisition unless the Company agrees to waive such
requirement in the future.
CURRENT PROSPECTUS AND STATE BLUE SKY REGISTRATION
The shares offered hereunder may only be offered if a current
prospectus relating to the shares is then in effect under the Securities Act and
such securities are qualified for sale under applicable state securities or
"blue sky" laws or exemptions from such registration and qualification
requirements are available.
FORWARD-LOOKING INFORMATION MAY PROVE INACCURATE
This Prospectus, including the documents incorporated or deemed to be
incorporated by reference herein, contains forward-looking statements and
information that are based on management's belief as well as assumptions made by
and information currently available to management. When used in this Prospectus,
or in the documents incorporated or deemed to be incorporated by reference
herein, the words "anticipate," "believe," "estimate" and "expect" and similar
expressions are intended to identify forward-looking statements. Such statements
reflect the Company's current views with respect to future events and are
subject to certain risks, uncertainties and assumptions, including the risk
factors described in this Prospectus and in any of the documents incorporated or
deemed to be incorporated by reference herein. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, believed, estimated
or expected. The Company does not intend to update these forward-looking
statements and information.
-5-
<PAGE>
THE COMPANY
The Company is the fourth largest publicly traded provider of deathcare
services and products in the United States, primarily serving communities
located in non-metropolitan areas. As of May 31, 1997, the Company operated 208
funeral homes and 67 cemeteries in 27 states and one Canadian province.
The Company commenced operations in May 1990 with the acquisition of 71
funeral homes and 3 cemeteries from Service Corporation International ("SCI").
Effective January 1, 1994, the Company significantly expanded its cemetery
operations through the acquisition of MLI/The Loftis Corporation ("MLI"), which
operated 40 cemeteries and 4 funeral homes. In addition to its acquisition of
MLI, the Company acquired 12 funeral homes and 5 cemeteries in 1994 for purchase
prices totaling approximately $13.5 million and 27 funeral homes and 13
cemeteries in 1995 for purchase prices totaling approximately $41.1 million. In
1996, the Company acquired 59 funeral homes and 3 cemeteries for purchase prices
totaling approximately $65.0 million. Through May 31, 1997, the Company has
acquired 31 funeral homes and 3 cemeteries for purchase prices totaling $41.4
million and, as of May 31, 1997, was a party to letters of intent relating to
the acquisition of 14 funeral homes and 1 cemetery for purchase prices totaling
approximately $20.9 million.
The Company's funeral homes perform all of the services related to
funerals, provide funeral facilities and vehicles and sell related merchandise.
The Company's funeral homes are primarily located in communities with
populations ranging from 10,000 to 250,000 residents. The Company's cemeteries
perform all of the services related to interment and sell cemetery interment
rights, mausoleum spaces and related merchandise. The Company's cemeteries are
primarily located in communities with populations ranging from 75,000 to 500,000
residents. In order to improve the efficiency and profitability of its
operations, the Company's funeral homes and cemeteries are generally operated in
"clusters" or groups within a given geographic area. The clustering of funeral
homes and the clustering of cemeteries provide opportunities to share personnel,
vehicles and other resources, effect operating and administrative cost
reductions and implement revenue enhancing cross-marketing programs.
ECI believes it is differentiated from the other large, national death
care companies by its focus on the consolidation of funeral homes and cemeteries
in non-metropolitan areas of the United States. The Company has focused on
non-metropolitan areas in order to take advantage of the unique opportunities
offered by such areas as compared to metropolitan areas, including (i) the
opportunity to establish and maintain higher market shares as a result of the
smaller number of deathcare providers typically found in a non-metropolitan
area, (ii) the relatively lower level of competition for acquisitions and (iii)
the stronger preference for traditional funeral services and burials.
The Company's principal executive office is located at 415 South First
Street, Suite 210, Lufkin, Texas 75901, and its telephone number is (409)
631-8700.
-6-
<PAGE>
SELECTED FINANCIAL AND OPERATING DATA
The following table presents selected financial and operating data for
the Company as of the dates and for the periods indicated. The financial data
presented below has been derived from the Company's consolidated financial
statements. The following information should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Company's consolidated financial statements and notes
thereto incorporated by reference in this Prospectus.
<TABLE>
<CAPTION>
Year ended December 31,
-----------------------------------------------------------------
1996 1995 1994 1993(1) 1992(1)
----------- ------------- -------------- ------------ ----------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net revenues:
Funeral.............................................. $ 56,939 $ 36,261 $ 27,382 $ 21,432 $ 19,525
Cemetery............................................. 35,035 27,740 21,919 847 865
----------- ---------- ---------- ------- ------------
Total net revenues................................. 91,974 64,001 49,301 22,279 20,390
Gross profit:
Funeral.............................................. 16,000 8,819 7,580 6,118 3,399
Cemetery............................................. 10,137 8,477 6,157 47 59
----------- --------- --------- ------ ------------
Total gross profit................................. 26,137 17,296 13,737 6,165 3,458
General and administrative expenses.................... 5,848 4,782 3,885 1,521 1,093
----------- --------- --------- --------- ------------
Income from operations................................. 20,289 12,514 9,852 4,644 2,365
Interest expense....................................... 2,374 2,207 3,178 701 556
----------- --------- --------- ------- ------------
Income before income taxes and extraordinary item...... 17,915 10,307 6,674 3,943 1,809
Provision for income taxes............................. 7,589 4,071 2,728 1,388 598
Extraordinary item, net................................ -- -- (198) -- --
----------- ------ -------- ------ ------------
Net income............................................. 10,326 6,236 3,748 2,555 1,211
Preferred stock dividends.............................. -- -- -- 1,563 1,563
----------- ------ ------ --------- ------------
Net income (loss) attributable to common stock......... $ 10,326 $ 6,236 $ 3,748 $ 992 $ (352)
=========== ========= ========= ======= ============
Earnings (loss) per share (2):
Continuing operations................................ $ 0.57 $ 0.42 $ 0.39 $ 0.15 $ (0.49)
Extraordinary item................................... -- -- (0.02) -- --
----------- ------ --------- ------ ------------
Net income (loss).................................... $ 0.57 $ 0.42 $ 0.37 $ 0.15 $ (0.49)
=========== ======== ======== ======== ============
Weighted average number of common and equivalent
shares outstanding (2)............................. 18,068 14,835 10,002 6,613 717
=========== ========== ========== ========= ============
BALANCE SHEET DATA:
Working capital........................................ $ 19,179 $ 9,093 $ 4,495 $ 5,973 $ 6,208
Preneed funeral contracts.............................. 156,028 102,889 72,318 48,817 41,520
Total assets........................................... 443,891 305,159 211,307 83,095 72,244
Deferred preneed funeral contract revenues............. 161,153 107,969 76,447 51,640 44,032
Long-term debt, net of current maturities.............. 49,197 54,518 4,037 8,244 6,998
Redeemable preferred stock (3)......................... -- -- -- 20,844 20,844
Stockholders' equity (deficit)......................... 177,464 91,665 84,083 (503) (1,495)
</TABLE>
(footnotes on following page)
-7-
<PAGE>
<TABLE>
<CAPTION>
Year ended December 31,
--------------------------------------------------------------
1996 1995 1994 1993(1) 1992(1)
---------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Funeral Operations:
Funeral homes in operation at end of period 178 119 95 79 76
Funeral services performed................... 12,483 8,332 6,181 5,127 4,753
Preneed funeral contracts sold or obtained
through acquisitions...................... 16,176 12,415 6,397 2,124 2,462
Backlog of preneed funeral contracts at
end of period............................. 45,978 32,199 21,084 16,103 14,979
Cemetery Operations:
Cemeteries in operation at end of period..... 64 61 48 3 3
Interments performed......................... 9,137 7,080 6,283 293 264
</TABLE>
- ----------
(1) The Company's financial and operating data as of and for the years
ended December 31, 1993 and 1992 do not reflect the operations of MLI,
which were acquired effective January 1, 1994. As a result of the MLI
acquisition and certain other factors, the Company believes that its
results of operations for 1996, 1995 and 1994 are not necessarily
comparable with its results of operations for prior periods. See
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" incorporated by reference in this Prospectus.
(2) Earnings (loss) per share is based on the weighted average number of
common and equivalent shares outstanding during the period which takes
into consideration (i) for 1996 and 1995, the dilutive effect of stock
options and restricted stock issued under the Company's Incentive Plan
based on the treasury stock method, (ii) for 1994, 1993 and 1992, the
issuance of 228,372 shares of Common Stock at a price of approximately
$6.13 share in June 1994 reflected under the treasury stock method
prior to issuance and (iii) for 1993, the dilutive effect of a warrant
exercisable for common shares held by SCI. The redeemable preferred
stock dividends are deducted from the 1993 and 1992 net income for
purposes of calculating earnings (loss) per share. The weighted average
number of common and equivalent shares outstanding reflects a
579-for-one stock split in June 1994 and a 3-for- 2 stock split paid in
October 1996.
(3) Effective January 1, 1994, the Company's redeemable preferred stock and
the warrant exercisable for common shares held by SCI were exchanged
for 5,896,860 shares of Common Stock and the common shares held by
James P. Hunter, III, the Chairman of the Board of Directors, President
and Chief Executive Officer of the Company, were exchanged for 628,140
shares of Common Stock.
-8-
<PAGE>
LEGAL MATTERS
The validity of the Common Stock being offered hereby will be passed upon
by Andrews & Kurth L.L.P., Houston, Texas.
EXPERTS
The consolidated balance sheet of the Company as of December 31, 1996 and
1995 and the consolidated statements of operations, changes in stockholders'
equity and cash flows of the Company for each of the three years in the period
ended December 31, 1996, and related financial statement schedule incorporated
by reference in this Prospectus, have been incorporated herein in reliance on
the reports of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
-9-
<PAGE>
================================================================================
No dealer, salesman or any other person has been authorized to give any
information or to make any representations not contained in or incorporated by
reference in this Prospectus in connection with the offering herein, and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, any securities other than
those specifically offered hereby in any jurisdiction to any person to whom it
is unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that the information herein is correct as
of any time subsequent to its date.
---------------------------
TABLE OF CONTENTS
Page
Available Information........................ 2
Incorporation of Certain Documents
by Reference........................... 2
Risk Factors................................. 4
The Company.................................. 6
Selected Financial and Operating Data........ 7
Legal Matters................................ 9
Experts...................................... 9
1,349,709 SHARES
EQUITY
CORPORATION
ITERNATIONAL
COMMON STOCK
PROSPECTUS
, 1997
================================================================================
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
[ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS]
SUBJECT TO COMPLETION, DATED JUNE 12, 1997
1,349,709 Shares
EQUITY CORPORATION INTERNATIONAL
COMMON STOCK
This Prospectus, as appropriately amended or supplemented, may be used
from time to time principally by persons who have received shares of Common
Stock of Equity Corporation International (the "Company") in connection with the
acquisition by the Company of securities or assets held by such persons, or
their transferees, and who wish to offer and sell such shares in transactions in
which they and any broker-dealer through whom such shares are sold may be deemed
to be Underwriters within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), as more fully described herein. The Company will receive
none of the proceeds from any such sale. Any commissions paid or concessions
allowed to any broker-dealer, and, if any broker-dealer purchases such shares as
principal, any profits received on the resale of such shares, may be deemed to
be underwriting discounts and commissions under the Securities Act. Printing,
certain legal and accounting, filing and other similar expenses of this offering
will be paid by the Company. Selling Stockholders will generally bear all other
expenses of this offering, including brokerage fees and any underwriting
discounts or commissions.
The Registration Statement of which this Prospectus is a part also
relates to the offer and issuance by the Company from time to time of 1,349,709
shares of Common Stock in connection with its acquisition of the securities and
assets of other businesses.
The Common Stock trades on the New York Stock Exchange under the symbol
"EQU." The shares of Common Stock offered hereby have been listed on the New
York Stock Exchange. The last reported sale price of the Common Stock on the New
York Stock Exchange on June 10, 1997 was $24 1/2 per share.
See "Risk Factors" beginning on Page 4 for a discussion of certain
factors that should be considered carefully by prospective investors in the
Common Stock offered hereby.
---------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
----------------------------------
The date of this Prospectus is , 1997
<PAGE>
[ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS]
MANNER OF OFFERING
This Prospectus, as appropriately amended or supplemented, may be used
from time to time principally by persons who have received shares of Common
Stock in connection with acquisitions by the Company of securities and assets
held by such persons, or their transferees, and who wish to offer and sell such
shares (such persons are herein referred to as "Selling Stockholders") in
transactions in which they and any broker-dealer through whom such shares are
sold may be deemed to be Underwriters within the meaning of the Securities Act.
The Company will receive none of the proceeds from any such sales. Except as
described under "Selling Stockholders," there presently are no arrangements or
understandings, formal or informal, pertaining to the distribution of the shares
of Common Stock described herein. Upon the Company being notified by a Selling
Stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares of Common Stock bought through a block
trade, special offering, exchange distribution or secondary distribution, a
supplemented Prospectus will be filed, pursuant to Rule 424(b) under the
Securities Act, setting forth (i) the name of each Selling Stockholder and the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which the shares were sold, (iv) the commissions paid or the discounts
allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out in this Prospectus and (vi) other facts material to the transaction.
Selling Stockholders may sell the shares being offered hereby from time
to time in transactions (which may involve crosses and block transactions) on
the New York Stock Exchange, in negotiated transactions or otherwise, at market
prices prevailing at the time of the sale or at negotiated prices. Selling
Stockholders may sell some or all of the shares in transactions involving
broker-dealers, who may act solely as agent and/or may acquire shares as
principal. Broker-dealers participating in such transactions as agent may
receive commissions from Selling Stockholders (and, if they act as agent for the
purchaser of such shares, from such purchaser), such commissions computed in
appropriate cases in accordance with the applicable rules of the New York Stock
Exchange, which commissions may be at negotiated rates where permissible under
such rules. Participating broker-dealers may agree with Selling Stockholders to
sell a specified number of shares at a stipulated price per share and, to the
extent such broker-dealer is unable to do so acting as an agent for the Selling
Stockholder, to purchase as principal any unsold shares at the price required to
fulfill the broker-dealer's commitment to Selling Stockholders. In addition or
alternatively, shares may be sold by Selling Stockholders and/or by or through
other broker-dealers in special offerings, exchange distributions or secondary
distributions pursuant to and in compliance with the governing rules of the New
York Stock Exchange, and in connection therewith commissions in excess of the
customary commission prescribed by such governing rules may be paid to
participating broker-dealers, or, in the case of certain secondary
distributions, a discount or concession from the offering price may be allowed
to participating broker-dealers in excess of the customary commission.
Broker-dealers who acquire shares as principal may thereafter resell such shares
from time to time in transactions (which may involve crosses and block
transactions and which may involve sales to or through other broker-dealers,
including transactions of the nature described in the preceding two sentences)
on the New York Stock Exchange, in negotiated transactions or otherwise, at
market prices prevailing at the time of sale or at negotiated prices, and in
connection with such resales may pay to or receive commissions from the
purchaser of such shares.
The Company may agree to indemnify each Selling Stockholder as an
Underwriter under the Securities Act against certain liabilities, including
liabilities arising under the Securities Act. Each Selling Stockholder may
indemnify any broker-dealer that participates in transactions involving sales of
the shares against certain liabilities, including liabilities arising under the
Securities Act.
The Selling Stockholders may resell the shares offered hereby only if
such securities are qualified for sale under applicable state securities or
"blue sky" laws or exemptions from such registration and qualification
requirements are available.
3-A
<PAGE>
[ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS]
================================================================================
No dealer, salesman or any other person has been authorized to give any
information or to make any representations not contained in or incorporated by
reference in this Prospectus in connection with the offering herein, and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, any securities other than
those specifically offered hereby in any jurisdiction to any person to whom it
is unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that the information herein is correct as
of any time subsequent to its date.
---------------------
TABLE OF CONTENTS
Page
Available Information........................ 2
Incorporation of Certain Documents
by Reference........................... 2
Manner of Offering........................... 3-A
Risk Factors................................. 4
The Company.................................. 6
Selected Financial and Operating Data........ 7
Legal Matters................................ 9
Experts...................................... 9
1,349,709 Shares
EQUITY
CORPORATION
INTERNATIONAL
COMMON STOCK
PROSPECTUS
, 1997
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
All capitalized terms used and not defined in Part II of this Registration
Statement shall have the meanings assigned to them in the Prospectus which forms
a part of this Registration Statement.
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware General Corporation Law
Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware empowers a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
or in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith; that indemnification provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled; that indemnification provided by Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of such person's heirs, executors and administrators; and empowers the
corporation to purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director or the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation
II-1
<PAGE>
of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv)
for any transaction from which the director derived an improper personal
benefit.
Amended and Restated Certificate of Incorporation
Paragraph 13 of the Company's Amended and Restated Certificate of
Incorporation provides that no director of the corporation shall be liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the General Corporation Law of Delaware or (iv) for
any transaction from which the director derived an improper personal benefit.
Amended and Restated Bylaws
Article VIII of the Company's Amended and Restated Bylaws further provides
that the Company shall indemnify its directors, officers, employees and agents
to the fullest extent permitted by applicable law. The Company is generally
required to indemnify its directors, officers, employees and agents against all
judgments, fines, settlements, legal fees and other expenses incurred in
connection with pending or threatened legal proceedings because of the person's
position with the Company or another entity that the person serves at the
Company's request, subject to certain conditions, and to advance funds to enable
them to defend against such proceedings.
Indemnification Agreements
The Company has entered into indemnification agreements with each of its
directors and executive officers, which agreements contain provisions
indemnifying such parties against certain liabilities within the scope required
by the Company's Amended and Restated Certificate of Incorporation and Amended
and Restated Bylaws.
Insurance
The Company maintains directors' and officers' liability insurance
covering such persons in their official capacities with the Company and its
subsidiaries.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
(a) Exhibits:
<S> <C> <C>
3.1+ -- Amended and Restated Certificate of Incorporation (filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-8 (Reg. No. 33-98052))
3.2+ -- Amended and Restated Bylaws (filed as Exhibit 4.3 to the Company's Registration Statement on
Form S-8 (Reg. No. 33-98052))
4.1+ -- Form of Certificate representing shares of Common Stock (filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-1 (Reg. No. 33-82546))
4.2+ -- Stockholder Rights Agreement, dated October 13, 1994,
between the Company and American Stock Transfer & Trust
Company, as Rights Agent (filed as Exhibit 4.2 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994)
4.3+ -- Form of Rights Certificate (filed as Exhibit 4.2 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1994).
4.4+ -- Certificate of Designation of the Series One Junior Participating Preferred Stock (filed as Exhibit
4.2 to the Company's Registration Statement on Form S-8 (Reg. No. 33-98052))
4.5+ -- First Amendment to Stockholder Rights Agreement, dated
September 10, 1996, between the Company and American Stock
Transfer & Trust Company as Rights Agent (filed as Exhibit
6 to
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C> <C>
the Company's Registration Statement on Form 8-A/A) (Amendment No. 2) dated September 11,
1996).
4.6+ -- Second Amendment to Stockholder Rights Agreement, dated
as of April 17, 1997, between the Company and American
Stock Transfer & Trust Company as Rights Agent (filed as
Exhibit 4.6 to the Company's Registration Statement on
Form 8-A/A (Amendment No. 3) dated May 19, 1997).
5.1 -- Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities being registered
23.1 -- Consent of Coopers & Lybrand L.L.P., independent accountants
23.2 -- Consent of Andrews & Kurth L.L.P. (included in their opinion filed as Exhibit 5.1)
24.1* -- A power of attorney, pursuant to which amendments to this Registration
Statement may be filed,is included on the signature page contained in Part II of this Registration Statement
</TABLE>
- ------------
+ Incorporated herein by reference to the indicated filing.
* Previously filed.
(B) FINANCIAL STATEMENT SCHEDULES
The financial statement schedule of the Company included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996 is
incorporated by reference herein.
All other schedules are omitted as the required information is
inapplicable or the information is presented in the Company's consolidated
financial statements or related notes incorporated herein by reference.
ITEM 22. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.
The registrant undertakes that every prospectus (i) that is filed
pursuant to the immediately preceding paragraph, or (ii) that purports to meet
the requirements of section 10(a)(3) of the Securities Act of 1933 and is used
in connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 3 TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF LUFKIN, STATE OF TEXAS, ON THE 12TH DAY OF JUNE,
1997.
EQUITY CORPORATION INTERNATIONAL
By: /S/ W. Cardon Gerner
------------------------------
W. Cardon Gerner
Senior Vice President --
Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT NO. 3 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED ON
THE 12TH DAY OF JUNE, 1997 BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED.
Signature Title
* Chairman of the Board, President
------------------------ and Chief Executive Officer
James P. Hunter, III (Principal Executive Officer)
/s/ W. Cardon Gerner Senior Vice President -- Chief
------------------------ Financial Officer (Principal Financial
W. Cardon Gerner and Accounting Officer)
/s/ J. Patrick Doherty Director
-----------------------
J. Patrick Doherty
* Director
----------------------
Jack T. Hammer
* Director
-----------------------
Thomas R. McDade
* Director
----------------------
Kenneth W. Smith
*By: /s/ W. Cardon Gerner
----------------------
W. Cardon Gerner
Attorney-in-Fact
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
3.1+ Amended and Restated Certificate of Incorporation (filed as Exhibit 4.1
to the Company's Registration Statement on Form S-8 (Reg. No.
33-98052))
3.2+ Amended and Restated Bylaws (filed as Exhibit 4.3 to the Company's
Registration Statement on Form S-8 (Reg. No. 33-98052))
4.1+ Form of Certificate representing shares of Common Stock
(filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-1 (Reg.
No. 33-82546))
4.2+ Stockholder Rights Agreement, dated October 13, 1994,
between the Company and American Stock Transfer & Trust
Company, as Rights Agent (filed as Exhibit 4.2 to the
Company's Annual Report on Form 10- K for the year ended
December 31, 1994)
4.3+ Form of Rights Certificate (filed as Exhibit 4.2 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994).
4.4+ Certificate of Designation of the Series One Junior Participating Preferred
Stock (filed as Exhibit 4.2 to the Company's Registration Statement on
Form S-8 (Reg. No. 33-98052))
4.5+ First Amendment to Stockholder Rights Agreement, dated September 10,
1996, between the Company and American Stock Transfer & Trust
Company as Rights Agent (filed as Exhibit 6 to the Company's Registration
Statement on Form 8-A/A) (Amendment No. 2) dated September 11, 1996).
4.6+ Second Amendment to Stockholder Rights Agreement, dated as
of April 17, 1997, between the Company and American Stock
Transfer & Trust Company as Rights Agent (filed as Exhibit
4.6 to the Company's Registration Statement on Form 8-A/A
(Amendment No. 3) dated May 19, 1997).
5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the securities
being registered
23.1 Consent of Coopers & Lybrand L.L.P., independent accountants
23.2 Consent of Andrews & Kurth L.L.P. (included in their opinion filed as
Exhibit 5.1)
</TABLE>
-1-
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
24.1* A power of attorney, pursuant to which amendments to this
Registration Statement may be filed, is included on the
signature page contained in Part II of this Registration
Statement
</TABLE>
- -----------
+ Incorporated herein by reference to the indicated filing.
* Previously filed.
-2-
Exhibit 5.1
Andrews & Kurth L.L.P.
[letterhead]
June 12, 1997
Board of Directors
Equity Corporation International
415 South First Street, Suite 210
Lufkin, Texas 75901
Gentlemen:
We have acted as counsel to Equity Corporation International, a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-4 (Reg. No. 33-92876) (the "Registration Statement")
relating to the registration under the Securities Act of 1933, as amended, of
the offering by the Company or persons who have received shares of Common Stock
of the Company in connection with the acquisition by the Company of securities
or assets held by such persons of up to an aggregate of 1,000,000 shares
(1,349,709 shares after giving effect to the stock dividend authorized by the
Company's Board of Directors on September 10, 1996 and the filing of an
amendment to the Registration Statement on the date hereof) of the Company's
common stock, $.01 par value (the "Shares").
As the basis for the opinions hereinafter expressed, we have examined
such statutes, regulations, corporate records and documents, certificates of
public officials and such other agreements, contracts, documents and instruments
as we have deemed necessary for the purposes of the opinion contained herein. As
to all matters of fact material to such opinion, we have relied upon the
representations of officers of the Company. We have assumed (i) the genuineness
of all signatures; (ii) the authenticity of all documents submitted to us as
originals; (iii) the conformity with the original documents of all documents
submitted to us as copies; (iv) all Shares will be issued and sold in compliance
with applicable federal and state securities laws and in the manner set forth in
the Registration Statement and the appropriate Prospectus; and (v) a definitive
purchase agreement with respect to such Shares will have been duly authorized,
validly executed and delivered by the Company and the parties thereto.
Based upon the foregoing, and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized and will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement and reference to our firm under the caption "Legal
Matters" in the Prospectus included therein.
<PAGE>
Sincerely,
/s/ ANDREWS & KURTH L.L.P.
1208/1247/2606
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Equity Corporation International (the "Company") on Form S-4 (File
No. 33-92876), of our report dated March 6, 1997, on our audits of the
consolidated financial statements and financial statement schedule of the
Company as of December 31, 1996 and 1995, and for the three years in the period
ended December 31, 1996. We also consent to the reference to our firm under the
caption "Experts."
COOPERS & LYBRAND L.L.P.
Houston, Texas
June 12, 1997
