Filed Pursuant to Rule 424(b)(3)
Registration No. 333-50861
SUPPLEMENT NO. 2 DATED JUNE 3, 1998
TO PROSPECTUS DATED MAY 5, 1998
RELATING TO $143,750,000 PRINCIPAL AMOUNT
4 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2004 AND
5,386,306 SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE,
OF
EQUITY CORPORATION INTERNATIONAL
All capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Prospectus dated May 5, 1998, as supplemented,
forming a part of the Registration Statement on Form S-3, File No. 333-50861.
Any cross references in this Supplement refer to portions of the Prospectus.
The purpose of this Supplement is to provide additional information
regarding the Selling Securityholders. In addition to the Selling
Securityholders named in the prospectus or any previously filed Supplement
thereto, the following table sets forth the name of an additional Selling
Securityholder and relationship, if any, with the Company and (i) the amount of
Debentures owned by such additional Selling Securityholder as of May 29, 1998
(subject to the qualifications set forth below), (ii) the maximum amount of
Debentures which may be offered for the account of such Selling Securityholder
as of May 29, 1998, and (iii) the maximum amount of Common Stock which may be
offered for the account of such Selling Securityholder under the Prospectus.
<TABLE>
<CAPTION>
Number of Shares of
Principal Amount of Common Stock
Name of Selling Debentures Beneficially Beneficially Owned and
Securityholder Owned and Offered Hereby Offered Hereby (1)(2)
- -------------- ------------------------ ---------------------
<S> <C> <C>
NationsBanc Montgomery Securities, LLC $ 5,000,000 184,569
</TABLE>
- --------------------
(1) Comprises the shares of Common Stock into which the Debentures held by
such Selling Securityholder are convertible at the initial conversion
rate. The Conversion Price and the number of shares of Common Stock
issuable upon conversion of the Debentures are subject to adjustment
under certain circumstances. See "Description of Debentures --
Conversion Rights." Accordingly, the number of shares of Common Stock
issuable upon conversion of the Debentures may increase or decrease
from time to time.
(2) Assumes conversion into Common Stock of the full amount of Debentures
held by the Selling Securityholder at the initial conversion price and
the offering of such shares by such Selling Securityholder pursuant to
the Registration Statement of which the Prospectus forms a part. The
Conversion Price and the number of shares of Common Stock issuable upon
conversion of the Debentures are subject to adjustment under certain
circumstances. See "Description of Debentures-- Conversion Rights."
Accordingly, the number of shares of Common Stock issuable upon
conversion of the Debentures may increase or decrease from time to
time. Fractional shares will not be issued upon conversion of the
Debentures; rather, cash will be paid in lieu of fractional shares, if
any.
Because the Selling Securityholders may, pursuant to the Prospectus,
offer all or some portion of the Debentures they presently hold, no estimate can
be given as to the amount of the Debentures that will be held by the Selling
Securityholders upon termination of any such sales. In addition, the Selling
Securityholder identified above may have sold, transferred or otherwise disposed
of all or a portion of its Debentures since the date on which it provided the
information regarding its Debentures, in transactions exempt from the
registration requirements of the Securities Act.
See "Plan of Distribution."
NationsBank of Texas, N.A., an affiliate of the Selling Securityholder,
is an agent for the lenders and a lender to the Company under the Company's
senior credit facility, for which it has received and may receive in the future
customary fees for its services.
The Company may from time to time, in accordance with the Registration
Rights Agreement, include additional Selling Securityholders in future
Supplements to the Prospectus.
