Filed Pursuant to Rule 424(b)(3)
Registration No. 333-50861
SUPPLEMENT NO. 5 DATED SEPTEMBER 24, 1998
TO PROSPECTUS DATED MAY 5, 1998
RELATING TO $143,750,000 PRINCIPAL AMOUNT
4 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2004 AND
5,306,386 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 additional Selling
Securityholders and relationships, if any, with the Company and (i) the amount
of Debentures owned by such additional Selling Securityholders as of September
24, 1998 (subject to the qualifications set forth below), (ii) the maximum
amount of Debentures which may be offered for the account of such Selling
Securityholders as of September 24, 1998, and (iii) the maximum amount of Common
Stock which may be offered for the account of such Selling Securityholders 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>
PaineWebber Incorporated $ 1,000,000 36,913
</TABLE>
- --------------------
(1) Comprises the shares of Common Stock into which the Debentures held by
such Selling Securityholders 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 Securityholders at the initial conversion price and
the offering of such shares by such Selling Securityholders 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
Securityholders 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."
The Company may from time to time, in accordance with the Registration
Rights Agreement, include or substitute additional Selling Securityholders in
future Supplements to the Prospectus.
