As filed with Securities and Exchange Commission on April 2, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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> <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.)
</TABLE>
415 South First Street, Suite 210
Lufkin, Texas 75901
(409) 631-8700
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------------------------
W. Cardon Gerner
Senior Vice President - Chief Financial Officer
415 South First Street
Suite 210
Lufkin, Texas 75901
(409) 631-8700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------------
Copy to:
William N. Finnegan, IV
Andrews & Kurth L.L.P.
4200 Chase Tower
Houston, Texas 77002
(713) 220-4200
(713) 220-4285 (fax)
---------------------------------
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.|_|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
<S> <C> <C> <C> <C>
Amount to Proposed Maximum Proposed Maximum
Title of Securities to be Registered be Registered (1) Offering Price Aggregate Amount of
Per Share Offering Price Registration Fee (1)
- ------------------------------------------------------------------------------------------------ --------------------
Common Stock, par value $.01 per
share(2)............................... 2,500,000 $24.00 (3) $60,000,000 $17,700
================================================================================================ ====================
</TABLE>
(1) Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus contained in this Registration Statement also relates to
395,153 shares of Common Stock included in this table covered by the
registrant's registration statement on Form S-4 (Registration No.
33-92876), as to which a filing of fee of $1,363 (on a pro rata basis)
was previously paid in the Company's original filing of such
registration statement on June 2, 1995.
(2) 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.
(3) Estimated solely for the purpose of determining the registration fee,
and calculated pursuant to Rule 457(c) under the Securities Act of 1933
by averaging the high and low sale prices of the Common Stock on the
New York Stock Exchange on March 31, 1998.
This Registration Statement also relates to all shares of Common Stock
registered hereunder which may be offered for resale by certain persons who
receive from the Company Common Stock in acquisitions, as more fully described
in the Prospectus contained in this Registration Statement.
---------------------------
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>
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 APRIL 2, 1998
2,500,000 Shares of Common Stock
EQUITY CORPORATION INTERNATIONAL
This Prospectus includes 2,500,000 shares of Common Stock ("Common
Stock") of Equity Corporation International ("ECI" or the "Company") of 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 additional
funeral homes, cemeteries and related operations. 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 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." Application 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 March 31, 1998
was $23.9375 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 , 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 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 at Seven World
Trade Center, 13th Floor, New York, New York 10048. The Registration Statement
(defined below) 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 (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, 1997;
(ii) the description of the Common Stock and associated preferred
share purchase rights contained in the Company's registration
statements on Form 8-A, as amended (File Nos. 1-13017).
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 securities
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.
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
-2-
<PAGE>
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: Chief Financial Officer;
telephone (409) 631-8700.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
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 competition
for and availability of funeral home and cemetery acquisitions, the ability of
the Company to successfully implement its revenue enhancement and cost
containment programs at acquired funeral homes and cemeteries, the Company's
ability to retain key management personnel and to continue to attract and retain
skilled funeral home and cemetery management personnel, state and federal
regulations, changes in the death rate or acceleration of the trend towards
cremation, availability and cost of capital and general industry and economic
conditions and 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.
-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 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. The failure of the Company to continue to complete acquisitions at
reasonable prices or terms could have a material adverse effect on the Company's
results of operations.
TREND TOWARD CREMATION
There is an increasing trend in the United States toward cremation as
an alternative to traditional burial. According to industry studies, it is
estimated that cremations will represent approximately 25% of all dispositions
by the year 2000, as compared to approximately 21% in 1996 and 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.
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 33%, 41%, and 54% of the Company's funeral home net
revenues (approximately 21% and 26% of the Company's total net revenues) for the
years ended December 31, 1997, 1996, and 1995, respectively, were attributable
to funeral home operations in Texas. Any material adverse change in the
regulatory requirements applicable to Texas funeral home operations could have a
material adverse effect on the Company's results of operations.
-4-
<PAGE>
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.
-5-
<PAGE>
THE COMPANY
Unless the context requires otherwise, references to "ECI" or the
"Company" in this Prospectus include Equity Corporation International and its
subsidiaries and their respective predecessors.
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 and select suburban areas. As of March 5,
1998, the Company operated 282 funeral homes and 76 cemeteries in 33 states and
one Canadian province.
The Company commenced operations in May 1990 through the acquisition of
71 funeral homes and 3 cemeteries from Service Corporation International
("SCI"). In 1994, the Company initiated an aggressive acquisition program, which
resulted in the acquisition of 102 funeral homes and 61 cemeteries for purchase
prices totaling approximately $144.6 million during the three year period ended
December 31, 1996. During the year ended December 31, 1997, the Company acquired
84 funeral homes and 12 cemeteries for approximately $156 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 cemeteries perform all of the services related to interment and
sell cemetery interment rights, mausoleum spaces and related merchandise. 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
deathcare 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 in such areas and (iii) the stronger preference in such areas for
traditional funeral services and burials. ECI has also begun to enter select
suburban areas (communities greater than 250,000 residents); where opportunities
justify an anchor location and an acquisition candidate possesses
characteristics similar to the Company's traditional non-metropolitan
properties.
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.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock of the Company which
may be offered and issued by the Company from time to time in connection with
other businesses or properties. Other than the businesses or properties
acquired, there will be no proceeds to the Company from these offerings.
-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,
-----------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net revenues:
Funeral.......................................... $ 87,160 $ 54,854 $ 36,261 $ 27,382 $21,432
Cemetery......................................... 46,239 35,035 27,740 21,919 847
Other............................................ 1,674 2,085 -- -- --
-------- -------- -------- -------- -------
Total net revenues............................ 135,073 91,974 64,001 49,301 22,279
Gross profit:
Funeral.......................................... 22,330 15,050 8,819 7,580 6,118
Cemetery......................................... 14,580 10,137 8,477 6,157 47
Other............................................ 750 950 -- -- --
-------- -------- -------- -------- -------
Total gross profit............................ 37,660 26,137 17,296 13,737 6,165
General and administrative expenses.................. 7,560 5,848 4,782 3,885 1,521
-------- -------- -------- -------- -------
Income from operations............................... 30,100 20,289 12,514 9,852 4,644
Interest expense..................................... 6,331 2,374 2,207 3,178 701
-------- -------- -------- -------- -------
Income before income taxes and extraordinary item.... 23,769 17,915 10,307 6,674 3,943
Provision for income taxes........................... 9,070 7,589 4,071 2,728 1,388
Extraordinary item, net.............................. -- -- -- (198) --
-------- -------- -------- -------- -------
Net income........................................... 14,699 10,326 6,236 3,748 2,555
Preferred stock dividends............................ -- -- -- -- 1,563
-------- -------- -------- -------- -------
Net income attributable to common stock.............. $ 14,699 $ 10,326 $ 6,236 $ 3,748 $ 992
======== ======== ======== ======== =======
Earnings per share:
Basic:
Continuing operations............................ $ 0.71 $ 0.58 $ 0.42 $ 0.40 $ 1.58
Extraordinary item............................... -- -- -- (0.02) --
-------- -------- -------- -------- -------
Net income....................................... $ 0.71 $ 0.58 $ 0.42 $ 0.38 $ 1.58
======== ======== ======== ======== =======
Weighted average number of common and equivalent
shares outstanding............................... 20,597 17,781 14,699 9,854 628
======== ======== ======== ======== =======
Assuming full dilution:
Continuing operations............................. $ 0.70 $ 0.57 $ 0.42 $ 0.39 $ 0.15
Extraordinary item............................... -- -- -- (0.02) --
-------- -------- -------- -------- -------
Net income....................................... $ 0.70 $ 0.57 $ 0.42 $ 0.37 $ 0.15
======== ======== ======== ======== =======
Weighted average number of common and equivalent
shares outstanding............................... 20,952 18,068 14,835 10,002 6,613
======== ======== ======== ======== =======
</TABLE>
<TABLE>
<CAPTION>
As of December 31,
----------------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(In thousands)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital...................................... $17,666 $ 19,179 $ 9,093 $ 4,495 $ 5,973
Preneed funeral contracts............................ 235,891 156,028 102,889 72,318 48,817
Total assets......................................... 717,700 443,891 305,159 211,307 83,095
Deferred preneed funeral contract revenues........... 242,185 161,153 107,969 76,447 51,640
Long-term debt, net of current maturities............ 171,303 49,197 54,518 4,037 8,244
Redeemable preferred stock(1)........................ -- -- -- -- 20,844
Stockholders' equity (deficit)....................... 226,532 177,464 91,665 84,083 (503)
</TABLE>
(footnotes on following page)
-7-
<PAGE>
<TABLE>
<CAPTION>
Year ended December 31,
------------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Funeral Operations:
Funeral homes in operation at end of period....... 259 178 119 95 79
Funeral services performed........................ 19,486 12,483 8,332 6,181 5,127
Preneed funeral contracts sold or obtained
through acquisitions............................ 25,471 16,176 12,415 6,397 2,124
Backlog of preneed funeral contracts at
end of period................................... 67,369 45,978 32,199 21,084 16,103
Cemetery Operations:
Cemeteries in operation at end of period.......... 76 64 61 48 3
Interments performed.............................. 11,053 9,137 7,080 6,283 293
</TABLE>
- ----------
(1) Effective January 1, 1994, the Company's redeemable preferred stock and a
warrant exercisable for common shares held by SCI were exchanged for
5,896,860 shares of Common Stock.
-8-
<PAGE>
LEGAL MATTERS
The validity of the Common Stock being offered hereby will be passed upon
for the Company by Andrews & Kurth L.L.P., Houston, Texas.
EXPERTS
The consolidated balance sheet of the Company as of December 31, 1997 and
1996 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, 1997, 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
Disclosure Regarding Forward-Looking
Statements............................. 3
Risk Factors................................. 4
The Company.................................. 6
Use of Proceeds.............................. 6
Selected Financial and Operating Data........ 7
Legal Matters................................ 9
Experts...................................... 9
2,500,000 Shares
EQUITY
CORPORATION
INTERNATIONAL
Common Stock
PROSPECTUS
, 1998
================================================================================
<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 , 1998
2,500,000 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 ("ECI" or 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 of
Common Stock issued by the Company 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 2,500,000
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 , 1998 was $ 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 , 1998
<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 of Common Stock (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
Disclosure Regarding Forward-Looking
Statements............................. 3
Manner of Offering........................... 3-A
Risk Factors................................. 4
The Company.................................. 6
Use of Proceeds.............................. 6
Selected Financial and Operating Data........ 7
Legal Matters................................ 9
Experts...................................... 9
2,500,000 Shares
EQUITY
CORPORATION
INTERNATIONAL
Common Stock
Prospectus
, 1998
================================================================================
<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
II-1
<PAGE>
violation 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> <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))
</TABLE>
II-2
<TABLE>
<S> <C> <C> <C>
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)
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.
(b) FINANCIAL STATEMENT SCHEDULES
The financial statement schedule of the Company included in the
Company's Annual Report on Form 10-K for each of the three years in the period
ended December 31, 1997 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 Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Lufkin,
State of Texas, on April 1, 1998.
EQUITY CORPORATION INTERNATIONAL
By: /s/ W. CARDON GERNER
----------------------------
W. Cardon Gerner
Senior Vice President --
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James P. Hunter, III and W. Cardon
Gerner, and each of them with full power to act without the other, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign, execute and file this registration statement under the
Securities Act and any and all amendments (including, without limitation,
post-effective amendments and any amendment or amendments or additional
registration statements filed pursuant to Rule 462 under the Securities Act
increasing the amount of securities for which registration is being sought) to
this registration statement, and to file the same, with all exhibits thereto,
and all other documents in connection therewith, with the Securities and
Exchange Commission, to sign any and all applications, registration statements,
notices or other documents necessary or advisable to comply with applicable
state securities laws, and to file the same, together with other documents in
connection therewith, with the appropriate state securities authorities,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C> <C>
/s/ JAMES P. HUNTER, III Chairman of the Board, President April 1, 1998
------------------------------ and Chief Executive Officer
James P. Hunter, III (Principal Executive Officer)
/s/ W. CARDON GERNER Senior Vice President -- Chief April 1, 1998
------------------------------ Financial Officer (Principal Financial
W. Cardon Gerner and Accounting Officer)
/s/ BOB BULLOCK Director April 1, 1998
------------------------------
Bob Bullock
/s/ J. PATRICK DOHERTY Director April 1, 1998
------------------------------
J. Patrick Doherty
/s/ JACK T. HAMMER Director April 1, 1998
- --------------------------------------------------
Jack T. Hammer
/s/ THOMAS R. MCDADE Director April 1, 1998
- --------------------------------------------------
Thomas R. McDade
/s/ KENNETH W. SMITH Director April 1, 1998
- --------------------------------------------------
Kenneth W. Smith
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<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 the Company's Registration Statement on Form 8-A/A) (Amendment No. 2).
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.
Exhibit 5.1
April 1, 1998
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 (the "Registration Statement") relating to
the registration under the Securities Act of 1933, as amended, of the offering
by the Company of up to 2,500,000 shares 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 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 the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
with the original documents of all documents submitted to us as copies.
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 the Shares, when issued in connection with an
authorized acquisition by the Company, 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. By giving such
consent, we do not admit that we are included within the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations thereunder.
Sincerely,
/s/ Andrews & Kurth L.L.P.
1208/1249/2606
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference of our reports dated
March 5, 1998 on our audits of the consolidated financial statements of Equity
Corporation International (the "Company") as of December 31, 1997 and 1996 and
for each of the three years in the period ended December 31, 1997 and on the
financial statement schedule included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997. We also consent to the
reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Houston, Texas
April 1, 1997
