AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON SEPTEMBER 27, 1996DECEMBER 22, 1997. REGISTRATION NO. 333-
===============================================================================33-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549
__________________________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________________
EQUIFAX INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-0401110
(State or other jurisdiction of (I.R.S. Employer
Identification No.)
incorporation or organization) Identification No.)
1600 PEACHTREE STREET,Peachtree Street, N.W.
ATLANTA, GEORGIAAtlanta, Georgia 30309
(404) 885-8000
(Address, including zip code, and telephone number,
including area code, of registrant's executive offices)
________________________
THOMAS H. MAGIS,__________________
BRUCE S. RICHARDS, ESQ.
CORPORATE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
EQUIFAX INC.Corporate Vice President and General Counsel
Equifax Inc.
1600 PEACHTREE STREET,Peachtree Street, N.W.
ATLANTA, GEORGIAAtlanta, Georgia 30309
(404) 885-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
________________________
The Commission is requested to send copies of all communications__________________
With a copy to:
SIDNEY J. NURKIN, ESQ.
SCOTT D. DICKINSON, ESQ.
ALSTONWilliam Gibson, Esq.
Adam L. Salassi, Esq.
Hunton & BIRD
1201 W. PEACHTREE STREET
ATLANTA, GEORGIA 30309-3424Williams
NationsBank Plaza, Suite 4100
600 Peachtree Street, N.E.
Atlanta, Georgia 30308-2216
(404) 888-4000
__________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the Registration Statement becomes effective.
__________________
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Formform is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] ______[ ] _______________________
If this Formform is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] ______[ ] _______________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_] ______
________________________[ ]
__________________
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
PROPOSED PROPOSED
TITLE OF SHARES AMOUNT TO BE MAXIMUM AGGREGATE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE OFFERING PRICE REGISTRATION FEE
===================================================================================================================================================================================================================================================================
Title of Shares Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per unit aggregate offering price registration fee
- -------------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.25
par value per share 38,088 shares $26.375/share............. 266,374 $33.8125/(1)/ $1,004,571/$9,006,771/(1)/ $347
====================================================================================================================================$2,657
===============================================================================================================================
/(1)/(1) Estimated solely for the purposes of determining the registration fee. This
amount, calculated pursuant to Rule 457(c), was based on the average of the
high and low prices of the Registrant's Common Stock on September 24,
1996,December 19, 1997,
as reported on the New York Stock Exchange.
________________________________________________
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)8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THETHIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE
AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a)8(A),
MAY DETERMINE.
===============================================================================
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 COMPLETIONPROSPECTUS
- DATED SEPTEMBER ___, 1996
PROSPECTUS
38,088 SHARES--------------------------------------------------------------------------------
266,374 Shares
EQUIFAX INC.
COMMON STOCK
This prospectus relates to 38,088266,374 shares (the "Shares") of common stock,
$1.25 par value per share (the "Common Stock"), of Equifax Inc., a Georgia
corporation (the "Company"). All of these Shares were acquired, that may be offered from time to time by certain
shareholders (the "Selling Shareholders") from. See "Selling Shareholders." The
Shares were acquired by the Company on July
1, 1996 in connection withSelling Shareholders as a result of the prior acquisition
by the Company of Electronic Tabulating Service,Goldleaf Technologies, Inc., a Georgia corporation
("ETS"Goldleaf"), a corporation previously owned by the Selling Shareholders. See "Selling
Shareholders" below.The
Shares were issued pursuant to an exemption from the registration requirements
of the Securities Act of 1933, as amended (the "Securities Act"), provided by
Section 4(2) and the regulations promulgated thereunder. In connection with the
acquisition, the Company entered into a Registration Rights Agreement (the
"Registration Agreement"), dated December 18, 1997, with the Selling
Shareholders pursuant to which it has agreed to file a registration statement
with the Securities and Exchange Commission (the "Commission") to register the
Shares held by the Selling Shareholders for resale by the Selling Shareholders.
The Registration Statement of which this Prospectus is a part was filed with the
Commission pursuant to the Registration Agreement. The Selling Shareholders may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act").Act. See
"Sale of Shares" below.
All or a portion of the Shares may be offered by the Selling Shareholders
from time to time (i) in transactions (which may include block transactions) on
the New York Stock Exchange, (ii) in negotiated transactions (including sales
pursuant to pledges), or (iii) a combination of such methods of sale, at fixed
prices, which may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices, or at negotiated prices.
This Prospectus also may be used, with the Company's prior written consent, by
donees of the Selling Shareholders or by other persons acquiring the Shares and
who wish to offer and sell such Shares under circumstances requiring or making
desirable its use and who have complied with the applicable requirements
contained in the Registration Agreement. The Selling Shareholders may effect
such transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of customary compensation). See "Selling Shareholders" and "Sale
of Shares" below.
None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company. The Company has agreed to bear
all expenses in connection with the registration of the Shares being offered by
the Selling Shareholders. The Company also has agreed to indemnify the Selling
Shareholders against certain liabilities, including liabilities under the
Securities Act.
The shares of Common Stock of the Company are traded on the New York Stock
Exchange under the symbol EFX. On September 24, 1996,December 19, 1997, the last sales price for
the shares of Common Stock as reported on the New York Stock Exchange composite
tape was $26.375$33.75 per share.
_________________________________________________________
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 ADEQUACYAD-
EQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
The date of this Prospectus is September __, 1996December 22, 1997
1
AVAILABLE INFORMATION
Equifax Inc. (the "Company") has filed a Registration Statement on
Form S-3 (together with all amendments and exhibits filed or to be filed in
connection therewith, the "Registration Statement") under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the common
stock offered hereby. This Prospectus does not contain all the information
set forth in the Registration Statement, certain parts of which are omitted
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"). Statements contained herein concerning the
provisions of documents are necessarily summaries of such documents, and
each statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Commission. Such reports, proxy statements, and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549;
andas well as at the Commission's Regional Offices locatedof the Commission at 7 World Trade Center,
Suite 1300, New York, New York 1004810048; and 500 West Madison Street,
Suite 1400, Chicago,
Illinois 60661. Copies of such materialsmaterial can also be obtained (at prescribed rates)
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.20549. The Commission maintains a World Wide Web site on the
Internet that contains reports, proxy and information statements and other
information regarding registrants such as the Company, that file electronically
with the Commission. Such reports, proxy and information statements and other
information may be found at the Commission's site address: http://www.sec.gov.
The common stock of the
Company, $1.25 par value per share (the "Common Stock"),Company's Common Stock is listed on the New York Stock Exchange, Inc. (the "NYSE") under the symbol "EFX," and such
reports,Exchange. Reports,
proxy statements and other information concerning the Company are
available for inspectioncan be inspected
at the office of the NYSE,such Exchange, located at 20 Broad Street, New York, New York
10005.
INCORPORATION OF CERTAINThis Prospectus constitutes a part of a Registration Statement filed by the
Company with the Commission under the Securities Act. This Prospectus omits
certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and related exhibits for
further information with respect to the Company and the Shares offered hereby.
Any statements contained herein concerning the provisions of any document are
not necessarily complete, and, in each instance, reference is made to the copy
of such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission by the Company (File No.
1-6605) are hereby incorporated by reference into this Prospectus:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1995, as amended by Form 10-K/A filed April 4, 1996;
(2) The Company's Quarterly Report on Form 10-Q for the first fiscal
quarter ended March 31, 1996;1997;
(3) The Company's Quarterly Report on Form 10-Q for the second fiscal
quarter ended June 30, 1996,1997;
(4) The Company's Quarterly Report on Form 10-Q for the third fiscal
quarter ended September 30, 1997;
(5) The Company's Report on Form 8-K, as amendedfiled with the Commission on July
18, 1997;
(6) The Company's Report on Form 8-K, as filed with the Commission on
August 1, 1997;
(7) The Company's Report on Form 8-K, as filed with the Commission on
August 13, 1997;
(8) All other documents filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the Company's Annual Report on Form 10-Q/A filed September 23,10-K for the year ended December
31, 1996; (4)and
(9) The description of the Company's Common Stock contained in its
Registration Statement on Form 10 under the Exchange Act, dated
December 31, 1964, including any amendment or report filed for the
purpose of updating such description; and
(5) The description of the Common Stock Purchase Rights contained in the
Company's Registration Statement on Form 8-A under the Exchange Act,
dated November 2, 1995, including any amendments thereto.description.
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 registered
2
hereby shall be deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the date of the filing of such documents.
-2-
Any statement contained 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 subsequently filed document that also is or is deemed to be
incorporated by reference herein) modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus. All
information appearing in this Prospectus is qualified in its entirety by
information and financial statements (including notes thereto) appearing in the
documents incorporated by reference herein, except to the extent set forth in
the immediately preceding statement.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner, upon written or
oral request of such person, a copy of any or all of the documents incorporated
by reference herein (other than exhibits to such documents, unless such exhibits
are specifically incorporated by reference into the information that the
Prospectus incorporates). Requests should be directed to Thomas H. Magis,Bruce S. Richards,
Esq., Corporate Vice President Secretary and General Counsel, Equifax Inc., 1600 Peachtree
Street, N.W., Atlanta, Georgia 30309, telephone number (404) 885-8000.
THE COMPANY
The Company is a leading provider ofglobal leader in providing information, processing,
consulting and decision support
services tosoftware solutions that facilitate consumer-initiated financial and insurance
transactions.enhance buyer-seller
transactions worldwide. The Company provides a broad range of decision supportserves businesses in the banking, finance,
retail, credit card, telecommunications, utilities and administrative services to over 60,000 customers throughout the United
States, Canada and the United Kingdom through four principal business
segments: credit services; payment services; insurance services; and
healthcare information services.health care
administration industries.
The Company was incorporated under the laws of the State of Georgia in 1913
and is the successor to a business established in 1899. The address and
telephone number of its principal executive offices are 1600 Peachtree Street,
N.W., Atlanta, Georgia 30309, telephone number (404) 885-8000.
SELLING SHAREHOLDERS
THE SELLING SHAREHOLDERS.USE OF PROCEEDS
The Company issued 711,332 shareswill not receive any proceeds from the sale of the Common Stock
tooffered hereby; nor will such proceeds be available for the Selling
Shareholders on September 15, 1994 (the "Initial Shares"), pursuant to the
terms of an Agreement and Plan of Merger (the "ETS Merger Agreement") dated
September 15, 1994, by and among the Company, ETS Merger Corp., a Georgia
corporation and wholly-owned subsidiary of the Company ("Merger Corp."),
ETS, and the former shareholders of ETS, under which the Company acquired
ETS through a merger between Merger Corp. and ETS. The Company issued an
additional 60,592 shares of Common Stock (the "First Additional Shares") on
June 30, 1995 as the first additional stock consideration due pursuant to
the terms of the Merger Agreement. The Company issued the 38,088 Shares
offered hereby on July 1, 1996 as the second additional stock consideration
due pursuant to the terms of the Merger Agreement. In connection with the
acquisition, the Company entered into a Registration Rights Agreement (the
"ETS Registration Agreement"), dated September 15, 1994, with the Selling
Shareholders pursuant to which it agreed to file a registration statement
with the Commission to register the Shares held by the Selling Shareholders
for resale by the Selling Shareholders. The Registration Statement of
which this Prospectus is a part was filed with the Commission pursuant to
the ETS Registration Agreement. The Company filed a registration statement
on Form S-3 with respect to the Initial Shares (the "Initial Registration
Statement")
-3-
on November 4, 1994 and a registration statement on Form S-3
with respect to the First Additional Shares (the "Additional Registration
Statement") on September 28, 1995 pursuant to the Registration Agreement.Company's use or
benefit.
SELLING SHAREHOLDERS
The following table sets forth (i) the name of each of the Selling
Shareholders, (ii) the number of shares of Common Stock beneficially owned by
each Selling Shareholder prior to the offering, and(iii) the number of shares of
Common Stock being offered hereby by each Selling Shareholder, and (iii) the
number of shares of Common Stock beneficiallybeneficial owned by each Selling Shareholder
after completion of the offering.offering:
Shares Beneficially Shares Beneficially
BeneficiallyName of Selling Shareholder Owned Prior to Offering Shares Being Offered /1/ Owned After Selling Shareholder Offering/(1)(2)/ Being Offered Offering/(2)/
------------------- ---------------- ------------- -------------Offering /1/
- ------------------------------------ --------------------------- ------------------------ ------------------------
Robert E. Werder 420,314/(2)(3)/ 21,074/(4)/ 399,240
Jane E. Kreinest, as 208,479 12,327 196,152
executor of the
Estate of Richard C.
Kreinest /(5)/
Lester C. Werder 66,964 2,656 64,308
Karen Werder Vohman 22,470/(3)/ 883/(4)/ 21,587
Violet C. Owen 22,403 745 21,658
J. R. Hamm 397 397David L. Peterson 126,379 126,379 0
Richard A. Smith 2,391 229 2,162
Gwendolyn S. Calloway 1,106 176 930
Annie Jo Richardson 940 176 764
Sheri L. Brown 132 132Bobby G. Wetherington /2/ 139,995 139,995 0
Broward D. Adams 2,723 132 2,591
Barbara Williams 872 44 828
------- ------ -------
TOTAL 38,088266,374 266,374 0
- ----------------
(1) All share ownership information was provided to the Company by the
Selling Shareholders.
(2)/1/ Assumes that all of the Shares held byshares offered hereby have been sold. Because the Selling
Shareholders and
being offered hereby are sold, thatmay sell all, some or none of their respective shares pursuant
to this Prospectus, no actual estimate can be made of the Initial Shares
registered pursuant to the Initial Registration Statement and held as
of September 27, 1996 are not sold and that the Selling Shareholders
acquire no additional shares of Common Stock prior to completion of
this offering. Each Selling Shareholder beneficially owns less than
1% of the totalaggregate number
of shares of Common Stock outstanding.
(3) Includes 22,470 shares of Common Stock held by Robert E. Werder and
Karen Werder Vohman as trustees of a trust.
(4) Includes 883 shares of Common Stock held by Robert E. Werder and Karen
Werder Vohman as trustees of a trust.
(5) Includes 995 shares of Common Stock held by Mrs. Kreinest's children.
Mr. Robert E. Werder served as Chairman, Chief Executive Officer and a
memberthat each Selling Shareholder will own upon completion of the
Boardoffering to which this Prospectus relates.
/2/ Includes 6,808 shares owned of Directorsrecord by Mr. Wetherington and 133,187 shares
owned of ETS prior torecord by B.G. Wetherington Farms, L.P., of which Mr. Wetherington
is the Company's acquisition
of ETS.
Mr. Lester C. Werder served as a member of the Board of Directors of
ETS prior to the Company's acquisition of ETS, and Mr. J.R. Hamm served as
Secretary and Treasurer of ETS prior to such acquisition.
-4-general partner.
3
SALE OF SHARES
The sale of the Shares by the Selling Shareholders may be effected from
time to time (i) in transactions (which may include block sales) on the New York
Stock Exchange, (ii) in negotiated transactions (including sales pursuant to
pledges), or (iii) through a combination of such methods of sale, at fixed
prices, which may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices, or at negotiated prices.
The Selling Shareholders may effect such transactions by selling the Shares to
or through broker-dealers, and such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the Selling Shareholders
and/or the purchasers of the Shares for which such broker-
dealersbroker-dealers may act as
agents or to whom they sell as principals, or both (which compensation as to a
particular broker-dealer may be in excess of customary compensation). This
Prospectus also may be used, with the Company's prior written consent, by donees
of the Selling Shareholders, or by other persons acquiring Shares and who wish
to offer and sell such Shares under circumstances requiring or making desirable
its use and who have complied with the applicable requirements contained in the
Registration Agreement. To the extent required, the Company will file, during
any period in which offers for sale are being made, one or more supplements to
this Prospectus to set forth the names of such donees of Selling Shareholders
and any other material information with respect to the plan of distribution not
previously disclosed.
The Selling Shareholders and any broker-dealers who act in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(l1)2(11) of the Securities Act, and any commissions received by
them and profit on any resale of the Shares as principals might be deemed to be
underwriting discounts and commissions under the Securities Act. Neither the
Company nor the Selling Shareholders can presently estimate the amount of such
compensation. The Company knows of no existing arrangements between any Selling
Shareholder and any other Selling Shareholder, underwriter, broker, dealer or
other agent relating to the sale or distribution of the Shares. The Company has
agreed to indemnify the Selling Shareholders against certain liabilities,
including liabilities under the Securities Act as underwriters or otherwise.
The Selling Shareholders may indemnify any broker, dealer, agent or underwriter
that participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of any of the Shares may not simultaneously engage in
market activities with respect to the Common Stock for the applicable period
under Rule 10b-6 prior to the commencement of such distribution. In addition
and without limiting the foregoing, the Selling Shareholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation Rules 10b-5, 10b-6 and 10b-7, which
provisions may limit the timing of sales of any of the Shares by the Selling
Shareholders. All of the foregoing may affect the marketability of the Common
Stock.
The Company has agreed, among other things, to bear all expenses in
connection with the registration of the Shares being offered by the Selling
Shareholders.
In recognition of the fact that the Selling Shareholders, even though
acquiring the Shares with no view towards distribution, may wish to be legally
permitted to sell all or a portion of their Shares when they deem appropriate,
the Company has filed with the Commission a Registration Statement on Form S-3
under the Securities Act with respect to the resale of the Shares from time to
time on the New York Stock Exchange or in negotiated transactions, and has
agreed to prepare and file such amendments and supplements to the Registration
Statement as may be necessary to keep the Registration Statement effective until
all the Shares offered hereby have been sold pursuant thereto or until such
Shares are no longer, by reason of Rule 144(k) under the Securities Act or any
other rule of similar affect,effect, required to be registered for the sale thereof by
the Selling Shareholders. This Prospectus forms a part of such Registration
Statement.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 300,000,000 shares
of Common Stock, par value $1.25 per share, and 10,000,000 shares of Preferred
Stock, par value $.01 per share. The following description of the capital stock
is qualified in all respects by reference to the Amended and Restated
Articles of Incorporation and Bylaws, as amended, of the Company, copies of
which are on file at the Company's principal executive offices.
COMMON STOCK
The holders of Common Stock, subject to such rights as may be granted to
the holders of Preferred Stock, elect all directors and are entitled to one vote
per share. All shares of Common Stock participate equally in dividends when, as
and if declared by the Board of Directors and share ratably, subject to the
rights and preferences of any Preferred Stock, in net assets on liquidation.
The shares of Common Stock outstanding prior to this offering are, and the
shares to be outstanding upon completion of this offering will be, duly
authorized, validly issued, fully paid and nonassessable. The shares of Common
Stock have no preference, conversion, exchange, preemptive or cumulative voting
rights.
-5-
STOCK PURCHASE RIGHTS
The description of the Common Stock Purchase Rights is incorporated herein
by reference to the Company's Registration Statement on Form 8-A, dated November
2, 1995, including any amendments thereto.
PREFERRED STOCK
The Company is authorized to issue 10,000,000 shares of Preferred Stock,
par value $.01 per share, none of which is outstanding. Preferred Stock may be
issued from time to time by the Board of Directors of the Company, without
stockholder approval, in such series and with such voting powers, full or
limited, or no voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions, as may be fixed by the Board of Directors in the resolution
authorizing the issuance, provided however, that holders of Preferred Stock
shall not be entitled to more than the greater of (i) one vote per $100
liquidation value or (ii) one vote per share. The issuance of Preferred Stock by
the Board of Directors could adversely affect the rights of holders of shares of
Common Stock since Preferred Stock may be issued having preference with respect
to dividends and in liquidation over the Common Stock, and have voting rights,
contingent or otherwise, that could dilute the voting rights, net income per
share and net book value of the Common Stock. In addition, while the Board of
Directors has no current intention of doing so, the ability of the Board of
Directors to issue shares of Preferred Stock and to set the voting powers, full
or limited, or no voting powers, and such designations, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions, thereof without further stockholder action might
serve as an anti-takeover measure and, as such, help to perpetuate the incumbent
management of the Company or thwart a takeover attempt, notwithstanding the
desire of stockholders to change management or accept a takeover offer. As of
the date of this Prospectus, the Board of Directors has not authorized the
issuance of any shares of Preferred Stock, and the Company has no agreements,
arrangements or understandings with respect to the issuance of any shares of
Preferred Stock.
DIRECTORS AND CLASSES OF DIRECTORS
Pursuant to the Company's Articles of Incorportion, the Company's Board
of Directors is divided into three classes as nearly equal in number as the
total number of directors permits. Directors are elected to each class at
successive annual meetings to serve three year terms. Any newly created or
eliminated directorships resulting from an increase or decrease in the number of
authorized directors are divided equally among the three classes so as to
maintain such classes as nearly equal in number as possible, provided that in no
case shall a decrease in the number of directors for a class shorten the term of
an incumbent director.
-6-
The above-referenced provisions with regard to the Company's Board of
Directors may have certain anti-takeover effects by preventing or delaying a
change in the membership of the Company's Board of Directors. Such provisions
are intended to encourage persons who may seek to acquire control of the Company
to initiate such an acquisition through negotiations with the Company's Board of
Directors. However, the effect of such provisions may be to discourage a third
party from making a partial tender offer or otherwise attempting to obtain a
substantial portion in the equity securities of, or seeking to obtain control
of, the Company. To the extent any potential acquirors are deterred by the
Company's Board of Directors, such provisions may have the effect of preserving
incumbent management in office.
LEGAL OPINIONS
A legal opinion to the effect that the Shares offered hereby by the Selling
Shareholders are validly issued, fully paid and non-assessable has been rendered
by AlstonHunton & Bird,Williams, Atlanta, Georgia, counsel to the Company in
connection with the Company's acquisition of ETS.Georgia.
4
EXPERTS
The consolidated financial statements and financial statement schedules
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1995, as amended by Form
10-K/A filed April 4, 1996, incorporated by reference in this Prospectus, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reportreports with respect thereto, and are incorporated herein by reference in
reliance upon such reports given upon the authority of said firm as experts in
accounting and auditing in giving said report.
-7-auditing.
5
======================================== =====================================______________________
NO DEALER, SALESPERSONSALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTEMPLATED AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONREPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDERS.SHAREHOLDERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO ANY PERSONTHE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION IN WHICH SUCH OFFER 38,088 SHARES
TO SELL OR SOLICITATION IS NOT
AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE EQUIFAX INC.
SUCH OFFER OR SOLICITATION.SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT ANY INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
__________________________________
266,374 SHARES
EQUIFAX INC.
COMMON STOCK
_____________________________________________________
TABLE OF CONTENTS
PagePAGE
----
AVAILABLE INFORMATION.................INFORMATION....................................................... 2
INCORPORATION OF CERTAIN
DOCUMENTS INCORPORATED BY REFERENCE..............REFERENCE......................................... 2
THE COMPANY...........................COMPANY................................................................. 3
USE OF PROCEEDS............................................................. 3
SELLING SHAREHOLDERS..................SHAREHOLDERS........................................................ 3
SALE OF SHARES........................SHARES.............................................................. 4
LEGAL OPINIONS.............................................................. 4
EXPERTS..................................................................... 5
DESCRIPTION OF CAPITAL STOCK.......... 5
LEGAL OPINIONS........................ 7
EXPERTS............................... 7
___________________
P R O S P E C T U S
SEPTEMBER __, 1996
___________________ ___________________
======================================== =====================================___________________________
PROSPECTUS
December 22, 1997
6
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEMItem 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTIONOther Expenses of Issuance and Distribution
Registration fee to Securities and Exchange CommissionCommission................. $ 3472,657
Accounting fees and expensesexpenses........................................... 2,000
Legal fees and expenses 6,000expenses................................................ 5,000
Miscellaneous expenses 600
Totalexpenses................................................. 750
Total.................................................................. $10,407
======
The foregoing items, except for the registration fee to the Securities and
Exchange Commission, are estimated.
The Company has agreed to bear all expenses in connection with the
registration of the Shares being offered by the Selling Shareholders.
ITEMItem 15. INDEMNIFICATION OF DIRECTORS AND OFFICERSIndemnification of Directors and Officers
The Georgia Business Corporation Code permits, and the Company's Bylaws
require, the Company to indemnify any person who was or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding
(which could include actions, suits or proceedings under the Securities Act of
1933, as amended (the "Securities Act")), whether civil, criminal,
administrative, or investigative (other than an action brought by or on behalf
of the Company) by reason of the fact that such person is or was a director or
officer of the Company or is or was serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust,
or other enterprise, against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. With
regard to actions or suits by or in the right of the Company, indemnification is
limited to reasonable expenses incurred in connection with the proceeding and
generally is not available in connection with such a proceeding in which such
person was adjudged liable to the Company.
In addition, the Company carries insurance on behalf of directors and
officers that may cover liabilities under the Securities Act.
ITEMII-1
Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESExhibits
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
4(a)- ----------- -----------
2 - Stock Exchange Agreement, dated December 18, 1997, among the
Company, Equifax Payment Services, Inc., Bobby G.
Wetherington, Goldleaf and the former shareholders of
Goldleaf.
4.(a) - See Articles 6, 7, 8, 10, 12, 13, 14II, III and 17IV of the Amended and Restated
Articles of Incorporation of the Company (Incorporated herein
by reference to Exhibit "B" to the Company's definitive Proxy
Statement for the 1996 Annual Meeting of Shareholders, filed
March 27, 1996 (File No. 1-6605)).
II-1
4(b)4.(b) - See Article I of the Bylaws of the Company (Incorporated
herein by reference to Exhibit 3(ii)3.2 in the Company's Form 10-K
for the year ended December 31, 1995, as amended by Form 10-K/A filed
April 4, 1996 (File No. 1-6605)).
4(c)4.(c) - Loan Agreement (Incorporated herein by reference to Exhibit
4.1 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, as amended by Form 10-K/A filed
April 4, 1996 (File No. 1-6605)).
4(d)4.(d) - Portion of Prospectus and Trust Indenture (Incorporated
herein by reference to the Company's Registration Statement
on Form S-3 filed on June 17, 1993 (Reg. No. 33-62820)).
4(e)4.(e) - Rights Agreement (Incorporated herein by reference to Exhibit
99 to the Company's Form 8-A filed on November 2, 1995 (File
No. 1-6605)).
5 - Opinion of AlstonHunton & BirdWilliams as to legality of the securities
being offered by the Selling Shareholders.
15 Letter regarding unaudited interim financial information from
Arthur Andersen LLP.
23(a)23.(a) - Consent of AlstonHunton & BirdWilliams (included in their opinion filed
as Exhibit 5).
23(b)23.(b) - Consent of Arthur Andersen LLP.LLP
24 - Power of Attorney (included as part of the signature page
hereto)pages to
this Registration Statement).
99(a)99.(a) - Registration Rights Agreement, dated September 15, 1994,December 18, 1997, among
the Company and the Selling Shareholders (Incorporated herein by
reference to Exhibit 99.(a) in the Company's Registration
Statement on Form S-3 filed on November 4, 1994 (Reg. No.
33-86018)).Shareholders.
ITEM 17. UNDERTAKINGS.
(a) The Undersigned registrantCompany 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 (the "Securities Act");Act;
(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.Registration
Statement. Notwithstanding the foregoing, any increase or
II-2
decrease in the 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 and 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 20%20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement.
II-2
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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Section
do not apply if the Registration Statement is on Form S-3, Form S-8 or Form
F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(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.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the Registration Statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any
delayed offering or throughout a continuous offering. Financial statements
and information otherwise required by Section 10(a)(3) of the Securities
Act need not be furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, the financial
statements required pursuant to this paragraph (a)(4) and other information
necessary to insure that all other information in the prospectus is at
least as current as the date of those financial statements. Notwithstanding
the foregoing, with respect to Registration Statements on Form F-3, a post-
effective amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Securities Act or Rule 3-19
of this Chapter if such financial statements and information are contained
in periodic reports filed with or furnished with the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Form F-3.
(b) The undersigned registrantCompany hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant'sCompany's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act') (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange
Act of
1934)Act) that is incorporated by reference in the registration statementRegistration 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.
(h)(c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrantCompany pursuant to the foregoing provisions described under Item 15 above, or otherwise,
the registrantCompany has been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrantCompany of expenses
incurred or paid by a director, officer or controlling person of the registrantCompany 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 registrantCompany 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 Securities Act and will be governed by the final
adjudication of such issue.
(i) The undersigned registrant hereby undertakes that:
II-3
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on September ___, 1996.December 22, 1997.
EQUIFAX INC.
By: /s/ Daniel W. McGlaughin
-------------------------------------C. B. Rogers, Jr.
---------------------
Name: Daniel W. McGlaughinC. B. Rogers, Jr.
Title: President and Chief Executive
OfficerChairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Daniel
W. McGlaughin, Donald U. HallmanC.B.
Rogers, Jr. and Thomas H. Magis,David A. Post, and each of them, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him or her and in his or her name, place and stead, and in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-3 of Equifax Inc., and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorneys-in-factattorneys-in-
fact and agents, or either 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 below by the following persons in the
capacities indicated on the ___22nd day of September, 1996.
Signature Title
--------- -----
/s/ C.B. Rogers, Jr. Chairman of the Board
- ---------------------------
C.B. Rogers, Jr.
/s/ Daniel W. McGlaughin President and Chief Executive Officer (Principal
- --------------------------- Executive Officer) and Director
Daniel W. McGlaughin
/s/ Donald U. Hallman Senior Vice President and Chief Financial Officer
- --------------------------- (Principal Financial Officer)
Donald U. HallmanDecember, 1997.
Signature Title
- --------- -----
/s/ C. B. Rogers, Jr. Chairman of the Board
- --------------------------
C. B. Rogers, Jr.
/s/ Daniel W. McGlaughlin Vice Chairman, Chief Executive Officer and Director
- -------------------------- (principal executive officer)
Daniel W. McGlaughlin
/s/ Thomas F. Chapman President, Chief Operating Officer and Director
- --------------------------
Thomas F. Chapman
/s/ David A. Post Corporate Vice President and Chief Financial Officer
- -------------------------- (principal financial officer)
David A. Post
/s/ Philip J. Mazzilli Corporate Vice President, Treasurer and Controller
- -------------------------- (principal accounting officer)
Philip J. Mazzilli
Vice President and Corporate Controller (Principal
- --------------------------- Accounting Officer)
Philip J. Mazzilli
/s/ Thomas F. Chapman Executive Vice President and Director
- ---------------------------
Thomas F. Chapman
Executive Vice President and Director
- ---------------------------
Derek V. Smith
Director
- ---------------------------
Lee A. Ault, III
II-5
[signatures continued on following page]
II-4
Director
- ---------------------------
Ron D. Barbaro[signatures continued]
Signature Title
- --------- -----
Director
- --------------------------
Lee A. Ault, III
/s/ John L. Clendenin Director
- ---------------------------
John L. Clendenin
Director
- ---------------------------
A. W. Dahlberg
/s/ Robert P. Forrestal Director
- ---------------------------
Robert P. Forrestal
/s/ L. Phillip Humann Director
- ---------------------------
L. Phillip Humann
Director
- ---------------------------
Tinsley H. Irvin
/s/ Larry L. Prince Director
- ---------------------------
Larry L. Prince
/s/ D. Raymond Riddle Director
- ---------------------------
D. Raymond Riddle
Director
- ---------------------------
Betty L. Siegel, Ph.D.
Director
- --------------------------- L. Clendenin Director
- --------------------------
John L. Clendenin
Director
- --------------------------
A. William Dahlberg
Director
- --------------------------
Robert P. Forrestal
/s/ L. Phillip Humann Director
- --------------------------
L. Phillip Humann
/s/ Larry L. Prince Director
- --------------------------
Larry L. Prince
/s/ D. Raymond Riddle Director
- --------------------------
D. Raymond Riddle
Director
- --------------------------
Betty L. Siegel, Ph.D.
/s/ Louis W. Sullivan Director
- --------------------------
Louis W. Sullivan
M.D.
II-6
II-5
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
4(a) See Articles 6, 7, 8, 10, 12, 13, 14 and 17 of the Amended and
Restated Articles of Incorporation of the Company (Incorporated
herein by reference to Exhibit "B" to the Company's definitive
Proxy Statement for the 1996 Annual Meeting of Shareholders,
filed March 27, 1996 (File No. 1-6605)).
4(b) See Article I of the Bylaws of the Company
(Incorporated herein by reference to Exhibit 3(ii) in
the Company's Form 10-K for the year ended
December 31, 1995, as amended by Form 10-K/A filed
April 4, 1996 (File No. 1-6605)).
4(c) Loan Agreement (Incorporated herein by reference
to Exhibit 4.1 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1995,
as amended by Form 10-K/A filed April 4, 1996
(File No. 1-6605)).
4(d) Portion of Prospectus and Trust Indenture (Incorporated
herein by reference to the Company's Registration
Statement on Form S-3 filed on June 17, 1993 (Reg.
No. 33-62820)).
4(e) Rights Agreement (Incorporated herein by reference to
Exhibit 99 to the Company's Form 8-A filed on November 2,
1995 (File No. 1-6605)).
5 Opinion of Alston & BirdExhibit No. Description
- ----------- -----------
2 Stock Exchange Agreement, dated December 18, 1997,
among the Company, Equifax Payment Services, Inc.,
Bobby G. Wetherington, Goldleaf and the former
shareholders of Goldleaf.
4.(a) See Articles II, III and IV of the Amended and
Restated Articles of Incorporation of the Company
(Incorporated herein by reference to Exhibit "B" to
the Company's definitive Proxy Statement for the 1996
Annual Meeting of Shareholders, filed March 27, 1996
(File No. 1-6605)).
4.(b) See Article I of the Bylaws of the Company
(Incorporated herein by reference to Exhibit 3.2 in
the Company's Form 10-K for the year ended December
31, 1996 (File No. 1-6605)).
4.(c) Loan Agreement (Incorporated herein by reference to
Exhibit 4.1 to the Company's Annual Report on Form
10-K for the year ended December 31, 1995, as amended
by Form 10-K/A filed April 4, 1996 (File No. 1-6605)).
4.(d) Portion of Prospectus and Trust Indenture
(Incorporated herein by reference to the Company's
Registration Statement on Form S-3 filed on June 17,
1993 (Reg. No. 33-62820)).
4.(e) Rights Agreement (Incorporated herein by reference to
Exhibit 99 to the Company's Form 8-A filed on
November 2, 1995 (File No. 1-6605)).
5 Opinion of Hunton & Williams as to legality of the
securities being offered by the Selling Shareholders.
23.(a) Consent of Hunton & Williams (included in their
opinion filed as Exhibit 5).
23.(b) Consent of Arthur Andersen LLP
24 Power of Attorney (included as part of signature
pages to this Registration Statement).
99.(a) Registration Rights Agreement, dated December 18,
1997, among the Company and the Selling Shareholders.
15 Letter regarding unaudited interim financial information
from Arthur Andersen LLP.
23(a) Consent of Alston & Bird (included in their opinion
filed as Exhibit 5).
23(b) Consent of Arthur Andersen LLP.
24 Power of Attorney (included as part of the signature page hereto).
99. Registration Rights Agreement, dated
September 15, 1994, among the Company and the
ETS Selling Shareholders (incorporated herein by
reference to Exhibit 99.(a) in the Company's
Registration Statement on Form S-3 filed on
November 4, 1994 (Reg. No. 33-86018)).
___________________________