FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended 12-31-97 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from
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to
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Commission file number 1-6605
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EQUIFAX INC.
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(Exact name of Registrant as specified in its Charter)
GEORGIA 58-0401110
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(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1600 Peachtree St., N.W., Atlanta, GA 30309
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (404) 885-8000
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock
($1.25 Par Value) New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K (SECTION 229.405 OF THIS CHAPTER) IS NOT CONTAINED HEREIN, AND
WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE
PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS
FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [X]
AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT, COMPUTED BY REFERENCE TO THE CLOSING SALES PRICE ON THE NEW YORK
STOCK EXCHANGE ON MARCH 20, 1998: $5,433,254,437.
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
Class Outstanding at March 20, 1998
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COMMON STOCK, $1.25 PAR VALUE 147,858,905
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DOCUMENTS INCORPORATED BY REFERENCE
THE PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL
29, 1998, IS INCORPORATED BY REFERENCE, TO THE EXTENT INDICATED UNDER ITEMS 10,
11, 12, AND 13, INTO PART III OF THIS FORM 10-K.
PART I
ITEM 1. BUSINESS
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Equifax Inc. is a holding company which conducts its business operations through
subsidiary companies. The Company's business areas are divided into separate
groups and are conducted on a "profit center" basis with self-contained
functional integrity, although Equifax Inc. continues to supply centralized
overall financial, legal, public relations, tax and similar services.
The Company was founded as a credit reporting agency under the name "Retail
Credit Company" in Atlanta, Georgia, in 1899. Over the next several years, the
Company established itself in the area of investigation of applicants for
insurance. The business grew, and by 1920, the Company had numerous branch
offices throughout the United States and Canada. Since that time, the Company
has continued to expand on its domestic and international basis and diversify by
means of internal development and strategic acquisitions. In late 1975, the
Company changed its name from "Retail Credit Company" to "Equifax Inc." In mid-
1997, the Company divested its insurance services operations which was
accomplished through the spinoff of a subsidiary company to shareholders. The
specific products and services presently offered by the Company are described
below under the respective Company segment headings.
Since January 1993, the Company has had an open market share repurchase program.
During 1997, the Company repurchased 4,143,000 shares at a cost of $129.1
million.
In February 1997, the Company acquired two companies, HLS Financial Group and
Foothills Collection Services, risk management companies offering collections
services to the healthcare industry.
In March 1997, the Company acquired the remaining fifty percent interest in
DICOM S.A., a provider of consumer and commercial information in Chile.
The Company sold its National Decision Systems business unit (part of the North
American Information Services segment) in the second quarter of 1997.
In August 1997, the Company spun off of its Insurance Services segment to
shareholders.
Through a joint venture with Asociacion Nacional de Entidades de Financiacion
(ASNEF), the Company in July 1997 acquired Group Incresa S.A., a Spanish
commercial information services company.
In November 1997, the Company entered into a joint venture with Transaction
Technologies Limited, to provide credit card processing services to commercial
banks in India. The Company owns fifty percent in this new venture.
In December 1997, the Company contracted to purchase an additional 1/3 of
Organizacion Veraz S.A., increasing the Company's ownership interest to 66 2/3%.
This transaction was completed in February 1998. Veraz is the largest provider
of financial information in Argentina.
Also, in December 1997, the Company acquired Goldleaf Technologies, Inc., an
electronic banking software company located in Hahira, Georgia.
-1-
The Company also acquired sixteen credit bureaus during 1997.
Reference is made to acquisitions and investments in unconsolidated affiliates
reported in Note 4 and industry segment information reported in Note 14 of the
Notes to Consolidated Financial Statements, included as Exhibit 13.3 in Part IV,
Item 14 of this report, which are hereby incorporated by reference.
A description of the Company's products or services by industry segment follows:
North American Information Services Segment
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This segment includes Equifax Credit Information Services, Inc. and its wholly-
owned subsidiaries Credit Northwest Corporation; Market Knowledge, Incorporated;
Equifax-Rochester, Inc.; Acrofax Inc.; Equifax Canada Inc. and its wholly-owned
subsidiaries Equifax Canada (AFX) Inc. and Telecredit Canada, Inc.
The Company's principal classes of service for this segment are informational
services for consumer credit reporting purposes and risk management services.
Customers include banks, financial institutions, retailers, utilities and
telecommunications companies, petroleum companies, travel and entertainment card
companies, auto finance and leasing firms, automobile dealers and rental
companies, hotels and motels, educational institutions, mortgage lenders,
hospitals and healthcare administrative companies. Informational services for
consumer credit reporting purposes accounted for 40% of the Company's 1997 total
revenue, as compared with 41% in 1996 and 41% in 1995. Risk management services
accounted for 10% of the Company's 1997 total revenue, as compared with 10% in
1996 and 9% in 1995.
Businesses in this segment primarily furnish consumer credit reporting
information and decision support and credit management services designed to meet
specific customer needs. These services include consumer credit reporting
information, credit marketing services, risk management, locate services, fraud
detection and prevention services and mortgage loan origination information.
Distribution of information to customers is made primarily through electronic
data interfaces.
In the U.S., the Company's consumer credit services operations, including non-
owned affiliate bureaus, compete with two similar automated credit reporting
companies -- Experian Corporation and Trans Union Corporation.
In Canada, financial services include consumer and business credit information,
risk management and check warranty services. Equifax Canada Inc. is the leading
provider of both consumer and commercial credit information.
Payment Services Segment
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This segment includes Equifax Payment Services, Inc. and its wholly-owned
subsidiaries Equifax Check Services, Inc.; Equifax Card Services, Inc.; Equifax
Card Services (Madison), Inc.; Credit Union Card Services, Inc.; Light
Signatures, Inc.; Financial Insurance Marketing Group, Inc.; First Bankcard
Systems, Inc.; Equifax India Private Ltd.; Equifax Mauritius Private Limited;
and Tecnicob, S.A.
-2-
The Company's principal classes of service for this segment are card services
and check services. Card Services include bank and debit card transaction
processing; cardholder support; marketing services; portfolio management and
analysis; facilities management; merchant processing; credit marketing; and risk
management. This class of service accounted for 21% of the Company's 1997
total operating revenue, as compared with 16% in 1996 and 13% in 1995. Check
services, which includes check warranty and verification services; check
management systems; on-line point of sale credit prescreening; customer service;
risk consulting; data exchanges; point-of-sale credit and marketing solutions;
and retail collections. Check Services accounted for 11% of the Company's 1997
total operating revenue, as compared with 12% in 1996 and 13% in 1995. First
Bankcard Systems offers software services for card issuing, merchant processing
and collections processing. Card Services customers include banks, credit
unions and savings institutions. Card software product customers are diverse
and include some of the world's largest financial institutions. Check Services
customers include national and regional retail chains, hotels and motels,
automobile dealers and rental car companies and other retailers.
Companies in this segment are leading providers of their products and services
in the United States although competition is considerable.
Business in this segment is seasonal to some extent. The volume of check payment
services and credit and debit card processing is highest during the holiday
shopping season and during other periods of increased consumer spending.
Equifax Europe Segment
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This segment includes Equifax Europe (U.K.) Ltd.; Equifax Europe Ltd., UAPT-
Infolink plc; The Infocheck Group Ltd.; Transax plc.; Precision Marketing
Information Ltd. (49% owned); The Equifax Database Company Ltd.; Transax
Australia plc and Transax SNC. Also included in this segment are ASNEF-Equifax,
Servicios de Information de Credito, S.L. (49% owned).
The Company's principal class of service is providing consumer and commercial
information and consumer marketing lists in the United Kingdom.
The businesses in this segment primarily provide consumer and commercial credit
services, but also provide other financial services, including credit
application processing, credit scoring, check warranty and payment services,
auto lien and other information, marketing services, modeling, and analytic and
risk management services.
Customers include banks, financial institutions, retailers, automobile
manufacturers, utilities and telecommunications companies, auto finance and
leasing firms, automobile dealers and rental companies and mortgage lenders.
Throughout the United Kingdom, Equifax also supports small- and medium-size
businesses operating in a variety of diverse markets. Consumers are supported
by direct services from Equifax in Europe.
Equifax Europe has operations in the United Kingdom, Spain, Portugal, Ireland,
France, Australia and New Zealand. In the United Kingdom, Equifax has the
largest share of the consumer and business credit information market, while
Transax is the check warranty market share leader.
-3-
Latin America Segment
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This segment includes Equifax South America, Inc.; Equifax de Chile, S.A.;
Equifax de Mexico Sociedad de Informacion Crediticia, S.A.; Credinformacoes,
Informacoes de Credito, LDA; DICOM S.A.; and Organizacion Veraz S.A. (66 2/3%).
This segment is comprised of two main companies: DICOM in Chile and Veraz in
Argentina. The principal class of service for this segment is consumer and
commercial credit information services. In addition to consumer credit
services, DICOM provides import/export data, legal trademark, stock market and
other consumer information while Veraz provides consumer and commercial credit
information. Customers include retailers, banks, utilities, telecommunications
companies, manufacturers and individual consumers.
Veraz is the leading consumer and commercial credit information provider in
Argentina, while DICOM is the leading provider in Chile. Equifax Latin America
also has operations in Peru, Colombia, El Salvador and Mexico.
Other Segment
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This segment includes High Integrity Systems, Inc. and health information
services, which was divested in the fourth quarter of 1996.
The Company's single class of service for this segment is lottery services. In
1996, the Company subcontracted many of its lottery obligations to GTECH
Corporation, and as a result, these operations are not material to a general
understanding of the Company's business. The Company is no longer in the lottery
business. Reference is made to Note 6 of the Notes to Consolidated Financial
Statements, included in Part II, Item 3 of this report, for a more detailed
discussion.
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The principal methods of competition for the Company are price, scope, speed and
ease of service and quality of the information furnished.
None of the Company's segments is dependent on any single customer, and the
Company's largest customer provides less than 10% of the Company's total
revenues.
The Company had approximately 10,000 employees, as of December 31, 1997.
ITEM 2. PROPERTIES
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The Company is in a service industry and does not own any mines, extractive
properties or manufacturing plants. Consequently, an understanding of the
Company's property holdings is not deemed to be material to an understanding to
the Company's business taken as a whole.
The Company owns a total of two office buildings, one of which is located in
Wexford, Ireland and one in Salisbury, England. The Company owns approximately
46 acres in Windward Office Park located in Alpharetta, Georgia adjacent to
office space currently under lease by the Company.
-4-
The Company ordinarily leases office space of the general commercial type for
conducting its business and is obligated under approximately 211 leases and
other rental arrangements for its headquarters and field locations. The
Company's operating leases involve principally office space and office
equipment. Rental expense relating to these leases was $36,243,000 in 1995,
$39,443,000 in 1996 and $38,779,000 in 1997.
In the fourth quarter of 1997, the Company announced its intention to relocate
to a new headquarters building to be constructed in Atlanta, Georgia. The
Company will occupy the entire building which will be leased through a
"synthetic lease" with financing provided by SunTrust Bank, Atlanta.
Construction is to begin Spring 1998 with completion scheduled for early Fall
1999. The Company plans to relocate in the Fall of 1999 for the 100th
anniversary of its founding. The Company will continue to lease a portion of
its current headquarters building after relocation which will be occupied by
field staff relocated from various other locations.
Future minimum payment obligations for noncancelable operating leases exceeding
one year are as follows as of December 31, 1997:
(In thousands) Amount
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1998 $ 25,927
1999 23,353
2000 20,674
2001 18,402
2002 15,213
Thereafter 132,789
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$236,358
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ITEM 3. LEGAL PROCEEDINGS
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Reference is made to Note 11 of the Notes to Consolidated Financial Statements,
included in Part IV, Item 14 of this report, which is hereby incorporated by
reference.
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EXECUTIVE OFFICERS OF THE REGISTRANT
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The Company's executive officers, as of March 20, 1998, are listed below, with
certain information relating to each of them:
Executive
Name and Position Officer
With Company Age Since
----------------- --- ---------
Thomas F. Chapman, President and Chief Executive Officer* 54 1991
James J. Allhusen, Executive Vice President & Group Executive 49 1998
Lee A. Kennedy, Executive Vice President & Group Executive 47 1997
John T. Chandler, Corporate Vice President 50 1995
C. Richard Crutchfield, Corporate Vice President and 47 1997
Chief Technology Officer
Philip J. Mazzilli, Corporate Vice President, Treasurer & Controller 57 1995
David A. Post, Corporate Vice President & Chief Financial Officer 45 1996
Bruce S. Richards, Corporate Vice President & General Counsel 43 1996
Marietta Edmunds Zakas, Corporate Vice President and Secretary 39 1995
*Also serves as a Director
There are no family relationships among the officers of the Company, nor are
there any arrangements or understandings between any of the officers and any
other persons pursuant to which they were selected as officers. The Board of
Directors may elect an officer or officers at any meeting of the Board. Each
elected officer is selected to serve until their successors have been elected
and duly qualified subject to earlier termination in accordance with the By-
laws. Election of officers occurs each year at the Board of Directors meeting
held in conjunction with the Annual Meeting of the Shareholders.
Mr. Chapman, elected in January 1998, serves as President and Chief Executive
Officer of the Company. Prior to this election, Mr. Chapman served as President
and Chief Operating Officer of the Company. Before that, he was Executive Vice
President and Group Executive of the Company's former Financial Services Group.
He has served as an officer of the Company for at least five years.
Mr. Allhusen, elected in January 1998, serves as Executive Vice President and
Group Executive of the Company. Prior to this election, Mr. Allhusen served as
Executive Vice President of Advanta Corporation, a bankcard issuer, since 1995.
Before that, he served as General Manager with Standard Chartered Bank in Hong
Kong from 1990 until 1995.
Mr. Kennedy, elected in October 1997, serves as Executive Vice President and
Group Executive of the Company. Prior to this election, Mr. Kennedy served as
Group Executive of the Company's Payment Services Group since 1995. From 1990
to 1995, he served as Senior Vice President and General Manager of the Company's
Card Services Division.
Mr. Chandler, elected in October 1995, serves as Corporate Vice President of the
Company. Prior to this election, Mr. Chandler served as Vice President-
Compensation and Benefits Administration upon joining the Company in 1991.
-6-
Mr. Crutchfield, elected in October 1997, serves as Corporate Vice President and
Chief Technology Officer of the Company. Prior to this election, Mr.
Crutchfield served as Senior Vice President and Chief Information Officer since
April 1997. Previously, he served as Chief Technology Officer for the Company's
Financial Services Group for more than five years.
Mr. Mazzilli, elected in October 1996, serves as Corporate Vice President,
Treasurer and Controller of the Company. Prior to this election, Mr. Mazzilli
served as Corporate Vice President and Controller since October 1995. Before
that, he served as Vice President and Controller of the Company since 1992.
Mr. Post, elected in October 1996, serves as Corporate Vice President and Chief
Financial Officer of the Company. Prior to this election, Mr. Post served as
Senior Vice President and Group Chief Financial Officer of the Company's
Financial Services Group since joining the Company in February 1992.
Mr. Richards, elected in October 1996, serves as Corporate Vice President and
General Counsel of the Company. Prior to this election, Mr. Richards served as
Senior Vice President and Group Counsel of the Company's Financial Services
Group since 1991.
Ms. Zakas, elected in October 1996, serves as Corporate Vice President and
Secretary of the Company. Prior to this election, Ms. Zakas served as Corporate
Vice President and Treasurer for the period January 1996 through October 1996
and as Corporate Vice President-Investor Relations for the period October 1995
through January 1996. Prior to that, she served as Vice President and Director
of Investor Relations of the Company since September 1993. Prior to that, she
served at Holiday Inn Worldwide as Director-Strategic Planning and Analysis from
1992-1993 and as Director-Project Finance from 1991-1992. Before that, she was
a Vice President in the Capital Market Services Group of Morgan Stanley and Co.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
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STOCKHOLDER MATTERS
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The Company's common stock is listed and traded on the New York Stock Exchange,
which is the principal market on which the stock is traded.
DIVIDENDS PER SHARE
Quarter 1991 1992 1993 1994 1995 1996 1997
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First $0.065 $0.065 $0.070 $0.070 $0.078 $0.083 $0.083
Second 0.065 0.065 0.070 0.078 0.078 0.083 0.088
Third 0.065 0.065 0.070 0.078 0.078 0.083 0.088
Fourth 0.065 0.065 0.070 0.078 0.083 0.083 0.088
- --------------------- ------ ------ ------ ------ ------ ------ ------
Annual $0.260 $0.260 $0.280 $0.303 $0.315 $0.330 $0.345
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STOCK PRICES
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(In Dollars) 1993 1994 1995 1996 1997
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High Low High Low High Low High Low High Low
First Quarter 10.016 8.563 12.250 9.797 15.219 11.297 20.141 15.891 30.094 23.938
Second Quarter 9.391 7.781 13.594 10.344 15.656 13.703 24.844 17.563 33.281 23.719
Third Quarter 11.688 8.844 13.531 11.969 18.844 14.594 24.500 21.594 33.000 27.750
Fourth Quarter 12.250 10.234 13.813 10.734 19.469 16.109 30.875 23.719 36.438 28.625
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Year 12.250 7.781 13.813 9.797 19.469 11.297 30.875 15.891 36.438 23.719
As of March 20, 1998, there were approximately 11,851 holders of record of the
Company's common stock.
In October 1997, the Company, relying on Section 4(2) of the '33 Securities Act,
issued 266,374 shares of unregistered common stock, as partial consideration for
the purchase of Goldleaf Technologies, Inc. A registration statement on Form S-
3 covering these shares was filed with the Securities and Exchange Commission on
December 22, 1997, and became effective December 30, 1997 (File No. 333-42955).
ITEM 6. SELECTED FINANCIAL DATA
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Reference is made to Exhibit 13.1, included in Part IV, Item 14 of this report,
which is hereby incorporated by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
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CONDITION AND RESULTS OF OPERATION
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Reference is made to Exhibit 13.2, included in Part IV, Item 14 of this report,
which is hereby incorporated by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Reference is made to Exhibit 13.3, included in Part IV, Item 14 of this report,
which is hereby incorporated
by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
- ------- -------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
None.
-8-
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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The Company's Proxy Statement for the Annual Meeting of Shareholders to be held
on April 29, 1998, contains, on pages 2 through 5 thereof, information relating
to the Company's Directors and persons nominated to become Directors, which is
incorporated hereby by reference.
ITEM 11. EXECUTIVE COMPENSATION
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The Company's Proxy Statement for the Annual Meeting of Shareholders to be held
on April 29, 1998, contains, on pages 13 through 17 thereof, information
relating to Executive Officer compensation, which is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
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AND MANAGEMENT
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The Company's Proxy Statement for the Annual Meeting of Shareholders to be held
on April 29, 1998, contains on page 8 information relating to security
ownership of certain beneficial owners and management, which is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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The Company's Proxy Statement for the Annual Meeting of Shareholders to be held
on April 29, 1998, contains, on pages 9 and 10 thereof, information relating to
certain relationships and related transactions, which is incorporated herein by
reference.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
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ON FORM 8-K
-----------
The following documents are filed as part of this report:
(A)1. FINANCIAL STATEMENTS
. Consolidated Balance Sheets - December 31, 1997 and 1996
. Consolidated Statements of Income for the Years Ended December 31,
1997, 1996 and 1995
-9-
. Consolidated Statements of Shareholders' Equity for the Years
Ended December 31, 1997, 1996 and 1995
. Consolidated Statements of Cash Flows for the Years Ended December
31, 1997, 1996 and 1995
. Notes to Consolidated Financial Statements
(A)2. FINANCIAL STATEMENT SCHEDULES
All schedules have been omitted because they are not applicable or
the required information is included in the consolidated financial
statements or notes thereto.
(A)3. EXHIBITS
A list of exhibits included as part of this Annual Report is set
forth in the Exhibit Index appearing elsewhere herein and is
incorporated herein by reference.
. Compensation of Directors - The Company's by-laws, which are filed
as an exhibit to this Form 10-K Annual Report, describe on page 7
thereof, under Article Two, "Compensation of Directors," the fees
paid to Directors of the Company. This information is hereby
incorporated by reference.
. Life Insurance - Messrs. C. B. Rogers, Jr. owns a personal life
insurance policy in the face amount of $1,000,000. The Company
pays the annual premiums on these policies.
Copies of the Company's Form 10-K which are furnished pursuant to the written
request of the Company's shareholders do not include the exhibits listed above.
Any shareholder desiring copies of one or more such exhibits should write the
Secretary of the Company at P.O. Box 4081, Atlanta, Georgia 30302, specifying
the exhibit or exhibits and enclosing a check for the amount resulting from
multiplying $.50 times the number of pages (as indicated above) of the
exhibit(s) requested.
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the fourth quarter
of the year ended December 31, 1997.
-10-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
EQUIFAX INC.
Date March 31, 1998 By /s/ Marietta Edmunds Zakas
--------------------------------
Marietta Edmunds Zakas,
Corporate Vice President
and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date March 31, 1998 /s/ C.B. Rogers, Jr.
-----------------------------------------
C. B. Rogers, Jr., Chairman of the Board
Date March 31, 1998 /s/ Thomas F. Chapman
-----------------------------------------
Thomas F. Chapman, President and
Chief Executive Officer
Date March 31, 1998 /s/ Philip J. Mazzilli
-----------------------------------------
Philip J. Mazzilli, Corporate Vice
President, Treasurer and Controller
(Principal Accounting Officer)
Date March 31, 1998 /s/ Lee A. Ault
-----------------------------------------
Lee A. Ault, III, Director
Date March 16, 1998 /s/ John L. Clendenin
-----------------------------------------
John L. Clendenin, Director
Date March 31, 1998 /s/ A. W. Dahlberg
-----------------------------------------
A. W. Dahlberg, Director
-11-
Date March 16, 1998 /s/ Robert P. Forrestal
-----------------------------------------
Robert P. Forrestal, Director
Date March 31, 1998 /s/ L. Phillip Humann
-----------------------------------------
L. Phillip Humann, Director
Date March 31, 1998 /s/ Daniel W. McGlaughlin
-----------------------------------------
Daniel W. McGlaughlin, Director
Date March 31, 1998 /s/ Larry L. Prince
-----------------------------------------
Larry L. Prince, Director
Date March 31, 1998 /s/ D. Raymond Riddle
-----------------------------------------
D. Raymond Riddle, Director
Date March 31, 1998 /s/ Dr. Betty L. Siegel
-----------------------------------------
Dr. Betty L. Siegel, Director
Date March 31, 1998 /s/ Dr. Louis W. Sullivan
-----------------------------------------
Dr. Louis W. Sullivan, Director
-12-
INDEX TO EXHIBITS
EXHIBIT
NUMBER
- -------
Plan of Acquisition, Reorganization, Arrangement, Liquidation or
----------------------------------------------------------------
Succession
----------
2.1 Distribution Agreement, Plan of Reorganization and Distribution (24
pages)(8)
Articles of Incorporation and By-laws
-------------------------------------
3.1 . Amended and Restated Articles of Incorporation (3 pages) (6)
3.2 . By-Laws (23 pages) (7)
Instruments Defining the Rights of Security Holders, Including
--------------------------------------------------------------
Indentures
----------
4.1 . Loan Agreement (151 pages)
4.2 . Portion of Prospectus and Trust Indenture (134 pages) (1)
4.3 . Rights Agreement, dated October 25, 1995, between Equifax Inc. and
SunTrust Bank, Atlanta with Form of Right Certificate attached as
Exhibit "A" (54 pages) (4)
4.4 . Shelf Registration Statement Prospectus (22 pages) (9)
4.5 . Form of Indenture to be entered into relating to Debt Securities
covered by Shelf Registration Statement (98 pages) (10)
Material Contracts and Compensation Plans
-----------------------------------------
10.1 . Equifax Inc. 1988 Performance Share Plan for Officers, as amended
(13 pages) (11)
10.2 . Equifax Inc. 1997 Incentive Compensation Plan (6 pages) (11)
10.3 . Deferred Compensation Plan (22 pages) (5) (11)
10.4 . Change in Control Agreement (11 pages) (11)
10.5 . Consulting Agreement, dated January 1, 1996 (6 pages) (5) (11)
10.6 . Executive Agreement, dated December 8, 1997 (6 pages) (11)
10.7 . Executive Agreement, dated January 22, 1998 (3 pages) (11)
10.8 . Equifax Inc. Omnibus Stock Incentive Plan, as amended (17 pages)
(11)
10.9 . Form of 1998 Incentive and Non-Qualified Stock Option Agreements
(9 pages) (11)
10.10 . Form of 1998 Restricted Stock Option Agreement (3 pages) (11)
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10.11 . Form of 1996 Incentive and Non-Qualified Stock Option Agreements (8
pages) (7)(11)
10.12 . Form of 1996 Restricted Stock Award Agreement (3 pages) (7) (11)
10.13 . Form of 1995 Incentive and Non-Qualified Stock Option Agreements (8
pages) (3) (11)
10.14 . Form of 1995 Non-Qualified Stock Option Agreement (4 pages) (3)
(11)
10.15 . Form of 1995 Restricted Stock Award Agreement (3 pages) (3) (11)
10.16 . Form of 1994 Incentive and Non-Qualified Stock Option Agreements (8
pages) (2) (11)
10.17 . Form of 1994 Restricted Stock Award Agreement (4 pages) (2) (11)
10.18 . Equifax Inc. Non-Employee Director Stock Option Plan and Agreement
(10 pages) (3) (11)
10.19 . Equifax Inc. Supplemental Executive Retirement Plan (24 pages) (3)
(11)
10.20 . Equifax Inc. Supplemental Executive Retirement Plan Amendments (26
pages) (2) (11)
10.21 . Equifax Inc. Supplemental Executive Retirement Plan Amendment (2
pages) (7) (11)
10.22 . Equifax Inc. Severance Pay Plan for Salaried Employees (1 pages)
(11)
10.23 . Agreement For Computerized Credit Reporting Services (204 pages)
(2)
10.24 . Amendments to Agreement for Computerized Credit Reporting Services
and related documents (66 page) (7)
10.25 . Amendment to Agreement for Computerized Credit Reporting Services
(8 pages) (1)
10.26 . Amendment to Agreement for Computerized Credit Reporting Services
(9 pages) (2)
10.27 . Amendment to Agreement for Computerized Credit Reporting Services
(14 pages) (3)
10.28 . Computer and network operations agreement (redacted version) (31
pages) (2)
10.29 . Purchase and Lease Agreement (109 pages) (2)
10.30 . Headquarters Facility Lease (77 pages) (2)
10.31 . Lease Agreement (71 pages) (2)
10.32 . Lease Agreement (76 pages)
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Annual Report to Security Holders
---------------------------------
13.1 . Summary of Selected Financial Data (1 page)
13.2 . Management's Discussion and Analysis of Financial Condition and
Results of Operation (8 pages)
13.3 . Financial Statements and Supplementary Data (19 pages)
21 Subsidiaries of the Registrant (6 pages)
------------------------------
23 Consent of Independent Public Accountants to incorporation by
-------------------------------------------------------------
reference (1 page)
---------
27 Financial Data Schedule (for SEC use only)
-----------------------
/(1)/ Previously filed as pages 8 through 16 and Exhibit 4.1 on Amendment No. 1
to Form S-3, Registration Statement No. 33-62820, filed June 17, 1993, and
hereby incorporated by reference.
/(2)/ Previously filed as an exhibit on Form 10-K, filed March 31, 1994, as
amended on Form 10-K/A, filed October 14, 1994, and hereby incorporated by
reference.
/(3)/ Previously filed as an exhibit on Form 10-K, filed March 30, 1995, and
hereby incorporated by reference.
/(4)/ Previously filed as exhibits on form 8-A, filed November 2, 1995, and
hereby incorporated by reference.
/(5)/ Previously filed as an exhibit on Form 10-K, filed April 1, 1996, as
amended on Form 10-K/A, filed April 4, 1996, and hereby incorporated by
reference.
/(6)/ Previously filed as an exhibit on Schedule 14A, filed, March 26, 1996, and
hereby incorporated by reference.
/(7)/ Previously filed as an exhibit on Schedule 14A, filed March 31, 1997, and
hereby incorporated by reference.
/(8)/ Previously filed as an exhibit to Pre-effective Amendment No. 1 to
ChoicePoint Inc. Registration Statement on Form S-1, Registration No. 333-30297,
filed July 16, 1997, and hereby incorporated by reference.
/(9)/ Previously filed as pages 1 through 22 to the Company's Registration
Statement on Form S-3, Registration No. 333-47599, filed March 9, 1998, and
hereby incorporated by reference.
/(10)/ Previously filed as Exhibit 4.6 to the Company's Registration Statement
on Form S-3, Registration Statement No. 333-47599, filed March 9, 1998, and
hereby incorporated by reference.
/(11)/ Management Contract or Compensatory Plan.
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