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In a move sure to surprise Wall Street, ad agency Lois/USA has filed a registration statement for an initial public offering with the Securities & Exchange Commission.

According to a preliminary prospectus filed for review by the SEC, Lois hopes to raise as much as $10.3 million through the sale of stock to the public.

Neither agency Co-Chairman-CEO George Lois, 63-a longtime industry fixture-nor Ted Veru, 67, co-chairman and chief operating officer, returned calls by press time. But, it's likely the executives hope to harness early optimism over an upturn in the economy. If the offering is a winner, Wall Street observers say Lois will be the first major independent agency to have gone public in years.

"It's an interesting sign of the times," said James Dougherty, an analyst with Dean Witter Reynolds, New York. "It has been 15 to 20 years since an agency went public. It's a really rare bird."

Shooting for per-share price of between $6.50 and $7.50 in the initial public offering, the preliminary prospectus says the company hopes to raise cash to repay a $3.2 million subordinated note, and provide working capital and money for acquisitions.

"My guess is this is going to be a difficult deal to do at this price," said one Wall Street observer.

According to the SEC filing, the agency plans to unbundle its Chicago-based media operations into an independent media operation called Lois/USA Media to pursue clients outside those handled by the agency.

Lois' clients include American Drug Stores, its largest, comprising 13% of the agency's consolidated commissions and fees last year; Alberto-Culver Co.; Minolta Corp.; Lifetime Television; and Kayser-Roth Corp., marketer of No-Nonsense pantyhose.

"Agency stocks are selling at higher multiples than they have in a long time but history says that small ad agency issues haven't done very well," said Abe Jones, managing director of Ad Media Corporate Advisers. "It's one thing to go public, it's another thing to get people to buy your stock and follow it."

According to the SEC filing, Lois' revenue from commissions and fees fell to $12.7 million in 1993, down 8.6% from the year before.

In the first half of this year the agency fared better, reporting revenues of $7.1 million, up 6%.

The filing disclosed that Mr. Lois' salary last year was $350,000 while Mr. Veru's was $250,000.

Agency net income, according to the prospectus on file with the SEC, dropped 87.3% to $120,000 last year from $948,000 for 1992.

This isn't Mr. Lois' first Wall Street foray. It was exactly 32 years ago that Mr. Lois' then-agency-Papert, Koenig, Lois-hit the market at $6 a share.

At the time, it was the second agency ever to offer its stock publicly, a move for which Mr. Lois was critized for years by his peers.

Mr. Lois founded his current agency in 1978 as Lois Pitts Gershon. It was acquired in 1984 by GGK New York, owned by a holding company based in Zurich, Switzerland.

Messrs. Lois and Veru regained full control in 1991 and renamed the agency Lois/USA.

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