SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) OCTOBER 29, 1997
LOIS/USA INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-83894-NY 13-3441962
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) ID Number)
40 WEST 57TH STREET, NEW YORK, NY 10019
(Address of principal executive offices) Zip Code)
Registrant's Telephone Number, including area code: (212) 373-4700
N/A
(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS.
On October 29, 1997 Lois/USA New York, Inc., Lois/USA Chicago, Inc. and
Lois/USA West Inc. (collectively, the "Borrowers"), Sanwa Business Credit
Corporation, as agent and lender, and various other lenders entered into a Loan
and Security Agreement (the Loan and Security Agreement"). Each of the Borrowers
is a wholly-owned subsidiary of Lois/USA Inc. (the "Company").
The Loan and Security Agreement provides for a revolving credit facility of
up to $25,000,000 in the aggregate for the purpose of refinancing existing
indebtedness, making acquisitions and providing working capital for each of the
Borrowers. The obligations under the Loan and Security Agreement are secured by
a lien on all of the existing and after-acquired property of the Borrowers, and
are guaranteed by the Company. In addition, the Company has pledged all of the
stock of each of the Borrowers to secure the guaranty.
The Company used approximately $2,500,000 of the revolving credit facility
to refinance certain indebtedness of the Company and the Borrowers under a
promissory note between the Company and The Chase Manhattan Bank, as lender. The
Loan and Security Agreement prohibits the Company from drawing down additional
amounts under the revolving credit facility unless the Company completes a
specified acquisition currently being negotiated. If such acquisition is
consummated, the Company intends to use the remainder of the proceeds of the
revolving credit facility to finance future acquisitions and for general working
capital. There can be no assurances that such acquisition will be consummated.
<PAGE>
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
99.1. Press release issued by Lois/USA, Inc. on October 31, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
LOIS/USA INC.
By: /S/ ROBERT K. STEWART
Name: Robert K. Stewart
Title: Chief Financial Officer
Dated: November 7, 1997
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
99.1 Press Release issued by LOIS/USA INC. on October 31, 1997.
LOIS/USA INC.
40 WEST 57TH STREET
NEW YORK, NY 10019
(212) 373-4700 FAX (212) 586-9472
FOR IMMEDIATE RELEASE
CONTACT: Ted Veru 212-373-4799
Robert Stewart 212-373-4752
LOIS/USA CLOSES ON $25 MILLION CREDIT FACILITY
TOMBSTONE ANNOUNCEMENT REFLECTS LOIS' FRESH APPROACH TO ADS
FINANCING FOR ACQUISITIONS NOW IN PLACE
New York, New York, October 31, 1997; LOIS/USA (OTC: LSUS), the full service
advertising agency with offices in New York, Chicago, Detroit and Los Angeles,
today announced that it completed a major step in implementing the acquisition
strategy being lead by Ted Veru, its co-chief executive officer, with the
closing of a new $25 million Senior Revolving Credit facility obtained from
Sanwa Business Credit Corporation. The company indicated that the primary
purpose of the credit facility would be to fund acquisitions.
In addition to providing financing to Lois/USA, Sanwa called on the company's
creative talent. George Lois, the company's founder, co-chief executive officer
and the Worldwide Creative Director who directs the creation of advertisements
for Lois/USA's clients, was asked by Sanwa to design the tombstone announcement
for the facility. The result was a fresh look to generally indistinguishable
announcements. "It's amazing," stated Anita Lester, Vice-President of Sanwa's
Commercial Finance Division. "George Lois took all of the information for the
tombstone and made it electrifying instead of dull, as most are." Lois will
design other tombstone announcements for Sanwa.
Ted Veru indicated that the company is actively pursuing its acquisition plans.
"This new credit facility will allow us to move rapidly, which will enhance
our ability to find and close quality deals." Sanwa's Ms. Lester added that
"this is a very exciting client, and we believe in the acquisition stretegy
Ted Veru is pursuing for Lois/USA."
Lois/USA is a full service advertising agency with offices in New York,
Chicago, Detroit and Los Angeles. Its creative efforts are headed up by
George Lois, a 30 year veteran of the advertising industry.
Stock Market: Over the Counter Market
Symbol: LSUS
