I need to write a prospectus for a small corporate offering (SCOR). The SEC sent heaps of legal requirements but nothing concrete on how to draft a prospectus. Know any step-by-step guides for those starting from scratch?
Marina Del Rey, Calif.* * *
You're in luck. The only user-friendly prospectus a CEO can draft on his or her own happens to be for the type of stock offering you're planning. The U-7 form is required for SCOR, through which companies can raise up to $1 million a year. California is one of 28 states that honor U-7, a 50-question quiz on your business that shows how lucrative an investment it can be. Your job is to answer each question clearly and concisely, shedding light on all possible risks. A team of securities pros, including an in-state selling agent, should edit your draft (cost: $3,000) so it can serve as a prospectus.
Charles Utgard, CEO of SCOR Consulting Corp. (SCC), in Victorville, Calif., likens the process to drafting a business plan and suggests you keep a good business-planning guide handy. San Francisco securities lawyer Drew Field (see " Do Your Own Deal," Network, September 1992.) says James Dayley's SCORing Millions (Aim, 314-773-5700, 1993, $17.95) demystifies SCOR and offers concrete writing and filing tips.
State offering rules vary, so call the securities branch of your secretary of state's office or a regional SEC unit for a U-7 form and instructions. The North American Securities Administrators Association (202-737-0900) offers the form on disk for $10. If you submit a business plan to SCC (800-732-7267), it will give you a free opinion on how SCOR can work for you.* * *
I want to advertise my rehabilitation and handicapped-access aids in a catalog. What contract issues should I watch for? How do I find suitable catalogs?
Menomonie, Wis.* * *
Direct-marketing-media guru Asher Abelow of Valley Stream, N.Y., says few catalogs sell advertising space since postal-rate hikes forced many to cut circulation, and they don't want to risk distracting readers with ads for products other than their own. Catalogs that do sell ad space tend to be those targeted to a broader market than yours. Even if you were able to find a catalog in which you could buy advertising, rigid contract demands (high frequency commitments and steep rates) may not yield cost-effective results.
Instead, if catalog companies are interested in carrying your product, most of them will want to buy it directly from you. When you shop for catalogs, look for those targeting your market with similar or complementary wares. Hit a library for The National Directory of Catalogs (Oxbridge Communications, 800-955-0231) or The Directory of Mail Order Catalogs (Grey House, 800-562-2139). The Safety Zone (914-997-1935), Solutions/Norm Thompson (503-644-2666), Dr. Leonard's (718-768-0010), Comfortably Yours (615-867-9977), Rifton Equipment (914-658-3141), and Support Plus (508-359-2910) are good possibilities. Rate product exposure by comparing the catalogs' circulation, then audition your product by offering exclusives to catalog-merchandising managers.
Real Goods Trading, an alternative-energy catalog in Ukiah, Calif., requests vendor samples, then sends back a form asking for details on product use, shipping, and price. "We buy a projected three-to four-week supply because we want stock in-house before the catalogs go out," says CEO John Schaeffer. Since the company buys outright, it uses purchase orders instead of contracts.
Catalogs charge at least double vendor prices to turn a profit, so selling through them can cut significantly into your margins. But the added cash flow from the bulk orders could open the possibility of your using direct mail to promote your own catalog or individual products.
Bill Nicolai, president of Nicolai and Associates, a catalog-consulting firm in Seattle, suggests that advertising your product in magazines targeted toward your customers not only will increase sales but also will help you grow the list of prospects that will ultimately buy from your own catalog. Check the library for Gale Directory of Publications and Broadcast Media and Bacon's Newspaper and Magazine Directory to find magazines geared to your market. In the meantime, Nicolai recommends you take a look at The Direct Marketing Handbook (McGraw-Hill, 800-262-4729, 1991, $69.50) for a thorough overview of direct advertising and catalog marketing.* * *
Curbing Cutthroat Couriers
My young mail-delivery/messenger service gets commitments from clients only to have them back out after their current, established courier matches our quote. We've never lost an account; we just can't gain any new ones. How do we compete with mature competitors?
Premiere Delivery Systems
North Hollywood, Calif.* * *
Realize your advantages as the new entry. If you're like most new businesses, you're more open to risk than established competitors are. You're also freer to respond to changes in the volatile market you're in, says Steve Miley, president of the Messenger Courier Association of the Americas (MCAA) and vice-president of Go-Between, a Los Angeles courier. "With fewer resources to shift around, you can change directions quickly," he adds. The tricky part is exploiting those advantages.
There are three things you should do: reevaluate your strengths (and weaknesses), fine-tune your pitch, and sell. Gregg Baron, president of Success Sciences, a sales-training firm in Tampa, suggests you shop competitors' services, identify their weak spots, and gauge how your service is faster, less expensive, or more efficient.
In your ads, make it clear why your service is the best choice. Try marketing tactics that keep you in the minds of would-be clients. Sending out Rolodex-type business cards worked for Vicki Whiteford, CEO of All-Ways Courier. (See " Stand and Deliver," November 1992.) As Whiteford did, offer to be the backup to a customer's current courier. "Once one of the bigger players screws up," says Miley, "you'll be there to pick up the account."
You'll still need to improve performance to boost credibility. Start by making customer service job one, and deliver on your word. Baron suggests having clients draw up wish lists of services they deem most valuable. Try extended hours, frequent- or bulk-delivery discounts, unconditional guarantees, even service demonstrations. "If you find customers are willing to sacrifice quality for price, you probably won't want their business, anyway," reasons Harry Geller, CEO of Global Mail, in Sterling, Va.
Geller finds prospective clients through Postal Customer Councils, groups linking carriers and customers. Call your post office to locate councils in your area. The MCAA (202-833-8963; annual dues, $475), a 400-member gold mine of couriers, clients, and suppliers, offers noncompeting peer networks, seminars, and newsletters. The Association of Messenger Courier Services (714-678-1028; annual dues, $600) is your local version of the MCAA. For tips on positioning your business, try Niche Selling: How to Find Your Customer in a Crowded Market, by Bill Brooks (Business One Irwin, 312-789-6000, 1992, $24.95), and Finding Your Niche: Marketing Your Professional Service, by Bart Brodsky and Janet Geis (Community Resource Institute, 510-525-9663, 1992, $15.95).* * *
Founders and Sons
I just left a sales job to work for my father's environmental-cleanup business. Now he wants me to take it over. (My siblings, ages 15 and 3, won't be involved anytime soon.) Although he's only 42, my father says he wants to retire completely. It's a great opportunity -- last year was the company's best yet -- but I'm not convinced he really wants out. How do we plan the succession?
Name Withheld* * *
"There's a temptation to design the business around the family instead of planning the business's future and asking how the family fits into it," says Steve Swartz, consulting principal with McGladrey & Pullen's Family Business Group, in Minneapolis. "Your long-term strategy should focus on what you and your dad can do to reach the management goals you both set for the company."
Does your father really want out? "Everyone wants to retire at 42," observes Robert Zobel, a partner with Deloitte & Touche in Fort Lauderdale, Fla. "But after six months of sitting on his hands, he'll want back in." If he stays in the business, he deserves income. If not, John Messervey, director of the National Family Business Council, in Lake Forest, Ill., asks, "Does Dad expect an annuity for the next 40 years? That's a prescription for conflict."
Also, three siblings far apart in age are like three only children. Messervey warns that each may expect a legacy.
Zobel suggests an alternative to taking ownership outright. Have your father work part-time and take a reduced salary. Write up a contract specifying the amount of stock you'll get for meeting specific goals. If you prove competent, your father may give you a majority share. And when it's appropriate, you can present siblings with minority stakes or other, nonbusiness assets. Your dad, as founder and holder of key employee and customer relationships, can help if you run into trouble.
Zobel recommends Michael Cohn's book Passing the Torch (McGraw-Hill, 800-262-4729, 1992, $17.95) as the only book written in lay terms on the subject of succession, retirement, and estate planning. Also, you may want to refer to " Daddy Dearest" (January 1991) and " Putting the House in Order" (March 1991), both of which focus on potential problems in a company's succession planning.* * *
Reported by Karen E. Carney, Michael P. Cronin, and Phaedra Hise.