Perusing the pages of the financial section of this paper, have you ever noticed the tombstones?
That's right, tombstones. In spite of their name, they are actually advertisements for any sale of new securities--an initial public offering of stock (IPO), a bond sale or a merger between two companies. U.S. securities laws apply to these notices, and are fairly strict as to what is allowed. Typically, tombstones announce the name of the company or companies, the type of offering and size (that is, the number of shares), the offering price and date, a bit of legalese, and the name of the underwriters.
The last part is often the most intriguing. Wall Street being the competitive arena that it is, its denizens love to see who is bringing the security to market, whether there is an underwriting syndicate, and if so, how the names are situated on the tombstone. As in the movies, placement is everything, and Wall Street firms have been known to feud over who gets top billing.
No one knows how these notices came to be called "tombstones," and even though the Securities and Exchange Commission does have jurisdiction over them, they predate the securities laws of 1933 and 1934. Since the tombstones are usually in a box with a black border, containing a minimal amount of text surrounded by empty space, they look like, well, something you'd find in a cemetery.
However, the Wall street tombstones are in fact more like a cross between a birth announcement and an obituary, since they simultaneously announce new securities underwritings, but also that they have just been sold. Interested consumers might call the lead underwriter or other members of the syndicate to get a copy of the prospectus (or look on the Internet at www.sec.gov), but chances of being able to buy the security as a result of seeing the tombstone are fairly remote.
Tombstones can be either a quarter, half or even a full page. Obviously, the larger the deal, the larger the tombstone, and Wall Street firms try to outdo each other at the end of the year by promoting their annual accomplishments in full-page tombstones. There aren't any figures on the exact number of tombstones that appear in the financial press each year, but a New York-based outfit, Competitrack, monitors business-to-business tombstone advertising and estimates that $50 million was spent on them in 1998, many of them appearing in The Wall Street Journal and other financial publications.
So the next time you come upon one of these tombstones, pause for a second and reflect. Here lies, in the parlance of the street, a deal that is "dead and buried."