Havas · 425 · Snyder Communications Inc · On 7/18/00

Filed On 7/18/00 5:19pm ET   ·   SEC File 1-12145   ·   Accession Number 928385-0-1941

Business-Combination Transaction Communication   —   Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Business-Combination Transaction Communication         4     19K 

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                                                      Filed by Havas Advertising
                           Pursuant to Rule 425 under the Securities Act of 1933

                                         Subject Company:  Snyder Communications
                                                    Commission File No:  1-12145

The following is an amendment and restatement of materials filed by Havas       
Advertising pursuant to Rule 425 under the Securities Act of 1933 on June 7,    
2000:                                                                           

On April 4, 2000, Havas Advertising and Snyder Communications issued the        
following joint press release related to the proposed acquisition of Snyder     
Communications by Havas Advertising. INFORMATION CONCERNING THE PARTICIPANTS IN 
THE PROXY SOLICITATION IS SET FORTH OPPOSITE THE FIRST SEVEN BENEFICIAL OWNERS  
LISTED IN ITEM 12 OF THE ANNUAL REPORT ON FORM 10-K OF SNYDER COMMUNICATIONS FOR
THE YEAR ENDED DECEMBER 31, 1999 ON FILE WITH THE SEC (COMMISSION FILE          
NO. 1-12154). INVESTORS WILL BE ABLE TO OBTAIN THE DOCUMENTS FREE OF CHARGE AT  
THE SEC'S WEB SITE, WWW.SEC.GOV.                                                

COMPANY PRESS RELEASE                                                           

HAVAS ADVERTISING AND SNYDER COMMUNICATIONS FILE NOTIFICATION AND 
REPORT FORMS WITH THE FEDERAL TRADE COMMISSION AND ANTITRUST  
DIVISION OF THE DEPARTMENT OF JUSTICE 

LEVALLOIS, FRANCE and BETHESDA, MD, APRIL 4, 2000 - Havas Advertising (Paris    
Stock Exchange:EUROPA) and Snyder Communications, Inc. (NYSE:SNC) today filed   
the required notification and report forms pursuant to the Hart-Scott-Rodino    
Antitrust Improvements Act of 1976 with respect to the previously announced     
merger of Havas Advertising and Snyder Communications.                          

Upon the completion of the merger, holders of SNC common stock will receive     
American Depositary Shares (ADSs) of Havas Advertising having a value of $29.50 
per share of SNC common stock, subject to certain "collar" provisions depending 
on the market price of the Havas Advertising ordinary shares underlying the     
Havas Advertising ADSs for the 20 trading days leading up to the merger, as     
provided under the terms of the merger agreement. Snyder Communications'        
Circle.com common stock (Nasdaq:CIRC), the tracking stock for Snyder            
Communications' Internet services business, will remain outstanding after the   
merger.                                                                         

In addition to antitrust approval, the completion of the merger transaction is  
subject to shareholder approval and customary closing conditions. The parties   
anticipate the merger will be completed in the second or third quarter of this  
year.                                                                           

FORWARD-LOOKING INFORMATION                                                     

This news release contains certain "forward-looking statements" about the       
proposed merger of Havas Advertising and Snyder Communications. Those include   
statements regarding the anticipated completion date of the transaction.        
Forward-looking statements can be identified by the fact that they do not relate
strictly to historical or current facts. They often include words like          
"believe," "expect," "anticipate," "estimated," "pro forma," and "intend" or    
future or conditional verbs such as "will," "would" or "may." Certain factors   
that could cause actual results to differ materially from expected results      
include delays in completing the merger, difficulties in integrating the        
operations of Snyder Communications into the Havas Advertising divisions, and   
changes in                                                                      

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general economic conditions that may adversely affect the businesses in which   
Havas Advertising and Snyder Communications are engaged and changes in the      
securities markets.                                                             

ADDITIONAL INFORMATION                                                          

Havas Advertising and Snyder Communications will be filing a proxy statement/   
prospectus and other relevant documents concerning the merger with the          
Securities and Exchange Commission (SEC). WE URGE INVESTORS TO READ PROXY       
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS 
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors   
will be able to obtain the documents free of charge at the SEC's website,       
www.sec.gov. In addition, documents filed with the SEC by Havas Advertising will
be available free of charge from its Secretaire General, at 84, rue de Villiers,
92683 Levallois-Perret Cedex, France, 00-33-1-41 34 30 00. Documents filed with 
the SEC by Snyder Communications will be available free of charge from its      
Corporate Secretary at 6903 Rockledge Drive, Bethesda, Maryland 20817, 301-571- 
6265.                                                                           

INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES  
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS.                     

Snyder Communications and its directors, executive officers and certain other   
members of Snyder Communications management and employees may be soliciting     
proxies from Snyder Communications shareholders in favor of the merger.         
Information concerning the participants in the proxy solicitation will be set   
forth in the proxy statement/prospectus when it is filed with the SEC.          

CONTACTS:                                                                       

FRANCE:                                                                         
HAVAS ADVERTISING                                                               
Alain Camon  33 1 41 34 30 51                                                   
Robert McCann  33 1 41 34 36 32                                                 
or                                                                    
U.S.:                                                                           
SNYDER COMMUNICATIONS, INC.                                                     
Clay Perfall                                                                    
301/571-6270                                                                    
or                                                                    
ARNOLD PUBLIC RELATIONS                                                         
John Isaf                                                                       
617/587-8923                                                                    

*  *  * 

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On April 20, 2000, Havas Advertising and Snyder Communications issued the       
following joint press release related to the proposed acquisition of Snyder     
Communications by Havas Advertising.  INFORMATION CONCERNING THE PARTICIPANTS IN
THE PROXY SOLICITATION IS SET FORTH OPPOSITE THE FIRST SEVEN BENEFICIAL OWNERS  
LISTED IN ITEM 12 OF THE ANNUAL REPORT ON FORM 10-K OF SNYDER COMMUNICATIONS FOR
THE YEAR ENDED DECEMBER 31, 1999 ON FILE WITH THE SEC (COMMISSION FILE NO. 1-   
12154). INVESTORS WILL BE ABLE TO OBTAIN THE DOCUMENTS FREE OF CHARGE AT THE    
SEC'S WEB SITE, WWW.SEC.GOV.                                                    

COMPANY PRESS RELEASE                                                           

SNYDER COMMUNICATIONS AND HAVAS ADVERTISING RECEIVE ANTI-TRUST APPROVAL OF  
MERGER FROM THE FEDERAL TRADE COMMISSION AND THE DEPARTMENT OF JUSTICE  

LEVALLOIS, FRANCE and BETHESDA, MD, APRIL 20, 2000 - Snyder Communications,     
Inc. (NYSE:SNC) and Havas Advertising (Paris Stock Exchange:EU.PA)  today       
announced they were granted an early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 to commence the previously 
announced merger of Havas Advertising and Snyder Communications.                

Snyder Communications and Havas Advertising anticipate the merger will be       
completed in the second or third quarter of this year.  The completion of the   
merger transaction is subject to shareholder approval and customary closing     
conditions.                                                                     

Upon the completion of the merger, holders of SNC common stock will receive     
American Depositary Shares (ADSs) of Havas Advertising having a value of $29.50 
per share of SNC common stock, subject to certain "collar" provisions depending 
on the market price of the Havas Advertising ordinary shares underlying the     
Havas Advertising ADSs for the 20 trading days leading up to the merger, as     
provided under the terms of the merger agreement.  Snyder Communications'       
Circle.com common stock (Nasdaq:CIRC), the tracking stock for Snyder            
Communications' Internet services business, will remain outstanding after the   
merger.                                                                         

FORWARD-LOOKING INFORMATION                                                     

This news release contains certain "forward-looking statements" about the       
proposed merger of Havas Advertising and Snyder Communications. Those include   
statements regarding the anticipated completion date of the transaction.        
Forward-looking statements can be identified by the fact that they do not relate
strictly to historical or current facts. They often include words like          
"believe," "expect," "anticipate," "estimated," "pro forma," and "intend" or    
future or conditional verbs such as "will," "would" or "may." Certain factors   
that could cause actual results to differ materially from expected results      
include delays in completing the merger, difficulties in integrating the        
operations of Snyder Communications into the Havas Advertising divisions, and   
changes in general economic conditions that may adversely affect the businesses 
in which Havas Advertising and Snyder Communications are engaged and changes in 
the securities markets.                                                         

ADDITIONAL INFORMATION                                                          

Havas Advertising and Snyder Communications will be filing a proxy              
statement/prospectus and other relevant documents concerning the merger with the
Securities                                                                      

425
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and Exchange Commission (SEC). WE URGE INVESTORS TO READ PROXY                  
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS 
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors   
will be able to obtain the documents free of charge at the SEC's website,       
www.sec.gov. In addition, documents filed with the SEC by Havas Advertising will
be available free of charge from its Secretaire General, at 84, rue de Villiers,
92683 Levallois-Perret Cedex, France, 00-33-1-41 34 30 00. Documents filed with 
the SEC by Snyder Communications will be available free of charge from its      
Corporate Secretary at 6903 Rockledge Drive, Bethesda, Maryland 20817, 301-571- 
6265.                                                                           

INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT          
BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS.             

Snyder Communications and its directors, executive officers and certain         
other members of Snyder Communications management and employees may be          
soliciting proxies from Snyder Communications shareholders in favor of the      
merger.  Information concerning the participants in the proxy solicitation will 
be set forth in the proxy statement/prospectus when it is filed with the SEC.   

CONTACTS:                                                                       

INVESTOR CONTACT:                                                               
U.S.:                                                                           
SNYDER COMMUNICATIONS, INC.                                                     
Clay Perfall                                                                    
Chief Financial Officer                                                         
301/571-6270                                                                    
or                                                                    
FRANCE:                                                                         
HAVAS ADVERTISING                                                               
Alain Camon  33 1 41 34 30 51                                                   
or                                                                    
Robert McCann  33 1 41 34 36 32                                                 
or                                                                    
MEDIA CONTACT:                                                                  
ARNOLD PUBLIC RELATIONS                                                         
Bill Alberti                                                                    
617/587-8912                                                                    

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 425 Filing		Date		First		Last			Other Filings
		12/31/99		1		3			10-K, 11-K
		4/4/00		1
		4/20/00		3
		6/7/00		1					425
Filed On / Filed As Of		7/18/00							425
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