Havas – ‘425’ on 7/18/00 re: Snyder Communications Inc

On:  Tuesday, 7/18/00, at 5:18pm ET   ·   Accession #:  928385-0-1940   ·   File #:  1-12145

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

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Business-Combination Transaction Communication         3     14K 

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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 June 5, 2000, Havas Advertising issued the following press release           
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.      

[LOGO OF HAVAS ADVERTISING APPEARS HERE]  

Press Release                                                   June 5, 2000    

BRANN WORLDWIDE AND THE SALES MACHINE GROUP RANKED FIRST AND SECOND IN TERMS OF 
REVENUES BY THE DIRECT MARKETING ASSOCIATION

Rankings Demonstrate Havas Advertising's Strength in
Marketing Services Sector 

Levallois, France, June 5, 2000 --- The Havas Advertising Group, the world's 4th
largest communications group*, announced today that Brann Worldwide and The     
Sales Machine are ranked 1st and 2nd, respectively, in terms of revenues by the 
Direct Marketing Association (DMA). These rankings were reported in the DMA's   
Annual Direct Response Agency Report, published last week. In terms of billings,
Brann Worldwide is ranked first and The Sales Machine is in third place. These  
rankings reflect Havas Advertising's leadership position in the marketing       
services sector.                                                                

o  Brann Worldwide (1999 revenues of $479.9 million, according to DMA) is one of
   the four companies of Snyder Communications. Havas Advertising is on track to
   complete its acquisition of Snyder this summer at which point Brann Worldwide
will join the Diversified Agencies Group, headed by Jean-Michel Carlo.    

o  The Sales Machine (1999 revenues of $367.5 million, according to DMA) is part
of the Euro RSCG Worldwide network, one of the four Havas Advertising     
divisions. Launched in July 1999 and headed by Daniel Morel, The Sales    
 Machine counts 80 agencies in 40 countries. Headquartered in New York City,
   Euro RSCG Worldwide whose Chairman and CEO is Bob Schmetterer, is the world's
fifth largest agency network.                                             

"In our constant quest to improve the quality of the service we offer our       
clients, Havas Advertising has always sought to strengthen its performance in   
marketing services, the highest growth and most profitable sector of            
communications," according to Alain de Pouzilhac, Chairman and CEO of Havas     
Advertising. "These rankings of first and                                       

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second in terms of revenues demonstrate the successful execution of our strategy
as Havas Advertising expands its leadership position and further reinforces our 
premier presence as the best prepared among our peers for the digital           
revolution."                                                                    

About Havas Advertising                                                       

Havas Advertising (Paris Stock Exchange: EU.PA) is the world's fourth largest 
communications group*.  With its headquarters in Paris and two of its four    
operating divisions headquartered in New York and Madrid, Havas Advertising   
brings a multinational approach to its business that distinguishes it from    
other major advertising companies. Havas Advertising has a presence in 75     
countries, ranking among the top ten in 43 of those countries. Havas          
Advertising offers a complete line of communications services, including      
general advertising, direct marketing, media planning and buying, corporate   
communications, sales promotion, design, human resources, multimedia          
interactive communications and public relations. Following completion of the  
 Snyder Communications acquisition,  Havas Advertising expects to  have 2000 pro
forma annual billings of 20 billion euro, pro forma annual revenues of 2.2    
billion euro ( 45% from the US and 60% from marketing services) a worldwide   
presence of over 300 agencies and a staff of 20,000. Completion of the Snyder 
 Communications acquisition is subject to various conditions, including approval
of the transaction by the Snyder Communications stockholders and authorization
of the necessary capital increase by the Havas Advertising shareholders.      

Further information on Havas Advertising can be found on the company's website
at: www.havas-advertising.com.                                                

* Advertising Age Annual Agency Report ranking, April 24, 2000 and pro forma  
for Snyder Communications acquisition.                                        

Contacts : Julie-Emilie Ades :           (33 1)  41 34 30 16                    
Alain Camon :                 (33 1)  41 34 30 51         
Robert McCann :               (33 1)  41 34 36 32         
CorpCom@havas-advertising.fr                              
----------------------------                              

Forward-looking Information                                                     

This document contains certain "forward-looking statements". These forward-   
looking statements are subject to risks and uncertainties that could cause    
actual results for differ materially from the information presented herein.   
Forward-looking statements can be                                             

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identified by the use of forward-looking words, such as "may," "will,"        
"project," "estimate," "anticipate," "believe," "expect," "continue,"         
 "potential," "opportunity," or comparable words or expressions. Certain factors
that could cause actual results to differ materially from expected results    
include but are not limited to: general economic conditions, the ability to   
retain existing and attract new clients, client losses, changes in advertising
and marketing budgets of clients, the ability to retain key personnel while   
continuing to control labor costs, the impact of industry competition, the    
ability to implement the company's growth strategy and to complete and        
integrate acquisitions, 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 THE 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 web  
site, 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 Communicationsmanagement 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.          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘425’ Filing		Date		First		Last			Other Filings
Filed on:		7/18/00							425
		6/7/00		1					425
		6/5/00		1
		4/24/00		2
		12/31/99		1					10-K,  11-K
									List all Filings