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Snyder Communications Inc · 424B4 · On 5/21/98

Filed On 5/21/98 · SEC File 333-50929 · Accession Number 950109-98-3398

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 5/21/98  Snyder Communications Inc         424B4                  1:86                                     950109

Prospectus · Rule 424(b)(4)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B4       424B4 Filing                                          86    548K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Available Information Business Capitalization Cash and equivalents Considerations for Non-United States Holders Dividend Policy Experts Growth Strategy Incorporation of Certain Information by Reference Index to Consolidated Financial Statements Legal Matters Lines of credit Management Marketable securities Net periodic pension cost Notes to Consolidated Financial Statements Price Range of Common Stock Principal Stockholders Pro forma net income (loss) Reliance on Significant Clients Report of Independent Public Accountants Revenues Risk Factors Selling Stockholders Shares Eligible for Future Sale Summary Underwriting Use of Proceeds
1	1st Page
4	Summary
5	Growth Strategy
10	Risk Factors
"	Reliance on Significant Clients
16	Use of Proceeds
"	Dividend Policy
"	Price Range of Common Stock
17	Capitalization
18	Business
26	Management
28	Principal Stockholders
30	Selling Stockholders
35	Shares Eligible for Future Sale
37	Considerations for Non-United States Holders
40	Underwriting
43	Legal Matters
"	Experts
"	Available Information
44	Incorporation of Certain Information by Reference
45	Index to Consolidated Financial Statements
51	Revenues
54	Report of Independent Public Accountants
59	Notes to Consolidated Financial Statements
62	Cash and equivalents
63	Marketable securities
70	Lines of credit
77	Pro forma net income (loss)
78	Net periodic pension cost

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                                                      Pursuant to Rule 424(b)(4)
                                                      Registration No. 333-50929

PROSPECTUS                                                                      

7,068,006 SHARES  

[LOGO OF SYNDER COMMUNICATIONS, INC. APPEARS HERE]  

COMMON STOCK  

---------------   

Of the 7,068,006 shares of Common Stock of Snyder Communications, Inc. (the 
"Company") offered hereby, 500,064 are being offered by the Company and         
6,567,942 are being offered by certain stockholders of the Company (the         
"Selling Stockholders"). The Company and certain other stockholders of the      
Company (the "Over-Allotment Selling Stockholders") have granted to the         
Underwriters options to purchase up to 1,060,200 additional shares to cover     
over-allotments, if any. The Company will not receive any of the proceeds from  
the sale of the shares of Common Stock by the Selling Stockholders.             

Of the 7,068,006 shares of Common Stock offered hereby, 1,413,601 are being 
offered for sale initially outside the United States and Canada by the          
International Managers and 5,654,405 shares are being offered for sale          
initially in a concurrent offering in the United States and Canada by the U.S.  
Underwriters. The initial public offering price and the underwriting discount   
per share will be identical for both Offerings. See "Underwriting."             

The Common Stock is listed on the New York Stock Exchange under the symbol  
"SNC." On May 20, 1998, the last sale price of the Common Stock as reported on  
the New York Stock Exchange was $42. See "Price Range of Common Stock."         

SEE "RISK FACTORS" BEGINNING ON PAGE 7 OF THIS PROSPECTUS FOR A DISCUSSION  
OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT   
IN THE COMMON STOCK OFFERED HEREBY.                                             

---------------   

THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES  AND  
EXCHANGE  COMMISSION  OR   ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE  
SECURITIES  AND EXCHANGE  COMMISSION  OR ANY  STATE SECURITIES  COMMISSION  
PASSED   UPON  THE  ACCURACY  OR   ADEQUACY  OF  THIS  PROSPECTUS.   ANY  
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                   
------------------------------------------------------------------------------- 
------------------------------------------------------------------------------- 

                                                                · Download Table

                                                                    PROCEEDS TO 
                                PRICE TO   UNDERWRITING PROCEEDS TO   SELLING   
                                 PUBLIC    DISCOUNT(1)  COMPANY(2)  STOCKHOLDERS
--------------------------------------------------------------------------------
                                                                                
Per Share...................     $42.00       $1.68       $40.32       $40.32   
--------------------------------------------------------------------------------
Total(3)....................  $296,856,252 $11,874,250  $20,162,580 $264,819,421

------------------------------------------------------------------------------- 
------------------------------------------------------------------------------- 
(1) The Company, the Selling Stockholders and the Over-Allotment Selling        
Stockholders have agreed to indemnify the several Underwriters against  
certain liabilities, including liabilities under the Securities Act of  
1933, as amended. See "Underwriting."                                   
(2) Before deducting expenses payable by the Company, estimated at $1,050,000.  
(3) The Company and the Over-Allotment Selling Stockholders have granted the    
 International Managers and U.S. Underwriters options to purchase up to an
additional 212,040 shares and 848,160 shares of Common Stock,           
 respectively, exercisable within 30 days after the date hereof, solely to
 cover over-allotments, if any. If such options are exercised in full, the
total Price to Public, Underwriting Discount, Proceeds to Company and   
Proceeds to Selling Stockholders (including in such case, the Over-     
Allotment Selling Stockholders) will be $341,384,652, $13,655,386,      
$37,096,980 and $290,632,285, respectively. See "Underwriting."         

---------------   

The shares of Common Stock are offered by the several Underwriters, subject 
to prior sale, when, as and if issued to and accepted by them, subject to the   
approval of certain legal matters by counsel for the Underwriters and certain   
other conditions. The Underwriters reserve the right to withdraw, cancel or     
modify such offer and to reject orders in whole or in part. It is expected      
that delivery of the shares of Common Stock will be made in New York, New       
York, on or about May 27, 1998.                                                 

---------------   

MERRILL LYNCH INTERNATIONAL                         GOLDMAN SACHS INTERNATIONAL 
BEAR, STEARNS INTERNATIONAL LIMITED       NATIONSBANC MONTGOMERY SECURITIES LLC 

---------------   

The date of this Prospectus is May 20, 1998.  

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[INSIDE FRONT COVER]  

Snyder Communications, Inc.                                                     

Complete targeted marketing solutions                                           

Snyder provides a wide range of integrated targeted marketing solutions to      
Fortune 500 companies across a wide variety of industries.                      

[_] Pharmaceutical                                                              
[_] Healthcare                                                                  
[_] Financial Services                                                          
[_] Consumer Packaged Goods                                                     
[_] Telecommunications                                                          
[_] Gas and Electric Utilities                                                  
[_] Technology                                                                  

[Images of: logo stating "SNC Listed NYSE The New York Stock Exchange"; client  
logos; picture of a one dollar bill, an arrow pointing upwards and a dollar sign
displayed on a tag connected to a line ascending upwards from left to right in a
step-like fashion; photograph of satellite dishes; contents of a sample pack;   
globe; capsules of medication; photograph of high-tension wire towers.]         

Certain persons participating in the Offerings may engage in transactions   
that stabilize, maintain or otherwise affect the price of the Common Stock.     
Such transactions may include stabilizing, the purchase of Common Stock to      
cover syndicate short positions and the imposition of penalty bids. For a       
description of these activities, see "Underwriting."                            

MERRILL LYNCH SPECIALISTS INC. ("MLSI"), AN AFFILIATE OF MERRILL LYNCH,     
PIERCE, FENNER & SMITH INCORPORATED, ONE OF THE UNDERWRITERS, ACTS AS A         
SPECIALIST IN THE COMMON STOCK OF THE COMPANY PURSUANT TO THE RULES OF THE NEW  
YORK STOCK EXCHANGE, INC. UNDER AN EXEMPTION GRANTED BY THE SECURITIES AND      
EXCHANGE COMMISSION ON JULY 31, 1995, MLSI WILL BE PERMITTED TO CARRY ON ITS    
ACTIVITIES AS A SPECIALIST IN THE COMMON STOCK FOR THE ENTIRE PERIOD OF THE     
DISTRIBUTION OF THE COMMON STOCK. THE EXEMPTION IS SUBJECT TO THE SATISFACTION  
BY MLSI OF THE CONDITIONS SPECIFIED IN THE EXEMPTION.                           

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[Gatefold]  

Snyder Communications, Inc.                                                     

The company identifies high-value consumer segments; designs and implements     
targeted sales and marketing programs; and provides customer care and retention 
services.                                                                       

Offering a broad array of services                                              

[_] Proprietary databases of targeted consumers and businesses                  
[_] Database management services                                                
[_] Pharmaceutical detailing                                                    
[_] Targeted product sampling programs and publications                         
[_] Strategic planning and consulting                                           
[_] Marketing program consultation                                              
[_] Field sales representatives                                                 
[_] WallBoard(R) information displays                                           
[_] Creative services                                                           
[_] Direct mail, fulfillment capabilities                                       
[_] Interactive services                                                        

[Images of: globe; photo collages of WallBoards(R); distributor presenting      
sample pack to new mother; photographs of medical detailing representatives with
physicians, working parents and healthcare professionals; representative        
contents of sample packs; pamphlets included in sample packs; database operators
with computers.]                                                                

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SUMMARY 

 The following description is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and the financial statements 
and notes thereto appearing elsewhere or incorporated by reference in this      
Prospectus. Unless otherwise indicated, all information in this Prospectus (a)  
assumes no exercise of the Underwriters' over-allotment options and (b) assumes 
that each of the entities acquired by the Company through a pooling of          
interests transaction was a wholly-owned subsidiary of the Company. As used     
herein, the "Company" means Snyder Communications, Inc., including the          
acquisitions and its other directly and indirectly owned subsidiaries.          

THE COMPANY 

 The Company is a rapidly growing international provider of complete marketing
solutions primarily to Fortune 500 size companies. The Company integrates its   
various capabilities, including its proprietary distribution channels,          
producing value-added marketing solutions. The Company identifies high value    
market segments; designs and implements marketing programs to reach them;       
initiates and closes sales on behalf of its clients; and provides customer      
care, retention and loyalty marketing services. The Company's resources include 
proprietary databases of targeted consumers and small businesses, database      
management services, pharmaceutical detailing services, pharmaceutical          
consulting, medical educational communications, proprietary product sampling    
programs and publications, sponsored information displays in proprietary        
locations, marketing program consultants, creative services, field sales and    
marketing representatives, customer service representatives, interactive        
services and direct mail and fulfillment capabilities. By expanding the range   
of its capabilities, its specialized distribution channels and its geographic   
presence, the Company seeks to provide a single source for its clients'         
outsourced sales and marketing needs.                                           

The Company's consolidated revenues, restated to include revenues from all  
acquisitions accounted for as pooling of interests transactions for all         
reported periods, increased from $334.1 million in 1995 to $428.9 million in    
1996, and to $520.0 million in 1997, and from $118.6 million in the first three 
months of 1997 to $146.9 million in the first three months of 1998. Through     
1997, substantially all of the Company's operations (excluding operations of    
1998 acquisitions) were located in the United States and the United Kingdom. In 
1998, the Company established operations in continental Europe principally      
through two acquisitions in France.                                             

The Company's clients primarily are global companies with large annual sales
and marketing expenditures facing significant competitive pressures to retain   
or expand market share. The clients operate in various industries, including    
pharmaceuticals, consumer packaged goods, financial services,                   
telecommunications and gas and electric utilities. The Company's ten largest    
current clients based on 1997 revenues, listed alphabetically, are Astra        
Pharmaceuticals, Bell Atlantic, Bristol Myers Squibb, IBM, McDonald's, Novartis 
Consumer Health, Pharmacia & Upjohn, Procter & Gamble, Volkswagen of America    
and Wyeth-Ayerst. Several of these clients use the services of more than one of 
the Company's service groups.                                                   

Since completing its initial public offering in September 1996, the Company 
has significantly expanded the range of marketing and sales services it is able 
to offer its clients. This expansion has been accomplished both by building and 
initiating new programs or service offerings and by acquiring businesses that   
offer complementary services. The service offerings of acquired companies have  
been combined with those previously offered by the Company to create four       
service groups: Medical Services; Media and Sampling Services; Communications   
Services; and Data Delivery Services. Utilizing the service offerings of its    
four service groups, the Company's goal is to provide complete marketing        
solutions for its clients. The Medical Services group specializes in            
establishing and monitoring marketing plans as well as face-to-face interaction 
with physicians or other healthcare providers to market clients' pharmaceutical 
products. The programs offered by the Media and Sampling Services group are     
designed to stimulate and create brand awareness for the clients' products. The 
Communications Services group's offerings are designed to establish brand       
awareness for clients' products and                                             

1 

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to provide targeted customer acquisition and customer care, retention and       
loyalty marketing. The Data Delivery Services group provides services that      
enable the Company's clients to target the right customers for their products   
and services.                                                                   

During 1997 and 1998, the Company made strategic acquisitions to broaden the
range of services it provides to clients, to expand the geographic reach of its 
services and to enhance its clients' access to strategic consumer groups. To    
complement and supplement its existing management depth, the Company retained   
key members of management of each of the acquired companies.                    

GROWTH STRATEGY                                                                 

The Company believes that it is well positioned to capitalize on increased  
demand for marketing services due to the outsourcing of marketing and sales     
functions, changes in the regulatory environment and increased demand for       
marketing services in Europe by providing its clients with integrated global    
marketing solutions and the capability to reach strategic consumer groups,      
including aging baby-boomers, multicultural populations and young consumers. In 
order to capitalize on this increased demand and its existing resources and to  
continue its growth, the Company plans to broaden the range of services offered 
to existing and future clients, expand its global presence, increase the scale  
of its services and pursue strategic acquisitions.                              

Leverage Client Base and Broaden Range of Services. The Company intends to  
continue its growth by providing a broader range of services to its existing    
clients. Through its recent acquisitions and internal growth, the Company has   
significantly increased the types of services and the range of targeted         
marketing channels that the Company can offer its clients. The Company is       
actively leveraging its demonstrated success on behalf of existing clients by   
offering such clients additional Company services. The Company also believes it 
can more successfully attract new clients as a result of its increased          
capabilities.                                                                   

Expand Global Presence. The Company intends to continue expanding the       
geographic markets in which it provides services. Many of the Company's         
existing and potential clients are large companies that market products         
globally. Developing an expanded geographic market reach will enable the        
Company to offer single-source solutions for its clients' global outsourced     
sales and marketing needs. In furtherance of this strategy, the Company's       
recent acquisitions have given the Company marketing capabilities in            
continental Europe and have significantly enhanced the Company's presence in    
the U.K. The Company expects that its further geographic expansion will be      
accomplished by performing services for existing clients in new geographic      
markets and by acquiring companies that perform services in new geographic      
markets similar to those already provided by the Company.                       

Increase Scale of Services. The Company intends to continue to increase the 
scale of services it can offer to clients. Many of the Company's current and    
prospective clients, particularly those served by the Communications Services   
and Medical Services groups, have an increasing need for global, comprehensive, 
large-scale marketing solutions. By expanding its capacity to perform large     
projects, the Company intends to enhance its ability to provide single-source   
marketing solutions to its clients.                                             

Pursue Strategic Acquisitions. The Company intends to continue to supplement
its growth through strategic acquisitions. The Company expects to pursue        
acquisition opportunities that give the Company additional proprietary channels 
of distribution to important demographic segments, offer complementary services 
or replicate the Company's existing marketing capabilities in unserved          
geographic markets. The Company believes that the fragmentation in the          
marketing services industry provides opportunities for the Company to           
selectively pursue complementary domestic and international acquisitions.       
Although there are no definitive agreements, understandings or arrangements at  
this time, the Company is currently and expects to continue evaluating          
acquisition opportunities.                                                      

The Company's corporate headquarters are located at Two Democracy Center,   
6903 Rockledge Drive, Bethesda, Maryland, 20817, and its telephone number is    
(301) 468-1010.                                                                 

2 

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THE OFFERINGS 

The offering of 5,654,405 shares of the Company's Common Stock, par value   
$.001 per share, in the United States and Canada (the "U.S. Offering") and the  
offering of 1,413,601 shares of the Common Stock outside the United States and  
Canada (the "International Offering") are collectively referred to herein as    
the "Offerings."                                                                

Common Stock Offered:                                                     
By the Company.............................    500,064 shares         
By the Selling Stockholders................  6,567,942 shares         
                            ----------
Total....................................  7,068,006 shares       
                            ==========
Common Stock to be Outstanding After the Of-  61,914,402 shares           
ferings(1)..................................                            
Use of Proceeds.............................. The net proceeds to be      
                                              received by the Company from
                                            the Offerings will be used
                                          to fund working capital,
                                       capital expenditures,
                                            potential acquisitions and
                                             general corporate purposes.
                                              The Company will not receive
                                            any proceeds from the sale
                                              of shares of Common Stock by
                                           the Selling Stockholders.
                                        See "Use of Proceeds."
New York Stock Exchange Symbol............... SNC                         

--------                                                                        
(1) Includes 71,544 shares issuable upon exercise of outstanding options and    
   expected to be sold in the Offerings. Does not include (i) 9,669,536 shares
  of Common Stock reserved for issuance upon exercise of outstanding options
and (ii) 2,035,781 shares of Common Stock available for future issuance 
under the Company's 1996 Stock Incentive Plan. See "Shares Eligible for 
Future Sale."                                                           

3 

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SUMMARY CONSOLIDATED FINANCIAL DATA 

The following table sets forth summary consolidated financial data of the   
Company as of and for each of the years in the five year period ended December  
31, 1997, and for the three months ended March 31, 1997 and March 31, 1998,     
after giving effect to all transactions accounted for as poolings of interests  
(the "Mergers"). The table gives effect to all of the Mergers, as if they had   
occurred at the beginning of the earliest period presented. The table also sets 
forth unaudited pro forma income statement data for each of the years in the    
five year period ended December 31, 1997, and for the three months ended March  
31, 1997 and March 31, 1998, which give pro forma effect to federal, state and  
city income taxes as if all operations of the Company were subject to such      
taxes for all periods presented. The income statement data for each of the      
years in the three year period ended December 31, 1997 and the balance sheet    
data as of December 31, 1996 and December 31, 1997 are derived from the audited 
consolidated financial statements of the Company. All other income statement    
and balance sheet data presented are derived from unaudited consolidated        
financial statements of the Company and in the opinion of the management of the 
Company include all adjustments, consisting of normal and recurring             
adjustments, which are necessary to present fairly the combined results of      
operations and financial position of the Company for each period presented. The 
following summary consolidated selected financial data should be read in        
conjunction with the consolidated financial statements and notes thereto        
included elsewhere in this Prospectus.                                          

                                                         Table on following page

4 

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                                                        · Enlarge/Download Table

                                                                                FOR THE THREE MONTHS   
                                   FOR THE YEARS ENDED DECEMBER 31,                ENDED MARCH 31,     
                          ----------------------------------------------------  ---------------------- 
                             1993        1994       1995      1996      1997       1997        1998    
                          ----------- ----------- --------  --------  --------  ----------  ---------- 
                          (UNAUDITED) (UNAUDITED)                                    (UNAUDITED)       
                               (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                                
                                                                                                       
INCOME STATEMENT                                                                                       
 DATA:(1)                                                                                              
Revenues................   $149,348    $235,356   $334,090  $428,897  $520,040  $  118,583  $  146,853 
Operating Expenses:                                                                                    
 Cost of services.......    101,428     151,644    215,059   297,942   363,006      82,906      97,493 
 Selling, general and                                                                                  
  administrative                                                                                       
  expenses..............     32,825      56,598     70,758    89,041   107,427      24,285      29,369 
 Compensation to                                                                                       
  stockholders..........      2,389       5,276      9,439     7,363    13,623       1,427         --  
 ESOP expense...........         30       2,203      2,172     6,553     5,411       1,245         --  
 Acquisition and related                                                                               
  costs(2)..............        --          --         --        --     39,431      16,181      33,953 
                           --------    --------   --------  --------  --------  ----------  ---------- 
Income (loss) from                                                                                     
 operations.............     12,676      19,635     36,662    27,998    (8,858)     (7,461)    (13,962)
Interest (expense)                                                                                     
 income, net............       (615)     (1,513)    (1,654)   (2,400)     (391)       (249)        738 
                           --------    --------   --------  --------  --------  ----------  ---------- 
Income (loss) from                                                                                     
 continuing operations                                                                                 
 before income taxes....     12,061      18,122     35,008    25,598    (9,249)     (7,710)    (13,224)
Income tax (provision)                                                                                 
 benefit................     (4,663)     (6,730)    (9,892)   (5,994)   (6,246)     (2,288)      2,346 
                           --------    --------   --------  --------  --------  ----------  ---------- 
Income (loss) from                                                                                     
 continuing operations..      7,398      11,392     25,116    19,604   (15,495)     (9,998)    (10,878)
Loss from discontinued                                                                                 
 operations(3)..........        --          --         --     (1,498)   (1,507)       (558)        --  
                           --------    --------   --------  --------  --------  ----------  ---------- 
Income (loss) before                                                                                   
 extraordinary item.....      7,398      11,392     25,116    18,106   (17,002)    (10,556)    (10,878)
Extraordinary item, less                                                                               
 applicable income taxes                                                                               
 of $806(4) ............        --          --         --     (1,215)      --          --          --  
                           --------    --------   --------  --------  --------  ----------  ---------- 
  Net income (loss).....   $  7,398    $ 11,392   $ 25,116  $ 16,891  $(17,002) $  (10,556) $  (10,878)
                           ========    ========   ========  ========  ========  ==========  ========== 
Historical net income                                                                                  
 (loss) per share:                                                                                     
 Basic net income (loss)                                                                               
  per share                                                                                            
  Income (loss) from                                                                                   
   continuing                                                                                          
   operations...........   $   0.15    $   0.23   $   0.48  $   0.37  $  (0.27) $    (0.18) $    (0.18)
                           ========    ========   ========  ========  ========  ==========  ========== 
  Net income (loss) per                                                                                
   share................   $   0.15    $   0.23   $   0.48  $   0.32  $  (0.30) $    (0.19) $    (0.18)
                           ========    ========   ========  ========  ========  ==========  ========== 
 Diluted net income                                                                                    
  (loss) per share                                                                                     
  Income (loss) from                                                                                   
   continuing                                                                                          
   operations...........   $   0.15    $   0.23   $   0.48  $   0.37  $  (0.27) $    (0.18) $    (0.18)
                           ========    ========   ========  ========  ========  ==========  ========== 
  Net income (loss) per                                                                                
   share................   $   0.15    $   0.23   $   0.48  $   0.32  $  (0.30) $    (0.19) $    (0.18)
                           ========    ========   ========  ========  ========  ==========  ========== 
Unaudited:                                                                                             
 Pro forma net income                                                                                  
  (loss) from continuing                                                                               
  operations(5).........   $  7,390    $ 10,846   $ 21,220  $ 14,291  $(18,900) $  (10,556) $  (12,432)
                           ========    ========   ========  ========  ========  ==========  ========== 
 Pro forma diluted net                                                                                 
  income (loss) per                                                                                    
  share from continuing                                                                                
  operations............   $   0.15    $   0.22   $   0.41  $   0.27  $  (0.33) $    (0.19) $    (0.21)
                           ========    ========   ========  ========  ========  ==========  ========== 
 Pro forma net income                                                                                  
  (loss)(5).............   $  7,390    $ 10,846   $ 21,220  $ 12,181  $(19,800) $  (10,863) $  (12,432)
                           ========    ========   ========  ========  ========  ==========  ========== 
 Pro forma diluted net                                                                                 
  income (loss) per                                                                                    
  share(6)..............   $   0.15    $   0.22   $   0.41  $   0.23  $  (0.35) $    (0.20) $    (0.21)
                           ========    ========   ========  ========  ========  ==========  ========== 
 Pro forma net income                                                                                  
  from continuing                                                                                      
  operations, excluding                                                                                
  non-recurring                                                                                        
  items(5)(7)...........   $  8,872    $ 15,322   $ 28,256  $ 22,061  $ 28,838  $    6,519  $   12,852 
                           ========    ========   ========  ========  ========  ==========  ========== 
 Pro forma diluted net                                                                                 
  income per share from                                                                                
  continuing operations,                                                                               
  excluding non-                                                                                       
  recurring                                                                                            
  items(6)(7)...........   $   0.19    $   0.31   $   0.54  $   0.42  $   0.50  $     0.11  $     0.21 
                           ========    ========   ========  ========  ========  ==========  ========== 
 Shares used in                                                                                        
  computing per share                                                                                  
  amounts:(6)                                                                                          
  Basic.................     47,783      49,324     52,030    52,487    56,624      55,413      60,135 
  Diluted...............     47,783      49,324     52,121    53,041    58,056      56,820      62,166 

                                                        · Enlarge/Download Table

                                         AS OF DECEMBER 31,                                
                         -------------------------------------------------- AS OF MARCH 31,
                            1993        1994       1995     1996     1997        1998      
                         ----------- ----------- -------- -------- -------- ---------------
                         (UNAUDITED) (UNAUDITED)                              (UNAUDITED)  
                                           (IN THOUSANDS)                                  
                                                                                           
BALANCE SHEET DATA:(1)                                                                     
 Total assets...........  $117,300    $157,269   $209,913 $295,990 $410,702    $524,679    
 Long-term debt(8)......    14,708      30,758     36,826   36,707   10,439       9,410    
 Redeemable ESOP                                                                           
  stock(9)..............       --          --         269    2,452    5,278       6,891    
 Total equity...........    20,569      20,398     33,170   70,275  144,582     241,846    

                                                     Footnotes on following page

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(1) Prior to the consummation on September 24, 1996 of the reorganization (the  
"Reorganization") in which the Company acquired all of the limited      
    partnership interests in Snyder Communications, L.P. (the "Partnership") and
 all of the issued and outstanding stock of the corporate general partner,
   Snyder Marketing Services, Inc. ("SMS"), the operations of the Company were
  conducted through the Partnership. The Partnership was owned 63.85% by SMS
and 36.15% by the limited partners. The Reorganization resulted in the  
stockholders of SMS exchanging 100% of their SMS stock for the Company's
Common Stock simultaneously with the limited partners exchanging their  
    limited partner interests in the Partnership for the Company's Common Stock.
 After the Reorganization, the Company owned 100% of the stock of SMS and,
  directly and indirectly through its ownership of SMS, 100% of the interest
of the Partnership. Because of the continuity of ownership, the         
  Reorganization was accounted for by combining the assets, liabilities, and
   operations of SMS, the Partnership and the Company at their historical cost
   basis. Accordingly, for the periods prior to the Reorganization, the income
 statement and balance sheet data include a combination of the accounts of
  SMS and the Partnership. Prior to its acquisition by the Company, American
    List Corporation ("American List") had a fiscal year that ended in February.
   The accompanying balance sheet data as of December 31, 1993, 1994, 1995 and
    1996 reflect the combination of American List's accounts as of the following
February month-end while the income statement data for each of the four 
years ended December 31, 1996 reflect the combination of American List's
operations for the twelve months that end in the February following the 
respective income statement date.                                       
(2) The $39.4 million of acquisition and related costs includes $34.1 million in
costs directly related to the consummation of the Company's acquisitions
accounted for as poolings of interests. These costs include primarily   
investment banking fees, other professional service fees, certain United
Kingdom excise and transfer taxes, as well as a non-cash charge of $9.1 
million related to the accelerated vesting of options held by Brann     
   employees. The remaining $5.3 million consists of the write-off of deferred
   license fees and the accrual of a liability expected to resolve outstanding
  litigation. Both the write-off of the deferred fees and the accrual of the
liability were recorded due to changes in fact which resulted from the  
Company's acquisitions.                                                 

  The Company recorded $34.0 million in acquisition and related costs during
the first quarter of 1998 primarily related to the Mergers consummated  
   during the first quarter of 1998. These costs consist of investment banking
fees, other professional service fees, the expense associated with stock
appreciation rights, tax payments and other contractual payments. In    
  addition, this amount includes approximately $4.7 million for the costs of
    consolidating existing Company facilities and acquired operations, including
    the external costs and liabilities to close redundant Company facilities and
severance and relocation costs related to the Company's employees.      
(3) Represents the net losses of Bob Woolf Associates, Inc., which was spun off 
to stockholders of record of one of the Company's 1998 acquisitions on  
  October 31, 1997. These losses represent $0.03 and $0.03 per diluted share
for 1996 and 1997, respectively.                                        
(4) An extraordinary item of $1.2 million ($0.02 per diluted share) was recorded
 in conjunction with the early redemption of subordinated debentures which
    were due to related parties. The extraordinary item is net of a $0.8 million
tax benefit and consists of prepayment penalties and the write-off of   
unamortized discount and debt issuance costs.                           
(5) Prior to the Reorganization, the Company's principal operations were not    
subject to federal or state corporate income taxes. Similarly, prior to 
   their respective acquisitions, certain of the U.S.-based acquirees were not
  subject to federal (except for one Massachusetts incorporated acquiree) or
 state income taxes. In addition, the Company's international subsidiaries
are subject to different statutory income tax rates. Pro forma data are 
    calculated as if the Company had been taxed similarly to a C corporation for
all periods presented.                                                  
(6) The shares used in computing the per share amounts assume that the          
   Reorganization and the Mergers had occurred at the beginning of each of the
   periods presented and reflect the issuance of additional shares as a result
   of the Company's public offerings, the impact of stock options, and certain
share repurchases.                                                      
(7) Represents income from continuing operations adjusted to reflect (a) a      
    provision for income taxes as if the Company had been taxed similarly to a C
  corporation for all periods presented, (b) the elimination of compensation
   to stockholders for amounts paid to managers of acquired companies prior to
their merger with the Company which was in excess of amounts they will  
   receive pursuant to employment contracts, (c) the elimination of the impact
 of nonrecurring acquisition and related costs, and (d) the elimination of
    ESOP related expenses incurred by the ESOP of an acquired company which will
not be incurred in the future.                                          
(8) Includes mandatorily redeemable preferred stock of $4.6 million, $4.6       
   million and $8.5 million at December 31, 1994, 1995 and 1996, respectively.
The preferred stock did not carry voting rights unless dividends were in
arrears, which did not occur, and was not convertible into common stock.
Accordingly, the preferred stock was classified as long-term debt. This 
preferred stock was redeemed during 1997.                               
(9) Represents the balance necessary to satisfy the repurchase obligation       
    associated with the Company's shares held by the ESOP of an acquired company
   which have been allocated to former employees of the acquired company whose
employment had terminated prior to its merger with the Company.         

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RISK FACTORS  

The following risk factors should be considered carefully in addition to the
other information in this prospectus before purchasing the shares of Common     
Stock offered hereby. Certain statements in this Prospectus and documents       
incorporated herein by reference are forward-looking and are identified by the  
use of forward-looking words or phrases such as "intended," "will be            
positioned," "expects," is or are "expected," "anticipates," and                
"anticipated." These forward-looking statements are based on the Company's      
current expectations. To the extent any of the information contained or         
incorporated by reference in this Prospectus constitutes a "forward-looking     
statement" as defined in Section 27A(i)(1) of the Securities Act, the risk      
factors set forth below are cautionary statements identifying important         
factors that could cause actual results to differ materially from those in the  
forward-looking statement.                                                      

RELIANCE ON SIGNIFICANT CLIENTS                                                 

The Company's ten largest current clients, based on 1997 revenues, listed   
alphabetically, are Astra Pharmaceuticals, Bell Atlantic, Bristol Myers         
Squibb, IBM, McDonald's, Novartis Consumer Health, Pharmacia & Upjohn, Procter  
& Gamble, Volkswagen of America and Wyeth-Ayerst. These clients accounted for   
27.6% of the Company's 1997 revenues. In January 1998, the Company elected not  
to renew its then-existing contract with AT&T, which provided 12.1% of the      
Company's 1997 revenues, and began providing similar services to another        
national telecommunications client under a three-year contract. The Company     
provides services to many of its most significant clients pursuant to multi-    
year contracts. As is typical in the industry, the Company's multi-year         
contracts are cancelable on specified notice periods by the client. As a        
result, there can be no assurance that the Company's most significant clients   
will continue to do business with the Company over the long term. If any of     
the Company's significant clients elect not to renew their contracts, it could  
have a material adverse effect on the Company's results of operations.          

GROWTH THROUGH ACQUISITIONS                                                     

The Company plans to continue to supplement its growth through acquisitions 
of complementary businesses. Since the beginning of 1998, the Company has       
completed several strategic acquisitions. In most instances, the Company has    
issued shares of Common Stock as consideration. The Company is currently        
evaluating several additional acquisitions and expects to continue to consider  
growth opportunities through additional acquisitions that may involve payments  
in cash or the issuance of additional shares of Common Stock, although there    
are no definitive arrangements or agreements to do so at this time. There can   
be no assurance that the Company will have sufficient capital resources to      
continue to pursue this aspect of its growth strategy or that its Common Stock  
will remain an attractive acquisition currency. Additionally, there can be no   
assurance that the Company will successfully identify, complete or integrate    
additional acquisitions or that any acquired companies, including its recent    
acquisitions, will perform as expected or will contribute significant revenues  
or profits to the Company. The Company may also, in the future, face increased  
competition for acquisition opportunities, which may inhibit the Company's      
ability to consummate suitable acquisitions on terms favorable to the Company.  

INTEGRATION OF ACQUISITIONS                                                     

Since its initial public offering in September 1996, the Company has        
completed numerous acquisitions of complementary businesses. The services       
provided by the acquired companies, although complementary, differ in varying   
degrees from the services offered by the Company prior to making the            
acquisitions. There can be no assurance that the anticipated benefits with      
respect to the clients and targeted markets of these acquisitions will be       
achieved. Prior to its initial public offering, the Company had limited         
experience in acquiring businesses. Thus, the Company has not yet demonstrated  
the long-term ability to successfully integrate and manage a large number of    
acquired businesses. There can be no assurance that the Company will be able    
to manage successfully the new service areas of the Company, the employees of   
such service areas or the client bases supported by such service areas. The     
inability of the Company to integrate and manage acquired businesses            
successfully could have a material adverse effect upon the Company.             

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MANAGEMENT OF GROWTH                                                            

The Company has experienced rapid growth over the past several years.       
Continued growth depends to a significant degree on the Company's ability to    
successfully utilize its existing infrastructure and databases to perform       
services for other clients, as well as on the Company's ability to develop and  
successfully implement new marketing methods or channels for new services for   
existing and new clients. Continued growth will also depend on a number of      
other factors, including the Company's ability to maintain the high quality of  
the services it provides to customers and to increase its penetration with      
existing customers, recruit, motivate and retain qualified personnel, and       
train existing sales representatives or recruit new sales representatives on    
an economic basis to sell different categories of services or products. The     
Company's continued growth will also require the implementation of enhanced     
operational and financial systems and additional management resources. There    
can be no assurance that the Company will be able to manage its expanding       
operations effectively or that it will be able to maintain its growth. If the   
Company is unable to manage growth effectively, its business, results of        
operations or financial condition could be materially adversely affected.       

RISK ASSOCIATED WITH INTERNATIONAL OPERATIONS AND EXPANSION                     

In March 1997, the Company made its first international acquisition. The    
Company has since acquired a number of companies in the United Kingdom and      
continental Europe. A key component of the Company's growth strategy is         
continued international expansion. There can be no assurance that the Company   
will be able to successfully acquire companies, integrate acquired companies    
or successfully introduce new services into these markets in order to expand    
its international operations. In addition, there are certain risks inherent in  
conducting international business, including exposure to currency               
fluctuations, difficulties in complying with a variety of foreign laws,         
unexpected changes in regulatory requirements, difficulties in staffing and     
managing foreign operations, and potentially adverse tax consequences. There    
can be no assurance that one or more of such factors will not have a material   
adverse effect on the Company's international operations and consequently on    
the Company's business, results of operations or financial condition.           

ADVERSE EFFECT OF FOREIGN EXCHANGE RATES ON RESULTS OF OPERATIONS               

As a result of a number of acquisitions in the United Kingdom and           
continental Europe, approximately 32.6% of the Company's revenues in 1997 were  
from outside of the United States, the majority of which were denominated in    
British pounds and French francs. The U.S. dollar value of the Company's        
revenues varies with currency exchange rate fluctuations. Significant           
increases in the value of the U.S. dollar relative to the British pound or      
French franc could have a material adverse effect on the Company's results of   
operations. The Company continually evaluates its exposure to exchange rate     
risk but does not currently hedge such risk.                                    

DEPENDENCE ON TREND TOWARD OUTSOURCING                                          

The Company's business and growth depend in large part on the trend toward  
outsourcing of marketing services. There can be no assurance that this trend    
in outsourcing will continue, as companies may elect to perform such services   
internally. A significant change in the direction of this trend generally, or   
a trend in the pharmaceutical or telecommunications industries not to use, or   
to reduce the use of, outsourced marketing services, such as those provided by  
the Company, would have a material adverse effect on the Company.               

COMPETITIVE AND FRAGMENTED INDUSTRY                                             

The industry in which the Company competes is highly competitive and        
fragmented. The Company competes with providers of other forms of sales and     
marketing media, such as direct mail, television, radio and other media. The    
Company also competes with the internal marketing capabilities of clients and   
prospective clients. The Company competes as well with other marketing          
services firms, ranging in size from very small firms offering special          
applications or short-term projects to large independent firms. A number of     
competitors have certain capabilities and resources equal to, or greater than,  
the Company's. There can be no assurance that, as the Company's industry        
continues to evolve, additional competitors with greater resources than the     
Company                                                                         

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will not enter the industry (or particular segments of the industry) or that    
the Company's clients will not choose to conduct more of their targeted         
marketing services internally or through alternative marketing providers.       
Although the Company intends to monitor industry trends and respond             
accordingly, there can be no assurance that the Company will be able to         
anticipate and successfully respond to such trends in a timely manner. In       
addition, many of the Company's initial sources for names in its databases      
could also be available to a competitor wishing to develop a data delivery      
business.                                                                       

DEPENDENCE ON LABOR FORCE                                                       

Many aspects of the Company's business are very labor intensive and         
experience high personnel turnover. Many of the Company's employees receive     
hourly wages plus commissions, if earned. A higher turnover rate among the      
Company's employees would increase the Company's recruiting and training costs  
and decrease operating efficiencies and productivity. The Company's operations  
typically require specially trained persons, such as those employees and        
independent contractors in the pharmaceutical detailing business and those      
employees who market services and products in languages other than English.     
Growth in the Company's business will require it to recruit and train           
qualified personnel at an accelerated rate from time to time. The labor         
markets for quality personnel are competitive, and there can be no assurance    
that the Company will be able to continue to hire, train and retain a           
sufficient labor force of qualified persons.                                    

RELIANCE ON TECHNOLOGY; RISK OF BUSINESS INTERRUPTION                           

The Company has invested significantly in sophisticated and specialized     
computer and telecommunications technology and has focused on the application   
of this technology to provide customized solutions to meet many of its          
clients' needs. In addition, the Company has invested significantly in          
sophisticated end-user databases and software that enable it to market its      
clients' products to targeted markets. The Company anticipates that it will be  
necessary to continue to select, invest in and develop new and enhanced         
technology and end-user databases on a timely basis in the future in order to   
maintain its competitiveness. In addition, the Company's business is dependent  
on its computer and telephone equipment and software systems, and the           
temporary or permanent loss of such equipment or systems, through casualty or   
operating malfunction, or a significant increase in the cost of telephone       
services that is not recoverable through an increase in the price of the        
Company's services, could have a material adverse effect on the Company's       
business. The Company's property and business interruption insurance may not    
adequately compensate the Company for all losses that it may incur in any such  
event.                                                                          

DEPENDENCE ON KEY PERSONNEL                                                     

The success of the Company depends in large part upon the abilities and     
continued service of its executive officers and other key employees,            
particularly Daniel M. Snyder, Chairman of the Board of Directors and Chief     
Executive Officer. There can be no assurance that the Company will be able to   
retain the services of such officers and employees. The failure of the Company  
to retain the services of Mr. Snyder or of other key personnel could have a     
material adverse effect on the Company. The Company has employment agreements   
with certain executive officers, including Mr. Snyder, and also has non-        
competition agreements with certain key personnel, including each of its        
executive officers. Courts, however, are at times reluctant to enforce such     
non-competition agreements. In addition, many of the Company's executive        
officers and other key personnel either are participants in the Company's 1996  
Stock Incentive Plan or hold a significant amount of Common Stock (as is the    
case with Mr. Snyder). The Company believes that these interests increase the   
incentives such key employees have to remain with the Company. In order to      
support its growth, the Company will be required to effectively recruit, hire,  
train and retain additional qualified management personnel. The inability of    
the Company to attract and retain the necessary personnel could have a          
material adverse effect on the Company.                                         

GOVERNMENT REGULATION                                                           

Several of the industries in which the Company's clients operate are subject
to varying degrees of governmental regulation, particularly the                 
pharmaceutical, healthcare and telecommunications industries.                   

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Generally, compliance with these regulations is the responsibility of the       
Company's clients. However, the Company could be subject to a variety of        
enforcement or private actions for its failure or the failure of its clients    
to comply with such regulations.                                                

In connection with the handling and distribution of samples of              
pharmaceutical products, the Medical Services group is subject to regulation    
by its clients, the Prescription Drug Marketing Act of 1987 and other           
applicable federal, state and local laws and regulations in the United States   
and certain regulations of the United Kingdom, France and the European Union.   
Pharmaceutical manufacturers and the health care industry in general are        
subject to significant U.S. federal and state, U.K., French and European Union  
regulation. In particular, regulations affecting the pricing or marketing of    
pharmaceuticals could make it uneconomic or infeasible for pharmaceutical       
companies to market their products through medical marketing detailers. Other   
changes in the domestic and international regulation of the pharmaceutical      
industry could also have a material adverse effect on the Medical Services      
group.                                                                          

The Company's physician education services are also subject to a variety of 
federal and state regulations relating to both the education of medical         
professionals and sales of pharmaceuticals. Any changes in such regulations or  
their application could have a material adverse effect on the Medical Services  
group.                                                                          

From time to time state and federal legislation is proposed with regard to  
the use of proprietary databases of consumer and health groups. The             
uncertainty of the regulatory environment is increased by the fact that the     
Company generates and receives data from many sources. As a result, there are   
many ways both domestic and foreign governments might attempt to regulate the   
Company's use of its data. Any such restriction could have a material adverse   
affect on the Data Delivery Services group.                                     

The Communications Services group is subject to a large number of federal   
and state regulations. The Federal Communications Commission (the "FCC") rules  
under the Federal Telephone Consumer Protection Act of 1991 limit the hours     
during which telemarketers may call consumers and prohibit the use of           
automated telephone dialing equipment to call certain telephone numbers. The    
Federal Telemarketing and Consumer Fraud and Abuse Protection Act of 1994       
broadly authorizes the Federal Trade Commission to issue regulations            
prohibiting misrepresentation in telephone sales.                               

One of the significant regulations of the FCC applicable to long distance   
carriers, including the Company's telecommunication clients, prohibits the      
unauthorized switching of subscribers' long distance carriers. A fine of up to  
$100,000 may be imposed by the FCC for each instance of unauthorized            
switching. In order to prevent unauthorized switches, federal law requires      
that switches authorized over the telephone, such as through the Company's      
teleservices, be verified contemporaneously by a third party. Third-party       
verification generally is not required for switches obtained in person, such    
as those obtained by members of the Company's Communications Services field     
sales force. The Company's training and other procedures are designed to        
prevent unauthorized switching. However, as with any field sales force, the     
Company cannot completely ensure that each employee will always follow the      
Company's mandated procedures. Accordingly, it is possible that employees may   
in some instances engage in unauthorized activities, including unauthorized     
switching. To the Company's knowledge, no formal FCC complaint has been         
brought against the Company or any of its clients as a result of the Company's  
services. If any complaints were brought, the Company's clients might assert    
that such complaints constituted a breach of its agreement with the Company     
and, if material, seek to terminate the contract. Legislation currently         
pending in Congress would increase penalties against carriers that engage in    
unauthorized switching of subscribers' long distance carriers and would impose  
additional procedural safeguards to ensure against such unauthorized switches.  
If such proposed legislation is enacted, compliance with the additional         
procedural safeguards could result in increased costs associated with the       
Communications Services group's marketing efforts on behalf of its              
telecommunications clients.                                                     

The services offered by the Company outside the United States may be subject
to certain regulations of the United Kingdom, France and the European Union,    
including regulations relating to inbound and outbound teleservices,            
advertising content, promotions of financial products, activities requiring     
customers to send money with mail orders and the maintenance and use of         
customer data held on databases. In addition, the Company                       

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operates a small U.K. printing facility which is subject to certain             
environmental regulations regarding the storage and disposal of certain         
chemicals involved in the printing process. The Company believes that its       
operations outside the United States are substantially in compliance with       
applicable regulations. There can be no assurance, however, that additional     
U.K., French or European Union legislation, or changes in the regulatory        
implementation, would not limit the Company's international activities or       
significantly increase the cost of regulatory compliance.                       

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS                           

The Company could experience quarterly variations in revenues and operating 
income as a result of many factors, including the timing of clients' marketing  
campaigns, the implementation of new products or services, the timing of        
additional selling efforts and the general and administrative expenses to       
acquire and support such new business and changes in the Company's revenue mix  
among its various service offerings. In connection with certain contracts, the  
Company could incur costs in periods prior to recognizing revenue under those   
contracts. In addition, the Company must plan its operating expenditures based  
on revenue forecasts, and a revenue shortfall below such forecast in any        
quarter would be likely to affect adversely the Company's operating results     
for that quarter.                                                               

SHARES ELIGIBLE FOR FUTURE SALE AND REGISTRATION RIGHTS                         

The Company has outstanding an aggregate of 61,342,794 shares of Common     
Stock. Of the outstanding shares, 24,715,061 shares are freely transferable     
without restriction or further registration under the Securities Act,           
6,496,398 shares owned by the Selling Stockholders are offered for resale       
pursuant hereto and 30,131,335 shares are "restricted securities" within the    
meaning of Rule 144 under the Securities Act and will not be able to be sold    
other than pursuant to an effective registration statement under the            
Securities Act, pursuant to an exemption from the registration requirements of  
the Securities Act, or subject to the volume limitations of Rule 144 under the  
Securities Act. In addition, shares of Common Stock to be issued upon the       
exercise of certain options will be freely transferable upon such exercise.     

On September 24, 1997, D.M.S. Endowment, LLC, a limited liability company of
which Daniel M. Snyder and Michele D. Snyder are the beneficial owners, F.D.    
Sutton, LLC, a limited liability company of which Fred Drasner is the           
beneficial owner, USN College Marketing, L.P., a limited partnership of which   
Mortimer B. Zuckerman, the MBZ Trust of 1996 and Fred Drasner are the           
beneficial owners, and A.O. Roberts, LLC, a limited liability company of which  
Dr. A.O. Roberts is the beneficial owner, each entered into a forward purchase  
contract (the "Contracts") with the Snyder STRYPES Trust, a Delaware business   
trust. Pursuant to the Contracts, such stockholders are obligated to deliver    
to the Snyder STRYPES Trust an aggregate of up to 5,175,000 shares of Common    
Stock owned by such stockholders, or cash equal to the value thereof, three     
years from the date of the Contracts. Prior to any such delivery, such          
stockholders will retain voting and dividend rights with respect to the shares  
that are the subject of the Contracts.                                          

Pursuant to agreements, Mr. Snyder and certain of the Company's other       
stockholders are entitled to certain registration rights with respect to their  
shares of Common Stock. If such stockholders, by exercising such registration   
rights, cause a large number of shares to be registered and sold in the public  
market, such sales could have an adverse effect on the market price of the      
Common Stock.                                                                   

Future sales of substantial amounts of Common Stock in the public market    
could adversely affect the market price of the Common Stock and the ability of  
the Company to raise additional capital or engage in business combinations      
through sales of additional shares of Common Stock. See "Shares Eligible for    
Future Sale."                                                                   

CONTROL BY PRINCIPAL STOCKHOLDERS                                               

Daniel M. Snyder, the Chairman of the Board of Directors and Chief Executive
Officer of the Company, and Michele D. Snyder, Vice Chairman, President, Chief  
Operating Officer and a director of the Company, beneficially own               
approximately 15.7% and 5.4%, respectively, of the outstanding shares of        
Common Stock. As a result, Mr. Snyder individually, and he and Ms. Snyder if    
they act in concert, have the ability to exercise substantial influence over    
the Company's business by virtue of their voting power with respect to the      
election of                                                                     

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directors and all other matters requiring action by stockholders. Such          
concentration of share ownership may have the effect of discouraging, delaying  
or preventing a change in control of the Company.                               

EFFECT OF CERTAIN CHARTER AND BYLAW PROVISIONS                                  

The Company's Certificate of Incorporation and Bylaws contain certain       
provisions that could discourage potential takeover attempts and make attempts  
by the Company's stockholders to change management more difficult. Such         
provisions include the requirement that the Company's stockholders follow an    
advance notification procedure for certain stockholder nominations of           
candidates for the Board of Directors of the Company (the "Board") and for new  
business to be conducted at any meeting of the stockholders. In addition, the   
Certificate of Incorporation allows the Board to issue up to 5,000,000 shares   
of preferred stock and to fix the rights, privileges and preferences of those   
shares without any further vote or action by the stockholders. The rights of    
the holders of Common Stock will be subject to, and may be adversely affected   
by, the rights of the holders of any preferred shares that may be issued by     
the Company in the future. While the Company has no present intention to issue  
any shares of preferred stock, any such issuance could have the effect of       
making it more difficult for a third party to acquire a majority of the         
outstanding voting stock of the Company. In addition, the Company is subject    
to certain anti-takeover provisions of the Delaware General Corporation Law,    
which could have the effect of discouraging, delaying or preventing a change    
of control of the Company.                                                      

VOLATILITY OF STOCK PRICE AND ABSENCE OF DIVIDENDS                              

The public trading market for Common Stock was first established after the  
Company's initial public offering in September 1996. Between the date of the    
Company's initial public offering and May 20, 1998, the market price of Common  
Stock has traded at a high of $54.19 per share and a low of $17.75 per share.   

Future announcements concerning the Company or its competitors, including   
quarterly results, innovations, new product introductions, governmental         
regulation, litigation or changes in earnings estimates published by analysts   
may cause the market price of Common Stock to fluctuate significantly. The      
stock market has from time to time experienced extreme price and volume         
fluctuations that have particularly affected the market price for many          
emerging growth companies that often have been unrelated to the operating       
performance or prospects of these companies. These fluctuations, as well as     
general economic, political and market conditions, such as recessions or        
international currency fluctuations, may adversely affect the market price of   
Common Stock. There can be no assurance that the market price of Common Stock   
will not decline below its present market price. The market price of Common     
Stock is based upon anticipated future earnings growth. Furthermore, the        
Company is reliant on a core group of key customers. Any loss of any of these   
customers could be detrimental to the market price of Common Stock. See "--     
Reliance on Significant Clients." The future market price of Common Stock will  
depend on delivering results anticipated by public investors. Any failure to    
meet specific expectations may have an adverse effect on the market price of    
Common Stock.                                                                   

YEAR 2000                                                                       

The Company is undergoing an assessment of its current systems and equipment
and is in the process of making the modifications necessary to address the      
issues presented by the Year 2000 issue. The Company expects to incur no more   
than $3.0 million in capital expenditures in 1998 with respect to system        
upgrades which are designed in part to address specific Year 2000               
requirements. The Company does not expect expenditures incurred after 1998 for  
Year 2000 compliance to be material. To the extent that additional              
acquisitions are consummated, the Company will need to evaluate how the Year    
2000 issue will impact its future acquirees. If such expenditures exceed        
expectations or if a future acquiree requires substantial expenditures to       
address its Year 2000 issues, the Company's financial results could be          
adversely affected. There can be no assurance that the Company's systems or     
the systems of other companies on which the Company's systems rely will be      
timely installed or converted. Although the impact on the Company caused by     
the failure of the Company's significant customers or vendors to achieve Year   
2000 compliance in a timely or effective manner is uncertain, the Company's     
business and results of operations could be materially affected by such         
failure.                                                                        

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USE OF PROCEEDS 

The net proceeds to be received by the Company of $19.1 million ($36.0      
million if the Underwriters' over-allotment options are exercised in full)      
will be used to fund working capital, capital expenditures, potential           
acquisitions and general corporate purposes. See "Business--Growth Strategy."   
The Company is currently considering and expects to continue to consider        
additional acquisitions that may involve payments in cash or the issuance of    
additional shares of Common Stock, although there are no definitive             
agreements, understandings or arrangements to do so at this time. The Company   
will not receive any proceeds from the sale of shares of Common Stock by the    
Selling Stockholders.                                                           

Pending application of the net proceeds as described above, the Company     
intends to invest the net proceeds in short-term, interest-bearing investment   
grade securities.                                                               

DIVIDEND POLICY 

The Company currently intends to retain future earnings to finance its      
growth and development and, therefore, does not anticipate paying any cash      
dividends in the foreseeable future. Payment of any future dividends will       
depend upon the future earnings and capital requirements of the Company and     
other factors that the Board considers appropriate.                             

PRICE RANGE OF COMMON STOCK 

The Common Stock is traded in the U.S. on the New York Stock Exchange (the  
"NYSE") under the symbol "SNC." At March 31, 1998, there were approximately     
330 holders of record of Common Stock, and the Company believes there were      
approximately 8,100 beneficial owners of the Common Stock. The following table  
sets forth, for the fiscal periods indicated, the range of high and low sale    
prices per share of Common Stock as reported on the NYSE.                       

                                                                · Download Table

                                                                   HIGH   LOW  
                                                                  ------ ------
                                                                               
1996                                                                           
Third Quarter (From September 24, 1996).......................... $21.75 $17.75
Fourth Quarter...................................................  29.38  18.63
1997                                                                           
First Quarter.................................................... $33.13 $23.50
Second Quarter...................................................  28.00  19.50
Third Quarter....................................................  31.06  24.00
Fourth Quarter...................................................  37.25  28.00
1998                                                                           
First Quarter.................................................... $47.25 $32.56
Second Quarter (Through May 20, 1998)............................  54.19  39.75

On May 20, 1998, the closing sale price of the Common Stock on the NYSE was 
$42 per share.                                                                  

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CAPITALIZATION  

The following table sets forth the combined capitalization of the Company,  
based on the Consolidated Financial Statements of the Company found elsewhere   
in this Prospectus, (i) as of March 31, 1998 and (ii) as of March 31, 1998 as   
adjusted to reflect (a) the issuance of and the use of the net proceeds from    
the sale of 500,064 shares of Common Stock by the Company (after deduction of   
underwriting discounts and estimated offering expenses) and (b) the proceeds    
from the exercise of 71,544 options by certain Selling Stockholders. See "Use   
of Proceeds." This table should be read in conjunction with the Company's       
supplemental consolidated financial statements and notes thereto appearing      
elsewhere in the Prospectus.                                                    

                                                                · Download Table

                                                       AS OF MARCH 31, 1998 
                                                       ---------------------
                                                        ACTUAL   AS ADJUSTED
                                                       --------  -----------
                                                          (IN THOUSANDS)    
                                                                            
Cash and equivalents.................................. $ 62,517   $ 82,020  
                                                       ========   ========  
Current maturities of long-term debt.................. $  3,527   $  3,527  
                                                       ========   ========  
Long-term debt and obligations under capital leases... $  9,410   $  9,410  
Redeemable ESOP stock(1)..............................    6,891      6,891  
Equity(2):                                                                  
  Preferred stock, $.001 par value per share, 5,000                         
   shares authorized, none issued and outstanding,                          
   actual and as adjusted                                   --         --   
  Common stock, $.001 par value per share, 120,000                          
   shares authorized, actual and as adjusted; 62,266                        
   shares issued and 61,170 outstanding, actual; and                        
   62,838 shares issued and 61,742 outstanding, as                          
   adjusted(3)........................................       62         63  
  Additional paid-in capital..........................  266,293    285,795  
  Retained deficit....................................  (18,209)   (18,209) 
  Treasury stock, at cost.............................   (7,575)    (7,575) 
  Accumulated other comprehensive income(4)...........    1,275      1,275  
                                                       --------   --------  
    Total equity......................................  241,846    261,349  
                                                       --------   --------  
    Total capitalization.............................. $258,147   $277,650  
                                                       ========   ========  

--------                                                                        
(1) Represents the balance necessary to satisfy the repurchase obligations      
associated with the Company's shares held by the ESOP of an acquired    
company which have been allocated to former employees of the acquired   
company whose employment had terminated prior to its merger with the    
Company.                                                                
(2) Includes 71,544 shares issuable upon exercise of outstanding options and    
expected to be sold in the Offerings. Does not include (i) 9,669,536    
shares of Common Stock issuable upon exercise of outstanding options and
(ii) 2,035,781 shares of Common Stock reserved for future issuance under
the Company's 1996 Stock Incentive Plan. See "Shares Eligible for Future
Sale."                                                                  
(3) Does not reflect the amendment on May 6, 1998 of the Company's Certificate  
 of Incorporation that increased the authorized number of shares of Common
Stock to 400,000,000.                                                   
(4) The Company adopted Statement of Financial Accounting Standards No. 130     
"Reporting Comprehensive Income" during the first quarter of 1998.      
 Included within accumulated other comprehensive income are the cumulative
 amounts for foreign currency translation adjustments and unrealized gains
and losses on marketable securities.                                    

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Snyder Communications Inc · 424B4 · On 5/21/98

Filed On 5/21/98 · SEC File 333-50929 · Accession Number 950109-98-3398

Prospectus · Rule 424(b)(4)Filing Table of Contents

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Prospectus · Rule 424(b)(4)
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