<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 11, 1997
SNYDER COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 1-12145 52-1983617
-------- ------- ----------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
</TABLE>
Two Democracy Center, 6903 Rockledge Drive
15th Floor, Bethesda, Maryland 20817
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(301) 468-1010
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 11, 1997, pursuant to an Agreement and Plan of Merger dated as
of March 18, 1997 (the "Merger Agreement"), Snyder Communications Inc., a
Delaware corporation (the "Registrant"), consummated a merger (the "Merger")
whereby Snyder Z Acquisition, Inc., a Delaware corporation and wholly owned
subsidiary of the Registrant, was merged with and into American List
Corporation, a Delaware corporation ("American List"), with American List
surviving the Merger as a wholly owned subsidiary of the Registrant.
In the Merger, 4,414,318 shares of American List common stock, $.01
par value, issued and outstanding immediately prior to the effective time of
the Merger were converted into approximately 5,032,322 shares of the
Registrant's common stock, $.001 par value. The exchange ratio of 1.14 shares
of the Registrant's common stock for each share of American List common stock
issued and outstanding was determined in accordance with the Merger Agreement.
The consideration received by the holders of American List and the other
material terms of the Merger Agreement were determined through arms'-length
negotiation between the Registrant and American List. The Merger has been
accounted for as a pooling of interests for accounting and financial reporting
purposes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) Financial statements of businesses acquired.
<PAGE> 3
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
AMERICAN LIST CORPORATION
We have audited the accompanying consolidated balance sheets of American
List Corporation and Subsidiaries as of February 28, 1997 and February 29, 1996,
and the related consolidated statements of earnings, stockholders' equity and
cash flows for each of the years in the three-year period ended February 28,
1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of American List
Corporation and Subsidiaries as of February 28, 1997 and February 29, 1996, and
the consolidated results of their operations and their consolidated cash flows
for each of the years in the three-year period ended February 28, 1997 in
conformity with generally accepted accounting principles.
GRANT THORNTON LLP
Melville, New York
April 11, 1997
F-1
<PAGE> 4
AMERICAN LIST CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
FEBRUARY 28, FEBRUARY 29,
1997 1996
------------ ------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents......................................... $ 3,101,520 $ 3,611,609
Marketable securities............................................. 6,297,412 7,775,051
Trade accounts receivable, net of allowance for doubtful accounts
of $80,000 and $50,000, respectively........................... 5,469,023 5,781,175
Unamortized costs of lists........................................ 856,943 869,899
Prepaid income taxes.............................................. 407,894 192,152
Prepaid expenses and other........................................ 59,187 127,380
------------ ------------
Total current assets...................................... 16,191,979 18,357,266
PROPERTY AND EQUIPMENT -- AT COST
Furniture and fixtures............................................ 362,753 294,783
Computer equipment................................................ 1,137,021 1,000,824
Leasehold improvements............................................ 86,979 10,959
------------ ------------
1,586,753 1,306,566
Less accumulated depreciation..................................... 1,075,079 845,121
------------ ------------
511,674 461,445
DEFERRED LICENSE COST, net of accumulated amortization of $884,000
and $549,000, respectively........................................ 2,455,782 2,790,369
UNAMORTIZED COSTS OF LISTS.......................................... 522,186 494,200
OTHER ASSETS........................................................ 357,195 406,792
------------ ------------
$ 20,038,816 $ 22,510,072
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt................................. $ 374,113 $ 445,645
Accounts payable.................................................. 354,921 240,973
Accrued pension and profit-sharing contributions.................. 227,517 202,773
Accrued salaries.................................................. 196,562 270,564
Accrued expenses.................................................. 346,293 239,553
------------ ------------
Total current liabilities................................. 1,499,406 1,399,508
LONG-TERM DEBT...................................................... 1,540,117 1,893,264
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, par value $.01 per share; authorized 20,000,000
shares; issued 4,466,678 and 4,541,403 shares, respectively.... 44,667 45,414
Additional paid-in capital........................................ 4,174,899 6,459,011
Unrealized gain on marketable securities.......................... 3,747 4,687
Retained earnings................................................. 14,101,795 12,708,188
------------ ------------
18,325,108 19,217,300
Less treasury stock at cost -- 55,000 shares...................... (1,325,815) --
------------ ------------
16,999,293 19,217,300
------------ ------------
$ 20,038,816 $ 22,510,072
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
F-2
<PAGE> 5
AMERICAN LIST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
YEAR ENDED
------------------------------------------
FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Revenues................................................ $ 18,471,146 $ 18,886,844 $ 15,494,219
Costs and expenses
Cost of operations.................................... 3,065,750 2,902,328 2,200,784
Selling, general and administrative expenses.......... 4,940,229 4,238,206 3,615,328
------------ ------------ ------------
8,005,979 7,140,534 5,816,112
------------ ------------ ------------
Operating income.............................. 10,465,167 11,746,310 9,678,107
Other income (expense)
Investment income..................................... 390,611 476,142 378,430
Interest expense...................................... (154,355) (185,430) (129,487)
------------ ------------ ------------
Earnings before provision for income taxes.... 10,701,423 12,037,022 9,927,050
Provision for income taxes.............................. 3,953,000 4,428,000 3,751,000
------------ ------------ ------------
NET EARNINGS.................................. $ 6,748,423 $ 7,609,022 $ 6,176,050
============ ============ ============
Net earnings per common share........................... $ 1.51 $ 1.68 $ 1.36
============ ============ ============
Weighted average shares outstanding..................... 4,462,421 4,542,397 4,557,445
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
F-3
<PAGE> 6
AMERICAN LIST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
YEARS ENDED FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995
<TABLE>
<CAPTION>
UNREALIZED
ADDITIONAL GAIN (LOSS)
PAID-IN ON MARKETABLE RETAINED TREASURY
SHARES AMOUNT CAPITAL SECURITIES EARNINGS STOCK TOTAL
--------- ------- ----------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 1, 1994......... 4,142,556 $41,426 $12,867,120 $12,908,546
Issuance of common stock in
connection with 10% stock
dividend..................... 414,157 4,141 $ 6,881,219 (6,885,360)
Issuance of common stock in
connection with exercise of
stock options................ 3,300 33 32,092 32,125
Unrealized loss on marketable
securities................... $ (11,833) (11,833)
Net earnings................... 6,176,050 6,176,050
Cash dividends declared on
common stock -- $.60 per
share........................ (2,734,523) (2,734,523)
--------- ------- ----------- ------------- ----------- ----------- -----------
Balance at February 28, 1995..... 4,560,013 45,600 6,913,311 (11,833) 9,423,287 16,370,365
Issuance of common stock in
connection with exercise of
stock options................ 6,290 63 62,323 62,386
Purchase and retirement of
treasury stock............... (24,900) (249) (516,623) (516,872)
Unrealized gain on marketable
securities................... 16,520 16,520
Net earnings................... 7,609,022 7,609,022
Cash dividends declared on
common stock -- $.95 per
share........................ (4,324,121) (4,324,121)
--------- ------- ----------- ------------- ----------- ----------- -----------
Balance at February 29, 1996..... 4,541,403 45,414 6,459,011 4,687 12,708,188 19,217,300
Issuance of common stock in
connection with exercise of
stock options................ 35,275 353 482,797 483,150
Purchase and retirement of
treasury stock............... (110,000) (1,100) (2,766,909) (2,768,009)
Purchase of common stock for
treasury..................... $(1,325,815) (1,325,815)
Unrealized loss on marketable
securities................... (940) (940)
Net earnings................... 6,748,423 6,748,423
Cash dividends declared on
common stock -- $1.20 per
share........................ (5,354,816) (5,354,816)
--------- ------- ----------- ------------- ----------- ----------- -----------
Balance at February 28, 1997..... 4,466,678 $44,667 $ 4,174,899 $ 3,747 $14,101,795 $(1,325,815) $16,999,293
========= ======= =========== ============= ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
F-4
<PAGE> 7
AMERICAN LIST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED
----------------------------------------------
FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities
Net earnings....................................... $ 6,748,423 $ 7,609,022 $ 6,176,050
Adjustments to reconcile net earnings to net cash
provided by operating activities
Depreciation and amortization................... 693,997 510,102 302,244
Provision for losses on accounts receivable..... (73,691) (17,734) (22,955)
Amortization of bond premium.................... 200,299 220,937 256,992
Gain on sale of investments..................... (12,745)
Changes in operating assets and liabilities, net
of acquisition in fiscal 1996
Accounts receivable........................... 385,843 (1,355,854) (1,431,636)
Unamortized costs of lists.................... (15,030) 223,972 195,837
Prepaid income taxes.......................... (215,742) (192,152)
Prepaid expenses and other.................... 68,193 (84,338) 28,436
Other assets.................................. (79,855) (116,489) (52,219)
Accounts payable.............................. 113,948 (64,168) (34,764)
Accrued pension and profit-sharing
contributions.............................. 24,744 10,724 5,536
Accrued salaries.............................. (74,002) (118,996) (176,973)
Accrued expenses.............................. 282,061 183,454 156,980
Income taxes payable.......................... (170,337) (745,259)
------------ ------------ ------------
Net cash provided by operating
activities............................... 8,059,188 6,625,398 4,658,269
------------ ------------ ------------
Cash flows from investing activities
Capital expenditures............................... $ (280,187) $ (156,969) $ (71,176)
Sale (purchase) of marketable securities........... 1,276,400 (680,756) (1,959,812)
Acquisition of subsidiary, net of cash acquired.... (69,534)
Proceeds from sale of marketable securities........ 75,443
Deferred license costs............................. (600,000)
------------ ------------ ------------
Net cash provided by (used in) investing
activities............................... 996,213 (831,816) (2,630,988)
------------ ------------ ------------
Cash flows from financing activities
Proceeds from issuance of common stock............. 483,150 62,386 32,125
Cash dividends paid................................ (5,354,816) (4,324,121) (3,563,034)
Acquisition of common stock........................ (4,093,824) (516,872)
Payment of long-term debt.......................... (600,000) (600,000)
------------ ------------ ------------
Net cash used in financing activities...... (9,565,490) (5,378,607) (3,530,909)
------------ ------------ ------------
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS.............................. (510,089) 414,975 (1,503,628)
Cash and cash equivalents at beginning of year....... 3,611,609 3,196,634 4,700,262
------------ ------------ ------------
Cash and cash equivalents at end of year............. $ 3,101,520 $ 3,611,609 $ 3,196,634
=========== ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
F-5
<PAGE> 8
AMERICAN LIST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995
NOTE A -- DESCRIPTION OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES
American List Corporation ("ALC"), through its wholly-owned subsidiary,
American Student List Company, Inc. ("ASL"), primarily develops, maintains and
markets databases of high school, college and pre-school through junior high
school students in the United States. ASL rents lists to its customers derived
from its database for use primarily in direct mail and marketing programs. ASL's
customers consist mainly of list brokers and advertising agencies, financial
institutions, retailers and educational institutions. These customers are
located primarily in the United States. ALC's wholly-owned subsidiary, GeoDemX
Corporation ("GeoDemX"), is engaged in the sale of software that incorporates
computerized mapping and electronic demographic data for the generation of sales
leads.
A summary of the significant accounting policies applied on a consistent
basis in the preparation of the accompanying consolidated financial statements
follows:
1. Principles Applied in Consolidation
The consolidated financial statements include the accounts of American List
Corporation and its wholly-owned subsidiaries, American Student List Company,
Inc. and GeoDemX Corporation, (the "Company"). All significant intercompany
balances and transactions have been eliminated.
2. Depreciation and Amortization
Depreciation and amortization of property and equipment are provided
primarily on the straight-line basis over the estimated useful lives of the
respective assets, generally ranging from three to seven years.
3. Revenue Recognition
Revenues from the sale of lists are recognized upon the shipment to
customers of lists on computerized labels, magnetic tape or computer diskettes
for a one-time usage. Additional billings are made by the Company for additional
usage by the customers. Revenues from the sale of software use are recognized
upon installation by the Company and acceptance from customers. Historically,
actual sales returns and allowances have not been material.
4. Costs of Lists
Costs of purchased lists are amortized on a straight-line basis over their
estimated useful lives, generally one to five years. The Company determines the
useful lives of its lists based upon the estimated period of time such lists are
marketable. The portion of the list amortized within one year from the balance
sheet date is classified as a current asset. The Company periodically reviews
the marketability of its lists and, accordingly, the respective estimated useful
lives. Such reviews, to date, have not resulted in revised estimates of useful
lives of the lists.
5. Earnings per Share
Earnings per share are based upon the weighted average number of shares of
common stock outstanding during the year. Common stock equivalents are not
included in the computation as they are not materially dilutive.
6. Income Taxes
Deferred tax assets and liabilities are recognized for the estimated future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
F-6
<PAGE> 9
AMERICAN LIST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates in effect for the year in which those temporary differences
are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.
7. Marketable Securities
The Company's investments are classified into three categories. Those
securities classified as "trading" or "available-for-sale" are reported at
market value. Debt securities are classified as "held to maturity" which are
reported at amortized cost. Cost is determined using the specific identification
method. Unrealized gains and losses from securities "available-for-sale" are
reported as a separate component of stockholders' equity, net of related tax
effects.
8. Statement of Cash Flows
The Company considers all highly liquid debt instruments purchased with an
original maturity of three months or less to be cash equivalents. The Company
paid income taxes for the years ended February 28, 1997, February 29, 1996 and
February 28, 1995 of $4,211,395, $4,832,044, and $4,553,686, respectively.
During fiscal 1995, the Company had noncash investing and financing activities
in connection with the acquisition of a licensing agreement of approximately
$3,339,000.
9. Financial Instruments and Credit Risk
Financial instruments which potentially subject the Company to
concentrations of credit risk are primarily cash and cash equivalents,
marketable securities and accounts receivable. The Company places its
investments in highly rated financial institutions, United States Treasury
bills, investment grade short-term debt instruments and state and local
municipalities, while limiting the amount of credit exposure to any one entity.
Concentrations of credit risk with respect to accounts receivable are limited
due to the large number of customers, generally short payment terms, and their
dispersion across geographic areas.
10. Use of Estimates
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements, and
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
11. New Accounting Standards Not Yet Adopted
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share," which is
effective for financial statements for both interim and annual periods ending
after December 15, 1997. Early adoption of the new standard is not permitted.
The standard eliminates primary and fully diluted earnings per share and
requires presentation of basic and diluted earnings per share together with
disclosure of how the per share amounts were computed. The adoption of this new
standard is not expected to have a material impact on the disclosure of earnings
per share in the consolidated financial statements.
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 129 ("SFAS No. 129"), "Disclosure of Information About
Capital Structure." The Company does not anticipate that SFAS No. 129 will have
a material impact on the consolidated financial statements.
F-7
<PAGE> 10
AMERICAN LIST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995
NOTE B -- MARKETABLE SECURITIES
The amortized cost, unrealized gains and losses, and market values of the
Company's held-to-maturity and available-for-sale securities are summarized as
follows:
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
February 28, 1997
Held to maturity, maturing in less than one
year
State and municipal bonds................... $5,571,856 $ 4,493 $ (5,945) $5,570,404
Certificates of deposit..................... 188,656 (547) 188,109
---------- ---------- ---------- ----------
$5,760,512 $ 4,493 $ (6,492) $5,758,513
========== ======== ========= ==========
Available for sale
Equity securities........................... $ 104,452 $ 1,192 $ (23,739) $ 81,905
Government income securities................ 498,162 (43,167) 454,995
---------- -------- --------- ----------
$ 602,614 $ 1,192 $ (66,906) $ 536,900
========== ======== ========= ==========
February 29, 1996
Held to maturity, maturing in less than one
year
State and municipal bonds................... $6,484,774 $ 8,116 $ (718) $6,492,172
U.S. Treasury bills......................... 500,353 (116) 500,237
Certificates of deposit..................... 281,955 (541) 281,414
---------- -------- --------- ----------
$7,267,082 $ 8,116 $ (1,375) $7,273,823
========== ======== ========= ==========
Available for sale
Equity securities........................... $ 102,882 $ 1,091 $ (30,760) $ 73,213
Government income securities................ 469,808 (35,052) 434,756
---------- -------- --------- ----------
$ 572,690 $ 1,091 $ (65,812) $ 507,969
========== ======== ========= ==========
February 28, 1995
Held to maturity, maturing in less than one
year
State and municipal bonds................... $6,214,203 $ 3,566 $ (15,947) $6,201,822
U.S. Treasury bills......................... 613,840 14,362 628,202
---------- --------- --------- ----------
$6,828,043 $ 17,928 $ (15,947) $6,830,024
========== ======== ========= ==========
Available for sale
Equity securities........................... $ 173,293 $ 803 $ (43,763) $ 130,333
Government income securities................ 439,968 (46,934) 393,034
---------- -------- --------- ----------
$ 613,261 $ 803 $ (90,697) $ 523,367
========== ======== ========= ==========
</TABLE>
As a result of changes in market value of the available-for-sale security
portfolio, a valuation adjustment of $3,747, $4,687 and $(11,833), net of
deferred taxes, is recorded as a separate component of stockholders' equity at
February 28, 1997, February 29, 1996 and February 28, 1995, respectively.
F-8
<PAGE> 11
AMERICAN LIST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995
NOTE C -- INCOME TAXES
The Company files a consolidated Federal income tax return.
Income tax expense is comprised of the following elements:
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Current
Federal...................................... $3,374,000 $3,817,000 $3,126,000
State........................................ 579,000 611,000 625,000
---------- ---------- ----------
$3,953,000 $4,428,000 $3,751,000
========== ========== ==========
</TABLE>
The difference between these amounts and amounts computed by applying the
statutory Federal income tax rate to earnings before taxes is as follows:
<TABLE>
<CAPTION>
YEAR ENDED FEBRUARY YEAR ENDED FEBRUARY YEAR ENDED FEBRUARY
28, 1997 29, 1996 28, 1995
------------------- ------------------- -------------------
% OF % OF % OF
PRETAX PRETAX PRETAX
AMOUNT INCOME AMOUNT INCOME AMOUNT INCOME
---------- ------ ---------- ------ ---------- ------
<S> <C> <C> <C> <C> <C> <C>
Computed "expected" tax expense......... $3,638,484 34.0% $4,092,587 34.0% $3,375,200 34.0%
Increases (reductions) in taxes
resulting from
State income taxes, net of Federal
income tax benefit................. 382,140 3.5 403,260 3.4 412,500 4.2
Other................................. (67,624) (.6) (67,847) (.6) (36,700) (.4)
---------- ---- ---------- ---- ---------- ----
Actual tax expense $3,953,000 36.9% $4,428,000 36.8% $3,751,000 37.8%
========== ==== ========== ==== ========== ====
</TABLE>
NOTE D -- PENSION AND PROFIT-SHARING PLANS
Effective March 1, 1974, the Company adopted both pension and
profit-sharing plans covering all full-time employees, as defined, which provide
for death and retirement benefits. The noncontributory plans are funded through
the purchase of insurance policies and contributions to trust funds.
Contributions and trust earnings of the plans are credited to the account
of each employee. The plans are defined contribution plans and, accordingly,
individual benefits are limited to the balance of the trust funds and amounts
payable under the insurance policies.
Pension and profit-sharing expenses have been charged as follows for the
years ended:
<TABLE>
<CAPTION>
FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Pension expense................................. $195,311 $178,306 $174,222
Profit-sharing expense.......................... 30,000 25,000 23,000
------------ ------------ ------------
$225,311 $203,306 $197,222
========= ========= =========
</TABLE>
NOTE E -- LICENSE AGREEMENT
Effective July 1, 1994, the Company entered into an exclusive licensing
agreement, whereby the Company obtained a ten-year license to use, reproduce and
distribute a defined segment of the licensor's lists and to use their sources
and customer list to compile and market the Company's own lists. The licensor
will have the nonexclusive right to broker the licensed list to third parties in
return for a commission.
F-9
<PAGE> 12
AMERICAN LIST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995
As consideration for the granting of the license, the Company will pay a
total of $4,200,000. The license fee is payable in three annual installments of
$600,000 which began July 1994; three annual installments of $500,000 beginning
July 1997; three annual installments of $250,000 beginning July 2000; and a
final installment of $150,000 in July 2003.
The Company has recorded the cost and related obligation for the license,
net of imputed interest at 7.25%, which approximated $3.3 million. The net cost
of the license is being amortized on a straight-line basis over the ten-year
term of the license agreement.
In the event that facts and circumstances indicate that the deferred cost
of the license may be impaired, an evaluation of recoverability would be
performed. If an evaluation is required, the estimated future undiscounted cash
flows associated with the license would be compared to the asset's carrying
amount to determine if a write-down to market value or discounted cash flow
value is required. Impairment would be recognized in operating results if a
permanent diminution in value were to occur. At February 28, 1997, the value of
the asset ("deferred license cost") is estimated to be fully recoverable.
NOTE F -- COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company currently occupies an office and computer facility under an
operating lease which commenced June 15, 1991 and expires June 15, 2001. The
lease, as amended on July 1, 1996, currently provides for an annual base rent of
$285,812 which will increase ratably over the term of the lease to a maximum of
$331,050. The lease contains an escalation clause relating to increases in real
estate taxes.
The Company also maintains a branch sales office under an operating lease
which commenced on July 1, 1996 and expires June 30, 2001. The lease currently
provides for an annual base rent of $16,500, which will increase ratably over
the term of the lease to a maximum of $19,738.
The approximate minimum rental commitments under these operating leases are
as follows:
<TABLE>
<CAPTION>
YEARS ENDING FEBRUARY 28,
-------------------------------------------------------------------------
<S> <C>
1998................................................................ $ 322,000
1999................................................................ 331,000
2000................................................................ 341,000
2001................................................................ 351,000
2002................................................................ 101,000
----------
Total minimum payments required................................ $1,446,000
=========
</TABLE>
Total rent expense for the years ended February 28, 1997, February 29, 1996
and February 28, 1995 including escalation payments, amounted to approximately
$394,000, $294,000 and $288,000, respectively.
Legal Proceedings
An officer of the Company, who was subject to an employment agreement
expiring in March 2001, was terminated in February 1997. The employee has
challenged the basis for termination under the terms of such agreement before
an independent arbitrator and accordingly seeks reinstatement, back pay and
benefits. The Company's counsel with respect to this matter believes that the
Company has meritorious defenses and is pursuing the matter vigorously.
Furthermore, the Company does not believe that this action will have a material
adverse affect on the Company's results of operations, cash flow or financial
position.
F-10
<PAGE> 13
AMERICAN LIST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995
From time to time, the Company is subject to ordinary routine litigation
and various other legal proceedings, claims and liabilities which are incidental
to the business. The Company believes that none of these other legal proceedings
has had or is likely to have a material adverse affect on the Company's results
of operations, cash flow or financial position.
NOTE G -- STOCKHOLDERS' EQUITY
The Company's 1992 Stock Option Plan (the "Plan") provides for the issuance
of options to purchase up to 300,000 shares, as adjusted, of common stock. The
Plan provides for the issuance of both incentive stock options to purchase the
Company's common stock at not less than fair market value on the date of the
grant and nonqualified options to purchase shares at exercise prices determined
by the Board of Directors.
A summary of stock option activity related to the Company's Plan is as
follows:
<TABLE>
<CAPTION>
INCENTIVE STOCK OPTIONS
------------------------------------- NONQUALIFIED
WEIGHTED- STOCK OPTIONS
AVERAGE ---------------
EXERCISE PRICE
PRICE RANGE SHARES PRICE RANGE SHARES
--------------- ------- --------- ------ ------
<S> <C> <C> <C> <C> <C>
Outstanding at March 1, 1995................. $ 9.39 - $18.00 135,145 $ 16.08 $11.89 1,650
Granted.................................... 21.00 - 29.88 57,500 22.01
Exercised.................................. 9.39 - 11.89 (6,290) 10.18
------- ------
Outstanding at February 29, 1996............. 9.39 - 29.88 186,355 18.12 11.89 1,650
Granted.................................... 26.88 7,000 26.88
Exercised.................................. 9.39 - 18.00 (35,275) 13.70
Expired.................................... 18.00 (75,000) 18.00
------- ------
Outstanding at February 28, 1997............. $10.08 - $29.88 83,080 $ 20.85 $11.89 1,650
======= ======= ====== =====
Exercisable at February 28, 1997............. $10.08 - $29.88 83,080 $ 20.85 $11.89 1,650
======= ======= ====== =====
</TABLE>
The following table summarizes information concerning currently outstanding
and exercisable incentive stock options:
<TABLE>
<CAPTION>
WEIGHTED-AVERAGE
RANGE OF NUMBER OUTSTANDING REMAINING CONTRACTUAL WEIGHTED-AVERAGE
EXERCISE PRICES AND EXERCISABLE LIFE (YEARS) EXERCISE PRICE
- --------------- ------------------ --------------------- ----------------
<S> <C> <C> <C>
$10 - $20 18,415 6.8 years....... $14.95
20 - 30 64,665 8.26 years...... 22.54
-------
83,080
==============
</TABLE>
The weighted average option fair value on the grant date was $11.34 and
$9.09 for options issued during the years ended February 28, 1997 and February
28, 1996, respectively.
F-11
<PAGE> 14
AMERICAN LIST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995
The Company has adopted only the disclosure provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS No. 123"); it applies APB Opinion No. 25, "Accounting for
Stock Issued to Employees," and related Interpretations in accounting for the
Plan and does not recognize compensation expense for such Plan. If the Company
had elected to recognize compensation expense based upon the fair value at the
grant dates for awards under these plans consistent with the methodology
prescribed by SFAS No. 123, the Company's reported net earnings and earnings per
share would be reduced to the pro forma amounts indicated below for the years
ended:
<TABLE>
<CAPTION>
FEBRUARY 28, FEBRUARY 29,
1997 1996
------------ ------------
<S> <C> <C>
Net earnings
As reported............................................... $ 6,748,423 $ 7,609,022
Pro forma................................................. 6,655,393 7,051,597
Earnings per common share
As reported............................................... $ 1.51 $ 1.68
Pro forma................................................. 1.49 1.55
</TABLE>
These pro forma amounts may not be representative of future disclosures
because they do not take into effect pro forma compensation expense related to
grants made before fiscal 1996. The fair value of these options was estimated at
the date of grant using the Black-Scholes option-pricing model with the
following weighted-average assumptions for the fiscal years ended February 28,
1997 and February 29, 1996, respectively: expected volatility of 34 and 32
percent; risk-free interest rates of 6.51 and 6.39 percent; and expected life of
seven years for both years.
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the use
of highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.
On May 23, 1996, the Board of Directors increased the number of shares the
Company may repurchase under its common stock purchase plan to 300,000 shares of
the Company's common stock. On April 7 and November 16, 1995, the Company
purchased 24,600 and 300 shares of its common stock for $509,238 and $7,634,
respectively. In May 1996, the Company purchased 110,000 shares of its common
stock in the open market for $2,768,009. In January 1997, the Company purchased
55,000 shares of its common stock in the open market for $1,325,815.
In connection with the transaction described in Note I, the Company has
discontinued its common stock buy-back program.
NOTE H -- ACQUISITION OF GEODEMX
On June 22, 1995, the Company acquired substantially all of the operating
assets and liabilities of GeoDemX for nominal consideration. The purchase
agreement provides for, among other things, additional consideration to be paid
based on a percentage of GeoDemX's annual pretax earnings through February 28,
1999. Such additional consideration shall be paid through the issuance of the
Company's common stock. However, the sellers may elect to receive up to 50% of
such additional consideration in cash. The cost in excess of the fair value of
the net assets acquired, approximating $125,000, has been included in other
assets, and was being amortized on a straight-line basis over a five-year
period. The Company periodically reviews and evaluates whether there has been
any permanent impairment in the value of recorded amounts. Factors considered
in the valuation include current operating results, trends and anticipated
undiscounted future cash flows. During the fourth quarter of fiscal 1997, the
Company recognized a goodwill impairment charge of approximately $100,000
related to the June 1995 acquisition of GeoDemX.
F-12
<PAGE> 15
AMERICAN LIST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FEBRUARY 28, 1997, FEBRUARY 29, 1996 AND FEBRUARY 28, 1995
At the date of acquisition, the Company set forth certain conditions and
expectations for the GeoDemX business. At present, it cannot assure that it will
continue to fund the operations of GeoDemX. However, the Company expects to
recover the carrying value of the net assets of GeoDemX ($133,000) at February
28, 1997.
NOTE I -- SUBSEQUENT EVENT
On March 18, 1997, the Company entered into an Agreement and Plan of Merger
(the "Agreement") with Snyder Communications, Inc. ("Snyder") and became a
wholly-owned subsidiary of Snyder on July 11,1997. In accordance with the
Agreement, each share of the Company's common stock outstanding immediately
prior to the merger was converted into 1.14 shares of Snyder common stock.
F-13
<PAGE> 16
(B) Pro forma financial information.
<PAGE> 17
UNAUDITED PRO FORMA COMBINED FINANCIAL DATA
The following unaudited pro forma combined financial data gives effect to
Snyder's business combinations with MMD, Brann and America List (the
"Business Combinations") on a pooling of interests basis. The pro forma
combined statement of operations data assumes that the Business Combinations
occurred as of January 1 of each period presented and the combined balance
sheet data assumes that the Business Combinations occurred as of March 31,
1997.
The pro forma financial data for all periods presented reflects the
combined financial information for Snyder and has been derived from the
unaudited quarterly financial statements from Synder's March 31, 1997 Form 10-Q
filing and its audited Consolidated Financial Statements for 1994, 1995, and
1996. The pro forma financial data for American List as of March 31, 1997 has
been derived from the audited Consolidated Financial Statements of American List
as of February 28, 1997. The pro forma quarterly statement of income data for
the quarter ended March 31, 1997 was derived by deducting the results of the
nine month period ended November 30, 1996 from the audited Consolidated
Financial Statements of American List for the year ending February 28, 1997. The
pro forma financial data for American List for the years ended December 31,
1996, 1995 and 1994 have been derived from the audited Consolidated Financial
Statements of American List as of and for the three years ended February 28,
1997, February 29, 1996, and February 28, 1995, respectively. The derivation of
such information results in the inclusion of the three months ended February 28,
1997 ($5,031,000 in revenues and $1,825,000 in net income) in the pro forma
financial data for the year ended December 31, 1996 and in the inclusion of the
three months ended February 29, 1996 ($5,665,000 in revenues and $2,491,000 in
net income) in the pro forma financial data for the year ended December 31,
1995.
The unaudited pro forma data is presented for informational purposes only
and is not necessarily indicative of the operating results or financial position
that would have occurred if the Business Combinations had occurred on such date
or at the beginning of the periods indicated, nor is it necessarily indicative
of the future operating results or financial position of the combined companies.
<PAGE> 18
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, FEBRUARY 28,
1997 1997 MERGER AFTER
SNYDER AMERICAN LIST ADJUSTMENTS MERGER
--------- ------------- ----------- -------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and equivalents......................... 37,646 3,102 40,748
Marketable securities........................ -- 6,297 6,297
Accounts receivable.......................... 21,344 5,469 26,813
Unbilled services............................ 5,584 -- 5,584
Unamortized cost of lists.................... -- 857 857
Other current assets......................... 5,004 467 5,471
--------- ------------- ----------- -------
Total current assets.................... 69,578 16,192 -- 85,770
Property and equipment, net....................... 21,215 512 21,727
Deferred license costs, net....................... -- 2,456 2,456
Goodwill.......................................... 7,353 7,353
Deposits and other assets......................... 1,012 879 1,891
--------- ------------- ----------- -------
Total assets............................ 99,158 20,039 -- 119,197
======= ========== ========= =======
LIABILITIES
CURRENT LIABILITIES:
Current obligations under debt and capital
leases..................................... 3,350 374 3,724
Accounts payable and accrued expenses........ 30,779 1,125 5,544 37,448
Unearned revenue............................. 4,824 -- 4,824
--------- ------------- ----------- -------
Total current liabilities............... 38,953 1,499 5,544 45,996
Deferred income taxes............................. 232 -- 232
Other long-term liabilities....................... 89 -- 89
Long-term obligations under debt and capital
leases.......................................... 7,350 1,540 8,890
--------- ------------- ----------- -------
Total liabilities....................... 46,624 3,039 5,544 55,207
--------- ------------- ----------- -------
EQUITY
Preferred stock................................... -- -- --
Common stock...................................... 37 45 (40) 42
Additional Paid-in capital........................ 61,060 4,175 40 65,275
Retained earnings (deficit)....................... (8,724) 14,102 (5,544) (166)
Unrealized gain on marketable securities.......... -- 4 4
Cumulative foreign currency translation
adjustment...................................... 161 -- 161
Treasury stock.................................... -- (1,326) (1,326)
--------- ------------- ----------- -------
Total equity............................ 52,534 17,000 (5,544) 63,990
--------- ------------- ----------- -------
Total liabilities and equity............ 99,158 20,039 -- 119,197
======= ========== ========= =======
</TABLE>
See notes to pro forma combined financial information.
<PAGE> 19
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------ QUARTER ENDED QUARTER ENDED
1994 1995 1996 MARCH 31, 1996 MARCH 31, 1997
------ ------- ------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Revenues........................ 95,923 151,688 203,911 46,171 54,084
Operating expenses:
Cost of services........... 55,420 96,726 142,424 31,167 35,290
Selling, general and
administrative........... 19,369 25,959 38,679 8,366 11,169
Acquisition costs.......... -- -- -- -- 16,181
Compensation to
stockholders............. 3,009 7,034 1,548 -- 0
------ ------- ------- -------------- --------------
Income (loss) from operations... 18,125 21,969 21,260 6,638 (8,556)
Interest
expense -- substantially all
to related parties............ (1,378) (1,956) (2,147) (554) (337)
Interest income................. 459 792 1,231 189 626
------ ------- ------- -------------- --------------
Income (loss) before taxes and
extraordinary item............ 17,206 20,805 20,344 6,273 (8,267)
Income tax provision
(benefit)..................... 5,216 6,000 5,365 1,411 2,391
------ ------- ------- -------------- --------------
Income (loss) from continuing
operations.................... 11,990 14,805 14,979 4,862 (10,658)
====== ======= ======= =========== ===========
Net income (loss) from
continuing operations per
common share.................. 0.31 0.39 0.38 0.13 (0.25)
Average shares outstanding...... 38,359 38,341 39,347 38,341 42,451
Fully diluted net income (loss)
from continuing operations per
share......................... 0.31 0.39 0.38 0.13 (0.25)
Fully diluted average shares
outstanding................... 38,359 38,341 39,542 38,341 42,451
</TABLE>
See notes to unaudited pro forma combined financial data.
<PAGE> 20
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL DATA
1. The pro forma combined financial data reflect the issuance of 5,032,322
shares of Snyder Common Stock for an aggregate of 4,414,318 shares of
American List Common Stock in connection with the Merger based upon a
conversion factor of 1.14 shares of Snyder Common Stock for each share of
American List Common Stock.
2. The pro forma combined balance sheet reflects the estimated acquisition costs
of $5,544,000 expected to be incurred in connection with the Merger.
3. On a combined basis, there were no material transactions between Snyder and
American List during any period presented.
4. The table below sets forth the composition of the unaudited pro forma
revenues, income from operations and net income for each of the periods shown
had the Merger taken place at the beginning of the periods shown:
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
(IN THOUSANDS, EXCEPT PER SHARE FOR THE FOR THE
AMOUNTS) QUARTER ENDED QUARTER ENDED
--------------------------------- MARCH 31, MARCH 31,
1994 1995 1996 1996 1997
------- -------- -------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Revenues
Snyder................... $80,429 $132,801 $185,440 $40,506 $ 49,053
American List............ 15,494 18,887 18,471 5,665 5,031
------- -------- -------- ------- --------
Combined................. $95,923 $151,688 $203,911 $46,171 $ 54,084
======= ======== ======== ======= ========
Cost of services
Snyder................... $53,219 $ 93,824 $139,359 $30,291 $ 34,555
American List............ 2,201 2,902 3,065 876 735
------- -------- -------- ------- --------
Combined................. $55,420 $ 96,726 $142,424 $31,167 $ 35,290
======= ======== ======== ======= ========
Income (loss) from operations
Snyder................... $ 8,447 $ 10,222 $ 10,794 $ 2,835 $ (11,378)
American List............ 9,678 11,747 10,466 3,803 2,822
------- -------- -------- ------- --------
Combined................. $18,125 $ 21,969 $ 21,260 $ 6,638 $ (8,556)
======= ======== ======== ======= ========
Income (loss) from continuing
operations
Snyder................... $ 5,814 $ 7,195 $ 8,230 $ 2,372 $ (12,483)
American List............ 6,176 7,610 6,749 2,490 1,825
------- -------- -------- ------- --------
Combined................. $11,990 $ 14,805 $ 14,979 $ 4,862 $ (10,658)
======= ======== ======== ======= ========
</TABLE>
<PAGE> 21
(C) Exhibits.
21 Agreement and Plan of Merger, dated as of March 18, 1997,
among American List Corporation, the Registrant and Snyder
Z Acquisition, Inc.*
99.1 Press release issued on July 11, 1997.
* Filed as an exhibit to the Registrant s Current Report on Form
8-K, dated March 31, 1997, and incorporated herein by
reference.
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SNYDER COMMUNICATIONS, INC.
(Registrant)
Date: JULY 25,1997 /s/ MICHELE D. SNYDER
------------- ----------------------------------
Michele D. Snyder
Vice Chairman, President
and Chief Operating Officer
Date: JULY 25,1997 /s/ A. CLAYTON PERFALL
------------- ----------------------------------
A. Clayton Perfall
Chief Financial Officer
<PAGE> 1
[SNYDER COMMUNICATIONS, INC.]
FOR IMMEDIATE RELEASE
Contact:
Snyder Communications, Inc. Dewe Rogerson Inc.
Clay Perfall Jeffrey Luth
Chief Financial Officer Media: Kathryn Corbett
(301) 571-6270 (212) 688-6840
SNYDER COMMUNICATIONS COMPLETES AMERICAN LIST CORP. ACQUISITION
EXPANDS SNYDER'S ACCESS TO YOUTH MARKET; COMBINED DATABASE TO EXCEED 50 MILLION
(Bethesda, MD, July 11, 1997) -- Snyder Communications, Inc. (NYSE: SNC) and
American List Corp. (AMEX: AMZ) today announced that Snyder has completed the
previously announced acquisition of American List in a transaction which will be
accounted for as a pooling of interests. Snyder acquired American List in
exchange for approximately 5.1 million shares of Snyder stock. The transaction
is expected to be accretive to Snyder's 1997 and 1998 earnings per share.
Trading of American List common stock on the American Stock Exchange will cease
as of the close of business on July 11, 1997. American List shareholders will
receive documentation instructing them how to exchange certificates formerly
representing shares of American List common stock for Snyder common stock.
Based in Mineola, NY, American List reported net revenues of $18.5 million and
net income of $6.7 million for the fiscal year ended February 28, 1997.
American List will remain headquartered in Mineola and will operate as a
division of Snyder Communications. Snyder has entered into employment
agreements with all key members of American List's management group, including
Martin Lerner, its President and founder.
"The acquisition of American List brings Snyder an additional proprietary
database that includes more than 30 million students and young adults, and it
is highly complementary to our strategy of securing delivery channels and
access to high-value market segments," commented Daniel M. Snyder, Chairman and
Chief Executive Officer of Snyder Communications. "The combination of Snyder
and American List creates a targeted marketing organization with a database
exceeding 50 million of the most sought-after consumers, including youths;
multicultural consumers; people experiencing lifestyle changes, including newly
diagnosed diabetics and heart patients, and working parents."
-more-
<PAGE> 2
Snyder Communications, Inc. Page 2
"We are very enthusiastic about this combination and expect to derive
significant operating synergies in two broad ways. First, we will be in a
strong position to offer existing customers of American List a degree of
integrated, targeted marketing that is simply unmatched in the industry.
American List earned revenue of more than $18 million last year from the rental
of its databases. The amounts spent by its clients to design and implement
direct marketing campaigns using that data, however, significantly eclipsed
that amount. It is our intention, working in concert with American List, to
provide a greater portion of these implementation services to American List's
key clients. Second, we expect to leverage our access to other proprietary
consumer data by capitalizing on American List's strength in marketing database
resources through its own client relationships."
Martin Lerner, President of American List, said, "We are excited to be in
partnership with Snyder, a company that shares our commitment to growth and
service. Joining forces with Snyder presents a unique opportunity for American
List to expand the size and reach of our business, and enhance the value of the
services we offer our customers. We look forward to working with the Snyder
management team to ensure that the synergistic benefits of this combination are
achieved rapidly."
American List Corp. develops, maintains and markets one of the largest and most
comprehensive databases of high school, college, and pre-school through junior
high school students in the United States, currently containing information on
approximately 30 million individuals. The Company rents database lists to
direct marketers for use primarily in direct mail and telemarketing programs.
During the fiscal year ended February 28, 1997, the Company rented its lists to
approximately 3,800 customers, including financial institutions, list brokers
and advertising agencies, retailers and educational institutions.
Snyder Communications is a leading worldwide provider of fully integrated
outsourced marketing solutions for the Fortune 500. Snyder identifies
high-value, targeted consumers; designs and implements marketing programs to
reach them; initiates and closes sales on behalf of its clients; and provides
customer care and retention services. Snyder's resources include proprietary
databases of targeted consumers and small business groups, marketing program
consultants, field sales representatives, inbound and outbound teleservice
representatives, proprietary product sampling programs, WallBoard(R)
information displays and direct mail and fulfillment capabilities. Snyder has
over 4,000 employees and representatives in offices throughout the United
States and the United Kingdom.
# # #
