SNYDER COMMUNICATIONS INC, 424B4, 1997-09-19

SNYDER COMMUNICATIONS INC
424B4, 1997-09-19
BUSINESS SERVICES, NEC

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<PAGE>
Pursuant to Rule 424(b)4
Registration No. 333-33691
PROSPECTUS
- ---------------

4,500,000 SHARES

[LOGO OF SNYDER COMMUNICATIONS WHICH INCLUDES THE WORDS
"SNYDER COMMUNICATIONS, INC." APPEARS HERE]

COMMON STOCK

----------------
This Prospectus relates to 4,500,000 shares of Common Stock, par value $.001
per share (the "Common Stock"), of Snyder Communications, Inc., a Delaware
corporation ("Snyder" or the "Company"), which may be distributed to holders
of the Structured Yield Product Exchangeable for Stock SM (each, a "STRYPES")
issued by Snyder STRYPES Trust, a Delaware business trust (the "Trust"), upon
conclusion of the term of the Trust on November 15, 2000 (the "Exchange Date")
or upon earlier dissolution of the Trust in certain circumstances (such Common
Stock, along with any Common Stock available for distribution upon exercise of
the Underwriters' over-allotment option, the "STRYPES-Related Common Stock").
The Trust has granted the Underwriters of the STRYPES a 30-day option to
purchase additional STRYPES, solely to cover over-allotments, if any. This
Prospectus also relates to up to an additional 675,000 shares of Common Stock
which may be distributed by the Trust to the holders of (i) STRYPES issued
upon the exercise of the over-allotment option granted to the Underwriters of
the STRYPES and (ii) STRYPES subscribed for and purchased by an affiliate of
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") in
connection with the formation of the Trust.

All of the shares of Common Stock covered hereby are beneficially owned by
certain stockholders of the Company (the "Beneficial Stockholders") who
received such shares in connection with the reorganization of the Company in
1996. The shares of Common Stock covered hereby are owned of record by
entities that are beneficially owned, in whole or in part, by the Beneficial
Stockholders (such record holders, the "Contracting Stockholders" or "Selling
Stockholders"). The Beneficial Stockholders and the Contracting Stockholders
are hereinafter referred to collectively as the "Stockholders." See
"Concerning the Stockholders." The Company has been advised that the
Contracting Stockholders may deliver such Common Stock to the Trust pursuant
to a forward purchase contract (the "Contract") among the Contracting
Stockholders and the Trust. In lieu of delivering shares of Common Stock, the
Contracting Stockholders have the right to satisfy their obligations under the
Contract, in whole or in part, by delivering cash with an equal value. The
Company is not affiliated with the Trust and will not receive any of the
proceeds from the sale of the STRYPES or as a result of the distribution of
the Common Stock in connection therewith.

The STRYPES are offered by a separate prospectus of the Trust (the "STRYPES
Prospectus"). This Prospectus of the Company relates only to the STRYPES-
related Common Stock covered hereby and does not relate to the STRYPES. THE
COMPANY TAKES NO RESPONSIBILITY FOR ANY INFORMATION INCLUDED IN OR OMITTED
FROM THE STRYPES PROSPECTUS. THE STRYPES PROSPECTUS DOES NOT CONSTITUTE A PART
OF THIS PROSPECTUS, NOR IS IT INCORPORATED BY REFERENCE HEREIN. Because the
STRYPES are a separate security issued by the Trust, for which the Company has
no responsibility, an investment in the STRYPES may have materially different
characteristics and risks from a direct investment in the Common Stock. This
Prospectus does not reflect any changes in the STRYPES or the offering thereof
after the date of this Prospectus.

SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR A DISCUSSION OF CERTAIN FACTORS
RELEVANT TO AN INVESTMENT IN THE COMMON STOCK.

The Common Stock is quoted on the New York Stock Exchange (the "NYSE") under
the symbol "SNC." On September 18, 1997, the last reported sale price of the
Common Stock on the NYSE was $25 13/16 per share. See "Price Range of Common
Stock."

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.

----------------
SMService mark of Merrill Lynch & Co., Inc.

The date of this Prospectus is September 18, 1997.
<PAGE>

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

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.
<PAGE>

SUMMARY

The following summary 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 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 MMD, Inc. ("MMD"),
Brann Holdings Limited ("Brann"), American List Corporation ("American List"),
Sampling Corporation of America ("SCA") and Bounty Group Holdings Limited
("Bounty") (collectively, the "New Acquisitions"), because the acquisition of
each such company was accounted for as a pooling of interests, were all wholly-
owned subsidiaries of the Company. As used herein, the "Company" means Snyder
Communications, Inc., including the New Acquisitions and its other directly and
indirectly owned subsidiaries. In this Prospectus, references to "dollar" and
"$" are to United States dollars, and the terms "United States" and "U.S." mean
the United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction. References to "United Kingdom" and "U.K." refer to the United
Kingdom of Great Britain and Northern Ireland.

THE COMPANY

The Company is a rapidly growing international provider of complete marketing
solutions primarily to Fortune 500 size companies that outsource elements of
their global sales and marketing efforts. The Company integrates its various
capabilities, including its proprietary distribution channels, into innovative,
value-added marketing programs that supplement its clients' sales and marketing
activities. The Company identifies high-value consumer segments; designs and
implements marketing programs to reach them; initiates and closes sales on
behalf of its clients; and provides customer care and retention services. The
Company's resources include proprietary databases of targeted consumers and
small businesses, database management services, proprietary product sampling
programs and publications, sponsored information displays in proprietary
locations, marketing program consultants, field sales and marketing
representatives, inbound and outbound teleservice representatives, 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 revenues, exclusive of acquisitions, in 1995 and 1996 were
$42.9 million and $82.8 million, respectively. The Company's consolidated
revenues, restated to include revenues from the New Acquisitions for all
reported periods, increased from $169.6 million in 1995 to $235.8 million in
1996, and from $106.3 million in the first six months of 1996 to $132.6 million
in the first six months of 1997. To date, substantially all of the Company's
revenues have been generated from operations in the U.S. and U.K.

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
telecommunications, pharmaceuticals, consumer packaged goods, financial
services and gas and electric utilities. Based on 1996 revenues, the ten
largest clients of the Company, listed alphabetically, were AT&T, Barclays
Bank, Bayer, Bristol Myers Squibb, MCI, Microsoft, Novartis Consumer Health,
Procter & Gamble, Royal Mail and Zurich Municipal.

The Company's marketing programs utilize the resources of one or more of the
Company's five service groups: Direct Services, Media and Sampling Services,
Medical Services, Data Delivery Services and International Services. Prior to
September 1996 when the Company had its initial public offering of common
stock, substantially all of the Company's capabilities were located in the
United States and consisted of field sales representatives and teleservices
associates in its Direct Services group and information displays and sampling
pack programs in its Media and Sampling Services group.

In order to broaden the range of services it provides to its clients and to
expand geographically, since January 1, 1997, the Company has made the six
major acquisitions described below. To complement and supplement its existing
management depth, the Company retained the key members of management of each of
the acquired companies.

3
<PAGE>

. In January, the Company established its Medical Services group through
the acquisition of MMD, which provides outsourced medical sales and
marketing services and has over 1,200 detailing representatives
conducting sales and marketing programs for some of the world's premier
pharmaceutical companies. In August, the Company expanded the Medical
Services group's operations into the U.K. through the acquisition of
Halliday Jones Sales Limited ("Halliday Jones"). Halliday Jones has
approximately 300 representatives providing pharmaceutical detailing
services for its clients, including major pharmaceutical companies. The
acquisitions of MMD and Halliday Jones not only afford the Company's
preexisting clients the services of the two companies' detailing
representatives but also expand the Company's business relationships
within the pharmaceutical industry.

. In March, the Company established its International Services group
through the acquisition of Brann, a leading provider of complete
marketing solutions in the U.K., offering a full range of creative,
telemarketing and database services to over 70 companies, government
agencies and charitable organizations. The acquisition of Brann
significantly strengthens the Company's presence in the U.K. The Company
believes that Brann's infrastructure, existing client relationships and
position as a leading provider of complete marketing solutions in the
U.K. provide the Company with the opportunity to significantly expand its
relationships with existing multinational clients and to attract new
European-based and multinational clients.

. In July, the Company expanded its data delivery service capabilities and
established its Data Delivery Services group through the acquisition of
American List, which develops, maintains and markets some of the largest
and most comprehensive databases of high school, college, and pre-school
through junior high school students in the United States. The databases
currently contain information on more than 30 million individuals. The
Company expects that access to American List's proprietary databases, in
addition to the Company's existing database, will augment the Company's
ability to market products and services on behalf of the Company's
clients to targeted customers and will enable the Company to offer
additional marketing services to the existing customers of American List.

. In July, the Company expanded its Media and Sampling Services group
through the acquisitions of SCA and Bounty. SCA is a U.S. provider of
targeted product sampling programs for packaged goods manufacturers, with
distribution channels that include over 150,000 separate locations
reaching primary and secondary schools, daycare/preschool centers,
colleges and immigrant organizations. Bounty is a U.K.-based provider of
targeted product sampling services and proprietary health-oriented
publications to expectant mothers, new mothers and parents of toddlers in
the U.K. and Ireland. The Company believes that SCA's and Bounty's
services and products will complement its existing product sampling
programs and that the acquisition of Bounty, along with that of Brann,
positions the Company for continued growth in Europe.

GROWTH STRATEGY

The Company believes that it is well-positioned to capitalize on five dynamic
social and commercial trends: the outsourcing of marketing and sales functions;
changes in demographics; changes in the regulatory environment; globalization;
and increased demand for direct marketing services in the U.K. and Europe. In
order to capitalize on these trends and continue its growth, the Company plans
to broaden the range of services offered to existing and future clients, expand
its geographic presence and pursue strategic acquisitions.

Broaden Range of Services and Leverage Client Base. 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.

4
<PAGE>

Expand Geographic 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 of Brann and Bounty significantly enhanced the Company's
presence in the U.K. In addition, the Company believes that expansion into and
operating in foreign markets gives the Company an understanding of local
markets and cultures which is essential for designing global sales and
marketing programs. 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.

Pursue Strategic Acquisitions. The Company intends to continue 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 also seeks growth in order to obtain the benefits of economies of
scale. In certain of the Company's service groups, such as Media and Sampling
Services and Data Delivery Services, a high proportion of the Company's costs
is fixed. The Company believes it will realize improved profit margins by
spreading these costs over a larger revenue base. The Company anticipates that
its existing infrastructure in these groups can accommodate additional clients
and additional services.

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.

RECENT DEVELOPMENTS

Simultaneously with, but not conditioned upon, the offering of the STRYPES
pursuant to the STRYPES Prospectus, the Company is offering for sale to the
public 1,850,000 shares of Common Stock and certain selling stockholders of the
Company are offering 5,781,595 shares of Common Stock (the "Secondary
Offering"). In connection with the Secondary Offering, the Beneficial
Stockholders or their affiliates have granted to the underwriters participating
therein options to purchase up to an aggregate of 1,144,739 shares of Common
Stock to cover over-allotments, if any.

PLAN OF DISTRIBUTION

This Prospectus relates to 4,500,000 shares of Common Stock which may be
distributed by the Trust to holders of the STRYPES on the Exchange Date or upon
earlier dissolution of the Trust in certain circumstances. The Trust has
granted the Underwriters of the STRYPES a 30-day option to purchase additional
STRYPES, solely to cover over-allotments, if any. This Prospectus also relates
to up to an additional 675,000 shares of Common Stock which may be distributed
by the Trust to the holders of (i) STRYPES issued upon the exercise of the
over-allotment option granted to the Underwriters of the STRYPES and (ii)
STRYPES subscribed for and purchased by an affiliate of Merrill Lynch in
connection with the formation of the Trust.

All of the shares of Common Stock covered hereby are owned of record by the
Contracting Stockholders, which may deliver such Common Stock to the Trust
pursuant to the Contract. The Company is not affiliated with the Trust and will
not receive any of the proceeds from the sale of the STRYPES or as a result of
the distribution of the Common Stock in connection therewith.

The STRYPES are offered only by the STRYPES Prospectus. This Prospectus of
the Company relates only to the Common Stock covered hereby and does not relate
to the STRYPES. THE COMPANY TAKES NO RESPONSIBILITY FOR ANY INFORMATION
INCLUDED IN OR OMITTED FROM THE STRYPES PROSPECTUS. THE STRYPES PROSPECTUS DOES
NOT CONSTITUTE A PART OF THIS PROSPECTUS, NOR IS IT INCORPORATED BY REFERENCE
HEREIN. Because the STRYPES are a separate security issued by the Trust, for
which the Company has no responsibility, an investment in the STRYPES may have
materially different characteristics and risk from a direct investment in the
Common Stock.

5
<PAGE>

SUMMARY FINANCIAL AND OPERATING DATA

In July 1997, the Company acquired American List and SCA in merger
transactions and Bounty in a share exchange transaction, each of which has been
accounted for as a pooling of interests for accounting and financial reporting
purposes. In addition, in January 1997 and March 1997, respectively, the
Company acquired MMD and Brann in transactions accounted for as poolings of
interests for accounting and financial reporting purposes. The New Acquisitions
are discussed in "Business--General" and in Note 1 to the Consolidated
Financial Statements of the Company contained elsewhere in this Prospectus. 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,
1996, and for the six month periods ended June 30, 1996 and June 30, 1997,
after giving effect to the New Acquisitions. The table below gives effect to
all of the New Acquisitions, as if they had occurred on January 1 of each
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,
1996, and for the six month periods ended June 30, 1996 and June 30, 1997,
which gives 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, 1996 and the balance sheet data as of December 31, 1996 and
December 31, 1995 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 results of operations and financial position of
the Company for each period presented. The following summary financial data
should be read in conjunction with the Consolidated Financial Statements and
notes thereto included elsewhere in this Prospectus.

Table on following page

6
<PAGE>

<TABLE>
<CAPTION>
FOR THE SIX
MONTHS ENDED
FOR THE YEARS ENDED DECEMBER 31, JUNE 30,
----------------------------------------------------- --------------------
1992 1993 1994 1995 1996 1996 1997(8)
----------- ----------- ----------- -------- -------- -------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT
DATA:(1)(2)
Revenues............... $22,430 $38,594 $105,146 $169,642 $235,811 $106,341 $132,630
Operating expenses:
Cost of services....... 9,911 20,874 61,177 106,993 161,387 73,303 86,862
Selling, general and
administrative
expenses.............. 5,465 7,789 21,076 30,960 48,116 21,768 28,035
Compensation to
stockholders.......... 955 1,381 4,169 7,709 2,223 906 --
Acquisition costs(3)... -- -- -- -- -- -- 16,181
------- ------- -------- -------- -------- -------- --------
Income from
operations............ 6,099 8,550 18,724 23,980 24,085 10,364 1,552
Interest expense, net.. 107 75 936 1,569 2,084 1,469 85
------- ------- -------- -------- -------- -------- --------
Income before taxes and
extraordinary item.... 5,992 8,475 17,788 22,411 22,001 8,895 1,467
Income tax provision .. 2,244 2,975 5,405 6,101 5,603 2,003 5,734
------- ------- -------- -------- -------- -------- --------
Income (loss) before
extraordinary item.... 3,748 5,500 12,383 16,310 16,398 6,892 (4,267)
Extraordinary item(4).. -- -- -- -- (1,215) -- --
------- ------- -------- -------- -------- -------- --------
Net income (loss) ..... $ 3,748 $ 5,500 $ 12,383 $ 16,310 $ 15,183 $ 6,892 $ (4,267)
======= ======= ======== ======== ======== ======== ========
Unaudited:
Pro forma net income
(loss)(5)............. $ 3,758 $ 5,170 $ 10,717 $ 13,813 $ 11,464 $ 5,126 $ (4,875)
======= ======= ======== ======== ======== ======== ========
Pro forma fully diluted
net income (loss) per
share(6).............. $ 0.10 $ 0.14 $ 0.27 $ 0.33 $ 0.27 $ 0.12 $ (0.11)
======= ======= ======== ======== ======== ======== ========
Pro forma net income
before extraordinary
item and excluding
non-recurring
acquisition costs(5).. $ 3,758 $ 5,170 $ 10,717 $ 13,813 $ 12,679 $ 5,126 $ 10,557
======= ======= ======== ======== ======== ======== ========
Pro forma fully diluted
net income per share
before extraordinary
item and excluding
non-recurring
acquisition costs(6).. $ 0.10 $ 0.14 $ 0.27 $ 0.33 $ 0.30 $ 0.12 $ 0.23
======= ======= ======== ======== ======== ======== ========
Shares used in
computing pro forma
fully diluted per
share amounts(6)...... 37,557 37,557 39,928 41,531 42,913 41,228 45,518
<CAPTION>
AS OF DECEMBER 31, AS OF
----------------------------------------------------- JUNE 30,
1992 1993 1994 1995 1996 1997(8)
----------- ----------- ----------- -------- -------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET
DATA:(1)(2)
Total assets........... $17,539 $25,278 $ 61,439 $ 90,608 $149,261 $157,507
Long-term debt(7)...... 3,234 2,638 15,584 29,354 28,796 16,361
Total equity........... 8,967 10,740 19,133 21,225 63,474 70,535
</TABLE>

Footnotes on following page

7
<PAGE>

(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
Common Stock simultaneously with the limited partners exchanging their
limited partner interests in the Partnership for 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 had a fiscal year
which ended in February. The accompanying balance sheet data as of December
31 reflects the combination of American List's accounts as of the following
February month-end while the income statement data for each of the years
ended December 31 reflects the combination of American List operations for
the twelve months which end in the February following the respective income
statement date. The income statement data for the six months ended June 30,
1996 and 1997 reflects the combination of American List's trailing six
months ending August 30, 1996, for 1996 and the six months ending June 30,
1997 for 1997 while the balance sheet data as of June 30, 1997 reflects the
combination of American List data as of June 30, 1997.

(2) On January 25, 1994, Brann acquired all of the issued and outstanding
common stock of Brann Direct Marketing Limited ("Brann Limited") in a
transaction accounted for as a purchase, while on August 24, 1995, Bounty
acquired all of the outstanding common stock of Bounty Holdings Limited
("Bounty Limited") in a transaction accounted for as a purchase.
Accordingly, financial data for Brann is included only for periods from
January 26, 1994, and financial data for Bounty is included only for
periods from August 25, 1995.

(3) These costs are directly related to the acquisitions of MMD in January 1997
and Brann in March 1997. They include primarily 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. Net income and net
income per share for the six months ended June 30, 1997, exclusive of these
acquisition costs was $10.6 million and $0.23 per share, respectively. The
Company recorded $17.0 million (before tax) in acquisition and related
costs during July 1997 that are related to the acquisitions of American
List, SCA and Bounty in July 1997.

(4) An extraordinary item 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 cost. Pro forma fully diluted net income before extraordinary item
per share was $0.30 for the year ended December 31, 1996.

(5) Prior to the Reorganization and the New Acquisitions, the Company, MMD and,
since January 1, 1995, SCA's principal operations were not subject to
federal or state corporate income taxes. In addition, both Brann and Bounty
are foreign subsidiaries, subject to different statutory income tax rates.
The pro forma provision for income taxes is calculated using a combined
federal and state tax rate of 39.8% for 1994, 38.4% for 1995, 42.4% for
1996 and 42.4% and 40.2% for the six months ended 1996 and 1997,
respectively, as if the Company, MMD and SCA had been taxable C
corporations for each of the periods presented.

(6) The shares used in computing pro forma fully diluted net income per share
amounts assume that the Reorganization and the New Acquisitions 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 initial public
offering on September 24, 1996, the impact of stock options and certain
share repurchases.

(7) Includes mandatorily redeemable preferred stock of $4.6 million, $4.6
million, $6.3 million and $1.2 million at December 31, 1994, December 31,
1995, December 31, 1996 and June 30, 1997, respectively. In October 1995
and January 1994, Bounty and Brann, respectively, issued fixed cumulative
mandatorily redeemable preferred stock. The preferred stock does not carry
voting rights unless dividends are in arrears, which has not occurred, and
is not convertible into common stock. Accordingly, the preferred stock is
classified as long-term debt. The Bounty and Brann preferred stock was
redeemed in July 1997 and March 1997, respectively.

(8) As of August 31, 1997, the Company had consolidated current assets and
noncurrent assets of $89.0 million and $71.2 million, respectively. Also at
August 31, 1997, the Company had current liabilities and noncurrent
liabilities of $76.6 million and $9.2 million, respectively. For the two
months ended August 31, 1997, the Company recorded $47.7 million in
consolidated revenues and $15.8 million in gross profit. The Company
recorded $17.0 million (before tax) in acquisition and related costs during
the two months ended August 31, 1997 related to the acquisitions of
American List, Bounty and SCA. For the two-month period ended August 31,
1997, the Company had income before taxes and acquisition and related costs
of $7.2 million and a loss before taxes of $9.8 million. For the same
period, the Company had net income before acquisition and related costs of
$4.3 million and a net loss of $9.7 million.

8
<PAGE>

RISK FACTORS

This Prospectus contains forward-looking statements that involve risks and
uncertainties. Actual results could differ materially from those discussed in
the forward-looking statements as a result of certain factors, including those
set forth below and elsewhere in this Prospectus. 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.

RELIANCE ON AT&T

Currently, AT&T is the Company's largest client, accounting for $50.4
million, or 21%, of the Company's 1996 revenues. The Company currently has two
major contracts with AT&T. The first contract with AT&T, which expires in
December 1997, subject to AT&T's right to renew the contract upon terms
mutually agreeable to AT&T and the Company, provides that the Company will
perform direct sales services for AT&T of certain consumer products. The
second contract, which expires in December 1998, subject to automatic renewal
for an additional year unless either party gives 90 days notice of
termination, provides that the Company will provide direct sales services for
AT&T to commercial customers through direct selling, event marketing and
affinity program marketing. In addition, since 1995 the Company has provided
services for AT&T's customers who are not part of the Foreign-Origin Consumer
Market (as defined below). This arrangement is not currently reflected in a
written contract.

The Company anticipates that, as the expiration of the respective AT&T
contracts nears, it will enter into negotiations with AT&T regarding extending
the relationship. The loss of AT&T as a client, or any significant portion of
the services provided to AT&T, would have a material adverse effect on the
Company's results of operations. If such negotiations were to prove
unsuccessful, the Company anticipates that it would enter into negotiations
with other companies, including with other telecommunications companies, to
utilize the resources currently devoted to AT&T (although, under the terms of
the first AT&T contract, the Company could not enter into such negotiations
with other telecommunications companies for services targeting the U.S.-based
residential customers who either speak foreign languages or are English
speakers who consider foreign countries their home (the "Foreign-Origin
Consumer Market") until thirty days after the expiration of the AT&T
contract). There can be no assurance, however, that the Company would be able
to find clients that would generate the same amount of revenue or
profitability as does AT&T.

RELIANCE ON OTHER MAJOR CLIENTS

The Company's ten largest clients, including AT&T, accounted for 56% of the
Company's 1996 revenues. The ten largest clients of the Company, listed
alphabetically and based on 1996 revenues, were AT&T, Barclays Bank, Bayer,
Bristol Myers Squibb, MCI, Microsoft, Novartis Consumer Health, Procter &
Gamble, Royal Mail and Zurich Municipal. Certain clients use a significant
portion of the services of one of the Company's service groups, such as
Bristol Myers Squibb for the Medical Services group and Procter & Gamble for
the Media and Sampling Services group. The loss of any of these significant
clients could have a material adverse effect on the Company's results of
operations. Concurrently with entering a new contract to provide similar
services to AT&T in December 1996, the Company terminated its contract with
MCI, under which it provided marketing and sales services targeting small
business customers. As is typical in the industry, the vast majority of the
Company's contracts either are short-term or 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 expand its business through complementary acquisitions.
The Company is currently evaluating several acquisitions and expects to
continue to consider growth opportunities through additional acquisitions
which 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

9
<PAGE>

the Company will have sufficient capital resources to continue to pursue this
aspect of its growth strategy. 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 January 1, 1997, the Company has made eight acquisitions. The services
provided by the acquired companies, although complementary, differ in varying
degrees from the services offered by the Company. There can be no assurance
that the anticipated benefits with respect to the clients and targeted markets
of these acquisitions will be achieved. Moreover, the Company had limited
experience in acquiring businesses prior to these acquisitions. Thus, the
Company has not yet demonstrated the long-term ability to successfully manage
an acquired business. 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.

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 also will require the implementation of enhanced
operational and financial systems, will require additional management,
operational and financial resources and could place a strain on the Company's
operations and 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

The Company acquired Brann in March 1997, Bounty in July 1997 and Halliday
Jones in August 1997, its first international acquisitions. 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, or integrate acquired companies 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 the acquisitions of Brann and Bounty, approximately 35% of
the Company's revenues in the first six months of 1997 were from outside of
the United States and were denominated in British pounds. 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 could have a material adverse effect on the

10
<PAGE>

Company's results of operations. The Company continually evaluates its
exposure to exchange rate risk but does not currently hedge such risk. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

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 telecommunications or pharmaceutical industry 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 advertising
and marketing media, such as direct mail, television, radio and other
advertising media. The Company also competes with the internal marketing
capabilities of clients and prospective clients. The Company's largest client,
AT&T, has significant internal teleservices and field force marketing
capabilities and also contracts for these services from competitors of the
Company. 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
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 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 media. 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. See "Business--Competition."

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 who
market services and products in languages other than English and those
independent contractors in the pharmaceutical detailing business. Growth in
the Company's business will require it to recruit and train qualified
personnel at an accelerated rate from time to time. 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
telecommunications and computer 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.

11
<PAGE>

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. See "Management--Employment Agreements." In
addition, many of the Company's executive officers and other key personnel
either are participants in the Company's Stock Option 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

The Company's business conducted in the U.S. is subject to various federal
and state laws and regulations. Certain portions of the Company's industry
have become subject to an increasing amount of federal and state regulation in
the past five years. The Federal Communications Commission's (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 Prevention Act of 1994 (the
"TCFAPA") broadly authorizes the Federal Trade Commission ("FTC") to issue
regulations prohibiting misrepresentation in telephone sales. In August 1995,
the FTC issued regulations under the TCFAPA which, among other things, require
telemarketers to make certain disclosures when soliciting sales. The Company
believes its operating procedures comply with the telephone solicitation rules
of the FCC and FTC. However, there can be no assurance that additional federal
or state legislation, or changes in regulatory implementation, would not limit
the activities of the Company or its clients in the future or significantly
increase the cost of regulatory compliance.

A number of states have enacted or are considering enacting legislation to
regulate telephone and door-to-door solicitations. For example, telephone
sales in certain states cannot be final unless a written contract is delivered
to and signed by the buyer, and such a contract may be canceled within three
business days. Other states require third-party verification for door-to-door
solicitation.

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

One of the significant regulations of the FCC applicable to long distance
carriers, such as AT&T (a Company client), prohibits the unauthorized
switching of subscribers' long distance carriers, known in the industry as
"slamming." A fine of up to $100,000 may be imposed by the FCC for each
instance of slamming. 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. The
Company believes its procedures comply with this third-party verification
requirement.

Third-party verification generally is not required for switches obtained in
person, such as those obtained by members of the Company's Direct 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

12
<PAGE>

is possible that employees may in some instances engage in unauthorized
activities, including slamming. The Company investigates customer complaints
reported to it by its telecommunications clients and reports the results to
its clients. To the Company's knowledge, no FCC complaint has been brought
against any of its clients as a result of the Company's services, although the
Company believes that the FCC is examining the sales activities of long
distance telecommunications providers, including the Company's clients, and
the activities of outside vendors, such as the Company, used by such
providers. If any complaints were brought, the Company's client might assert
that such complaints constituted a breach of its agreement with the Company
and, if material, seek to terminate the contract. Any termination by AT&T
would be likely to have a material adverse effect upon the Company's business.
If such complaints resulted in fines being assessed against a client of the
Company, the client could seek to recover such fines from the Company. Any
amounts recovered from the Company would reduce the Company's net income.

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 and European Union.
Pharmaceutical companies and the health care industry in general are subject
to significant U.S. federal and state and European 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.

Two bills introduced in the last session of Congress included provisions
requiring parental consent to any sale of lists of names of minors. Though
neither of these bills was reported out of committee, there can be no
assurance that similar legislation will not be passed in the future at the
federal or state level. Any substantial legal restriction on the use or sale
of marketing lists could have a material adverse effect on the Company's
results of operations.

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 materially adversely
affect the Company's financial condition and results of operations.

The services offered by the International Services group may be subject to
certain regulations of the U.K. 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 printing facility utilized by the International Services group
is also subject to certain environmental regulations regarding the storage and
disposal of certain chemicals involved in the printing process. The Company
believes that the International Services group is substantially in compliance
with applicable regulations. There can be no assurance, however, that
additional U.K. or European Union legislation, or changes in the regulatory
implementation, would not limit the activities of the International Services
group 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.

13
<PAGE>

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, STRYPES OFFERING AND REGISTRATION RIGHTS

Upon completion of the Offerings, the Company will have outstanding an
aggregate of 48,904,920 shares of Common Stock. Of the 48,904,920 shares,
22,043,979 shares will be freely transferable without restriction or further
registration under the Securities Act and 26,861,003 shares will be
"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. In addition, shares of Common Stock to be issued upon
the exercise of certain options will be freely transferable upon such
exercise. See "Shares Eligible for Future Sale." The Company, certain Selling
Stockholders, the Over-Allotment Selling Stockholders and the Company's
directors and executive officers have agreed, subject to certain exceptions
for pledges and, in the case of the Company, the grant and exercise of
employee stock options and the issuance of shares in connection with
acquisitions as long as all executive officers, directors and other affiliates
of the entity being acquired have agreed in writing to the restrictions set
forth below, and the effecting of the STRYPES transaction described below, not
to, directly or indirectly, sell, offer to sell, grant any option for the sale
of, or otherwise dispose of, any capital stock of the Company or any security
convertible or exchangeable into, or exercisable for, such capital stock, or,
in the case of the Company, file any registration statement with respect to
any of the foregoing (other than a registration statement on Form S-8 to
register shares issuable upon exercise of employee stock options or a
registration statement on Form S-4 to register shares issuable in connection
with an acquisition), for a period of 90 days after the date of this
Prospectus, without the prior written consent of Merrill Lynch & Co.

Concurrently with, but not conditioned upon, the completion of the
Offerings, D.M.S. Endowment, LLC ("Endowment"), a limited liability company of
which Daniel M. Snyder and Michele D. Snyder are the beneficial owners, F.D.
Sutton, LLC ("Sutton"), a limited liability company of which Fred Drasner is
the beneficial owner, USN College Marketing, L.P. ("College Marketing"), 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 ("Roberts"), a
limited liability company of which Dr. A.O. Roberts is the beneficial owner,
intend to enter into a forward purchase contract (the "Contract") with the
Snyder STRYPES Trust, a Delaware business trust (the "Trust"). Pursuant to the
Contract, such stockholders will be obligated to deliver to the Trust an
aggregate of up to 4,500,000 shares, or up to 5,175,000 if the overallotment
option in the STRYPES offering is exercised in full, of Common Stock owned by
such stockholders, or cash equal to the value thereof, three years from the
date of the Contract. Prior to any such delivery, such stockholders will
retain voting and dividend rights with respect to the shares that are the
subject of the Contract. See "Principal Stockholders" and "Shares Eligible for
Future Sale."

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 upon expiration of the lock-up agreement described above, 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. See
"Shares Eligible for Future Sale."

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.

CONTROL BY PRINCIPAL STOCKHOLDERS

Following completion of the Offerings, assuming that the Underwriters' over-
allotment options are not exercised, and including shares underlying the
STRYPES Contract, Daniel M. Snyder, the Chairman of the Board of Directors and
Chief Executive Officer of the Company, and Michele D. Snyder, Vice Chairman,
President,

14
<PAGE>

Chief Operating Officer and a director of the Company, will beneficially own
approximately 20.5% and 7.3%, respectively, of the outstanding shares of
Common Stock. As a result, Mr. Snyder individually, and he and Ms. Snyder if
they act in concert, will have the ability to exercise substantial influence
over the Company's business by virtue of their voting power with respect to
the election of 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
("DGCL"), 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 September 18, 1997, the market price of
Common Stock has traded at a high of $33.13 per share and a low of $17.75 per
share. See "Price Range of Common Stock."

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 which have particularly affected the market price for many
emerging growth companies which 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 AT&T" and "--Reliance on Other Major 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.

15
<PAGE>

USE OF PROCEEDS

All of the shares of Common Stock to which this Prospectus relates are owned
of record by the Contracting Stockholders and beneficially by the Beneficial
Stockholders. The Company will receive no proceeds from any sale of the Common
Stock to which this Prospectus relates or the STRYPES to be offered by the
Trust.

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 which 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 June 30, 1997, there were approximately 77
holders of record of Common Stock, and the Company believes there were
approximately 3,075 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.

<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
1996
----
3rd Quarter (From September 24, 1996)......................... $21.75 $17.75
4th Quarter................................................... 29.38 18.63
1997
----
1st Quarter................................................... $33.13 $23.50
2nd Quarter................................................... 28.00 19.50
3rd Quarter (Through September 18, 1997)...................... 32.00 23.88
</TABLE>

On September 18, 1997, the closing sale price of the Common Stock on the
NYSE was $25 13/16 per share.

16
<PAGE>

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 June 30, 1997 and (ii) as of June 30, 1997 as
adjusted to reflect (a) the issuance of and the use of the net proceeds from
the sale of 1,850,000 shares of Common Stock by the Company (after deduction
of underwriting discounts and estimated offering expenses), (b) the proceeds
from the exercise of 500,000 options by a Selling Stockholder, and (c) the
retirement of stock formerly held in treasury by American List. See "Use of
Proceeds." This table should be read in conjunction with the Company's
Consolidated Financial Statements and notes thereto appearing elsewhere in the
Prospectus.

<TABLE>
<CAPTION>
AS OF JUNE 30, 1997
--------------------
ACTUAL AS ADJUSTED
------- -----------
(IN THOUSANDS)
<S> <C> <C>
Cash and equivalents.................................. $38,869 $ 91,082
======= ========
Current maturities of long-term debt.................. $ 2,112 $ 2,112
======= ========
Long-term debt and obligations under capital
leases(1)............................................ $16,361 $ 16,361
Equity(2):
Preferred stock, $.001 par value per share,
5,000,000 shares authorized, none issued and
outstanding, actual and as adjusted................ -- --
Common Stock, $.001 par value per share, 120,000,000
shares authorized, actual and as adjusted;
46,057,078 shares issued and 45,994,378
outstanding, actual; and 48,344,378 shares issued
and outstanding, as adjusted....................... 46 48
Additional paid-in capital.......................... 66,516 117,401
Retained earnings................................... 5,161 5,161
Treasury stock, at cost............................. (1,326) --
Unrealized gains on marketable securities........... 4 4
Cumulative translation adjustment................... 134 134
------- --------
Total equity....................................... 70,535 122,748
------- --------
Total capitalization.............................. $86,896 $139,109
======= ========
</TABLE>
- --------
(1) Includes approximately $1.2 million for mandatorily redeemable preferred
stock which was subsequently redeemed.
(2) Includes 500,000 shares issuable upon exercise of outstanding options as
indicated in "Selling Stockholders." Does not include (i) 5,520,254 shares
of Common Stock issuable upon exercise of outstanding options, (ii)
2,049,312 shares of Common Stock reserved for future issuance under the
Company's 1996 Stock Incentive Plan, and (iii) 425,478 shares of Common
Stock issued on August 27, 1997 in connection with the acquisition of
Halliday Jones. See "Shares Eligible for Future Sale."

17
<PAGE>

SELECTED FINANCIAL AND OPERATING DATA

In July 1997, the Company acquired American List and SCA in merger
transactions and Bounty in a share exchange transaction, each of which has
been accounted for as a pooling of interests for accounting and financial
reporting purposes. In addition, in January 1997 and March 1997, respectively,
the Company acquired MMD and Brann in transactions accounted for as poolings
of interests for accounting and financial reporting purposes. The New
Acquisitions are discussed in "Business--General" and in Note 1 to the
Consolidated Financial Statements of the Company contained elsewhere in this
Prospectus. The following table sets forth selected consolidated financial
data of the Company as of and for each of the years in the five year period
ended December 31, 1996, and for the six month periods ended June 30, 1996 and
June 30, 1997, after giving effect to the New Acquisitions. The table below
gives effect to all of the New Acquisitions, as if they had occurred on
January 1 of each 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, 1996, and for the six month periods ended June 30, 1996 and
June 30, 1997, which gives 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, 1996 and the balance sheet data as of
December 31, 1996 and December 31, 1995 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 results of operations
and financial position of the Company for each period presented. The following
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

18
<PAGE>

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
FOR THE YEARS ENDED DECEMBER 31, ENDED JUNE 30,
----------------------------------------------------- --------------------
1992 1993 1994 1995 1996 1996 1997(8)
----------- ----------- ----------- -------- -------- -------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT
DATA:(1)(2)
Revenues............... $22,430 $38,594 $105,146 $169,642 $235,811 $106,341 $132,630
Operating Expenses:
Cost of services....... 9,911 20,874 61,177 106,993 161,387 73,303 86,862
Selling, general and
administrative
expenses.............. 5,465 7,789 21,076 30,960 48,116 21,768 28,035
Compensation to
stockholders.......... 955 1,381 4,169 7,709 2,223 906 --
Acquisition costs(3)... -- -- -- -- -- -- 16,181
------- ------- -------- -------- -------- -------- --------
Income from
operations............ 6,099 8,550 18,724 23,980 24,085 10,364 1,552
Interest expense, net.. 107 75 936 1,569 2,084 1,469 85
------- ------- -------- -------- -------- -------- --------
Income before taxes and
extraordinary item.... 5,992 8,475 17,788 22,411 22,001 8,895 1,467
Income tax provision .. 2,244 2,975 5,405 6,101 5,603 2,003 5,734
------- ------- -------- -------- -------- -------- --------
Income (loss) before
extraordinary item.... 3,748 5,500 12,383 16,310 16,398 6,892 (4,267)
Extraordinary item(4).. -- -- -- -- (1,215) -- --
------- ------- -------- -------- -------- -------- --------
Net income (loss)...... $ 3,748 $ 5,500 $ 12,383 $ 16,310 $ 15,183 $ 6,892 $ (4,267)
======= ======= ======== ======== ======== ======== ========
Unaudited:
Pro forma net income
(loss)(5)............. $ 3,758 $ 5,170 $ 10,717 $ 13,813 $ 11,464 $ 5,126 $ (4,875)
======= ======= ======== ======== ======== ======== ========
Pro forma fully diluted
net income (loss) per
share(6).............. $ 0.10 $ 0.14 $ 0.27 $ 0.33 $ 0.27 $ 0.12 $ (0.11)
======= ======= ======== ======== ======== ======== ========
Pro forma net income
before extraordinary
item and excluding
non-recurring
acquisition costs(5).. $ 3,758 $ 5,170 $ 10,717 $ 13,813 $ 12,679 $ 5,126 $ 10,557
======= ======= ======== ======== ======== ======== ========
Pro forma fully diluted
net income per share
before extraordinary
item and excluding
non-recurring
acquisition costs(6).. $ 0.10 $ 0.14 $ 0.27 $ 0.33 $ 0.30 $ 0.12 $ 0.23
======= ======= ======== ======== ======== ======== ========
Shares used in
computing pro forma
fully diluted per
share amounts(6)...... 37,557 37,557 39,928 41,531 42,913 41,228 45,518
<CAPTION>
AS OF DECEMBER 31, AS OF
----------------------------------------------------- JUNE 30,
1992 1993 1994 1995 1996 1997(8)
----------- ----------- ----------- -------- -------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET
DATA:(1)(2)
Total assets........... $17,539 $25,278 $ 61,439 $ 90,608 $149,261 $157,507
Long-term debt(7)...... 3,234 2,638 15,584 29,354 28,796 16,361
Total equity .......... 8,967 10,740 19,133 21,225 63,474 70,535
</TABLE>

Footnotes on following page

19
<PAGE>

(1) Prior to the consummation on September 24, 1996 of the Reorganization in
which the Company acquired all of the limited partnership interests in the
Partnership and all of the issued and outstanding stock of the corporate
general partner, 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 Common Stock simultaneously with
the limited partners exchanging their limited partner interests in the
Partnership for 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.

(2) On January 25, 1994, Brann acquired all of the issued and outstanding
common stock of Brann Limited in a transaction accounted for as a
purchase, while on August 24, 1995, Bounty acquired all of the outstanding
common stock of Bounty Limited in a transaction accounted for as a
purchase. Accordingly, financial data for Brann is included only for
periods from January 26, 1994, and financial data for Bounty is included
only for periods from August 25, 1995.

(3) These costs are directly related to the acquisitions of MMD in January
1997 and Brann in March 1997. They include primarily 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. Net income and net
income per share for the six months ended June 30, 1997, exclusive of
these acquisition costs was $10.6 million and $0.23 per share,
respectively. The Company recorded $17.0 million (before tax) in
acquisition and related costs during July 1997 that are related to the
acquisitions of American List, SCA and Bounty in July 1997.

(4) An extraordinary item 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 cost. Pro forma fully diluted net income before extraordinary
item per share was $0.30 for the year ended December 31, 1996.

(5) Prior to the Reorganization and the New Acquisitions, the Company, MMD
and, since January 1, 1995, SCA's principal operations were not subject to
federal or state corporate income taxes. In addition, both Brann and
Bounty are foreign subsidiaries, subject to different statutory income tax
rates. The pro forma provision for income taxes is calculated using a
combined federal and state tax rate of 39.8% for 1994, 38.4% for 1995,
42.4% for 1996 and 42.4% and 40.2% for the six months ended 1996 and 1997,
respectively, as if the Company, MMD and SCA had been taxable C
corporations for each of the periods presented.

(7) Includes manditorily redeemable preferred stock of $4.6 million, $4.6
million, $6.3 million and $1.2 million at December 31, 1994, December 31,
1995, December 31, 1996 and June 30, 1997, respectively. In October 1995
and January 1994, Bounty and Brann, respectively, issued fixed cumulative
mandatorily redeemable preferred stock. The preferred stock does not carry
voting rights unless dividends are in arrears, which has not occurred, and
is not convertible into common stock. Accordingly, the preferred stock is
classified as long-term debt. The Bounty and Brann preferred stock was
redeemed in July 1997 and March 1997, respectively.

(8) As of August 31, 1997, the Company had consolidated current assets and
noncurrent assets of $89.0 million and $71.2 million, respectively. Also
at August 31, 1997, the Company had current liabilities and noncurrent
liabilities of $76.6 million and $9.2 million, respectively. For the two
months ended August 31, 1997, the Company recorded $47.7 million in
consolidated revenues and $15.8 million in gross profit. The Company
recorded $17.0 million (before tax) in acquisition and related costs
during the two months ended August 31, 1997 related to the acquisitions of
American List, Bounty and SCA. For the two-month period ended August 31,
1997, the Company had income before taxes and acquisition and related
costs of $7.2 million and a loss before taxes of $9.8 million. For the
same period, the Company had net income before acquisition and related
costs of $4.3 million and a net loss of $9.7 million.

20
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The Company was incorporated in June 1996 in Delaware to be the holding
company for Snyder Communications, L.P. (the "Partnership"), a limited
partnership established in 1988, in which Snyder Marketing Services, Inc.
("SMS") was the general partner and U.S. News & World Report, L.P. ("USN") and
certain other investors were limited partners. As a part of a reorganization
(the "Reorganization") effected in connection with the Company's initial
public offering, all of the limited partnership interests in the Partnership,
as well as all shares of stock in SMS, were exchanged for shares of the
Company's Common Stock.

The following discussion of the Company's results of operations and of its
liquidity and capital resources is based upon the Company's Consolidated
Financial Statements which have been retroactively restated to give effect to
the MMD and Brann acquisitions as well as the acquisitions of American List,
SCA and Bounty acquisitions. The following discussion should be read in
conjunction with the Selected Financial and Operating Data of the Company and
the Consolidated Financial Statements of the Company and related notes thereto
included elsewhere in this Prospectus.

OVERVIEW

The Company has grown significantly, both internally and through
acquisitions. The Company has completed eight strategic acquisitions since
January 1, 1997. The Company's strategy is to facilitate the growth of its
acquirees with improved sales and marketing resources and to integrate the
sales and marketing efforts of its acquirees with those of other operating
groups within the Company. The Company expects that the synergies created will
increase its opportunities and strengthen customer relationships. The Company
has not attempted to integrate the infrastructures of its acquirees and does
not expect to incur material costs to integrate its acquirees' operations in
the future.

. The Company established its Medical Services group through the acquisition
of MMD in January 1997 in a merger transaction, which was accounted for as
a pooling of interests for financial reporting purposes. MMD provides
outsourced medical sales and marketing services and has over 1,200
detailing representatives conducting sales and marketing programs for some
of the world's premier pharmaceutical companies. In the acquisition, the
Company issued 1,354,500 shares of Common Stock for all of the issued and
outstanding shares of capital stock of MMD. The total consideration paid in
connection with the acquisition was valued at approximately $35.4 million.
The Company expanded the Medical Services group's operations into the U.K.
through the acquisition of Halliday Jones in August 1997 in a transaction
that was accounted for as a purchase for financial reporting purposes.
Halliday Jones has approximately 300 representatives providing
pharmaceutical detailing services for its clients, including major
pharmaceutical companies. The total consideration paid in connection with
the acquisition, including the repayment of assumed debt immediately
following the closing, was approximately $19.4 million, consisting of
425,478 shares of Common Stock and approximately $7.4 million in cash.

. The Company established its International Services group in March 1997
through the acquisition of Brann in a share exchange, which was accounted
for as a pooling of interests for financial reporting purposes. Brann is a
leading provider of complete marketing solutions in the United Kingdom, and
it offers a full range of creative, telemarketing and database services to
over 70 companies, government agencies and charitable organizations. In the
acquisition, the Company issued 2,350,152 shares of Common Stock and
389,730 options to purchase shares of Common Stock, in exchange for all of
the issued and outstanding ordinary shares and options to purchase ordinary
shares of Brann, respectively. In addition, all of Brann's outstanding
redeemable preferred stock, valued at approximately $5.0 million including
accrued dividends through March 21, 1997, was redeemed for cash. The total
consideration paid in connection with the acquisition was valued at
approximately $77.8 million.

21
<PAGE>

. The Company expanded its data delivery service capabilities and established
its Data Delivery Services group in July 1997 through its acquisition of
American List in a merger transaction, which was accounted for as a pooling
of interests for financial reporting purposes. American List develops,
maintains and markets some of the largest and most comprehensive databases
of high school, college, and pre-school through junior high school students
in the United States. In the acquisition, the Company issued 5,032,322
shares of Common Stock for all of the issued and outstanding shares of
capital stock of American List. The total consideration paid in connection
with the acquisition was valued at approximately $134.6 million.

. The Company expanded its Media and Sampling Services group through four
acquisitions. In July 1997, the Company acquired SCA and Bounty in separate
transactions, each of which was accounted for as a pooling of interests for
financial reporting purposes. SCA is a U.S. provider of targeted product
sampling programs for packaged goods manufacturers, with distribution
channels that include over 150,000 separate locations reaching primary and
secondary schools, daycare/preschool centers, colleges and immigrant
organizations. In the acquisition, the Company issued 1,549,172 shares of
Common Stock for all of the issued and outstanding shares of capital stock
of SCA. The total consideration paid in connection with the acquisition was
valued at approximately $38.6 million. Bounty is a U.K.-based provider of
targeted product sampling services and proprietary health-oriented
publications to expectant mothers, new mothers and parents of toddlers in
the U.K. and Ireland. In the acquisition, the Company issued 1,483,240
shares of Common Stock for all of the issued and outstanding shares of
capital stock of Bounty and redeemed all of Bounty's outstanding long-term
debt, including mandatorily redeemable preferred stock, for cash in an
amount equal to approximately $11.7 million. The total consideration paid
in connection with the acquisition was valued at approximately $50.6
million. The Company also acquired, (i) in January 1997 Supermarket
Communications Systems, Inc., to be renamed Good Neighbor Direct, Inc.
("Good Neighbor"), which provides marketing services through information
centers located in approximately 7,000 retail outlets throughout the United
States, for approximately $4.2 million in cash, and (ii) in August 1997 the
90% interest that it did not already own in American Sampling, Inc.
("ASI"), which in 1996 distributed over 5.8 million sample packs to
expectant and new mothers in over 12,000 locations throughout the U.S., for
total consideration, including the repayment of assumed debt immediately
following the acquisition, of approximately $4.2 million in cash.

RESULTS OF OPERATIONS

In the Direct Services group, revenues from field sales and teleservices are
based on both the number of accepted customers and the type of services sold.
The Company typically receives a fixed dollar amount per customer. Revenues
related to such sales are recognized on the date that the application for
service is accepted by the Company's clients. In the Media and Sampling
Services group, the Company is paid by sponsors of its WallBoard(R)
information displays and sample packs in installments, generally quarterly or
semiannually, over the term of the contract under which services are rendered,
which is generally one year or less. In the Medical Services group, revenues
are based on the number of presentations made to physicians. The Company
typically receives a fixed dollar amount per presentation, and revenues are
recognized as presentations are made. In the International Services group,
revenues are recognized when services are completed in accordance with the
terms of the contracts. In the Data Delivery Services group, revenues are
recognized upon shipment of lists to customers for a one-time usage.

Cost of services consists of all costs specifically associated with client
programs, such as salary, commissions and benefits paid to personnel,
including senior executive officers associated with specific service groups,
inventory, payments to third-party vendors and systems and other support
facilities specifically associated with client programs.

Selling, general and administrative expense is primarily comprised of costs
associated with the Company's centralized staff functions, such as financial,
accounting, human resources and personnel costs of senior executive officers
not specifically associated with any single service group.

22
<PAGE>

The following sets forth, for the periods indicated, certain components of
the Company's supplemental income statement data, including such data as a
percentage of revenues. Pro forma net income includes a provision for income
taxes as if all operations of the Company had been taxed as a C corporation
for all periods presented.

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31, FOR THE SIX MONTHS ENDED JUNE 30,
----------------------------------------------- -------------------------------------
1994 1995 1996 1996 1997
-------------- -------------- --------------- -------------------------------------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $105,146 100.0% $169,642 100.0% $235,811 100.0% $ 106,341 100.0% $ 132,630 100.0%
Operating expenses:
Cost of services....... 61,177 58.2 106,993 63.1 161,387 68.4 73,303 68.9 86,862 65.5
Selling, general and
administrative ex-
penses................ 21,076 20.0 30,960 18.3 48,116 20.4 21,768 20.5 28,035 21.1
Compensation to stock-
holders............... 4,169 4.0 7,709 4.5 2,223 1.0 906 0.9 -- --
Acquisition costs...... -- -- -- -- -- -- -- -- 16,181 12.2
-------- ----- -------- ----- -------- ----- --------- ------ --------- ------
Income from operations.. 18,724 17.8 23,980 14.1 24,085 10.2 10,364 9.7 1,552 1.2
Interest expense, net... 936 0.9 1,569 0.9 2,084 0.9 1,469 1.4 85 0.1
Income tax provision.... 5,405 5.1 6,101 3.6 5,603 2.4 2,003 1.8 5,734 4.3
-------- ----- -------- ----- -------- ----- --------- ------ --------- ------
Income (loss) before
extraordinary item..... 12,383 11.8 16,310 9.6 16,398 6.9 6,892 6.5 (4,267) (3.2)
Extraordinary item...... -- -- -- -- (1,215) (0.5) -- -- -- --
-------- ----- -------- ----- -------- ----- --------- ------ --------- ------
Net income (loss)....... $ 12,383 11.8% $ 16,310 9.6% $ 15,183 6.4% $ 6,892 6.5% $ (4,267) (3.2)%
======== ===== ======== ===== ======== ===== ========= ====== ========= ======
Pro forma net income
(loss)................. $ 10,717 10.2% $ 13,813 8.1% $ 11,464 4.9% $ 5,126 4.8% $ (4,875) (3.7)%
======== ===== ======== ===== ======== ===== ========= ====== ========= ======
Pro forma net income
before extraordinary
item and excluding non-
recurring acquisition
costs.................. $ 10,717 10.2% $ 13,813 8.1% $ 12,679 5.4% $ 5,126 4.8% $ 10,557 8.0%
======== ===== ======== ===== ======== ===== ========= ====== ========= ======
</TABLE>

Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996

Revenues. Revenues increased $26.3 million, or 24.7%, from $106.3 million in
the six months ended June 30, 1996 to $132.6 million in the six months ended
June 30, 1997. The increase in revenues was due principally to increased sales
volumes in the Direct Services, Medical Services and Media and Sampling
Services groups. Revenues increased in the Direct Services group primarily as
a result of increased sales related to the AT&T consumer contract. Increased
revenues in the Medical Services group resulted primarily from the
commencement of services under a new contract, as well as two contracts which
were fully operational during the six months ended June 30, 1997, but for
which services began in March 1996 and July 1996. Revenues in the Media and
Sampling Services group increased due primarily to the growth in sampling
programs and to a lesser extent from the Good Neighbor information centers
which were acquired in a purchase transaction in January 1997. The Company
introduced 15 new sampling programs during the six months ended June 30, 1997,
for a total of 48 sampling programs.

Cost of Services. Cost of services increased $13.6 million, or 18.6%, from
$73.3 million in the six months ended June 30, 1996 to $86.9 million in the
six months ended June 30, 1997. Cost of services as a percentage of revenues
decreased from 68.9% in the six months ended June 30, 1996 to 65.5% in the six
months ended June 30, 1997. Cost of services as a percentage of revenues
decreased because the additional management and client support personnel
employed during 1996 were able to support increased client services in 1997,
and because of the recognition of deferred revenue, which had no associated
costs, upon termination of the MCI contract.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses combined with compensation to stockholders increased
$5.3 million, or 23.3%, from $22.7 million in the six months ended June 30,
1996 to $28.0 million in the six months ended June 30, 1997. Selling, general
and administrative expenses combined with compensation to stockholders as a
percentage of revenues was 21.1% in the six months ended

23
<PAGE>

June 30, 1997 compared to 21.4% in the six months ended June 30, 1996. The
increase in selling, general and administrative expenses is due primarily to
additional personnel expenses. During 1996, the Company established human
resources and information systems departments and expanded its finance
department.

Acquisition Costs. The Company recorded $16.2 million in non-recurring
acquisition costs during the six months ended June 30, 1997. These costs are
directly related to the acquisitions of MMD in January 1997 and Brann in March
1997. They include primarily banking fees, other professional services fees,
certain United Kingdom excise and transfer taxes, as well as a non-cash charge
of approximately $9.1 million related to the accelerated vesting of options
held by Brann employees.

Interest Expense, Net. Net interest expense decreased $1.4 million, from
$1.5 million in the six months ended June 30, 1996 to $0.1 million in the six
months ended June 30, 1997. Interest expense decreased $0.7 million, from $1.8
million in the six months ended June 30, 1997 to $1.1 million in the six
months ended June 30, 1997 due primarily to the repayment in full of the
subordinated debentures due to related parties in October 1996 with proceeds
from the initial public offering in September 1996. Interest income increased
$0.7 million, from $0.4 million in the six months ended June 30, 1996 to $1.1
million in the six months ended June 30, 1997 due to the interest received on
the proceeds remaining from the initial public offering.

Income Tax Provision. The Company recorded a $5.7 million tax provision for
the six months ended June 30, 1997, consisting of a $6.5 million provision for
the $17.6 million in income from recurring operations less interest expense,
and a $0.8 million benefit from the $16.2 million of non-recurring acquisition
costs. The Company's effective tax rate for the six months ended June 30, 1997
differs from the Federal statutory rate due primarily to the non-deductibility
of certain of the acquisition costs and state income taxes. Pro forma net
income discussed below includes a provision for income taxes as if all
operations of the Company had been taxed as a C corporation for the first six
months of 1996 and 1997.

Pro Forma Net Income (Loss). Pro forma net income (loss) decreased $10.0
million, or 196%, from net income of $5.1 million for the six months ended
June 30, 1996 to a net loss of $4.9 million for the six months ended June 30,
1997, due to the $16.2 million in non-recurring acquisition costs. Pro forma
net income before extraordinary item and excluding non-recurring acquisition
costs increased $5.5 million, or 108%, from $5.1 million for the six months
ended June 30, 1996 to $10.6 million for the six months ended June 30, 1997
due primarily to the decrease in cost of services as a percentage of revenues.

1996 Compared to 1995

Revenues. Revenues increased $66.2 million, or 39.0%, from $169.6 million in
1995 to $235.8 million in 1996. The increase in revenues was principally due
to increased sales volumes in the Direct Services and Media and Sampling
Services groups, and to a lesser extent to increased pharmaceutical detailing
fees in the Medical Services group. The increase in revenues and sales volumes
in the Direct Services group corresponds with the increase during 1995 and
1996 in the number of sales offices, the number of field sales personnel, and
the number of teleservices representatives. Revenues in the Media and Sampling
Services group increased due mainly to Bounty's sampling programs which began
in August 1995 when Bounty acquired all of the outstanding common stock of
Bounty Limited in a purchase transaction. Revenues in the Medical Services
group increased due primarily to increased revenues per pharmaceutical
detailing presentation under three large contracts in 1996.

Cost of Services. Cost of services increased $54.4 million, or 50.8%, from
$107.0 million in 1995 to $161.4 million in 1996. Cost of services as a
percentage of revenues increased from 63.1% to 68.4% due primarily to an
increase in personnel costs. Additional management and client support
personnel were employed to handle the continued growth and expanded operations
throughout the Company. The number of managers and ratio of managers to sales
representatives increased to further improve the quality and oversight of the
services provided. Additional recruiting costs were incurred during 1996 to
attract the additional management and client support personnel.

24
<PAGE>

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $17.1 million, or 55.2%, from $31.0 million
in 1995 to $48.1 million in 1996. Selling, general and administrative expense
as a percentage of revenues increased from 18.3% in 1995 to 20.4% in 1996.
Substantially all of the increase in selling, general and administrative
expenses as a percentage of revenues is due to additional personnel and
corporate expenses incurred to support the growth of the Company. The increase
in payroll and payroll related expenses accounted for the majority of the
total increase in selling, general and administrative expenses. The Company
employed additional senior executives and corporate personnel in 1996 to
support the continued
expansion of its services. Prior to 1996, the Company did not have established
human resources or information systems departments. Also during 1996, the
number of personnel in the finance department increased significantly.

Compensation to Stockholders. Compensation to stockholders decreased $5.5
million, or 71.4%, from $7.7 million in 1995 to $2.2 million in 1996.
Approximately $4.4 million of the decrease relates to compensation paid to SMS
stockholders prior to the Reorganization. Prior to the Reorganization, the
Company's operations were conducted by the Partnership. SMS, the general
partner of the Partnership, paid compensation to certain officers and
employees of the Partnership for services performed for SMS. The compensation
from SMS was in addition to the compensation that these individuals received
from the Partnership. These individuals were stockholders in both the
Partnership and SMS.

Interest Expense, Net. Net interest expense increased $0.5 million, from
$1.6 million in 1995 to $2.1 million in 1996. Interest expense increased $1.2
million, from $2.4 million in 1995 to $3.6 million in 1996 due mainly to the
$1.0 million increase in interest expense on the debt incurred by Bounty in
connection with its purchase of Bounty Limited at the end of August 1995.
Bounty incurred interest expense for only four months in 1995, but for all
twelve months in 1996. Interest income increased $0.7 million, from $0.8
million in 1995 to $1.5 million in 1996 due to an increase in the balance of
funds available for investment, primarily the proceeds from the initial public
offering in September 1996.

Income Tax Provision. The income tax provision of $5.6 million in 1996
reflects the actual income tax provisions of the previously separate companies
before their respective acquisitions by the Company. Not all of the entities
acquired were subject to income taxes prior to their respective acquisitions
by the Company. Pro forma net income discussed below includes a provision for
income taxes, as if all operations of the Company had been taxable as a C
corporation in both 1995 and 1996. For the period from January 1, 1996 until
the Reorganization on September 24, 1996, the Company had elected to be
treated for federal and certain state income tax purposes as an S corporation,
and therefore, the stockholders of the Company were taxed on their
proportionate share of the Company's taxable income, and the Company did not
have an obligation to pay income taxes. MMD and SCA were also taxed as S
corporations prior to their respective mergers with the Company.

Extraordinary Item. In October 1996, Snyder redeemed in full the
subordinated debentures and recorded an extraordinary loss of $1.2 million,
net of income taxes. The extraordinary loss consists of prepayment penalties
and the write-off of unamortized discount and debt issuance costs.

Pro Forma Net Income. Pro forma net income decreased $2.3 million, or 16.7%,
from $13.8 million in 1995 to $11.5 million in 1996 due primarily to the
increases in cost of services and selling, general and administrative expenses
as a percentage of revenues, offset by the decrease in compensation to
stockholders.

1995 Compared to 1994

Revenues. Revenues increased $64.5 million, or 61.4%, from $105.1 million in
1994 to $169.6 million in 1995. The increase in revenues is due primarily to
an increase in the volume of marketing programs in the Direct

25
<PAGE>

Services, Media and Sampling Services, and International Services groups.
Revenues in the Direct Services group increased because 1995 was the first
full year of operations for the AT&T and MCI contracts. Revenues in the Media
and Sampling Services group increased due to an increase in sampling program
revenues. Revenues in the International Services group increased due to
expanded services provided to existing clients.

Cost of Services. Cost of services increased $45.8 million, or 74.8%, from
$61.2 million in 1994 to $107.0 million in 1995. Cost of services, as a
percentage of revenues, increased from 58.2% in 1994 to 63.1% in 1995
primarily reflecting increased staffing. Direct Services began providing
teleservices in 1995 and employed 177 teleservices personnel at the end of
1995. The Company also opened additional field sales offices in 1995. The
increased number of teleservices, field and pharmaceutical representatives
resulted in an increase in the number of supervisors and managers employed.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $9.9 million, or 46.9%, from $21.1 million
in 1994 to $31.0 million in 1995 due primarily to additional administrative
personnel and related corporate expenses associated with the Company's growth.
Selling, general and administrative expenses, as a percentage of revenues,
decreased from 20.0% in 1994 to 18.3% in 1995, reflecting a moderately
increased corporate overhead expense being spread over a larger base of
revenues.

Compensation to Stockholders. Compensation to stockholders increased $3.5
million, or 83.3%, from $4.2 million in 1994 to $7.7 million in 1995 primarily
due to the $4.4 million paid to certain officers and employees of the
Partnership for services performed for SMS prior to the Reorganization,
partially offset by a decrease of $0.9 million in the compensation paid in
1995 to the stockholders of MMD and SCA.

Interest Expense, Net. Net interest expense increased $0.6 million, from
$0.9 million in 1994 to $1.6 million in 1995. Interest expense increased $1.0
million, from $1.4 million in 1994 to $2.4 million in 1995 due primarily to
interest expense related to the subordinated debentures which were issued in
May 1995 and the interest on the debt incurred by Bounty in connection with
its purchase transaction in August 1995. Interest income increased $0.4
million, from $0.5 million in 1994 to $0.9 million in 1995 due primarily to an
increase in interest rates and a greater amount of funds available for
investment.

Income Tax Provision. The income tax provision of $6.1 million in 1995
reflects the actual income tax provisions of the previously separate companies
before their respective acquisitions by the Company. Not all of the entities
acquired were subject to income taxes prior to their respective acquisitions
by the Company. Pro forma net income discussed below includes a provision for
income taxes as if all operations of the Company had been taxable as a C
corporation in both 1994 and 1995.

Pro Forma Net Income. Pro forma net income increased $3.1 million, or 29.0%,
from $10.7 million in 1994 to $13.8 million in 1995. The increase in pro forma
net income that was attributed to the significant growth in revenues and the
controlled overhead expenditures was offset by the increase in cost of
services and compensation to stockholders.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1997, the Company had $38.9 million in cash and equivalents.
Cash and equivalents decreased $20.6 million during the six months ended June
30, 1997, due primarily to the $11.0 million used by financing activities and
the $12.0 million used by investing activities offset by the $1.6 million
provided by operating activities. The cash used for financing activities
includes $14.8 million for the net repayment of debt, $5.8 million in payments
of dividends and distributions to stockholders of the acquired entities prior
to their respective acquisitions by the Company, and $1.3 million used to
acquire treasury shares, offset by $7.2 million in proceeds from the exercise
of options and $3.7 million from the impact of combining differing year ends.
The cash used for investing activities includes $7.9 million for the purchase
of property, equipment and lists, $4.2 million in cash paid for the purchase
of Good Neighbor and $0.4 million from the impact of combining different year
ends, offset by $0.5 million from the sale of marketable securities.

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The Company's operations have provided positive cash flows in each of the
three years ended December 31, 1996. The cash flows provided by operations
have increased in each of the three years ended December 31, 1996 consistent
with the increase in revenues. The Company used $7.9 million for the purchase
of property and equipment in 1996 to expand its infrastructure to handle its
increased operations.

The Company experienced significant growth during 1996 and expects to
continue to grow through both internal expansion and complementary
acquisitions. The Company expects that it will spend approximately $11.5
million for capital expenditures during 1997 primarily for the expansion of
its facilities and the upgrading
of its systems, of which it has spent $7.6 million through June 30, 1997. The
Company believes that its cash and equivalents, as well as the cash provided
by operations, will be sufficient to fund its current operations and planned
capital expenditures. To the extent that the consideration paid for future
acquisitions does not include securities of the Company, acquisitions will
initially be financed using excess cash and equivalents, but depending on the
amount necessary to complete an acquisition, additional financing may be
required. The Company recorded $17.0 million (before tax) in acquisition and
related costs during July 1997 which are related to the acquisitions of
American List, SCA and Bounty. Subsequent to June 30, 1997 the Company has
paid approximately $11.5 million in cash for the acquisitions of ASI and
Halliday Jones, both of which were accounted for as purchases for accounting
and financial reporting purposes.

The Company is subject to the impact of foreign currency fluctuations,
specifically that of the British pound. To date, changes in the British pound
exchange rate have not had a material impact on the Company's liquidity or
results of operations. The Company continually evaluates its exposure to
exchange rate risk but does not currently hedge such risk.

NEW ACCOUNTING PRONOUNCEMENTS

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 ("SFAS 128") "Earnings Per Share".
This statement is effective for years ending after December 15, 1997 and will
be implemented by Snyder in its December 31, 1997 financial statements. SFAS
128 requires primary earnings per share ("EPS") to be replaced with basic EPS,
which is computed by dividing reported earnings available to common
stockholders by the weighted average number of shares outstanding without
consideration of common stock equivalents or other potentially dilutive
securities. Fully diluted EPS, now called diluted EPS, is still included. The
Company adopted its stock option plan and began offering stock options in
September 1996. Because the stock options were outstanding for only a short
period of time in 1996, the Company does not expect the implementation of SFAS
128 to have a material impact on its calculation of basic EPS. However, in
future years, when the options are outstanding for the entire year, the
Company expects basic EPS will be higher than they would have been under the
existing EPS standard.

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income"
("SFAS 130"). This statement is effective for years ending after December 15,
1997 and will be implemented by the Company in its December 31, 1997 financial
statements. SFAS 130 establishes standards for reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements. Management is currently evaluating the impact of SFAS
130.

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BUSINESS

GENERAL

The Company is a rapidly growing international provider of complete
marketing solutions primarily to Fortune 500 size companies that outsource
elements of their global sales and marketing efforts. The Company integrates
its various capabilities, including its proprietary distribution channels,
into innovative, value-added marketing programs that supplement its clients'
sales and marketing activities. The Company identifies high-value consumer
segments; designs and implements marketing programs to reach them; initiates
and closes sales on behalf of its clients; and provides customer care and
retention services. The Company's resources include proprietary databases of
targeted consumers and small businesses, database management services,
proprietary product sampling programs and publications, sponsored information
displays in proprietary locations, marketing program consultants, field sales
and marketing representatives, inbound and outbound teleservice
representatives, 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 revenues, exclusive of acquisitions, in 1995 and 1996 were
$42.9 million and $82.8 million, respectively. The Company's consolidated
revenues, restated to include revenues from the New Acquisitions for all
reported periods, increased from $169.6 million in 1995 to $235.8 million in
1996, and from $106.3 million in the first six months of 1996 to $132.6
million in the first six months of 1997. To date, substantially all of the
Company's revenues have been generated from operations in the U.S. and U.K.

In order to broaden the range of services it provides to its clients and to
expand geographically, since January 1, 1997, the Company has made the eight
acquisitions described below. To complement and supplement its existing
management depth, the Company retained the key members of management of each
of the acquired companies.

. In January, the Company established its Medical Services group through the
acquisition of MMD, which provides outsourced medical sales and marketing
services and has over 1,200 detailing representatives conducting sales and
marketing programs for some of the world's premier pharmaceutical companies.
In August, the Company expanded the Medical Services group's operations into
the U.K. through the acquisition of Halliday Jones. Halliday Jones has
approximately 300 representatives providing pharmaceutical detailing
services for its clients, including major pharmaceutical companies. The
acquisitions of MMD and Halliday Jones not only afford the Company's
preexisting clients the services of the two companies' detailing
representatives but also expand the Company's business relationships within
the pharmaceutical industry.

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acquisition of Brann significantly strengthens the Company's presence in the
U.K. The Company believes that Brann's infrastructure, existing client
relationships and position as a leading provider of complete marketing
solutions in the U.K. provide the Company with the opportunity to
significantly expand its relationships with existing multinational clients
and to attract new European-based and multinational clients.

. In July, the Company expanded its data delivery service capabilities and
established its Data Delivery Services group through the acquisition of
American List, which develops, maintains and markets some of the largest and
most comprehensive databases of high school, college, and pre-school through
junior high school students in the United States. The databases currently
contain information on more than 30 million individuals. The Company expects
that access to American List's proprietary databases, in addition to the
Company's existing database, will augment the Company's ability to market
products and services on behalf of the Company's clients to targeted
customers and will enable the Company to offer additional marketing services
to the existing customers of American List.

. In July, the Company expanded its Media Sampling and Services group through
the acquisitions of SCA and Bounty. SCA is a U.S. provider of targeted
product sampling programs for packaged goods manufacturers, with
distribution channels that include over 150,000 separate locations reaching
primary and secondary schools, daycare/preschool centers, colleges and
immigrant organizations. Bounty is a U.K.-based provider of targeted product
sampling services and proprietary health-oriented publications to expectant
mothers, new mothers and parents of toddlers in the U.K. and Ireland.
Through its programs, the Company estimates, based on census data, that it
reaches approximately 95% of all new parents in the U.K. Similarly, the
Company estimates that over 92% of all new parents in the U.K. affirmatively
request to be included in Bounty's proprietary database to allow them to
receive additional products and literature which are relevant to new
parents. The Company believes that SCA's and Bounty's services and products
will complement its existing product sampling programs and that the
acquisition of Bounty, along with that of Brann, positions the Company for
continued growth in Europe. The Company also expanded its Media and Sampling
Services group through the acquisition of Good Neighbor in January and ASI
in August. Good Neighbor is a provider of marketing services through
information centers located in approximately 7,000 retail outlets throughout
the United States, thereby increasing the Company's information display
locations to over 30,000. In 1996, ASI distributed over 5.8 million sample
packs to expectant and new mothers in over 12,000 locations throughout the
U.S.

MARKETING OPPORTUNITIES

The Company believes that it is well-positioned to capitalize on the
following five dynamic social and commercial trends: (1) the outsourcing of
marketing and sales functions, (2) changes in demographics, (3) changes in the
regulatory environment, (4) globalization and (5) increased demand for direct
marketing services in the U.K. and Europe.

Outsourcing. In recent years, more corporations have integrated outsourcers
into their overall marketing strategies. The Company believes that, as more
corporations adopt capital saving strategies and focus on their core
competencies, the demand for outsourced marketing services will increase. The
Company believes that it is well-positioned to capitalize on the continued
momentum of the corporate trend toward outsourcing. The Company also perceives
that corporations value service providers who can provide them with a wide
range of services, thereby lowering transaction costs. The Company believes
that its recent acquisitions increase its competitive position by, among other
things, expanding the type and scope of services the Company can offer its
clients.

Changes in Demographics. The Company believes that it is well-positioned to
take advantage of two demographic trends in the United States. First, multi-
cultural populations are growing much more rapidly than the overall
population. According to population projections prepared by the U.S. Bureau of
the Census which are based in part on 1990 census data ("Census Bureau
Population Projection"), there were approximately 9.7 million Asian/Pacific
Islanders living in the United States during 1996 and that group is expected
to grow approximately 57% by the year 2010. In 1996, there were approximately
27.8 million Hispanics living in the

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United States and that group is expected to grow approximately 48% by the year
2010 according to the Census Bureau Population Projection. In contrast, the
total population in the United States is expected to grow approximately 12% by
the year 2010 according to the Census Bureau Population Projection. The
Company has designed a marketing strategy for its Direct Services group which
uses bilingual field sales and teleservices representatives to reach the
rapidly growing multi-cultural populations. Second, according to the Census
Bureau Population Projection, in 1996 there were approximately 69.2 million
people who were 50 years or older in the United States. The 50 years and older
age group is the fastest growing age group in the United States, and it is
projected to grow by approximately 39% through the year 2010 according to the
Census Bureau Population Projection. A number of the Company's marketing
programs are designed to target this population sector. The Company's
demographic marketing database includes valuable data about aging baby boomers
and other potential customers in this population sector that will assist the
Company in designing marketing programs to reach the 50 years and older age
group.

Changes in the Regulatory Environment--Deregulation. The Company believes
that there is a trend towards deregulation of industry in the U.S. and the
U.K. A typical result of deregulation is increased competition as companies
seek to acquire market share. Deregulation often finds companies with less
developed internal sales capabilities than are needed in the changing
competitive environment. For example, telecommunications companies now
actively compete for market share and market new services in markets newly
opened by deregulation in that industry. Similarly, the more recent
deregulation of the U.S. gas and electric utilities industries presents
opportunities for companies in those industries to market their products
directly to consumers who, historically, have had no choices among gas and
electric service providers. The Company believes that, with its ability to
provide integrated targeted marketing solutions, it is well-positioned to
service the needs of firms which, as a result of deregulation, need rapidly
implemented, sophisticated marketing capability. The Company believes that it
is not only well-positioned to take advantage of the current deregulatory
climate, but that it is also capable of responding to and benefitting from
changing regulatory conditions. For example, the Company believes that the
increased pace at which pharmaceuticals are approved will increase the number
of products available to physicians and thereby increase the demand for the
Company's medical detailing services.

Globalization. The vast majority of the Company's significant clients are
companies that have international operations. The Company believes that these
and other multinational companies will seek to do business with companies that
can provide sales and marketing solutions that span national boundaries. The
Company believes that its recent acquisitions of Brann and Bounty
significantly increase its ability to provide sales and marketing solutions to
multinational clients.

Increased Demand for Direct Marketing Services in the U.K. and
Europe. Direct marketing activities, such as direct mail and teleservices, are
not as prevalent in the U.K. and Europe as they are in the United States. The
Company believes that there will be strong growth in the demand for direct
marketing services in both the U.K. and Europe during the next few years. The
Company believes that its existing U.K. infrastructure and capabilities along
with the Company's direct marketing experience will enable the Company to
capitalize on this demand.

GROWTH STRATEGY

In order to capitalize on these social and commercial trends and continue
its growth, the Company plans to broaden the range of services offered to
existing and future clients, expand its geographic presence and pursue
strategic acquisitions.

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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.

Pursue Strategic Acquisitions. The Company intends to continue 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 also seeks growth in order to obtain the benefits of economies
of scale. In certain of the Company's service groups, such as Media and
Sampling Services and Data Delivery Services, a high proportion of the
Company's costs is fixed. The Company believes it will realize improved profit
margins by spreading these costs over a larger revenue base. The Company
anticipates that its existing infrastructure in these groups can accommodate
additional clients and additional services.

MARKETING PROGRAMS

The Company's marketing programs utilize the resources of one or more of the
Company's five service groups, depending on the client's needs. The Company's
five service groups are: Direct Services, Media and Sampling Services, Medical
Services, Data Delivery Services and International Services.

DIRECT SERVICES. The Direct Services group uses field sales and teleservices
to obtain customers for the Company's clients. Historically, such programs
have been directed primarily at multi-cultural residential and small business
customers.

Field Sales. Using field sales (face-to-face) and event marketing, the
Company's field sales representatives make face-to-face contact with potential
customers at the customers' homes or offices and at local cultural events.
Field sales representatives who are targeting consumer residential customers
focus their sales efforts on event marketing, mainly at fairs, festivals and
shopping malls. Field sales representatives who are targeting business
customers typically call on small businesses either on a "cold call" basis or,
increasingly, from leads generated by the Company's direct mail or
telemarketing efforts. The productivity of the field sales representatives is
enhanced by the fact that they generally live in the area in which they are
soliciting business. The Company's field sales representatives currently
market in 32 different languages and well over half of the Company's Direct
Services field sales representatives are bilingual. As of June 30, 1997, the
Company had over 1,600 field sales representatives working in its Direct
Services group in 32 offices in 10 states.

Teleservices. Prospective customers may also be contacted by telephone. The
Company's teleservices associates operating within the Direct Services group,
almost all of whom are bilingual, use an internally prepared sales script to
market the client's products or services. Teleservices associates in the
Company's U.S. call centers use a computerized call management system that
employs state-of-the-art call routing and predictive

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<PAGE>

dialing technologies. As of June 30, 1997, the Company had a total of 329 call
stations and approximately 500 teleservices associates in the United States.

The Direct Services group provides services for a number of clients,
including, listed alphabetically, AT&T, Enron and Foundation Health. These
clients illustrate the breadth of products and services for which the Company
provides targeted marketing services. The Company markets long-distance
telecommunications services on behalf of AT&T, natural gas and electrical
supply services on behalf of Enron and membership in certain managed health
care plans for Foundation Health. The Company's contracts with its Direct
Services clients are typically multi-year contracts, with certain early
termination rights, under which the Company is paid only for successful
performance. The Company's principal contracts in the Direct Services group
limit the ability of the Company to, or prevent the Company from, working for
the clients' competitors during the term of the contract and, in some cases,
for a defined period after termination.

AT&T is a significant client for the Direct Services group, accounting for
21% of the Company's 1996 revenues. Under the Company's original direct sales
contract with AT&T, the Company provides field sales and teleservices for
AT&T's Foreign-Origin Consumer Market. This contract runs through December
1997, subject to AT&T's right to seek to renew the contract upon terms
mutually agreeable to AT&T and the Company.

AT&T enjoys certain exclusivity rights under this contract with respect to
the Foreign-Origin Consumer Market. During the term of the contract, the
Company cannot, for any other long-distance telecommunications company, target
the Foreign-Origin Consumer Market by (i) creating or distributing customized
application brochures to be inserted in the publications in which such
brochures are placed by the Company on behalf of AT&T or (ii) offering
programs similar to those offered to AT&T under the contract. In addition,
during the term of the contract, if the Company wishes to institute any other
marketing program that involves long distance telecommunications services
targeted to the Foreign-Origin Consumer Market, AT&T has an exclusive 45-day
period in which to negotiate with the Company with respect to such program.
Until 30 days following termination of the contract, the Company can neither
provide, nor enter into negotiations or discussions to provide, customer
acquisition services for long distance telecommunications services targeted to
the Foreign-Origin Consumer Market for any other telecommunications company.

The Company also provides field sales and teleservices for AT&T's U.S.
residential customers who are not part of the Foreign-Origin Consumer Market
(the "Domestic Consumer Market"). The Company's arrangement with AT&T relating
to the Domestic Consumer Market is not currently reflected in a written
contract. The Company has provided services to the Domestic Consumer Market
since September 1995. AT&T compensates the Company based upon the types of
customers enrolled by the Company and certain other criteria with respect to
the enrolled customers.

In December 1996, the Company entered into a two-year contract to provide
"turn-key" marketing services to AT&T to acquire new business customers for
AT&T. Under this contract, the Company assists AT&T in obtaining small and
medium-sized business customers for its long distance, Intralata (long
distance service within one area code), toll-free and calling card services.
The new AT&T contract runs through December 31, 1998, and is subject to
automatic renewal for an additional year unless either the Company or AT&T
gives 90 days prior written notice of its intention not to renew. In addition,
during the term of the agreement the Company cannot market products
competitive with the products it markets on behalf of AT&T to the markets and
in the areas it markets on behalf of AT&T. Concurrently with entering into the
new contract with AT&T, the Company terminated its contract with MCI, under
which it provided marketing and sales services to MCI targeting small business
customers.

MEDIA AND SAMPLING SERVICES. The Media and Sampling Services group uses
WallBoard(R) and other information displays, proprietary sample pack
distribution channels and proprietary publications to reach potentially high-
value market segments at the time that the target customers are most likely to
use the products.

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Information Displays. WallBoards(R) are framed information and advertisement
displays that are mounted on a wall. WallBoards(R) present educational,
editorial and product information targeted to specific user groups. They are
located in areas where the targeted customers are likely to be waiting for a
service, such as the offices of specialty health-care providers, child-care
centers and corporate airport terminals. Most of the Company's WallBoards(R)
are strategically located to provide information to targeted consumers at a
time when the customers are likely to be interested in receiving information
and trying new products. Each WallBoard(R) location is available only to the
Company under a two- or three-year exclusive agreement, with automatic renewal
provisions. WallBoard(R) locations provide the WallBoard(R) free of charge
because of its perceived benefit to the targeted audience. Two examples of the
Company's WallBoard(R) information displays are the Heart Health WallBoard(R),
which targets cardiology patients, and the Your Kids WallBoard(R), which
targets working parents. Sponsors of the Company's WallBoard(R) information
displays include, alphabetically, Gerber, Hoechst Marion Roussel, Kellogg and
Quaker Oats. Each of the WallBoard(R) sponsors has "category exclusivity" for
their product in their program.

To enhance the editorial quality of its WallBoards(R), the Company has also
established alliances with associations that specialize in the targeted areas,
such as the American Heart Association, the National Child Care Association,
the Arthritis Foundation and the Children's National Medical Center. As of
June 30, 1997, there were 14 different WallBoard(R) programs displayed in
approximately 23,000 locations throughout the United States.

The Company believes that its experience with WallBoards(R) will allow it to
expand Bounty's Hospital Poster Service. The Hospital Poster Service offers
retailers advertising wall space in maternity hospitals throughout the U.K.

As a result of its acquisition of Good Neighbor, the Company has expanded
its marketing services capacity to include information centers in
approximately 7,000 retail outlets. The Good Neighbor information centers are
displays which include pockets for take-one literature, tear off pads for the
distribution of rebate offers and recipes, mini-posters which contain consumer
information and commercial messages, and free ad cards for individuals to
offer products or services.

Sample Packs. Sample packs are small cardboard boxes containing a variety of
sample products, coupons and literature. They are given away free in areas
where targeted customers are frequently present, such as fitness centers,
child-care centers and the offices of specialty health-care providers.
Participating locations sign a two- or three-year exclusivity agreement
stating that the pack will be the only sampling program allowed at the
location during that time. Similar to WallBoards(R), sample packs distribute
products and information to targeted customers at a time when they are usually
most interested in trying new products. Three examples of the Company's sample
pack programs are the New Member Pack, which is distributed at fitness
centers, the Diabetes Pack, which is distributed to diabetes patients by
specialty health-care providers, and the Arthritis Pack, which is distributed
to arthritis patients by specialty health-care providers.

As with its WallBoard(R) programs, the Company is able to leverage its
alliances with leading associations, such as the American Diabetes
Association, which has permitted the Company to print the association's logo
on the outside of the Diabetes Pack, and the Arthritis Foundation, which has
permitted the Company to print the foundation's logo on the Arthritis Pack. As
of June 30, 1997, there were seven different Company-originated sample pack
programs, and approximately 4.5 million sample packs were distributed in
Company-originated programs during 1996. Sponsors of the Company's sample
packs include, alphabetically, Kellogg, Kraft, Reckitt & Colman and
Ross/Abbott Labs.

The Company's sampling capacity was dramatically increased through the
acquisitions of SCA, Bounty and ASI. SCA provides access to a variety of
target audiences, including working mothers, teens in junior high and high
school, 18-25 year old college and junior college students, African American
teens, Hispanic teens and immigrants.

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During 1996, SCA used over 100 distribution centers to deliver approximately
250 million program elements, to over 150,000 locations in the U.S. SCA's
distribution channels currently include approximately 80,000 day care centers
and pre-schools, approximately 57,000 elementary schools, approximately 25,000
middle, junior and senior high schools and approximately 2,800 four-year
colleges. Collectively, the various divisions of Procter & Gamble currently
constitute the principal sponsors of SCA's programs. Other sponsors include,
alphabetically, Clorox, Helene Curtis and Lever Brothers.

Bounty conducts three primary sampling programs: its Mother-to-Be Program,
reaching approximately 550,000 expectant mothers each year in the U.K., its
New Mother Program, reaching approximately 700,000 mothers each year within
three days of their babies' birth, and the Baby's Progress Program, reaching
approximately 500,000 mothers with babies over three months old. Approximately
270 part-time distributors distribute sample packs to the expectant mothers
and new mothers, with revenues based on the number of samples packed and
distributed. Sponsors of Bounty's programs include, alphabetically, Cow & Gate
Nutricia, H.J. Heinz, Johnson & Johnson and Procter & Gamble.

The marketing value of Bounty's program is enhanced by long-term marketing
contracts with the hospitals in which it operates. These contracts give Bounty
distributors the opportunity to personally call on each new mother at the
hospital, hand each new mother a sample pack and obtain marketing data from
each new mother.

As a part of its programs, the Company offers sponsors the opportunity to
have category exclusivity within its sampling programs. Sponsors often elect
to obtain category exclusivity.

Just as Bounty gives the Company the ability to reach the expectant and new
mother markets in the U.K., ASI provides access to this market in the U.S.
ASI's largest sampling programs are its Prenatal GiftPax(TM) and New Mom
GiftPax(TM) programs. Through these two programs, ASI distributed targeted
samples and literature in over 5.8 million sample packs to over 12,000
locations throughout the U.S. in 1996. ASI also has sampling programs that
focus on patients with specific health issues. Major sponsors of ASI's
programs include, alphabetically, Kimberly-Clark, Olan Mills and Pfizer.

Proprietary Publications. To enhance the value of sample packs to
recipients, as well as to provide an additional source of revenue to the
Company and an additional means of collecting data, the Company also includes
proprietary literature in its sample packs and on WallBoards(R). The
proprietary literature contains information, coupons and advertisements
relevant to the targeted consumer market.

As a part of multiple-client, theme-based sample packs, SCA distributes
proprietary literature designed for the targeted consumer group that receives
each sample pack. These digest-sized booklets or magazines contain consumer-
relevant articles in addition to coupons and advertisements. The publications
are distributed as a part of programs targeting high school teens each spring
and fall, working mothers close to Mothers Day, elementary school parents each
spring and fall, Hispanic elementary school parents each spring and fall, and
college students each fall.

Bounty also distributes proprietary publications as a part of its sampling
program. The Company publishes three titles: The Bounty Pregnancy Guide, The
Bounty Baby Care Guide and The Bounty Infant Health and Feeding Guide. In
addition, the Company publishes hospital information booklets on behalf of
nearly 150 maternity hospitals for distribution to expectant mothers. The
publications are funded through advertisements and are distributed free of
charge.

MEDICAL SERVICES. The Medical Services group currently consists of the
business operations acquired in the acquisitions of MMD and Halliday Jones.
The Medical Services group uses field sales to obtain customers for the
Company's pharmaceutical clients through a process known as "detailing."

Pharmaceutical detailing entails a presentation to a physician by a field
representative, during which the features and benefits of a drug are discussed
and product literature and samples are provided to the physician.

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The Company focuses its direct detailing and selling on physicians,
pharmacists and long-term care facilities. Inclusive of the operations of
Halliday Jones, which was acquired in August 1997, the Medical Services group
uses the services of over 1,500 field representatives located throughout the
United States and the United Kingdom, who operate both as independent
contractors and as full- and part-time employees. The Company is typically
paid based on "completed calls." A completed call is generally defined as a
face-to-face meeting by a field representative with a physician. At any
particular time, each field representative typically details one or more
pharmaceutical products on behalf of one or more clients. The Company seeks to
hire individuals with medical or scientific backgrounds as its field
representatives. More specifically, most of the field representatives have
experience in sales of pharmaceutical products. In addition, each field
representative undergoes specialized training before providing detailing
services on behalf of clients in order to familiarize himself or herself with
the products being detailed. The Medical Services group also employs field
managers located throughout the United States and the United Kingdom.

The Company's contracts for its Medical Services range from six months to
three years in duration, and many are subject to termination by the client
upon short notice. Generally, each Medical Services client contract provides
for the detailing of between one and three pharmaceutical products. Such
contracts provide for payment based on each completed call by a field
representative.

Bristol Myers Squibb is the principal client of the Medical Services group.
MMD has performed medical detailing services for Bristol Myers Squibb since
1993. The current contract runs through December 1999, subject at that time to
the option of Bristol Myers Squibb to extend the term for an additional three
years. The agreement is subject to termination by Bristol Myers Squibb at any
time upon 60 days prior notice.

DATA DELIVERY SERVICES. The Data Delivery Services group develops and
maintains demographic marketing databases that include data on approximately
48 million individuals and two million small businesses in the United States.
Because the Data Delivery Services group's databases are owned by the Company,
it is able to utilize the databases for multiple client contracts and at
various purchase points in a customer's life cycle. The databases have been
used to support the Direct Services group's marketing efforts.

The Data Delivery Services group was established and the Company's data
delivery services were significantly expanded through the acquisition of
American List in July 1997. American List has compiled databases of more than
30 million individuals in the U.S. and markets lists of high school students,
college students, pre-school through junior high school students, young adults
and religiously and ethnically distinct individuals. The primary customers of
such lists are list brokers, advertising agencies and end users employing
direct mail and telemarketing advertising campaigns. The Company's pre-
existing database of more than 18 million names, which was developed by the
Direct Services group, is now being managed by the Data Delivery Services
group.

The Company's acquisitions of Bounty and ASI added another new capability to
the Data Delivery Services group. Using the contacts with new mothers in its
sampling programs as a base, Bounty has constructed a database which it
estimates covers over 92% of all new mothers in the U.K. Though the database
contains approximately 4.3 million records, Bounty has not yet attempted to
widely market the database to outside parties. The Company believes that by
using its experience in marketing valuable database assets it will be able to
profitably commercialize the Bounty database. While Bounty has granted
category exclusivity to certain users of its database, such as Procter &
Gamble, the database can be used to market other products to new mothers. For
example, the Company believes that Brann's existing clients in the automotive
and financial services industries could benefit from access to Bounty's
database. ASI has also used the contacts it makes through its sampling
programs to develop a database of new parents, grandparents and individuals
with specific health issues. The Company believes it will be able to leverage
this database in the U.S. in much the same way that it expects to leverage the
Bounty database in the U.K.

INTERNATIONAL SERVICES. The International Services group consists primarily
of contracts and infrastructure acquired in connection with the acquisition of
Brann. As of June 30, 1997, approximately 880 employees and

35
<PAGE>

representatives were working in the International Services group. The
International Services group provides marketing services to over 70 companies,
government agencies and charitable organizations, including, alphabetically,
Barclays Bank, Imperial Cancer Research Fund, Microsoft, Royal Mail and Zurich
Municipal.

The Company's International Services group provides a variety of targeted
marketing services for its clients. The International Services group seeks to
provide its clients with marketing services throughout the marketing cycle,
from marketing campaign development through implementation. These services are
identified by five functional areas, which are utilized to varying degrees
depending on the client's need: consulting services, creative services,
database management, teleservices and printed communications.

The consulting services unit's goal is to become a partner in the direct
marketing and customer development process of the International Services
group's clients. The consulting services unit provides a wide variety of
strategic, planning and management services, including creating strategic
marketing plans, analyzing market information, defining target audiences,
planning and purchasing media campaigns, and managing marketing campaigns. The
creative services unit develops in conjunction with the client the ideas and
content to execute the client's marketing campaign. The creative services
unit's activities for a particular client might include the creation and
execution of a direct mail campaign, the creation of insert or door drop
pieces, the development of sales literature, videos or media advertising, or
the development of new media applications, such as web sites and CD-ROMs.

The database management unit builds and runs customer information systems,
databases and direct marketing systems for the Company's International
Services clients on dedicated computer hardware housed in the Company's
International Services facilities. Approximately 100 employees work in
database management. These databases have been used to support the Company's
marketing efforts and to deliver direct mail pieces to targeted markets. With
respect to direct mailings, the Company assumes responsibility for the
editorial content and graphic design of the direct mail pieces, arranges for
the mailings to be printed, executes the direct mail campaign and handles
inbound responses to the mailings through its teleservices facilities. The
responses to the direct mailings are input into the Company's demographic
marketing database and provide leads for field sales and teleservices
representatives.

The Company's 200-work station call center in Bristol, England provides
teleservices for its International Services clients. There are approximately
280 teleservices employees in the International Services group, of which 96
are full-time and 184 are part-time, giving a total full-time equivalent work
force of 121 employees. Based on revenues for the six months ended June 30,
1997, approximately 75% of such services involved inbound teleservices, and
25% involved outbound teleservices. In contrast to the Direct Services
teleservices unit, the International Services teleservices unit focuses more
on customer assistance and follow-up than customer acquisition. The printed
communications unit supports the marketing efforts of the International
Services group through its printing capabilities. Less than half of the direct
mail pieces, inserts, sales literature and other printed material developed by
the International Services group is printed by the printed communications
unit; the remaining material is printed either by outside vendors or the
group's clients.

The International Services group has also developed new marketing and
database analysis products in response to client demands. Its database
analysis software permits the management and analysis of client's marketing
and customer databases in a desktop environment.

COMPETITION

The industry in which the Company operates is very competitive and highly
fragmented. The Company competes with other outsourced marketing services
firms. Many of the other firms offer a limited number of services within a
limited geographic area, but there are several participants whose businesses
tend to be national or international and offer a broad array of marketing
services. The competitors include, listed alphabetically, Abacus Direct, CUC
International, Ogilvy & Mather Direct, Quintiles Transnational, Sitel, WWAV
Rapp Collins and Wunderman Cato Johnson. The Company believes that certain
competitors may have capabilities and

36
<PAGE>

resources comparable to and in certain respects greater than those of the
Company. The Company also competes with the internal marketing capabilities of
its clients and potential clients as well as with providers of other forms of
advertising and marketing media, such as radio and television. 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.

The Company believes that it competes primarily on the basis of its ability
to provide clients with complete marketing solutions to their sales and
marketing needs; its proprietary databases; its demonstrated ability to
attract customers; its reputation for quality; price; its geographic presence
with regard to field sales, information displays and sample packs; its
creative and consulting expertise; and its technological expertise.

SEASONALITY

Various aspects of the Company's business are subject to seasonal variation.
However, the Company believes that the seasonality of the various aspects of
its business are not coincident, such that on an aggregate basis the Company's
business is not subject to significant seasonal variation.

REGULATION

The Company's business conducted in the U.S. is subject to various federal
and state laws and regulations. Certain portions of the Company's industry
have become subject to an increasing amount of federal and state regulation in
the past five years. 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 TCFAPA broadly authorizes the FTC to issue
regulations prohibiting misrepresentation in telephone sales. In August 1995,
the FTC issued regulations under the TCFAPA which, among other things, require
telemarketers to make certain disclosures when soliciting sales. The Company
believes its operating procedures comply with the telephone solicitation rules
of the FCC and FTC. However, there can be no assurance that additional federal
or state legislation, or changes in regulatory implementation, would not limit
the activities of the Company or its clients in the future or significantly
increase the cost of regulatory compliance.

37
<PAGE>

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 slamming. The Company
investigates customer complaints reported to it by its telecommunications
clients and reports the results to its clients. To the Company's knowledge, no
FCC complaint has been brought against any of its clients as a result of the
Company's services, although the Company believes that the FCC is examining
the sales activities of long distance telecommunications providers, including
the Company's clients and the activities of outside vendors, such as the
Company, used by such providers. If any complaints were brought, the Company's
client might assert that such complaints constituted a breach of its agreement
with the Company and, if material, seek to terminate the contract. Any
termination by AT&T would be likely to have a material adverse effect upon the
Company's business. If such complaints resulted in fines being assessed
against a client of the Company, the client could seek to recover such fines
from the Company. Any amounts recovered from the Company would reduce the
Company's net income.

Two bills introduced in the last session of Congress included provisions
requiring parental consent to any sale of lists of minors. Though neither of
these bills was reported out of committee, there can be no assurance that
similar legislation will not be passed in the future at the federal or state
level. Any substantial legal restriction on the use or sale of marketing lists
could have a material adverse effect on the Company's results of operations.

EMPLOYEES

As of July 31, 1997, the Company used the services of over 5,400 full and
part-time employees and representatives. Approximately 50 employees in the
International Services group, primarily in the International Services print
shop unit, are covered by a collective bargaining agreement with the Graphical
Paper and Media Union which expires on April 24, 1998. Except at Brann, the
Company has never experienced a work-related stoppage, and Brann has not
experienced a work-related stoppage for more than 20 years. The Company
believes its relations with its employees, both unionized and nonunionized,
are satisfactory.

38
<PAGE>

PROPERTIES

The Company's corporate headquarters are located in Bethesda, Maryland in
leased facilities consisting of approximately 68,800 square feet of office
space. The term of the lease, as amended, expires in November 2002 with
respect to substantially all of the space. The Company leases approximately
35,400 square feet of office space in Rockville, Maryland, and this location
includes 329 call stations. The Company also leases facilities for the Medical
Services group in New York City and Reading, U.K., for the Data Delivery
Services group in Mineola, New York, for the Media and Sampling Services group
in Glenview, Illinois, Flemington, New Jersey and Frederickson, Missouri and
for its field sales offices.

Bounty is headquartered in Diss, England, where it owns an office and
warehouse complex. Bounty also owns land next to the Diss facility, which can
be used for expansion.

The International Services group, located in England, conducts its
operations principally out of three facilities in Cirencester and one facility
in Bristol. In Cirencester, the Company owns two facilities which are
primarily used for office space and also as warehouse space. The other
facility in Cirencester is leased with a term extending to June 2007, except
for certain office space and a garage which are leased with terms expiring in
April or September 1998. The Bristol facility is leased for a period expiring
in September 2014, with an option to terminate upon 12 months notice by the
Company in 2009.

The Company believes that its current facilities are adequate for its
current operations.

LEGAL PROCEEDINGS

From time to time, the Company is involved in litigation incidental to its
business. In the opinion of the Company, no pending or threatened litigation
of which the Company is aware has had or is expected to have a material
adverse effect on the Company's results of operations, financial condition or
liquidity.

39
<PAGE>

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information regarding the executive
officers and directors of the Company. Each of the directors serves for a term
of one year and has served on the Company's Board since 1996.

<TABLE>
<CAPTION>
NAME AGE(1) POSITION
---- ------ --------
<S> <C> <C>
Daniel M. Snyder.............. 32 Chairman of the Board of Directors and
Chief Executive Officer
Michele D. Snyder............. 35 Vice Chairman, President, Chief
Operating Officer and Director
A. Clayton Perfall............ 38 Chief Financial Officer and Director
Mortimer B. Zuckerman......... 60 Director
Fred Drasner.................. 54 Director
Philip Guarascio.............. 55 Director
Mark E. Jennings.............. 35 Director
David B. Pauken............... 35 Chief Accounting Officer
</TABLE>
- --------
(1) At August 1, 1997.

Daniel M. Snyder, Chairman of the Board and a founder of the Company, has
served as Chief Executive Officer of the Company and its predecessors since
the Company was founded in 1987, and served as President of the Company until
May 1997.

Michele D. Snyder, a founder of the Company, has been with the Company since
its inception, and currently serves as the Vice Chairman, President, Chief
Operating Officer and a director of the Company. Ms. Snyder is Mr. Snyder's
sister.

A. Clayton Perfall has served as Chief Financial Officer and a director of
the Company since September 1996. Prior to joining the Company, Mr. Perfall
spent fifteen years with Arthur Andersen. During his tenure as a partner with
Arthur Andersen, Mr. Perfall had a wide range of responsibilities within the
Washington, D.C., Baltimore, Maryland and Richmond, Virginia marketplaces,
including responsibility for the firm's Structured Finance and Financial
Products tax practice and responsibility for its Business Valuation Services
Group. Mr. Perfall was a key participant in the development of Arthur
Andersen's business strategies, the hiring of its professional staff and the
development and marketing of its services.

Mortimer B. Zuckerman, a director of the Company, has been the Chairman of
Boston Properties, Inc., a national real estate development and management
company, since 1970. He has been the Chairman of USN and Editor-in-Chief of
U.S. News & World Report since 1985, Chairman of Daily News, L.P. and Co-
Publisher of the New York Daily News since 1993, Chairman of The Atlantic
Monthly Company since 1980 and Chairman of the Board of Directors of Applied
Graphics Technologies, Inc. since April 1996.

Fred Drasner, a director of the Company, has been the Chief Executive
Officer of Daily News, L.P. and Co-Publisher of the New York Daily News since
1993, the President of USN from 1985 to February 1997 and Chief Executive
Officer of USN since 1985, the Chairman and Chief Executive Officer of Applied
Graphics Technologies, Inc. since April 1996, the Chief Executive Officer of
Applied Printing Technologies, L.P. since 1986 and the Vice-Chairman and Chief
Executive Officer of The Atlantic Monthly Company since 1986.

Philip Guarascio, a director of the Company, has been a Vice President of
General Motors since July 1994, where is he primarily responsible for
worldwide advertising resource management, managing consolidated media

40
<PAGE>

placement efforts and working with General Motors' North American Operations
vehicle divisions to increase marketing effectiveness and efficiency. Mr.
Guarascio also manages corporate image advertising activities and oversees GM
Credit Card operations. Prior to his current position, from July 1992 to July
1994, Mr. Guarascio served as General Manager of Marketing and Advertising for
General Motors' North American Operations. Mr. Guarascio joined General Motors
in 1985 after 21 years with the New York advertising agency D'Arcy, Masius,
Benton & Bowles (formerly, Benton & Bowles, Inc.). Mr. Guarascio is Chairman
Emeritus of the Advertising Council and serves on the Executive Committee of
that organization. He also serves on the boards of the Association of National
Advertisers, the Women's Sports Foundation and the Ellis Island Restoration
Commission.

Mark E. Jennings, a director of the Company, has been a Managing Partner of
Generation Partners L.P. since August 1995. Generation Partners L.P. is the
managing general partner of Generation Capital Partners L.P., a $165 million
investment partnership. Prior to August 1995, he was a Partner of Centre
Partners L.P., an investment affiliate of Lazard Freres & Co., where he had
been employed since 1987. From 1986 to 1987, Mr. Jennings was employed at
Goldman, Sachs & Co. in its Corporate Finance Department. Mr. Jennings also
serves on the boards of directors of The Johnny Rockets Group, Inc., Jeepers,
Inc., LVI Holdings, Inc., Scientific Games, Inc. and Muzak Limited
Partnership.

David B. Pauken has served as Chief Accounting Officer of the Company since
August 1996. Prior to joining the Company, from July 1984 to August 1996, Mr.
Pauken served in various capacities at Arthur Andersen, most recently as a
Senior Manager in the Washington, D.C. office. At Arthur Andersen, he was
primarily responsible for management of financial statement audits of publicly
traded companies, including Fortune 500 companies, as well as operational and
financial consulting to various entities.

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

The Company's Board of Directors held one meeting during 1996. Each director
of the Company (who served as such for the period during which the meeting was
held) attended the meeting of the Board held in 1996, except Messrs. Guarascio
and Jennings, who had recently been elected to the Board.

The Board currently has a standing Audit Committee and a standing
Compensation Committee.

The Audit Committee, which was established in January 1997, currently
consists of Messrs. Guarascio and Jennings. The Audit Committee is responsible
for recommending to the Board the engagement of the Company's independent
public accountants, reviewing with the independent public accountants the
audit plan and the results of each audit engagement, reviewing the
independence of the independent accountants, reviewing the range of audit and
non-audit fees, reviewing the adequacy of the Company's internal accounting
controls, and exercising oversight with respect to the Company's code of
conduct and other policies and procedures regarding adherence to legal
requirements.

In March 1997, the Board appointed a Compensation Committee consisting of
Messrs. Guarascio and Jennings. The Compensation Committee is responsible for
establishing the salaries, bonuses and other compensation of the officers of
the Company and its subsidiaries and for administering the Company's Stock
Option Plan for all employees of the Company at or above the rank of Senior
Vice President.

Messrs. Guarascio and Jennings, the only directors who are not also
employees or affiliates of the Company, each were granted options to purchase
25,000 shares of Common Stock upon their election to the Board, in lieu of
directors' fees.

41
<PAGE>

EXECUTIVE COMPENSATION

The following table summarizes the compensation paid to the Chief Executive
Officer of the Company and to each of the four other most highly compensated
executive officers of the Company (the "Named Executive Officers") with
respect to 1996. As a result of the New Acquisitions and the consequent
expansion of the Company's business, certain individuals listed below as
executive officers in 1996 are not considered executive officers of the
expanded enterprise.

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION (1) AWARDS
----------------------------------- -----------------------
OTHER SECURITIES ALL
ANNUAL UNDERLYING OTHER
SALARY BONUS COMPENSATION OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- --------------------------- ---- -------- -------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Daniel M. Snyder......... 1996 $300,000 $100,000 -- -- --
Chairman and Chief
Executive Officer
Michele D. Snyder........ 1996 200,000 100,000 -- -- --
Vice Chairman, President
and Chief Operating
Officer
Terry Bateman............ 1996 175,000 125,000 -- 100,000 --
General Manager of Media
and Sampling
Mitchell N. Gershman..... 1996 142,174 50,000 -- 100,000 --
Senior Vice President of
Operations
Susan L. Marentis........ 1996 138,077 200,904 -- 75,000 --
Senior Vice President of
Marketing
</TABLE>
- --------
(1) The Company was organized in June 1996 to be the holding company for the
Partnership. Prior to the Reorganization, compensation paid to such Named
Executive Officers was paid by the Partnership. See "Certain
Transactions." The above compensation table excludes a former executive
officer of the Partnership, who was never an executive officer of the
Company.

EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with each of the
executive officers named in the Summary Compensation Table above. The
Company's employment agreements with each of Mr. Bateman, Mr. Gershman and Ms.
Marentis provide that the Company will employ each such executive officer on
an "at will" basis. The base salary for each such executive officer for 1996
was: Mr. Bateman--$175,000, Mr. Gershman-- $200,000, and Ms. Marentis--
$150,000. The employment agreements between the Company and Mr. Bateman, Mr.
Gershman and Ms. Marentis also provide for incentive bonuses based on
attaining specific performance criteria. These agreements also include a non-
competition commitment during the term of the agreement and for a period of 18
months after termination of the agreement and contain non-solicitation of
employee provisions and assignment of work product agreements. In addition,
the Company agreed to grant to each such executive officer non-qualified stock
options to acquire Common Stock.

The Company also has entered into employment agreements with Mr. Snyder and
Ms. Snyder, which became effective in September 1996 and are for a term of
three years, unless sooner terminated as provided in the agreements. The
agreements provide that the 1996 base salaries for Mr. Snyder and for Ms.
Snyder were $300,000 and $200,000, respectively. Each of the agreements with
Mr. Snyder and Ms. Snyder also provides for an incentive bonus based on
attaining performance criteria to be established by the Compensation Committee
or the Board, and includes a non-competition commitment during the term of the
agreement, a confidentiality commitment, a non-solicitation of employee
provision, and an assignment of work product agreement.

42
<PAGE>

The Company also has entered into employment agreements with each of its
other executive officers. These agreements generally include certain non-
competition agreements, confidentiality commitments, non-solicitation of
employee provisions and assignment of work product agreements.

STOCK OPTION GRANTS IN 1996

The following table sets forth information concerning all stock options
granted during 1996 to the Named Executive Officers. No stock options were
awarded to Mr. Snyder or Ms. Snyder during 1996. As of June 30, 1997, the
Company had not granted any stock appreciation rights or restricted stock
awards. None of the Named Executive Officers exercised any options during
1996.
<TABLE>
<CAPTION>

POTENTIAL
REALIZABLE
VALUE AT
INDIVIDUAL GRANTS ASSUMED
----------------------------------------------- ANNUAL
PERCENT OF RATES OF STOCK
NUMBER OF TOTAL PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM (4)
OPTIONS EMPLOYEES BASE PRICE EXPIRATION ---------------------
GRANTED (1) IN 1996 ($/SHARE) (2) DATE (3) 5% 10%
----------- ---------- ------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Terry Bateman........... 100,000 2.4% $17.00 9/4/06 $1,069,121 $2,709,362
Mitchell N. Gershman.... 100,000 2.4 17.00 9/4/06 1,069,121 2,709,362
Susan L. Marentis....... 75,000 1.8 17.00 9/4/06 801,841 2,032,022
</TABLE>
- --------
(1) One fourth of each option vests on each of the first, second, third and
fourth anniversary of the option grant date.
(2) The exercise price may be paid in cash, in shares of Common Stock valued
at fair market value on the exercise date, or in a combination of cash and
shares.
(3) The term of each option may not exceed ten years.
(4) The hypothetical potential appreciation shown in these columns reflects
the required calculations at annual assumed appreciation rates of 5% and
10%, as set by the Securities and Exchange Commission, and therefore is
not intended to represent either historical appreciation of the Common
Stock or the Company's estimate or projection of future Common Stock
prices.

The Company was organized in June 1996 to be the holding company for the
Partnership. Prior to the Reorganization, compensation paid to such Named
Executive Officers was paid by the Partnership. See "Certain Transactions."
The above compensation table excludes a former executive officer of the
Partnership, who was never an executive officer of the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Prior to March 1997, the Company's Board had not appointed a Compensation
Committee. Accordingly, during 1996, the Board was responsible for the
establishment of the general compensation policies of the Company.

Throughout 1996 and to the date of this Prospectus, Daniel M. Snyder, the
Chairman and Chief Executive Officer of the Company, and Michele D. Snyder,
the Vice Chairman, President and Chief Operating Officer of the Company, also
served as directors of the Company. A. Clayton Perfall, the Chief Financial
Officer of the Company was elected as a director of the Company in September
1996, and continues to serve as such to the date of this Prospectus. Finally,
Brian Benhaim, formerly Senior Vice President of Corporate Development, also
served as a director of the Company from September 1996 through January 1997.
Each of these executive officers absented himself or herself from all
discussions relating to, and abstained from voting on, resolutions concerning
his or her own compensation.

In addition, Mortimer B. Zuckerman and Fred Drasner also have served as
directors of the Company since September 1996. Mr. Zuckerman and Mr. Drasner
are the beneficial owners of USN, the original limited partner of the
Partnership, and beneficially own U.S. News & World Report. See "Certain
Transactions."

43
<PAGE>

CERTAIN TRANSACTIONS

The following is a description of certain transactions between the Company
and each of its directors, executive officers, entities beneficially owned by
its executive officers or directors, security holders known to the Company to
own beneficially or of record more than 5% of the outstanding Common Stock and
any family members of the foregoing.

Reorganization. The Company was organized in June 1996 to be the holding
company for the Partnership. USN, which is beneficially owned by Mortimer B.
Zuckerman and Fred Drasner, was a limited partner of the Partnership. SMS, the
Company beneficially owned in part by Daniel M. Snyder, Chairman and Chief
Executive Officer of the Company, and Michele D. Snyder, Vice Chairman,
President and Chief Operating Officer of the Company, was the corporate
general partner of the Partnership. On September 24, 1996, the Company
consummated the Reorganization, pursuant to which the Company acquired all of
the limited partnership interests of the Partnership and all of the issued and
outstanding common stock of SMS. In the Reorganization, each 1% interest in
the Partnership was exchanged, directly by the limited partners of the
Partnership or indirectly by the stockholders of SMS, for 294,584 shares of
Common Stock. In the Reorganization, 29,458,400 aggregate shares of Common
Stock were issued in exchange for 100% of the Partnership.

Prior to the Reorganization, the Partnership distributed to its partners in
one or more distributions its then cash balance, and SMS distributed to its
stockholders its then cash balance. The amount of the distributions during
1996 totaled $18.7 million, of which approximately $2.7 million was a non-cash
distribution. Such distributions were made as a return to the partners on
their respective investments and to allow them to pay their income tax
liability. The former partners of the Partnership and the former stockholders
of SMS were liable for income tax payable with respect to the Company's
operations for periods prior to the consummation of the Reorganization.

Investment in Snyder Communications, L.P. On May 18, 1995, the Partnership
Agreement of the Partnership was amended to admit certain new investors as
limited partners. Concurrently with the amendment, the Partnership entered
into the Debenture and Partnership Interest Purchase Agreement and issued to
such new investors debentures with a face amount of $6.0 million. At that
date, the new investors purchased an aggregate 3% limited partnership interest
in the Partnership and, concurrently, USN purchased an additional 3.15%
limited partnership interest in the Partnership. A portion of the proceeds
from the issuance of the debentures was distributed to USN to repay its
capital contributions in the amount of $297,773 and to repay a note to USN in
the amount of $2,606,151. Another portion of the proceeds of such issuance was
distributed to SMS and to USN in a special cash distribution in the amounts of
$1,450,000 and $1,050,000, respectively. The remaining proceeds were used for
general corporate purposes.

Related Party Lending. During 1995, SMS advanced to Gerald S. Snyder, a
former stockholder in the Company and Daniel M. Snyder's and Michele D.
Snyder's father, $2,725,000, evidenced by a non-interest bearing loan secured
by all of Gerald S. Snyder's then-owned stock in SMS. SMS distributed the
obligation, in-kind, to the stockholders of SMS, pro rata on June 30, 1996.

Services. The Company produces a WallBoard(R) sponsored by U.S. News & World
Report, a publication beneficially owned by Messrs. Zuckerman and Drasner,
directors of the Company. The agreement between USN and the Company provides
that USN will provide the Company with the use of editorial content from U.S.
News & World Report for WallBoards(R) at airports for private aircraft
nationwide in exchange for U.S. News & World Report being included as one of
the sponsors in this program. The arrangement is terminable by either party
upon 30 days notice. This WallBoards(R) program commenced in July 1995.
Revenues earned by the Company from sponsors of this WallBoards(R) program
other than U.S. News & World Report were approximately $850,000 during 1995
and $2,515,050 during 1996.

44
<PAGE>

Related Party Leases. The Company leases its Bethesda, Maryland headquarters
from a limited partnership controlled by Boston Properties, Inc., a company
that was beneficially owned by Mr. Zuckerman, a director of the Company, until
the completion of Boston Properties' initial public stock offering in July
1997. Mr. Zuckerman is Chairman of Boston Properties and continues to be the
owner of 16.4% of Boston Properties' common stock. The amounts paid to Boston
Properties during 1994, 1995 and 1996 were $355,483, $771,855 and $1,125,542,
respectively. Such space is used as the corporate headquarters for the
Company. The Company believes that the terms of the lease at the time the
lease was entered into were no less favorable than those that could be
obtained from another lessor. The Company periodically uses a corporate
airplane of a company owned by Daniel M. Snyder, the Company's Chairman and
Chief Executive Officer, at a cost of $.82 per mile. The Company believes that
such amount is no more than it would generally be charged for travel on
commercial airlines. For the six months ended June 30, 1997, payments from the
Company with respect to the airplane totaled approximately $66,000.

Service Arrangement With Applied Graphics Technologies, Inc. The Company is
currently contemplating entering into an agreement with Applied Graphics
Technologies, Inc. ("AGT") pursuant to which AGT will provide the Company with
prepress services. Prepress services from AGT may be used by the Company in
connection with WallBoards(R) advertising it is providing to USN under a
separate agreement between the Company and USN. Messrs. Zuckerman and Drasner,
directors of the Company, are the beneficial owners of USN and of
approximately 62.5% of the common stock of AGT. In addition, Mr. Zuckerman is
the Chairman of USN, Editor-in-Chief of U.S. News & World Report, and Chairman
of the Board of Directors of AGT, and Mr. Drasner is the Chief Executive
Officer of USN and Chairman and Chief Executive Officer and a director of AGT.

45
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information known to the Company
regarding the beneficial ownership of shares of Common Stock as of June 30,
1997, and as adjusted to reflect the sale of the shares of Common Stock in the
Offerings, by (a) all persons who beneficially own 5% or more of the
outstanding stock, (b) each of the Company's directors, (c) each of the Named
Executive Officers and (d) all directors and executive officers as a group. If
the over-allotment options are exercised, it is currently expected that
C.E.M.D.S., LLC ("C.E."), a limited liability company of which Michele D.
Snyder is the beneficial owner, and College Marketing, a limited partnership
of which Mortimer B. Zuckerman, the MBZ Trust of 1996 and Fred Drasner are the
beneficial owners, will participate as Over-Allotment Selling Stockholders.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO THE OWNED AFTER THE
OFFERINGS(2) OFFERINGS(2)
----------------------------------------------
NAME OF BENEFICIAL OWNER(1) NUMBER PERCENT NUMBER PERCENT
--------------------------- ------------ ---------------------- ----------
<S> <C> <C> <C> <C>
Daniel M. Snyder(3)(6)........ 10,047,124 21.6% 10,047,124 20.5%
Michele D. Snyder(3)(6)....... 3,586,711 7.7 3,586,711 7.3
Mortimer B. Zuckerman and MBZ
Trust of 1996(4)............. 6,860,236 14.7 5,760,236 11.8
Fred Drasner(5)(6)............ 2,350,606 5.0 2,350,606 4.8
Philip Guarascio.............. -- -- -- --
Mark E. Jennings.............. 4,600 * 4,600 *
A. Clayton Perfall(7) ........ 250,000 * 250,000 *
Terry Bateman(7).............. 29,600 * 29,600 *
Mitchell N. Gershman(7)....... 29,600 * 29,600 *
Susan L. Marentis(7).......... 18,750 * 18,750 *
All directors and executive
officers as a group
(11 persons)(8).............. 23,187,427 49.8 22,087,427 45.2
</TABLE>
- --------
* Less than 1%.
(1) Unless otherwise specified, the address of each of the persons in the
table above is 6903 Rockledge Drive, 15th Floor, Bethesda, Maryland 20817.
(2) Based upon 46,554,920 shares of Common Stock outstanding before the
Offerings and 48,904,920 shares outstanding after the Offerings. Unless
otherwise indicated, each named owner has the sole voting power and
investment power over the shares set forth.
(3) Includes 3,675,000 shares held by Endowment, a limited liability company
owned by Daniel M. Snyder and Michele D. Snyder. Mr. Snyder and Ms. Snyder
share voting and investment control of the shares held by Endowment. Also
includes Ms. Snyder's beneficial ownership of 244,739 shares held by C.E.
The address of Endowment and C.E. is 6903 Rockledge Drive, 15th Floor,
Bethesda, Maryland 20817.
(4) Includes shares held by College Marketing, a limited partnership in which
a corporation is the general partner and Fred Drasner is a limited
partner. One-third of the shares of such corporate general partner are
owned by Mortimer B. Zuckerman and two-thirds of such shares are owned by
the MBZ Trust of 1996, for which an outside person acts as the Trustee.
Does not include 1,225,303 shares held by College Marketing, that are
beneficially owned by Mr. Drasner. See Note 5. Mr. Zuckerman's address is
599 Lexington Avenue, Suite 1300, New York, New York 10022. The address of
MBZ Trust of 1996 is c/o Boston Properties, 8 Arlington Street, Boston,
Massachusetts 02116. The address of College Marketing is 599 Lexington
Avenue, Suite 1300, New York, New York 10022.
(5) Consists of (i) 325,303 shares owned by Mr. Drasner in his individual
capacity and over which he exercises sole voting and investment
discretion, (ii) 1,225,303 shares beneficially owned by Mr. Drasner as a
result of his limited partnership interest in College Marketing and (iii)
800,000 shares beneficially owned by Mr. Drasner as a result of his
ownership of Sutton. Mr. Drasner's address is 450 West 33rd Street, New
York, New York 10001.

46
<PAGE>

(6) Concurrently with, but not conditioned upon, the completion of the
Offerings, Endowment, Sutton, College Marketing and Roberts intend to
enter into a forward purchase contract (the "Contract") with the Snyder
STRYPES Trust, a Delaware business trust (the "Trust"). Pursuant to the
Contract each such stockholder will be obligated to deliver to the Trust
certain shares of Common Stock owned by such stockholder, or cash with the
value thereof, three years from the date of the Contract. To the extent
that the value of the Common Stock appreciates between the date of the
Contract and the sale date, the sale requirement is reduced pursuant to a
formula contained in the Contract. Prior to any such sales, the
stockholders will retain voting and dividend rights with respect to the
shares that are the subject of the Contract. Pursuant to the Contract,
Endowment may deliver up to 3,100,000 shares of Common Stock, Sutton may
deliver up to 700,000 shares, College Marketing may deliver up to 300,000
shares and Roberts may deliver up to 400,000 shares in satisfaction of
their respective obligations under the Contract, assuming no exercise of
the over-allotment option in the STRYPES offering.
(7) Includes shares of Common Stock issuable upon exercise of currently
exercisable options or options exercisable within 60 days of the date of
this Prospectus.
(8) If the over-allotment options are exercised in full, the directors and
executive officers as a group will beneficially own 21,042,688 shares
(43.0%) after the Offerings.

47
<PAGE>

CONCERNING THE STOCKHOLDERS

The Beneficial Stockholders have advised the Company that, at the date of
this Prospectus, they beneficially own an aggregate of 16,548,716 shares of
Common Stock, which represented approximately 35.5% of the Company's
outstanding Common Stock at September 16, 1997. Assuming (i) the delivery to
the Trust pursuant to the Contract of a number of shares of Common Stock equal
to the maximum number required by the Trust to exchange all of the STRYPES in
accordance with the Trust's investment objective, (ii) that the over-allotment
option granted to the Underwriters of the STRYPES is not exercised and
excluding shares of Common Stock which may be distributed by the Trust in
connection with STRYPES subscribed for and purchased by an affiliate of
Merrill Lynch in connection with the formation of the Trust, (iii) the sale by
the Company of 1,850,000 shares of Common Stock in the Secondary Offering and
the exercise of 500,000 outstanding options in connection with the Secondary
Offering and (iv) no exercise of the over-allotment options granted in
connection with the Secondary Offering, after such delivery the Beneficial
Stockholders would beneficially own an aggregate of 12,048,716 shares or 24.6%
of the Company's outstanding Common Stock.

The following table sets forth certain information as of the date of this
Prospectus regarding the beneficial ownership of Common Stock by each of the
Beneficial Stockholders:

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
-----------------------------------------------
NUMBER OF PERCENTAGE OF
SHARES OF COMMON SHARES
NAME COMMON STOCK(1) STOCK(2) COVERED HEREBY(3)
- ---- --------------- ------------- -----------------
<S> <C> <C> <C>
Daniel M. Snyder(4)............. 10,047,124 21.6% 1,900,000
Michele D. Snyder(4)............ 3,586,711 7.7 1,200,000
Fred Drasner(5)................. 2,350,606 5.0 1,000,000
Dr. A.O. Roberts(6)............. 564,275 1.2 400,000
---------- ---- ---------
Total......................... 16,548,716 35.5% 4,500,000
========== ==== =========
</TABLE>
- --------
(1) Includes shares of Common Stock obtainable as of the date of this
Prospectus or within 60 days thereafter.
(2) Based on 46,554,920 shares of Common Stock outstanding at September 16,
1997.
(3) Shares consist of 3,100,000 shares which may be delivered to the Trust by
Endowment, a limited liability company owned by Daniel M. Snyder and
Michele D. Snyder, 700,000 shares which may be delivered to the Trust by
Sutton, a limited liability company of which Mr. Drasner is the sole
member, 300,000 shares which may be delivered to the Trust by College
Marketing, a limited partnership of which Mortimer B. Zuckerman, the MBZ
Trust of 1996 and Mr. Drasner are the beneficial owners, and 400,000
shares which may be delivered to the Trust by Roberts, a limited liability
company of which Dr. A.O. Roberts is the sole member. Assumes no exercise
of the over-allotment option granted to the Underwriters of the STRYPES
and does not include shares of Common Stock which may be distributed by
the Trust in connection with STRYPES subscribed for and purchased by an
affiliate of Merrill Lynch in connection with the formation of the Trust.
If the over-allotment option is exercised by the Underwriters of the
STRYPES, Endowment may be obligated to deliver to the Trust 575,000
additional shares and Sutton may be obligated to deliver to the Trust
100,000 additional shares. Under the rules and regulations of the
Securities and Exchange Commission, each of Endowment, Sutton, College
Marketing, Roberts, Daniel M. Snyder, Michele D. Snyder, Fred Drasner and
Dr. A.O. Roberts may be deemed to be Selling Stockholders with respect to
the shares delivered to the Trust.
(4) Includes such person's beneficial ownership of certain shares held by
Endowment.
(5) Includes Mr. Drasner's beneficial ownership of shares held by Sutton and
by College Marketing.
(6) Includes Dr. Roberts' beneficial ownership of shares held by Roberts.

48
<PAGE>

DESCRIPTION OF CAPITAL STOCK

COMMON STOCK

The Certificate of Incorporation of the Company authorizes the issuance of
up to 120,000,000 shares of Common Stock, par value of $.001 per share. Upon
completion of the Offerings, there will be 48,904,920 shares of Common Stock
issued and outstanding. As of the date of this Prospectus, there are
46,554,920 shares of Common Stock outstanding.

Holders of Common Stock ("Holders") are entitled to one vote per share for
each share held of record on all matters submitted to a vote of the
stockholders. Holders are entitled to receive ratably such dividends as may be
declared by the Board of Directors on the Common Stock out of funds legally
available therefor. The Holders have no preemptive rights, cumulative voting
rights, or rights to convert shares of Common Stock into any other securities,
and are not subject to future calls or assessments by the Company. All
outstanding shares of Common Stock of the Company are, and all shares issued
in connection with the Offerings will be, fully paid and nonassessable.

PREFERRED STOCK

The Certificate of Incorporation authorizes the Board of Directors to issue
up to an aggregate of 5,000,000 shares of preferred stock (the "Preferred
Stock"), to establish one or more series of Preferred Stock and to determine,
with respect to each such series, the preferences, rights and other terms
thereof. Upon completion of the Offerings, no shares of Preferred Stock will
be outstanding and the Board of Directors has no present plans to issue any
such shares.

CERTAIN CHARTER PROVISIONS

Preferred Stock. The Certificate of Incorporation authorizes the Board of
Directors to establish one or more series of Preferred Stock and to determine,
with respect to any series of Preferred Stock, the preferences, rights and
other terms of such series. See "--Preferred Stock." The Company believes that
the ability of the Board of Directors to issue one or more series of Preferred
Stock will provide the Company with increased flexibility in structuring
possible future financings and acquisitions and in meeting other corporate
needs. The authorized shares of Preferred Stock, as well as shares of Common
Stock, would be available for issuance without further action by the Company's
stockholders, unless such action is required by applicable law or the rules of
any stock exchange or automated quotation system on which the Company's
securities may be listed or traded. Although the Board of Directors has no
present intention to do so, it could, in the future, issue a series of
Preferred Stock which, due to its terms, could impede a merger, tender offer
or other transaction that some, or a majority, of the Company's stockholders
might believe to be in their best interests.

Section 203 of the Delaware General Corporation Law. The Company is subject
to the provisions of Section 203 of the DGCL (the "Antitakeover Law")
regulating corporate takeovers. The Antitakeover Law prevents certain Delaware
corporations, including those whose securities are listed on the NYSE, from
engaging, under certain circumstances, in a "business combination" (which
includes a merger or sale of more than 10% of the corporation's assets) with
any "interested stockholder" (a stockholder who acquired 15% or more of the
corporation's outstanding voting stock without the prior approval of the
corporation's Board of Directors) for three years following the date that such
stockholder became an "interested stockholder." A Delaware corporation may
"opt out" of the Antitakeover Law with an express provision in its original
certificate of incorporation, or an express provision in its certificate of
incorporation or bylaws resulting from a stockholders' amendment approved by
at least a majority of the outstanding voting shares. The Company has not
"opted out" of the application of the Antitakeover Law.

Certain Other Provisions. The Company's Certificate of Incorporation does
not provide for cumulative voting in the election of directors. The Company's
Bylaws provide that a stockholder holding, in the aggregate, not less than
twenty-five percent of the Common Stock is permitted to call a special meeting
of the stockholders.

49
<PAGE>

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.

LISTING

The Common Stock is listed on the NYSE under the symbol "SNC."

SHARES ELIGIBLE FOR FUTURE SALE

GENERAL

Upon completion of the Offerings, there will be 48,904,920 outstanding
shares of Common Stock. Of the outstanding shares, all of the 7,631,595 shares
sold in the Offering (8,776,334 if the Underwriters' over-allotment options
are exercised in full), as well as the 8,970,000 shares issued in the
Company's initial public offering in September 1996, the 5,032,322 shares
issued to the former stockholders of American List in July 1997, and 410,000
shares issued upon exercise of options pursuant to the Company's 1996 Stock
Incentive Plan and not being offered hereby, will be eligible for sale in the
public market without restriction under the Securities Act, except that any
shares purchased by an "affiliate" of the Company (as that term is defined in
Rule 144 adopted under the Securities Act) will be subject to the resale
limitations of Rule 144. The remaining 26,861,003 issued and outstanding
shares of Common Stock were issued by the Company in reliance on an exemption
from the registration provisions of the Securities Act. These shares of Common
Stock are "restricted securities" within the meaning of Rule 144 and may not
be sold other than pursuant to an effective registration statement under the
Securities Act or pursuant to an exception from such registration requirement.

In general, Rule 144 provides that any person (or persons whose shares are
aggregated) to whom the Rule is applicable, including an affiliate, who has
beneficially owned shares for at least a one-year period (as computed under
Rule 144) is entitled to sell within any three-month period the number of
shares that does not exceed the greater of (i) 1% of then outstanding shares
of the Common Stock (approximately 489,049 shares after giving effect to the
Offerings) and (ii) the reported average weekly trading volume of then
outstanding shares of Common Stock during the four calendar weeks immediately
preceding the date on which the notice of sale is filed with the Commission.
Sales under Rule 144 also are subject to certain provisions relating to the
manner and notice of sale and the availability of current public information
about the Company. A person (or persons whose shares are aggregated) who is
not deemed an affiliate of the Company at any time during the 90 days
immediately preceding a sale, and who has beneficially owned shares for at
least a two-year period (as computed under Rule 144), would be entitled to
sell such shares under Rule 144(k) without regard to the volume limitation and
other conditions described above.

The Company, certain Selling Stockholders, the Over-Allotment Selling
Stockholders and the Company's directors and executive officers have agreed,
subject to certain exceptions for pledges and, in the case of the Company, the
grant and exercise of employee stock options and the issuance of shares in
connection with acquisitions as long as all executive officers, directors and
other affiliates of the entity being acquired have agreed in writing to the
restrictions set forth below, and the effecting of the STRYPES transaction
described below, not to, directly or indirectly, sell, offer to sell, grant
any option for the sale of, or otherwise dispose of, any capital stock of the
Company or any security convertible or exchangeable into, or exercisable for,
such capital stock, or, in the case of the Company, file any registration
statement with respect to any of the foregoing (other than a registration
statement on Form S-8 to register shares issuable upon exercise of employee
stock options or a registration statement on Form S-4 to register shares
issuable in connection with an acquisition), for a period of 90 days after the
date of this Prospectus (the "Lock-Up Period") without the prior written
consent of Merrill Lynch & Co.

Concurrently with, but not conditioned upon, the completion of the
Offerings, Endowment, Sutton, College Marketing and Roberts intend to enter
into a forward purchase contract (the "Contract") with the Snyder STRYPES
Trust, a Delaware business trust (the "Trust"). Pursuant to the Contract each
such stockholder will

50
<PAGE>

be obligated to deliver to the Trust certain shares of Common Stock owned by
such stockholder, or cash with the value thereof, three years from the date of
the Contract. To the extent that the value of the Common Stock appreciates
between the date of the Contract and the sale date, the sale requirement is
reduced pursuant to a formula contained in the Contract. Prior to any such
sales, the stockholders will retain voting and dividend rights with respect to
the shares that are the subject of the Contract. Pursuant to the Contract,
Endowment may deliver up to 3,100,000 shares of Common Stock, Sutton may
deliver up to 700,000 shares, College Marketing may deliver up to 300,000
shares and Roberts may deliver up to 400,000 shares, assuming no exercise of
the over-allotment option in the STRYPES offering.

REGISTRATION RIGHTS

Upon completion of the Offerings, of the "restricted securities," Daniel M.
Snyder will beneficially own 10,047,124 shares, Michele D. Snyder will
beneficially own 3,586,711 shares, Mortimer B. Zuckerman and the MBZ Trust of
1996 will beneficially own 5,760,236 shares collectively, and Fred Drasner
will beneficially own 2,350,606 shares, for an aggregate of 21,744,677 shares
of Common Stock that will be beneficially owned by affiliates of Snyder (the
"Affiliates"). The holding period limitations of Rule 144 applicable to the
restricted securities held by these Affiliates will expire as of September 24,
1997. All of these shares are currently and will remain subject to the volume
limitations of Rule 144 until such shares are registered under the Securities
Act. In addition, Mr. Snyder was granted certain "demand" and "piggyback"
registration rights and Ms. Snyder, Mr. Zuckerman and the MBZ Trust of 1996
and Mr. Drasner were also granted certain piggyback registration rights
(collectively, the "Snyder Registration Rights") in connection with the shares
of Common Stock held by each of them (the "Registrable Shares"). The Snyder
Registration Rights grant Mr. Snyder and his assignees the opportunity to
register all or any portion of their Registrable Shares and grant all of the
Affiliates the right to have their Registrable Shares registered in connection
with any registration by Snyder of shares of Common Stock or other securities
substantially similar to the Common Stock. Mr. Snyder may exercise his demand
registration rights no more than five times in total, and he has elected to
exercise his first demand in connection with the STRYPES offering. Certain of
the Affiliates have elected to register such number of their beneficially
owned shares in connection with the Offerings as may be necessary to provide
for the exercise of the Underwriters' over-allotment options, up to a maximum
of 1,144,739 shares.

In connection with the initial offering of shares of Common Stock, certain
other holders of Common Stock, including Allen & Company Incorporated and
certain other investors (collectively, the "1995 Investors"), as a group, were
granted certain demand and piggyback registration rights with respect to
883,752 restricted shares of Common Stock of which 41,142 shares were sold in
the initial public offering. These registration rights grant the 1995
Investors the opportunity to register all or any portion of the shares of
Common Stock held by them in connection with any registration by the Company
of shares of Common Stock or other securities substantially similar to Common
Stock. The 1995 Investors may exercise their demand registration rights only
once.

The Company has granted to certain non-affiliate shareholders ("MMD
Holders") certain demand and piggyback registration rights (collectively, the
"MMD Registration Rights") with respect to 1,354,500 restricted shares issued
in connection with the acquisition of MMD. The MMD Registration Rights grant
MMD Holders the opportunity to register all or any portion of the Common Stock
they hold pursuant to the acquisition, except that, in the case of demand
registration, the Company is not obligated to file any registration statement
for shares held by MMD Holders having less than a $5,000,000 aggregate
offering price. The MMD Holders may exercise their demand registration rights
only once and any request for registration must encompass at least 50% of the
shares held by such persons. One of the MMD Holders has sold 98,250 restricted
shares in a private transaction. Such shares will remain restricted securities
in the hands of the purchaser. The MMD Holders have elected to register
965,950 shares of Common Stock for sale in the Offerings.

The Company has granted to certain non-affiliate shareholders ("Brann
Holders") certain demand and piggyback registration rights (collectively, the
"Brann Registration Rights") with respect to 2,350,152 restricted shares
issued in connection with the acquisition of Brann. The Brann Registration
Rights grant the Brann Holders the opportunity to demand registration of 50%
of the Common Stock issued in connection with the acquisition at any time 30
days after the publication of the combined operations of the Company and
Brann, which occurred on

51
<PAGE>

June 2, 1997 (the "Pooling Date"). The Brann Registration Rights also grant
Brann Holders the right to demand registration of 100% of the Common Stock
issued in connection with the acquisition any time after the first anniversary
of the Pooling Date. One demand for registration can be made prior to the
first anniversary of the Pooling Date, and one demand may be made after such
date. Each such demand must include shares constituting at least 20% of all
shares subject to the Brann Registration Rights. In addition, pursuant to the
acquisition of Brann, the Company granted options to purchase 389,730
restricted shares of Common Stock to the option holders of Brann in exchange
for their Brann options. Upon exercise of such options, which occurred on June
10, 1997, the resulting shares of Common Stock became subject to a one-year
holding period under Rule 144, which will expire on June 10, 1998, at which
time such shares of Common Stock may be transferred subject to the volume
limitations of Rule 144. The two-year holding period imposed under Rule 144
expires on March 27, 1999, with respect to the shares issued to the former
Brann Holders in connection with the acquisition and on June 10, 1999 with
respect to shares of Common Stock issued upon the exercise of options held by
the former Brann option holders, at which times such shares will be freely
transferable. The Brann Holders have elected to register 1,369,933 shares of
Common Stock for sale in the Offerings.

The Company has granted to a non-affiliate shareholder (the "SCA Holder")
certain demand and piggyback registration rights (collectively, the "SCA
Registration Rights") with respect to 1,549,172 restricted shares issued in
connection with the acquisition of SCA. The SCA Registration Rights grant the
SCA Holder a one-time right to demand the registration of up to 50% of the
Common Stock received by the SCA Holder in connection with the SCA
acquisition. The SCA Holder also has the right to exercise piggyback
registration rights with respect to up to 50% of such Common Stock. In no
event can the SCA Holder require, through any combination of demand and
piggyback registrations, the registration of more than 50% of the Common Stock
received in the acquisition. The SCA Registration Rights may only be exercised
during the period between (i) the date of publication of the financial results
of the Company for the first full calendar month following the date of the SCA
acquisition and (ii) July 15, 1998. The SCA Holder has elected to register
774,586 shares of Common Stock for sale in the Offerings.

The Company has granted to certain non-affiliate shareholders (the "Bounty
Holders") certain demand and piggyback registration rights (collectively, the
"Bounty Registration Rights") with respect to 1,483,240 restricted shares
issuable in connection with the acquisition of Bounty. The Bounty Registration
Rights grant the Bounty Holders the right to demand the registration of up to
75% of the Common Stock received by all Bounty Holders in the acquisition. The
Bounty Holders also have the right to exercise piggyback registration rights
with respect to up to 75% of such Common Stock. In no event can the Bounty
Holders require, through any combination of demand and piggyback
registrations, the registration of more than 75% of the Common Stock received
by all Bounty Holders in the acquisition. The Bounty Registration Rights may
only be exercised during the period between (i) the date of publication of
consolidated financial results of the Company which reflect at least 30 days
of post-acquisition combined operations of the Company and Bounty and (ii)
July 15, 1998. The Bounty Holders have elected to register 1,071,126 shares of
Common Stock for sale in the Offerings.

Certain of the foregoing registration rights are subject to cut-back
provisions in connection with underwritten offerings, the ability of the
Company to defer any requested filings pursuant to the exercise of demand
registration rights for periods up to 120 days, and certain other customary
conditions and limitations.

In addition, the Company has registered under the Securities Act an
aggregate of 6,100,000 shares of Common Stock reserved for issuance in
connection with the Company's 1996 Stock Incentive Plan and an aggregate of
93,582 shares of Common Stock reserved for issuance under the American List
Stock Option Plan. As of June 30, 1997, the Company has granted 5,094,800
options under the Company's 1996 Stock Incentive Plan, of which 1,210,000
options are vested and currently exercisable, and 93,582 options under the
American List Stock Option Plan, all of which are currently exercisable. Of
the 1,296,582 options currently exercisable, 500,000 options are held by a
former employee of the Company and upon the exercise of said options, such
shares of Common Stock will be sold in the Offerings. Upon exercise of the
remaining 796,582 vested options, such shares will be freely transferable.

52
<PAGE>

CONSIDERATIONS FOR NON-UNITED STATES HOLDERS

The following is a general discussion of certain U.S. federal income and
estate tax consequences of the ownership and disposition of Common Stock
applicable to Non-U.S. Holders. In general, a "Non-U.S. Holder" is any holder
other than (i) a citizen or resident of the United States, (ii) a corporation
or partnership created or organized in the United States or under the laws of
the United States or of any state or of the District of Columbia, or (iii) an
estate or trust, the income of which is includable in gross income for U.S.
federal income tax purposes regardless of its source. This discussion is based
on current law and is for general information only. This discussion does not
address aspects of U.S. federal taxation other than income and estate taxation
and does not address all aspects of income and estate taxation, nor does it
consider any specific facts or circumstances that may apply to a particular
Non-U.S. Holder. ACCORDINGLY, PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR
TAX ADVISERS REGARDING THE U.S. FEDERAL, STATE, LOCAL AND NON-UNITED STATES
INCOME AND OTHER TAX CONSEQUENCES OF HOLDING AND DISPOSING OF SHARES OF COMMON
STOCK.

EFFECTIVELY CONNECTED INCOME

In general, if the income earned by a Non-U.S. Holder with respect to the
Common Stock (i.e., dividends payable with respect to the stock or gains from
the disposition of such stock) is effectively connected with a trade or
business carried on by the Non-U.S. Holder within the United States, such
income will be subject U.S. federal income tax on a "net income" basis in the
same manner as if the Non-U.S. Holder were a resident of the United States. If
certain tax treaties apply, taxation on a net income basis applies only if the
income is attributable to a U.S. permanent establishment of the Non-U.S.
Holder. A Non-U.S. Holder who is taxable on a net income basis with respect to
dividend income can avoid having U.S. tax withheld on the dividend payment by
filing certain forms, including Internal Revenue Service Form 4224.

In addition to the regular U.S. federal income tax on the Non-U.S. Holder's
U.S. net income, a Non-U.S. Holder that is a corporation may be subject to the
U.S. branch profits tax at a rate of 30% (or such lower rate as may be
specified by an applicable treaty) on the repatriation from the United States
of its "effectively connected earnings and profits," subject to certain
adjustments.

The remainder of this section discusses the U.S. federal income tax
consequences of income earned with respect to the Common Stock held by a Non-
U.S. Holder assuming that such income is not effectively connected with the
conduct of a U.S. trade or business (or, where an applicable tax treaty so
provides, not attributable to a U.S. permanent establishment).

DIVIDENDS NOT EFFECTIVELY CONNECTED

In general, dividends paid on the Common Stock to a Non-U.S Holder will be
subject to United States withholding tax at a 30% rate, or a lower rate
prescribed by an applicable tax treaty. To determine the applicability of a
tax treaty providing for a lower rate of withholding, dividends paid to an
address in a foreign country are presumed under current Treasury regulations
to be paid to a resident of that country absent knowledge to the contrary.
Proposed Treasury regulations that have not been finally adopted, however,
would require Non-U.S. Holders to file certain forms to obtain the benefit of
any applicable tax treaty providing for a lower rate of withholding tax on
dividends. Such forms would contain the Non-U.S. Holder's name and address and
an official statement by the competent authority (as designated in the
applicable treaty) in the foreign country attesting to the Non-U.S. Holder's
status as a resident thereof. A Non-U.S. Holder that is eligible for a reduced
rate of U.S. withholding tax pursuant to a tax treaty may obtain a refund of
any excess amounts withheld by filing an appropriate claim for refund with the
Internal Revenue Service. Under Treasury regulations and under recently
enacted legislation, a Non-U.S. Holder that is a fiscally transparent entity
may not be entitled to the benefit of a lower rate of withholding provided by
an otherwise applicable tax treaty.

53
<PAGE>

SALE OF COMMON STOCK NOT EFFECTIVELY CONNECTED

In general, a Non-U.S. Holder will not be subject to United States federal
income tax on any gain realized upon the disposition of such holder's shares
of Common Stock unless (i) the Non-U.S. Holder is a nonresident alien
individual and holds shares of Common Stock as a capital asset and is present
in the United States for 183 days or more in the taxable year of disposition
(subject to certain other conditions and limitations), (ii) the Non-U.S.
Holder is subject to tax pursuant to the provisions of United States tax law
applicable to certain United States expatriates whose loss of United States
citizenship had as one of its principal purposes the avoidance of United
States taxes, or (iii) the Company is or has been a United States real
property holding corporation (a "USRPHC") for United States federal income tax
purposes (which the Company does not believe that it is or is likely to
become) at any time within the shorter of the five year period preceding such
disposition or such Non-U.S. Holder's holding period. If the Company were or
were to become a USRPHC, gains realized upon a disposition of Common Stock by
a Non-U.S. Holder that did not directly or indirectly own more than 5% of the
Common Stock during the shorter of the periods described above generally would
not be subject to United States federal income tax, provided that the Common
Stock is "regularly traded" on an established securities market. Because the
Company's Common Stock is listed on the NYSE, the Company believes that the
Common Stock is "regularly traded" on an established market.

ESTATE TAX

Common Stock owned or treated as owned by an individual who is not a citizen
or resident (as defined for United States federal estate tax purposes) of the
United States at the time of death will be includable in the individual's
gross estate for United States federal estate tax purposes (unless an
applicable estate tax treaty provides otherwise), and therefore may be subject
to United States federal estate tax.

BACKUP WITHHOLDING, INFORMATION REPORTING AND OTHER REPORTING REQUIREMENTS

The Company must report annually to the Internal Revenue Service and to each
Non-U.S. Holder the amount of dividends paid to and the tax withheld with
respect to each Non-U.S. Holder. These reporting requirements apply regardless
of whether withholding was reduced or eliminated by an applicable tax treaty.
Copies of this information also may be made available under the provisions of
a specific treaty or agreement with the tax authorities in the country in
which the Non-U.S. Holder resides or is established.

United States backup withholding (which generally is imposed at the rate of
31% on certain payments to persons that fail to furnish the information
required under the United States information reporting requirements) and
information reporting requirements generally will apply to dividends paid on
Common Stock to a Non-U.S. Holder at an address outside the United States.

The payment of proceeds from the disposition of Common Stock to or through a
United States office of a broker will be subject to information reporting and
backup withholding unless the owner, under penalties of perjury, certifies,
among other things, its status as a Non-U.S. Holder or otherwise establishes
an exemption. The payment of proceeds from the disposition of Common Stock to
or through a non-U.S. office of a non-U.S. broker generally will not be
subject to backup withholding and information reporting, except as noted
below. In the case of proceeds from a disposition of Common Stock paid to or
through a non-U.S. office of a broker that is (i) a United States person, (ii)
a "controlled foreign corporation" for United States federal income tax
purposes or (iii) a foreign person 50% or more of whose gross income from
certain periods is effectively connected with a United States trade or
business, (a) backup withholding will not apply unless such broker has actual
knowledge that the owner is not a Non-U.S. Holder, and (b) information
reporting will apply unless the broker has documentary evidence in its files
that the owner is a Non-U.S. Holder (and the broker has no actual knowledge to
the contrary).

Backup withholding is not an individual tax. Any amounts withheld under the
backup withholding rules from a payment to a Non-U.S. Holder will be refunded
or credited against the Non-U.S. Holder's United States federal income tax
liability, if any, provided that the required information is furnished to the
Internal Revenue Service.

54
<PAGE>

PLAN OF DISTRIBUTION

The following accurately summarizes information provided to the Company by
the Stockholders on September 18, 1997. The Company has not independently
verified the accuracy or currency of any of such information. Recipients of
this Prospectus are advised to consult the STRYPES Prospectus and/or the
related registration statement filed by the Trust (including any exhibits
thereto) concerning any and all of the matters addressed hereunder.

The Company is advised that the investment objective of the Trust is to
distribute to the holders of the STRYPES on the Exchange Date a specified
number of shares of Common Stock. The Company is advised that, pursuant to the
terms of the Contract, assuming the Trust continues to the Exchange Date, the
Contracting Stockholders are obligated to deliver to the Trust on the business
day immediately preceding the Exchange Date a number of shares of Common Stock
covered by this Prospectus equal to the number required by the Trust in order
to exchange all of the STRYPES (including STRYPES issued pursuant to the over-
allotment option granted to the Underwriters of the STRYPES and STRYPES
subscribed for and purchased by an affiliate of Merrill Lynch in connection
with the formation of the Trust) on the Exchange Date in accordance with its
investment objective, subject to each Contracting Stockholder's option to
settle its obligations under the Contract, in whole or in part, by delivering
cash with an equal value. The Company is not a party to the Contract and has
no obligation thereunder or with respect to the STRYPES, which are securities
of the Trust and are not securities of the Company.

The Company, certain Selling Stockholders, the Over-Allotment Selling
Stockholders and the Company's directors and executive officers have agreed,
subject to certain exceptions for pledges and, in the case of the Company, the
grant and exercise of employee stock options and the issuance of shares in
connection with acquisitions as long as all executive officers, directors and
other affiliates of the entity being acquired have agreed in writing to the
restrictions set forth below, and the effecting of the concurrent public
offering of the Company and certain stockholders of the Company referred to
herein, not to, directly or indirectly, sell, offer to sell, grant any option
for the sale of, or otherwise dispose of, any capital stock of the Company or
any security convertible or exchangeable into, or exercisable for, such
capital stock, or, in the case of the Company, file any registration statement
with respect to any of the foregoing (other than a registration statement on
Form S-8 to register shares issuable upon exercise of employee stock options
or a registration statement on Form S-4 to register shares issuable in
connection with an acquisition), for a period of 90 days after the date of
this Prospectus, without the prior written consent of Merrill Lynch.

Each of the Company and the Stockholders has agreed to indemnify the Trust
and the Underwriters of the STRYPES against certain liabilities, including
liabilities under the Securities Act, with respect to the information in this
Prospectus (including the documents incorporated by reference herein) other
than information furnished to the Company in writing by the Trust or the
Underwriters of the STRYPES through Merrill Lynch expressly for use herein.

Until the distribution of the STRYPES is completed, rules of the Commission
may limit the ability of the Underwriters of the STRYPES and any selling group
members to bid for and purchase the STRYPES or the shares of Common Stock. As
an exception to these rules, the representatives of the Underwriters of the
STRYPES (the "Representatives") are permitted to engage in certain
transactions that stabilize the price of the STRYPES or the Common Stock. Such
transactions consist of bids or purchases for the purpose of pegging, fixing
or maintaining the price of the STRYPES or the Common Stock.

If the Underwriters of the STRYPES create a short position in the STRYPES in
connection with the STRYPES offering, i.e., if they sell more STRYPES than are
set forth on the cover page of the STRYPES Prospectus, the Representatives may
reduce that short position by purchasing STRYPES in the open market. The
Representatives may also elect to reduce any short position by exercising all
or part of the over-allotment option granted to the Underwriters of the
STRYPES.

55
<PAGE>

The Representatives may also impose a penalty bid on certain Underwriters of
the STRYPES and selling group members. This means that if the Representatives
purchase STRYPES in the open market to reduce the short position of the
Underwriters of the STRYPES or to stabilize the price of STRYPES, they may
reclaim the amount of the selling concession from the Underwriters of the
STRYPES and any selling group members who sold those STRYPES as part of the
STRYPES offering.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases. The imposition of a
penalty bid might also have an effect on the price of a security to the extent
that it were to discourage resales of the security.

Neither the Trust nor any of the Underwriters of the STRYPES makes any
representation or prediction as to the direction or magnitude of any effect
that the transactions described above may have on the price of the STRYPES or
the Common Stock. In addition, neither the Trust nor any of the Underwriters
of the STRYPES makes any representation that the Representatives will engage
in such transactions or that such transactions, once commenced, will not be
discontinued without notice.

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.

56
<PAGE>

LEGAL MATTERS

The validity of the Shares offered hereby will be passed upon for the
Company by Shaw Pittman Potts & Trowbridge, a partnership including
professional corporations, Washington, D.C., counsel for the Company.

EXPERTS

The consolidated financial statements of the Company as of December 31, 1996
and 1995 and for each of the three years in the period ended December 31,
1996, and the related schedule included in this Prospectus and elsewhere in
the Registration Statement have been audited by Arthur Andersen LLP,
independent public accountants, as set forth in their reports. In those
reports, that firm states that with respect to the operations of Brann and its
subsidiaries and American List and its subsidiaries its opinion is based on
the reports of other independent public accountants, namely Price Waterhouse,
Chartered Accounts and Registered Auditors and Grant Thornton LLP. Insofar as
the financial statements and related schedule referred to above relate to
amounts included for American List or Brann they have been included herein in
reliance upon the authority of those firms as experts giving said reports.

The consolidated financial statements of Brann and its subsidiaries as of
December 31, 1996 and 1995 and for each of the three years in the period ended
December 31, 1996, have been audited by Price Waterhouse, Chartered
Accountants, as set forth in its report thereon included herein.

The consolidated financial statements of American List and its subsidiaries
as of February 28, 1997 and February 29, 1996 and for each of the years in the
three-year period ended February 28, 1997, have been audited by Grant Thornton
LLP, independent certified public accountants, as set forth in its report
thereon included herein.

AVAILABLE INFORMATION

The Company is subject to the information reporting requirements of the
Securities Exchange Act of 1934, as amended, as applicable to U.S. private
issuers with securities registered thereunder, and, in accordance therewith,
files reports and other information with the Securities and Exchange
Commission (the "Commission"). The Company has also filed with the Commission
a Registration Statement on Form S-1 under the Securities Act with respect to
the shares of Common Stock offered hereby. This Prospectus, which constitutes
a part of the Registration Statement, does not contain all of the information
set forth in the Registration Statement, certain items of which are contained
in exhibits and schedules to the Registration Statement as permitted by the
rules and regulations of the Commission. For further information with respect
to the Company and the Common Stock offered by this Prospectus, reference is
made to reports previously filed with the Commission and to the Registration
Statement and to the financial statements, schedules and exhibits filed as a
part thereof. The Registration Statement and the financial statements,
exhibits and schedules thereto filed with the Commission, as well as other
previously filed reports, may be inspected, without charge, at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549; Seven World Trade Center, 13th Floor, New York, New
York 10048; and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such materials may be obtained from the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, the
Commission maintains a World Wide Web site that contains reports, proxy and
information statements that are filed electronically with the Commission. The
address of the site is http://www.sec.gov. The Company's Common Stock is
listed on the NYSE, and reports, proxy and information statements and other
information concerning the Company can be inspected at the offices of the NYSE
located at 20 Broad Street, New York, New York 10005.

57
<PAGE>

All information contained in this Prospectus relating to the Stockholders or
to the proposed or potential methods of distribution of Common Stock covered
hereby and all information contained herein regarding the STRYPES, the Trust,
the Contract and the proposed STRYPES offering has been supplied by the
Stockholders. The Company has not been involved in the formation of the Trust
(including, without limitation, establishing the terms of the STRYPES), and
the securities issued or held by the Trust may be subject to factors unrelated
to the Company and the Common Stock.

It is contemplated that this Prospectus will be provided only to persons who
are prospective purchasers of STRYPES, which persons shall simultaneously
receive from the Trust or Underwriters of the STRYPES a STRYPES Prospectus
relating to the offer and sale of the STRYPES. This Prospectus is not
intended, and has not been authorized to be used, for any purpose other than
to provide legally required information to prospective purchasers of STRYPES
who also have received the STRYPES Prospectus.

58
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SNYDER COMMUNICATIONS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Public Accountants................................. F-2
Consolidated Balance Sheet as of December 31, 1995 and 1996, and June 30,
1997 (unaudited)........................................................ F-3
Consolidated Statement of Income, including pro forma data, for the years
ended December 31, 1994, 1995 and 1996, and for the six months ended
June 30, 1996 and 1997 (unaudited)...................................... F-4
Consolidated Statement of Equity for the years ended December 31, 1994,
1995 and 1996........................................................... F-5
Consolidated Statement of Cash Flows for the years ended December 31,
1994, 1995 and 1996, and for the six months ended June 30, 1996 and 1997
(unaudited)............................................................. F-6
Notes to Consolidated Financial Statements............................... F-8
BRANN HOLDINGS LIMITED
Report of Independent Accountants........................................ F-28
AMERICAN LIST CORPORATION
Report of Independent Certified Public Accountants....................... F-29
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Snyder Communications, Inc.:

We have audited the accompanying consolidated balance sheet of Snyder
Communications, Inc. and subsidiaries (the "Company") as of December 31, 1995
and 1996, and the related consolidated statements of income, equity, and cash
flows for each of the three years in the period ended December 31, 1996. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits. We did not audit the financial
statements of American List Corporation or Brann Holdings Limited included in
the consolidated financial statements of the Company, which statements reflect
total assets constituting 57 percent and 35 percent of the related
consolidated totals as of December 31, 1995 and 1996, respectively, and
revenues constituting 56 percent, 48 percent and 36 percent of the related
consolidated totals in 1994, 1995 and 1996, respectively. These statements
were audited by other auditors whose reports thereon have been furnished to
us, and our opinion expressed herein, insofar as it relates to the amounts
included for American List Corporation or Brann Holdings Limited, is based
solely upon the reports of the other auditors.

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 financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the reports of other
auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the reports of the other auditors,
the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Snyder Communications, Inc. and
subsidiaries as of December 31, 1995 and 1996, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1996.

Arthur Andersen LLP

Washington, D.C.
July 28, 1997

F-2
<PAGE>

SNYDER COMMUNICATIONS, INC.

CONSOLIDATED BALANCE SHEET
(NOTE 1)

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
------------------------- ------------
1995 1996 1997
----------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and equivalents................. $14,341,442 $ 59,499,048 $ 38,868,839
Marketable securities................ 7,775,052 6,297,412 6,176,589
Accounts receivable, net of allowance
for doubtful accounts of $583,316,
$988,211 and $1,485,808 at December
31, 1995 and 1996 and June 30, 1997,
respectively........................ 26,717,738 31,216,002 50,145,209
Unbilled services.................... 1,567,016 3,823,609 3,324,821
Other current assets................. 2,669,360 6,061,317 9,670,861
----------- ------------ ------------
Total current assets................. 53,070,608 106,897,388 108,186,319
----------- ------------ ------------
Note and advances to stockholders..... 2,770,426 -- --
Property and equipment, net........... 17,301,594 23,645,603 28,038,757
Goodwill and other intangible assets.. 15,616,354 16,048,688 20,426,156
Deposits and other assets............. 1,848,737 2,669,409 855,542
----------- ------------ ------------
Total assets......................... $90,607,719 $149,261,088 $157,506,774
=========== ============ ============
LIABILITIES AND EQUITY
Current liabilities:
Lines of credit...................... $ 5,029,422 $ 2,495,845 $ 619,183
Current maturities of long-term
debt................................ 709,587 3,346,690 2,112,300
Accrued payroll...................... 3,165,309 6,577,632 2,984,330
Accounts payable..................... 13,075,382 16,979,286 14,674,216
Accrued expenses..................... 15,011,124 20,645,972 38,773,089
Unearned revenue..................... 2,704,682 5,676,707 8,674,240
Distribution payable................. -- 1,087,734 --
----------- ------------ ------------
Total current liabilities............ 39,695,506 56,809,866 67,837,358
----------- ------------ ------------
Related party borrowings, net of cur-
rent maturities...................... 14,177,479 10,177,101 9,849,000
Deferred income taxes................. 334,087 180,888 2,773,120
Mandatorily redeemable preferred
stock, held by related parties....... 4,596,793 6,305,584 1,162,000
Long-term obligations under capital
leases............................... 461,247 2,053,702 2,068,294
Long-term debt, net of current maturi-
ties................................. 10,118,042 10,259,559 3,281,600
----------- ------------ ------------
Total liabilities.................... 69,383,154 85,786,700 86,971,372
----------- ------------ ------------
Commitments and contingencies
Equity:
Preferred stock, $.001 par value per
share, 5,000,000 shares authorized,
none issued and outstanding at De-
cember 31, 1995 and December 31,
1996................................ -- -- --
Common stock 120,000,000 shares
authorized, 14,073,679, 45,695,529
and 46,057,078 shares issued at
December 31, 1995, December 31, 1996
and June 30, 1997, respectively..... 14,074 45,696 46,057
Additional paid-in capital............ 8,539,599 50,583,558 66,516,155
Unrealized gain on marketable securi-
ties................................. 4,687 3,747 3,443
Treasury Stock, at cost, 1,549,172,
62,700 and 62,700 shares outstanding
at December 31, 1995 and 1996 and
June 30, 1997, respectively.......... (34,477) (1,325,815) (1,325,815)
Retained earnings..................... 14,077,327 14,323,106 5,161,281
Cumulative foreign currency transla-
tion adjustment...................... 73,685 (155,904) 134,281
Limited partners' deficit............. (1,450,330) -- --
----------- ------------ ------------
Total equity......................... 21,224,565 63,474,388 70,535,402
----------- ------------ ------------
Total liabilities and equity......... $90,607,719 $149,261,088 $157,506,774
=========== ============ ============
</TABLE>

The accompanying notes are an integral part of this consolidated balance sheet.

F-3
<PAGE>

SNYDER COMMUNICATIONS, INC.

CONSOLIDATED STATEMENT OF INCOME
(NOTE 1)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
FOR THE YEARS ENDED DECEMBER 31, JUNE 30,
---------------------------------------- --------------------------
1994 1995 1996 1996 1997
------------ ------------ ------------ ------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues................ $105,145,559 $169,642,573 $235,811,049 $106,340,926 $132,629,570
Operating expenses:
Cost of services....... 61,176,678 106,993,220 161,387,226 73,302,856 86,862,270
Selling, general and
administrative
expenses.............. 21,075,685 30,960,091 48,115,551 21,768,051 28,035,396
Compensation to stock-
holders............... 4,169,179 7,709,274 2,223,321 906,153 --
Acquisition costs...... -- -- -- -- 16,181,134
------------ ------------ ------------ ------------ ------------
Income from operations.. 18,724,017 23,979,988 24,084,951 10,363,866 1,550,770
Interest expense,
including amounts to
related parties of
$620,558, $1,375,202
and $2,312,428 in 1994,
1995 and 1996,
respectively........... (1,395,164) (2,420,998) (3,579,225) (1,839,458) (1,149,690)
Investment income ...... 459,310 852,796 1,495,759 370,655 1,065,464
------------ ------------ ------------ ------------ ------------
Income before taxes and
extraordinary item..... 17,788,163 22,411,786 22,001,485 8,895,063 1,466,544
Income tax provision.... 5,404,663 6,101,316 5,602,969 2,003,337 5,733,922
------------ ------------ ------------ ------------ ------------
Income (loss) before ex-
traordinary item....... 12,383,500 16,310,470 16,398,516 6,891,726 (4,267,378)
Extraordinary item, less
applicable income taxes
of $805,874............ -- -- (1,215,405) -- --
------------ ------------ ------------ ------------ ------------
Net income (loss)....... $ 12,383,500 $ 16,310,470 $ 15,183,111 $ 6,891,726 $ (4,267,378)
============ ============ ============ ============ ============
PRO FORMA INCOME (LOSS)
DATA (UNAUDITED):
Historical income
before income taxes
and extraordinary item
as reported........... $ 17,788,163 $ 22,411,786 $ 22,001,485 $ 8,895,063 $ 1,466,544
Pro forma provision for
income taxes.......... 7,070,795 8,598,454 9,322,029 3,768,838 6,341,275
------------ ------------ ------------ ------------ ------------
Pro forma income (loss)
before extraordinary
item.................. 10,717,368 13,813,332 12,679,456 5,126,225 (4,874,731)
Extraordinary item,
less applicable income
taxes of $805,874 .... -- -- (1,215,405) -- --
------------ ------------ ------------ ------------ ------------
Pro forma net income
(loss)................ $ 10,717,368 $ 13,813,332 $ 11,464,051 $ 5,126,225 $ (4,874,731)
============ ============ ============ ============ ============
Pro forma income (loss)
before extraordinary
item per share........ $ .27 $ .33 $ .30 $ .12 $ (.11)
============ ============ ============ ============ ============
Pro forma net income
(loss) per share...... $ .27 $ .33 $ .27 $ .12 $ (.11)
============ ============ ============ ============ ============
Shares used in
computing pro forma
per share amounts..... 39,910,638 41,483,645 42,744,398 41,227,789 45,518,326
Pro forma fully diluted
income (loss) before
extraordinary item per
share................. $ .27 $ .33 $ .30 $ .12 $ (.11)
============ ============ ============ ============ ============
Pro forma fully diluted
net income (loss) per
share................. $ .27 $ .33 $ .27 $ .12 $ (.11)
============ ============ ============ ============ ============
Shares used in
computing pro forma
fully diluted per
share amounts......... 39,927,943 41,531,171 42,912,725 41,227,789 45,518,326
</TABLE>

The accompanying notes are an integral part of this consolidated statement of
income.

F-4
<PAGE>

SNYDER COMMUNICATIONS, INC.

CONSOLIDATED STATEMENT OF EQUITY
(NOTE 1)

<TABLE>
<CAPTION>
FOREIGN UNREALIZED
ADDITIONAL LIMITED CURRENCY GAIN (LOSS) ON
COMMON PAID-IN RETAINED PARTNERS' TRANSLATION MARKETABLE TREASURY
STOCK CAPITAL EARNINGS DEFICIT ADJUSTMENT SECURITIES STOCK TOTAL
------- ----------- ----------- ----------- ----------- -------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1993, as previously
reported............ $ 500 $ 138,342 $ (693,823) $(2,680,421) $ -- $ -- $ -- $(3,235,402)
Pooling of MMD,
Inc................ 1,355 7,140 985,162 -- -- -- -- 993,657
Pooling of American
List............... 4,723 36,703 12,867,120 -- -- -- -- 12,908,546
Pooling of Sample
Corporation of
America............ 3,098 (1,597) 106,226 -- -- -- (34,477) 73,250
------- ----------- ----------- ----------- --------- ------- ----------- -----------
Balance, December 31,
1993, as Restated... 9,676 180,588 13,264,685 (2,680,421) -- -- (34,477) 10,740,051
Pooling of Brann
Holdings Limited... 2,350 504,116 -- -- -- -- -- 506,466
Distributions and
dividends.......... -- -- (4,563,843) (4,563,843)
Foreign currency
translation
adjustment......... -- -- -- -- 46,740 -- -- 46,740
Unrealized loss on
marketable
securities......... -- -- -- -- -- (11,833) -- (11,833)
Common stock
dividend........... 472 6,884,888 (6,885,360) -- -- -- -- --
Exercise of stock
options............ 4 32,121 -- -- -- -- -- 32,125
Net income.......... -- -- 11,113,559 1,269,941 -- -- -- 12,383,500
------- ----------- ----------- ----------- --------- ------- ----------- -----------
Balance, December 31,
1994................ 12,502 7,601,713 12,929,041 (1,410,480) 46,740 (11,833) (34,477) 19,133,206
Pooling of Bounty
Group Holdings
Limited............ 1,594 170,990 (5,007,918) -- -- -- -- (4,835,334)
Proceeds from sale
of Partnership
interest, net of
income taxes of
$815,000........... -- 1,221,361 -- 13,639 -- -- -- 1,235,000
Distributions and
dividends.......... -- -- (6,354,586) (3,853,169) -- -- -- (10,207,755)
Foreign currency
translation
adjustment......... -- -- -- -- 26,945 -- -- 26,945
Unrealized gain on
marketable
securities......... -- -- -- -- -- 16,520 -- 16,520
Exercise of stock
options............ 6 62,178 -- -- -- -- -- 62,184
Purchase and
retirement of
treasury stock..... (28) (516,643) -- -- -- -- -- (516,671)
Net income.......... -- -- 12,510,790 3,799,680 -- -- -- 16,310,470
------- ----------- ----------- ----------- --------- ------- ----------- -----------
Balance, December 31,
1995................ 14,074 8,539,599 14,077,327 (1,450,330) 73,685 4,687 (34,477) 21,224,565
Proceeds from
Initial Public
Offering........... 4,038 59,169,659 -- -- -- -- -- 59,173,697
Distributions and
dividends.......... -- -- (20,371,479) (8,612,050) -- -- -- (28,983,529)
Reorganization...... 28,959 (15,558,415) 7,630,431 7,899,025 -- -- -- --
Issuance of shares.. 234 193,664 -- -- -- -- -- 193,898
Purchase and partial
retirement of
treasury stock..... (1,674) (2,767,884) (32,929) -- -- -- (1,291,338) (4,093,825)
Unrealized loss on
marketable
securities......... -- -- -- -- -- (940) -- (940)
Exercise of stock
options............ 65 1,006,935 -- -- -- -- -- 1,007,000
Foreign currency
translation
adjustment......... -- -- -- -- (229,589) -- -- (229,589)
Net income.......... -- -- 13,019,756 2,163,355 -- -- -- 15,183,111
------- ----------- ----------- ----------- --------- ------- ----------- -----------
Balance, December 31,
1996................ $45,696 $50,583,558 $14,323,106 $ -- $(155,904) $ 3,747 $(1,325,815) $63,474,388
======= =========== =========== =========== ========= ======= =========== ===========
</TABLE>

The accompanying notes are an integral part of this consolidated statement of
equity.

F-5
<PAGE>

SNYDER COMMUNICATIONS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
(NOTE 1)

<TABLE>
<CAPTION>
FOR THE SIX
FOR THE YEARS ENDED DECEMBER 31, MONTHS ENDED JUNE 30,
-------------------------------------- -------------------------
1994 1995 1996 1996 1997
----------- ------------ ----------- ----------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income (loss)..... $12,383,500 $ 16,310,470 $15,183,111 $6,891,726 $ (4,267,378)
Adjustments to
reconcile net income
(loss) to net cash
provided by operating
activities:
Depreciation and
amortization........ 3,872,479 5,717,883 8,435,942 1,567,809 4,307,371
Non cash charge from
accelerated vesting
of Brann Holdings
options............. -- -- -- -- 9,096,899
Loss on repayment of
subordinated debt... -- -- 2,021,279 --
Loss on disposal of
assets.............. -- 133,920 323,385 -- 396,749
Other non cash
expenses............ 234,037 220,743 (1,340,160) (1,005,528) (228,496)
Changes in assets and
liabilities:
Accounts receivable.. (3,316,572) (7,842,979) (4,131,943) (3,540,188) (18,797,075)
Unbilled services.... (2,212,878) 645,863 (2,256,593) (2,370,780) 498,787
Deposits and other
assets.............. (535,919) (602,171) (3,686,979) (3,427,881) 127,852
Accrued payroll,
accounts payable and
accrued expenses.... 6,663,696 7,037,034 11,696,126 7,173,930 10,933,451
Unearned revenue..... 640,831 51,401 2,972,025 3,439,849 2,250,990
Less impact from
effect of differing
year ends........... -- -- -- -- (2,760,568)
----------- ------------ ----------- ---------- ------------
Net cash provided by
operating
activities......... 17,729,174 21,672,164 29,216,193 8,728,937 1,558,582
----------- ------------ ----------- ---------- ------------
CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchase of Bounty
Holdings Limited..... -- (5,637,000) -- -- --
Purchase of Brann
Limited.............. (3,498,948) -- -- -- --
Purchase of Good
Neighbor Direct...... -- -- -- -- (4,148,790)
Purchases of property
and equipment........ (3,554,597) (6,077,409) (7,919,834) (2,037,419) (7,588,796)
Proceeds from sale of
equipment............ 173,648 96,099 63,322 -- --
Sale (purchase) of
marketable
securities, net...... (1,959,812) (605,313) 1,421,869 994,552 513,033
Purchases of lists.... (1,075,410) (2,010,184) (1,974,336) (362,898) (343,311)
Note and net advances
to stockholders...... (5,657) (2,764,769) -- -- --
Deferred license
costs................ (600,000) -- -- -- --
Less impact from
effect of differing
year ends............ -- -- -- -- (446,167)
----------- ------------ ----------- ---------- ------------
Net cash used in
investing
activities......... (10,520,776) (16,998,576) (8,408,979) (1,405,765) (12,014,031)
----------- ------------ ----------- ---------- ------------
</TABLE>

F-6
<PAGE>

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
FOR THE YEARS ENDED DECEMBER 31, ENDED JUNE 30,
------------------------------------- -------------------------
1994 1995 1996 1996 1997
----------- ----------- ----------- ----------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
FINANCING ACTIVITIES:
Repayment of long-term
notes payable to
limited partners and
others................ $(9,305,977) $(3,241,968) $(1,359,897) $ (744,837) $ --
Proceeds from issuance
of subordinated
debentures due to
related parties....... -- 9,531,018 293,656 3,058,402 --
Redemption of Brann
Holdings, Ltd.
preferred stock....... -- -- -- -- (5,110,241)
Redemption of Bounty
Group preferred
stock................. -- -- -- -- (137,906)
Proceeds from issuance
of common stock....... 32,125 62,386 -- -- --
Proceeds from sale of
partnership interest.. -- 2,050,000 -- -- --
Tax effect of equity
transaction........... -- (815,000) -- -- --
Acquisition of common
stock................. -- (516,872) (4,093,824) (2,768,009) (1,325,815)
Debt issuance costs.... (180,774) (603,873) -- -- --
Distributions and
dividends............. (5,392,354) (10,212,438) (25,169,997) (10,996,518) (5,840,757)
Repayment of
subordinated
debentures............ -- -- (6,900,000) -- --
Proceeds from
mandatorily redeemable
preferred stock....... 4,582,098 -- 1,091,057 -- --
Proceeds from line of
credit borrowing...... 7,768,800 1,599,157 1,958,910 -- 2,591,498
Repayment of line of
credit borrowing...... (225,274) (580,013) (2,368,942) (2,356,403) (4,810,816)
Repayment of note
payable............... -- -- -- -- (6,656,301)
Payments on capital
lease obligations..... (674,820) (693,285) (655,092) (26,786) (677,066)
Proceeds from long term
debt.................. -- 1,735,266 734,023 -- --
Proceeds from exercise
of options............ -- -- 425,000 9,394 7,264,508
Proceeds from common
stock issuances,
including Initial
Public Offering....... 506,466 -- 59,656,847 -- --
Impact from effect of
differing year ends... -- -- -- -- 3,704,306
----------- ----------- ----------- ----------- ------------
Net cash provided by
(used in) financing
activities.......... (2,889,710) (1,685,622) 23,611,741 (13,824,757) (10,998,590)
----------- ----------- ----------- ----------- ------------
Effect of exchange rate
changes............... 242,682 (206,593) 738,651 (74,847) 823,830
NET INCREASE (DECREASE)
IN CASH AND
EQUIVALENTS............ 4,561,370 2,781,373 45,157,606 (6,576,432) (20,630,209)
CASH AND EQUIVALENTS,
BEGINNING OF YEAR...... 6,998,699 11,560,069 14,341,442 14,341,442 59,499,048
----------- ----------- ----------- ----------- ------------
CASH AND EQUIVALENTS,
END OF YEAR............ $11,560,069 $14,341,442 $59,499,048 $ 7,765,010 $ 38,868,839
----------- ----------- ----------- ----------- ------------
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW
INFORMATION:
Cash paid for interest
including dividends on
mandatorily redeemable
preferred stock....... $ 1,123,643 $ 1,845,052 $ 3,094,047 $ 1,342,212 $ 981,256
Cash paid for income
taxes................. 5,026,630 6,737,210 7,570,464 845,796 2,838,215
SUPPLEMENTAL DISCLOSURE
OF NONCASH ACTIVITIES:
Equipment purchased
under capital leases.. 268,599 525,926 3,191,298 641,893 --
Distribution of note
receivable from
stockholder to SMS
stockholders.......... -- -- 2,725,000 2,725,000 --
Distribution payable... -- -- 1,087,734 -- --
</TABLE>

The accompanying notes are an integral part of this consolidated statement of
cash flows.

F-7
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION, BASIS OF PRESENTATION AND BUSINESS:

On October 19, 1988, Collegiate Marketing and Communications, Inc., a
Delaware corporation (the "General Partner"), and a Delaware limited
partnership beneficially owned by Mortimer B. Zuckerman and Fred Drasner (the
"Original Limited Partner") entered into a partnership agreement (the
"Partnership Agreement") pursuant to the provisions of the Delaware Act, under
the name Collegiate Marketing and Communications, L.P. (the "Partnership"). On
September 1, 1989, the name of the Partnership was changed to Snyder
Communications, L.P., and the name of the General Partner was changed to
Snyder Communications, Inc. On May 18, 1995, the Partnership Agreement was
amended to admit several new limited partners into the Partnership. On June
25, 1996, the name of the General Partner was changed to Snyder Marketing
Services, Inc. ("SMS").

Snyder Communications, Inc., a Delaware corporation, was incorporated on
June 25, 1996, to continue the business operations of the Partnership. Snyder
Communications, Inc., in conjunction with all of the existing partners in the
Partnership, reorganized on September 24, 1996 (the "Reorganization"), upon
the effectiveness of the initial public offering of its common stock.

Prior to the Reorganization, SMS owned 63.85 percent of the Partnership and
the limited partners owned the remaining 36.15 percent. The Reorganization
resulted in the stockholders of SMS exchanging 100 percent of their SMS stock
for stock of Snyder Communications, Inc. simultaneously with the limited
partners exchanging their limited partnership interests in the Partnership for
common stock of Snyder Communications, Inc. After consummation of the
Reorganization, Snyder Communications, Inc. owns 100 percent of the stock of
SMS and, directly and indirectly (through its ownership of SMS), 100 percent
of the interests in the Partnership. In connection with the Reorganization,
29,458,400 shares of common stock were issued to the stockholders of Snyder
Communications, Inc.

Because of the continuity of ownership, the Reorganization was accounted for
by combining the assets, liabilities and operations of SMS, the Partnership
and Snyder Communications, Inc., at their historical cost basis. Accordingly,
the accompanying consolidated balance sheet as of December 31, 1995 and the
consolidated financial statements for the years ended December 31, 1994 and
1995 include a combination of the accounts of SMS and the Partnership after
elimination of all significant intercompany transactions. The accompanying
consolidated financial statements as of and for the year ended December 31,
1996 include the consolidated accounts of Snyder Communications, Inc., SMS and
the Partnership (the consolidated entity will be referred to herein as "SCI"
or "Snyder Communications") after elimination of all significant intercompany
transactions. Certain amounts previously presented have been reclassified to
conform to the December 31, 1996 presentation.

Snyder Communications provides outsourced marketing services. SCI designs
and implements marketing programs for its customers utilizing field sales,
teleservices, sponsored WallBoards(R) and product sampling. SCI's operations
are conducted throughout the United States and in the United Kingdom.

During 1997, SCI has acquired several companies in transactions which have
been accounted for as pooling of interests for financial reporting purposes.
The following is a summary of these transactions, as well as a brief
description of the primary business of the acquired companies.

MMD, INC.-- On January 6, 1997, SCI acquired MMD, Inc. ("MMD") in a merger
transaction in which MMD became a wholly owned subsidiary of SCI. In this
transaction, 966 shares of outstanding MMD common stock were converted into
1,354,500 shares of SCI common stock. MMD was incorporated under the laws of
the state of New Jersey on December 7, 1982. MMD's principal business activity
involves marketing medical

F-8
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

products for pharmaceutical companies, utilizing field sales, throughout the
United States. MMD previously utilized an October 31 year-end. Concurrent with
its merger with SCI, MMD changed its fiscal year-end to December 31 and
restated its financial statements to conform to SCI's calendar reporting.

BRANN HOLDINGS LIMITED--On March 27, 1997, SCI acquired Brann Holdings
Limited ("Brann") in a share exchange transaction in which Brann became a
wholly owned subsidiary of SCI. In this transaction, 339,000 shares of
outstanding Brann common stock were converted into 2,350,152 shares of SCI
common stock, while 63,850 Brann options, which were fully vested and
immediately exercisable, were converted into 389,730 SCI options with similar
terms. Brann, a United Kingdom ("U.K.") registered company, began operations
on January 25, 1994 when it acquired all of the outstanding common stock of
Brann Direct Marketing Limited through a management buy-out. On January 11,
1995, Brann Direct Marketing Limited changed its name to Brann Limited.
Brann's principal business activities are planning, creating and delivering
direct response marketing communications; marketing systems design and
consultancy; print production services; and telephone and response management
services, for companies involved in marketing, advertising and direct selling
and services. Brann's operations are conducted throughout the United Kingdom.

AMERICAN LIST CORPORATION--On July 11, 1997, SCI acquired American List
Corporation ("American List") in a merger transaction in which American List
became a wholly owned subsidiary of SCI. In this transaction, 4,414,318 shares
of outstanding American List shares were converted into 5,032,322 shares of
SCI common stock, while 82,090 American List options were converted into
93,583 SCI options with terms similar to the American List options prior to
their conversion. American List, through its wholly-owned subsidiary, American
Student List Company, Inc. ("ASL"), 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, advertising agencies, financial institutions,
retailers and educational institutions. These customers are located primarily
in the United States. American List previously utilized a February 28, year-
end. Concurrent with its merger with SCI, American List changed its fiscal
year-end to December 31.

BOUNTY GROUP HOLDINGS LIMITED--On July 13, 1997, SCI acquired Bounty Group
Holdings Limited ("Bounty") in a share exchange transaction in which Bounty
became a wholly owned subsidiary of SCI. In this transaction, 500,000 shares
of outstanding Bounty common stock were converted into 1,483,240 shares of SCI
common stock, while 33,312 Bounty options, which were fully vested and
immediately exercisable, were converted into 96,472 SCI options with similar
terms. Bounty, a U.K. registered company, began operations on August 24, 1995,
when it acquired all of the outstanding common stock of Bounty Holdings
Limited through a leveraged management buy-out. Bounty provides targeted
product sampling and proprietary health-oriented publications to expectant
mothers, new mothers and parents of toddlers in the U.K. and Ireland.

SAMPLING CORPORATION OF AMERICA--On July 14, 1997, SCI acquired Sampling
Corporation of America ("SCA") in a merger transaction in which SCA became a
wholly owned subsidiary of SCI. In this transaction, 750 shares of outstanding
SCA shares were converted into 1,549,172 shares of SCI common stock. SCA was
incorporated on October 13, 1981 in the State of Illinois under the Illinois
Business Corporation Act. SCA was formed to provide targeted marketing and
product distribution to school age children. On behalf of its customers,
primarily packaged goods manufacturers, SCA designs advertising programs and
distributes product samples and coupons to primary and secondary schools,
daycare centers, colleges and immigrant organizations.

Collectively the MMD, Brann, American List, Bounty and SCA business
combinations will be referred to herein as the "Acquisitions." The
Acquisitions have been accounted for as a pooling of interests for financial
reporting purposes. The accompanying financial statements have been
retroactively restated to reflect the

F-9
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

combined financial position and combined results of operations and cash flows
of SCI, MMD, Brann, American List, Bounty and SCA for all periods presented,
giving effect to the Acquisitions as if they had occurred at the beginning of
the earliest period presented (the combined entity will be referred to herein
as the "Company"). The accompanying consolidated balance sheets as of December
31, 1995 and 1996 reflect the combination of the accounts of American List as
of February 29, 1996 and February 28, 1997, respectively, while the related
consolidated statements of income, equity and cash flows for each of the three
years in the period ended December 31, 1996 reflect the combination of the
American List statements of income, equity and cash flows for the three years
in the period ended February 28, 1997, respectively. The consolidated balance
sheets for all periods presented give effect to the conversion of the shares
of MMD, Brann, American List, Bounty and SCA common stock into 11,769,338
shares of SCI common stock.

The following details revenues and net income (loss) for each of the years
ended December 31, 1994, 1995 and 1996 and for the six months ended June 30,
1996 and 1997 of Snyder and the previously separate entities of MMD, Brann,
American List, Bounty, and SCA (the "Pooled Entities") through the dates of
their respective mergers.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
-------------------------------------- -------------------------
1994 1995 1996 1996 1997
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues:
Snyder................ $ 11,740,235 $ 42,891,561 $ 82,839,947 $ 34,861,276 $ 87,564,859
Pooled Entities....... 93,405,324 126,751,012 152,971,102 71,479,650 45,064,711
------------ ------------ ------------ ------------ ------------
$105,145,559 $169,642,573 $235,811,049 $106,340,926 $132,629,570
============ ============ ============ ============ ============
Net Income (Loss):
Snyder................ $ 1,389,995 $ 3,971,760 $ 6,977,003 $ 4,200,531 $ (9,029,412)
Pooled Entities....... 10,993,505 12,338,710 8,206,108 2,691,195 4,762,034
------------ ------------ ------------ ------------ ------------
$ 12,383,500 $ 16,310,470 $ 15,183,111 $ 6,891,726 $ (4,267,378)
============ ============ ============ ============ ============
</TABLE>

The Company recognized a charge to first quarter 1997 income of
approximately $16.2 million (before income taxes) related to costs incurred
and resulting from the MMD and Brann business combinations. This charge
consisted primarily of investment banking, other professional service fees and
certain U.K. excise and transfer taxes as well as a charge of approximately
$9.1 million related to the accelerated vesting of Brann options (see Note
12).

In addition, the Company anticipates recognizing a charge to third quarter
1997 income of approximately $17.0 million (before income taxes) relating to
the American List, Bounty and SCA business combinations. This charge consists
primarily of investment banking, other professional service fees, legal
expenses, certain U.K. excise and transfer taxes, and the writeoff of certain
intangible assets which became impaired as a result of a combination.

There are important risks associated with the Company's business and
financial results. These risks include: (i) the Company's current reliance on
one significant client, which constituted 21 percent of its 1996 revenues and
on other major clients (see Note 3); (ii) the Company's ability to sustain and
manage future growth; (iii) the

F-10
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Company's ability to manage and successfully integrate the businesses it has
acquired and may acquire in the future; (iv) the Company's ability to
successfully manage its international operations; (v) the potential adverse
effects of fluctuations in foreign exchange rates; (vi) the Company's
dependence on industry trends toward outsourcing of marketing services; (vii)
the risks associated with the Company's reliance on technology and the risk of
business interruption resulting from a temporary or permanent loss of such
technology; and (viii) the dependence of the Company's success on its
executive officers and other key employees, in particular, its Chairman of the
Board of Directors and Chief Executive Officer.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Cash and Equivalents

Cash and equivalents are comprised principally of amounts in operating
accounts, money market investments, and other short-term instruments, stated
at cost which approximates market value, with original maturities of three
months or less.

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 consisting of municipal bonds are classified as
"held-to-maturity" and 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.

Debt Issuance Costs

Debt issuance costs, are charged to expense as additional interest expense
over the life of the related debt using the interest method.

Property and Equipment

Property and equipment is stated at cost. The Company depreciates furniture,
fixtures and office and telephone equipment on a straight-line basis over
three to ten years; WallBoard(R) displays over five years; computer equipment
over two to four years; automobiles over three to five years and buildings
over fifty years. Leasehold improvements are amortized on a straight-line
basis over the shorter of the term of the lease or the estimated useful life
of the improvements.

When assets are retired or sold, the cost and related accumulated
depreciation and amortization are removed from the accounts and any gain or
loss is reflected in income.

Revenue Recognition

DIRECT SERVICES--The Company performs marketing of telecommunication and
other services on behalf of its clients utilizing its field sales and
teleservicing resources. These contracts provide for payments based on
accepted customers and the type of service purchased by the customer. Revenues
related to these sales are recognized on the date the application for service
is accepted by the Company's clients. At this point, the Company has no
further performance obligation related to the submitted customer and is
contractually entitled to payment. Certain of the Company's contracts provide
the client with the right to seek a return of previously paid commissions if
the customers submitted by the Company do not meet certain defined
characteristics and performance standards. These relate to the client's
ability to successfully provide service to the customer, the

F-11
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

bad debt experience of the customer base submitted by the Company, the
achievement of targeted customer goals and certain minimum usage and life
measures of the customer base. At the point of revenue recognition, an
allowance is recorded by the Company based on an estimate for these returned
commissions. The allowance is estimated based on the Company's historical
experience and periodically reviewed by the Company and adjusted when
necessary.

MEDIA AND SAMPLING SERVICES--Media and Sampling services revenues are
recognized over the contract term as program services are rendered. Unearned
revenue is recorded for billings prior to the earning of such revenue.

MEDICAL SERVICES--The Company recognizes revenue and associated costs when
services have been performed by field representatives. Unbilled services
represent revenues earned on contracts, but billed in a subsequent accounting
period.

INTERNATIONAL SERVICES--The Company provides integrated targeted marketing
services to its clients in the United Kingdom under contracts that provide for
payment as services are rendered. Services provided include database
management, creative design, teleservices, direct response marketing, and
print production. Revenues are recognized as services are rendered in
accordance with the terms of the contracts.

DATA DELIVERY SERVICES--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.

Goodwill and Other Intangible Assets

Goodwill was recorded in connection with the January 25, 1994 acquisition of
Brann Limited by Brann, and the August 24, 1995 acquisition of Bounty Holdings
Limited by Bounty and is being amortized on a straight-line basis over thirty
years from the acquisition dates. When conditions or events occur which
management believes might impact the book value of the goodwill, an analysis
of estimated future undiscounted cash flows is undertaken to determine if any
write down in the carrying value of the goodwill is required.

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 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 the useful lives
of the lists.

The costs of licenses to use, reproduce, and distribute lists are amortized
on a straight-line basis over the term of the related 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. In conjunction with SCI's acquisition of
American List, SCA and Bounty in July 1997 and the Company's current
competitive strategy, management determined that the intangible asset
associated with the license fee had been impaired, and accordingly an
impairment loss will be recorded in the third quarter of 1997.

Income Taxes

The accompanying consolidated financial statements reflect no provision for
Federal or state income taxes related to income earned by the Partnership
prior to the Reorganization since each of the partners of the

F-12
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Partnership reflected their share of the Partnership's net income on their
respective tax returns. Prior to January 1, 1996, SMS was taxed as a C
corporation and, accordingly, a provision (benefit) for taxes of SMS is
reflected in the accompanying consolidated statement of income for each of the
two years in the period ended December 31, 1995. During this period, SMS
accounted for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" "SFAS No. 109".
Effective January 1, 1996, SMS elected to be taxed as an S corporation under
the Internal Revenue Code. In lieu of corporate taxes, the stockholders of an
S corporation are taxed on their proportionate share of the Company's taxable
income.

Effective with the Reorganization, SCI is treated as a C corporation for
Federal and state income tax purposes. At the date of the Reorganization, SCI
recognized a net deferred tax asset and an associated tax benefit equal to the
cumulative net deductible temporary differences existing at that date. The
income tax provision recorded for the year ended December 31, 1996 includes a
provision for income taxes for SCI for the period from September 24, 1996, the
date of the Reorganization, through December 31, 1996, offset by the net
deductible temporary differences existing at the date of the Reorganization.

Prior to November 1, 1992, MMD filed its income tax return using the cash-
basis method of reporting. Beginning November 1, 1992, MMD switched to the
accrual method. In connection with this change, MMD, for income tax purposes,
was required to recognize additional taxable income of approximately $642,000
over a four-year period, beginning in 1993. Accordingly, at December 31, 1995,
a deferred income tax liability of $78,601 is reflected as the balance due for
the change in the tax accounting method described above and is included in
accounts payable and accrued expenses in the accompanying consolidated balance
sheet.

During 1994, MMD elected to be taxed as a small business corporation (S
corporation) under the applicable sections of the Code and New York state
income tax laws. Accordingly, no provision for Federal income taxes has been
made for MMD in the accompanying consolidated financial statements. However,
MMD is subject to New York state income tax at reduced rates and New York City
income tax. MMD elected to retain its tax fiscal year-end, which was October
31, 1995 through October 31, 1996. As an S corporation with a year-end which
is other than a calendar year, a deposit was required to be held on account
with the IRS. This deposit amounted to $283,183 and $316,777 as of December
31, 1995 and 1996, respectively. As a result of the merger transaction
discussed above, MMD has changed its tax fiscal year-end to December 31.

SCA elected to be taxed as an S corporation effective January 1, 1995.
Accordingly, no provision for Federal or state income taxes has been made for
SCA in the accompanying 1995 and 1996 consolidated financial statements.

Both Brann and Bounty incur and pay taxes in the U.K. on a corporate level
similar to a C corporation in the United States.

Pro Forma Income Data (Unaudited)

The unaudited pro forma net income and net income per share amounts include
a provision for Federal and state income taxes as if the Company had been a
taxable C corporation for all periods presented. The shares used in computing
pro forma net income per share assume that the Reorganization and the
Acquisitions had occurred at the beginning of each of the periods presented,
reflect the issuance of additional shares as a result of the 1996 initial
public offering of stock, the exercise of stock options, and the repurchase of
outstanding shares by a subsidiary of the Company prior to its merger with
SCI. The pro forma income tax rate reflects the combined Federal and state
income taxes of approximately 39.8 percent, 38.4 percent and 42.4 percent, for
the years ended December 31, 1994, 1995 and 1996, respectively, and 42.4
percent and 40.4 percent for the six months ended June 30, 1996 and 1997,
respectively.

F-13
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Accounting for Stock Options

The Company accounts for its stock-based compensation plan using the
intrinsic value based method in accordance with the provisions of APB Opinion
No. 25, "Accounting for Stock Issued to Employees." Pro forma disclosure of
net income and earnings per share, calculated as if the Company accounted for
its stock-based compensation plan using the fair value based method in
accordance with the provisions of Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), is
included in Note 12.

Interim Financial Statements

The combined financial statements of Snyder Communications as of and for the
six months ending June 30, 1996, and 1997, presented herein have been prepared
by the Company without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. As a result, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted.
The financial statements reflect all adjustments (consisting of only normal
recurring adjustments) which, in the opinion of management, are necessary to
present fairly the combined financial position of the Company as of June 30,
1997 and the results of its operations and cash flows for the six months ended
June 30, 1996 and 1997.

Foreign Currency Translations

Assets and liabilities of Brann and Bounty are translated using the exchange
rate in effect at the balance sheet date. Revenue and expense accounts for
these subsidiaries are translated using the average exchange rate during the
period. Foreign currency translation adjustments are disclosed as a separate
component of equity.

Estimates and Assumptions

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. The
Company's most significant estimates relate to certain of its contracts to
provide outsourced marketing services. The terms of these contracts provide
that the Company's clients may seek a return of previously paid commissions if
certain defined characteristics or performance standards are not met. The
Company has recorded an allowance in the accompanying consolidated financial
statements in an amount which it considers sufficient to satisfy any claims
which might be made pursuant to these provisions. During the quarter ended
March 31, 1997, the Company completed all services required under its MCI
contract and recorded $2.3 million of revenue which had been deferred at
December 31, 1996.

Concentration of Credit Risk

Concentration of credit risk is limited to cash and cash equivalents,
marketable securities, accounts receivable, and unbilled services and is
subject to the financial conditions of certain major clients as described in
Note 3. The Company places its investments in highly rated financial
institutions, United States Treasury bills, investments grade short-term debt
instruments and state and local municipalities, while limiting the amount of
credit exposure to any one entity. The Company's receivables are concentrated
with customers in the telecommunications, pharmaceutical and consumer packaged
goods industries. The Company does not require collateral or other security to
support clients' receivables.

F-14
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

New Accounting Pronouncements

During February 1997, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 128, "Earnings Per Share"
("SFAS No. 128"). This statement is effective for years ending after December
15, 1997 and will be implemented by the Company in its December 31, 1997
financial statements.

SFAS No. 128 requires primary earnings per share ("EPS") to be replaced with
basic EPS. Primary EPS is computed by dividing reported earnings available to
common stockholders by the weighted average number of shares outstanding
without consideration of common stock equivalents or other potentially
dilutive securities. Fully diluted EPS, now called diluted EPS is still
included. As discussed in Note 12, SCI adopted its stock option plan and began
offering stock options in September 1996. Because the options were outstanding
for only a short period of time during 1996, management has established that
the effect of this pronouncement on the computation of basic EPS is immaterial
for 1996. However, in future years, when the options are outstanding for the
entire year, management has estimated that the Company's reported EPS will be
higher under SFAS No. 128 than under the old EPS standard.

During June 1997, the Financial Accounting Standards Board issued SFAS No.
130 "Reporting Comprehensive Income" ("SFAS No. 130"). This statement is
effective for years beginning after December 15, 1997. SFAS No. 130
establishes standards for reporting and display of comprehensive income and
its components in a full set of general purpose financial statements.
Management is currently evaluating the impact of SFAS No. 130.

3. SIGNIFICANT CLIENTS:

The Company had one client which represented 2, 15 and 21 percent of the
Company's total revenues for the years ended December 31, 1994, 1995 and 1996,
respectively. The loss of this client would have a material adverse effect on
the Company's business. The Company's principal contract with this client
extends through December 1997. In January 1997 the Company entered into
another two-year contract with this client to provide additional services. The
Company had a second client which represented 12, 12, and 7 percent of the
Company's total revenues for the years ended December 31, 1994, 1995, 1996,
respectively.

4. 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>
DECEMBER 31, 1996
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 securi-
ties........................ 498,162 -- (43,167) 454,995
----------- ------- -------- ----------
$ 602,614 $ 1,192 $(66,906) $ 536,900
=========== ======= ======== ==========
</TABLE>

F-15
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
---------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
DECEMBER 31, 1995
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....... 281,956 -- (541) 281,415
---------- ------- -------- ----------
$7,267,083 $ 8,116 $ (1,375) $7,273,824
========== ======= ======== ==========
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
========== ======= ======== ==========
DECEMBER 31, 1994
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 equity at December 31,
1996, December 31, 1995 and December 31, 1994.

5. PROPERTY AND EQUIPMENT:

Property and equipment consists of the following.

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1995 1996
------------ ------------
<S> <C> <C>
WallBoards (R)...................................... $ 1,829,398 $ 1,790,206
Buildings and machinery............................. 11,190,974 14,102,142
Computer equipment.................................. 10,308,974 14,054,956
Office and telephone equipment...................... 7,844,374 13,061,161
Furniture and fixtures.............................. 1,535,312 1,918,262
------------ ------------
32,709,032 44,926,727
Accumulated depreciation............................ (15,407,438) (21,281,124)
------------ ------------
$ 17,301,594 $ 23,645,603
============ ============
</TABLE>

F-16
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

6. GOODWILL AND OTHER INTANGIBLE ASSETS:

Goodwill and other intangible assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1995 1996
----------- -----------
<S> <C> <C>
Goodwill.............................................. $11,783,628 $12,940,034
Unamortized costs of lists............................ 3,886,624 5,121,445
License agreement..................................... 3,339,369 3,339,782
----------- -----------
19,009,621 21,401,261
Less accumulated amortization......................... (3,393,267) (5,352,573)
----------- -----------
$15,616,354 $16,048,688
=========== ===========
</TABLE>

Goodwill arose from the Brann and Bounty management buy-outs in January 1994
and August 1995, respectively which were accounted for as purchase business
combinations.

Effective July 1, 1994, American List entered into an exclusive licensing
agreement, whereby it 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 American List's own lists. As
consideration for the granting of the license, American List is obligated to
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 (see Note 7 ). The
Company has recorded the cost and related obligation for the license, net of
imputed interest at 7.25 percent, 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 conjunction with SCI's acquisition of
American List, SCA and Bounty in July 1997 and the Company's current
competitive strategy, management determined that the intangible asset
associated with the license fee had been impaired and accordingly, an
impairment loss of approximately $1.9 million will be recorded in the
Company's third quarter 1997 income statement as an acquisition related cost.

Amortization expense of goodwill and other intangible assets totaled
$1,383,083, $2,010,184 and $1,959,306 in 1994, 1995 and 1996, respectively.

7. DEBT:

As of the date of this Prospectus, the Company has approximately $5.0
million in debt related to the Bounty loan payable to a commercial bank. All
other debt has been repaid subsequent to December 31, 1996.

Long-Term Borrowings

Brann had a loan payable to a commercial bank in the amount of $7,246,290
and $7,165,631 as of December 31, 1995 and 1996, respectively. The loan had an
interest rate of 7.6275 percent per annum until January 28, 1999, at which
date the interest rate was to change to the bank's base rate plus 1.75
percent. The loan was payable in annual installments of $855,700, until March
1, 2004, when the entire unpaid amount was due in full. The loan was secured
by Brann's assets and the book value of the loan approximated its fair value
as of December 31, 1996. On April 14, 1997, the full amount of the loan
outstanding was repaid.

Bounty has a loan payable to a commercial bank in the amount of $3,296,000
and $4,114,000 as of December 31, 1995 and 1996, respectively. The loan bears
interest at 2.75 percent above the bank's base rate, which equates to an
interest rate of 8.75 percent at December 31, 1996. The book value of the loan
approximated its fair value at December 31, 1996. The loan is secured by all
of the assets of Bounty.

F-17
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

American List is obligated under a license agreement to make future payments
(see Note 6 ). This net obligation of $2,339,000 and $1,914,000 at December
31, 1995 and 1996, respectively, has been classified as a long-term borrowing
in the accompanying consolidated balance sheet. Of these amounts, $445,645 and
$374,113 have been classified as current as of December 31, 1995 and 1996,
respectively.

Related Party Borrowings -- Subordinated Debentures

On October 28, 1996 SCI used approximately $7.0 million of cash to redeem in
full the subordinated debentures ("the Debentures") due to related parties.
The Debentures were originally issued on May 18, 1995, with a face amount of
$6.0 million. Cash proceeds of $5.0 million were received upon issuance of the
Debentures. The difference between the cash proceeds received and the face
amount of the Debentures was accounted for as an original issue discount. The
Debentures had a stated interest rate of 12.25 percent (effective interest
rate to maturity of approximately 17 percent) and an original maturity date of
December 31, 2001. The Debentures were classified as long term at December 31,
1995, because SCI did not have the intent to repay them at that date. The $7.0
million payment consisted of the face amount of the Debentures, a prepayment
penalty and accrued interest. A non-recurring charge of $1.2 million, net of a
$805,874 tax benefit, was recorded at December 31, 1996 as an extraordinary
loss related to this early debt extinguishment. The non-recurring charge
consists of prepayment penalties and the write-off of unamortized discount and
debt issuance costs.

Related Party Borrowings -- Stockholder Loans

Bounty borrowed approximately $10.4 million from certain stockholders to
fund, in part, its August, 1995 management buy-out of Bounty Holdings Limited.
The borrowings had interest rates ranging from 0 percent to 10 percent with
maturities beginning in 1996 and extending through 2008. At December 31, 1996
and 1995, $11.7 million and $10.4 million, respectively, remained outstanding
under these borrowings. In July 1997, the full amount outstanding under these
borrowings was repaid.

Notes Payable

Concurrent with the formation of the Partnership, the Original Limited
Partner loaned the Partnership $350,000 as evidenced by a promissory note. On
May 10, 1989, the Partnership entered into another promissory note agreement
with the Original Limited Partner to repay the principal amount of advances
previously made by the Original Limited Partner to the Partnership. Effective
January 1, 1993, all prior notes payable and the related accrued interest to
the Original Limited Partner were combined into one note totaling $3,252,781.
This note bore interest of 8.00 percent per annum. This note was paid in full
in May of 1995 with a portion of the proceeds from the Debentures.

Future minimum payments as of December 31, 1996 on all long-term borrowings
are as follows:

<TABLE>
<S> <C>
1997............................................................... $ 3,346,690
1998............................................................... 2,651,367
1999............................................................... 2,996,100
2000............................................................... 2,748,759
2001............................................................... 2,750,004
Thereafter......................................................... 9,290,430
-----------
Total future minimum payments...................................... 23,783,350
Less -- current portion............................................ 3,346,690
-----------
Total.............................................................. $20,436,660
===========
</TABLE>

F-18
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Lines of Credit

SCI obtained a $2.5 million line of credit in September 1996. The line of
credit has a variable rate of interest with borrowings payable on an
amortizing basis to September 1999, the date the line expires. At December 31,
1996, approximately $0.9 million was outstanding and the interest rate was
6.75 percent. The weighted average interest for the period ended December 31,
1996 was 6.71 percent.

MMD has a $2.0 million revolving line of credit agreement with a bank. The
line of credit has a variable interest rate based on the bank's prime rate
(8.25 percent as of December 31, 1996). MMD had $1.0 and $0.5 million
outstanding on this line at December 31, 1995 and 1996, respectively, and the
effective interest rate was 8.0 percent for the year ended December 31, 1996.
Borrowings pursuant to the line of credit are collateralized by substantially
all of the assets of MMD. In February 1997, MMD paid off the outstanding
balance of $0.5 million.

Brann and Bounty maintain lines of credit for general business expenditures.
These lines bear interest at the commercial bank's base rate plus 1.25 percent
to 2.75 percent. There was $1.0 million outstanding under these lines of
credit at December 31, 1996.

8. INCOME TAXES:

Prior to January 1, 1996, SMS was taxed as a C corporation for Federal and
state corporate income tax purposes. Effective January 1, 1996, SMS elected to
be taxed as an S corporation and accordingly, SMS's income was taxable to its
stockholders.

During 1994, MMD elected to be taxed as an S corporation for Federal and
state corporate income tax purposes. However, MMD is subject to New York State
income tax at reduced rates and New York City income tax.

At the date of the Reorganization, a net deferred tax asset was recorded
with an associated credit to the provision for income taxes. The Company's
income tax provision (benefit) includes the following components.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------
1994 1995 1996
----------- ----------- -----------
<S> <C> <C> <C> <C>
Current................. U.S.-Federal $ 3,281,639 $ 4,250,500 $ 4,964,176
U.S.-State and City 1,062,608 887,347 1,125,938
U.K. 978,948 1,669,582 885,095
----------- ----------- -----------
5,323,195 6,807,429 6,975,209
----------- ----------- -----------
Deferred................ U.S.-Federal 83,000 51,000 (668,618)
U.S.-State and City -- 9,000 (114,824)
U.K. (1,532) 48,887 (588,798)
----------- ----------- -----------
81,468 108,887 (1,372,240)
Tax effect of equity
transaction............ -- (815,000) --
----------- ----------- -----------
Income tax provision.... $ 5,404,663 $ 6,101,316 $ 5,602,969
=========== =========== ===========
</TABLE>

F-19
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The provision for taxes on income before extraordinary item differs from the
amount computed by applying the U.S. Federal income tax rate as a result of
the following:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Taxes at statutory U.S. Federal income tax rate.. 35.00% 35.00% 35.00%
U.S./U.K. tax rate differential.................. (0.23) (0.38) 0.12
Income taxed directly to owners.................. (9.85) (10.44) (13.92)
State and city income taxes, net of Federal tax
benefit......................................... 4.79 2.55 3.24
Tax effect of Reorganization..................... -- -- (2.93)
Tax effect of dividends on mandatorily redeemable
preferred stock................................. 0.60 0.54 0.83
Tax effect of goodwill amortization.............. 0.21 0.47 0.61
Tax effect of U.K. permanent differences......... 0.64 0.33 1.83
Other............................................ (0.78) (0.85) 0.69
------- -------- --------
Effective tax rate............................... 30.38% 27.22% 25.47%
======= ======== ========
</TABLE>

Deferred income taxes are recorded based upon differences between the
financial statement and tax bases of assets and liabilities. As of December
31, 1995 and 1996 temporary differences that give rise to the deferred tax
assets and liabilities consisted of the following:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------
1995 1996
------------ ------------
<S> <C> <C>
Accrued expenses and other liabilities............... $ 85,318 $ 1,281,339
Allowance for doubtful accounts...................... 40,000 42,582
Tax losses of a subsidiary of Bounty................. 2,768,819 3,051,836
Tax benefit of capital losses........................ 1,090,697 1,202,183
Other................................................ 17,751 --
----------- ------------
Gross deferred tax assets............................ 4,002,585 5,577,940
----------- ------------
Property and equipment............................... (273,766) (97,029)
Prepaid pension cost................................. (60,321) (83,859)
----------- ------------
Gross deferred tax liabilities....................... (334,087) (180,888)
Valuation allowance.................................. (3,859,516) (4,254,019)
----------- ------------
Net deferred tax (liability) asset................... $ (191,018) $ 1,143,033
=========== ============
</TABLE>

Two subsidiaries of Bounty have certain tax capital and operating losses
which can be realized only if these subsidiaries generate taxable capital
gains or operating income, respectively. At December 31, 1995 and 1996,
management determined that a valuation allowance against the deferred tax
asset associated with these tax losses was required.

At December 31, 1996, cumulative undistributed earnings of Brann and Bounty
were approximately $1.7 million. No provision for U.S. income taxes or U.K.
withholding taxes has been made since the Company considers these
undistributed earnings to be permanently invested in the U.K. The Company has
estimated that because of available tax planning strategies such earnings, if
repatriated, would not result in an additional material tax provision.

F-20
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

9. GEOGRAPHICAL DATA:

After giving effect to the Acquisitions, the Company has operations in both
the United States and the U.K. Financial information by country is as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------
1994 1995 1996
------------ ------------ ------------
<S> <C> <C> <C>
Revenues
United States......................... $ 62,194,407 $ 99,258,383 $150,380,935
U.K................................... 42,951,152 70,384,190 85,430,114
------------ ------------ ------------
Total revenues.......................... $105,145,559 $169,642,573 $235,811,049
============ ============ ============
Income from operations
United States......................... $ 15,764,193 $ 18,381,336 $ 23,114,686
U.K................................... 2,959,824 5,598,652 970,265
------------ ------------ ------------
Total income from operations............ $ 18,724,017 $ 23,979,988 $ 24,084,951
============ ============ ============
<CAPTION>
1995 1996
------------ ------------
<S> <C> <C>
Identifiable assets
United States......................... $ 43,637,861 $ 97,323,934
U.K................................... 46,969,858 51,937,154
------------ ------------
Total identifiable assets............... $ 90,607,719 $149,261,088
============ ============
</TABLE>

10. LEASES:

The Company leases certain facilities, office equipment and other assets. The
following is a schedule of future minimum lease payments for capital leases and
for operating leases (with initial or remaining terms in excess of one year at
December 31, 1996).

<TABLE>
<CAPTION>
CAPITAL OPERATING
YEARS ENDING DECEMBER 31, LEASES LEASES
------------------------- ----------- -----------
<S> <C> <C>
1997.................................................. $ 1,354,384 $ 6,257,309
1998.................................................. 1,494,700 5,484,707
1999.................................................. 648,001 4,446,459
2000.................................................. 80,590 3,637,791
2001.................................................. -- 3,175,806
Thereafter............................................ -- 10,640,657
----------- -----------
Total minimum lease payments.......................... 3,577,675 $33,642,729
-----------
Less--Amount representing interest.................... (415,019)
-----------
Total obligation under capital leases................. 3,162,656
Less--Current portion................................. (1,108,954)
-----------
Long-term portion..................................... $ 2,053,702
-----------
</TABLE>

Property and equipment, net, on the consolidated balance sheets includes
$1,326,069 and $3,791,991 for equipment purchased under capital leases as of
December 31, 1995 and 1996, respectively.

Rental expense for all operating leases was approximately $2,151,257,
$3,754,413 and $5,145,736 for the years ended December 31, 1994, 1995 and 1996,
respectively.

F-21
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

11. CAPITAL STOCK:

On September 30, 1996 SCI completed an initial public offering of 8,970,000
shares of its common stock, par value $0.001 per share (the "Common Stock") at
an offering price of $17.00 per share. The offering included 4,038,162 newly
issued shares of Common Stock sold by SCI and 4,931,838 previously outstanding
shares of Common Stock sold by selling stockholders. SCI received net proceeds
of $59.2 million from the offering (after deducting the costs associated with
the offering). SCI did not receive any proceeds from the sale of shares of
Common Stock in the offering by the selling stockholders.

In May 1995, SMS sold a 6.15 percent interest in the Partnership for
$2,050,000 in cash proceeds. These proceeds are reflected (net of associated
income taxes of $815,000 and SMS's basis in the equity interest) as a
contribution to additional paid-in capital in the accompanying consolidated
financial statements.

12. STOCK INCENTIVE PLAN:

In September 1996, SCI adopted the 1996 Stock Incentive Plan (the "Stock
Option Plan"). The Stock Option Plan authorizes SCI to grant incentive stock
options, non-qualified stock options, restricted stock awards and stock
appreciation rights ("SARs"). Subject to adjustment, the aggregate number of
shares of Common Stock which may be issued under the Stock Option Plan upon
exercise of options, SARs or in the form of restricted stock may not exceed
five million shares.

In conjunction with Brann's purchase of Brann Limited in January 1994, Brann
adopted a stock option plan. Granted options were exercisable upon a sale or
flotation of Brann as defined in the terms of the plan. No compensation
expense has been recognized in the financial statements for the Brann options
for any of the periods presented as the conditions for their exercise were not
probable at any of the balance sheet dates. In conjunction with the
acquisition of Brann by SCI, all of the outstanding options of Brann were
exchanged for options of the common stock of the Company under the Stock
Option Plan. The exchange of Brann options for SCI options was based on the
final common stock exchange rates used in the acquisition, with the SCI
options possessing identical terms to the Brann options at the date of
conversion. Management recognized a charge to first quarter income of
approximately $9.1 million related to the accelerated vesting of these
options.

The exercise price of options granted under the Stock Option Plan may not be
less than 100 percent (110 percent in the case of an optionee who is a 10
percent stockholder) of the fair market value per share of Common Stock on the
date of the option grant. The vesting and other provisions of the options are
determined by the Company's Board of Directors. All options granted as of
December 31, 1996 vest on or before the fourth anniversary of the date of
grant and expire on or before the tenth anniversary of the date of grant.

A summary of the activity within the Stock Option Plan, for the three years
ended December 31, 1996, after giving retroactive effect to the conversion of
the Brann, Bounty and American List options, is as follows:

<TABLE>
<CAPTION>
SHARES OUTSTANDING
---------------------------
1994 1995 1996
------- ------- ---------
<S> <C> <C> <C>
Beginning of year.................................. 45,708 558,200 652,390
Granted.......................................... 516,254 128,829 4,329,359
Exercised........................................ (3,762) (7,171) (65,214)
Forfeited........................................ -- (27,468) (280,520)
Expired.......................................... -- -- (85,500)
------- ------- ---------
End of year........................................ 558,200 652,390 4,550,515
======= ======= =========
Exercisable at end of year......................... 463,093
=========
</TABLE>

F-22
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

<TABLE>
<CAPTION>
WEIGHTED AVERAGE EXERCISE
PRICE
--------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Beginning of year.................................... $ 9.33 $ 4.14 $ 5.43
Granted............................................ 3.70 10.07 17.01
Exercised.......................................... 9.33 8.93 13.93
Forfeited.......................................... -- 0.27 15.65
Expired............................................ -- -- 15.79
End of year.......................................... 4.12 5.42 15.50
</TABLE>

The weighted average option fair value on the grant date was $8.85 for
options issued during the year ended December 31, 1996.

The following table presents information related to the 4,550,515 options
outstanding at December 31, 1996.

<TABLE>
<CAPTION>
WEIGHTED
COMPANY OPTIONS NUMBER EXERCISE AVERAGE CONTRACTUAL
ISSUED BY OF OPTIONS PRICE LIFE IN YEARS
- --------------- ---------- ------------- -------------------
<S> <C> <C> <C>
Snyder prior to initial public
offering........................ 3,767,500 $ 17.00 9.69
Snyder subsequent to initial
public offering................. 194,500 $ 19.38-$27 9.93
Brann............................ 400,422 $ 0.27-$2.67 7.00
Bounty........................... 91,501 $ 0.52-$1.73 0.96
American List.................... 96,592 $15.79-$23.58 7.53
---------
4,550,515
=========
</TABLE>

The fair value of each option grant is estimated on the date of grant using
a Black-Scholes option pricing model with the following weighted average
assumptions used for grants in 1996: risk-free interest rate of 6.2 percent,
expected dividend yield of zero, expected life of 5 years, and expected
volatility of 50 percent.

If the Company had recorded compensation expense using the fair value based
method prescribed by SFAS No. 123, the Company's pro forma net income and pro
forma net income per share amounts would have been reduced to the following as
adjusted amounts.

<TABLE>
<S> <C> <C>
Pro forma net income (loss): As reported $11,464,051
As adjusted 4,568,897
Pro forma net income (loss) per share: As reported $ .27
As adjusted .11
Pro forma fully diluted net income (loss) per share: As reported $ .27
As adjusted .11
</TABLE>

13. MANDATORILY REDEEMABLE PREFERRED STOCK:

The preferred shares were redeemed in full subsequent to December 31, 1996,
as part of the Acquisitions.

On January 25, 1994, in connection with the acquisition of Brann Direct
Marketing Limited by Brann Holdings, fixed cumulative mandatorily redeemable
preferred shares with a par value of (Pounds)0.90 were issued for
(Pounds)1.00. All of the 3,067,000 authorized shares were issued yielding
proceeds of $4,582,098 less associated issue costs of $129,978. A fixed
cumulative dividend was payable at the following rates:

<TABLE>
<S> <C>
1994.................................................................. 5%
1995.................................................................. 6%
1996.................................................................. 7%
Thereafter............................................................ 8%
</TABLE>

F-23
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The shares were redeemable at (Pounds)1.00 per share, including the
(Pounds)0.10 premium per share on the following dates by the holders or
earlier at the option of Brann.

<TABLE>
<CAPTION>
NUMBER
-------
<S> <C>
December 31, 1998................................................. 517,000
December 31, 1999................................................. 850,000
December 31, 2000................................................. 850,000
December 31, 2001................................................. 850,000
</TABLE>

In October 1996, Bounty issued 750,000 shares of fixed cumulative
mandatorily redeemable preferred shares with a par value of (Pounds)1.0 per
share. A fixed cumulative dividend was payable on these preferred shares at 8
percent through December, 1997 increasing to 10 percent thereafter. The shares
were mandatorily redeemable in five equal annual installments beginning March
31, 2003.

Both the Brann and Bounty preferred shares are mandatorily redeemable on
specific dates, do not carry voting rights unless dividends are in arrears,
which has not occurred, and are not convertible into common equity.
Accordingly, the preferred shares are classified as long-term debt obligations
and the dividends, as well as the amortization of associated issue costs and
discounts, are charged as a component of interest expense in the accompanying
consolidated financial statements. Dividends included in interest expense were
$324,784, $366,096 and $456,083 in 1994, 1995 and 1996, respectively.

14. PENSION AND PROFIT-SHARING PLANS:

Brann operates The Brann Retirement Benefits Plan, which is a funded defined
benefit plan available to all employees. The assets of the plan are held
separately from those of Brann and are invested in managed funds principally
comprising equity securities. Plan benefits are based on years of service and
compensation levels at the time of retirement. The funding of the plan is
determined following consultation with actuaries using the projected unit
credit method.

An actuarial valuation of the pension plan is performed on a triennial basis
consistent with regulations governing pensions plans and the accounting
therefor in the United Kingdom. SFAS No. 87 requires an annual valuation of a
plan's assets and liabilities. For purposes of these financial statements, the
actuarial value of the plan's liabilities has been estimated using the
available actuarial valuations and the plan's asset values reflect the actual
market value of those assets at each balance sheet date based on records
maintained by the plan's trustees. The most recent actuarial valuation of the
plan's liabilities was performed as of April 1, 1996. The significant
assumptions used and the funded status of the plan are set out in the tables
below.

Significant Assumptions

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------
1994 1995 1996
------ ------ ------
% % %
------ ------ ------
<S> <C> <C> <C>
Discount rate....................................... 9.0 8.0 8.0
Expected long-term rate of return on plan assets.... 10.0 9.0 9.0
Rate of increase in compensation.................... 7.0 6.0 6.0
</TABLE>

Net Periodic Pension Cost

Net periodic pension cost is determined using the assumptions as of the
beginning of the year and is comprised of the following (in thousands).

F-24
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1994 1995 1996
-------- -------- --------
<S> <C> <C> <C>
Service cost.................................... $ 812 $ 726 $ 1,109
Interest cost on projected benefit obligation... 521 710 875
Actual return on plan assets.................... 935 (1,704) (1,078)
Net amortization of unrecognized net (gain) loss
and deferral of actual return on plan assets... (1,578) 915 125
-------- -------- --------
Net periodic pension cost....................... $ 690 $ 647 $ 1,031
======== ======== ========
</TABLE>

Funded Status

The funded status is determined using the assumption as of the end of the
year and is reflected as follows (in thousands).

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
-------------------
1995 1996
--------- ---------
<S> <C> <C>
Actuarial present value of benefit obligations:
Accumulated and fully vested............................. $ 9,033 $ 11,501
-------- ---------
Accumulated benefit obligation............................. 9,033 11,501
Effect of projected future compensation levels............. 1,918 2,430
-------- ---------
Projected benefit obligation............................... 10,951 13,931
Plan assets at fair value.................................. 9,930 13,777
-------- ---------
Plan assets less than projected benefit obligation......... (1,021) (154)
Unrecognized loss.......................................... 1,206 411
-------- ---------
Prepaid pension cost....................................... $ 185 $ 257
======== =========
</TABLE>

Effective March 1, 1974, American List 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.

Bounty operates two defined contribution pension plans. The assets of the
plans are held in separate trustee administered funds.

SCA has a profit sharing plan which covers substantially all employees.
Contributions are at the discretion of the Company. The Company also has a
401(k) plan for which no employer contribution is made.

Pension and profit sharing costs related to the American List, SCA and
Bounty plans amounted to approximately $252,000, $290,000 and $423,000 for
1994, 1995 and 1996, respectively.

15. RELATED PARTIES:

SCI's headquarters office space is leased from a third party, in which one
of the former limited partners has an ownership interest. Rent paid under this
lease was $355,483, $771,855, and $1,125,542 in 1994, 1995, and 1996,
respectively.

F-25
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

During 1995, SCI advanced $2,725,000 to a stockholder of SMS as evidenced by
a promissory note. The note was non-interest bearing and secured by SMS stock.
This note was distributed to the SMS stockholders, pro rata, on June 30, 1996.

SCI produces a WallBoard(R) for which a publication beneficially owned by
the Original Limited Partner is one of the sponsors. Such publication
participates as a sponsor in exchange for the use by the Company of its
editorial information. Because it is not practicable to estimate the benefit
received by or provided to SCI and the Original Limited Partner, no accounting
recognition has been provided for this transaction in the accompanying
consolidated financial statements.

16. COMPENSATION TO STOCKHOLDERS:

Prior to the Reorganization, SCI's operations were conducted by the
Partnership. SMS, the general partner of the Partnership, paid compensation to
certain officers and employees of the Partnership for services performed for
SMS. The compensation from SMS was in addition to the compensation that these
individuals received from the Partnership. Following consummation of the
Reorganization, these individuals are not performing any comparable duties or
responsibilities for SMS. No such compensation was paid by SMS to these
individuals in 1996 nor is any such compensation expected to be paid in the
future. This non-recurring compensation is included in compensation to
stockholders on the consolidated statement of income for the year ended
December 31, 1995.

Prior to its merger with SCI, the stockholders of MMD received compensation
for services provided to MMD. Following this merger, two of the former
stockholders are not performing comparable duties for MMD. No such
compensation is expected to be paid to these individuals in the future. The
remaining individual has entered into an employment agreement with the Company
which provides for compensation at a reduced level compared to that paid for
the periods presented.

The sole stockholder of SCA has entered into an employment agreement with
the Company, which provides for compensation at a reduced level compared to
that for the periods presented.

17. COMMITMENTS AND CONTINGENCIES:

An officer of one of the acquired Companies was terminated in February 1997,
and the matter is subject to ongoing litigation. Due to changes in fact which
resulted from the acquisition, the Company will record a liability in the
third quarter equal to the expected cost to resolve the matter.

The Company is subject to lawsuits, investigations and claims arising out of
the conduct of its business, including those related to commercial
transactions, contracts, government regulation and employment matters. Certain
claims, suits and complaints have been filed or are pending against the
Company. In the opinion of management, all matters are without merit or are of
such kind, or involve such amounts, as would not have a material effect on the
financial position or results of operations of the Company if disposed of
unfavorably.

The Internal Revenue Service ("IRS") is currently conducting an examination
of MMD's Federal employment tax returns for the years ended December 31, 1992
and 1993. During the course of the examination,

F-26
<PAGE>

SNYDER COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

the IRS has requested documentation from MMD to support MMD's classification
of its field representatives as independent contractors. The Company believes
that it has adequate support for its treatment of field representatives as
independent contractors. In the opinion of management, the resolution of this
matter will not have a material effect on the financial position or results of
operations of the Company, and adequate provision for any potential losses has
been made in the accompanying consolidated financial statements.

18. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED, IN THOUSANDS, EXCEPT PER
SHARE DATA):

The following table summarizes financial data by quarter for the Company for
1995 and 1996, giving effect to the acquisitions as if they had occurred at
the beginning of the earliest period presented.

<TABLE>
<CAPTION>
QUARTER ENDED 1995
--------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 TOTAL
-------- ------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C>
Revenues.................... $34,936 $36,157 $44,659 $53,891 $169,643
Gross profit................ 13,508 11,837 16,719 20,585 62,649
Net income.................. 4,053 2,798 6,775 2,684 16,310
Pro forma net income........ 3,609 2,258 5,284 2,662 13,813
Pro forma net income per
share...................... $ 0.09 $ 0.05 $ 0.13 $ 0.06 $ 0.33
</TABLE>

<TABLE>
<CAPTION>
QUARTER ENDED 1996
--------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 TOTAL
-------- ------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C>
Revenues.................... $50,914 $55,427 $60,864 $68,606 $235,811
Gross profit................ 16,220 16,818 19,603 21,783 74,424
Income before extraordinary
item....................... 3,730 3,162 5,481 4,025 16,398
Net income.................. 3,730 3,162 5,481 2,810 15,183
Pro forma net income before
extraordinary item......... 2,856 2,270 3,406 4,147 12,679
Pro forma net income........ 2,856 2,270 3,406 2,932 11,464
Pro forma net income before
extraordinary item per
share...................... $ 0.07 $ 0.06 $ 0.08 $ 0.09 $ 0.30
Pro forma net income per
share...................... $ 0.07 $ 0.06 $ 0.08 $ 0.06 $ 0.27
</TABLE>

19. SUBSEQUENT EVENT:

On January 17, 1997, the Company acquired Supermarket Communications
Systems, Inc. ("SCS"). SCS provides marketing services through information
centers located in over 7,000 targeted retail outlets. SCS's name will be
changed to Good Neighbor Direct, Inc. ("Good Neighbor"), and the information
centers acquired will be operated by the Company through Good Neighbor. The
purchase price of $4,149,000 was paid in cash.

20. SUBSEQUENT EVENTS (UNAUDITED):

During August 1997, the Company acquired the 90% interest that it did not
already own in American Sampling, Inc. ("ASI"). In 1996, ASI distributed 5.8
million sample packs to expectant and new mothers in over 12,000 locations
throughout the U.S. The total consideration, including the repayment of
assumed debt immediately following the closing, was approximately $4.2 million
in cash.

During August 1997, the Company acquired Halliday Jones Sales Limited
("Halliday Jones"). Halliday Jones has approximately 300 representatives who
provide pharmaceutical detailing services for its clients, including major
pharmaceutical companies. The total consideration paid in connection with the
acquisition, including the repayment of assumed debt immediately following the
closing, was approximately $19.4 million, consisting of 425,478 shares of
Common Stock and approximately $7.4 million in cash.

F-27
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
Brann Holdings Limited:

We have audited the consolidated balance sheets of Brann Holdings Limited
(the Company) and its subsidiaries as of December 31, 1995 and 1996, and the
related consolidated statements of income, changes in stockholders' equity and
cash flows for each of the three years in the period ended December 31, 1996
(not presented separately herein). 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 in the United Kingdom, which do not differ in any material respect
from generally accepted auditing standards in the United States. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements audited by us present
fairly, in all material respects, the financial position of the Company and
its subsidiaries as of December 31, 1995 and 1996, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1996 in conformity with generally accepted accounting
principles in the United States.

Price Waterhouse
Chartered Accountants and Registered
Auditors

Bristol, England
May 30, 1997

F-28
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders
American List Corporation

We have audited the 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-29
<PAGE>

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

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHO-
RIZED BY THE COMPANY, THE SELLING STOCKHOLDERS, THE OVER-ALLOTMENT SELLING
STOCKHOLDERS OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY JURIS-
DICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUN-
DER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT
BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary.................................................................. 3
Risk Factors............................................................. 9
Use of Proceeds.......................................................... 16
Dividend Policy.......................................................... 16
Price Range of Common Stock.............................................. 16
Capitalization........................................................... 17
Selected Financial and Operating Data.................................... 18
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 21
Business................................................................. 28
Management............................................................... 40
Certain Transactions..................................................... 44
Principal Stockholders................................................... 46
Concerning the Stockholders.............................................. 48
Description of Capital Stock............................................. 49
Shares Eligible for Future Sale.......................................... 50
Considerations for Non-United States Holders............................. 53
Plan of Distribution..................................................... 55
Legal Matters............................................................ 57
Experts.................................................................. 57
Available Information.................................................... 57
Index to Financial Statements............................................ F-1
</TABLE>

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

4,500,000 SHARES

[LOGO OF SNYDER COMMUNICATIONS, INC. APPEARS HERE]

COMMON STOCK

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

PROSPECTUS

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

SEPTEMBER 18, 1997

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