<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
Commission Only (as Permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Snyder Communications, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
[LOGO OF SNYDER COMMUNICATIONS, INC. APPEARS HERE]
6903 ROCKLEDGE DRIVE
15TH FLOOR
BETHESDA, MARYLAND 20817
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 6, 1998
----------------
To our stockholders:
Notice is hereby given that the 1998 Annual Meeting of Stockholders of
Snyder Communications, Inc. (the "Company") will be held at the ANA Hotel,
located at 2401 M Street, N.W., Washington, D.C. 20037, on Wednesday, May 6,
1998, at 11:00 a.m., local time, for the following purposes:
1. To elect seven directors of the Company, each to serve for a one-year
term expiring at the Company's 1999 Annual Meeting of Stockholders, and
until his or her respective successor is elected and qualified or until
his or her earlier resignation or removal;
2. To act upon a proposal to amend the Certificate of Incorporation to
increase the authorized shares of Common Stock; and
3. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
Only stockholders of record at the close of business on March 11, 1998 will
be entitled to notice of, and to vote at, the Annual Meeting or any
adjournment or postponement thereof.
By Order of the Board of Directors,
David B. Pauken
Secretary
Dated: April 6, 1998
YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE
POSTAGE-PAID ENVELOPE PROVIDED.
IF YOU DO NOT PLAN TO ATTEND THE MEETING, PLEASE MARK THE APPROPRIATE BOX ON
YOUR PROXY CARD. AN ADMISSION CARD IS INCLUDED IF YOU ARE A STOCKHOLDER OF
RECORD. IF YOUR SHARES ARE HELD IN STREET NAME, AN ADMISSION CARD IN THE FORM
OF A LEGAL PROXY WILL BE SENT TO YOU BY YOUR BROKER. IF YOU DO NOT RECEIVE THE
LEGAL PROXY IN TIME, YOU WILL BE ADMITTED TO THE MEETING BY SHOWING YOUR MOST
RECENT BROKERAGE STATEMENT VERIFYING YOUR OWNERSHIP OF COMMON STOCK.
<PAGE>
[LOGO OF SNYDER COMMUNICATIONS, INC. APPEARS HERE]
6903 ROCKLEDGE DRIVE
15TH FLOOR
BETHESDA, MARYLAND 20817
----------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 6, 1998
----------------
PROXY STATEMENT
----------------
GENERAL INFORMATION
PROXY SOLICITATION
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Snyder Communications, Inc. (the
"Company") for use at the 1998 Annual Meeting of Stockholders (the "Annual
Meeting"), to be held at the ANA Hotel, located at 2401 M Street, N.W.,
Washington, D.C. 20037, on Wednesday, May 6, 1998, at 11:00 a.m., local time.
The purpose of the Annual Meeting and the matters to be acted upon are set
forth in the accompanying Notice of Annual Meeting.
The Company has mailed its Annual Report to Stockholders for the year ended
December 31, 1997, immediately prior to mailing this Proxy Statement and the
enclosed proxy, to stockholders entitled to vote at the Annual Meeting. The
Annual Report to Stockholders does not form any part of the material for the
solicitation of proxies.
The Company will pay the cost of all proxy solicitation. In addition to the
solicitation of proxies by use of the mails, officers and other employees of
the Company and its subsidiaries may solicit proxies by personal interview,
telephone, telecopy and telegram. None of these individuals will receive
compensation for such services, which will be performed in addition to their
regular duties. The Company also has made arrangements with brokerage firms,
banks, nominees and other fiduciaries to forward proxy solicitation material
for shares held of record by them to the beneficial owners of such shares. The
Company will reimburse such persons for their reasonable out-of-pocket
expenses in forwarding such material.
This Proxy Statement and the enclosed proxy are first being mailed to the
Company's stockholders on or about April 6, 1998.
VOTING AND REVOCABILITY OF PROXIES
A proxy for use at the Annual Meeting and a return envelope are enclosed.
Shares of common stock of the Company, par value $.001 (the "Common Stock"),
outstanding as of the record date for the Annual Meeting and represented by a
properly executed proxy, if such proxy is timely received and not revoked,
will be voted at the Annual Meeting in accordance with the instructions
indicated in such proxy. If no instructions are indicated, such shares will be
voted "FOR" the election of the seven nominees for director named in the
proxy. Discretionary authority is provided in the proxy as to any matters not
specifically referred to therein. Management is not aware of any other matters
which are likely to be brought before the Annual Meeting. If any such matters
properly come before the Annual Meeting, however, the persons named in the
proxy are fully authorized to vote thereon in accordance with their judgment
and discretion.
A stockholder who has given a proxy may revoke it at any time prior to its
exercise at the Annual Meeting by (1) giving written notice of revocation to
the Secretary of the Company, (2) properly submitting to the Company a duly
executed proxy bearing a later date or (3) voting in person at the Annual
Meeting. All written notices of revocation or other communications with
respect to revocation of proxies should be addressed as follows: Snyder
Communications, Inc., 6903 Rockledge Drive, 15th Floor, Bethesda, Maryland
20817, Attention: Corporate Secretary.
<PAGE>
VOTING PROCEDURE
All holders of record of the Common Stock of the Company at the close of
business on March 11, 1998 (the "Record Date") will be eligible to vote at the
Annual Meeting. Each holder of Common Stock is entitled to one vote at the
Annual Meeting for each share held by such stockholder on the Record Date. As
of the Record Date, there were 56,760,836 shares of Common Stock outstanding.
The presence, in person or by proxy, of a majority of the outstanding shares
of Common Stock entitled to vote at the Annual Meeting will constitute a
quorum for the transaction of business. Votes cast in person or by proxy,
abstentions and broker non-votes (as hereinafter defined) will be tabulated by
the inspectors of election and will be considered in the determination of
whether a quorum is present at the Annual Meeting. The inspectors of election
will treat shares represented by executed proxies which abstain from voting as
shares that are present and entitled to vote for purposes of determining
whether a matter is approved. If, with respect to any shares of Common Stock,
a broker or other nominee submits a proxy indicating that instructions have
not been received from the beneficial owners or the persons entitled to vote,
and that such broker or other nominee does not have discretionary authority to
vote such shares (a "broker non-vote") on Proposals 1 or 2, those shares will
not be treated as present and entitled to vote at the Annual Meeting for
purposes of determining whether Proposals 1 or 2 are approved at the meeting.
2
<PAGE>
SECURITY OWNERSHIP
The information set forth below regarding beneficial ownership of the Common
Stock has been presented in accordance with rules of the Securities and
Exchange Commission and is not necessarily indicative of beneficial ownership
for any other purpose. Under such rules, beneficial ownership of Common Stock
includes any shares as to which a person has the sole or shared voting power
or investment power and also any shares that a person has the right to acquire
within 60 days of the date set forth below through the exercise of any stock
option or other right ("currently exercisable options").
SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL
OWNERS
The following table sets forth, as of March 11, 1998 (except as otherwise
noted), information regarding the beneficial ownership of the Common Stock by
(a) each director and each nominee for election to the Board of Directors of
the Company, (b) each of the executive officers of the Company named in the
Summary Compensation Table under "Executive Compensation," (c) all persons
known to the Company to be the beneficial owner of more than 5% of the Common
Stock and (d) all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP OF CLASS(1)
------------------------ ----------------- -----------
<S> <C> <C>
Daniel M. Snyder(2)............................. 9,604,624 16.9%
Michele D. Snyder(3)............................ 3,341,972 5.9
Mortimer B. Zuckerman and MBZ Trust of 1996(4).. 4,860,236 8.6
Fred Drasner(5)................................. 2,350,606 4.1
Philip Guarascio(6)............................. 6,250 *
Mark E. Jennings(7)............................. 10,850 *
A. Clayton Perfall(8)........................... 200,000 *
Ark Asset Management Co., Inc.(9)............... 3,075,000 5.4
All directors, director nominees and executive
officers as a group (7 persons)(10)............ 20,374,538 35.8
</TABLE>
- --------
* Denotes less than 1%.
(1) Based upon 56,760,836 shares of Common Stock outstanding as of March 11,
1998.
(2) Includes 2,475,000 shares held by D.M.S. Endowment, LLC ("Endowment"), a
limited liability company of which Daniel M. Snyder and Michele D. Snyder
are the members. All of the 3,675,000 shares of Common Stock held by
Endowment, including the 2,475,000 shares beneficially owned by Mr.
Snyder, are subject to a forward purchase contract (the "Endowment
Contract") entered into by Endowment with the Snyder STRYPES Trust, a
Delaware business trust (the "Trust"). Pursuant to the Endowment
Contract, on November 15, 2000 (the "Exchange Date"), Endowment shall be
obligated to deliver to the Trust certain shares of Common Stock owned by
Endowment and subject to the Endowment Contract. To the extent that the
value of the Common Stock appreciates between the date of the Endowment
Contract and the Exchange Date, the sale requirement is reduced pursuant
to a formula contained in the Endowment Contract. Prior to the Exchange
Date, Endowment retains voting and dividend rights with respect to the
shares that are the subject of the Endowment Contract. Pursuant to
Endowment's limited liability company operating agreement (the "Endowment
Operating Agreement"), Mr. Snyder retains voting and investment control
over the 2,475,000 shares of Common Stock contributed by him to
Endowment. Pursuant to the Endowment Contract, Endowment may deliver up
to 3,675,000 shares of Common Stock. Endowment's obligation to deliver
shares of Common Stock under the Endowment Contract may be settled in
cash, at Endowment's option, in whole or in part, by delivering to the
Trust on the business day immediately
3
<PAGE>
preceding the Exchange Date for distribution to the holders of the
securities issued by the Trust (the "STRYPES") on the Exchange Date, in
lieu of the number of shares of Common Stock otherwise deliverable in
respect of which an election to exercise the cash settlement option is
made, cash in an amount equal to the value of such shares at the price as
determined by the formula in the Endowment Contract. The address of Mr.
Snyder and Endowment is 6903 Rockledge Drive, 15th Floor, Bethesda,
Maryland 20817.
(3) Includes 1,200,000 shares held by Endowment. All of the 3,675,000 shares
of Common Stock held by Endowment, including the 1,200,000 shares
beneficially owned by Ms. Snyder, are subject to the Endowment Contract.
Pursuant to the Endowment Contract, on the Exchange Date, Endowment shall
be obligated to deliver to the Trust certain shares of Common Stock owned
by Endowment and subject to the Endowment Contract. To the extent that
the value of the Common Stock appreciates between the date of the
Endowment Contract and the Exchange Date, the sale requirement is reduced
pursuant to a formula contained in the Endowment Contract. Prior to the
Exchange Date, Endowment retains voting and dividend rights with respect
to the shares that are the subject of the Endowment Contract. Pursuant to
the Endowment Operating Agreement, Ms. Snyder retains voting and
investment control over the 1,200,000 shares of Common Stock contributed
by her to Endowment. Pursuant to the Endowment Contract, Endowment may
deliver up to 3,675,000 shares of Common Stock. Endowment's obligation to
deliver shares of Common Stock under the Endowment Contract may be
settled in cash, at Endowment's option, in whole or in part, by
delivering to the Trust on the business day immediately preceding the
Exchange Date for distribution to the holders of the STRYPES on the
Exchange Date, in lieu of the number of shares of Common Stock otherwise
deliverable in respect of which an election to exercise the cash
settlement option is made, cash in an amount equal to the value of such
shares at the price as determined by the formula in the Endowment
Contract. Ms. Snyder's address is 6903 Rockledge Drive, 15th Floor,
Bethesda, Maryland 20817.
(4) Consists of shares held by USN College Marketing, L.P. ("College
Marketing") (a limited partnership in which USN College Marketing, Inc.
("USN Inc.") is the general partner and Fred Drasner is the sole limited
partner) and attributable to USN Inc.'s general partnership interest in
College Marketing. USN Inc. is owned one third by Mortimer B. Zuckerman
and two thirds by the MBZ Trust of 1996, for which an outside person acts
as the Trustee. Mr. Zuckerman is the sole director of USN Inc. 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.
(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
limited partner in College Marketing and (iii) 800,000 shares
beneficially owned by Mr. Drasner as a result of his ownership of F.D.
Sutton, LLC ("Sutton") a limited liability company of which Mr. Drasner
is the sole member. Of the shares of Common Stock beneficially owned by
Mr. Drasner, 300,000 of the shares of Common Stock held by College
Marketing and all 800,000 shares of Common Stock held by Sutton are
subject to forward purchase contracts (the "Drasner Contracts") entered
into by College Marketing and Sutton with the Trust. Pursuant to the
Drasner Contracts, on the Exchange Date, College Marketing and Sutton
shall be obligated to deliver to the Trust certain shares of Common Stock
beneficially owned by Mr. Drasner through College Marketing and Sutton
and subject to the Drasner Contracts. To the extent that the value of the
Common Stock appreciates between the date of the Drasner Contracts and
the Exchange Date, the sale requirement is reduced pursuant to a formula
contained in the Drasner Contracts. Prior to the Exchange Date, College
Marketing and Sutton retain voting and dividend rights with respect to
the shares that are subject to the Drasner Contracts. Pursuant to the
Drasner Contracts, College Marketing and Sutton may deliver up to a total
of 1,100,000 shares of Common Stock. College Marketing's and Sutton's
obligations to deliver shares of Common Stock under the Drasner Contracts
may be settled in cash, at the option of those respective entities, in
whole or in part, by delivering to the Trust on the business day
immediately preceding the Exchange Date for distribution to the holders
of the
4
<PAGE>
STRYPES on the Exchange Date, in lieu of the number of shares of Common
Stock otherwise deliverable in respect of which an election to exercise the
cash settlement option is made, cash in an amount equal to the value of
such shares at the price as determined by the formula in the Drasner
Contracts.
(6) Consists of shares of Common Stock issuable upon exercise of currently
exercisable options.
(7) Includes 6,250 shares of Common Stock issuable upon exercise of currently
exercisable options.
(8) Consists of shares of Common Stock issuable upon exercise of currently
exercisable options.
(9) Ownership is as reported on Schedule 13G of Ark Asset Management Co.,
Inc. and is as of December 31, 1997. Ark's address is One New York Plaza,
29th Floor, New York, New York 10004.
(10) Includes 212,500 shares of Common Stock issuable upon exercise of
currently exercisable options. In calculating the percent of class, it
was assumed that each person in the group exercised all of his currently
exercisable options, but that no other individuals or entities exercised
theirs.
5
<PAGE>
ELECTION OF DIRECTORS
(PROPOSAL 1)
NOMINEES FOR ELECTION AS DIRECTORS
The Certificate of Incorporation and Bylaws of the Company provide that
directors shall be elected at the annual meeting of stockholders. The number
of directors constituting the full Board of Directors currently is fixed at
seven directors.
Seven nominees are named in this Proxy Statement. If elected, each of the
directors will serve for a one year term expiring at the 1999 annual meeting
or at his or her earlier resignation or removal. The Board of Directors has
nominated the seven incumbent directors for election to the Board: Daniel M.
Snyder, Michele D. Snyder, A. Clayton Perfall, Mortimer B. Zuckerman, Fred
Drasner, Philip Guarascio and Mark E. Jennings.
Approval of the election of each of the nominees as directors of the Company
requires the affirmative vote of a plurality of the votes cast at the Annual
Meeting. In the event that any nominee should become unable or unwilling to
serve as a director, it is the intention of the persons named in the proxy to
vote for the election of such substitute nominee for election as a director of
the Company as the Board of Directors may recommend. It is not anticipated
that any nominee will be unable or unwilling to serve as a director.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE
COMPANY VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES TO SERVE AS DIRECTORS
OF THE COMPANY FOR THE TERM INDICATED.
Biographical information concerning each of the director nominees is
presented on the following pages. Each of the directors has served on the
Board since 1996.
<TABLE>
<CAPTION>
NAME AGE(1)
---- ------
<S> <C>
Daniel M. Snyder.................................................. 33
Michele D. Snyder................................................. 35
A. Clayton Perfall................................................ 39
Mortimer B. Zuckerman............................................. 60
Fred Drasner...................................................... 54
Philip Guarascio.................................................. 56
Mark E. Jennings.................................................. 35
</TABLE>
- --------
(1) As of March 11, 1998.
Daniel M. Snyder, Chairman of the Board and a founder of the Company, has
served as the Chief Executive Officer of the Company and its predecessors
since the Company was founded in 1987.
Michele D. Snyder, a founder of the Company, has been with the Company since
its inception, and currently serves as the Vice Chairman, President and 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 LLP ("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.
6
<PAGE>
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 U.S. News & World Report,
L.P. 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 U.S. News & World Report, L.P. from 1985 to February
1997 and Chief Executive Officer of U.S. News & World Report, L.P. 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 and a member of the Audit and Compensation
Committees of the Company, has been a Vice President of General Motors
Corporation since July 1994, where is he primarily responsible for worldwide
advertising resource management, managing consolidated media 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 and a member of the Audit and Compensation
committees 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 board
of directors of Scientific Games, Inc.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors held 12 meetings during 1997. During 1997, each
director attended at least 75% of the aggregate of the total number of
meetings of the Board and the total number of meetings held by all committees
of the Board on which he or she served.
The Board of Directors 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. During 1997, the Audit Committee
held two meetings. The Audit Committee is responsible for recommending to the
Board of Directors 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 with legal requirements.
The Compensation Committee, which was established in March 1997, currently
consists 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 1996 Stock Incentive Plan (the "Stock Option Plan") for all
employees of the Company at or above the rank of Senior Vice President. During
1997, the Compensation Committee did not meet, and the Board of Directors
7
<PAGE>
established the general compensation policies of the Company and the specific
compensation of its executive officers.
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 of the Company upon their election to the Board
of Directors in December 1996, in lieu of directors' fees.
EXECUTIVE OFFICERS
Executive officers of the Company serve at the pleasure of the Board of
Directors and are elected by the Board of Directors annually for a term
expiring upon the election and qualification of their respective successors,
or their earlier resignation or removal. See "Election of Directors" for
biographical information concerning the executive officers.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Daniel M. Snyder........ 33 Chairman of the Board of Directors and Chief Executive Officer
Michele D. Snyder....... 35 Vice Chairman, President and Chief Operating Officer and Director
A. Clayton Perfall...... 39 Chief Financial Officer and Director
</TABLE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid to the Company's Chief
Executive Officer and to each of the other executive officers of the Company
(the "Named Executive Officers") with respect to 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------- -----------------------
AWARDS
----------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
SALARY BONUS COMPENSATION OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- --------------------------- ---- ------- ------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Daniel M. Snyder......... 1997 300,000 -- -- -- --
Chairman of the Board of
Directors and 1996 300,000 100,000 -- -- --
Chief Executive Officer
Michele D. Snyder........ 1997 200,000 -- -- -- --
Vice Chairman, President
and 1996 200,000 100,000 -- -- --
Chief Operating Officer
A. Clayton Perfall....... 1997 300,000 50,000 -- 200,000 --
Chief Financial Officer 1996 79,612 -- -- 400,000 --
</TABLE>
8
<PAGE>
STOCK OPTION GRANTS IN 1997
The following table sets forth information concerning all stock options
granted during 1997 to the Named Executive Officers. No stock options were
awarded to Daniel M. Snyder or Michele D. Snyder during 1997. As of the date
of this Proxy Statement, the Company has not granted any stock appreciation
rights ("SARs") or restricted stock awards.
OPTION GRANTS IN 1997
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------
POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED
SECURITIES PERCENT OF ANNUAL RATE OF STOCK
UNDERLYING TOTAL PRICE APPRECIATION
OPTIONS OPTIONS EXERCISE OR FOR OPTION TERM(3)
GRANTED GRANTED TO BASE PRICE EXPIRATION ---------------------
NAME (#)(1) EMPLOYEES ($/SHARE)(2) DATE 5% 10%
---- ---------- ---------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
A. Clayton Perfall...... 200,000 3.5% $20.625 4/25/07 $2,594,190 $6,574,188
</TABLE>
- --------
(1) One-fourth of each option vests on each of the first, second, third and
fourth anniversaries of the option grant date.
(2) The exercise price may be paid in cash, in shares of Common Stock valued
at fair market value on the exercise date, or in a combination of cash and
shares.
(3) The hypothetical potential appreciation shown in these columns reflects
the required calculations at annual assumed appreciation rates of 5% and
10%, as set by the Securities and Exchange Commission, and therefore is
not intended to represent either historical appreciation or anticipated
future appreciation of the Common Stock.
The following table sets forth information concerning the number and value
of unexercised stock options at December 31, 1997.
AGGREGATED OPTION EXERCISES IN 1997 AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ON EXERCISE VALUE OPTIONS AT FISCAL YEAR END (#) AT FISCAL YEAR-END ($)
NAME (#) REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(2)
---- ----------- ---------- ------------------------------ ----------------------------
<S> <C> <C> <C> <C>
A. Clayton Perfall...... 100,000 $1,395,000(1) 150,000/350,000 $2,925,000/$6,100,000
</TABLE>
- --------
(1) Based on an exercise price of $17.00 per share for all 100,000 options
exercised and a fair market value at time of sale of $31.25 for 60,000 of
the shares of Common Stock and $30.50 for 40,000 of the shares of Common
Stock.
(2) Based on a fair market value of $36.50 at December 31, 1997.
EXECUTIVE EMPLOYMENT CONTRACTS
The Company has entered into employment agreements with each of the
executive officers named in the Summary Compensation table above. The
Company's employment agreement with Mr. Perfall provides that the Company will
employ him on an "at will" basis. The base salary for Mr. Perfall for 1997 was
$300,000. The employment agreement between the Company and Mr. Perfall also
provides for incentive bonuses based on attaining specific performance
criteria. This agreement also includes a non-competition commitment during the
term of the agreement and for a period of 18 months after termination of the
agreement and contains non-competition and confidentiality commitments, non-
solicitation of employee and customer provisions, and assignment of work
product agreements. In addition, the Company agreed in the agreement to grant
to Mr. Perfall non-qualified stock options to acquire Common Stock at the time
of the initial public offering in 1996.
9
<PAGE>
The Company also has entered into employment agreements with Mr. Snyder and
Ms. Snyder, which were 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 1997 base salaries for Mr. Snyder and for Ms. Snyder were
$300,000 and $200,000 per year, respectively. The agreements with Mr. Snyder
and Ms. Snyder also provide for incentive bonuses based on attaining
performance criteria to be established by the Compensation Committee or the
Board of Directors, and include a non-competition commitment during the term
of the agreement, confidentiality commitments, non-solicitation of employee
and customer provisions, and assignment of work product agreements.
The Company also has entered into employment agreements with other officers
of the Company. These agreements generally include certain non-competition
agreements, confidentiality commitments, nonsolicitation of employee
provisions and assignment of work product agreements.
REPORT OF THE BOARD OF DIRECTORS OF SNYDER COMMUNICATIONS, INC.
ON EXECUTIVE COMPENSATION
In accordance with the rules of the Securities and Exchange Commission, the
Board of Directors of the Company offers this report regarding its executive
compensation policy and compensation program for the Chief Executive Officer
and other executive officers of the Company in effect for 1997. This report,
as well as the Performance Graph on page 13, are not soliciting materials, are
not deemed filed with the Securities and Exchange Commission and are not
incorporated by reference in any filing of the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), whether made before or after the date of this Proxy
Statement and irrespective of any general incorporation language in any such
filing.
During 1997, the Board of Directors established the general compensation
policies of the Company and the specific compensation of its executive
officers including its Chief Executive Officer. The Board of Directors also
administered the Company's Stock Option Plan during 1997 for the Company's
officers and key employees.
EXECUTIVE COMPENSATION POLICY
During 1997, in setting executive compensation, the objective of the Board
of Directors was to attract, retain and motivate highly qualified employees
and executive officers who contribute to growth in stockholder value over
time. To accomplish this objective, the Board of Directors seeks to provide
strong financial incentives to the Company's executive officers, at a
reasonable cost to the Company and its stockholders. Compensation currently
consists principally of salary, annual performance-based bonuses and stock
options granted under the Company's Stock Option Plan. In establishing certain
components of compensation, the Board of Directors seeks to provide the
Company's executive officers with a strong financial incentive aligned with
the business objectives and performance of the Company, thereby reflecting the
interests of the Company's stockholders. During the year ended December 31,
1997, the Company's share price increased by over 35%.
EXECUTIVE OFFICER COMPENSATION
During 1997, the Company's compensation for its executive officers consisted
principally of salary, bonus and stock options. In setting base salaries for
1997, the Board of Directors used a subjective evaluation process considering
the performance of the Company, the officer's position, level and scope of
responsibility, as well as the recommendations of management with respect to
base salary for such executive officer. The Board of Directors also sought to
set salaries at levels that, in the opinion of the members of the Board,
approximate the salary levels for international marketing solutions providers
that are comparable to the Company. In addition, certain of the Company's
executive officers have employment agreements that establish a base salary,
subject to such increases as may be approved by the Board of Directors or the
Compensation Committee of the Company. See "Executive Compensation--Executive
Employment Contracts."
10
<PAGE>
Bonuses are awarded principally on the basis of the Company's performance
during the period and on the Board of Directors's assessment of the extent to
which the executive officer contributed to the overall profitability of the
Company or a particular operating division of the Company for a specific
period. In awarding performance-based bonuses, the Board of Directors during
1997 sought to set such bonuses at a level that would provide executive
officers eligible to receive such bonuses with a strong incentive to
contribute to the success and profitability of the Company. During 1997, a
total of $50,000 was paid in bonuses to an executive officer of the Company.
In a further attempt to link compensation to the long-term performance of
the Company, in September 1996 the Company adopted the Stock Option Plan. In
1997, option awards were made based principally on the recommendations of
management. All of the options granted under the Stock Option Plan in 1997
were non-qualified stock options with an exercise price that was equal to the
fair market value of the Common Stock on the option grant date. Generally, the
options granted under the Stock Option Plan vest ratably over a four-year
period on the anniversary date of the option grant date. Under the Stock
Option Plan, an aggregate of 200,000 stock options were granted to an
executive officer of the Company during 1997.
CHIEF EXECUTIVE OFFICER COMPENSATION
During 1996, the Company entered into an Employment Agreement with Daniel M.
Snyder, the Company's Chief Executive Officer. Mr. Snyder's Employment
Agreement provides that his base salary for 1997 is $300,000. Under Mr.
Snyder's Employment Agreement, he also is eligible to receive such bonuses as
may be awarded from time to time by the Compensation Committee or the Board of
Directors. Mr. Snyder did not receive a bonus with respect to 1997. In the
subjective view of the Board of Directors, Mr. Snyder's base salary is roughly
comparable to, or below, the median base salary and bonus awarded by
comparable companies to their Chief Executive Officers. Further, the Board of
Directors believes that such compensation is reasonable in light of the
significant and material contributions of Mr. Snyder to the day-to-day
business operations of the Company, acquisitions by the Company and the
consummation in 1997 of the Company's follow-on offering and other financing
activities. The Board of Directors did not make any stock option or other
stock-based incentive awards to Mr. Snyder during 1997. The Board of Directors
determined that, given Mr. Snyder's substantial beneficial ownership of the
Company's Common Stock, his long-term interests in the performance and
profitability of the Company are aligned with those of other stockholders and,
accordingly, no additional financial or stock-based incentives were warranted.
POTENTIAL EFFECT OF SECTION 162(M) OF THE INTERNAL REVENUE CODE
Section 162(m) of the Internal Revenue Code generally sets a limit of $1
million on the amount of compensation paid to executive employees (other than
enumerated categories of compensation, including performance-based
compensation) that may be deducted by a publicly held company. It is the
policy of the Board of Directors to seek to qualify executive compensation for
deductibility to the extent that such policy is consistent with the Company's
overall objectives and executive compensation policy. Compensation
attributable to stock options granted under the Company's Stock Option Plan
currently is excluded from the $1 million limit as "qualified performance-
based compensation" under the applicable regulations of the U.S. Department of
the Treasury. None of the Company's executive officers received compensation
in 1997 in excess of the limits imposed under Section 162(m).
THE BOARD OF DIRECTORS:
Daniel M. Snyder
Michele D. Snyder
A. Clayton Perfall
Mortimer B. Zuckerman
Fred Drasner
Philip Guarascio
Mark E. Jennings
11
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1997, the Board of Directors was responsible for the establishment of
the general compensation policies of the Company. Throughout 1997, Daniel M.
Snyder, the Chief Executive Officer of the Company, Michele D. Snyder, the
President and Chief Operating Officer of the Company, and A. Clayton Perfall,
the Chief Financial Officer of the Company, also served as directors of the
Company. Each of these executive officers absented himself or herself from all
of the discussions relating to, and abstained from voting on, resolutions
concerning his or her own compensation.
In addition, Mortimer B. Zuckerman, a director and greater than 5%
beneficial owner of the Common Stock of the Company, and Fred Drasner, a
director of the Company, are the beneficial owners of U.S. News & World
Report, L.P. and Applied Printing Technologies, L.P. ("APT"), and beneficially
own approximately 27.8% of the common stock of Applied Graphics Technologies,
Inc. ("AGT"). In addition, Mr. Zuckerman is the Chairman of the Board of
Directors of and beneficially owns 11.2% of the common stock of Boston
Properties, Inc. ("Boston Properties"). Mr. Zuckerman is the Chairman of U.S.
News & World Report, L.P., Editor-in-Chief of U.S. News & World Report, and
Chairman of the Board of Directors of AGT. Mr. Drasner is the Chief Executive
Officer of U.S. News & World Report, L.P., Chairman and Chief Executive
Officer of APT, and Chairman and Chief Executive Officer and a director of
AGT.
The following is a description of certain transactions between the Company
and entities beneficially owned by certain directors and an executive officer
of the Company.
Services. The Company produces a WallBoard(R) sponsored by U.S. News & World
Report, a publication beneficially owned by Mortimer B. Zuckerman and Fred
Drasner, directors of the Company. The Company received $2 million from U.S.
News & World Report, L.P. for its sponsorship of the WallBoard(R) during 1997.
Related Party Leases. The Company leases its Bethesda, Maryland headquarters
from a limited partnership controlled by Boston Properties. The amount paid to
the affiliate of Boston Properties during 1997 was $2.4 million. The Company
believes that the terms of the lease at the time the lease was entered into
were no less favorable to the Company than those that could be obtained from
another lessor. Additionally, the Company periodically uses a corporate
airplane of a company owned by Daniel M. Snyder, the Company's Chairman and
Chief Executive Officer. From January through November 1997, the Company used
the corporate airplane at a cost of $.82 per mile. In December 1997, the
Company entered into an arrangement to pay a flat fee of $60,000 per month for
its use of the airplane. During 1997, payments from the Company with respect
to the airplane totaled approximately $421,000.
Arrangements With Applied Graphics Technologies, Inc. and Applied Printing
Technologies, L.P. In September and December 1997, the Company, entered into
two licensing agreements with AGT both of which are for the use of software
supporting AGT's Digital Portrait Studio System(R). The licenses, which are
perpetual, except for specified events of default, permit the Company and any
of its subsidiaries and affiliates to use the software in connection with
digital photographs of newborns in hospitals in Continental Europe and in the
United Kingdom. The Company paid license fees of $2 million in connection with
both of the licensing agreements, and paid approximately $500,000 for certain
equipment associated with use of the licensed software. The Company also
purchased printing services from APT, a commercial printing concern, for the
printing of the Company's WallBoards(R) in 1997. The Company paid
approximately $99,500 to APT in connection with these services.
12
<PAGE>
STOCKHOLDER RETURN PERFORMANCE GRAPH
The following graph and table show the cumulative total stockholder return
on the Company's Common Stock compared to the Standard & Poor's 500 Stock
Index and a self-constructed peer group index since the Company's initial
public offering in September 1996. The peer group index is composed of Cendant
Corporation (formerly CUC International, Inc.) and Quintiles Transnational
Corporation, which are public companies in the international marketing
solutions provider industry. The total stockholder return on each company
included in the peer group index has been weighted according to such company's
capitalization as of the beginning of each period. The graph assumes $100 was
invested on September 26, 1996 in (1) the Company's Common Stock, (2) the
Standard & Poor's 500 Stock Index (the "S&P 500 Index") and (3) the
international marketing solutions provider industry peer group index, and
assumes reinvestment of dividends.
COMPARISON OF 15 MONTH CUMULATIVE TOTAL RETURN*
AMONG SNYDER COMMUNICATIONS, INC., THE S & P 500 INDEX
AND A PEER GROUP
[LINE GRAPH APPEARS HERE]
* $100 INVESTED ON 9/25/96 IN STOCK OR INDEX-
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
CUMULATIVE STOCKHOLDER RETURN
<TABLE>
<CAPTION>
LAST TRADING DATE IN
INITIAL PUBLIC OFFERING ---------------------
9/26/96 1996 1997
----------------------- ---------- ----------
<S> <C> <C> <C>
Snyder Communications, Inc. ..... $100 $ 159 $ 215
S&P 500 Index.................... $100 $ 109 $ 145
Industry Peer Group.............. $100 $ 96 $ 131
</TABLE>
13
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers and persons who own more than 10% of a registered class of
the Company's equity securities to file with the Securities and Exchange
Commission and the New York Stock Exchange initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. In addition, under Section 16(a), trusts for which a reporting
person is a trustee and a beneficiary (or for which a member of his immediate
family is a beneficiary) may have a separate reporting obligation with regard
to ownership of the Common Stock and other equity securities of the Company.
Such reporting persons are required by rules of the Securities and Exchange
Commission to furnish the Company with copies of all Section 16(a) reports
they file. Based solely upon a review of Section 16(a) reports furnished to
the Company for 1997, or written representations that no other reports were
required, the Company believes that all directors, executive officers and each
beneficial owner of more than 10% of the Common Stock of the Company timely
filed all reports required by Section 16(a) of the Exchange Act.
AMENDMENT OF CERTIFICATE OF INCORPORATION
(PROPOSAL 2)
On March 12, 1998, the Board of Directors adopted resolutions approving,
declaring advisable and recommending adoption by the stockholders of an
amendment (the "Proposed Amendment") to the Company's Certificate of
Incorporation. The complete text of the Proposed Amendment is set forth in
Exhibit A to this Proxy Statement, and the stockholders are urged to review it
together with the following information, which is qualified in its entirety by
Exhibit A.
The Board of Directors proposes that Article IV of the Company's Certificate
of Incorporation be amended to increase the number of authorized shares of the
Company's Common Stock to 400,000,000 from 120,000,000.
The Board of Directors believes that an increase in the number of authorized
shares of Common Stock to 400,000,000 is desirable in order that a sufficient
number of shares will be available for issue from time to time if needed for
such corporate purposes as may be deemed appropriate by the Board. These
corporate purposes might include for example, the acquisition by the Company
of other companies or assets, the issuance of stock under the Company's 1996
Stock Incentive Plan (the "Stock Option Plan") and the declaration of stock
splits or stock dividends.
The Company has no specific plans or commitments for the issuance of the
additional shares of common stock proposed to be authorized, other than the
issuance of stock under the Stock Option Plan.
The affirmative vote of the holders of a majority of the shares of Common
Stock outstanding is required to adopt the Proposed Amendment. Unless
otherwise instructed, properly executed proxies which are returned will be
voted in favor of the Proposed Amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT.
14
<PAGE>
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Pursuant to rules of the Securities and Exchange Commission, in order for
stockholder proposals to be presented at the 1999 Annual Meeting of
Stockholders, such proposals must be received by the Secretary of the Company
at the Company's principal office in Bethesda, Maryland no later than December
7, 1998.
By Order of the Board of Directors,
David B. Pauken
Secretary
Dated: April 6, 1998
STOCKHOLDERS ARE REMINDED TO SIGN AND DATE THE ENCLOSED PROXY AND MAIL IT
PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED.
15
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Snyder Communications, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,
Does Hereby Certify:
First: That by means of a written consent in lieu of a meeting of the Board
of Directors of Snyder Communications, Inc. resolutions were duly adopted
setting forth a proposed amendment to the Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and resolving to submit
said amendment to the stockholders of said corporation at the annual meeting
of said corporation for consideration thereof. The resolution setting forth
the proposed amendment is as follows:
Resolved, that the Certificate of Incorporation of the Corporation be
amended by changing the Article thereof numbered IV so that, as amended, said
article shall be and read as follows:
CAPITAL STOCK
The Corporation shall have the authority to issue a total of 405,000,000
shares of capital stock, each with a par value of $0.001, consisting of
400,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock.
Second: That, thereafter, the annual meeting of the stockholders of said
corporation was duly held, upon notice in accordance with Section 222 of the
General Corporation Law of the State of Delaware at which meeting the
necessary number of shares as required by statute voted in favor of the
amendment.
Third: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
Fourth: That the capital of said corporation shall not be reduced under or
by reason of such amendment.
A-1
<PAGE>
IN WITNESS WHEREOF, Snyder Communications, Inc. has caused this certificate
to be signed by Daniel M. Snyder, its Chairman of the Board of Directors and
Chief Executive Officer and David B. Pauken, its Secretary this _______ day of
_______, 1998.
BY: _______________________
Daniel M. Snyder, Chairman of the Board of Directors and Chief Executive
Officer
ATTEST: ______________________
David B. Pauken, Secretary
<PAGE>
FRONT APPENDIX 1
- --------------------------------------------------------------------------------
PROXY
SNYDER COMMUNICATIONS, INC.
6903 ROCKLEDGE DRIVE, 15TH FLOOR
BETHESDA, MD 20817
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints A. Clayton Perfall and David B. Pauken as
proxies, each with the power to appoint his or her substitute, and hereby
authorizes them to represent and to vote as designated on the reverse side
of this card, all of the shares of Common Stock of Snyder Communications,
Inc. held of record by the undersigned on March 11, 1998 at the Annual
Meeting of Stockholders to be held on May 6, 1998, or any adjournment
thereof.
(TO BE SIGNED ON REVERSE SIDE.)
- --------------------------------------------------------------------------------
<PAGE>
BACK
PLEASE RETAIN THIS ADMISSION TICKET
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
OF
SNYDER COMMUNICATIONS, INC.
WEDNESDAY, MAY 6, 1998
11:00 A.M., LOCAL TIME
THE ANA HOTEL
2401 M STREET, N.W.
WASHINGTON, D.C. 20037
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS MEETING, WHETHER OR
NOT YOU ATTEND THE MEETING IN PERSON. TO MAKE SURE YOUR SHARES ARE REPRESENTED,
WE URGE YOU TO COMPLETE AND MAIL THE PROXY CARD BELOW.
IF YOU PLAN TO ATTEND THE 1998 ANNUAL MEETING OF STOCKHOLDERS, PLEASE MARK
THE APPROPRIATE BOX ON THE PROXY CARD BELOW.
PRESENT THIS TICKET TO THE SNYDER COMMUNICATIONS, INC. REPRESENTATIVE AT THE
ENTRANCE TO THE MEETING ROOM.
- --------------------------------------------------------------------------------
Please
mark your
[X] votes as
in this
example.
<TABLE>
<S> <C> <C> <C>
FOR all WITHHOLD AUTHORITY
nominees to vote all nominees
listed at right listed at right
1. ELECTION OF
DIRECTORS [_] [_] Nominees: Daniel M. Snyder
Michele D. Snyder
A. Clayton Perfall
Mortimer B. Zuckerman
INSTRUCTION: To withhold authority to vote Fred Drasner
for any individual nominee strike a line Philip Guarascio
through the nominee's name in the list Mark E. Jennings
at right.
</TABLE>
FOR AGAINST ABSTAIN
2. Amendment of Certificate
of Incorporation [_] [_] [_]
3. In their discretion, the proxies are authorized to vote on such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED
ENVELOPE.
Do you plan to attend the
Annual Meeting?
YES NO
[_] [_]
_________________________ _________________________ Dated: ____________, 1998
(SIGNATURE) (SIGNATURE, IF HELD
JOINTLY)
NOTE: Please sign exactly as name appears above. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
- --------------------------------------------------------------------------------
<PAGE>
April 2, 1998
U.S. Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
RE: SNYDER COMMUNICATIONS, INC. DEFINITIVE PROXY STATEMENT ON
SCHEDULE 14A
Ladies and Gentlemen:
Attached please find the Definitive Proxy Statement on Schedule 14A
filed today on behalf of Snyder Communications, Inc. pursuant to the
requirements of Rule 14a-6 promulgated under the Securities Exchange Act of
1934, as amended.
Please address any comments or questions regarding the attached filing
to me at (202) 663-8933 or, in my absence, to Thomas J. Plotz of this office
at (202) 663-8544.
Sincerely,
/s/ Tara B. Primis
Tara B. Primis
Attachment
