<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:
[X] Preliminary Proxy Statement [_] Confidential, For Use of the
Commission Only (as Permitted by
Rule 14a-6(e)(2))
[_] 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>
SNYDER COMMUNICATIONS, INC.
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 ________________
located at ____________________________ Washington, D.C. 20007, on
Wednesday, May 6, 1998, at 10:00 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;
and
2. To act upon a proposal to amend the Certificate of Incorporation to
increase the authorized shares of Common Stock.
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 7, 1997
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>
SNYDER COMMUNICATIONS, INC.
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 ________________________ located at __________________________________
Washington, D.C. 20007, on Wednesday, May 6, 1998, at 10:00 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 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 7, 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
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<PAGE>
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.
VOTING PROCEDURE
All holders of record of the Common Stock of the Company at the close of
business on March 11, 1997 (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 March 11, 1997, 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.
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, 1997 (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 (1) OF CLASS
------------------------ ----------------- ----------
<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 *
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP (1) OF CLASS
------------------------ ----------------- ----------
<S> <C> <C>
A. Clayton Perfall (8).................................... 200,000 *
Ark Asset Management Co., Inc. (9)........................ 3,075,000 5.40
Putnam Investments, Inc. (10)............................. 2,834,803 5.00
Denver Investment Advisors LLC (11)....................... 2,804,730 4.90
All directors, director nominees and executive officers
as a group (7 persons) (12)............................... 20,374,538 35.9%
</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 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. 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-
<PAGE>
(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,
MA 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 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) These shares of Common Stock are reported on four different Schedules 13G
for Marsh & McLennan Companies, Inc. ("MMC"), Putnam Investments, Inc.
("PI"), a direct subsidiary of MMC, and Putnam Investment Management,
Inc. ("PIM") and The Putnam Advisory Company ("PAC"), two indirect
subsidiaries of MMC, and are as of December 31, 1997. PI is the parent
company of both PIM, which beneficially owns 2,697,403 shares of Common
Stock, and PAC, which beneficially owns 137,400 shares of Common Stock.
Both PIM and PAC are registered investment advisors. PIM acts as
investment advisor to PI's family of mutual funds and to PAC, which is in
turn the investment adviser to PI's institutional clients. PI, PIM and
PAC share the power to dispose of the shares of Common Stock listed here
as beneficially owned by PI; however, each of PI's mutual fund's trustees
have voting power over the shares held by each fund, and PAC has shared
voting power over the shares held by PI's institutional clients. The
address of MMC, PI, PIM and PAC is One Post Office Square, Boston,
Massachusetts 02109.
(11) Ownership is as reported on Schedule 13G of Denver Investment Advisors
LLC ("DIA") and is as of December 31, 1997. DIA's address is 1225 17th
Street, 26th Floor, Denver, Colorado 80202.
(12) 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 15, 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
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<PAGE>
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 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
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<PAGE>
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 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.
-8-
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------------------------- -------------------------------------
AWARDS
-------------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
PRINCIPAL POSITION ---- ($) ($) ($) (#) ($)
- ----------------------------------- ----- -------- ---------- ------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Daniel M. Snyder, Chairman of 1997 300,000 -- -- -- --
the Board of Directors and
Chief Executive Officer............. 1996 300,000 100,000 -- -- --
Michele D. Snyder, Vice 1997 200,000 -- -- -- --
Chairman, President and
Chief Operating Officer............. 1996 200,000 100,000 -- -- --
A. Clayton Perfall, Chief 1997 300,000 50,000 -- 200,000 --
Financial Officer................... 1996 79,612 -- -- 400,000 --
</TABLE>
STOCK OPTION GRANTS IN 1997
The following table sets forth information concerning all stock options
granted during 1997 to the Named Executive Officers. No stock options were
awarded to Daniel M. Snyder or Michele D. Snyder during 1997. As of the date of
this Proxy Statement, the Company has not granted any stock appreciation rights
("SARs") or restricted stock awards.
OPTION GRANTS IN 1997
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------
POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED
SECURITIES PERCENT OF ANNUAL RATE OF STOCK
UNDERLYING TOTAL EXERCISE OR PRICE APPRECIATION FOR
OPTIONS OPTIONS BASE PRICE OPTION TERM (3)
GRANTED GRANTED TO ($/SHARE) EXPIRATION ----------------------------
NAME (#)(1) EMPLOYEES (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 $6,574,188
</TABLE>
_________________
(1) One-fourth of each option vests on each of the first, second, third and
fourth anniversaries of the option grant date.
(2) The exercise price may be paid in cash, in shares of Common Stock valued at
fair market value on the exercise date, or in a combination of cash and
shares.
(3) The hypothetical potential appreciation shown in these columns reflects the
required calculations at annual assumed appreciation rates of 5% and 10%,
as set by the Securities and Exchange Commission, and therefore is not
intended to represent either historical appreciation or anticipated future
appreciation of the Common Stock.
-9-
<PAGE>
The following table sets forth information concerning the number and value
of unexercised stock options at December 31, 1997.
AGGREGATED OPTION EXERCISES IN 1997 AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ON OPTIONS AT FISCAL YEAR AT FISCAL YEAR-END ($)
EXERCISE VALUE END (#) EXERCISABLE/UNEXERCISABLE
NAME (#) REALIZED 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.
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.
-10-
<PAGE>
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."
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
-11-
<PAGE>
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 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
Treasury regulations. 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
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 &
-12-
<PAGE>
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 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 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.
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 and (3) the international marketing solutions provider industry
peer group index, and assumes reinvestment of dividends.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG SNYDER COMMUNICATIONS, INC., THE S&P 500 INDEX AND A PEER GROUP
[INSERT GRAPH]
-13-
<PAGE>
CUMULATIVE STOCKHOLDER RETURN
- --------------------------------------------------------------------------------
INITIAL PUBLIC OFFERING LAST TRADING DATE IN
- --------------------------------------------------------------------------------
9/26/96 1996 1997
- --------------------------------------------------------------------------------
SNYDER COMMUNICATIONS, INC. $100 $159 $215
- --------------------------------------------------------------------------------
S&P 500 INDEX $100 $109 $145
- --------------------------------------------------------------------------------
INDUSTRY PEER GROUP $100 $96 $131
- --------------------------------------------------------------------------------
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 Corporation'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 Corporation's
Certificate of Incorporation be amended to increase the number of authorized
shares of the Corporation'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
Corporation of other companies or assets, the issuance of stock under the
Corporation's 1996 Stock Incentive Plan (the "Stock Option Plan") and the
declaration of stock splits or stock dividends.
The Corporation 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.
-14-
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT.
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 8,
1998.
By Order of the Board of Directors,
David B. Pauken
Secretary
Dated: April 7, 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.
<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
10:00 A.M., LOCAL TIME
Washington, D.C. 20007
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.
A [X] Please mark your
votes as in this
example.
For all Withhold authority
nominees to vote all nominees
listed at right listed at right
1. ELECTION OF [_] [_] Nominees: Daniel M. Snyder
DIRECTORS Michele D. Snyder
A. Clayton Perfall
Mortimer B. Zuckerman
Fred Drasner
INSTRUCTION: To withhold authority to vote for Philip Guarascio
any individual nominee strike a line through Mark E. Jennings
the nominee's name in the list at right.
2. Amendment of Certificate of For Against Abstain
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.
Yes No
Do you plan to attend the Annual Meeting? [ ] [ ]
<TABLE>
<S> <C> <C>
_______________________________________ ______________________________________ Dated: _________________________, 1998
(Signature) (Signature, if held jointly)
</TABLE>
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.
