SNYDER COMMUNICATIONS INC
8-K, 1999-10-20
BUSINESS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)         OCTOBER 20, 1999
                                                --------------------------------



                           SNYDER COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)



DELAWARE                             1- 12145                         52-1983617
- --------------------------------------------------------------------------------
(STATE OR OTHER               (COMMISSION FILE NUMBER)             (IRS EMPLOYER
JURISDICTION OF                                              IDENTIFICATION NO.)
INCORPORATION)


TWO DEMOCRACY CENTER, 6903 ROCKLEDGE DRIVE, BETHESDA, MARYLAND          20187
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                              (ZIP CODE)



REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE         (301) 468-1010
                                                    ----------------------------


NY2:\841639\01\$1#V01!.DOC\74807.0076
<PAGE>
                    INFORMATION TO BE INCLUDED IN THE REPORT


ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.


(c)        Exhibits.

           99.1      Press Release dated as of October 20, 1999.


















                                      2
<PAGE>
                                   SIGNATURES


    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                     SNYDER COMMUNICATIONS, INC.

                                     By: /s/ A. Clayton Perfall
                                         ---------------------------------------
                                         A. Clayton Perfall
                                         Chief Financial Officer and Director


Date:  October 20, 1999

















                                       3
<PAGE>
                                  EXHIBIT INDEX



       Exhibit Number                       Description
       --------------                       -----------

            99.1               Press Release dated October 20, 1999.
















                                       4

                                                                  Exhibit 99.1



                         SNYDER COMMUNICATIONS CORRECTS
                     INACCURACIES IN WASHINGTON POST REPORT

           BETHESDA, MD, October 20, 1999 - Snyder Communications, Inc.
(NYSE:SNC) today confirmed the following information in response to inaccuracies
attributed to the Company contained in a recent press report:

           1. The Company has existing authorization from its Board of Directors
to repurchase $150 million of the Company's common stock. To date, the Company
has repurchased shares having an aggregate value of $100.8 million. It was
inaccurately reported that the Company has sufficient cash available to complete
such purchases. In fact, as of September 30, 1999, the Company had cash and cash
equivalents of approximately $45 million and availability under its revolving
credit facility of $50 million.

           2. The revenues and operating income of Ventiv Health, Inc., the
Company's healthcare services subsidiary that was spun-off to the Company's
stockholders on September 27, 1999, and the Company's SNC and circle.com
divisions were inaccurately reported. Investors should refer to the Proxy
Statement and Prospectus relating to the special meeting of stockholders to be
held on October 22, 1999 and to the Information Statement dated September 27,
1999 for Ventiv, for the correct financial information. In addition, note the
more recent operating results of circle.com reflecting losses. Copies of the
Proxy Statement and Prospectus and the Information Statement have been publicly
filed with the Securities and Exchange Commission.



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