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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
------------------------------
SNYDER COMMUNICATIONS, INC.
(Name of Issuer)
SNC COMMON STOCK, PAR VALUE $0.001 PER SHARE 832914 10 5
CIRCLE.COM COMMON STOCK, PAR VALUE $0.001 PER SHARE 832914 20 4
(Title of class of securities) (CUSIP number)
A. CLAYTON PERFALL
C/O SNYDER COMMUNICATIONS, INC.
TWO DEMOCRACY CENTER
6903 ROCKLEDGE DRIVE
15TH FLOOR
BETHESDA, MARYLAND 20817
(301) 468-1010
(Name, address and telephone number of person authorized
to receive notices and communications)
WITH A COPY TO:
STEPHEN E. JACOBS, ESQ.
S. WADE ANGUS, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153-0119
(212) 310-8000
FEBRUARY 20, 2000
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess. 240.13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 17 Pages)
NY2:\952628\11\74807.0076
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<TABLE>
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<S> <C> <C>
CUSIP No. 832914 10 5 13D Page 2 of 17 Pages
832914 20 4
----------------------------------------------------------- ---------------------------------------------------------
---------------------- --------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON USN COLLEGE MARKETING, L.P.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
---------------------- --------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
---------------------- --------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------------- --------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: 00
---------------------- --------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [ ]
---------------------- --------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
---------------------- --------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES ------------------- --------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 5,290,939 shares of SNC
OWNED BY Common Stock*
1,322,734 shares of
Circle.com Common Stock*
------------------- --------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING ------------------- --------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 5,290,939 shares of SNC
Common Stock*
1,322,734 shares of
Circle.com Common Stock*
---------------------- --------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 19,972,431 shares of SNC
Common Stock*
4,983,106 shares of
Circle.com Common Stock*
---------------------- --------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
---------------------- --------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 27.6% of SNC
21.9% of
Circle.com
---------------------- --------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: PN
---------------------- --------------------------------------------------------------------------------------------------------
* See Item 5 of this Schedule 13D.
<PAGE>
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<S> <C> <C>
CUSIP No. 832914 10 5 13D Page 3 of 17 Pages
832914 20 4
----------------------------------------------------------- ---------------------------------------------------------
---------------------- --------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON MORTIMER B. ZUCKERMAN
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
---------------------- --------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
---------------------- --------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------------- --------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: 00
---------------------- --------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [ ]
---------------------- --------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
---------------------- --------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER: 634,610 shares of SNC Common
NUMBER OF Stock
SHARES 158, 652 shares of Circle.com
Common Stock
BENEFICIALLY ------------------- ------------------------------------------------ -------------------------------
OWNED BY 8 SHARED VOTING POWER: 5,290,939 shares of SNC
Common Stock*
EACH 1,322,734 shares of
REPORTING Circle.com Common Stock*
------------------- ------------------------------------------------ -------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER: 634,610 shares of SNC Common
Stock
158, 652 shares of Circle.com
Common Stock
------------------- ------------------------------------------------ -------------------------------
10 SHARED DISPOSITIVE POWER: 5,290,939 shares of SNC
Common Stock*
1,322,734 shares of
Circle.com Common Stock*
---------------------- --------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 19,972,431 shares of SNC
Common Stock*
4,983,106 shares of
Circle.com Common Stock*
---------------------- --------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
---------------------- --------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 27.6% of SNC
21.9% of
Circle.com
---------------------- --------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IN
---------------------- --------------------------------------------------------------------------------------------------------
* See Item 5 of this Schedule 13D.
<PAGE>
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<S> <C> <C>
CUSIP No. 832914 10 5 13D Page 4 of 17 Pages
832914 20 4
----------------------------------------------------------- ---------------------------------------------------------
---------------------- --------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON FRED DRASNER
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
---------------------- --------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
---------------------- --------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------------- --------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: 00
---------------------- --------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [ ]
---------------------- --------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
---------------------- --------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER: 1,125,303 shares of SNC
NUMBER OF Common Stock
SHARES 281,325 shares of Circle.com
Common Stock
BENEFICIALLY ------------------- --------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER: 5,290,939 shares of SNC
Common Stock*
EACH 1,322,734 shares of
REPORTING Circle.com Common Stock*
------------------- --------------------------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER: 1,125,303 shares of SNC
Common Stock
281,325 shares of Circle.com
Common Stock
------------------- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 5,290,939 shares of SNC
Common Stock*
1,322,734 shares of
Circle.com Common Stock*
---------------------- --------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 19,972,431 shares of SNC
Common Stock*
4,983,106 shares of
Circle.com Common Stock*
---------------------- --------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
---------------------- --------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 27.6% of SNC
21.9% of
Circle.com
---------------------- --------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IN
---------------------- --------------------------------------------------------------------------------------------------------
* See Item 5 of this Schedule 13D.
<PAGE>
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<S> <C> <C>
CUSIP No. 832914 10 5 13D Page 5 of 17 Pages
832914 20 4
----------------------------------------------------------- ---------------------------------------------------------
---------------------- --------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON DANIEL M. SNYDER
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
---------------------- --------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
---------------------- --------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------------- --------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: 00
---------------------- --------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [ ]
---------------------- --------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
---------------------- --------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER: 5,551,171 shares of SNC
NUMBER OF Common Stock
SHARES 1,382,793 shares of
Circle.com Common Stock
BENEFICIALLY ------------------- ------------------------------------------------ -------------------------------
OWNED BY 8 SHARED VOTING POWER: 4,337,976 shares of SNC
Common Stock*
EACH 1,084,494 shares of
REPORTING Circle.com Common Stock*
------------------- ------------------------------------------------ -------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER: 5,551,171 shares of SNC
Common Stock
1,382,793 shares of
Circle.com Common Stock
------------------- ------------------------------------------------ -------------------------------
10 SHARED DISPOSITIVE POWER: 4,337,976 shares of SNC
Common Stock*
1,084,494 shares of
Circle.com Common Stock*
---------------------- --------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 19,972,431 shares of SNC
Common Stock*
4,983,106 shares of
Circle.com Common Stock*
---------------------- --------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
---------------------- --------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 27.6% of SNC
21.9% of
Circle.com
---------------------- --------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IN
---------------------- --------------------------------------------------------------------------------------------------------
* See Item 5 of this Schedule 13D.
<PAGE>
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<S> <C> <C>
CUSIP No. 832914 10 5 13D Page 6 of 17 Pages
832914 20 4
----------------------------------------------------------- ---------------------------------------------------------
---------------------- --------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON MICHELE D. SNYDER
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
---------------------- --------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
---------------------- --------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------------- --------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: 00
---------------------- --------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [ ]
---------------------- --------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
---------------------- --------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER: 1,945,490 shares of SNC
NUMBER OF Common Stock
SHARES 481,372 shares of Circle.com
Common Stock
BENEFICIALLY ------------------- --------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER: 4,337,976 shares of SNC
Common Stock*
EACH 1,084,494 shares of
REPORTING Circle.com Common Stock*
PERSON WITH ------------------- --------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER: 1,945,490 shares of SNC
Common Stock
481,372 shares of Circle.com
Common Stock
------------------- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 4,337,976 shares of SNC
Common Stock*
1,084,494 shares of
Circle.com Common Stock*
---------------------- --------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 19,972,431 shares of SNC
Common Stock*
4,983,106 shares of
Circle.com Common Stock*
---------------------- --------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
---------------------- --------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 27.6% of SNC
21.9% of
Circle.com
---------------------- --------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: IN
---------------------- --------------------------------------------------------------------------------------------------------
*See Item 5 of this Schedule 13D.
<PAGE>
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<S> <C> <C>
CUSIP No. 832914 10 5 13D Page 7 of 17 Pages
832914 20 4
----------------------------------------------------------- ---------------------------------------------------------
---------------------- --------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON D.M.S. ENDOWMENT, LLC
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
---------------------- --------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
---------------------- --------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------------- --------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: 00
---------------------- --------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [ ]
---------------------- --------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
---------------------- --------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY ------------------- --------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER: 4,337,976 shares of SNC
Common Stock*
EACH 1,084,494 shares of
REPORTING Circle.com Common Stock*
------------------- --------------------------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER: 0
------------------- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 4,337,976 shares of SNC
Common Stock*
1,084,494 shares of
Circle.com Common Stock*
---------------------- --------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 19,972,431 shares of SNC
Common Stock*
4,983,106 shares of
Circle.com Common Stock*
---------------------- --------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
---------------------- --------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 27.6% of SNC
21.9% of
Circle.com
---------------------- --------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: EP
---------------------- --------------------------------------------------------------------------------------------------------
* See Item 5 of this Schedule 13D.
<PAGE>
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<S> <C> <C>
CUSIP No. 832914 10 5 13D Page 8 of 17 Pages
832914 20 4
----------------------------------------------------------- ---------------------------------------------------------
---------------------- --------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON CHARLES E. SMITH JEWISH
S.S. OR I.R.S. IDENTIFICATION NO. DAY SCHOOL OF GREATER WASHINGTON, INC.
OF ABOVE PERSON
---------------------- --------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
---------------------- --------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
---------------------- --------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS: 00
---------------------- --------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [ ]
---------------------- --------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
---------------------- --------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER: 1,086,942 shares of SNC
NUMBER OF Common Stock
SHARES 271,736 shares of Circle.com
Common Stock
BENEFICIALLY ------------------- --------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER: 0
------------------- --------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 1,086,942 shares of SNC
REPORTING Common Stock
271,736 shares of Circle.com
PERSON WITH Common Stock
------------------- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 0
---------------------- --------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 19,972,431 shares of SNC
Common Stock*
4,983,106 shares of
Circle.com Common Stock*
---------------------- --------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
---------------------- --------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 27.6% of SNC
21.9% of
Circle.com
---------------------- --------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: EP
---------------------- --------------------------------------------------------------------------------------------------------
</TABLE>
* See Item 5 of this Schedule 13D.
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement of beneficial ownership on Schedule 13D
("Schedule 13D") relates to SNC common stock, par value $0.001 per share ("SNC
Common Stock"), and Circle.com common stock, par value $0.001 per share
("Circle.com Common Stock"), of Snyder Communications, Inc., a Delaware
corporation (the "Company"). The address of the principal executive office of
the Company is 6903 Rockledge Drive, 15th Floor, Bethesda, Maryland 20817.
The summary descriptions contained in this Schedule 13D of
certain agreements and documents are qualified in their entirety by reference to
the complete texts of such agreements and documents, filed as exhibits hereto
and incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND
The persons filing this Schedule 13D are USN College
Marketing, L.P., a Delaware limited partnership ("USN College Marketing"),
D.M.S. Endowment, LLC, a Delaware limited liability company ("DMS Endowment"),
Charles E. Smith Jewish Day School of Greater Washington, Inc., a Delaware
corporation ("CES Day School"), Daniel M. Snyder, an individual, Michele D.
Snyder, an individual, Mortimer B. Zuckerman, an individual, and Fred Drasner,
an individual (the "Reporting Persons"). An agreement among the Reporting
Persons with respect to the filing of this statement is attached hereto as
Exhibit 1. The Reporting Persons are filing this statement of beneficial
ownership on Schedule 13D because they entered into an Amended and Restated
Company Stockholder Voting Agreement (the "Voting Agreement") with Havas
Advertising, a French corporation, dated as of August 18, 2000, where each
Reporting Person agreed to vote its shares in favor of the adoption and approval
of the Amended and Restated Agreement and Plan of Merger (as defined in Item 4
below). In addition, the Reporting Persons may be deemed to be a member of a
group, within the meaning of Section 13(d)3 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), with Hava Advertising by virtue of being
party to the Voting Agreement.
The name, residence or business address, citizenship and
present principal occupation or employment of Daniel M. Snyder, Michele D.
Snyder, Mortimer B. Zuckerman and Fred Drasner are set forth on Schedule A
hereto and such information is incorporated by reference herein. The name,
jurisdiction of organization, business address and principal business of USN
College Marketing, DMS Endowment and CES Day School, and the name, residence or
business address, citizenship and present principal occupation or employment of
the executive officers and directors of USN College Marketing and CES Day School
are set forth on Schedule A hereto and such information is incorporated by
reference herein.
None of the Reporting Persons has, during the last five years,
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding a violation with respect to such laws.
This statement is being filed while the Reporting Persons are
still in the process of verifying all information required herein from their
respective directors and executive officers, including, without limitation, the
information required by this Item 2 and Item 5 of this Schedule 13D. If the
Reporting Persons obtain information concerning such individuals which would
9
<PAGE>
cause a material change in the disclosure contained in this Schedule 13D, an
amendment to this statement will be filed that will disclose any such change.
The information set forth in Item 4 and Item 5 of this
Schedule 13D is hereby incorporated by reference herein.
Havas Advertising filed on September 13, 2000, a statement of
beneficial ownership on Schedule 13D with the Securities and Exchange Commission
with respect to its deemed beneficial ownership of shares of SNC Common Stock
and Circle.com Common Stock. For specific information with respect to Havas
Advertising, please refer to such statement of beneficial ownership on Schedule
13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Persons beneficially own the shares of SNC
Common Stock and Circle.com Common Stock (the "Shares") reflected in this
Schedule 13D (or deemed, solely for purposes of Rule 13d-3, to be beneficially
owned) by them, directly or indirectly, because these Reporting Persons entered
into the Voting Agreement where each agreed to vote such Reporting Person's
Shares in favor of the proposed merger of Snyder Communications, Inc. and Havas
Advertising, as described more fully in Item 4 of this Schedule 13D.
This information set forth in Item 4 of this Schedule 13D is
hereby incorporated by reference herein.
ITEM 4. PURPOSE OF TRANSACTION
On August 18, 2000, the Reporting Persons entered into the
Voting Agreement in connection with the Amended and Restated Agreement and Plan
of Merger, dated as of August 3, 2000 and effective February 20, 2000 (the
"Merger Agreement"), among Havas Advertising, HAS Acquisition Corp., a Delaware
corporation ("Merger Subsidiary"), and the Company, whereby Havas Advertising
agreed to acquire all of the issued and outstanding shares of SNC Common Stock
through the merger of Merger Subsidiary into Snyder Communications (the
"Merger"). The full text of the Merger Agreement is attached hereto as Exhibit 2
and is incorporated herein by reference. The consideration to be paid to holders
of SNC Common Stock in the merger will consist of American Depositary Shares of
Havas Advertising, having an aggregate value of approximately $2.1 billion.
Pursuant to the Voting Agreement, each Reporting Person agreed
to vote or consent, or cause to be voted or consented, in person or by proxy,
all shares of SNC Common Stock and Circle.com Common Stock beneficially owned by
such Reporting Person or as to which such Reporting Person had, directly or
indirectly, the right to vote or direct the voting, in favor of the proposed
Merger and adoption of the Merger Agreement. In furtherance of such agreement,
each Reporting Person granted to and appointed Havas Advertising and each of
Jacques Herail and Bob Schmetterer, in their respective capacities as officers
of Havas Advertising, and any individual who thereafter succeeded to any such
officer of Havas Advertising, and any other designee of Havas Advertising, each
of them individually, its irrevocable proxy and attorney-in-fact (with full
power of substitution) to vote the SNC Common Stock and Circle.com Common Stock
beneficially owned by such Reporting Person in favor of the Merger and adoption
of the Merger Agreement.
10
<PAGE>
In addition, each Reporting Person agreed not to (i) effect a
"Disposition" (as defined in the Voting Agreement, attached hereto as Exhibit 3)
of SNC Common Stock and Circle.com Common Stock, (ii) grant any proxies or
powers of attorney with respect to SNC Common Stock and Circle.com Common Stock,
(iii) deposit any SNC Common Stock and Circle.com Common Stock into a voting
trust, (iv) enter into a voting agreement with respect to SNC Common Stock and
Circle.com Common Stock, or (v) take any action that would make any
representation or warranty of such Reporting Person in the Voting Agreement
untrue or incorrect, or have the effect of preventing or disabling such
Reporting Person from performing such Reporting Person's obligations under the
Voting Agreement or the Company from performing its obligations under the Merger
Agreement.
The foregoing description of the Voting Agreement is a summary
thereof and does not purport to be complete. The full text of the Voting
Agreement is attached hereto as Exhibit 3 and is incorporated herein by
reference.
The information set forth in the Registration Statement on
Form F-4 (Registration No. 333-43362) filed by Havas Advertising with the
Securities and Exchange Commission (as amended, the "Form F-4 Registration
Statement") includes a description of the Merger Agreement, the Merger and the
Voting Agreement. The information set forth in the Form F-4 Registration
Statement is hereby incorporated by reference herein.
Each of the Reporting Persons holds the shares of SNC Common
Stock and Circle.com Common Stock in the ordinary course of business and, except
as otherwise set forth herein, not with the purpose or effect of changing the
control of the Company.
Except as set forth above and in the proxy
statement/prospectus contained in the Form F-4 Registration Statement, the
Reporting Persons have no present plans or intentions which would result in or
relate to any of the transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on August 18, 2000, the Reporting Persons
beneficially owned (or are deemed, solely for purposes of Rule 13d-3, to
beneficially own), directly or indirectly, an aggregate of 19,972,431 shares of
SNC Common Stock, representing approximately 27.6% of SNC Common Stock
outstanding on July 31, 2000 and an aggregate of 4,983,106 shares of Circle.com
Common Stock representing approximately 21.9% of Circle.com Common Stock
outstanding on July 31, 2000.
(b) Daniel M. Snyder has the sole power to vote, direct the voting of, dispose
of and direct the disposition of 5,551,171 shares of SNC Common Stock and
1,382,793 shares of Circle.com Common Stock.
In addition, Mr. Snyder has shared power to vote, direct the voting of,
dispose of and direct the disposition of 4,337,976 shares of SNC Common Stock
and 1,084,494 shares of Circle.com Common Stock held by DMS Endowment, a limited
liability company whose sole members are Mr. Snyder and Michele D. Snyder.
Mr. Snyder disclaims beneficial ownership of shares of SNC Common Stock
beneficially owned by Michele D. Snyder, Mortimer B. Zuckerman, Fred Drasner,
D.M.S. Endowment, USN College Marketing and CES Day School, which shares may be
deemed to be beneficially owned, for purposes of Section 13(d) of the Exchange
Act, by Mr. Snyder by virtue of being a party to the Amended and Restated
Company Stockholder Voting Agreement, dated as of August 18, 2000. The
11
<PAGE>
filing of this Schedule 13D shall not be construed as an admission by Mr. Snyder
that he is, for purposes of Section 13(d) of the Exchange Act, the beneficial
owner of shares of the SNC Common Stock held by such other Reporting Persons.
Mr. Snyder disclaims beneficial ownership of shares of Circle.com
Common Stock beneficially owned by Michele D. Snyder, Mortimer B. Zuckerman,
Fred Drasner, D.M.S. Endowment, USN College Marketing and CES Day School, which
shares may be deemed to be beneficially owned, for purposes of Section 13(d) of
the Exchange Act, by Mr. Snyder by virtue of being a party to the Amended and
Restated Company Stockholder Voting Agreement, dated as of August 18, 2000. The
filing of this Schedule 13D shall not be construed as an admission by Mr. Snyder
that he is, for purposes of Section 13(d) of the Exchange Act, the beneficial
owner of shares of the Circle.com Common Stock held by such other Reporting
Persons.
DMS Endowment disclaims beneficial ownership of shares of SNC Common
Stock beneficially owned by Daniel M. Snyder, Michele D. Snyder, Mortimer B.
Zuckerman, Fred Drasner, USN College Marketing and CES Day School, which shares
may be deemed to be beneficially owned, for purposes of Section 13(d) of the
Exchange Act, by DMS Endowment by virtue of being a party to the Amended and
Restated Company Stockholder Voting Agreement, dated as of August 18, 2000. The
filing of this Schedule 13D shall not be construed as an admission by DMS
Endowment that it is, for purposes of Section 13(d) of the Exchange Act, the
beneficial owner of shares of the SNC Common Stock held by such other Reporting
Persons.
DMS Endowment disclaims beneficial ownership shares of Circle.com
Common Stock beneficially owned by Daniel M. Snyder, Michele D. Snyder, Mortimer
B. Zuckerman, Fred Drasner, USN College Marketing and CES Day School , which
shares may be deemed to be beneficially owned, for purposes of Section 13(d) of
the Exchange Act, by DMS Endowment by virtue of being a party to the Amended and
Restated Company Stockholder Voting Agreement, dated as of August 18, 2000. The
filing of this Schedule 13D shall not be construed as an admission by DMS
Endowment that it is, for purposes of Section 13(d) of the Exchange Act, the
beneficial owner of shares of the Circle.com Common Stock held by such other
Reporting Persons.
Michele D. Snyder has the sole power to vote, direct the voting of,
dispose of and direct the disposition of 1,945,490 shares of SNC Common Stock
and 481,372 shares of Circle.com Common Stock.
In addition, Ms. Snyder has shared power to vote, direct the voting of,
dispose of and direct the disposition of 4,337,976 shares of SNC Common Stock
and 1,084,494 shares of Circle.com Common Stock held by DMS Endowment, a limited
liability company whose sole members are Ms. Snyder and Daniel M. Snyder.
Ms. Snyder disclaims beneficial ownership of shares of SNC Common Stock
beneficially owned by Daniel M. Snyder, Mortimer B. Zuckerman, Fred Drasner,
D.M.S. Endowment, USN College Marketing and CES Day School, which shares may be
deemed to be beneficially owned, for purposes of Section 13(d) of the Exchange
Act, by Ms. Snyder by virtue of being a party to the Amended and Restated
Company Stockholder Voting Agreement, dated as of August 18, 2000. The filing of
this Schedule 13D shall not be construed as an admission by Ms. Snyder that she
is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of
shares of the SNC Common Stock held by other such Reporting Persons.
Ms. Snyder disclaims beneficial ownership of shares of Circle.com
Common Stock beneficially owned by Daniel M. Snyder, Mortimer B. Zuckerman, Fred
Drasner, D.M.S. Endowment, USN College Marketing and CES Day School, which
shares may be deemed to be beneficially owned, for purposes of Section 13(d) of
the Exchange Act, by Ms. Snyder by virtue of being a party to the Amended and
Restated Company Stockholder Voting Agreement, dated as of August 18, 2000. The
12
<PAGE>
filing of this Schedule 13D shall not be construed as an admission by Ms. Snyder
that she is, for purposes of Section 13(d) of the Exchange Act, the beneficial
owner of shares of the Circle.com Common Stock held by such other Reporting
Persons.
Fred Drasner, directly or through F.D. Sutton, LLC, a Delaware limited
liability company of which Mr. Drasner is the sole member, has sole power to
vote, direct the voting of, dispose of and direct the disposition of 1,125,303
shares of SNC Common Stock and 281,325 shares of Circle.com Common Stock.
In addition, Mr. Drasner has shared power to vote, direct the voting
of, dispose of and direct the disposition of 5,290,939 shares of SNC Common
Stock and 1,322,734 shares of Circle.com Common Stock held by USN College
Marketing, a limited partnership of which USN College Marketing, Inc., a
Delaware corporation ("USN Inc."), is the sole general partner and Fred Drasner
is the sole limited partner. Mortimer B. Zuckerman holds one third of the shares
of USN Inc. and is its sole director. Mr. Drasner is the President of USN Inc.
Mr. Drasner disclaims beneficial ownership of shares of SNC Common
Stock beneficially owned by Daniel M. Snyder, Michele D. Snyder, Mortimer B.
Zuckerman, D.M.S. Endowment, USN College Marketing and CES Day School, which
shares may be deemed to be beneficially owned, for purposes of Section 13(d) of
the Exchange Act, by Fred Drasner by virtue of being a party to the Amended and
Restated Company Stockholder Voting Agreement, dated as of August 18, 2000. The
filing of this Schedule 13D shall not be construed as an admission by Fred
Drasner that he is, for purposes of Section 13(d) of the Exchange Act, the
beneficial owner of shares of the SNC Common Stock held by such other Reporting
Persons.
Mr. Drasner disclaims beneficial ownership of shares of Circle.com
Common Stock beneficially owned by Daniel M. Snyder, Michele D. Snyder, Mortimer
B. Zuckerman, D.M.S. Endowment, USN College Marketing and CES Day School, which
shares may be deemed to be beneficially owned, for purposes of Section 13(d) of
the Exchange Act, by Fred Drasner by virtue of being a party to the Amended and
Restated Company Stockholder Voting Agreement, dated as of August 18, 2000. The
filing of this Schedule 13D shall not be construed as an admission by Fred
Drasner that he is, for purposes of Section 13(d) of the Exchange Act, the
beneficial owner of shares of the Circle.com Common Stock held by such other
Reporting Persons.
USN College Marketing disclaims beneficial ownership of shares of SNC
Common Stock beneficially owned by Daniel M. Snyder, Michele D. Snyder, Mortimer
B. Zuckerman, Fred Drasner, D.M.S. Endowment and CES Day School, which shares
may be deemed to be beneficially owned, for purposes of Section 13(d) of the
Exchange Act, by USN College Marketing, by virtue of being a party to the
Amended and Restated Company Stockholder Voting Agreement, dated as of August
18, 2000. The filing of this Schedule 13D shall not be construed as an admission
by USN College Marketing, that it is, for purposes of Section 13(d) of the
Exchange Act, the beneficial owner of shares of the SNC Common Stock held by
such other Reporting Persons.
USN College Marketing disclaims beneficial ownership of shares of
Circle.com Common Stock beneficially owned by Daniel M. Snyder, Michele D.
Snyder, Mortimer B. Zuckerman, Fred Drasner, D.M.S. Endowment and CES Day
School, which shares may be deemed to be beneficially owned, for purposes of
Section 13(d) of the Exchange Act, by USN College Marketing by virtue of being a
party to the Amended and Restated Company Stockholder Voting Agreement, dated as
of August 18, 2000. The filing of this Schedule 13D shall not be construed as an
admission by USN College Marketing that it is, for purposes of Section 13(d) of
the Exchange Act, the beneficial owner of shares of the Circle.com Common Stock
held by such other Reporting Persons.
13
<PAGE>
Mortimer B. Zuckerman has the sole power to vote, direct the voting of,
dispose of and direct the disposition of 634,610 shares of SNC Common Stock and
158,652 shares of Circle.com Common Stock.
In addition, Mr. Zuckerman has shared power to vote, direct the voting
of, dispose of and direct the disposition of 5,290,939 shares of SNC Common
Stock and 1,322,734 shares of Circle.com Common Stock held by USN College
Marketing.
Mr. Zuckerman disclaims beneficial ownership of shares of SNC Common
Stock beneficially owned by Daniel M. Snyder, Michele D. Snyder, Fred Drasner,
D.M.S. Endowment, USN College Marketing and CES Day School, which shares may be
deemed to be beneficially owned, for purposes of Section 13(d) of the Exchange
Act, by Mr. Zuckerman by virtue of being a party to the Amended and Restated
Company Stockholder Voting Agreement, dated as of August 18, 2000. The filing of
this Schedule 13D shall not be construed as an admission by Mr. Zuckerman that
he is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner
of shares of the SNC Common Stock held by such other Reporting Persons.
Mr. Zuckerman disclaims beneficial ownership of shares of Circle.com
Common Stock beneficially owned by Daniel M. Snyder, Michele D. Snyder, Fred
Drasner, D.M.S. Endowment, USN College Marketing and CES Day School, which
shares may be deemed to be beneficially owned, for purposes of Section 13(d) of
the Exchange Act, by Mr. Zuckerman by virtue of being a party to the Amended and
Restated Company Stockholder Voting Agreement, dated as of August 18, 2000. The
filing of this Schedule 13D shall not be construed as an admission by Mr.
Zuckerman that he is, for purposes of Section 13(d) of the Exchange Act, the
beneficial owner of shares of the Circle.com Common Stock held by such other
Reporting Persons.
CES Day School has the sole power to vote, direct the voting of,
dispose of and direct the disposition of 1,086,942 shares of SNC Common Stock
and 271,736 shares of Circle.com Common Stock.
CES Day School disclaims beneficial ownership of shares of SNC Common
Stock beneficially owned by Daniel M. Snyder, Michele D. Snyder, Mortimer B.
Zuckerman, Fred Drasner, D.M.S. Endowment and USN College Marketing, which
shares may be deemed to be beneficially owned, for purposes of Section 13(d) of
the Exchange Act, by CES Day School by virtue of being a party to the Amended
and Restated Company Stockholder Voting Agreement, dated as of August 18, 2000.
The filing of this Schedule 13D shall not be construed as an admission by CES
Day School that it is, for purposes of Section 13(d) of the Exchange Act, the
beneficial owner of shares of the SNC Common Stock held by other such Reporting
Persons.
CES Day School disclaims beneficial ownership of shares of Circle.com
Common Stock beneficially owned by Daniel M. Snyder, Michele D. Snyder, Mortimer
B. Zuckerman, Fred Drasner, D.M.S. Endowment and USN College Marketing, which
shares may be deemed to be beneficially owned, for purposes of Section 13(d) of
the Exchange Act, by CES Day School by virtue of being a party to the Amended
and Restated Company Stockholder Voting Agreement, dated as of August 18, 2000.
The filing of this Schedule 13D shall not be construed as an admission by CES
Day School that it is, for purposes of Section 13(d) of the Exchange Act, the
beneficial owner of shares of the Circle.com Common Stock held by such other
Reporting Persons.
Except as disclosed in this Item 5(b) of this Schedule 13D, none of the
Reporting Persons, nor to the best knowledge of the Reporting Persons, any of
the directors or executive officers of the Reporting Persons has the power to
vote, direct the voting of, dispose of or direct the disposition of any shares
of SNC Common Stock or Circle.com Common Stock or any other person referenced in
this Schedule 13D or any amendment thereto.
14
<PAGE>
The filing of this Report shall not be construed as an admission by any
Reporting Person that it is, for purposes of Section 13(d) of the Exchange Act,
the beneficial owner of any shares of SNC Common Stock and Circle.com Common
Stock beneficially owned by the other Reporting Persons.
(c) On July 18, 2000 each of Fred Drasner and Daniel M. Snyder made a charitable
contribution of 1,086,942 shares of SNC Common Stock and 271,736 shares of
Circle.com Common Stock to CES Day School.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The information set forth in Items 4 and 5 of this Schedule
13D is hereby incorporated by reference herein.
In addition to the agreements referenced in Items 4 and 5 of
this Schedule 13D, Daniel M. Snyder, Michele D. Snyder, Mortimer Zuckerman and
Fred Drasner, either individually or through their affiliates, have entered into
forward purchase contracts with unaffiliated third parties obligating them to
deliver shares of SNC Common Stock and shares of Circle.com Common Stock or cash
on pre-arranged settlement dates.
The STRYPES forward purchase contract, evidenced by the
forward purchase contract, dated September 18, 1997, among the Snyder STRYPES
Trust, The Bank of New York, as collateral agent and administrator, and D.M.S.
Endowment, F.D. Sutton, LLC, A.O. Roberts, LLC and USN College Marketing
obligates the contracting party to deliver to the Snyder STRYPES Trust shares of
SNC Common Stock and Circle.com Common Stock on the exchange date of November
15, 2000. A disposition of the Company by merger results in an acceleration of
the exchange date of the STRYPES agreement.
Daniel M. Snyder and Michele D. Snyder, together through their
affiliate D.M.S. Endowment, beneficially own 2,921,490 and 1,416,480 shares of
SNC Common Stock and 730,373 and 354,120 shares of Circle.Com Common Stock,
respectively, subject to the STRYPES agreement, Fred Drasner, through his
affiliates F.D. Sutton, LLC and USN College Marketing beneficially owns
1,298,440 shares of SNC Common Stock and 324,610 shares of Circle.com Common
Stock subject to the STRYPES agreement.
Each of the STAMPS forward purchase contracts, evidenced by
the purchase agreements, dated July 29, 1998, between Bear, Stearns & Co., Inc.
and each of Daniel M. Snyder, Michele D. Snyder and USN College Marketing,
respectively, obligates the contracting party to deliver to Bear, Stearns & Co.
Inc. shares of SNC Common Stock and Circle.com Common Stock on the settlement
date of July 30, 2001. A disposition of the Company by merger would accelerate
the settlement date of the STAMPS agreements.
On July 18, 2000, Daniel M. Snyder contributed the shares of
SNC Common Stock and Circle.com Common Stock subject to his STAMPS forward
purchase contract and assigned his interests and obligations under his STAMPS
forward purchase contract to CES Day School and CES Day School assumed the
obligations under the STAMPS forward purchase contract with Mr. Snyder. On July
18, 2000, USN College Marketing distributed the shares of SNC Common Stock and
15
<PAGE>
Circle.com Common Stock subject to its STAMPS forward purchase contract to each
of its limited partners, Mortimer Zuckerman and Fred Drasner, pro rata and
assigned its interests and obligations under its STAMPS forward purchase
contract to Mr. Zuckerman and Mr. Drasner, pro rata, who each assumed their
respective portion of the obligations under the STAMPS forward purchase contract
with USN College Marketing. Mr. Drasner, in turn, contributed the shares of SNC
Common Stock and Circle.com Common Stock subject to the STAMPS forward purchase
contract with USN College Marketing and assigned his interests and obligations
under the STAMPS forward purchase contract with USN College Marketing to CES Day
School and CES Day School assumed the obligations under the STAMPS forward
purchase contract with USN College Marketing.
Michelle D. Snyder beneficially owns 278,448 shares of SNC
Common Stock and 69,612 shares of Circle.com Common Stock subject to her STAMPS
agreement. Mortimer Zuckerman beneficially owns 634,610 shares of SNC Common
Stock and 158,653 shares of Circle.com Common Stock subject to his STAMPS
agreements. CES Day School beneficially owns 1,086,942 shares of SNC Common
Stock and 271,736 shares of Circle.com Common Stock subject to a STAMPS
agreement.
The information set forth in the Form F-4 Registration
Statement under the heading "The Merger--Restrictions on Resales by Affiliates"
describes these forward purchase contracts in greater detail. The information
set forth in the Form F-4 Registration Statement is hereby incorporated by
reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Joint Filing Agreement by and among Havas Advertising,
Daniel M. Snyder, Michele D. Snyder, Mortimer B. Zuckerman, Fred Drasner, USN
College Marketing, L.P., D.M.S. Endowment, LLC and Charles E. Smith Jewish Day
School of Greater Washington, Inc.
2. Amended and Restated Agreement and Plan of Merger, dated as
of August 3, 2000 and effective February 20, 2000, among Havas Advertising, HAS
Acquisition Corp. and Snyder Communications, Inc.
3. Amended and Restated Company Stockholder Voting Agreement,
dated as of August 18, 2000, by and among Havas Advertising, Daniel M. Snyder,
Michele D. Snyder, Mortimer B. Zuckerman, Fred Drasner, USN College Marketing,
L.P., D.M.S. Endowment, LLC and Charles E. Smith Jewish Day School of Greater
Washington, Inc.
[The remainder of this page intentionally left blank.]
16
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: August 23, 2000
D.M.S. ENDOWMENT, LLC
By: /s/ Daniel M. Snyder
-----------------------------------------
Name: Daniel M. Snyder
Title: Member
USN COLLEGE MARKETING, L.P.
By: /s/ Fred Drasner
------------------------------------------
Name: Fred Drasner
Title: Partner
CHARLES E. SMITH JEWISH DAY
SCHOOL OF GREATER
WASHINGTON, INC.
By: /s/ Douglas J. Feith
-----------------------------------------
Name: Douglas J. Feith
Title: President:
/s/ Daniel M. Snyder
-------------------------------------------
DANIEL M. SNYDER
/s/ Daniel M. Snyder
-------------------------------------------
MICHELE D. SNYDER
/s/ Mortimer B. Zuckerman
----------------------------------
MORTIMER B. ZUCKERMAN
/s/ Fred Drasner
-------------------------------------------
FRED DRASNER
17
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE A
----------
List of Reporting Persons
-------------------------
<S> <C>
1. Reporting Person: Daniel M. Snyder
Citizenship: United States of America
Residence or Business
Address: Snyder Communications, Inc.
6903 Rockledge Drive
Bethesda, Maryland 20918
Present Principal Occupation
or Employment: Chairman and Chief Executive
Officer, Snyder Communications, Inc.
Name, Principal Business
and Address of any
Corporation or Other
Organization in which
Such Employment is
Conducted: N/A
2. Reporting Person: Michele D. Snyder
Citizenship: United States of America
Residence or Business
Address: Snyder Communications, Inc.
6903 Rockledge Drive
Bethesda, Maryland 20918
Present Principal Occupation
or Employment: Director, President and Chief
Operating Officer, Snyder
Communications, Inc.
Name, Principal Business
and Address of any
Corporation or Other
Organization in which
Such Employment is
Conducted: N/A
3. Reporting Person: Mortimer B. Zuckerman
Citizenship: United States of America
Residence or Business
Address: 599 Lexington Avenue
Suite 1300
New York, NY 10022
Present Principal Occupation
or Employment: Chairman of Boston Properties, Inc. and
Chairman and Editor-in-Chief of
U.S. News and World Report
Name, Principal Business
and Address of any
Corporation or Other
Organization in which
Such Employment is
Conducted: N/A
<PAGE>
4. Reporting Person: Fred Drasner
Citizenship: United States of America
Residence or Business
Address: The Daily News
450 West 33rd Street
3rd Floor
New York, New York 10001
Present Principal Occupation
or Employment: Chief Executive Officer and Co-Publisher
of Daily News and President and Chief
Executive Officer of U.S. News and World
Report
Name, Principal Business
and Address of any
Corporation or Other
Organization in which
Such Employment is
Conducted: N/A
5. Reporting Person: USN College Marketing, L.P.
State of Organization: Delaware
Principal Business: Direct Marketing and Advertising
Address of Principal Office: 450 West 33rd Street
3rd Floor
New York, New York 10001
6. Reporting Person: D.M.S. Endowment, LLC
State of Organization: Delaware
Principal Business: Charitable Trust
Address of Principal Office: c/o Snyder Communications, Inc.
6903 Rockledge Drive
Bethesda, Maryland 20918
7. Reporting Person: Charles E. Smith Jewish Day School of Greater Washington,
Inc.
State of Organization: Delaware
Principal Business: Education
Address of Principal Office: 1901 East Jefferson Street
Rockville, Maryland 20852
<PAGE>
List of Executive Officers and Directors
----------------------------------------
USN COLLEGE MARKETING, L.P.
1. Name: Fred Drasner
Title President of USN College Marketing, Inc.,
general partner of USN College Marketing, L.P.
Citizenship: United States of America
Residence or Business
Address: The Daily News
450 West 33rd Street
3rd Floor
New York, New York 10001
Present Principal Occupation
or Employment: Chief Executive Officer and Co-Publisher
of Daily News and President and Chief
Executive Officer of U.S. News and World
Report
Name, Principal Business
and Address of any
Corporation or Other
Organization in which
Such Employment is
Conducted: N/A
2. Name: Mortimer B. Zuckerman
Title: Director of USN College Marketing, Inc.,
general partner of USN College Marketing, L.P.
Citizenship: United States of America
Residence or Business
Address: 599 Lexington Avenue
Suite 1300
New York, NY 10022
Present Principal Occupation
or Employment: Chairman of Boston Properties, Inc. and
Chairman and Editor-in-Chief of
U.S. News and World Report
Name, Principal Business
and Address of any
Corporation or Other
Organization in which
Such Employment is
Conducted: N/A
<PAGE>
CHARLES E. SMITH JEWISH DAY SCHOOL OF GREATER WASHINGTON, INC.
3. Name: Jeffrey Berman
Title: Director
Resident or Business Address: 5711 Glenwood Road
Bethesda, Maryland 20817
4. Name: Jacqueline Blank
Title: Director
Resident or Business Address: 9744 Avenel Farm Drive
Potomac, Maryland 20854
5. Name: Deborah Chamoff
Title: Director and Vice President
Resident or Business Address: 11504 Cushman Road
Rockville, Maryland 20852
6. Name: Yonit Elsdorfer
Title: Director
Residence or Business Address: 13902 Little Tree Court
Rockville, Maryland 20850
7. Name: Douglas Feith
Title: Feith and Zell
Residence or Business Address: President and Director
1300 19th Street, N.W.
Suite 400
Washington,DC 20036
8. Name: Leesa Fields
Title: Director
Residence or Business Address: 6624 Struttmann Lane
North Bethesda, Maryland 20852
9. Name: Jay Finkelstein
Title: Director
Residence or Business Address: 7507 Connecticut Avenue
Chevy Chase, Maryland 20815
10. Name: Rabbi Lyle Fishman
Title: Director
Residence or Business Address: Ohr Kodesh Congregation
8402 Freyman Drive
Chevy Chase, Maryland 20815
11. Name: Annette Forseter
Title: Director
Residence or Business Address: 6417 Danville Court
Rockville, Maryland 20852
<PAGE>
12. Name: Cheryl Friedman
Title: Director
Residence or Business Address: 6909 Loch Lomond Terrace
Bethesda, Maryland 20817
13. Name: Norman Goldstein
Title: Director
Residence or Business Address: 1014 Chiswell Lane
Silver Spring, Maryland 20901
14. Name: Amy Kaufman Goot
Title: Director
Residence or Business Address: 8818 Chalon Drive
Bethesda, Maryland 20817
15. Name: Donald Gutman
Title: Director and Treasurer
Residence or Business Address: 8825 Sleepy Hollow Lane
Potomac, Maryland 20854
16. Name: Nancy Hamburger
Title: Director and Vice President
Residence or Business Address: 9213 Fall River Lane
Potomac, Maryland 20854
17. Name: Dr. Ronald Jacobs
Title: Director
Residence or Business Address: 11525 Twining Lane
Potomac, Maryland 20854
18. Name: Ron Kaplan
Title: Director
Residence or Business Address: 7909 Greentree Road
Bethesda, Maryland
19. Name: Vera Katz
Title: Director and Secretary
Residence or Business Address: 7802 Ivymount Terrace
Potomac, Maryland 20854
20. Name: Jay Lefkowitz
Title: Director
Residence or Business Address: 8907 McGregor Drive
Chevy Chase, Maryland 20815
21. Name: Mark D. Lemer
Title: Director
Residence or Business Address: Lerner Enterprises
11501 Huff Court
North Bethesda, Maryland 20895-1094
<PAGE>
22. Name: Belly May
Title: Director
Residence or Business Address: 9032 Mistwood Drive
Potomac, Maryland 20854
23. Name: Elizabeth Lauren-Oser
Title: Director
Residence or Business Address: 11221 Trippon Court
North Potomac, Maryland 20878
24. Name: Elizabeth Schrayer
Title: Director
Residence or Business Address: 10913 Roundtable Court
Rockville, Maryland 20852
25. Name: Dr. Michael Sharon
Title: Director
Residence or Business Address: 13 Chancelet Court
Rockville, Maryland 20852
26. Name: Janet Snider
Title: Director
Residence or Business Address: 11100 Willowbrook Drive
Potomac, Maryland 20852
27. Name: Jeffrey Snyder
Title: 5813 Mossrock Drive
Residence or Business Address: Rockville, Maryland
28. Name: Judry Subar
Title: Director
Residence or Business Address: 11709 Greenlane Drive
Potomac, Maryland 20854
29. Name: Philip Sunshine
Title: Director
Residence or Business Address: 11909 Whistler Court
Potomac, Maryland 20854
</TABLE>
