<PAGE>
===============================================================================
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
Circle.com Common Stock, par value $0.001 per share
-------------------------------------
(Title of Class of Securities)
832914 10 5
832914 20 4
-------------------------------------
(CUSIP Number)
R. John Cooper
410 Park Avenue
Suite 1520
New York, New York 10022
(212) 753-1410
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
With a Copy to:
Bruce W. Gilchrist, Esq.
J. Warren Gorrell, Jr., Esq.
Hogan & Hartson L.L.P.
555 13th Street, N.W.
Washington, D.C. 20004
(202) 637-5600
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 (S)(S) 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. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act. (However, see the
Notes.)
(Continued on following pages)
(Page 1 of 18 Pages)
<PAGE>
------------------------------------- -----------------------------------
CUSIP NO.832914 10 5 13D Page 2 of 18 Pages
832914 20 4
------------------------------------- -----------------------------------
------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HAVAS ADVERTISING
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 19,972,431 shares of SNC Common Stock*
OWNED BY 4,983,106 shares of Circle.com Common Stock*
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 19,972,431 shares of SNC Common Stock*
4,983,106 shares of Circle.com Common Stock*
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,972,431 shares of SNC Common Stock*
4,983,106 shares of Circle.com Common Stock*
------------------------------------------------------------------------------
12 CHECK 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 (See Instructions)
CO
------------------------------------------------------------------------------
* 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.
ITEM 2. Identity and Background
This statement is being filed by Havas Advertising, a French
corporation (the "Reporting Person"), in connection with the acquisition of
beneficial ownership of shares of SNC Common Stock and Circle.com Common Stock
by the Reporting Person as a result of its receipt of irrevocable proxies
granted in the Company Stockholder Voting Agreement, dated as of February 20,
2000, by and among USN College Marketing, L.P., a Delaware limited partnership,
D.M.S. Endowment, LLC, a Delaware limited liability company, Daniel M. Snyder,
an individual, Michele D. Snyder, an individual, Mortimer B. Zuckerman, an
individual, Fred Drasner, an individual, (together with the Charles E. Smith
Jewish Day School of Greater Washington, Inc., a Delaware corporation, the
"Significant Company Stockholders")* and the Reporting Person, as amended and
restated by the Amended and Restated Company Stockholder Voting Agreement, dated
as of August 18, 2000, by and among the Significant Company Stockholders and the
Reporting Person (as so amended and restated, the "Voting Agreement"). A copy of
the Voting Agreement is attached hereto as Exhibit 1 and described more fully in
Item 4 of this Schedule 13D. Pursuant to the Voting Agreement, each of the
Significant Company Stockholders granted an irrevocable proxy to the Reporting
Person to vote their shares of SNC Common Stock and Circle.com Common Stock in
favor of the proposed merger of the Company and the Reporting Person, as
described more fully in Item 4 of this Schedule 13D. In addition, the Reporting
Person 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 (the "Exchange Act"), with the
Significant Company Stockholders by virtue of being a party to the Voting
Agreement.
The principal business of the Reporting Person, a global advertising
and communications company, is to offer a complete line of communications
services, including general advertising, direct marketing, media planning and
buying, corporate communications, sales promotion, design, human resources,
multimedia interactive communications and public relations. The principal
business office of the Reporting Person is 84, rue de Villiers, 92683 Levallois-
Perret Cedex, France. The name, residence or business address, citizenship and
present principal occupation or employment of the executive officers and
directors of the Reporting Person are set forth on Schedule A hereto and such
information is incorporated by reference herein.
During the last five years, neither the Reporting Person nor, to the
best of the Reporting Person's knowledge, any executive officer or director of
the Reporting Person, has (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
Pages 3 of 18 Pages
<PAGE>
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.
Havas S.A., a French societe anonyme ("Havas"), may, under the rules
of the Securities and Exchange Commission, be deemed a controlling person of the
Reporting Person. Havas is principally engaged in the business of publishing
and multimedia and its principal business address is 31, rue du Colisee, 75008
Paris. Havas is a wholly owned subsidiary of Vivendi S.A., a French societe
anonyme ("Vivendi"). The business address of Vivendi is 42 Avenue de Friedland,
75380 Paris, Cedex 08, France. According to information provided by Vivendi and
other publicly available information, Vivendi and its subsidiaries are involved
in two major sectors: utilities (water, transport, waste management and energy)
and communications (telecommunications, publishing, multimedia and audiovisual).
According to information provided by Vivendi and other publicly available
information, the name, residence or business address, citizenship and present
principal occupation or employment of the executive officers and directors of
Vivendi are set forth on Schedule B hereto and such information is incorporated
by reference herein.
According to information provided by Vivendi, during the last five
years, neither Vivendi nor, to the best of Vivendi's knowledge, any executive
officer or director of Vivendi, has (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.
* The Reporting Person expects that the Significant Company Stockholders will
file, on or about September 13, 2000, a statement of beneficial ownership on
Schedule 13D with the Securities and Exchange Commission in connection with
their beneficial ownership of SNC Common Stock and Circle.com Common Stock as
parties to the Voting Agreement. For specific information with respect to each
of the Significant Company Stockholders, please refer to such Schedule 13D.
ITEM 3. Source and Amount of Funds or Other Consideration
No funds were used by the Reporting Person to acquire beneficial
ownership of any shares of SNC Common Stock or Circle.com Common Stock. This
Schedule 13D is being filed on behalf of the Reporting Person as the beneficial
owner of the shares of SNC Common Stock and Circle.com Common Stock (the
"Shares") reflected in this Schedule 13D in connection with its receipt of
irrevocable proxies granted to the Reporting Person by each of the Significant
Company Stockholders in the Voting Agreement. The Voting Agreement was entered
into in connection with the execution of the Merger Agreement (as defined
below). In addition, the Reporting Person may be deemed to be a member of a
group, within the meaning of Section 13(d)(3) of the Exchange Act, with the
Significant Company Stockholders by virtue of being a party to the Voting
Agreement.
The Reporting Person has filed a registration statement on Form F-4
(Registration No. 333-43362), as amended, with the Securities and Exchange
Commission (the "Form F-4 Registration Statement"). The Form F-4 Registration
Statement includes, among other things, a description of the Merger Agreement,
the Merger (as defined below) and the Voting Agreement.
Page 4 of 18 Pages
<PAGE>
ITEM 4. Purpose of Transaction
On August 18, 2000, the Reporting Person and the Significant Company
Stockholders 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 the Reporting
Person, HAS Acquisition Corp., a Delaware corporation ("Merger Subsidiary"), and
the Company, whereby the Reporting Person agreed to acquire all of the issued
and outstanding shares of SNC Common Stock through the merger of Merger
Subsidiary into the Company (the "Merger"). Upon completion of the Merger, the
separate existence of Merger Subsidiary will cease, and the Company will
continue as the surviving corporation (the "Surviving Corporation"). The
certificate of incorporation of the Company will be the certificate of
incorporation of the Surviving Company and the bylaws of Merger Subsidiary in
effect at the time the Merger is completed will be the bylaws of the Surviving
Company. In addition, until successors are duly elected or appointed and
qualified, the directors and officers of Merger Subsidiary at the time the
Merger is completed will be the directors and officers of the Surviving
Corporation. The consideration to be paid to holders of SNC Common Stock in the
Merger will consist of American Depositary Shares of the Reporting Person,
having an aggregate value of approximately $2.1 billion. The American
Depositary Shares of the Reporting Person will be quoted on the Nasdaq National
Market System under the symbol "HADV" at the time the Merger is completed.
Following the Merger, the SNC Common Stock will no longer be listed on the New
York Stock Exchange. The Circle.com Common Stock will continue to be quoted on
the Nasdaq National Market after the Merger.
Pursuant to the Voting Agreement, each Significant Company Stockholder
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 Significant Company Stockholder or as to which such Significant
Company Stockholder 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 Significant Company Stockholder granted
to and appointed the Reporting Person and each of Jacques Herail and Bob
Schmetterer, in their respective capacities as officers of the Reporting Person,
and any individual who thereafter succeeded to any such officer of the Reporting
Person, and any other designee of Reporting Person, 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
Significant Company Stockholder in favor of the Merger and adoption of the
Merger Agreement.
In addition, each Significant Company Stockholder agreed not to (i)
effect a "Disposition" (as defined in the Voting Agreement, attached hereto as
Exhibit 1) 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 Significant Company Stockholder in the
Voting Agreement untrue or incorrect, or have the effect of preventing or
disabling such Significant Company Stockholder from performing such Significant
Company Stockholder's obligations under the Voting Agreement or the Company from
performing its obligations under the Merger Agreement.
The foregoing descriptions of the Voting Agreement and the Merger
Agreement do not purport to be complete and are qualified in their entirety by
reference to such agreements,
Page 5 of 18 Pages
<PAGE>
which are attached hereto as Exhibits 1 and 2, respectively, and which are
incorporated herein by reference in their entirety.
Except as set forth above, the Reporting Person has 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) Based upon the representations made by the Significant Company
Stockholders in the Voting Agreement, as of the close of business on August 18,
2000, the Reporting Person beneficially owned, 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. In addition, the Reporting
Person may be deemed to be a member of a group, within the meaning of Section
13(d)(3) of the Exchange Act, with the Significant Company Stockholders by
virtue of being a party to the Voting Agreement. The Reporting Person disclaims
the existence of a group within the meaning of Section 13(d)(3) of the Exchange
Act based upon the Voting Agreement or any other agreements with respect to the
SNC Common Stock or the Circle.com Common Stock.
(b) The Reporting Person does not have general power to vote or
direct the voting of any shares of SNC Common Stock or Circle.com Common Stock.
Pursuant to the terms and conditions of the Voting Agreement, the Reporting
Person has a limited power to vote 19,972,431 shares of SNC Common Stock and
4,983,106 shares of Circle.com Common Stock in favor of the approval and
adoption of the Merger Agreement (as described more fully in Item 4 above).
The Reporting Person does not have general power to dispose of or
direct the disposition of any shares of SNC Common Stock or Circle.com Common
Stock. Pursuant to the terms and conditions of the Voting Agreement, the
Reporting Person may be deemed to have indirect power to dispose of 19,972,431
shares of SNC Common Stock and 4,983,106 shares of Circle.com Common Stock as a
result of its voting power to vote in favor of the approval and adoption of the
Merger Agreement (as described more fully in Item 4 above).
To the best of the Reporting Person's knowledge, the Significant
Company Stockholders have the power to vote, direct the voting of, dispose of or
direct the disposition of shares of SNC Common Stock or Circle.com Common Stock
as set forth on Schedule C attached hereto and incorporated by reference herein.
To the best of the Reporting Person's knowledge, the name, business address,
citizenship, present principal occupation or employment and other information
regarding each of the Significant Company Stockholders are set forth on Schedule
C hereto and such information is incorporated by reference herein.
(c) The Reporting Person has not effected any transactions in the SNC
Common Stock or the Circle.com Common Stock during the past sixty days other
than through the execution of the Voting Agreement.
(d) Not applicable.
(e) Not applicable.
Page 6 of 18 Pages
<PAGE>
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Except as set forth in Items 4 and 5 of this Schedule 13D, the
Reporting Person does not have any contracts, arrangements, understandings or
relationships with respect to securities of the issuer.
ITEM 7. Material to be Filed as Exhibits
1. 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. (Incorporated by reference to Exhibit 10.2 of the Registration
Statement on Form F-4 of the Reporting Person (Registration No. 333-43362))
2. Amended and Restated Agreement and Plan of Merger dated as of
August 3, 2000 among Havas Advertising, HAS Acquisition Corporation and Snyder
Communications. (Incorporated by reference to Exhibit 2.1 of the Registration
Statement on Form F-4 of the Reporting Person (Registration No. 333-43362))
[The remainder of this page intentionally left blank.]
Page 7 of 18 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: September 13, 2000
HAVAS ADVERTISING
By: /s/ Jacques Herail
___________________________
Name: J. Herail
Title: Director General
Page 8 of 18 Pages
<PAGE>
SCHEDULE A
----------
EXECUTIVE OFFICERS AND DIRECTORS OF HAVAS ADVERTISING
-----------------------------------------------------
Each person named below is a director or executive officer of Havas
Advertising, whose principal business is described under Item 2 above. Except
as otherwise set forth below, the principal business address of each person is
the address of Havas Advertising set forth in Item 2 above.
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment, Including the Name, Principal
Business and Address of any Corporation
or Other Organization in which such
Position with Havas Employment is Conducted if Other than
Name Advertising Citizenship Havas Advertising
---- ----------- ----------- -----------------
<S> <C> <C> <C>
Alain de Pouzilhac Chairman and French Chairman and Chief Executive Officer,
Chief Executive Officer Havas Advertising
Michel Boutinard Rouelle Director French Consultant
Paul Camous Director French Director, Groupe Andre
Clothing and Shoe Manufacturing and
Retailing
28 Av de Flandre
75019 Paris
France
Jean-Michel Carlo Vice Chairman and Director French Vice Chairman and Director, Havas
Advertising
Alain Cayzac Vice Chairman and Director French Vice Chairman and Director, Havas
Advertising
Richard Colker Director United States Managing Partner, Acadia Investment
of America Corporation
Investing
6 Pelham Place
London SW7 2NH
United Kingdom
Nicolas Duhamel Director French Executive Vice President, Havas S.A.
Publishing and Multimedia
31 rue de Colisee, 75008 Paris
France
Philippe Faure Director French Chairman, Marsh & McLennan France
Risk and Insurance Services
54 Quai Michelet
92300 Levallois-Perret
France
</TABLE>
Page 9 of 18 Pages
<PAGE>
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment, Including the Name, Principal
Business and Address of any Corporation
or Other Organization in which such
Position with Havas Employment is Conducted if Other than
Name Advertising Citizenship Havas Advertising
---- ----------- ----------- -----------------
<S> <C> <C> <C>
Pierre Lescure Director French Chairman, Canal +
Pay Television Channel Operation
85/89 Quai Andre Citroen
75015 Paris
France
Jacques Mayoux Director French Vice-Chairman
Goldman Sachs Europe
Investment Banking and Securities
2 rue de Thann
75017 Paris
France
Thierry Meyer Director Belgian Advisor to the General Management, Alcatel
Telecommunications
54, rue La Boetie
75008 Paris
France
Jean-Laurent Nabet Director French Director of Development, Havas S.A.
Publishing and Multimedia
31 rue de Colisee, 75008 Paris
France
Bob Schmetterer Director United States Chairman and Chief Executive Officer,
of America EURO RSCG Worldwide
Advertising and Communications
350 Hudson Street
New York, New York 10014
Jacques Seguela Vice Chairman, Chief French Vice Chairman, Chief Creative Officer and
Creative Officer and Director, Havas Advertising
Director
Patrick Soulard Director French Director of Investment Banking Division,
Societe Generale
Banking
17 Cours Valmy
Paris La Defense 7 Valmy
92972 Paris La Defense, Cedex
France
Havas S.A., Director French Chief Operating Officer, Vivendi S.A.
represented by Eric Licoys Chairman and Chief Executive Officer, Havas S.A.
31 rue de Colisee, 75008 Paris
</TABLE>
Page 10 of 18 Pages
<PAGE>
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment, Including the Name, Principal
Business and Address of any Corporation
or Other Organization in which such
Position with Havas Employment is Conducted if Other than
Name Advertising Citizenship Havas Advertising
---- ----------- ----------- -----------------
<S> <C> <C> <C>
SOCIF, a French Director Italian Chairman and Chief Executive Officer,
corporation, represented Immobiliere Hoteliere S.A.
by Clement Vaturi Perfume and Duty Free Shops Worldwide;
Operation and Investments in Hotels
8 rue de l'Hotel de Ville
92200 Neuilly sur Seine
France
Jacques Herail Managing Director and French Managing Director and Chief Financial
Chief Financial Officer Officer, Havas Advertising
Fernando Rodes Vila Chief Executive Officer, French Chief Executive Officer, Media Planning,
Media Planning, S.A. S.A.
Media Planning and Buying Services
84, rue de Villiers
92683 Levallois-Perret, Cedex
France
</TABLE>
Page 11 0f 18 Pages
<PAGE>
SCHEDULE B
----------
LIST OF EXECUTIVE OFFICERS AND DIRECTORS OF VIVENDI S.A.
--------------------------------------------------------
Each person named below is a director or executive officer of Vivendi S.A.,
whose principal business is described under Item 2 below. Except as otherwise
set forth below, the principal business address of each person is the address of
Vivendi S.A. set forth in Item 2 above.
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment, Including the Name,
Principal Business and Address of any
Corporation or Other Organization in
Name of Executive Office or Position with which such Employment is Conducted if
Director Vivendi S.A. Citizenship Other than Vivendi S.A.
------- ------------ ----------- -----------------------
<S> <C> <C> <C>
Jean-Marie Messier Chairman of the French Chairman and
Board of Directors Chief Executive Officer, Vivendi S.A.
and Chief
Executive Officer
Eric Licoys Chief Operating French Chief Operating Officer, Vivendi, S.A.
Officer and Chairman and Chief Executive Officer, Havas S.A.
Director
Jean-Louis Guy Henry Beffa Director French Chairman and Chief Executive Officer, Campagne de
Saint Gobain
Distribution and Production of Glass Containers,
Sheet Glass and Other Products
18, Avenue d'Alsace
92400 Courbevoie
Rene Francois Thomas Director French Honorary Chairman, Banque Nationale de Paris
Banking
16, Boulevard des Italiens
75009 Paris
Marc Andre Dominique Vienot Director French Chairman, Paris Europlace
Association of Financial Institutions
and Corporations
39, rue Cambon
75039 Paris, Cedex ler
France
Jacques Friedmann Director French Chairman of the Supervisory Board, AXA
Insurance
9, Place Vendome
75001 Paris
France
Bernard Jean Etienne Arnault Director French Chairman and Chief Executive Officer, Louis Vuitton
Moet Hennessy
Luxury Goods Manufacturing
30, avenue Hoche
75008 Paris
France
</TABLE>
Page 12 of 18 Pages
<PAGE>
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment, Including the Name,
Principal Business and Address of any
Corporation or Other Organization in
Name of Executive Office or Position with which such Employment is Conducted if
Director Vivendi S.A. Citizenship Other than Vivendi S.A.
------- ------------ ----------- -----------------------
<S> <C> <C> <C>
Philippe Foriel-Destezet Director French Chairman and Chief Executive
Officer of Adecco, Alcila,
Ecco, Idem France and Nescofin
UK Limited
Personnel Placement Services
43 Rutlandgate
S.W. 71 ED London
England
Simon Murray Director French Chairman, Simon Murray & Associates
Financial Holding Company
Princes House
38 Jermyn Street
London SW1Y 6DT
Serge Tchuruk Director French Chairman and Chief Executive
Officer, Alcatel
Telecommunications
54, rue de la Boetie
75382 Paris Cedex 08
France
Henri Lachmann Director French Chairman and Chief Executive
Officer, Schneider Electric S.A.
Electrical Distribution Equipment
Manufacturing and Distribution
43-45, boulevard F. Roosevelt
92500 Rueil Malmaison
Esther Koplowitz Romero de Juseu Director Spanish Vice Chairman, FCC
Construction and Urban Cleaning
Activities
Plaza Pablo Ruiz Picasso
28020 Madrid
Jean-Marc Esplioux Director French Chief Executive Officer, Accor
Hotel Management
2, rue de la Mare-Neuve
91021 Evry Cedex
France
Thomas Middlehoff Director German Chairman and Chief Executive
Officer, Bertelsmann AG
Media & Publishing
Carl-Bertelsmann-Strasse 270
D-33311 Gutersloh
Henri Proglio Senior Executive French Senior Executive Vice President,
Vice President, Vivendi Environment
Vivendi Environment
</TABLE>
Page 13 of 18 Pages
<PAGE>
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment, Including the Name,
Principal Business and Address of any
Corporation or Other Organization in
Name of Executive Office or Position with which such Employment is Conducted if
Director Vivendi S.A. Citizenship Other than Vivendi S.A.
------- ------------ ----------- -----------------------
<S> <C> <C> <C>
Phillippe Germond Senior Executive French Senior Executive Vice President,
Vice President, Vivendi Communications
Vivendi 42 Avenue de Friedland
Communications 75380 Paris Cedex 08
France
Guillaume Hannezo Chief Financial French Chief Financial Officer, Vivendi S.A.
Officer
Jean-Francois Colin Executive Vice French Executive Vice President, Human
President, Human Resources, Vivendi S.A.
Resources
Daniel Caille Executive Vice French Executive Vice President, Vivendi S.A.
President
Jean-Francois Dubos Company Secretary French Company Secretary, Vivendi S.A.
Christine Delavennat Vice President, French Vice President, Corporate
Corporate Communication, Vivendi S.A.
Communication
Thierry de Beauce Vice President, French Vice President, International Affairs,
International Vivendi S.A.
Affairs
Agnes Audier Vice President, French Vice President, Strategy and Business
Strategy and Development, Vivendi S.A.
Business
Development
Sylvie d'Arvisenet Ethical Standards French Ethical Standards, Vivendi S.A.
</TABLE>
Page 14 of 18 Pages
<PAGE>
SCHEDULE C
----------
LIST OF SIGNIFICANT COMPANY STOCKHOLDERS
----------------------------------------
<TABLE>
<S> <C>
1. Significant Company Stockholder: 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
Shares with Sole Voting Power: 0
Shares with Shared Voting Power: 5,290,939 shares of SNC Common Stock
1,322,734 shares of Circle.com Common Stock
Shares with Sole Dispositive Power: 0
Shares with Shared Dispositive Power: 5,290,939 shares of SNC Common Stock
1,322,734 shares of Circle.com Common Stock
Aggregate amount Beneficially Owned: 19,972,431 shares of SNC Common Stock
4,983,106 shares of Circle.com Common Stock
Percent of Class Rep. by Aggregate: 27.6% of SNC
21.9% of Circle.com
2. Significant Company Stockholder: 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
Shares with Sole Voting Power: 4,337,976 shares of SNC Common Stock
1,084,494 shares of Circle.com Common Stock
Shares with Shared Voting Power: 0
Shares with Sole Dispositive Power: 4,337,976 shares of SNC Common Stock
1,084,494 shares of Circle.com Common Stock
Shares with Shared Dispositive Power: 0
Aggregate amount Beneficially Owned: 19,972,431 shares of SNC Common Stock
4,983,106 shares of Circle.com Common Stock
Percent of Class Rep. by Aggregate: 27.6% of SNC
21.9% of Circle.com
</TABLE>
Page 15 of 18 Pages
<PAGE>
3. Significant Company Stockholder: 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
Shares with Sole Voting Power: 5,551,171 shares of SNC Common
Stock
1,382,793 shares of Circle.com
Common Stock
Shares with Shared Voting Power: 0
Shares with Sole Dispositive Power: 5,551,171 shares of SNC Common
Stock
1,382,793 shares of Circle.com
Common Stock
Shares with Shared Dispositive Power: 0
Aggregate amount Beneficially Owned: 19,972,431 shares of SNC Common
Stock
4,983,106 shares of Circle.com
Common Stock
Percent of Class Rep. by Aggregate: 27.6% of SNC
21.9% of Circle.com
4. Significant Company Stockholder: 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
Shares with Sole Voting Power: 1,945,490 shares of SNC Common
Stock
481,372 shares of Circle.com
Common Stock
Shares with Shared Voting Power: 0
Shares with Sole Dispositive Power: 1,945,490 shares of SNC Common
Stock
481,372 shares of Circle.com
Common Stock
Shares with Shared Dispositive Power: 0
Aggregate amount Beneficially Owned: 19,972,431 shares of SNC Common
Stock
4,983,106 shares of Circle.com
Common Stock
Percent of Class Rep. by Aggregate: 27.6% of SNC
21.9% of Circle.com
Page 16 of 18 Pages
<PAGE>
5. Significant Company Stockholder: 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
Shares with Sole Voting Power: 634,610 shares of SNC Common Stock
158,652 shares of Circle.com
Common Stock
Shares with Shared Voting Power: 5,290,939 shares of SNC Common
Stock
1,322,734 shares of Circle.com
Common Stock
Shares with Sole Dispositive Power: 634,610 shares of SNC Common Stock
158,652 shares of Circle.com
Common Stock
Shares with Shared Dispositive Power: 5,290,939 shares of SNC Common
Stock
1,322,734 shares of Circle.com
Common Stock
Aggregate amount Beneficially Owned:
4,983,106 shares of Circle.com
Common Stock
Percent of Class Rep. by Aggregate: 27.6% of SNC
21.9% of Circle.com
6. Significant Company Stockholder: 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 New 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
Shares with Sole Voting Power: 1,125,303 shares of SNC Common
Stock
281,325 shares of Circle.com
Common Stock
Page 17 of 18 Pages
<PAGE>
<TABLE>
<S> <C>
Shares with Shared Voting Power: 5,290,939 shares of SNC Common Stock
1,322,734 shares of Circle.com Common
Stock
Shares with Sole Dispositive Power: 1,125,303 shares of SNC Common Stock
281,325 shares of Circle.com Common
Stock
Shares with Share Dispositive Power: 5,290,939 shares of SNC Common Stock
1,322,734 shares of Circle.com Common
Stock
Aggregate amount Beneficially Owned: 19,972,431 shares of SNC Common Stock
4,983,106 shares of Circle.com Common
Stock
Percent of Class Rep. by Aggregate: 27.6% of SNC
21.9% of Circle.com
7. Significant Company Stockholder: 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
Shares with Sole Voting Power: 1,086,942 shares of SNC Common Stock
271,736 shares of Circle.com Common
Stock
Shares with Shared Voting Power: 0
Shares with Sole Dispositive Power: 1,086,942 shares of SNC Common Stock
271,736 shares of Circle.com Common Stock
Shares with Shared Dispositive Power: 0
Aggregate amount Beneficially Owned: 19,972,431 shares of SNC Common Stock
4,983,106 shares of Circle.com Common Stock
Percent of Class Rep. by Aggregate: 27.6% of SNC
21.9% of Circle.com
</TABLE>
Page 18 of 18 Pages
