SNYDER HEALTHCARE SERVICES INC, 10-12G, 1999-06-28

SNYDER HEALTHCARE SERVICES INC
10-12G, 1999-06-28

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As filed with the Securities and Exchange Commission on June 28, 1999

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or 12(g) of
The Securities Exchange Act of 1934

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

SNYDER HEALTHCARE SERVICES, INC.
(Exact name of registrant as specified in its charter)

Delaware Applied For
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)

200 Cottontail Lane
Vantage Court North
Somerset, New Jersey 08873
(Address of principal executive (Zip Code)
offices)

Registrant's telephone number, including area code:

(732) 537-4800

Securities to be registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
Name of each exchange on which
Title of each class to be registered each class is to be registered
------------------------------------ ------------------------------
<S> <C>
Common Stock, par value $0.001 per share Nasdaq National Market
</TABLE>

Securities to be registered pursuant to Section 12(g) of the Act: None

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<PAGE>

SNYDER HEALTHCARE SERVICES, INC.

I. INFORMATION INCLUDED IN INFORMATION STATEMENT AND INCORPORATED IN FORM 10 BY
REFERENCE

Cross Reference Sheet Between Information Statement and Items of Form 10

Item 1. Business

The information required by this item is contained in the sections "Summary,"
"The Distribution" and "Business" of the Information Statement (the
"Information Statement").

The registrant, Snyder Healthcare Services, Inc., a Delaware corporation
("SHS"), is presently a wholly-owned subsidiary of Snyder Communications, Inc.
("Snyder").

Item 2. Financial Information

The information required by this item is contained in the sections "Summary,"
"Selected Financial Data," "Unaudited Pro Forma Financial Data" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" of the Information Statement.

Item 3. Properties

The information required by this item is contained in the section "Business"
of the Information Statement.

Item 4. Security Ownership of Certain Beneficial Owners and Management

The information required by this item is contained in the sections "Security
Ownership of Certain Beneficial Owners and Management" and "Executive
Compensation" of the Information Statement.

Item 5. Directors and Executive Officers

The information required by this item is contained in the sections
"Management--Directors" and "Management--Executive Officers" of the Information
Statement.

Item 6. Executive Compensation

The information required by this item is contained in the section "Executive
Compensation" of the Information Statement.

Item 7. Certain Relationships and Related Transactions

The information required by this item is contained in the section
"Relationship and Agreements between SHS and Snyder after the Distribution" of
the Information Statement.

Item 8. Legal Proceedings

The information required by this item is contained in the section "Business--
Legal Proceedings" of the Information Statement.

Item 9. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters

The information required by this item is contained in the sections "The
Distribution--Manner of Effecting the Distribution," "Security Ownership of
Certain Beneficial Owners and Management" and "Description of Capital Stock" of
the Information Statement.

2
<PAGE>

Item 11. Description of Registrant's Securities to be Registered

The information required by this item is contained in the sections
"Description of Capital Stock" and "Purposes and Effects of Certain Provisions
of Delaware Law, SHS's Certificate of Incorporation and By-Laws" of the
Information Statement.

Item 12. Indemnification of Directors and Officers

The information required by this item is contained in the sections
"Limitation on Liability and Indemnification of Officers and Directors" and
"Purposes and Effects of Certain Provisions of Delaware Law, SHS's Certificate
of Incorporation and By-Laws" of the Information Statement.

Item 13. Financial Statements and Supplementary Data

The information required by this item is identified in "Index to Financial
Statements" of the Information Statement.

Item 15. Financial Statements and Exhibits

(a)Financial Statements

1. See Index to Financial Statements on page F-1 of the Information
Statement.

2. Financial Statement Schedule:

Schedule II--Valuation and Qualifying Accounts

All Schedules, other than those indicated above, are inapplicable, and are
therefore omitted.

3
<PAGE>

(b)Exhibits

<TABLE>
<C> <C> <S>
2.1 Information Statement (attached to this Registration Statement as
Annex A)
* 3.1 Articles of Incorporation of Snyder Healthcare Services, Inc.
* 3.2 By-Laws of Snyder Healthcare Services, Inc.
* 4.1 Specimen form of certificate representing Snyder Healthcare
Services, Inc. common stock
* 10.1 Form of Distribution Agreement, to be entered into between Snyder
and Snyder Healthcare Services, Inc.
* 10.2 Form of Tax Sharing Agreement, to be entered into between Snyder and
Snyder Healthcare Services, Inc.
* 10.3 Form of Employee Benefits Agreement, to be entered into between
Snyder and Snyder Healthcare Services, Inc.
* 10.4 Form of Transitional Services Agreement, to be entered into between
Snyder and Snyder Healthcare Services, Inc.
* 10.5 Form of Snyder Healthcare Services, Inc. 1999 Stock Incentive Plan
* 10.6 Form of Snyder Healthcare Services, Inc. Employee Stock Purchase
Plan
* 10.7 Employment Agreement, dated June 14, 1999 by and between Eran Broshy
and Snyder Communications, Inc.
* 21.1 Subsidiaries of Snyder Healthcare Services, Inc.
27 Financial Data Schedule
</TABLE>
- - --------
*To be filed by amendment

4
<PAGE>

II.INFORMATION NOT INCLUDED IN INFORMATION STATEMENT

Item 10. Recent Sales of Unregistered Securities

On June 23, 1999, Snyder Healthcare Services, Inc. issued 100 shares of its
common stock to Snyder, which is and will be the sole stockholder of Snyder
Healthcare Services, Inc. until the distribution has been completed. The
issuance of these 100 shares was made in a transaction exempt from the
registration requirements of the Securities Act of 1933 pursuant to Section
4(2) thereof.

Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.

5
<PAGE>

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

SNYDER HEALTHCARE SERVICES, INC.

By: /s/ Michele D. Snyder
------------------------------------
Name: Michele D. Snyder
Title: Co-Chairperson of the Board
of Directors
June 28, 1999

6
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+Information contained herein is subject to completion or amendment. A +
+registration statement on Form 10 relating to these securities has been filed +
+with the Securities and Exchange Commission. These securities will not be +
+issued prior to the time the registration statement becomes effective. This +
+preliminary information statement shall not constitute an offer to sell or +
+the solicitation of an offer to buy these securities. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

PRELIMINARY COPY, DATED JUNE 28, 1999

--FOR INFORMATION ONLY--

INFORMATION STATEMENT

[LOGO] SNYDER HEALTHCARE SERVICES, INC.

Common Stock
(par value $0.001 per share)

+ + + + + + + + + + + + +
+Consider carefully the +
+risk factors beginning + We have prepared this information statement to
+on page 12 of this + provide you with information regarding the pro rata
+information statement. + distribution to Snyder Communications, Inc. common
+ + stockholders of all of the shares of common stock of
+ + Snyder Healthcare Services, Inc., which will be a
+Stockholder approval + newly-formed company conducting the business
+of the distribution of + currently conducted by Snyder's healthcare services
+SHS common stock is + group.
+not required. We are +
+not asking you for a + The shares of SHS common stock will be distributed
+proxy and we request + on the effective date of the distribution, which is
+that you do not send us+ , 1999, to holders of Snyder common stock at
+a proxy. Also, you are + the close of business on the record date for the
+not required to make + distribution, which is , 1999.
+any payment for the +
+shares of SHS common + If you are a Snyder common stockholder at the
+stock. + close of business on the record date, you will
+ + receive one share of SHS common stock for every two
+ + shares of Snyder common stock you hold. Certificates
+This information state-+ for the shares will be mailed on or about ,
+ment is not an offer to+ 1999. You will receive a check for the cash
+sell, or a solicitation+ equivalent of any fractional shares you otherwise
+of an offer to buy, any+ would have received in the distribution.
+securities of Snyder or+
+SHS. + If you have any questions regarding the
+ + + + + + + + + + + + + distribution, you may call American Stock Transfer
and Trust Company at (800) 937-5449, the
distribution agent, or Snyder's investor relations
contact at (301) 468-1010.

No public market currently exists for the SHS common stock. However, we are
seeking to list the SHS common stock on the Nasdaq National Market. If the
shares are accepted for listing on the Nasdaq National Market, we expect that a
"when-issued" market will develop on or shortly before the record date and
regular trading will begin on the first business day after the effective date of
the distribution.

Proposed Nasdaq National Market Trading Symbol

" "

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the SHS common stock, or determined if
this information statement is truthful or complete. Any representation to the
contrary is a criminal offense.

We first mailed this information statement to Snyder stockholders on ,
1999.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Item Page
- - ---- ----
<S> <C>
SUMMARY.................................................................. 1
Snyder Healthcare Services, Inc. ...................................... 1
Questions and Answers About SHS and the Distribution................... 2
Key Terms of the Distribution.......................................... 5
Information Regarding the Distribution and SHS......................... 6
Reasons for Furnishing This Information Statement...................... 7
Forward-Looking Statements............................................. 7
Summary Historical Financial Data...................................... 8
Summary Unaudited Pro Forma Financial Data............................. 9
THE DISTRIBUTION......................................................... 11
Background and Reasons for the Distribution............................ 11
Manner of Effecting the Distribution................................... 11
Risk Factors........................................................... 12
Material Federal Income Tax Consequences............................... 16
Market for SHS Common Stock............................................ 17
Dividend Policy........................................................ 17
Distribution Conditions and Termination................................ 18
RELATIONSHIP AND AGREEMENTS BETWEEN SHS AND SNYDER AFTER THE
DISTRIBUTION............................................................ 19
General................................................................ 19
Distribution Agreement................................................. 19
Tax Sharing Agreement.................................................. 20
Transitional Services Agreement........................................ 20
Employee Benefits Agreement............................................ 20
Other Agreements....................................................... 20
BUSINESS................................................................. 21
Overview............................................................... 21
Trends Affecting Growth................................................ 21
The SHS Solution....................................................... 23
SHS's Operating Groups................................................. 25
Competitive Advantages................................................. 31
Clients................................................................ 33
Competition............................................................ 34
Employees.............................................................. 34
Government Regulation.................................................. 35
Properties............................................................. 35
Legal Proceedings...................................................... 36
SELECTED FINANCIAL DATA.................................................. 37
UNAUDITED PRO FORMA FINANCIAL DATA....................................... 38
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS........................................................... 40
Overview............................................................... 40
Results of Operations.................................................. 40
Liquidity and Capital Resources........................................ 45
Effect of Inflation.................................................... 45
Quantitative and Qualitative Disclosures About Market Risk............. 45
</TABLE>

i
<PAGE>

<TABLE>
<CAPTION>
Item Page
- - ---- ----
<S> <C>
MANAGEMENT............................................................... 46
Directors.............................................................. 46
Directors' Meetings and Committees..................................... 46
Compensation of Directors.............................................. 47
Executive Officers..................................................... 47
EXECUTIVE COMPENSATION................................................... 48
Historical Compensation................................................ 48
SHS Compensation and Benefit Plans..................................... 49
Treatment of Snyder Options and Other Benefits Following the
Distribution.......................................................... 51
Employment Agreements.................................................. 52
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT........... 54
DESCRIPTION OF CAPITAL STOCK............................................. 55
Authorized Capital Stock............................................... 55
SHS Common Stock....................................................... 55
Preferred Stock........................................................ 55
No Preemptive Rights................................................... 55
Transfer Agent and Registrar........................................... 55
PURPOSES AND EFFECTS OF CERTAIN PROVISIONS OF DELAWARE LAW, SHS'S
CERTIFICATE OF INCORPORATION AND BY-LAWS................................ 56
Delaware Law........................................................... 56
Certificate of Incorporation and By-Laws............................... 56
LIMITATION ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS.... 57
Limitation on Liability of Directors................................... 57
Indemnification and Insurance.......................................... 57
ADDITIONAL INFORMATION................................................... 58
INDEX TO FINANCIAL STATEMENTS............................................ F-1
</TABLE>

ii
<PAGE>

SUMMARY

This summary highlights selected information from this information statement,
but does not contain all details concerning the distribution of the SHS common
stock to Snyder stockholders, including information that may be important to
you. To better understand the distribution, and the business and financial
position of SHS, you should carefully review this entire document. References
in this information statement to "SHS" mean Snyder Healthcare Services, Inc.
and its subsidiaries. References in this information statement to "Snyder" mean
Snyder Communications, Inc. and its subsidiaries and affiliates.

Snyder Healthcare Services, Inc.

After the distribution, SHS will continue to be one of the leading providers
of marketing and sales services for the pharmaceutical and life sciences
industries. Our salesforce ranks first or second in size among outside
providers in four of the top five worldwide pharmaceutical markets. Our core
client base includes the 20 largest pharmaceutical companies. Our three
operating groups offer services which are designed to develop, establish and
monitor strategic marketing plans for pharmaceutical and other life sciences
products, conduct educational research and communications services for the
medical community and execute our clients' marketing strategies. Our Health
Products Research Group uses proprietary systems to analytically design and
monitor targeted marketing and sales programs. Our Healthcare Communications
Group provides services which create pharmaceutical product awareness and
demand within the medical community both prior and subsequent to a product's
launch. Our Contract Sales Group executes pharmaceutical product sales and
marketing programs through its salesforce.

As of the distribution date, the business conducted by Snyder's healthcare
services group will have been transferred to Snyder Healthcare Services, Inc.,
a newly formed Delaware corporation. The shares of common stock of SHS will be
distributed to Snyder stockholders on a pro rata basis.

The distribution of the shares of SHS common stock will be effective on the
distribution date, , 1999. Following the distribution, Snyder will
focus its efforts on its worldwide direct marketing, advertising,
communications and Internet professional services business.

Snyder's management believes that separating SHS into a separate,
strategically focused public company will provide the following benefits:

. Tie Compensation to Performance. Following the distribution, SHS will be
able to attract and retain key employees through the use of stock-based
incentives and more closely tie compensation incentives for its
employees to the performance of the healthcare marketing services
business. The primary component of the compensation packages for Eran
Broshy, the Chief Executive Officer of SHS, and the other members of
SHS's management team will be SHS common stock. We intend to establish
certain employee benefit plans for the benefit of SHS employees,
including a stock incentive plan and an employee stock purchase plan.
These equity incentives are expected to help SHS attract and retain
talented and effective management and to motivate employees throughout
the organization. In connection with the distribution, existing stock
option and other incentive awards to SHS's employees will be cancelled
and replaced with SHS common stock awards. SHS's ability to effectively
attract, retain and incentivize its management team and employees of the
healthcare marketing services business is a principal purpose of the
distribution.

. Develop Focused Business Strategies. Snyder's management believes that,
because of the unique characteristics of its healthcare marketing
services business, the business strategies of SHS need to be
distinguished from those pursued by Snyder in its core markets. As a
separate company, SHS will have more flexibility in responding to the
needs of its client base. This focus will enable SHS to compete more
effectively in the pharmaceutical and life sciences industries.

1
<PAGE>

. Improve Access to Capital. The distribution will give SHS direct access
to capital markets. As a group within Snyder, SHS competed with the
other operating businesses and groups within Snyder for management
attention, support resources and capital to finance expansion and growth
opportunities. As a separate company, with its own management and
structure, SHS will be better able to obtain the debt and equity funding
necessary to execute its business plans and strategies.

. Increase Visibility to the Capital Markets. Following the distribution,
the financial markets will be able to focus on the individual businesses
and strengths of SHS and Snyder and more accurately evaluate the
performance of each distinct business compared to companies in the same
or similar businesses.

After the distribution, Snyder will retain responsibility for liabilities and
obligations relating to its direct marketing, advertising, communications and
Internet professional services business, and for general corporate liabilities
that are not directly related to the healthcare services business.

Questions and Answers About SHS and the Distribution

What is SHS's Business? After the distribution, SHS will operate the
healthcare marketing services business currently
conducted by Snyder's healthcare services group.
SHS's marketing and sales services are provided to
clients in the life sciences industry in the U.S. and
Europe through its three units: the Health Products
Research Group, Healthcare Communications Group and
Contract Sales Group. These three units allow us to
provide integrated marketing services across the full
range of areas required for the successful sale of a
pharmaceutical or life sciences product.

Why is Snyder Snyder believes that separating its healthcare
separating the marketing services business into a strategically
healthcare services focused public company will allow SHS to more closely
business in a publicly tie compensation incentives for its employees to its
traded company? business' performance and allow SHS to implement
business strategies that are closely tailored to its
particular marketing services. As a separate company,
SHS is also expected to benefit from more focused
management attention and improved access to the
capital markets.

Who will be the Eran Broshy will be the Chief Executive Officer of
executive officers and SHS. Mr. Broshy has extensive experience in the
directors of SHS? pharmaceutical and life sciences industries, serving
as North American healthcare practice leader of the
Boston Consulting Group until 1998, and most recently
as President and Chief Executive Officer of Coelcanth
Corporation, a privately-held biotechnology company.
Mr. Broshy will be supported by a management team
that will include Robert Brown, Ph.D., R. Jeremy
Stone, M.D., Allan Avery and William C. Pollock. See
"Management--Executive Officers" beginning on page
47.

The SHS Board of Directors will consist of
persons, including both Daniel M. Snyder
and Michele D. Snyder, who will serve as non-
executive co-chairpersons of SHS, and Eran Broshy,
Fred Drasner, Mortimer Zuckerman and
additional independent directors that will be
designated prior to the distribution. See
"Management--Directors" beginning on page 46.

2
<PAGE>

After the distribution, After the distribution, Snyder will no longer own any
will SHS be related to SHS common stock. However, Snyder and SHS will enter
Snyder in any way? into certain agreements to define their ongoing
relationship after the distribution. These agreements
also allocate responsibility for obligations arising
prior to the distribution and for certain obligations
that might arise in the future. See "Relationship and
Agreements Between SHS and Snyder After the
Distribution" beginning on page 19.

What are the risks SHS's business is subject to risks that include,
involved in owning SHS among others, management of its rapid growth, risks
common stock? related to its international operations and
expansion, and its reliance on significant clients.
The separation of SHS from Snyder presents certain
additional risks because SHS has never operated
independently of Snyder; there is no existing market
for SHS common stock (although we are seeking to list
the SHS common stock on the Nasdaq National Market);
and a large number of the shares distributed could be
sold into the market at any given time. See "The
Distribution--Risk Factors" beginning on page 12 for
a more complete discussion of certain matters which
you should consider in respect of your ownership of
SHS common stock.

What do I have to do to Nothing. No proxy or vote is necessary for the
participate in the distribution. If you own Snyder common stock as of
distribution? the close of business on the record date,
, 1999, shares of SHS common stock will
be mailed to you or credited to your brokerage
account in , 1999. You do not need to mail
in Snyder stock certificates to receive the SHS
common stock certificates. You will not receive new
Snyder common stock certificates.

Explain the One share of SHS common stock will be distributed for
distribution ratio. every two shares of Snyder common stock you own on
the record date. For example, if you own 100 shares
of Snyder common stock as of the close of business on
the record date, you will receive 50 shares of SHS
common stock in the distribution. You will receive a
check for the cash equivalent of any fractional
shares you otherwise would have received in the
distribution.

Is the distribution The distribution is conditioned on Snyder receiving
taxable for United an opinion from Arthur Andersen LLP substantially to
States federal income the effect that the distribution should be tax-free
tax purposes? to Snyder and to Snyder's U.S. stockholders except
with respect to cash you are paid in lieu of
fractional shares of SHS common stock. See "The
Distribution--Risk Factors--Tax Consequences of the
Distribution" beginning on page 15 and "The
Distribution--Material Federal Income Tax
Consequences" beginning on page 16, for a more
complete discussion of the United States federal
income tax consequences of the distribution to
holders of Snyder common stock.

Will I be paid any SHS does not anticipate paying any cash dividends on
dividends on the SHS its common stock in the foreseeable future. See "The
common stock? Distribution--Dividend Policy" beginning on page 17.

Where will my shares of At present, there is no public market for SHS common
SHS common stock trade? stock. SHS is seeking to list its common stock on the
Nasdaq National Market. If the shares are accepted
for listing, we expect that a "when-issued" trading
market for SHS common stock will develop on or
shortly before the

3
<PAGE>

record date, and that "regular-way" trading will
begin on , 1999. See "The Distribution--
Market for SHS Common Stock" beginning on page 17.

Will the distribution After the distribution, the trading price of Snyder
affect the trading common stock may be lower than the trading price
price of my Snyder immediately prior to the distribution. Moreover,
common stock? until the market has evaluated the operations of
Snyder without the business of SHS, the trading price
of Snyder common stock may fluctuate. The combined
trading prices of Snyder common stock and SHS common
stock may not equal the trading price of Snyder
common stock prior to the distribution. See "The
Distribution--Market for SHS Common Stock" beginning
on page 17.

Will shares trade any Yes. A temporary form of interim trading called
differently as a result "when-issued" trading is likely to develop for SHS
of the distribution? common stock on or shortly before the record date and
to continue through the effective date of the
distribution, which is , 1999. A "when-
issued" listing can be identified by the letters "wi"
next to the SHS common stock on the Nasdaq National
Market. If "when-issued" trading develops, you may
buy or sell SHS common stock in advance of the
distribution date on a "when-issued" basis. During
this time, Snyder common stock will continue to trade
on a "regular-way" basis and may also trade on a
"when-issued" basis, reflecting an assumed post-
distribution value for Snyder common stock. Snyder
common stock "when-issued" trading, if available,
could begin on or shortly before the record date and
continue through the distribution date. If this
occurs, an additional listing for Snyder common
stock, followed by the letters "wi", will appear on
the New York Stock Exchange. "When-issued" trading
occurs in order to develop an orderly market and
trading price for SHS common stock (and possibly
Snyder common stock) after the distribution. There
may be differences between the combined value of
"when-issued" SHS common stock and Snyder common
stock as compared to the "regular-way" price of
Snyder common stock during this period. If Snyder
common stock "when-issued" trading is not available,
the New York Stock Exchange will require that shares
of Snyder common stock that are sold or purchased
from the period beginning on , 1999 and
ending on the distribution date be accompanied by due
bills representing the SHS common stock distributable
with respect to such shares, and that during such
period neither the Snyder common stock nor the due
bills may be purchased or sold separately.

What will happen to Both vested and unvested Snyder employee stock
existing employee stock options and other incentive awards held by employees
options to purchase of SHS will be cancelled and replaced with stock
Snyder common stock? options to purchase shares of common stock of SHS.
The replacement awards granted under the SHS stock
incentive plan will maintain the economic position of
the holders, will not increase the aggregate
intrinsic value of the options outstanding, and will
not change the ratio of the exercise price per option
to the market value per share. Snyder employee stock
options and other incentive awards held by employees
of Snyder will be retained by employees of Snyder and
their

4
<PAGE>

exercise prices will be adjusted in the same manner
to reflect the distribution. See "Executive
Compensation -- Treatment of Snyder Options and Other
Benefits Following the Distribution" beginning on
page 51.

Key Terms of the Distribution

No Stockholder Action No action is required by Snyder stockholders to
Required receive SHS common stock in the distribution.

You do not need to surrender Snyder common stock to
receive SHS common stock in the distribution.

The number of shares of Snyder common stock you own
will not change as a result of the distribution.

Record Date If you are a holder of Snyder common stock as of the
close of business on the record date ( ,
1999), you will be entitled to receive SHS common
stock in the distribution.

Distribution Ratio You will receive one share of SHS common stock for
every two shares of Snyder common stock you own as of
the close of business on , 1999.

No Fractional Shares Fractional shares will not be distributed. Instead,
Will Be Issued they will be aggregated and sold in the public market
by the distribution agent and the aggregate cash
proceeds will be distributed ratably to stockholders
otherwise entitled to fractional interests. See "The
Distribution--Manner of Effecting the Distribution"
beginning on page 11.

Shares To Be All of the SHS common stock will be distributed in
Distributed the distribution. Based on the shares of
Snyder common stock outstanding as of
, 1999, shares of SHS common
stock will be distributed.

Mailing Date The distribution agent will mail SHS common stock
certificates to Snyder stockholders on or about
, 1999, which you should receive
shortly thereafter.

5
<PAGE>

Information Regarding the Distribution and SHS

Before the distribution, you should direct inquiries relating to the
distribution to:

Snyder Communications, Inc.
Two Democracy Center
6903 Rockledge Drive
Bethesda, MD 20817
Attention: Investor Relations
(301) 468-1010

After the distribution, you should direct inquiries relating to an investment
in SHS common stock to:

Snyder Healthcare Services, Inc.
200 Cottontail Lane
Vantage Court North
Somerset, NJ 08873
Attention: Investor Relations
(732) 537-4800

After the distribution, the transfer agent and registrar for the SHS common
stock will be:

American Stock Transfer and Trust Company
Shareholder Division
40 Wall Street, 46th Floor
New York, NY 10005
(800) 937-5449

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<PAGE>

Reasons for Furnishing This Information Statement

This information statement is being furnished by Snyder solely to provide
information to Snyder stockholders who will receive SHS common stock in the
distribution. It is not, and is not to be construed as, an inducement or
encouragement to buy or sell any securities of Snyder or SHS. Snyder and SHS
believe that the information presented herein is accurate as of the date
hereof. Changes will occur after the date hereof, and neither Snyder nor SHS
will update the information except to the extent required in the normal course
of their respective public disclosure practices.

Forward-Looking Statements

We believe that many of the statements included in this information
statement, including those under the captions:

. "Summary;"

. "The Distribution--Risk Factors;"

. "Management's Discussion and Analysis of Financial Condition and
Results of Operations;" and

. "Business;"

may be forward-looking statements. Forward-looking statements can be identified
by the use of forward-looking words, such as "may," "will," "project,"
"estimate," "anticipate," "believe," "expect," "continue," "potential,"
"opportunity," or the negative of those terms or other variations of those
terms or comparable words or expressions.

All forward-looking statements are inherently uncertain as they are based on
our current expectations and assumptions concerning future events and they are
subject to numerous known and unknown risks and uncertainties.

We note that a variety of the risks and uncertainties that we discuss in
detail under "The Distribution--Risk Factors" could cause our actual results
and experience to differ materially from those expected. Readers are cautioned
not to place undue reliance on forward-looking statements in this information
statement, which speak only as of the date of this information statement.

7
<PAGE>

Summary Historical Financial Data

The following table summarizes certain historical financial data with respect
to SHS and is qualified in its entirety by reference to, and should be read in
conjunction with, the SHS Historical Financial Statements and related notes
included elsewhere in this information statement. The historical financial data
for the years ended December 31, 1998, 1997 and 1996 have been derived from the
audited financial statements of SHS. Historical financial information may not
be indicative of SHS's future performance as an independent company. See also
"Selected Financial Data," "Unaudited Pro Forma Financial Data," "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
and "Business."

<TABLE>
<CAPTION>
For the Three Months For the Years Ended
Ended March 31, December 31,
--------------------- ----------------------------
1999 1998 1998 1997 1996
---------- ---------- -------- --------- --------
(unaudited)
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Statement of Income Data:
Revenues................ $ 86,939 $ 67,356 $321,500 $ 208,967 $144,704
========== ========== ======== ========= ========
Net income (loss)....... $ 5,089 $ (4,052) $ 1,446 $ (8,718) $ 83
========== ========== ======== ========= ========
Unaudited:
Pro forma historical
basic and diluted net
income (loss) per
share (4).............. $ 0.13 $ (0.11) $ 0.04 $ (0.23) $ --
========== ========== ======== ========= ========
Pro forma adjusted net
income
(loss) (1)............. $ 5,089 $ (4,052) $ 1,446 $ (10,700) $ (2,729)
========== ========== ======== ========= ========
Pro forma adjusted basic
and diluted net income
(loss) per
share (1)(4)........... $ 0.13 $ (0.11) $ 0.04 $ (0.28) $ (0.07)
========== ========== ======== ========= ========
Pro forma adjusted net
income
excluding nonrecurring
items(2)............... $ 6,305 $ 5,642 $ 24,739 $ 9,622 $ 7,393
========== ========== ======== ========= ========
Pro forma adjusted basic
and diluted net income
excluding nonrecurring
items per share (2)(4). $ 0.17 $ 0.15 $ 0.65 $ 0.25 $ 0.20
========== ========== ======== ========= ========
Shares used in computing
net income (loss) per
share (4).............. 37,790 37,790 37,790 37,790 37,790
========== ========== ======== ========= ========
Balance Sheet Data:
Total assets............ $224,251 $193,644 $ 100,947 $ 51,180
========== ======== ========= ========
Long-term debt.......... $ 1,336 $ 1,473 $ 4,154 $ 2,634
========== ======== ========= ========
Total investments and
advances from Snyder
Communications, Inc.(3)
....................... $145,805 $119,727 $ 10,371 $ 4,697
========== ======== ========= ========
</TABLE>
- - --------
(1) Prior to their respective acquisitions, certain U.S.-based acquirees were
not subject to federal or state income taxes. Pro forma adjusted net income
represents historical net income adjusted to reflect a provision for income
taxes as if SHS had been taxed similarly to a C corporation for all periods
presented.
(2) Pro forma adjusted net income, excluding nonrecurring items represents
historical net income adjusted to reflect a provision for income taxes as
if SHS had been taxed similarly to a C corporation for all periods
presented and the elimination of compensation to stockholders,
recapitalization costs and acquisition and related costs. Compensation to
stockholders, recapitalization costs and acquisition costs are considered
to be nonrecurring by SHS because SHS's current operations will not result
in any compensation to stockholders, recapitalization costs or acquisition
costs in future periods.
(3) Investments and advances from Snyder represent the net cash transferred to
SHS from Snyder and businesses acquired by Snyder and contributed to SHS.
No amounts are expected to be repaid to Snyder.
(4) For all periods presented, net income per share has been computed using
shares of SHS that will be issued upon the distribution based on the number
of outstanding shares of Snyder common stock on June 22, 1999. Basic and
diluted net income per share are the same for all periods presented, as
there will be no options to purchase SHS common stock granted until the
distribution.

8
<PAGE>

Summary Unaudited Pro Forma Financial Data

The following unaudited pro forma financial data reflect the distribution as
of the beginning of each of the periods presented for pro forma income
statement data purposes. No pro forma balance sheet is presented, as there were
no pro forma adjustments to the historical balance sheet. The unaudited pro
forma data reflect the estimated changes in corporate overhead as if SHS
operated as an independent entity, SHS's effective income tax rate subsequent
to the distribution and the effects of significant acquisitions as if they had
been consummated at the beginning of each of the periods presented. These data
do not necessarily reflect the results of operations or financial position of
SHS that would have resulted had the distribution actually been consummated as
of such dates. Also these data are not indicative of the future results of
operations or future financial position of SHS.

UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(in thousands)
<TABLE>
<CAPTION>
Healthcare Pro Forma Pro Forma
Historical Entries Healthcare
---------- --------- ----------
<S> <C> <C> <C>
Net revenues............................. $86,939 $ -- $86,939
Operating expenses:
Cost of services..................... 66,856 -- 66,856
Selling, general, and administrative
expenses............................ 10,346 1,871 (1)(4) 12,217
Compensation to stockholders......... -- -- --
Acquisition and related costs........ 1,576 -- 1,576
------- ------- -------
Income from operations................... 8,161 (1,871) 6,290
Interest expense......................... (41) -- (41)
Investment income........................ 278 -- 278
------- ------- -------
Income before income taxes............... 8,398 (1,871) 6,527
Income tax (provision) benefit........... (3,309) 716 (2) (2,593)
------- ------- -------
Net income............................... $ 5,089 $(1,155) $ 3,934
======= ======= =======
</TABLE>

UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME (LOSS)
FOR THE YEAR ENDED DECEMBER 31, 1998
(in thousands)
<TABLE>
<CAPTION>
Purchased Pro
Healthcare Subsidiaries Forma Pro Forma
Historical Historical (3) Entries Healthcare
---------- -------------- ------- ----------
<S> <C> <C> <C> <C>
Net revenues............... $321,500 $10,505 $ -- $332,005
Operating expenses:
Cost of services....... 236,047 8,029 -- 244,076
Selling, general, and
administrative
expenses.............. 43,029 1,820 8,991 (1)(4) 53,840
Compensation to
stockholders.......... 742 -- -- 742
Acquisition and related
costs................. 26,922 -- -- 26,922
-------- ------- ------- --------
Income from operations..... 14,760 656 (8,991) 6,425
Interest expense........... (2,315) (1) -- (2,316)
Investment income.......... 1,850 2 -- 1,852
-------- ------- ------- --------
Income (loss) before income
taxes..................... 14,295 657 (8,991) 5,961
Income tax (provision)
benefit................... (12,849) (412) 3,479 (2) (9,782)
-------- ------- ------- --------
Net income (loss).......... $ 1,446 $ 245 $(5,512) $ (3,821)
======== ======= ======= ========
</TABLE>

9
<PAGE>

- - --------
(1) Reflects the estimated additional costs associated with operating as a
stand-alone public company, including additional finance and
administrative employees, professional services, office rent, advertising
and other general and administrative expenses. There can be no assurance
that actual costs will not exceed these estimates.
(2) Reflects the effect of the estimated increase in SHS's effective tax rate
subsequent to the date of the distribution, net of the tax effect of the
estimated incremental costs associated with operating as a stand-alone
public company. See footnote (1) above.
(3) Reflects the historical results of operations of Healthcare Promotions,
LLC and CLI Pharma S.A. from January 1, 1998 through their respective
dates of acquisition.
(4) Reflects compensation expense of $2.4 million and $0.2 million for the
year ended December 31, 1998 and the three months ended March 31, 1999,
respectively, associated with restricted stock grants to be made to
certain officers and directors of SHS on the distribution date.

10
<PAGE>

THE DISTRIBUTION

Background and Reasons for the Distribution

Snyder is one of the largest worldwide providers of direct marketing,
advertising and communications services, including services provided to
developers and producers of pharmaceutical and life-science products. In June
1999, Snyder determined that a separation of its healthcare marketing services
business into a separate company would allow it to more effectively attract and
retain key employees for its healthcare services business, focus on its direct
marketing, advertising, communications and Internet professional services
business in its core product markets, and provide its healthcare marketing
service business a better platform to compete in the pharmaceutical and life
sciences markets.

Snyder's management believes that separating Snyder and SHS into two
separate, strategically focused public companies will provide the following
benefits:

. Tie Compensation to Performance. Following the distribution, SHS will be
able to attract and retain key employees through the use of stock-based
incentives and more closely tie compensation incentives for its
employees to the performance of the healthcare marketing services
business. The primary component of the compensation packages for Eran
Broshy, the Chief Executive Officer of SHS, and the other members of
SHS's management team will be SHS common stock. SHS intends to establish
certain employee benefit plans for the benefit of SHS employees,
including a stock incentive plan and an employee stock purchase plan.
These equity incentives are expected to help SHS attract and retain
talented and effective management and to motivate employees throughout
the organization. In connection with the distribution, existing stock
options and other incentive awards to SHS's employees will be cancelled
and replaced with SHS common stock awards. SHS's ability to effectively
attract, retain and incentivize its management team and employees of the
healthcare marketing services business is a principal purpose of the
distribution.

. Increase Visibility to the Capital Markets. Following the distribution,
the financial markets will be able to focus on the individual businesses
and strengths of SHS and Snyder, and more accurately evaluate the
performance of each distinct business compared to companies in the same
or similar businesses.

Manner of Effecting the Distribution

The general terms and conditions relating to the distribution are set forth
in a Distribution Agreement between Snyder and SHS. See "Relationship and
Agreements Between Snyder and SHS After the Distribution-- Distribution
Agreement."

On the distribution date, Snyder will effect the distribution by delivering
all of the outstanding shares of SHS common stock to American Stock Transfer
and Trust Company, as distribution agent, for distribution to the

11
<PAGE>

holders of record of Snyder common stock at the close of business on the record
date. The distribution will be made on the basis of one share of SHS common
stock for every two shares of Snyder common stock. The actual number of shares
of SHS common stock that will be distributed will depend on the number of
shares of Snyder common stock outstanding on the record date. The shares of SHS
common stock will be fully paid and nonassessable, and the holders of such
shares will not be entitled to preemptive rights. See "Description of Capital
Stock." It is expected that certificates representing shares of SHS common
stock will be mailed to Snyder stockholders on or about , 1999.

Certificates or script representing fractional shares of SHS common stock
will not be issued to Snyder stockholders as part of the distribution. Instead,
each holder of Snyder common stock who would otherwise be entitled to receive a
fractional share will receive cash for such fractional interests. The
distribution agent will, as soon as practicable after the distribution date,
aggregate and sell all such fractional interests on the Nasdaq National Market
at then prevailing market prices and distribute the aggregate proceeds ratably
to Snyder stockholders otherwise entitled to such fractional interests. Snyder
will pay all brokers' fees and commissions in respect of such sale. See "--
Material Federal Income Tax Consequences" for a discussion of the United States
federal income tax treatment of proceeds from fractional share interests.

Risk Factors

You should carefully consider the following risk factors to which SHS has
been subject in the past, and which currently and in the future may have an
impact on SHS. The following risk factors are cautionary statements identifying
important factors that could cause actual results to differ materially from
those contained in this information statement.

Dependence on Certain Industries and Clients

Our revenues are highly dependent on research and development expenditures by
companies in the life sciences industries. Promotional, marketing and sales
expenditures by pharmaceutical manufacturers have in the past been, and could
in the future be, negatively impacted by, among other things, governmental
reform or private market initiatives intended to reduce the cost of
pharmaceutical products or by governmental, medical association or
pharmaceutical industry initiatives designed to regulate the manner in which
pharmaceutical manufacturers promote their products. Furthermore, the trend in
the pharmaceutical and life sciences industry toward consolidation, by merger
or otherwise, may result in a reduction in the use of contract sales providers.

Dependence on Trend Toward Outsourcing

Our business and growth depend in large part on the trend in the
pharmaceutical and life sciences industries toward outsourcing of marketing
services. We can give no assurance that this trend in outsourcing will
continue, as companies may elect to perform such services internally. A
significant change in the direction of this trend generally, or a trend in the
pharmaceutical or life sciences industries, not to use, or to reduce the use
of, outsourcing marketing services, such as those that we provide, would have a
material adverse effect on our business.

Reliance on Significant Clients

Our ten largest clients, based on revenues for the three months ended March
31, 1999, listed alphabetically, are Abbott Laboratories, AstraZeneca, Bristol-
Myers Squibb, Eli Lilly, Endo Pharmaceuticals, Johnson & Johnson, Merck,
Novartis, Pfizer and Searle (Monsanto). These clients accounted for
approximately 59% of our revenues for the three months ended March 31, 1999,
with no single client accounting for more than 10% of our revenues for such
period. We provide services to many of our most significant clients under
multi-year contracts. As is typical in the industry, clients may cancel our
multi-year contracts on specified notice periods. As a result, we cannot assure
you that our most significant clients will continue to do business with us over
the long term. If any of our significant clients elect not to renew their
contracts, it could have material adverse effect on our results of operations.

12
<PAGE>

Risk Associated with International Operations and Expansion

SHS has a number of operations in the United Kingdom and continental Europe.
There are certain risks inherent in conducting international business,
including (but not limited to) the following:

. difficulties in complying with a variety of foreign laws,
. unexpected changes in regulatory requirements,
. difficulties in staffing and managing foreign operations, and
. potentially adverse tax consequences.

We cannot assure you that one or more of these factors will not have a
material adverse effect on our international operations and consequently on our
business, financial condition and results of operations.

Also, approximately 45% of our revenues in 1998 were generated from
operations outside of the United States. The majority of these non-U.S.
revenues were denominated in British pounds and French francs. The U.S. dollar
value of our revenues varies with currency exchange rate fluctuations.
Significant increases in the value of the U.S. dollar relative to the British
pound or French franc could have a material adverse effect on our results of
operations. We continually evaluate our exposure to exchange rate risk but do
not currently hedge this risk.

Integration of Operations

SHS contains a number of complementary businesses that were acquired by
Snyder over the past several years. Most of these acquired businesses have been
integrated into our overall operations, although in some cases we have not
completed this integration process. We cannot assure you that we will achieve
the anticipated benefits with respect to the integration of these businesses.
We cannot give any assurance that we will be able to manage successfully our
new service areas, the employees of such service areas or the client bases
supported by such service areas. If we are unable to integrate these businesses
successfully, this could have a material adverse effect on our business,
financial condition and results of operations.

Management of Growth

SHS has grown rapidly over the past several years. Our continued growth
depends to a significant degree on our ability to successfully utilize our
existing infrastructure to perform services for new clients, as well as on our
ability to develop and successfully implement new marketing methods or channels
for new services. Our continued growth will also depend on a number of other
factors, including our ability to maintain the high quality of the services we
provide to our customers and to increase our penetration with existing
customers; to recruit, motivate and retain qualified personnel; and to
economically train existing sales representatives and recruit new sales
representatives. Our continued growth will also require us to implement
enhanced operational and financial systems and additional management resources.
We cannot assure you that we will be able to manage our expanding operations
effectively or that we will be able to maintain our growth. If we are unable to
manage growth effectively, this could materially adversely affect our business,
financial condition and results of operations.

Dependence on Labor Force

Many aspects of our business are very labor intensive. A higher turnover rate
among our employees would increase our recruiting and training costs and
decrease operating efficiencies and productivity. Our operations typically
require specially trained persons, such as those employees in the
pharmaceutical detailing business. Growth in our business will require us to
recruit and train qualified personnel at an accelerated rate from time to time.
The labor markets for quality personnel are competitive, and we cannot assure
you that we will be able to continue to hire, train and retain a sufficient
labor force of qualified persons.

Reliance on Technology; Risk of Business Interruption

We have invested significantly in sophisticated and specialized computer
technology and have focused on the application of this technology to provide
customized solutions to meet many of our clients' needs. We have

13
<PAGE>

also invested significantly in sophisticated end-user databases and software
that enable us to market our clients' products to targeted markets. We
anticipate that it will be necessary to continue to select, invest in and
develop new and enhanced technology and end-user databases on a timely basis in
the future in order to maintain our competitiveness. In addition, our business
is dependent on our computer equipment and software systems, and the temporary
or permanent loss of these equipment or systems, through casualty or operating
malfunction, could have a material adverse effect on our business. Our property
and business interruption insurance may not adequately compensate us for all
losses that we may incur in any such event.

Government Regulation

In connection with the handling and distribution of samples of pharmaceutical
products, we are subject to regulation by the prescription Drug Marketing Act
of 1987 and other applicable federal, state and local laws and regulations in
the United States and certain regulations in the United Kingdom, France,
Germany and the European Union. Pharmaceutical manufacturers and the health
care industry in general are subject to significant U.S. federal and state,
U.K., French, German and European Union regulation. In particular, regulations
affecting the pricing or marketing of pharmaceuticals could make it
uneconomical or infeasible for pharmaceutical companies to market their
products through medical marketing detailers. Other changes in the domestic and
international regulation of the pharmaceutical industry could also have a
material adverse effect on SHS.

Our physician education services are also subject to a variety of federal and
state regulations relating to both the education of medical professionals and
sales of pharmaceuticals. Any changes in these regulations or their application
could have a material adverse effect on our business.

Influence of Principal Stockholders

Immediately after the distribution, Daniel M. Snyder and Michele D. Snyder,
the non-executive co-chairpersons of our Board of Directors, will beneficially
own approximately 12.4% and 4.4%, respectively, of the outstanding shares of
SHS common stock. As a result, each individually, and both Mr. Snyder and Ms.
Snyder, if they act in concert, will be able to exercise substantial influence
over our business through their voting power with respect to the election of
directors and all other matters requiring action by stockholders. This
concentration of share ownership may have the effect of discouraging, delaying
or preventing a change in control of SHS.

Year 2000

The year 2000 problem is the potential for system and processing failures of
date-related data arising from the use of two digits by computer-controlled
systems, rather than four digits, to define the applicable year. We believe
that our internal software and hardware systems will function properly with
respect to dates in the year 2000 and beyond. However, we cannot assure you
that this will be the case until these systems are operational in the year
2000. In addition, year 2000 problems of our clients could affect our systems
or operations. Widespread year 2000 difficulties could also decrease demand for
our services as companies expend resources upgrading their computer systems. As
part of our analysis of the year 2000 problem, we have analyzed the impact of
the "worst case scenario" on our business. The "worst case scenario" would
occur if the statements and warranties of our vendors concerning their year
2000 compliance and upgrade programs were entirely false, our current upgrades
were unsuccessful and our contingency plan failed, resulting in a critical
systems failure throughout SHS as a whole.

Euro Conversion

On January 1, 1999, eleven member countries of the European Union established
fixed conversion rates between their existing currencies and one common
currency, the Euro. Given the extent of the services we currently provide in
continental Europe and the nature of those services, we currently do not expect
the introduction of the Euro to have a material impact on our operations or
cash flows. However, uncertainties exist as to the effects the Euro may have on
our European clients, as well as the impact of the Euro conversion on the
economies of the participating countries.

14
<PAGE>

Our operations affected by the Euro currency conversion have established
plans to address the systems and business issues raised by the Euro currency
conversion. These issues include:

. the need to adapt computer and other business systems and equipment to
accommodate Euro-denominated transactions; and

. the competitive impact of cross-border price transparency which may make
it more difficult for a business to charge different prices for the same
products on a country-by-country basis, particularly once the Euro
currency begins circulation in 2002.

We will continue to evaluate the impact of the introduction of the Euro as we
continue to expand our services and the European locations in which we operate.

Lack of Operating History as an Independent Company

SHS has no operating history as an independent, publicly traded company and
has historically relied on Snyder for various financial, administrative and
managerial expertise relevant to the conduct of its business. After the
distribution, we will maintain our own banking relationships, employ our own
senior executives and perform our own administrative functions (except that
Snyder will continue to provide certain support services to SHS on a
contractual basis). Although the healthcare services business has been
profitable as part of Snyder, there can be no assurance that, as a stand-alone
company, SHS's future results will be comparable to reported historical
consolidated results before the distribution. See "Unaudited Pro Forma
Financial Data" and "Relationship and Agreements Between Snyder and SHS After
the Distribution."

Tax Consequences of the Distribution

The distribution is conditioned upon receipt of an opinion of Arthur Andersen
LLP that the distribution should be a tax-free spin-off to Snyder and to
Snyder's U.S. stockholders. No ruling has been requested from the Internal
Revenue Service as to the tax consequences of the distribution. The opinion of
Arthur Andersen LLP is not binding on the Internal Revenue Service or the
courts. If the distribution does not qualify as a tax-free distribution, Snyder
would recognize gain equal to the excess of the fair market value of the SHS
common stock distributed to its stockholders over Snyder's basis in the SHS
common stock, and each U.S. stockholder of Snyder common stock would be
generally treated as if such stockholder had received a taxable dividend in an
amount equal to the fair market value of the SHS common stock received. See "--
Material Federal Income Tax Consequences."

Absence of Trading History for the Common Stock

There is no existing market for the SHS common stock. Although SHS is seeking
to list its common stock on the Nasdaq National Market, there can be no
assurance as to the trading prices for the security before or after the
distribution date. Until the SHS common stock is fully distributed and orderly
markets develop, the trading prices for such securities may fluctuate. Prices
for the SHS common stock will be determined in the trading markets and may be
influenced by many factors, including the depth and liquidity of the market for
such securities, investor perceptions of SHS and its business, the results of
SHS, the dividend policies of SHS and general economic and market conditions.
The SHS common stock distributed to Snyder stockholders in the distribution
generally will be freely transferable under the Securities Act of 1933, as
amended (the "Securities Act"), and the sale of a substantial number of shares
of SHS common stock after the distribution could adversely affect the market
price of SHS common stock. See "--Market for SHS Common Stock."

Absence of Dividends

We do not anticipate paying cash dividends in the foreseeable future. See "--
Dividend Policy."

15
<PAGE>

Material Federal Income Tax Consequences

The distribution is conditioned upon receipt by Snyder of an opinion from
Arthur Andersen LLP substantially to the effect that, among other things, the
distribution should qualify as a tax-free spin-off to Snyder and to Snyder's
U.S. stockholders under Section 355 of the Internal Revenue Code of 1986, as
amended (the "Code"). No rulings have been requested from the Internal Revenue
Service with respect to these matters and the opinion of Arthur Andersen LLP is
not binding on the Internal Revenue Service or the courts. Additionally, the
opinion of Arthur Andersen LLP is based on various representations and
assumptions described therein.

The opinion is based on current provisions of the Code, existing regulations
thereunder and current administrative rulings and court decisions, all of which
are subject to change. No attempt has been made to comment on all federal
income tax consequences of the distribution that may be relevant to particular
holders, including holders that are subject to special tax rules such as
dealers in securities, foreign persons, mutual funds, insurance companies, tax-
exempt entities, stockholders who acquire their SHS common stock pursuant to
the exercise of employee stock options or otherwise as compensation and holders
who do not hold their Snyder common stock as capital assets. Holders of Snyder
common stock are advised to consult their own tax advisors regarding the
federal income tax consequences of the distribution in light of their personal
circumstances and the consequences under applicable state, local and foreign
tax laws.

In the opinion of Arthur Andersen LLP the distribution should qualify as a
tax-free distribution under Section 355 of the Code. Accordingly:

(i) A Snyder stockholder should not recognize any income, gain or loss as a
result of the distribution, except, as described below, in connection
with fractional share proceeds from the deemed receipt and sale of any
SHS common stock;

(ii) A Snyder stockholder's aggregate tax basis for his or her Snyder
common stock on which SHS common stock is distributed and the SHS
common stock received by such stockholder in the distribution
(including any fractional shares of SHS common stock to which such
stockholder may be entitled) should be the same as the basis of Snyder
common stock held by such stockholder immediately prior to the
distribution. A Snyder stockholder's aggregate tax basis should be
allocated between his or her Snyder common stock and SHS common stock
received in the distribution (including any fractional shares of SHS
common stock deemed received) in proportion to the fair market value
of both the Snyder common stock and SHS common stock on the
distribution date;

(iii) A Snyder stockholder's holding period for the SHS common stock
received in the distribution (including any fractional shares of SHS
common stock to which such stockholder may be entitled) should
include the holding period of the Snyder common stock on which the
distribution is made, provided that such Snyder common stock is held
as a capital asset by such stockholder on the distribution date;

(iv) A Snyder stockholder who receives fractional share proceeds as a
result of the sale of shares of SHS common stock by the distribution
agent will be treated as if such fractional share had been received by
the stockholder as part of the distribution and then sold by such
stockholder. Accordingly, such stockholder should recognize gain or
loss equal to the difference between the cash so received and the
portion of the tax basis in SHS common stock that is allocable to such
fractional share. Such gain or loss should be capital gain or loss,
provided that such fractional share was held by such stockholder as a
capital asset at the time of the distribution; and

(v) Snyder should not recognize any gain or loss on the distribution.

Arthur Andersen LLP has advised Snyder that if the distribution does not
qualify as a tax-free spin-off pursuant to Section 355 of the Code, Snyder
would be required to recognize gain equal to the excess of the fair market
value of the SHS common stock distributed to its stockholders over Snyder's
basis in the SHS common

16
<PAGE>

stock. Snyder has agreed to indemnify SHS for any tax liability imposed on SHS
or any of its subsidiaries as a result of the distribution being determined to
be a taxable transaction other than due to any act or failure to act of SHS or
any of its subsidiaries. In addition, based on the advice of Arthur Andersen
LLP, if the distribution fails to qualify as a tax-free spin-off under Section
355 of the Code, each Snyder stockholder would be generally treated as if such
stockholder had received a taxable dividend in an amount equal to the fair
market value of the SHS common stock received.

Current United States Treasury regulations require each Snyder stockholder
who receives SHS common stock pursuant to the distribution to attach to his or
her federal income tax return for the year in which the distribution occurs a
detailed statement setting forth such data as may be appropriate in order to
show the applicability of Section 355 of the Code to the distribution. Snyder
will provide the appropriate information to each stockholder of record as of
the record date ( , 1999).

Under the Code, a holder of Snyder common stock may be subject, under certain
circumstances, to backup withholding at a rate of 31% with respect to the
amount of cash, if any, received as a result of the sale of fractional share
interests unless such holder provides proof of an applicable exemption or
correct taxpayer identification number, and otherwise complies with applicable
requirements of the backup withholding rules. Any amounts withheld under the
backup withholding rules are not additional tax and may be refunded or credited
against the holder's federal income tax liability, provided the required
information is furnished to the Internal Revenue Service.

Market for SHS Common Stock

There is no existing market for SHS common stock. SHS is seeking to list its
common stock on the Nasdaq National Market. If the shares are accepted for
listing, a "when-issued" trading market for SHS common stock is expected to
develop on or shortly before the record date. The term "when-issued" means that
shares can be traded prior to the time certificates are actually available or
issued. There can be no assurance about the trading prices for SHS common stock
before or after the distribution date, and until the common stock is fully
distributed and an orderly market develops, the trading prices for these
securities may fluctuate. Prices for SHS common stock will be determined in the
trading markets and may be influenced by many factors, including the depth and
liquidity of the market for such securities, developments generally affecting
SHS's business, the impact of the factors referred to in "Risk Factors,"
investor perceptions of SHS and its business, the results of SHS, the dividend
policy of SHS, and general economic and market conditions. It is anticipated
that SHS common stock will be traded on the Nasdaq National Market under the
symbol " ."

The transfer agent and registrar for the SHS common stock will be American
Stock Transfer and Trust Company.

Shares of SHS common stock distributed to Snyder stockholders in the
distribution will be freely transferable under the Securities Act, except for
shares of SHS common stock received by persons who may be deemed to be
affiliates of SHS. Persons who may be deemed to be affiliates of SHS after the
distribution generally include individuals or entities that control, are
controlled by, or are under common control with SHS and may include certain
officers and directors, or principal stockholders, of SHS. After SHS becomes a
publicly traded company, securities held by persons who are its affiliates will
be subject to resale restrictions under the Securities Act. Affiliates of SHS
will be permitted to sell shares of the entity of which such persons are
affiliates only pursuant to an effective registration statement or an exemption
from the registration requirements of the Securities Act, such as the exemption
afforded by Rule 144 under the Securities Act.

Dividend Policy

SHS currently intends to retain its earnings for use in the operation of its
business and therefore does not anticipate declaring or paying any cash
dividends in the foreseeable future. Any future determination to declare

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or pay cash dividends will be made by SHS's Board of Directors. The actual
amount and timing of dividends, if any, will depend on SHS's financial
condition, results of operations, business prospects, capital requirements and
such other matters as SHS's Board of Directors may deem relevant. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

Distribution Conditions and Termination

It is expected that the distribution will be effective on the distribution
date, , 1999, provided that, among other things:

1. the Registration Statement on Form 10 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), filed by SHS shall have been
declared effective and no stop order relating to the registration
statement shall be in effect;

2. all necessary permits, registrations and consents required under the
securities or blue sky laws of states or other political subdivisions of
the United States in connection with the distribution shall have been
received or become effective;

3. the tax opinion from Arthur Andersen LLP shall have been received and
shall not have been revoked or modified in any material respect;

4. the SHS common stock shall have been approved for listing on the Nasdaq
National Market, subject to official notice of issuance;

5. the transfers of assets and liabilities to SHS required to constitute
SHS as described herein shall have been completed; and

6. no order, injunction or decree issued by any court of competent
jurisdiction or other legal restraint or prohibition preventing
consummation of the distribution or any of the transactions related
thereto (including the transfers of assets and liabilities contemplated
by the Distribution Agreement) shall be in effect.

The fulfillment or waiver of the foregoing conditions shall not create any
obligation on the part of Snyder to effect the distribution, and Snyder's Board
of Directors has reserved the right to amend, modify or abandon the
distribution and the related transactions at any time prior to the distribution
date.

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RELATIONSHIP AND AGREEMENTS BETWEEN SHS
AND SNYDER AFTER THE DISTRIBUTION

General

Immediately prior to the distribution, SHS will be wholly owned by Snyder
and, until the distribution, the results of operations of the assets and
entities that will constitute SHS will be included in Snyder's consolidated
financial statements. After the distribution, Snyder will not have any
ownership interest in SHS, which will be an independent, publicly traded
company. See "Security Ownership of Certain Beneficial Owners and Management."
After the distribution, SHS will not have any ownership interest in Snyder.

Immediately prior to the distribution, Snyder and SHS will enter into certain
agreements to define their ongoing relationship after the distribution and to
allocate tax, employee benefits and certain other liabilities and obligations
arising from periods prior to the distribution date. These agreements are
summarized below and have been filed as exhibits to the registration statement.
The following descriptions include a summary of the material terms of these
agreements but do not purport to be complete and are qualified in their
entirety by reference to the filed agreements.

Distribution Agreement

Snyder and SHS will enter into a Distribution Agreement which will provide
for, among other things, certain corporate transactions required to effect the
distribution and other arrangements among Snyder and SHS subsequent to the
distribution. The Distribution Agreement also sets forth the conditions to the
distribution. See "The Distribution--Distribution Conditions and Termination."

Transfers of Assets to SHS

The Distribution Agreement provides that Snyder will transfer or cause to be
transferred all of its right, title and interest in the assets constituting its
healthcare services business to SHS. The Distribution Agreement further
provides that SHS will take such action, if any, as may be necessary to
transfer assets owned by us so that, upon completion of all asset transfers by
Snyder and SHS, the assets constituting the healthcare services business are
owned by SHS and the assets constituting the remaining businesses of Snyder are
owned by Snyder.

Each party to the Distribution Agreement agrees to exercise its reasonable
efforts to obtain promptly any necessary consents and approvals and to take
such actions as may be reasonably necessary or desirable to carry out the
purposes of the Distribution Agreement and the other agreements summarized
below. In the event that any transfers contemplated by the Distribution
Agreement are not effected on or prior to the distribution date, the parties
agree to cooperate to effect such transfers as promptly as practicable
following the distribution date, and pending any such transfers, to hold any
asset not so transferred in trust for the use and benefit of the party entitled
thereto (at the expense of the party entitled thereto), and to retain any
liability not so transferred for the account of the party by whom such
liability is to be assumed. All assets are being transferred without any
representation or warranty, on an "as is-where is" basis and the relevant
transferee bears the risk that any necessary consent to transfer is not
obtained.

Allocation of Financial Responsibility

The Distribution Agreement provides for, among other things, assumptions of
liabilities and cross-indemnities designed to allocate generally, effective as
of the distribution date, financial responsibility for the liabilities arising
out of or in connection with:

. the assets and entities that will constitute SHS and its subsidiaries
(including liabilities arising in respect of the transfer of such assets
and entities to SHS), as well as the registration statement, to SHS; and

. the assets and entities that will constitute Snyder and its subsidiaries
to Snyder.

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Tax Sharing Agreement

Snyder and SHS will enter into a tax sharing agreement, which will allocate
tax liabilities between Snyder and SHS and address certain other tax matters
such as responsibility for filing tax returns and the conduct of audits and
other tax proceedings for taxable periods before and after the distribution
date. Generally, Snyder will be responsible for and will indemnify SHS against
all tax liabilities relating to the assets and entities that will constitute
Snyder and its subsidiaries, and SHS will be responsible for and will indemnify
Snyder against all tax liabilities relating to the assets and entities that
will constitute SHS and its subsidiaries.

In addition, SHS and Snyder will indemnify the other against all tax
liabilities incurred by Snyder or any of its subsidiaries, on the one hand, or
SHS or any of its subsidiaries, on the other hand, in connection with the
distribution, as a result of any act or failure to act of the other, including,
without limitation, any act or failure to act that results in a breach of any
representation made to Arthur Andersen LLP in connection with its opinion.
Furthermore, Snyder will be liable for and will indemnify SHS against all tax
liabilities imposed on SHS (or its subsidiaries) as a result of the
distribution being determined to be a taxable transaction other than due to an
act or failure to act of SHS or any of its subsidiaries.

Transitional Services Agreement

Snyder will enter into a Transitional Services Agreement with SHS. Pursuant
to this agreement, Snyder will continue to furnish various administrative
services to SHS. These services will include support in various aspects of
financial and tax processing and reporting for employees of SHS. This agreement
will terminate on December 31, 2001, but may be terminated by either party as
to specific services before December 31, 2001. SHS will pay fees to Snyder for
services provided in amounts based on Snyder's costs incurred in providing such
services.

Employee Benefits Agreement

Snyder and SHS will enter into an Employee Benefits Agreement, which
allocates responsibilities for employee compensation, benefits, labor, benefit
plan administration and certain other employment matters on and after the
distribution date.

We will assume our responsibility as employer in respect of our employees
from and after the distribution date. We will also retain liabilities in
respect of former employees associated with the facilities and operations of
SHS who terminated employment on or prior to the distribution date. Benefit
plans established by SHS generally will recognize past service with Snyder.

Other Agreements

SHS will enter into agreements with Snyder to participate, along with Snyder,
in a group purchasing organization which will make certain national supply
contracts available to their respective facilities.

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BUSINESS

Overview

SHS is a leading global provider of marketing services for the life sciences
industry. Our clients include leading pharmaceutical, biotechnology, medical
device, and diagnostics companies. We offer a broad range of integrated
services, including educational programs which target leading physicians,
specially-designed strategic marketing plans and product sales programs which
are executed through our extensive sales network.

Our organization and service offerings reflect the changing needs of our
clients as their new products move through the development and regulatory
approval process. As a potential drug or device advances in the clinical trial
process towards commercialization, our clients must first educate medical
decision makers through a variety of informational media. These pharmaceutical
and life sciences companies subsequently need to design a focused launch
campaign to maximize product profitability upon regulatory approval of their
product. Prescription products are typically sold through product detailing,
which involves one-on-one meetings between a sales representative and a
targeted prescriber. Pharmaceutical manufacturers in particular rely on this
sales process as the most effective means of influencing prescription-writing
patterns, although these companies increasingly supplement their marketing
programs with direct-to-consumer advertising. In the past, product detailing
was handled by the pharmaceutical manufacturers themselves. However, the recent
focus among our clients on flexibility in cost management has lead to an
increased frequency of this work being outsourced to contract providers.

The trend among SHS's clients to outsource marketing and sales functions to
the healthcare marketing services industry began during the 1980s in the United
Kingdom. This was the result of significant regulatory and cost containment
pressures which ultimately led pharmaceutical manufacturers to search for more
effective methods of promoting new and existing products. By outsourcing
portions of their marketing and sales activities, pharmaceutical manufacturers
were able to shift from internally generated fixed costs to outsourced variable
costs. This trend has since spread to all segments of the life sciences
industry. A further benefit of using outside organizations for these marketing
activities is that it allows life sciences companies to refocus resources on
their core competency: discovering and developing new products. Since the early
1990s, outsourcing has gained significant momentum among U.S. pharmaceutical
manufacturers and other life sciences companies. The specific support services
purchased by these companies have since expanded beyond product detailing to
include every facet of the marketing and sales process. Over time, the leading
healthcare marketing service providers have offered a wider range of value-
added services to their clients, although most have retained a specific focus.
We believe that no other healthcare service provider offers the scope of
integrated marketing services which we provide.

We estimate that the market for healthcare marketing services among global
pharmaceutical manufacturers was approximately $41.5 billion in 1998, with
approximately $1.4 billion of these services performed by outside providers
such as SHS. Currently, the principal purchasers of outsourced healthcare
marketing services are pharmaceutical manufacturers. Although pharmaceutical
companies currently spend the majority of their marketing dollars on product
detailing, expenditures on promotional events and direct-to-consumer
advertising are growing at a rapid pace. These marketing techniques are under-
utilized by contract providers, representing significant opportunities for
expansion, especially among non-pharmaceutical companies in the life sciences
industry. We estimate that outsourcing has penetrated only approximately 3.4%
of the total market for healthcare marketing services among pharmaceutical
companies.

Trends Affecting Growth

We believe that the healthcare marketing services industry will continue to
grow at a rapid pace due to the following factors:

Trend Towards Outsourcing. Outsourcing marketing and sales activities
provides several benefits for life sciences companies. By utilizing outside
providers, they are able to convert fixed costs to variable costs. In addition,
outsourcing these marketing activities allows life sciences companies to focus
resources on their core competency: discovering and developing new products.
Utilization of outsourced marketing services provides

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strategic financial flexibility to the client by allowing it to shift assets
quickly and flexibly without causing internal dislocation. As the trend towards
outsourcing continues, we expect the amount spent on outsourced healthcare
marketing activities to increase substantially.

Low Market Penetration. We believe that the current low level of market
penetration provides a tremendous growth opportunity for a well-positioned,
fully integrated healthcare marketing services provider. Industry estimates
indicate that the number of outsourced sales representatives utilized by the
pharmaceutical industry in the United States increased from approximately 2.6%
of the total number of sales representatives in 1994 to 11.2% in 1997, leaving
a large potential for market share gains by the industry. We estimate that the
level of outsourcing is much lower for higher value-added services such as
product launch design and medical communications services.

Technological Breakthroughs. Pharmaceutical, biotechnology, medical device,
and diagnostics companies' ability to grow revenue and increase profitability
depends largely on introducing successful and innovative new products.
Scientific breakthroughs in the pharmaceutical and life sciences industries
have revolutionized the discovery process and caused the number of new products
to increase in recent years. Life sciences companies are significantly
increasing research and development expenses to develop new products and
maintain a steady flow of marketable products. For example, during 1998, the
industry trade group Pharmaceutical Research and Manufacturers of America
estimated that U.S. pharmaceutical companies spent approximately $21.1 billion
worldwide on research and development, up over 10% from 1997 figures.
Investment in research and development has produced a robust pipeline of future
opportunities for the life sciences industry, and, by extension, for healthcare
marketing service providers. As these companies continue to expand the pipeline
with the introduction of new products, the need for educational programs and
focused marketing plans will increase in tandem. In addition, new launches will
increasingly be focused on specific conditions and patient segments, creating a
greater benefit from a more flexible and targeted sales and marketing effort.

Regulatory Approval Process Streamlined and Harmonized. Changes in the U.S.
Food and Drug Administration approval process have complemented the increasing
research and development effort to bring new products to market. The FDA was
the subject of significant scrutiny during the early 1990s to improve
efficiency and reduce the review time for new drug applications. The result of
this scrutiny was the adoption of the FDA Modernization Act of 1997. Average
approval process times have declined dramatically during the 1990s, from 30.3
months for drugs approved in 1991 to 11.7 months for drugs approved in 1998.
Also, products designed for conditions with few existing treatment options
receive special "fast-track" process approval. The result of these reforms is
that the FDA renders faster approval decisions. In addition, regulatory
harmonization across countries is the norm, driven by the International
Conference on Harmonisation's efforts over the years. Pharmaceutical
manufacturers that file and receive regulatory approval in parallel in key
global markets now face the challenge of coordinating simultaneous launches
across these markets. An improving regulatory environment has contributed to
the large number of new life sciences products entering the market, increasing
the need for concentrated marketing efforts.

Favorable Demographics. Several demographic and medical trends also
contribute to strong sales growth prospects for pharmaceuticals and other life
sciences products. The aging baby boomer generation will have a tremendous
impact on the average age of the U.S. population, with adults over 65 as a
percentage of the population forecasted to increase from just over 30% in 1995
to over 50% of the population in 2020 according to the U.S. Census Bureau.
Since older adults tend to spend more money on pharmaceuticals than any other
segment of the population, we expect this demographic shift to stimulate the
demand for pharmaceutical and other life sciences products in the future.
Additionally, as total healthcare expenditures steadily increase, the potential
for national healthcare reform and the growing influence of managed care in the
U.S. has created substantial pressure to reduce healthcare costs. Cost control
pressures have also led to a growth in demand for minimally invasive
treatments, including the use of drug therapy as an alternative to surgery.
Many managed care companies view pharmaceuticals as an alternative to expensive
hospital stays, as well as an inexpensive preventative care mechanism that is
likely to reduce the frequency of emergency room visits. These trends represent
a significant growth opportunity for healthcare marketing services providers.

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The SHS Solution

By providing a complete line of value-added marketing services for the life
sciences industry, SHS is positioned to take advantage of this growth
opportunity. Our service offerings are designed to facilitate the development
and execution of marketing strategies as new products advance from clinical
trials to product launch and throughout their useful life. We believe that we
are not only one of the leading providers of healthcare marketing services, but
that we are also uniquely positioned to provide global integrated services that
address the full spectrum of client demands. To date, our clients are primarily
comprised of pharmaceutical companies, which are estimated to have outsourced
only 3.4% of the more than $41.5 billion annually they spend worldwide on such
services.

We serve our clients through three operating groups: Health Products Research
("HPR"), the Healthcare Communications Group ("HCG") and the Contract Sales
Group ("CSG"). These groups reflect the three primary aspects of the marketing
process for pharmaceutical and other life sciences products. First, the
product's targeted marketing and sales effort must be carefully designed to
maximize the manufacturer's return on investment (HPR); second, product
awareness and demand within the medical community must be created and
maintained throughout the pre- and post-launch marketing effort (HCG); third,
the product must be sold by a team of highly trained sales representatives
(CSG); and, finally, sales results must be constantly monitored and sales
strategies must be adjusted to respond to a dynamic marketplace (HPR). Each
group is integrated as part of the overall program but performs very specific
functions. Our clients have the choice of working with us across our full
spectrum of services or narrowly within one of these groups. There is
significant overlap among product lines and extensive opportunities for cross-
selling. Most of our largest clients have already begun to utilize the services
of more than one group.

Our three operating groups possess significant combined experience, having
developed and conducted successful marketing programs for hundreds of
individual pharmaceutical and life science products. This expertise spans most
therapeutic categories, including the significant markets of cardiology, anti-
infectives, oncology, and neurology. Our core competencies and track record of
proven success enables us to establish strong relationships with our clients'
senior marketing and sales personnel, leading to a high rate of repeat
business.

Our strategic goal is to provide the pharmaceutical and life sciences
industries with value-added support services that will enable our clients to
achieve superior product sales through higher market penetration.

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[Included here is a chart depicting the offering of SHS's services over the
pharmaceutical product development time line. The chart shows each group's role
in the product development time line.]

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SHS's Operating Groups

We offer the full spectrum of marketing and sales services through our three
operating groups: Health Products Research, the Healthcare Communications Group
and the Contract Sales Group.

Health Products Research

HPR is responsible for the design of a product launch program and monitoring
the program's development to maximize the potential for a product's success.
This is achieved by using proprietary software to analyze data compiled from
internal sources (such as the contract pharmaceutical salesforce) and third
parties (such as IMS Health Inc., a provider of market research data for the
healthcare industry) to determine specifically how a targeted strategy can
maximize asset utilization and return on investment for our clients.

HPR offers the following core services which it customizes for particular
clients:

. Market Segmentation Analyses

HPR conducts segmentation analyses of the physician universe using
pharmacy-level data in combination with numerous variables such as
product potential, market share, the medical professionals' specialties
and reputations as innovators, and many other individually weighted
qualitative and quantitative data points. Segmenting this physician-
level data supports analyses and modeling that is designed to address
issues such as promotion response, targeting, message development, and
forecasting. HPR also links segment data to primary market research to
identify differences in attitudes and estimate future prescribing
patterns.

. Promotion Planning and Evaluation (PROM sm)

HPR's proprietary PROMsm family of analytical models measures
historical promotion response by physicians from various personal and
non-personal promotional events (including market trials). This
provides a comprehensive understanding of the sales responsiveness to
an individual product or marketing effort. PROM sm is unique in that it
can measure a separate response for individual physicians by
promotional channel. PROM sm is also designed to quantify the
interactive effect of promotional media. This data is used to determine
the optimal promotional mix. Ultimately, PROM sm is used to provide
market intelligence to enhance market share, identify optimal sampling
levels, evaluate the cost of a detail over time, understand the impact
of marketing programs and measure field force(s) effectiveness.

. Resource Allocation (Single and Multi-Product)

Utilizing segmentation and promotional response data, HPR's resource
allocation models determine the resource needs for single-product or
multiple brand promotions.

The UniBrandsm model uses the output of a PROM sm analysis and market
research as inputs into a causal forecasting model that develops, by
brand, future promotion response curves and optimal, unconstrained
details by physician segment while considering future market events and
the knowledge of product management. Based on the response by promotion
type and an understanding of the interaction among promotion types, a
promotion mix analysis can determine the optimal promotion by brand.
The UniBrand sm approach focuses on increasing return on investment
through the evaluation of content and capital employed for each
promotion type. Additionally, it also identifies how one type of
promotion can substitute for and/or enhance other promotion types.

Once the future response curves have been calibrated by UniBrand sm,
this leading-edge technology can be incorporated in a multi-product
resource allocation model, or RAM sm. RAM sm is designed to maximize
sales and profits by determining optimal salesforce size and structure,
as well as

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constrained details across brands. The RAM sm approach also can be used
to examine "what if" scenarios for different strategic and tactical
alternatives.

. Call Planning System (CAPS sm)

Through its proprietary technologies, HPR's CAPSsm provides an easily
implemented targeting plan for the sales representative while ensuring
the optimum allocation of field force effort across brands and
physicians. The CAPS sm system determines the best call frequency and
brand detailing priorities for each physician. CAPS sm also supports
changes in the portfolio focus on short notice, thereby enabling
organizations to respond quickly to internal and external developments.

. Salesforce Deployment and Analysis Group

HPR provides strategic salesforce alignment and deployment strategies
for home office and field teams. Alignment services are conducted by
analysts with technical expertise as well as healthcare industry
experience who are committed to the design and realignment of
salesforces.

. Data Services

HPR provides healthcare-specific data management services by
integrating data from multiple sources, including internal legacy
systems and purchased third-party data, to identify opportunities that
drive business performance. Data service consultants design customized
data collection and manipulation software programs which analyze data,
maintain report generation functions and manage operational activities
such as production control, data clean-up, matching and ad hoc
projects.

. Strategic Consulting

HPR's consultants in the strategic planning group work with clients,
designing solutions for issues such as resource allocation,
forecasting, pricing, and compensation. Their focus on incorporating
best practices within the culture of organizations yields pragmatic and
easily implemented business solutions that can be integrated throughout
the organization.

HPR's distinctive process for developing strategic and tactical
resource allocation is predicated upon the linking of services and data
through solutions based on doctor-level intelligence. The direct link
that exists between the strategy and the data ensures pragmatic and
effective solutions and yields tangible results for our clients.

Healthcare Communications Group

HCG is responsible for the education of physicians and other decision makers
in the medical community regarding the profile of a new product. According to
the requirements of the client's marketing department, HCG will specifically
target the appropriate decision makers for maximum impact. The goal is to
provide sufficient information to generate interest and stimulate demand both
prior to and after a product launch. Therefore, the educational process begins
in early-stage clinical trials and is accomplished through a variety of media
customized to a client's needs.

HCG has developed a strong reputation and high rates of participation among
medical professionals by obtaining accreditation status with both the
Accreditation Counsel for Continuing Medical Education ("ACCME") and American
College of Physician Executives ("ACPE"). This distinction provides our
programs essential credibility in the medical community and mitigates the
skepticism of many physicians regarding information provided directly by life
sciences companies. In fact, our ACCME and ACPE accreditations have resulted in
significant attendance at HCG events because physicians are required by law to
participate in accredited education activities in order to maintain their
licenses.

The following is a description of several of our more frequently used product
formats for the delivery of information:

Monographs. HCG publishes highly focused educational reports which typically
carry ACCME or ACPE accreditation. Usually 12 to 24 pages in length, these
reports present topical, state-of-the-art materials on a specific clinical
issue by leading the practitioner through the treatment analysis for
appropriate patients.

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Interactive CD-ROMs. Pharmaceutical companies have been allocating more
promotional spending into "alternative media," and HCG is well positioned to
serve their needs with its successful track record of developing CD-ROM
products. These interactive programs can be designed as a training tool for a
pharmaceutical company's own salesforce, a board review study guide for
physicians, or a self-paced instructional package on a wide variety of topics
for doctors, nurses, patients, and other target groups.

Full-Color Books. The group also publishes full-color books which range from
100 to 250 pages in length that can be designed to offer in-depth educational
discussion pieces or simply provide an attractive photographic journal narrated
by a well respected physician or medical archivist. As tabletop volumes or
softcover reference books, they provide ongoing reminders of the sponsoring
pharmaceutical company and/or product.

Audio Cassettes. Audio cassettes typically deliver topical information to
doctors such as lectures by leading physicians, roundtable discussions,
summaries of conferences, interviews with prominent specialists, and similar
information. Generally 30 to 60 minutes in length, they can be accredited or
non-accredited, but are always educational in nature or content.

Symposia. HCG products and services include the development and management of
all types of meetings, including symposia, satellite training teleconferences,
and advisory panels. Medical symposia typically involve physicians hearing
presentations regarding a drug or treatment protocol presented by a faculty of
experts in the field for the purpose of being trained to serve as consultants
and spokespeople for the sponsoring pharmaceutical company. Attendees and
faculty from numerous remote locations can also interact in satellite-
transmitted symposia organized by HCG.

Telemarketing. By providing a complete staff of trained telemarketers, our
telemarketing services significantly enhance a life sciences company's ability
to communicate effectively with physicians. These services give us the ability
to conduct physician awareness programs, focus group recruitment, physician
profiling, physician detailing, sampling follow-ups, qualification of sales
leads, phone surveys, consumer surveys, customer service, compliance building
and patient care management.

Direct Mail. HCG's direct mail capabilities are usually combined with its
integrated marketing programs to efficiently deliver materials to its target
audience. We offer a full complement of packaging and mailing services, as well
as state-of-the-art warehousing that provides quick and efficient assembly of
promotional programs and inventory tracking.

Sample Fulfillment. Registered with the FDA as a secondary re-packager, HCG
can assemble promotional materials, insert pharmaceutical samples under
controlled conditions and ship samples to potential prescribers from its
warehouse. The group's combination of pharmaceutical warehousing and direct
mail capabilities allow it to coordinate sample delivery with sales calls on
physicians as well as administer drug recalls and rebate programs, all part of
a seamless automated product offering for the client.

Other Products. In addition, HCG offers a number of auxiliary products and
services and maintains an ability to deliver content in substantially all forms
of media that life sciences companies use to communicate promotional
educational messages. Other media can involve drug utilization reviews, color
atlases, posters, videotapes, convention kiosks, screen savers, and Internet
educational programs. HCG also assists its clients through higher value-added
services such as product marketing strategy consulting, database management
focused towards sales targeting, and field sales support services.

HCG's ability to deliver its marketing and educational messages through a
wide range of media has enhanced our reputation as a "one-stop shop" offering
an integrated range of services to life sciences companies. However, each
marketing solution is customized to deliver a specific message to a highly
targeted audience. HCG also searches constantly for ways to expand its products
to meet the needs of our clients and combine its services with those of our
other operating groups. For example, offering avenues of support

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through the direct mail and sample fulfillment programs enables CSG's
salesforces to operate more efficiently and effectively by automating a
significant portion of the post-physician consultation follow-up work (such as
literature and sample mailings).

Contract Sales Group

CSG is responsible for the implementation and execution of outsourced sales
programs for prescription pharmaceutical and other life sciences products. This
service is otherwise known as "product detailing." CSG maintains and operates
the requisite systems, facilities, and support services to recruit and deploy a
customized, full-service and highly targeted salesforce within 8-12 weeks.
Currently, CSG operates one of the largest sales organizations in the United
States (larger, in fact, than many pharmaceutical companies), with
approximately 2,600 sales representatives in the U.S. and approximately 4,400
worldwide. It also has significant global coverage through its operations in
the United Kingdom, France, Germany, and Hungary.

Life sciences companies, particularly pharmaceutical manufacturers, have
traditionally relied upon product detailing as the primary means of influencing
prescription writing patterns and promoting their products. Product detailing
consists of a one-on-one meeting in a physician's office where a sales
representative reviews the medical profile of a product's FDA-approved
indications. Information provided by the sales representative includes the
product's role in treatment, efficacy, potential side-effects, dosage, danger
of contra-interactions with other drugs, cost, and any other appropriate
information. The dialogue is two-way with the salesperson collecting the views
of each individual physician. Discussions will often include topics such as the
type of patient most likely to benefit from a particular therapy as well as the
relative benefits of alternative products. This requires the salesperson to be
well-educated and highly trained, both of which are core competencies of CSG.
In addition, engaging in an educational dialogue with the medical professional,
the sales representative will provide free product samples as a supplement to
the sales effort. This affords the prescription writer and his or her patients
first-hand exposure to the medical product and creates a sense of familiarity
and comfort with the product.

Providing clients with the highest quality sales people requires effective
recruiting and training. To accomplish a coordinated recruiting effort, we
maintain a national recruitment office that locates and hires potential sales
representatives. Our in-house human resources team adheres to selective hiring
criteria and conducts detailed evaluations to ensure the highest-quality
representation for our clients. CSG's recruiters maintain a fully automated
database of qualified candidates for immediate hiring opportunities, and its
Internet home page offers an online application for employment. CSG hires a mix
of full-time and flex-time representatives in order to accommodate the
detailing level required by clients and maximize cost efficiency.

We also emphasize the training of our personnel, and believe we are the only
contract sales organization with a fully dedicated stand-alone training
department. CSG's professional development group has the largest dedicated
training facility of its type in the United States. Our goal is to ensure that
sales representatives are knowledgeable and operate professionally,
effectively, and efficiently. Topics such as sample accountability, negotiation
tactics, personal writing skills, integrity selling, time and territory
management, team productivity, and pharma-manager leadership are covered
extensively in order to prepare the representative for their eventual contact
with medical professionals. CSG's trainers are the top professionals in their
field and rely upon proprietary information regarding physician prescribing
behavior and industry best practices. In all, CSG offers over 20 separate
training programs. As the students are from both CSG's and our clients'
salesforces, the training and recruiting services are essential to maintaining
and building our relationships with the pharmaceutical companies. These
strengths are widely recognized as differentiating factors which benefit the
overall contract sales effort.

Once recruited and trained, CSG operates two types of salesforces: dedicated
or syndicated. A dedicated salesforce is responsible for the sales of only one
product or of multiple products of a single manufacturer. Dedicated salesforces
facilitate focus and one-on-one conversations with prescribing physicians. A
syndicated salesforce represents products of multiple manufacturers, and, as
such, the client purchases a share of the time

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the salesperson spends with the physician, thereby decreasing overall cost for
the service. The applicability of each salesforce depends on the specific
circumstance and the client's portfolio of products. Syndicated salesforces are
seldom used in the U.S., but are common in the U.K. and parts of continental
Europe.

We are committed to providing our clients with customized cost-effective
sales support. This is reflected in the variety of options clients have to
choose from, including the type of salesforce (dedicated vs. syndicated), the
specialties of the salesforce (oncology, cardiology, etc.), the methodology
employed targeting decision makers in the medical community and the type of
analysis which is conducted based on the information the salesforce collects.
We work closely with our clients in all aspects of our service offering to
ensure maximum impact of the product's promotional effort.

The combination of our contract sales capabilities with HPR and HCG has
resulted in our proven ability to:

Maximize product launch tactics

Our salesforce has launched products where it had both partial and complete
promotional responsibility. The emphasis is on speed-to-market and impact, and
there are many examples where CSG's efforts have resulted in our client's
product becoming the most prescribed drug in its category within the first
three months.

Provide globally targeted pharmacy promotions

International and domestic coverage of independent and chain pharmacies for
product launch, pipeline fill, and other related programs enable us to provide
a simultaneous geographic launch. Given that regulatory filings by
pharmaceutical customers are now coordinated on a global basis, this capability
is an increasingly important competitive advantage.

Mobilize specialized field salesforces

CSG's ability to execute and implement tailored programs and sales teams for
managed care initiatives; hospital coverage for surgery, cardiac device, and
advanced wound care treatment products; and clinical laboratory programs
collectively demonstrate the utility to our clients of SHS's high level of
sales force training, mobilization and integration.

Support mature lines

Our services include the promotion of existing products in addition to
products emerging from our client's research pipeline. For example, we elevated
a ten-year-old product to a number one market share position in 13 months.

Collect and analyze sales information

We believe that CSG leads the industry in the collection and analysis of data
necessary to make marketing resource allocation decisions. Sales
representatives are equipped with palm-top computers, in order to collect sales
call and physician profiling information, which is uploaded into a central data
storage server after each day of sales calls. Our state-of-the-art information
processing system allows sales management teams to analyze real-time data
constantly, compare the results with targeted initiatives and historical data,
and make necessary adjustments to the sales strategy.

Our ability to increase the incremental sales of older life sciences products
and enhance the sale of newer products is critical to the financial success of
our clients. Our integrated approach to contract sales, experienced management
team, recruiting, professional training and development, and use of technology
provide the company with a competitive advantage in marketing products for our
clients. With the ability to leverage off of

29
<PAGE>

the capabilities of HPR and HCG, CSG is well-positioned to provide value-added
services across an array of product types in the life sciences industry.

Case Study

The following case study illustrates the way in which we provide our clients
with integrated value-added marketing solutions across the full spectrum of our
product offerings.

A multinational pharmaceutical client was preparing to launch a group of new
drugs with an annual revenue potential in excess of $750 million. Due to a high
volume of new product launches, our client's internal marketing organization
was unable to properly address its newly expanded product offering. As a
result, our client sought an outside partner which could provide it with
effective sales and marketing solutions for its new brands. The goal was to
enable the client's sales force to focus on the existing product lines rather
than dilute its efforts by forcing it to conduct marketing programs for an
expanded offering. Additionally, by outsourcing this component of its marketing
effort, our client would not have to re-allocate resources from other areas,
such as research and development, to compensate for an expanded sales and
marketing program.

Our client charged us with the task of developing a comprehensive strategy
and requested that we submit a proposal which included a detailed overview of
an "optimal marketing program." As part of our proposal, we prepared a
customized program including identification of all anticipated
sales/promotional resources (sales representatives, medical education and
product sampling) required to properly market these new products. In addition,
we presented a strategy which outlined the development of a full field sales
support group as well as other ancillary services necessary to insure the
proper sales growth and market penetration of the new products. This client
ultimately signed a contract with us based upon our proposal, including a five
year marketing contract for the new products, with a long-term promotional
partnership extending beyond the contract that is designed to perpetuate the
sales effort until the patents expire.

To develop the optimal marketing program, Health Products Research used its
proprietary background research along with information gathered from strategy
meetings conducted with our client. These meetings were crucial in establishing
the preliminary expectations for the appropriate promotional requirements. In
addition, these meetings established which marketing techniques would be
acceptable from the client's perspective. The optimal marketing program
developed by our three operating groups included provisions for the sales group
size, management, and resource deployment, as well as plans for ancillary
services such as sales force training through our professional development
group, field force automation to handle the call reporting and sample
accountability, and the automation of management reports that will be required
to track sales and promotion progress. In addition, the marketing program
outlined the creation of educational materials, medical symposia, and sales
aids provided by the Healthcare Communications Group and ongoing analysis by
HPR to maximize the effectiveness of the effort.

To implement this marketing program, the Contract Sales Group began to
assemble the sales force and prepare the supplemental marketing materials.
First, by utilizing our 18 dedicated regional recruiters we screened and
selected the appropriate candidates for the sales force. Secondly, all training
materials and programs were customized for the new products and sales team. A
lead trainer was assigned to oversee the training and compilation of the
materials and to ensure that the highest levels of quality were maintained
throughout the training process. During the instruction, the managers and
representatives received product and systems training and gained exposure to
our proprietary selling skills program designed to teach behavioral traits
which are most successful in driving market share and revenue. Our management
information systems group ordered all the equipment necessary for the sales
team and worked directly with outside providers of sales force automation
software to ensure that their products were properly customized to meet out
client's needs.

Concurrently, HPR obtained and analyzed the pharmacy-level data (outlining
prescription writing trends among doctors) in order to identify and target the
appropriate audience within the medical community. In addition, HPR determined
the proper marketing approach and frequency of the representative visits to

30
<PAGE>

maximize the promotional effort. The data were then loaded into our proprietary
Pharm-align program to identify the most lucrative sales territories. HPR then
created a call plan for each representative that was downloaded to the sales
representatives' palm-top computers.

Once deployed, the sales force was continually supported by our normal
business model which includes a consistent ongoing effort from all of our
groups. The project's national business director was part of all decisions
relating to the group and continues to sit on a team that oversees the
outsourced project. Additionally, HCG provided the medical education programs
created for the specific drugs. During the course of the five-year contract,
HPR will also conduct ongoing analysis of the promotional effort, gauging the
reaction to the medical education programs and continually monitoring market
conditions to insure that we are maximizing the return on investment for our
client's marketing expenditures.

This example provides an illustration of a situation where a client
approached us with a specific sales and marketing problem and, because of our
integrated service offering, we addressed all of the client's issues while
constantly evaluating and adjusting the marketing program to improve its
effectiveness.

In summary, we believe we are the leading global provider of value-added
service offerings to pharmaceutical and life sciences companies throughout the
product marketing and sales process. Our extensive corporate network offers a
comprehensive array of targeted marketing solutions to ensure results.

Competitive Advantages

Leading Global Healthcare Marketing and Sales Services Company. We are one of
the largest competitors in the global market for outsourced pharmaceutical
marketing solutions, with an estimated 24% worldwide market share and
significant operations throughout Western Europe (United Kingdom, Germany,
France and Hungary) and the United States. We are one of only two large-scale
providers of contract sales with at least a 20% worldwide market share and a
salesforce ranked first or second in size among outside providers in four of
the top five worldwide pharmaceutical markets. We are also one of the world's
largest providers of medical communications and strategic sales and marketing
planning. The healthcare marketing services industry is highly fragmented, with
most competitors remaining poorly capitalized and undermanaged. Unlike our
competitors, which may offer only selected services in specific locations, we
operate capably with equal success in any geography by providing the full range
of our services to foreign clients in their home markets. We service the
largest number of physicians, nurses, pharmacists, and formularies in the
industry. We reached an estimated 2.3 million individual healthcare
professionals during the past year. These people are regularly contacted by our
representatives--4.5 million calls on physicians in 1998 alone--enabling the
collection of valuable profiling data. Our large-scale presence in each key
market provides significant advantages in terms of experience, speed,
capabilities, and technology. Our broad geographic scope provides us with a
unique ability to serve our global pharmaceutical clients across their key
markets, an increasingly critical need in an era of simultaneous global
launches.

Broadest and Most Integrated Service Offering. We offer the broadest range of
services, from the education of physicians on a drug's development, through the
strategic analysis and design of a highly targeted product launch, to the
availability of approximately 4,400 sales representatives to implement the
plan. The comprehensive education programs include conventions, symposia and
Continuing Medical Education ("CME") credit classes necessary for physicians to
retain their license. When a drug is ready to be launched, Health Products
Research utilizes proprietary call planning, territory alignment and workload
analysis to ascertain the ideal staff levels and coverage required to reach
forecasts, subsequently monitoring progress on a real-time basis to maximize
return on investment for pharmaceutical clients. The deployment of the highest
quality salesforce is managed by a national recruitment team that ensures that
calls begin on a coordinated basis within 8-12 weeks.

Our business model is configured so that each product line supplements the
full spectrum of other product lines. Our relationship with our clients is
perpetuated by continual expansion of the services utilized by our

31
<PAGE>

client base. The self-perpetuating nature of our business model also has
significant financial benefits. Our level of integration enables us to
participate in each cross-selling opportunity, which in turn guarantees the
potential to generate additional revenue streams. This advantage is unique to
SHS, as competitors generally have narrow product offering bands which result
in an inability to cross-sell products. We have leveraged our position to
capture higher-margin business and retain our focus on providing significant
value-added services. In addition, our ability to offer our sales and marketing
services on either a stand-alone or single-stop bundled basis enables higher
market share capture and a higher proportion of repeat business.

Proprietary Technologies and Data. We maintain and operate a number of
proprietary software programs and systems for marketing development and data
gathering. HCG develops interactive CD-ROMs for our clients which can be
designed to educate and train a pharmaceutical salesforce about a new drug,
provide a board review study guide for a physician, or function as a self-paced
instructional package on a wide variety of topics for medical target groups.
Pharmaceutical companies are allocating more marketing dollars to instructional
software due to the success of these tools, and our established expertise makes
us well positioned to serve this segment. To conduct strategic studies, HPR
employs a series of programs which were designed in-house and utilizes data
which is gathered and processed by our contract sales group. Simultaneous
access to the aforementioned resources enables HPR to produce unique and
intricate value-added studies for the benefit of our clients. These value-added
offerings are a significant advantage for us, directly translating into an
increase in our clients' return on investment through better salesforce sizing
and targeting and higher salesforce productivity. Moreover, we have made a
considerable investment in technology and are focused on using cutting-edge
salesforce automation tools to increase our efficiency. At present,
approximately half of our salesforce is currently equipped with palm-top
computers, and our deployment of this technology will increase throughout 1999.
Such real-time data is important for pharmaceutical clients during the launch
of a drug, allowing rapid profiling of the impact on targeted physicians and
facilitating the refinement of calling frequency and marketing tactics. We
believe these proprietary tools and technologies translate into higher
salesforce productivity and lower cost relative to many of our competitors.

Existing Broad "Blue Chip" Client Base. In addition to having the 20 largest
pharmaceutical companies comprise our core client base, we also serve a large
number of mid-size and smaller life sciences companies. As each of these
companies uses our services, our relationship is expanded and the opportunity
to cross-sell products increases. Due to the nature of the business, contracts
tend to be longer in duration and are rarely terminated prior to their
expiration. Our business is not overly concentrated on a small number of
clients. As a result, the existing client base, while not captive, is likely to
become more intertwined with us as the relationship grows in tandem with the
client's need for additional services.

Experienced and Visionary Management Team. Our team of strong managers have
an average of 17 years experience in the pharmaceutical and marketing
industries. This group includes entrepreneurs who founded their respective
businesses and continued to manage them after transitioning to Snyder, as well
as executives with substantial expertise managing pharmaceutical salesforces
and establishing sales and marketing strategies. We believe our mix of senior
management with pharmaceutical salesforce management, entrepreneurial talent
and strategic perspective is unique in the industry.

Our senior management team has outlined an exciting vision which includes
expanding the services offered by our communications unit, expanding HPR and
HCG in Europe, and developing Internet applications which allow physicians to
access our training materials online. Additionally, we intend to capitalize on
our real-time data access through our 4,400-person salesforce. We are known
throughout the industry for our innovative approach, both with pharmaceutical
clients and physicians. As a consequence, pharmaceutical clients have rewarded
us with contract extensions and high rates of repeat business. Physicians
routinely give us the highest marks in surveys of medical education programs.
Our CME program was recently awarded a four-year accreditation period by ACCME.
We are one of only a few ACCME-accredited commercial enterprises. Additionally,
we provide the most advanced strategic analysis in the industry through Health
Products Research.

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<PAGE>

Clients

We provide our services to leading pharmaceutical, biotechnology, medical
device and diagnostics companies on a global basis. During 1998, we maintained
contracts with 210 clients, an increase of 50 individual clients from 1997. Our
blue chip client base includes all 20 of the largest pharmaceutical companies.
Our ten largest clients comprised approximately 54.4% and 51.3% of our revenues
in fiscal years 1997 and 1998, respectively, although no single client
accounted for more than 14% of our revenues in fiscal years 1998 and 1997,
respectively. We consider our close relationship with leading pharmaceutical
manufacturers to be an important competitive advantage, providing us with a
source for recurring revenues as well as sales growth opportunities as new
products are developed and launched. The services are sold to the same target
groups for each client, namely their marketing and sales departments. This
provides the basis for continuous interaction and feedback, allowing us to
continuously improve our services and identify new business opportunities, a
process augmented by the long-term nature of our contracts.

The vast majority of our largest clients are companies which have
international operations. We believe that these and other multinational
companies will seek outside providers that can provide sales and marketing
solutions which transcend national boundaries. We believe that we currently
have the scope and scale of services needed to effectively provide healthcare
marketing solutions to multinational clients.

Our contract sales agreements typically last from six months to five years.
As a result, our sustained relationships with blue chip clients provide us with
recurring revenue streams and service cross-selling opportunities. Our ability
to add value at every part of the product life cycle enhances our ability to
form long-lasting relationships with clients.

Our relationships with a client's marketing and sales organizations also
benefit from high switching costs, as retaining another salesforce and
redesigning a market program would create substantial additional expense and
cause losses in time and productivity for our clients. In addition, the
successful medical marketing outsourcers have established their reputations due
to sophisticated performance evaluation capabilities, and clients are unlikely
to use vendors without widely recognized expertise.

Selected Clients: Leading Life Science Companies
------------------------------------------------
3M Merck
Abbott Laboratories Novartis
Allergan Pfizer
AstraZeneca Pharmacia & Upjohn
Bausch & Lomb Procter & Gamble
Baxter Rhone-Poulenc
Bayer Roche
Boehringer Ingelheim Sankyo
Bristol-Myers Squibb Sanofi-Synthelabo
Chiron Schering-Plough
Eisai Searle (Monsanto)
Eli Lilly SmithKline Beecham
Endo Pharmaceuticals Solvay
Glaxo Wellcome UCB
Hoechst Marion Warner-Lambert
Roussel Yamanouchi
Johnson & Johnson
--------
Note: As of December 31, 1998.

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<PAGE>

Competition

We believe that no other organization offers the same scope of integrated
healthcare marketing services as SHS. Our competitors include contract sales
organizations as well as contract research organizations that offer healthcare
marketing services. Additionally, drug distribution companies have indicated a
desire to enter this lucrative market by leveraging their knowledge base and
effecting strategic acquisitions. Each of our operating groups faces distinct
competitors in the individual markets in which the group operates. However,
none of our competitors provide the full scope of services we currently offer
through our three operating groups.

Contract Sales. A small number of providers comprise the market for contract
sales, which represents more than 75% of outsourcing revenues in the healthcare
marketing services market as a whole. SHS, Innovex (Quintiles), Professional
Detailing Inc., and Pharmaceutical Detailing Network combined accounted for
nearly 95% of the United States contract sales market share in 1997, with SHS
and Innovex being the only participants to have an international presence. None
of these organizations are a significant competitor with regard to healthcare
marketing services other than contract sales. The rest of the industry is
highly fragmented, with a large number of small providers attempting to develop
niche services.

Contract Marketing Services. The contract marketing services sector contains
many more competitors and is also highly fragmented. This is due in part to the
wide variety of marketing activities required by medical product companies,
including promotional meetings, symposia, video satellite conferencing, peer-
to-peer meetings, medical educational material and conferences, teleservices,
field force logistics and product management. As a result, accurate relative
market share is more difficult to define as we encounter different competitors
for each of these services. The only competitors of significant scale in the
broad marketing sector are narrowly focused: Boron LePore & Associates, which
provides peer-to-peer physician education meetings, and privately owned ZS
Associates, which provides strategic assessments similar to the services of
HPR. Neither of these organizations compete with us in the contract sales
market.

Employees

At March 31, 1999, we employed over 4,800 people worldwide, including
approximately 2,900 employees in the United States and 1,900 in Europe. Of
these employees, approximately 32% are part-time, primarily serving in the
contract salesforces in the United States and United Kingdom. For the most
part, we hire individuals with experience in pharmaceutical product sales and
with scientific or medical backgrounds. Approximately 40% of our employees have
advanced degrees. Our contract sales representatives also undergo specialized
training in order to gain knowledge of the products they sell, including an
understanding of its competitive position. Approximately 70% of our employees
have pharmaceutical industry experience, with an average of 11 years experience
among our U.S. salesforce.

<TABLE>
<CAPTION>
Sales Reps
and Managers Operations Total
------------ ---------- -----
<S> <C> <C> <C>
U.S. Contract Sales............................... 2,596 31 2,627
U.K. Contract Sales............................... 550 31 581
French Contract Sales............................. 1,001 48 1,049
German Contract Sales............................. 252 28 280
----- --- -----
Total Contract Sales.............................. 4,399 138 4,537
Healthcare Communications......................... N/A 181 181
Health Products Research.......................... N/A 91 91
----- --- -----
Total Worldwide Employees......................... 4,399 410 4,809
===== === =====
</TABLE>
- - --------
As of March 31, 1999.

34
<PAGE>

Government Regulation

Several of the industries in which our clients operate are subject to varying
degrees of governmental regulation, particularly the pharmaceutical and
healthcare industries. Generally, compliance with these regulations is the
responsibility of our clients. However, we could be subject to a variety of
enforcement or private actions for our failure or the failure of our clients to
comply with such regulations.

In connection with the handling and distribution of pharmaceutical products
samples, we are subject to regulation by the Prescription Drug Marketing Act of
1987 and other applicable federal, state and local laws and regulations in the
United States, and certain regulations of the United Kingdom, France, Hungary,
Germany and the European Union. Pharmaceutical manufacturers and the healthcare
industry in general are subject to significant U.S. federal and state, U.K.,
French, German and European Union regulation.

Our physician education services are also subject to a variety of federal and
state regulations relating to both the education of medical professionals and
sale of pharmaceuticals. Any changes in such regulations or their application
could have a material adverse effect on SHS.

From time to time, state and federal legislation is proposed with regard to
the use of proprietary databases of consumer and health groups. The uncertainty
of the regulatory environment is increased by the fact that we generate and
receive data from many sources. As a result, there are many ways both domestic
and foreign governments might attempt to regulate our use of its data. Any such
restriction could have a material adverse effect on SHS.

Properties

Our headquarters is located in Somerset, New Jersey at a site we lease. SHS
and its operating subsidiaries own facilities in Boulder, Colorado and
Lenggries, Germany, with a total approximate area of 27,000 square feet, and
lease approximately 17 facilities with a total approximate area of 141,300
square feet, which includes warehouses, stores and offices. We believe that our
properties are well maintained and are in good operating condition.

<TABLE>
<CAPTION>
Location Square Footage
- - -------- --------------
<S> <C>
Health Products Research
Whitehouse, New Jersey........................................... 11,500
Whitehouse, New Jersey........................................... 4,000
Ewing, New Jersey................................................ 2,972
Bridgewater, New Jersey.......................................... 2,600
Healthcare Communications Group
Stamford, Connecticut............................................ 56,005
Alpharetta, Georgia.............................................. 4,000
Hertogenbosch, Netherlands....................................... 2,000
Carlsbad, California............................................. 1,840
Southbury, Connecticut........................................... 865
Charleywood Herts, United Kingdom................................ 432
Boulder, Colorado................................................ 14,974
Contract Sales Group
Somerset, New Jersey............................................. 31,596
Basingstoke, United Kingdom...................................... 6,300
Basingstoke, United Kingdom...................................... 3,300
Budapest, Hungary................................................ 570
Neuilly, France.................................................. 10,760
Lenggries, Germany............................................... 11,997
Keszthely, Hungary............................................... 1,323
Laabimwalde, Austria............................................. 1,205
</TABLE>

35
<PAGE>

Legal Proceedings

From time to time we are involved in litigation incidental to our business.
In our opinion, no pending or threatened litigation of which we are aware has
had or is expected to have a material adverse effect on our results of
operations, financial condition or liquidity.

36
<PAGE>

SELECTED FINANCIAL DATA

The following table summarizes certain historical financial data with respect
to SHS and is qualified in its entirety by reference to, and should be read in
conjunction with, the SHS Historical Financial Statements and related notes
included elsewhere in this information statement. The historical financial data
for the years ended December 31, 1998, 1997 and 1996 have been derived from the
audited financial statements of SHS. Historical financial information may not
be indicative of SHS's future performance as an independent company. See also
"Unaudited Pro Forma Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business."

<TABLE>
<CAPTION>
For the Three Months
Ended March 31, For the Years Ended December 31,
--------------------- ----------------------------------------------
1999 1998 1998 1997 1996 1995 1994
---------- ---------- -------- --------- -------- -------- -------
(unaudited)
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Income
Data:
Revenues................ $ 86,939 $ 67,356 $321,500 $ 208,967 $144,704 $120,354 $91,865
========== ========== ======== ========= ======== ======== =======
Net income (loss)....... $ 5,089 $ (4,052) $ 1,446 $ (8,718) $ 83 $ 8,430 $ 5,306
========== ========== ======== ========= ======== ======== =======
Unaudited:
Pro forma historical
basic and diluted net
income (loss) per
share (4).............. $ 0.13 $ (0.11) $ 0.04 $ (0.23) $ -- $ 0.22 $ 0.14
========== ========== ======== ========= ======== ======== =======
Pro forma adjusted net
income
(loss)(1).............. $ 5,089 $ (4,052) $ 1,446 $ (10,700) $ (2,729) $ 5,131 $ 3,745
========== ========== ======== ========= ======== ======== =======
Pro forma adjusted basic
and diluted net income
(loss) per
share (1)(4)........... $ 0.13 $ (0.11) $ 0.04 $ (0.28) $ (0.07) $ 0.14 $ 0.10
========== ========== ======== ========= ======== ======== =======
Pro forma adjusted net
income
excluding nonrecurring
items (2).............. $ 6,305 $ 5,642 $ 24,739 $ 9,622 $ 7,393 $ 5,131 $ 3,745
========== ========== ======== ========= ======== ======== =======
Pro forma adjusted basic
and diluted net income
per share, excluding
nonrecurring
items (2)(4)........... $ 0.17 $ 0.15 $ 0.65 $ 0.25 $ 0.20 $ 0.14 $ 0.10
========== ========== ======== ========= ======== ======== =======
Shares used in computing
net income (loss) per
share (4).............. 37,790 37,790 37,790 37,790 37,790 37,790 37,790
========== ========== ======== ========= ======== ======== =======
Balance Sheet Data:
Total assets............ $224,251 $193,644 $ 100,947 $ 51,180 $ 58,623 $41,742
========== ======== ========= ======== ======== =======
Long-term debt.......... $ 1,336 $ 1,473 $ 4,154 $ 2,634 $ 1,420 $ 3,628
========== ======== ========= ======== ======== =======
Total investments and
advances from Snyder
Communications, Inc.
(3).................... $145,805 $119,727 $ 10,371 $ 4,697 $ 13,591 $ 6,683
========== ======== ========= ======== ======== =======
</TABLE>
- - --------
(1) Prior to their respective acquisitions, certain U.S.-based acquirees were
not subject to federal or state income taxes. Pro forma adjusted net income
represents historical net income adjusted to reflect a provision for income
taxes as if SHS had been taxed similarly to a C corporation for all periods
presented.
(2)Pro forma adjusted net income, excluding nonrecurring items represents
historical net income adjusted to reflect a provision for income taxes as if
SHS had been taxed similarly to a C corporation for all periods presented
and the elimination of compensation to stockholders, recapitalization costs
and acquisition and related costs. Compensation to stockholders,
recapitalization costs and acquisition costs are considered to be
nonrecurring by SHS because SHS's current operations will not result in any
compensation to stockholders, recapitalization costs or acquisition costs in
future periods.
(3) Investments and advances from Snyder represent the net cash transferred to
SHS from Snyder and businesses acquired by Snyder and contributed to SHS.
No amounts are expected to be repaid to Snyder.
(4) For all periods presented, net income per share has been computed using
shares of SHS that will be issued upon the distribution based on the number
of outstanding shares of Snyder common stock on June 22, 1999. Basic and
diluted net income per share are the same for all periods presented, as
there will be no options to purchase SHS Common Stock granted until the
distribution.

37
<PAGE>

UNAUDITED PRO FORMA FINANCIAL DATA

The following unaudited pro forma financial data reflect the distribution as
of the beginning of each of the periods presented for pro forma income
statement data purposes. No pro forma balance sheet is presented as there were
no pro forma adjustments to the historical balance sheet. The unaudited pro
forma data reflect the estimated changes in corporate overhead as if SHS
operated as an independent entity, SHS's effective income tax rate subsequent
to the distribution and the effects of significant acquisitions as if they had
been consummated at the beginning of each of the periods presented. These data
do not necessarily reflect the results of operations or financial position of
SHS that would have resulted had the distribution actually been consummated as
of such dates. Also, these data are not indicative of the future results of
operations or future financial position of SHS.

UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(in thousands)

<TABLE>
<CAPTION>
Healthcare Pro Forma Pro Forma
Historical Entries Healthcare
---------- --------- ----------
<S> <C> <C> <C>
Net revenues............................. $86,939 $ -- $86,939
Operating expenses:
Cost of services..................... 66,856 -- 66,856
Selling, general, and administrative
expenses............................ 10,346 1,871 (1)(4) 12,217
Compensation to stockholders......... -- -- --
Acquisition and related costs........ 1,576 -- 1,576
------- ------- -------
Income from operations................... 8,161 (1,871) 6,290
Interest expense......................... (41) -- (41)
Investment income........................ 278 -- 278
------- ------- -------
Income before income taxes............... 8,398 (1,871) 6,527
Income tax (provision) benefit........... (3,309) 716 (2) (2,593)
------- ------- -------
Net income............................... $ 5,089 $(1,155) $ 3,934
======= ======= =======
</TABLE>

UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME (LOSS)
FOR THE YEAR ENDED DECEMBER 31, 1998
(in thousands)

<TABLE>
<CAPTION>
Purchased Pro
Healthcare Subsidiaries Forma Pro Forma
Historical Historical (3) Entries Healthcare
---------- -------------- ------- ----------
<S> <C> <C> <C> <C>
Net revenues............... $321,500 $10,505 $ -- $332,005
Operating expenses:
Cost of services....... 236,047 8,029 -- 244,076
Selling, general, and
administrative
expenses.............. 43,029 1,820 8,991 (1)(4) 53,840
Compensation to
stockholders.......... 742 -- -- 742
Acquisition and related
costs................. 26,922 -- -- 26,922
-------- ------- ------- --------
Income from operations..... 14,760 656 (8,991) 6,425
Interest expense........... (2,315) (1) -- (2,316)
Investment income.......... 1,850 2 -- 1,852
-------- ------- ------- --------
Income (loss) before income
taxes..................... 14,295 657 (8,991) 5,961
Income tax (provision)
benefit................... (12,849) (412) 3,479 (2) (9,782)
-------- ------- ------- --------
Net income (loss).......... $ 1,446 $ 245 $(5,512) $ (3,821)
======== ======= ======= ========
</TABLE>

38
<PAGE>

39
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis of Financial Condition and Results
of Operations covers periods prior to the Distribution, during which the
operating units of SHS were integrated with Snyder's other operating units. The
following information should be read in conjunction with SHS's Financial
Statements and notes thereto included elsewhere in this Information Statement.
See "Index to Financial Statements."

Overview

SHS's services are designed to establish and monitor strategic marketing
plans, to provide face-to-face interaction with physicians and to conduct
educational research and communication services. Snyder created the business
conducted by SHS in January 1997 in a merger transaction with a U.S. provider
of pharmaceutical sales and marketing services. During 1998 and 1997, Snyder
issued 6,475,105 and 4,035,184 shares, respectively, in pooling of interests
transactions with companies in the healthcare marketing services industry. Of
the total shares issued in pooling of interests transactions, 1,318,798 were to
Health Products Research, 6,008,210 were to companies in SHS's Contract Sales
Group, and 3,183,281 were to companies in SHS's Healthcare Communications
Group. We further expanded the size and geographic presence of our Contract
Sales Group with a purchase transaction valued at $19.4 million in August 1997
and with two purchase transactions valued at $54.4 million in the first quarter
of 1998. We also increased the scope of services offered by the Healthcare
Communications Group with a purchase transaction valued at $18.0 million in
March 1999.

We expect that the synergies created by the acquisitions described above will
increase our opportunities and strengthen our client relationships. We strive
to integrate our service capabilities within as well as across our three
operating groups to provide the full spectrum of healthcare marketing and sales
services. Health Products Research designs and monitors product launches and
sales strategies with our proprietary programs to maximize asset utilization
and return on investment for pharmaceutical and other life sciences companies.
The Healthcare Communications Group provides educational programs to physicians
and other healthcare professionals. The Contract Sales Group implements and
executes outsourced sales programs for pharmaceutical and other life sciences
products. Most of SHS's largest clients utilize the services of more than one
of our operating groups.

Results of Operations

Revenues and associated costs under pharmaceutical detailing contracts are
generally based on the number of physician calls made or the number of sales
representatives utilized. For consulting and educational services, SHS revenues
are generally based on a fixed project amount.

Cost of services consists of all costs specifically associated with client
programs, such as salary, commissions and benefits paid to personnel, including
senior management associated with specific service offerings, payments to
third-party vendors and systems and other support facilities specifically
associated with client programs.

Selling, general and administrative expenses consist primarily of costs
associated with administrative functions, such as finance, accounting, human
resources, and information technology, as well as personnel costs of senior
management not specifically associated with client services.

Compensation to stockholders consists of excess compensation paid to certain
stockholders of acquired companies prior to their respective mergers with SHS.
The amount by which the historical compensation of these stockholders exceeds
that provided in their employment contracts with SHS has been classified as
compensation to stockholders.

Recapitalization costs were recorded by one of the companies acquired by SHS
in 1998 at the time of its recapitalization in 1997.

40
<PAGE>

Acquisition and related costs consisted primarily of investment banking fees,
other professional service fees, certain tax payments and other contractual
payments resulting from the consummation of the pooling of interests
transactions, as well as the costs of consolidating certain of the Company's
acquired operations.

The following sets forth, for the periods indicated, certain components of
SHS's income statement data, including such data as a percentage of revenues.
Pro forma net income includes a provision for income taxes as if all operations
of SHS had been taxed as a C corporation for all periods presented. Pro forma
net income, excluding nonrecurring items, represents net income adjusted to
reflect a provision for income taxes as if SHS had been taxed similarly to a C
corporation for all periods presented and the elimination of compensation to
stockholders, recapitalization costs and acquisition costs. Compensation to
stockholders, recapitalization costs and acquisition costs are considered to be
nonrecurring by SHS because SHS's current operations will not result in any
compensation to stockholders, recapitalization costs or acquisition costs in
future periods.

<TABLE>
<CAPTION>
For the Three Months
Ended March 31, For the Years Ended December 31,
----------------------------- --------------------------------------------------
1999 1998 1998 1997 1996
------------- -------------- --------------- --------------- ---------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $86,939 100% $67,356 100.0% $321,500 100.0% $208,967 100.0% $144,704 100.0%
Operating expenses:
Cost of services........ 66,856 76.9 49,163 73.0 236,047 73.4 156,346 74.8 104,922 72.5
Selling, general, and
administrative
expenses............... 10,346 11.9 8,415 12.5 43,029 13.4 32,787 15.7 25,960 17.9
Compensation to
stockholders........... -- -- 236 0.4 742 0.2 15,638 7.5 12,340 8.5
Recapitalization costs.. -- -- -- -- -- -- 1,889 0.9 -- --
Acquisition and related
costs.................. 1,576 1.8 11,356 16.9 26,922 8.4 8,042 3.8 -- --
------- ---- ------- ----- -------- ----- -------- ----- -------- -----
Income (loss) from
operations............. 8,161 9.4 (1,814) (2.8) 14,760 4.6 (5,735) (2.7) 1,482 1.1
Interest expense........ (41) -- (525) (0.8) (2,315) (0.7) (1,617) (0.8) (691) (0.5)
Investment income....... 278 0.3 242 0.4 1,850 0.6 568 0.3 796 0.6
------- ---- ------- ----- -------- ----- -------- ----- -------- -----
Income (loss) before
income taxes........... 8,398 9.7 (2,097) (3.2) 14,295 4.5 (6,784) (3.2) 1,587 1.2
Income tax provision.... (3,309) (3.8) (1,955) (2.9) (12,849) (4.0) (1,934) (0.9) (1,504) (1.0)
------- ---- ------- ----- -------- ----- -------- ----- -------- -----
Net income (loss)....... $ 5,089 5.9% $(4,052) (6.1)% $ 1,446 0.5% $ (8,718) (4.1)% $ 83 0.2%
======= ==== ======= ===== ======== ===== ======== ===== ======== =====
Pro forma adjusted net
income (loss).......... $ 5,089 5.9% $(4,052) (6.1)% $ 1,446 0.5% $(10,700) (5.1)% $ (2,729) (1.9)%
======= ==== ======= ===== ======== ===== ======== ===== ======== =====
Pro forma adjusted net
income excluding non-
recurring costs........ $ 6,305 7.3% $ 5,642 8.4% $ 24,739 7.7% $ 9,622 4.6% $ 7,393 5.1%
======= ==== ======= ===== ======== ===== ======== ===== ======== =====
</TABLE>

Three Months Ended March 31, 1999, Compared to Three Months Ended March 31,
1998

Revenues. Revenues increased $19.5 million, or 28.9%, to $86.9 million in the
first quarter of 1999 from $67.4 million in the first quarter of 1998. Nearly
all of the revenue growth was achieved within our U.S. and French sales
operations. This includes revenue growth that resulted from the acquisitions of
Healthcare Promotions, LLC ("HCP") and CLI Pharma S.A. ("CLI Pharma"). HCP has
been integrated into our Contract Sales Group, and CLI Pharma has been
integrated into our French contract sales group.

Cost of services. Cost of services increased $17.7 million, or 36.0%, to
$66.9 million in the first quarter of 1999 from $49.2 million in the first
quarter of 1998. Cost of services as a percentage of revenues increased to
76.9% in the first quarter of 1999 from 73.0% in the first quarter of 1998.
Cost of sales as a percentage of revenues increased in both the Health Products
Research Group and the Contract Sales Group due in part to start-up costs
associated with new contracts.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $1.9 million, or 22.6%, to $10.3 million in
the first quarter of 1999 from $8.4 million in the first quarter of 1998.
Selling, general and administrative expenses as a percentage of revenues
remained fairly constant at

41
<PAGE>

11.9% in the first quarter of 1999 and 12.5% in the first quarter of 1998.
Selling, general and administrative expenses includes only those amounts
specifically identifiable to SHS and may increase in future periods when SHS
operates as a separate publicly traded company.

Compensation to Stockholders. No compensation to stockholders was recorded
during the three months ended March 31, 1999. Compensation to stockholders was
$0.2 million during the three months ended March 31, 1998. Compensation to
stockholders reflects compensation paid to certain stockholders of acquired
companies prior to their respective mergers with SHS that is in excess of the
compensation provided for in their employment contracts with SHS. No
compensation to stockholders is recorded subsequent to an acquisition by SHS.

Acquisition and Related Costs. SHS recorded $1.6 million in acquisition and
related costs during the three months ended March 31, 1999 due to the
consolidation and integration of certain of SHS's acquired operations within
the Healthcare Communications Group. The charge consists of $1.3 million in
severance and related costs associated with the termination of 23 employees,
and $0.3 million in consulting services and other costs related to these
integration activities. In 1998, we recorded a charge of approximately $10.7
million for costs necessary to consolidate and integrate certain of our
acquired operations in the U.S., U.K. and France. As of March 31, 1999, 128
employees had terminated employment with SHS and $5.7 million had been charged
against the total liability of $12.2 million. SHS recorded $11.4 million in
acquisition and related costs during the three months ended March 31, 1998, and
$7.0 million of these costs were related to the consummation of pooling of
interests transactions during the three months ended March 31, 1998. SHS
completed two pooling of interests transactions valued at approximately $91.4
million during the three months ended March 31, 1998. The remaining $4.4
million was due to the consolidation and integration of certain of SHS's
acquired operations within the Contract Sales Group.

Interest Expense. SHS recorded $0.04 million of interest expense during the
three months ended March 31, 1999 and $0.5 million of interest expense during
the three months ended March 31, 1998. SHS does not have any significant debt
obligations outstanding. The interest expense recorded during the three months
ended March 31, 1998 consists primarily of interest on debt at acquired
companies prior to their acquisition by SHS. SHS generally repaid the debt of
its acquired companies.

Investment Income. Investment income was fairly constant during the first
quarters of 1999 and 1998. SHS recorded $0.3 million of investment income
during the three months ended March 31, 1999 and $0.2 million of investment
income during the three months ended March 31, 1998.

Income Tax Provision. SHS recorded a tax provision of $3.3 million during the
three months ended March 31, 1999. SHS's effective tax rate on its recurring
operations is approximately 36.8% for the three months ended March 31, 1999.
The actual tax provision recorded differs from the effective rate due to the
nondeductibility of certain of the nonrecurring costs recorded during the
period as well as the tax status of certain of the acquired companies prior to
their mergers with SHS. Pro forma income discussed below includes a provision
for income taxes as if all of our operations had been taxed as a C corporation
for the three months ended March 31, 1999.

Net Income (Loss). Net income increased $9.2 million to $5.1 million in the
first quarter of 1999 from a loss of $4.1 million in the first quarter of 1998
due primarily to SHS's overall growth and the decrease in nonrecurring
acquisition and related costs.

Pro forma adjusted net income excluding nonrecurring costs increased $0.7
million, or 12.5%, to $6.3 million in the first quarter of 1999 from $5.6
million in the first quarter of 1998. Pro forma adjusted net income excluding
nonrecurring costs increased because revenue growth exceeded growth in selling,
general and administrative expenses despite the decreasing gross margins.

Year Ended December 31, 1998, Compared to Year Ended December 31, 1997

Revenues. Revenues increased $112.5 million, or 53.8%, to $321.5 million in
1998 from $209.0 million in 1997. SHS experienced growth in the services
provided to both new and existing customers during 1998.

42
<PAGE>

This includes revenue growth resulting from the acquisitions of HCP and CLI
Pharma in purchase transactions completed during the first quarter of 1998.

Cost of Services. Cost of Services increased $79.7 million, or 51.0%, to
$236.0 million in 1998 from $156.3 million in 1997. Cost of services as a
percentage of revenues decreased to 73.4% in 1998 from 74.8% in 1997. This is
due to SHS's overall growth and the ability of the client support personnel to
handle increased client services.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $10.2 million, or 31.1%, to $43.0 million in
1998 from $32.8 million in 1997. Selling, general and administrative expenses
as a percentage of revenues decreased to 13.4% in 1998 from 15.7% in 1997 due
primarily to the revenue growth from the significant increase in services
provided throughout 1998.

Compensation to Stockholders. Compensation to stockholders was $0.7 million
in 1998 and $15.6 million in 1997. Compensation to stockholders reflects
compensation paid to certain stockholders of acquired companies prior to their
respective mergers with SHS that is in excess of the compensation provided for
in their employment contracts with SHS. The amount by which the historical
compensation paid to these stockholders exceeds the amount provided for in
their respective employment contracts with SHS has been classified as
compensation to stockholders. No compensation to stockholders is recorded
subsequent to an acquisition by SHS. The $0.7 million recorded in 1998 relates
to certain companies acquired in the third and fourth quarters of 1998, and
therefore, was incurred during 1998 by the acquired companies prior to their
acquisition.

Acquisition and Related Costs. SHS recorded $26.9 million in nonrecurring
acquisition and related costs during 1998. These costs were primarily related
to the consummation of acquisitions and consisted of investment banking fees,
expenses associated with the accelerated vesting of options held by employees
of certain acquired companies, other professional service fees, transfer taxes
and other contractual payments. In addition, this amount included a charge of
approximately $10.7 million for costs necessary to consolidate and integrate
certain of SHS's acquired operations in the U.S., the U.K. and France. SHS is
integrating acquired subsidiaries that provide similar services within the same
geographic regions. Approximately nine locations will be consolidated into
four, and the efforts will not have a significant impact on SHS's workforce.
SHS expects these integration activities to be substantially complete by the
third quarter of 1999. The charge consists of $4.1 million to consolidate and
terminate lease obligations, $5.3 million of severance and other costs
associated with the termination of 142 employees, and $1.3 million of fees
incurred for consulting services and other costs related to these integration
activities. The employees who were terminated were primarily redundant
operations and administrative personnel, as well as one under-utilized sales
team in the U.K.

SHS recorded $8.0 million in nonrecurring acquisition and related costs
during 1997 related to the consummation of acquisitions. These costs are
discussed further in the review of SHS's results of operations for 1997 as
compared to 1996.

Interest Expense. SHS recorded $2.3 million of interest expense in 1998 and
$1.6 million of interest expense in 1997. SHS does not have any significant
debt obligations outstanding. The interest expense recorded in both 1998 and
1997 consists primarily of interest on debt at acquired companies prior to
their acquisition by SHS. SHS generally repaid the debt of acquired companies.

Investment Income. SHS recorded $1.9 million of investment income in 1998 and
$0.6 million of investment income in 1997. The increase in investment income
corresponds to the increase in funds available for investment.

Income Tax Provision. SHS recorded a tax provision of $12.8 million during
1998. SHS's effective tax rate on its recurring operations is approximately
41.0% in 1998. The actual tax provision recorded differs from the effective
rate due to the nondeductibility of certain of the nonrecurring costs recorded
during the period. Pro forma income discussed below includes a provision for
income taxes as if all our operations had been taxed as a C corporation for the
year ended 1998.

43
<PAGE>

Net Income (Loss). Net income increased $10.1 million to income of $1.4
million in 1998 from a loss of $8.7 million in 1997 due primarily to SHS's
overall growth and containment of costs.

Pro Forma Adjusted Net Income (Loss). Pro forma adjusted net income (loss)
increased $12.1 million to net income of $1.4 million in 1998 from a net loss
of $10.7 million in 1997, due primarily to the overall growth in revenues and
containment of costs. Revenue growth exceeded the growth in cost of services
and selling, general and administrative expenses. Pro forma net income adjusted
to exclude nonrecurring costs, consisting of compensation to stockholders,
recapitalization costs and acquisition and related costs, increased $15.1
million, or 157.3%, to $24.7 million in 1998 from $9.6 million in 1997.

Year Ended December 31, 1997, Compared to Year Ended December 31, 1996

Revenues. Revenues increased $64.3 million, or 44.4%, to $209.0 million in
1997 from $144.7 million in 1996. SHS experienced growth in the services
provided to both new and existing customers during 1997. Services increased
most to those customers for which SHS provides contract sales services.

Cost of Services. Cost of services increased $51.4 million, or 49.0%, to
$156.3 million in 1997 from $104.9 million in 1996. Cost of services as a
percentage of revenues increased to 74.8% in 1997 from 72.5% in 1996. An
increase in cost of services as a percentage of revenues to provide healthcare
educational services was offset by a decrease in cost of services as a
percentage of revenues to provide contract sales services, resulting in the
overall increase in cost of services as a percentage of revenues.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $6.8 million, or 26.2%, to $32.8 million in
1997 from $26.0 million in 1996. Selling, general and administrative expenses
as a percentage of revenues decreased to 15.7% in 1997 from 17.9% in 1996
because a moderate increase in overhead expenses was spread over a larger base
of revenues.

Compensation to Stockholders. Compensation to stockholders was $15.6 million
in 1997 and $12.3 million in 1996. Compensation to stockholders reflects
compensation paid to certain stockholders of acquired companies prior to their
respective mergers with SHS that is in excess of the compensation provided for
in their employment contracts with SHS. The amount by which the historical
compensation paid to these stockholders exceeds the amount provided for in
their respective employment contracts with SHS has been classified as
compensation to stockholders. No compensation to stockholders is recorded
subsequent to an acquisition by SHS. The composition of the amount recorded in
1997 varies from the amount recorded in 1996 because the amounts recorded were
based on specific criteria and agreements at certain acquired companies that
existed in 1997 and in 1996 prior to their respective mergers with SHS.

Recapitalization Costs. Recapitalization costs were $1.9 million in 1997. One
of our acquired entities completed a recapitalization in 1997 prior to its 1998
merger with SHS. No recapitalization costs were incurred in 1996, and SHS does
not expect to incur any recapitalization costs in future periods.

Acquisition and Related Costs. SHS recorded $8.0 million in nonrecurring
acquisition and related costs during 1997. These costs were directly related to
the consummation of acquisitions and included primarily investment banking
fees, other professional service fees and certain U.K. excise and transfer
taxes.

Interest Expense. SHS recorded $1.6 million of interest expense in 1997 and
$0.7 million of interest expense in 1996. SHS does not have any significant
debt obligations outstanding. The interest expense recorded in both 1997 and
1996 consists primarily of interest on debt at acquired companies prior to
their acquisition by SHS. SHS generally repaid the debt of acquired companies.

Investment Income. SHS recorded $0.6 million of investment income in 1997 and
$0.8 million of investment income in 1996. The amount recorded in investment
income is directly related to the amount of funds available for investment.

Income Tax Provision. SHS recorded a tax provision of $1.9 million during
1997. SHS's effective tax rate on its recurring operations is approximately
48.8% in 1997. The actual tax provision recorded differs from the effective
rate due to the nondeductibility of certain of the nonrecurring costs recorded
during the period. Pro forma income discussed below includes a provision for
income taxes as if all of our operations had been taxed as a C corporation for
the year ended 1997.

44
<PAGE>

Net Income (Loss). Net income decreased $8.8 million to a loss of $8.7
million in 1997 from income of $83,000 in 1996 due primarily to the
nonrecurring costs incurred by SHS through its 1997 acquisitions.

Pro Forma Adjusted Net Income (Loss). Pro forma adjusted net loss increased
$8.0 million to a net loss of $10.7 million in 1997 from a net loss of $2.7
million in 1996. The nonrecurring costs recorded in 1997, slightly offset by
the growth of SHS, resulted in the overall increase in pro forma net loss. Pro
forma net income adjusted to exclude nonrecurring costs, consisting of
compensation to stockholders, recapitalization costs and acquisition and
related costs increased $2.2 million, or 29.7%, to $9.6 million in 1997 from
$7.4 million in 1996. The increase in pro forma net income adjusted to exclude
nonrecurring costs is consistent with the overall growth of SHS.

Liquidity and Capital Resources

At March 31, 1999, SHS had $24.3 million in cash and equivalents. Cash and
equivalents decreased $1.4 million during the three months ended March 31,
1999, due to the $5.6 million used in operating activities, the $0.3 million
used in investing activities and the $0.1 million effect of changes in the
exchange rate offset by the $4.6 million provided by financing activities. The
$4.6 million in cash provided by financing activities consists primarily of the
investments and advances from Snyder offset by net repayments of debt. The
$0.3 million in cash used in investing activities consists primarily of capital
expenditures and the purchases of subsidiaries, net of cash acquired. Cash and
cash equivalents increased $7.6 million for the year ended December 31, 1998,
due to $15.8 million provided by financing activities and the $0.2 million
effect of exchange rate changes, offset by $1.2 million used in operating
activities and the $7.2 million used in investing activities.

We believe that our cash and equivalents, as well as the cash provided by
operations, will be sufficient to fund its current operations, planned capital
expenditures and anticipated growth. SHS expects to obtain a line of credit for
general corporate purposes during the third quarter of 1999.

SHS has assessed its current systems and equipment with regard to year 2000.
We believe that these systems and equipment are year 2000 compliant and that
significant additional costs will not be incurred. However, we cannot assure
you that this will be the case until these systems are operational in 2000.

We are subject to the impact of foreign currency fluctuations, specifically
that of the British pound and French franc. To date, changes in the British
pound and French franc exchange rates have not had a material impact on our
liquidity or results of operations. We continually evaluate its exposure to
exchange rate risk but do not currently hedge such risk.

Given the extent of our services currently provided in continental Europe and
the nature of those services, we do not expect the introduction of the Euro to
have a material impact on our operations or cash flows. We will continue to
evaluate the impact of the introduction of the Euro as it continues to expand
the services offered and the European locations in which it operates.

Effect of Inflation

Because of the relatively low level of inflation experienced in the United
States and Europe, inflation did not have a material impact on our consolidated
results of operations for 1998, 1997 or 1996.

Quantitative and Qualitative Disclosures About Market Risk

At December 31, 1998, we had approximately $1.5 million of long-term debt.
Based upon the relative insignificance of long-term debt to our financial
position, we do not believe that we have significant exposure to the volatility
of interest rates. Approximately 45.3% of our revenues are earned outside of
the United States, with the majority earned in the United Kingdom and France,
but also in Germany and Hungary. All foreign operations incur both income and
expenses in their local currency, and accordingly, we do not believe we have
significant economic exposure to fluctuations in foreign exchange rates.
Because we are required to report our foreign operations as if they had been
incurred in U.S. dollars, fluctuations in foreign exchange rates could have a
detrimental impact on our reported financial results under generally accepted
accounting principles. We do not currently engage in hedging or other market
risk management tools.

45
<PAGE>

MANAGEMENT

Directors

The following individuals are expected to serve as directors of SHS after the
distribution.

<TABLE>
<CAPTION>
Name Age Position
- - ---- --- --------
<S> <C> <C>
Daniel M. Snyder................... 34 Co-Chairperson of the Board of Directors
Michele D. Snyder.................. 36 Co-Chairperson of the Board of Directors
Mortimer B. Zuckerman.............. 62 Director
Fred Drasner....................... 56 Director
Eran Broshy........................ 40 Director and Chief Executive Officer
</TABLE>

Daniel M. Snyder, Co-Chairperson of the Board of Directors, is a founder of
Snyder Communications, and has served as Chairman of the Board of Directors and
Chief Executive Officer of Snyder Communications since its predecessor company
was founded in 1987.

Michele D. Snyder, Co-Chairperson of the Board of Directors, is a founder of
Snyder, and serves as Vice Chairman, President and Chief Executive Officer and
a director of Snyder. Ms. Snyder is Mr. Snyder's sister.

Mortimer B. Zuckerman, a director of SHS, has been a director of Snyder since
1996 and has been the Chairman of Boston Properties, Inc., a national real
estate development and management company, since 1970. He has served as
Chairman of U.S. News & World Report, L.P. and Editor-in-Chief of U.S. News &
World Report since 1985, Chairman of Daily News, L.P. and Co-Publisher of the
New York Daily News since 1993, Chairman of The Atlantic Monthly Company since
1980 and Chairman of the Board of Directors of Applied Graphics Technologies,
Inc. since April 1996.

Fred Drasner, a director of SHS, has been a director of Snyder since 1996,
the Chief Executive Officer of Daily News, L.P. and Co-Publisher of the New
York Daily News since 1993, the President of U.S. News & World Report, L.P.
from 1985 to February 1997 and Chief Executive Officer of U.S. News & World
Report since 1985, the Chairman and Chief Executive Officer of Applied Graphics
Technologies, Inc. since April 1996, the Chief Executive Officer of Applied
Printing Technologies, L.P. since 1986 and the Vice-Chairman and Chief
Executive Officer of The Atlantic Monthly Company since 1986.

Eran Broshy, Chief Executive Officer and a director of SHS, served as the
practice leader of the North American healthcare consulting practice of the
Boston Consulting Group from 1991 to 1998. Since 1998, Mr. Broshy served as
President and Chief Executive Officer of Coelcanth Corporation, a privately-
held biotechnology company. Mr. Broshy is a graduate of the Harvard School of
Business Administration (MBA), Stanford University (MS), and Massachusetts
Institute of Technology (BS).

In addition to the above-named directors, additional independent
directors will be designated prior to the distribution.

Directors' Meetings and Committees

The Board of Directors of SHS will have a number of standing committees,
including an Audit Committee and a Compensation Committee.

Audit Committee. The Audit Committee of the Board of Directors of SHS will
review and make reports and recommendations to the full Board of Directors with
respect to the selection of the independent auditors of SHS and its
subsidiaries, the arrangements for the scope of the audits to be performed by
them and the internal audit activities, accounting procedures and controls of
SHS, and will review the annual financial statements of SHS. The members of the
Audit Committee will be and , with serving as
Chair of the Audit Committee.

Compensation Committee. The Compensation Committee of the Board of Directors
of SHS will be responsible for approving compensation arrangements for
executive management, reviewing compensation

46
<PAGE>

plans relating to officers, grants of options and other benefits under SHS's
employee benefit plans and reviewing generally SHS's employee compensation
policy. The members of the Compensation Committee will be and
, with serving as Chair of the Compensation
Committee.

Compensation of Directors

We are currently in the process of reviewing our director compensation. We
anticipate that each director who is neither an officer nor an employee of SHS
will receive an annual director's fee paid in either cash, shares of SHS common
stock, or stock options. Directors will also be reimbursed for expenses
incurred in connection with attending meetings.

Executive Officers

The following individuals are expected to serve as executive officers of SHS
after the distribution.

<TABLE>
<CAPTION>
Name Age Position
- - ---- --- --------
<S> <C> <C>
Eran Broshy............................ 40 Chief Executive Officer and Director
Robert Brown, Ph.D..................... 55 President, Health Products Research
R. Jeremy Stone, M.D................... 34 President, UK Healthcare Sales
Allan Avery............................ 38 President, Healthcare Communications
William C. Pollock..................... 45 President, Healthcare Sales
</TABLE>

For a description of Eran Broshy's background, see "Management--Directors."

Robert Brown, Ph.D., has served as President of Health Product Research, Inc.
(HPR), a subsidiary of Snyder, for over 25 years. For the last 20 years, Dr.
Brown has consulted on a worldwide basis to many major pharmaceutical and
medical products companies. Before joining HPR, Dr. Brown was a manager of
Corporate Marketing Services at Johnson & Johnson. He holds a doctorate in
Operations Research from George Washington University.

R. Jeremy Stone, M.D., has served as President of Snyder's UK Healthcare
Sales division since December 1998. Prior to joining Snyder in 1998, Dr. Stone
founded the healthcare practice for the search firm Heidrick & Struggles
International in 1997. From 1994 to 1997, Dr. Stone served as a Senior Managing
Consultant for Gemini Consulting, a strategy, change and general management
implementation firm. Dr. Stone has an MBA and diploma in Management for Doctors
from the University of Keele and a diploma in Anaesthetics from the Royal
College of Anaesthestists.

Allan Avery has served as President of Snyder Healthcare Communications
Worldwide, Inc., a subsidiary of Snyder since 1997 and has over 16 years of
healthcare industry experience. Mr. Avery led the integration of two world-
class integrated educational and marketing solutions companies for the
pharmaceutical industry, including GEM Communications, Inc., which he founded
in 1992. He previously held management positions with PRO Communications, an
educational project company, and Marion Laboratories (now Hoechst Marion
Roussel).

William C. Pollock has served as President of Snyder's US Healthcare Sales
division since February 1998. Prior to joining Snyder, Mr. Pollock served as
the President of Healthcare Promotions, LLC from August 1994 until February
1998, and held an executive position with Schering-Plough Corporation for the
four preceeding years. With 18 years of experience in the pharmaceutical
industry, Mr. Pollock's responsibilities have ranged from sales management to
marketing. He also previously held an executive position with Johnson &
Johnson.

47
<PAGE>

EXECUTIVE COMPENSATION

Historical Compensation

The following table sets forth certain information with respect to the annual
and long-term compensation of SHS's four most highly compensated executive
officers for fiscal 1998 and SHS's Chief Executive Officer, who was not
employed by SHS until June 1999. During the periods presented, the individuals
were compensated in accordance with Snyder's plans and policies. All references
in the following tables to stock options relate to awards of options to
purchase shares of Snyder common stock.

Summary Compensation Table

<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
---------------------------- ------------------
Awards Payouts
---------- -------
Restricted Securities All Other
Name and Fiscal Stock Underlying LTIP Compensation
Principal Position Year Salary Bonus($) Award(s) Options(#) Payouts ($)
- - ------------------ ------ -------- -------- ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Eran Broshy(1).......... 1998 -- -- -- -- -- --
Robert Brown, Ph.D. .... 1998 $210,000 -- -- 100,000 -- --
R. Jeremy Stone,
M.D.(2)................ 1998 $ 20,125 -- -- 105,000 -- --
Allan Avery............. 1998 $218,750 -- -- 200,000 -- --
William C. Pollock...... 1998 $240,000 $155,000 -- 75,000 -- --
</TABLE>
- - --------
(1) Mr. Broshy was not employed by Snyder in 1998. He joined Snyder in June
1999.
(2) Dr. Stone began his employment with Snyder in December 1998, and the salary
amount included in the table above reflects compensation received in 1998.
If Dr. Stone had been employed for the full year, his annual base salary
would have been $241,500.

Option Grants in Fiscal 1998

The following table sets forth information with respect to option grants
during fiscal 1998 to the individuals named in the Summary Compensation Table
pursuant to Snyder plans.

<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------
Potential Realizable
% of Total Value at Assumed Annual
Options Rates of Stock Price
Number of Granted to Exercise Appreciation for Option Term
Options Employees in Price Expiration -----------------------------
Name Granted Fiscal Year ($/Share) Date 5% 10%
- - ---- --------- ------------ --------- ---------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Eran Broshy............. -- -- -- -- -- --
Robert Brown, Ph.D. .... 100,000 0.91% 30.43750 2/12/08 $ 1,759,591.21 $ 4,377,190.27
R. Jeremy Stone, M.D. .. 100,000 0.91% 28.3750 12/16/08 $ 1,784,488.50 $ 4,522,244.23
5,000 0.05% 28.3750 12/16/08 $ 89,224.43 $ 226,112.21
Allan Avery............. 50,000 0.46% 30.43750 11/25/07 $ 854,567.25 $ 2,112,836.76
150,000 1.37% 28.3750 12/16/08 $ 2,676,732.76 $ 6,783,366.35
William C. Pollock...... 75,000 0.68% 30.43750 2/12/08 $ 1,319,693.41 $ 3,282,892.70
</TABLE>

Option Exercises in Fiscal 1998

The following table sets forth the number of shares of Snyder common stock
covered by both exercisable and unexercisable stock options held by each of the
individuals named in the Summary Compensation Table on December 31, 1998. Also
reported are the values for "in-the-money" options, calculated as the excess of
the value of shares of Snyder common stock as of December 31, 1998 over the
respective exercise prices of outstanding stock options.

48
<PAGE>

<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money
Snyder Options at Snyder Options at
Shares Fiscal Year-End(#) Fiscal Year-End($)
Acquired on Value ------------------------- -------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- - ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Eran Broshy............. -- -- -- -- -- --
Robert Brown, Ph.D...... -- -- -- 100,000 -- $331,250.00
R. Jeremy Stone, M.D.... -- -- 5,000 100,000 $26,875.00 $537,500.00
Allan Avery............. -- -- 12,500 187,500 $41,406.75 $930,468.75
William C. Pollock...... -- -- -- 75,000 -- $248,437.50
</TABLE>

SHS Compensation and Benefit Plans

The separation of the healthcare services business from the remaining
businesses of Snyder in connection with the distribution will allow SHS to
compensate its executive officers based on the performance of its healthcare
marketing services business. In particular, Eran Broshy, Chief Executive
Officer, and the other key members of SHS's management team will receive stock
compensation in the form of options to purchase SHS common stock.

Pursuant to Eran Broshy's employment agreement, he will receive an aggregate
of $4,000,000 in options to purchase shares of SHS common stock and an
aggregate of $2,500,000 in restricted SHS common stock in connection with the
consummation of the distribution. See "Executive Compensation--Employment
Agreements." Each of the other members of SHS's management team listed above
will be granted $500,000 in restricted SHS common stock on the distribution
date at the closing price of SHS common stock on the distribution date. Forty
percent of these shares of restricted SHS common stock will vest on the
distribution date, and the balance will vest in equal installments over the
next four years.

It is anticipated that total compensation for SHS's executive officers after
the distribution will include base salary, the stock-based incentives described
above and other benefits pursuant to the employee benefit plans described
below. It is anticipated that base salaries and total compensation
opportunities will be competitive as measured against industry norms.

Set forth below is a summary of the components of SHS's executive
compensation following the distribution:

1999 Stock Incentive Plan

The purpose of the 1999 Stock Incentive Plan is to promote the long-term
growth of SHS by rewarding key management employees, consultants and directors
of SHS with a proprietary interest in SHS for outstanding long-term performance
and also to attract, motivate and retain highly qualified and capable personnel
to these positions. The plan is administered by the Compensation Committee of
the Board of Directors of SHS. The participants in the plan are the officers,
key employees, directors and consultants of SHS, and the awards to a
participant under the plan may be in the form of a non-qualified stock option,
an incentive stock option, restricted stock, a stock appreciation right, or a
combination thereof, at the discretion of the Compensation Committee.

Reservation of Shares. Under the 1999 Stock Incentive Plan,
shares of SHS common stock will be reserved for issuance. The shares of SHS
common stock to be issued will be made available from authorized but unissued
shares of SHS common stock or issued shares that have been reacquired by SHS.
If any shares of SHS common stock that are the subject of an award are not
issued and cease to be issuable for any reason, such shares will no longer be
charged against the maximum share limitations and may again be made subject to
awards. In the event of certain corporate reorganizations, recapitalizations,
or other specified corporate transactions affecting SHS or the SHS common
stock, proportionate adjustments may be made to the number of shares available
for grant, as well as the other maximum share limitations, under the plan, and
the number of shares and prices under outstanding awards.

49
<PAGE>

Duration. The 1999 Stock Incentive Plan has a term of years, subject to
earlier termination or amendment.

Administration. The 1999 Stock Incentive Plan will be administered by the
Compensation Committee of SHS's Board of Directors. Subject to the limitations
set forth in the plan, the Compensation Committee has the authority to
determine the persons to whom awards are granted, the types of awards to be
granted, the time at which awards will be granted, the number of shares, units
or other rights subject to each award, the exercise, base or purchase price of
an award (if any), the time or times at which the award will become vested,
exercisable or payable, and the duration of the award.

Eligibility. All employees of SHS and its subsidiaries and, in the case of
awards other than incentive stock options, any consultant or independent
contractor providing services to SHS or its subsidiaries, will be eligible to
be granted awards under the plan, as selected from time to time by the
Compensation Committee in its sole discretion.

Types of Awards. The 1999 Stock Incentive Plan authorizes the grant of the
following types of awards:

. Stock Options (nonqualified and incentive stock options). The maximum
number of shares that may be covered under options granted to any
individual in any calendar year is shares. The exercise
price of an option may be determined by the Compensation Committee,
provided that the exercise price per share of an option may not be less
than the fair market value of a share of SHS common stock on the date of
grant. The maximum term of any stock option will be years from the
date of grant. The Compensation Committee is to determine the extent to
which an option will become and/or remain exercisable in the event of
termination of employment or service of a participant under various
circumstances, including retirement, death or disability, subject to
certain limitations for incentive stock options. An option may be
exercised in whole or in part at any time during the term thereof by
written notice to SHS, together with payment of the aggregate exercise
price of the option. In addition to the exercise price, the participant
must pay SHS in cash or, at the Compensation Committee's discretion, in
SHS common stock, the full amount of all applicable income tax and
employment tax amounts required to be withheld in connection with the
exercise of the option.

. Stock Appreciation Rights. A stock appreciation right may be granted
either in tandem with an option or without a related option. A stock
appreciation right entitles the holder, upon exercise, to receive a
payment based on the difference between the base price of the stock
appreciation right (which may not be less than the fair market value of
a share of SHS common stock on the date of grant) and the fair market
value of a share of SHS common stock on the date of exercise, multiplied
by the number of shares as to which such stock appreciation right is
being exercised. The maximum term of a stock appreciation right will be
years from the date of grant. Stock appreciation rights are payable,
in the discretion of the Compensation Committee, in cash, in shares of
SHS common stock, or in a combination of cash and shares of SHS common
stock.

. Restricted Stock Awards. An award of restricted stock represents shares
of SHS common stock that are issued subject to such restrictions on
transfer and incidents of ownership, and such forfeiture conditions, as
the Compensation Committee deems appropriate. The restrictions imposed
upon an award of restricted stock will lapse in accordance with the
vesting requirements specified by the Compensation Committee in the
award agreement. Such vesting requirements may be based on the continued
employment of the participant for a specified time period or on the
attainment of specified business goals or performance criteria
established by the Compensation Committee. The Compensation Committee
may, in connection with an award of restricted stock, require the
payment of a specified purchase price. Subject to the transfer
restrictions and forfeiture restrictions relating to the restricted
stock award, the participant will have the rights of a stockholder of
SHS, including all

50
<PAGE>

voting and dividend rights, during the restriction period, unless the
Compensation Committee determines otherwise at the time of the grant.
The maximum number of shares of common stock that may be subject to a
restricted stock award granted to a participant during any one calendar
year shall be .

Change-In-Control. The Compensation Committee may, in an award agreement,
provide for the effect of a change-in-control (as defined in the 1999 Stock
Incentive Plan) on the award. Such provisions may include the acceleration of
an award's vesting or extension of the time for exercise, the elimination or
modification of performance or other conditions, the cash settlement of an
award or other adjustments that the Compensation Committee considers
appropriate.

Employee Stock Purchase Plan

Reservation of Shares. Under the Employee Stock Purchase Plan, shares
of SHS common stock will be reserved for issuance pursuant to all rights
granted under the plan. The shares of SHS common stock to be issued will be
made available from authorized but unissued shares of SHS common stock or
issued shares that have been reacquired by SHS. To the extent that any right to
purchase SHS common stock granted under the plan is forfeited, cancelled, or
otherwise terminated, the shares of SHS common stock covered thereunder will no
longer be charged against the maximum share limitation and may again be made
subject to rights granted under the plan.

Duration. The Employee Stock Purchase Plan will have a term of years,
subject to earlier termination or amendment by SHS's Board of Directors.

Administration. The Employee Stock Purchase Plan will be administered by the
Compensation Committee. Subject to limitations to be set forth in the plan, the
Compensation Committee will have the authority to determine the persons to whom
rights are granted, the time at which rights will be granted, the number of
shares that may be purchased under a right, the date or period during which
such right may be exercised and all other terms of the right. With the consent
of the affected participant, the Compensation Committee will have the authority
to cancel and replace outstanding rights previously granted with new rights for
the same or a different number of shares and to amend the terms of any
outstanding right.

Eligibility. All executive employees of SHS and its subsidiaries located in
the United States will be eligible to receive rights under the Employee Stock
Purchase Plan. Employees must hold common stock purchased under this Plan for
at least . An employee is not eligible for the grant of any rights under
this Plan if the employee would own, directly or indirectly, stock possessing
5% or more of the total combined voting power or value of all classes of stock
of SHS. The employee may have deductions made from his or her compensation
which will be deposited into the employee's stock purchase account. On the
exercise date, the entire amount in the employee's stock purchase account will
be applied to the purchase of shares of SHS common stock at a price that is %
of the market value of the stock on the exercise date. An employee may not
purchase more than shares of SHS common stock on any one exercise date, or
more than $ worth of common stock during any calendar year.

Exercise of Rights. A right will be exercised by written notice to SHS on or
prior to a specified exercise date.

Treatment of Snyder Options and Other Benefits Following the Distribution

As part of the distribution, outstanding stock option and other incentive
awards granted under Snyder's stock plan will be cancelled and replaced with
awards under SHS's 1999 Stock Incentive Plan. The replacement awards granted
under the 1999 Stock Incentive Plan will maintain the economic position of the
holders, will not increase the aggregate intrinsic value of the outstanding
Snyder options that were cancelled, and the ratio of the exercise price per
option to the market value per share will not be changed. Snyder

51
<PAGE>

employee stock options and other incentive awards held by employees of Snyder
will be retained by employees of Snyder and their exercise prices will be
adjusted in the same manner to reflect the distribution.

Employment Agreements

Eran Broshy. On June 14, 1999, Snyder retained the services of Eran Broshy as
President of Snyder's healthcare group. Under the terms of Mr. Broshy's
employment agreement, he will initially receive an annual base salary of
$425,000. He is also eligible for an annual bonus award based on certain
performance measures, which may not exceed $125,000.

Under his employment agreement, Mr. Broshy was granted non-qualified options
to purchase an aggregate of $4,000,000 of SHS common stock at fair market
value. Mr. Broshy's options vest at the rate of 25% per year on each
anniversary of the grant date, provided he is still employed by SHS on the
applicable vesting date. Mr. Broshy's employment agreement also provides for a
grant of an aggregate of $2,500,000 in restricted SHS common stock, 20% of
which will vest on the distribution date and the remaining 80% vesting in equal
increments over the next four years, provided he is still employed by SHS on
the applicable vesting date. The restricted stock grant provided for in his
employment agreement will prohibit Mr. Broshy from transferring any of his SHS
common stock for a period of four years after the distribution date. The
agreement provides that upon a "change in control" of SHS, the vesting of both
the stock options and restricted stock will accelerate so that Mr. Broshy's
options and restricted stock are fully vested. For purposes of his employment
agreement, "change in control" means any sale, transfer or other disposition of
all or substantially all of the assets of SHS or the consummation of a merger
or consolidation of SHS which results in the SHS stockholders immediately prior
to such transaction owning, in the aggregate, less than a majority of the
surviving entity. Furthermore, Mr. Broshy's employment agreement provides that
he may borrow up to $500,000 from SHS exclusively for the purchase of SHS
common stock.

Robert Brown, Ph.D. Health Products Research, Inc., a subsidiary of Snyder,
entered into an employment agreement with Dr. Brown on February 13, 1998. Dr.
Brown's initial base salary under his employment agreement is $210,000. Dr.
Brown's employment agreement also provides for a grant of stock options to
purchase 100,000 shares of Snyder common stock, vesting over a four-year
period. In the event of Dr. Brown's termination without cause, voluntary
termination for "good reason," or his termination pursuant to sale or transfer
of Health Products Research, Inc., Dr. Brown is entitled to a severance payment
equal to one-half of his annual base salary.

R. Jeremy Stone, M.D. Halliday Jones Sales Limited, a subsidiary of Snyder,
entered into an employment agreement with Dr. Stone on October 15, 1998. Dr.
Stone's initial base salary under his employment agreement is (Pounds)150,000.
Dr. Stone's employment agreement also provides for a grant of stock options to
purchase 100,000 shares of Snyder common stock, vesting over a four-year
period. In the event of Dr. Stone's termination without cause, Dr. Stone is
entitled to a severance payment equal to one-half of his annual base salary or
the remaining term of his employment agreement, whichever is less.

Allan Avery. GEM Communications, Inc., a subsidiary of Snyder, entered into
an employment agreement with Mr. Avery on November 25, 1997. Mr. Avery's
initial base salary under his employment agreement is $200,000. Mr. Avery's
employment agreement also provides for a grant of stock options to purchase
50,000 shares of Snyder common stock, vesting over a four-year period. In the
event of Mr. Avery's termination without cause or the sale or transfer of GEM
Communications, Inc., Mr. Avery is entitled to a severance payment equal to
one-half of his annual base salary.

William C. Pollock. Healthcare Promotions, LLC, a subsidiary of Snyder,
entered into an employment agreement with Mr. Pollock on February 13, 1998. Mr.
Pollock's initial base salary under his employment agreement is $240,000. Mr.
Pollock's employment agreement also provides for a grant of stock options to
purchase 75,000 shares of Snyder common stock, vesting over a four-year period.
In the event of Mr. Pollock's termination without cause or the sale or transfer
of Healthcare Promotions, LLC, Dr. Brown is entitled to a severance payment
equal to one-half of his annual base salary.

52
<PAGE>

Each of the employment agreements described above contains a non-competition
commitment during the term of employment and for a period of 12 months after
termination of employment. Additionally, each employment agreement contains a
non-solicitation provision and provides for assignment by the employee to his
employer of any work products developed by him during the term of his
employment.

SHS will assume the obligations of Snyder, Health Products Research, Inc.,
Halliday Jones Sales Limited, GEM Communications, Inc. and Healthcare
Promotions, LLC, respectively, under these employment contracts in connection
with the consummation of the distribution.

53
<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the projected beneficial ownership of SHS
common stock immediately following the distribution date by each of SHS's
directors, its Chief Executive Officer and the executive officers who were
SHS's four most highly compensated executive officers in fiscal 1998 and all
directors and executive officers as a group, based upon information available
to Snyder concerning ownership of shares of Snyder common stock at ,
1999. The projections do not take into account (i) any shares of common stock
that may be issued with respect to shares of Snyder common stock acquired
pursuant to the exercise of options to purchase shares of Snyder common stock
previously granted under Snyder compensation programs but not exercised as of
, 1999 or (ii) any shares of restricted SHS common stock or shares of
common stock underlying stock options that may be granted to SHS's executive
officers and other key employees subsequent to the distribution date. See
"Executive Compensation--SHS Compensation and Benefit Plans--1999 Stock
Incentive Plan."

<TABLE>
<CAPTION>
Number of Shares Projected % of Shares
Name to be Beneficially Owned Outstanding
- - ---- -------------------------- -----------
<S> <C> <C>
Daniel M. Snyder........................
Michele D. Snyder.......................
Mortimer B. Zuckerman...................
Fred Drasner............................
Eran Broshy.............................
Dr. Robert Brown........................
R. Jeremy Stone.........................
Allan Avery.............................
William C. Pollock......................
All directors and executive officers as
a group ( persons)...................
</TABLE>

Based upon information available to Snyder concerning the ownership of shares
of Snyder common stock at , 1999, no person, other than those listed in
the table above, is projected to own beneficially more than 5% of the
outstanding SHS common stock on the distribution date except as follows:

<TABLE>
<CAPTION>
Shares of
SHS Common
Stock to be
Received
Name and Address of in the
Beneficial Owner Distribution Percent of Class*
------------------- ------------ -----------------
<S> <C> <C>
Ark Asset Management Co., Inc. ............ 10.5%
Putnam Investments, Inc. .................. 12.1%
</TABLE>
- - --------
* These percentages are based on shares of Snyder common stock reported as
being beneficially owned in statements on Schedule 13G by the respective
beneficial owner.

54
<PAGE>

DESCRIPTION OF CAPITAL STOCK

Authorized Capital Stock

The total number of shares of all classes of stock that SHS presently has
authority to issue is 1,000 shares of SHS common stock. Under the certificate
that will be in effect on the distribution date, SHS will have authority to
issue a total of shares of all classes of stock, of which
may be shares of preferred stock and may be shares of
common stock.

Based on the number of shares of Snyder common stock outstanding as of
, 1999 and the distribution ratio, it is expected that
shares of SHS common stock will be distributed to Snyder stockholders in the
distribution. All the shares of SHS common stock to be distributed to Snyder
stockholders in the distribution will be fully paid and non-assessable. The SHS
common stock to be distributed will constitute all the shares of capital stock
of SHS that will be outstanding immediately after the distribution.

SHS Common Stock

Holders of SHS common stock are entitled to one vote for each share on all
matters voted on by stockholders. Holders of SHS common stock do not have
cumulative voting rights in the election of directors. The first annual meeting
of stockholders is expected to be held during 2000.

Holders of SHS common stock do not have subscription, redemption or
conversion privileges. Subject to the preferences or other rights of any
preferred stock that may be issued from time to time, holders of SHS common
stock are entitled to participate ratably in dividends on SHS common stock as
declared by the SHS Board of Directors. Holders of SHS common stock are
entitled to share ratably in all assets available for distribution to
stockholders in the event of liquidation or dissolution of SHS, subject to
distribution of the preferential amount, if any, to be distributed to holders
of preferred stock.

Preferred Stock

SHS's certificate of incorporation that will be in effect on the distribution
date will authorize the SHS Board of Directors, without any vote or action by
the holders of SHS common stock, to issue up to shares of preferred
stock from time to time in one or more series. The SHS Board of Directors is
authorized to determine the number of shares and designation of any series of
preferred stock and the dividend rights, dividend rate, conversion rights and
terms, voting rights (full or limited, if any), redemption rights and terms,
liquidation preferences and sinking fund terms of any series of preferred
stock. Issuances of preferred stock would be subject to the applicable rules of
the Nasdaq National Market or other organizations on whose systems the stock of
SHS may then be quoted or listed. Depending upon the terms of preferred stock
established by SHS Board of Directors, any or all series of preferred stock
could have preference over SHS common stock with respect to dividends and other
distributions and upon liquidation of SHS. Issuance of any such shares with
voting powers, or issuance of additional shares of SHS common stock, would
dilute the voting power of the outstanding SHS common stock. SHS has no present
plans to issue any preferred stock.

No Preemptive Rights

No holder of any capital stock of SHS authorized at the distribution date
will have any preemptive right to subscribe for or purchase any securities of
any class or kind of SHS.

Transfer Agent and Registrar

American Stock Transfer and Trust Company will be the transfer agent and
registrar for SHS common stock commencing upon the distribution date.

55
<PAGE>

PURPOSES AND EFFECTS OF CERTAIN PROVISIONS OF DELAWARE LAW, SHS'S CERTIFICATE
OF INCORPORATION AND BY-LAWS

The following discussion concerns certain provisions of Delaware law, the SHS
certificate of incorporation and our by-laws that could be viewed as having the
effect of discouraging an attempt to obtain control of SHS.

Delaware Law

Section 203 of the General Corporation Law. Under certain circumstances,
Section 203 of the Delaware General Corporation Law limits the ability of an
"interested stockholder" to effect various business combinations with SHS for a
three-year period following the time that a stockholder became an interested
stockholder. An "interested stockholder" is defined as a holder of more than
15% of the outstanding voting stock.

An interested stockholder may engage in a business combination transaction
with SHS within the three-year period only if:

. SHS's Board of Directors approved the transaction before the stockholder
became an interested stockholder or approved the transaction in which
the stockholder became an interested stockholder;

. the interested stockholder acquired at least 85% of the voting stock in
the transaction in which it became an interested stockholder; or

. SHS's Board of Directors and the holders of shares entitled to cast two-
thirds of the votes entitled to be cast by all of the outstanding voting
shares held by all disinterested stockholders approve the transaction.

Special Meetings. Under Delaware law, unless the certificate of incorporation
or the by-laws provide otherwise, stockholders are not permitted to call a
special meeting of the stockholders. SHS's certificate of incorporation and by-
laws do not permit stockholders to call a special meeting.

Certificate of Incorporation and By-Laws

Authorized Shares. The certificate of incorporation will provide that SHS may
from time to time issue shares of preferred stock in one or more series, the
terms of which will be determined by SHS's Board of Directors, and common
stock. SHS will not solicit approval of our stockholders unless SHS's Board of
Directors believes that approval is advisable or is required by Nasdaq National
Market regulations or Delaware law. This could enable SHS's Board of Directors
to issue shares to persons friendly to current management which would render
more difficult or discourage an attempt to obtain control of SHS by means of a
merger, tender offer, proxy contest or otherwise and protect the continuity of
our management. These additional shares also could be used to dilute the stock
ownership of persons seeking to obtain control of our company.

56
<PAGE>

LIMITATION ON LIABILITY AND INDEMNIFICATION
OF OFFICERS AND DIRECTORS

Limitation on Liability of Directors

Section 145 of the Delaware General Corporation Law permits the
indemnification of directors, officers, employee and agents of a Delaware
corporation. SHS's certificate of incorporation and by-laws provide that SHS
shall indemnify its directors and officers to the fullest extent permitted by
the Delaware General Corporation Law. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers or person controlling SHS pursuant to the foregoing provisions, the
opinion of the Securities and Exchange Commission is that such indemnification
is against public policy as expressed in the Securities Act and is therefore
unenforceable.

As permitted by the Delaware General Corporation Law, SHS's certificate of
incorporation also limits the liability of directors of SHS for damages in
derivative and third party lawsuits for breach of a director's fiduciary duty
except for liability:

. for any breach of the director's duty of loyalty to SHS or its
stockholders;

. for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

. for unlawful payments of dividends or unlawful stock purchases or
redemptions as provided in Section 174 of the Delaware General
Corporation Law; or

. for any transaction for which the director derived improper personal
benefit.

The limitation of liability applies only to monetary damages and, presumably,
would not affect the availability of equitable remedies such as injunction or
recission. The limitation of liability applies only to the acts or omission of
directors as directors and does not apply to any such act or omission as an
officer of SHS or to any liabilities imposed under federal securities law.

Indemnification and Insurance

SHS intends to obtain directors' and officers' insurance providing
indemnification for certain of SHS's directors, officers, affiliates, partners
and employees for certain liabilities.

SHS's by-laws, among other things, indemnify SHS's directors and executive
officers for certain expenses, including attorney's fees, judgments, fines and
settlement amounts incurred by any such person in any action or proceeding,
including any action by or in the right of SHS, arising out of such person's
services as a director or executive officer of SHS, any subsidiary of SHS or
any other company or enterprise to which the person provides services at the
request of SHS. We believe that these provisions are necessary to attract and
retain qualified directors and executive officers.

At present, there are no pending litigation or proceeding involving any
director, officer, employee or agent of SHS where indemnification is expected
to be required or permitted. We are not aware of any threatened litigation or
proceeding that might result in a claim for such indemnification.

57
<PAGE>

ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission the registration
statement under the Exchange Act with respect to SHS common stock being
received by Snyder stockholders in the distribution. This information statement
does not contain all of the information set forth in the registration statement
and the exhibits thereto, to which reference is hereby made. Statements made in
this information statement as to the contents of any contract, agreement or
other documents referred to herein are not necessarily complete. With respect
to each such contract, agreement or to other documents filed as an exhibit to
the registration statement, reference is made to such exhibit for more complete
description of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference. The registration statement and the
exhibits thereto filed by us with the Securities and Exchange Commission may be
inspected at the public reference facilities of the Securities and Exchange
Commission listed below.

After the distribution, SHS will be subject to the information requirements
of the Exchange Act, and in accordance therewith will file reports, proxy
statements and other information with the Securities and Exchange Commission.
Such reports, proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the Securities and
Exchange Commission at its principal offices at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at its regional offices at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7
World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material may be obtained at prescribed rates from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Such
material may also be accessed electronically by means of the Commission's home
page on the Internet at http://www.sec.gov. Application has been made to list
the shares of SHS common stock on the Nasdaq National Market and, if and when
such shares of SHS common stock commence trading on the Nasdaq National Market,
such reports, proxy statements and other information concerning the Company
will be available for inspection at 1735 K Street, N.W., Washington, D.C.
20006-1500.

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

We intend to furnish our stockholders with annual reports containing
consolidated financial statements (beginning with fiscal year 1999) audited by
independent accountants.

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

You should rely only on the information contained in this information
statement and other documents referred to in this information statement. Snyder
and SHS have not authorized anyone to provide you with information that is
different.

58
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Snyder Healthcare Services, Inc.
Combined Financial Statements

Report of Independent Public Accountants.................................. F-2
Combined Balance Sheet as of December 31, 1998 and 1997 and March 31, 1999
(unaudited).............................................................. F-3
Combined Statement of Income, for the years ended December 31, 1998, 1997
and 1996 and the three months ended March 31, 1999 (unaudited) and 1998
(unaudited).............................................................. F-4
Combined Statement of Cash Flows for the years ended December 31, 1998,
1997 and 1996 and the three months ended March 31, 1999 (unaudited) and
1998 (unaudited)......................................................... F-5
Notes to Combined Financial Statements.................................... F-6

CLI Pharma S.A.
Consolidated Financial Statements of Acquired Business

Report of Independent Public Accountants.................................. F-20
Consolidated Balance Sheet as of December 31, 1997........................ F-21
Consolidated Statement of Income for the year ended December 31, 1997..... F-22
Consolidated Statement of Equity for the year ended December 31, 1997..... F-23
Consolidated Statement of Cash Flows for the year ended December 31, 1997. F-24
Notes to Financial Statements............................................. F-25
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of Snyder Communications, Inc.:

We have audited the accompanying combined balance sheets of Snyder Healthcare
Services, Inc. (the "Company"), as defined in Note 1 to the combined financial
statements, as of December 31, 1998 and 1997, and the related combined
statements of income and cash flows for each of the years in the three year
period ended December 31, 1998. These combined financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these combined financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the combined financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the combined financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Snyder Healthcare
Services, Inc. as of December 31, 1998 and 1997, and the results of their
operations and their cash flows for each of the years in the three year period
ended December 31, 1998, in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

Washington, D.C.
June 22, 1999

F-2
<PAGE>

SNYDER HEALTHCARE SERVICES, INC.
(See Note 1)

COMBINED BALANCE SHEET
(in thousands)

<TABLE>
<CAPTION>
March 31, December 31,
----------- -----------------
1999 1998 1997
----------- -------- --------
(unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and equivalents........................... $ 24,288 $ 25,664 $ 18,040
Marketable securities.......................... -- -- 1,108
Accounts receivable, net of allowance for
doubtful accounts of $2,473, $2,971 and $3,924
at March 31, 1999, December 31, 1998 and 1997,
respectively.................................. 50,700 43,521 29,331
Unbilled services.............................. 24,183 15,212 6,769
Current portion of deferred tax asset.......... 419 683 852
Other current assets........................... 11,111 10,369 7,141
-------- -------- --------
Total current assets......................... 110,701 95,449 63,241
-------- -------- --------
Property and equipment, net...................... 11,754 10,028 4,880
Goodwill and other intangible assets, net........ 97,335 80,728 26,283
Deferred tax asset............................... 3,733 3,414 4,569
Deposits and other assets........................ 728 4,025 1,974
-------- -------- --------
Total assets................................. $224,251 $193,644 $100,947
======== ======== ========
LIABILITIES AND INVESTMENTS
AND ADVANCES FROM SNYDER
Current liabilities:
Lines of credit................................ $ 633 $ 198 $ 22,875
Current maturities of long-term debt........... -- -- 137
Accrued payroll................................ 13,093 13,989 14,278
Accounts payable............................... 7,280 5,791 5,771
Accrued expenses............................... 39,297 40,613 29,225
Client advances................................ 7,240 1,965 --
Unearned revenue............................... 9,564 8,446 14,125
-------- -------- --------
Total current liabilities.................... 77,107 71,002 86,411
-------- -------- --------
Related party borrowings......................... -- -- 457
Long-term debt................................... 1,336 1,473 3,697
Other liabilities................................ 3 1,442 11
Commitments and contingencies
Investments and advances from Snyder............. 145,805 119,727 10,371
-------- -------- --------
Total liabilities and investments and
advances from Snyder........................ $224,251 $193,644 $100,947
======== ======== ========
</TABLE>

The accompanying notes are an integral part of this combined balance sheet.

F-3
<PAGE>

SNYDER HEALTHCARE SERVICES, INC.
(See Note 1)

COMBINED STATEMENT OF INCOME
(in thousands, except per share amounts)

<TABLE>
<CAPTION>
For the
Three Months Ended For the Years Ended
March 31, December 31,
-------------------- ----------------------------
1999 1998 1998 1997 1996
--------- --------- -------- -------- --------
(unaudited)
<S> <C> <C> <C> <C> <C>
Revenues................... $ 86,939 $ 67,356 $321,500 $208,967 $144,704
Operating expenses:
Cost of services......... 66,856 49,163 236,047 156,346 104,922
Selling, general and
administrative expenses. 10,346 8,415 43,029 32,787 25,960
Compensation to
stockholders............ -- 236 742 15,638 12,340
Recapitalization costs... -- -- -- 1,889 --
Acquisition and related
costs................... 1,576 11,356 26,922 8,042 --
--------- --------- -------- -------- --------
Income (loss) from
operations................ 8,161 (1,814) 14,760 (5,735) 1,482
Interest expense........... (41) (525) (2,315) (1,617) (691)
Investment income.......... 278 242 1,850 568 796
--------- --------- -------- -------- --------
Income (loss) from
operations before income
taxes..................... 8,398 (2,097) 14,295 (6,784) 1,587
Income tax provision....... (3,309) (1,955) (12,849) (1,934) (1,504)
--------- --------- -------- -------- --------
Net income (loss).......... $ 5,089 $ (4,052) $ 1,446 $ (8,718) $ 83
========= ========= ======== ======== ========
Pro forma net income (loss)
per share data
(unaudited):
Pro forma Historical net
income (loss) per share
(See Note 1)
Basic and diluted net
income (loss) per share. $ 0.13 $ (0.11) $ 0.04 $ (0.23) $ --
========= ========= ======== ======== ========
Pro forma adjusted net
income (loss) per share
(unaudited) (See Notes 1
and 3)
Basic and diluted net
income (loss) per share. $ 0.13 $ (0.11) $ 0.04 $ (0.28) $ (0.07)
========= ========= ======== ======== ========
Shares used in computing
net income (loss) per
share................... 37,790 37,790 37,790 37,790 37,790
========= ========= ======== ======== ========
</TABLE>

The accompanying notes are an integral part of this combined statement of
income.

F-4
<PAGE>

SNYDER HEALTHCARE SERVICES, INC.
(See Note 1)

COMBINED STATEMENT OF CASH FLOWS
(in thousands)

<TABLE>
<CAPTION>
For the
Three Months For the Years Ended
Ended March 31, December 31,
------------------ -------------------------
1999 1998 1998 1997 1996
-------- -------- ------- ------- -------
(unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income (loss).......... $ 5,089 $ (4,052) $ 1,446 $(8,718) $ 83
Adjustments to reconcile
net income (loss) to net
cash provided by (used
in) operating activities:
Depreciation and
amortization............ 1,766 980 5,359 2,169 1,151
Noncash charge from ac-
celerated vesting of ac-
quired subsidiary
options................. -- -- 2,173 -- --
Deferred taxes........... (55) 2,333 1,324 (3,914) (213)
(Gain) loss on disposal
of assets............... 139 8 151 371 (168)
Other noncash amounts.... -- 17 126 (934) (445)
Changes in assets and
liabilities:
Accounts receivable, net. (5,902) (6,259) (1,040) (7,043) (573)
Unbilled services........ (8,805) (662) (8,443) (3,074) (2,110)
Deposits and other
assets.................. 3,298 813 (3,533) (1,066) 238
Other current assets..... (483) 298 (813) 1,314 1,314
Accrued payroll, accounts
payable and accrued
expenses................ (4,997) 5,547 8,599 16,385 4,896
Client advances.......... 3,307 -- 1,965 -- --
Unearned revenue......... 1,077 (1,962) (8,535) 2,586 (3,255)
-------- -------- ------- ------- -------
Net cash provided by
(used in) operating
activities............ (5,566) (2,939) (1,221) (1,924) 918
-------- -------- ------- ------- -------
Cash flows from investing
activities:
Cash on hand at acquired
businesses................ 2,917 6,083 6,083 452 --
Purchase of subsidiaries... (1,135) (4,971) (10,386) -- --
Purchase of property and
equipment................. (2,072) (1,260) (4,916) (2,127) (915)
Proceeds from sale of
equipment................. -- -- 780 184 246
Net sales (purchases) of
marketable securities..... -- 236 1,262 2,274 (159)
Purchase of license
agreements................ (23) (503) (13) (4,359) (871)
-------- -------- ------- ------- -------
Net cash used in
investing activities.. (313) (415) (7,190) (3,576) (1,699)
-------- -------- ------- ------- -------
Cash flows from financing
activities:
Net proceeds (repayment)
of long-term debt......... (1,570) (2,167) (4,210) (1,838) (1,038)
Debt issuance costs........ -- -- -- -- (25)
Proceeds from mandatorily
redeemable preferred
stock..................... -- -- -- -- 2,147
Redemption of mandatorily
redeemable preferred
stock..................... -- -- -- (2,147) --
Net borrowings
(repayments) on lines of
credit.................... 435 (1,575) (22,707) 20,603 (1,842)
Loans provided by related
parties................... -- -- -- 10,000 --
Payment of related party
loans..................... -- -- -- (10,000) --
Investments and advances
from Snyder............... 5,754 5,780 42,753 (167) (7,998)
-------- -------- ------- ------- -------
Net cash provided by
(used in) financing
activities............ 4,619 2,038 15,836 16,451 (8,756)
-------- -------- ------- ------- -------
Effect of exchange rate
changes.................... (116) (349) 199 (177) 76
Net increase (decrease)in
cash and equivalents....... (1,376) (1,665) 7,624 10,774 (9,461)
Cash and equivalents,
beginning of period........ 25,664 18,040 18,040 7,266 16,727
-------- -------- ------- ------- -------
Cash and equivalents, end of
period..................... $ 24,288 $ 16,375 $25,664 $18,040 $ 7,266
======== ======== ======= ======= =======
Disclosure of supplemental
cash flow information:
Cash paid for interest..... $ 156 $ 368 $ 1,526 $ 899 $ 480
Cash paid for income
taxes..................... 1,171 355 2,542 1,550 244
Disclosure of noncash activ-
ities:
Businesses acquired with
Snyder stock.............. $ 16,459 $ 51,358 $64,546 $13,320 $ --
</TABLE>

The accompanying notes are an integral part of this combined statement of cash
flows.

F-5
<PAGE>

SNYDER HEALTHCARE SERVICES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

(Information as of March 31, 1999 and for the three months ended March 31, 1999
and March 31, 1998 is unaudited)

1. Organization, Basis of Presentation and Business:

Organization

Snyder Communications, Inc. ("Snyder"), a Delaware corporation, was
incorporated on June 25, 1996, to continue the business operations of
Collegiate Marketing and Communications, L.P. Snyder completed an initial
public offering of its common stock on September 24, 1996.

Snyder provides direct marketing and communications services and Internet
professional services to its clients.

On June 22, 1999, the Board of Directors of Snyder approved a plan to effect
the distribution (the "Distribution") of Snyder's healthcare marketing services
business to existing stockholders. Snyder intends to consummate the
Distribution in the third quarter of 1999 through a special dividend of one
share of common stock of a newly formed subsidiary, Snyder Healthcare Services,
Inc. (as defined below, the "Company"), for every two shares of existing common
stock of Snyder.

Basis of Presentation

Subsequent to the Distribution, operations of Snyder Healthcare Services,
Inc. will consist principally of the healthcare sales, healthcare market
research and strategic planning, and healthcare educational communications
services formerly conducted by the healthcare marketing services operating
group of Snyder.

The combined financial statements present the financial position, results of
operations and cash flows of the Company as if it were formed as a separate
entity of Snyder for all periods presented. Snyder's historical basis in the
assets and liabilities of the Company have been carried over to the combined
financial statements. All expenses reflected in the combined financial
statements are costs specifically identified to the Company. It is not
practicable to estimate costs that would have been incurred by the Company if
it had been operated on a stand-alone basis.

Throughout 1998 and 1997, acquisitions were completed by the healthcare
services operating group of Snyder that were accounted for as poolings of
interests for financial reporting purposes. During 1999, 1998 and 1997, several
additional acquisitions were made that have been accounted for as purchase
business combinations. The companies with which Snyder has entered into mergers
accounted for as poolings of interests for financial reporting purposes will be
collectively referred to as the "Pooled Entities," and their mergers will be
referred to herein as the "Acquisitions." The accompanying combined financial
statements have been retroactively restated to reflect the combined financial
position and combined results of operations and cash flows of the Company and
the Pooled Entities, after elimination of all significant intercompany
transactions, for all periods presented, giving effect to the Acquisitions as
if they had occurred at the beginning of the earliest period presented.

Changes in the investments and advances from Snyder represent the net income
(loss) of the Company, the comprehensive income (loss) of the Company, the net
change in cash transferred between the Company and Snyder (or previous owners
with respect to the Pooled Entities prior to their merger with Snyder) and the
effect of businesses acquired by Snyder in purchase transactions and
contributed to Snyder Healthcare Services, Inc.

F-6
<PAGE>

SNYDER HEALTHCARE SERVICES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

An analysis of the investments and advances from Snyder for each of the three
years ended December 31, 1998 and the three months ended March 31, 1999, is as
follows (in thousands):

<TABLE>
<S> <C>
Balance, December 31, 1995......................................... $ 13,591
Net income....................................................... 83
Comprehensive income............................................. 108
Cash transfers to Snyder, net.................................... (9,085)
--------
Balance, December 31, 1996......................................... 4,697
--------
Net loss......................................................... (8,718)
Comprehensive income............................................. 152
Noncash transfers from Snyder.................................... 13,320
Cash transfers from Snyder, net.................................. 920
--------
Balance, December 31, 1997......................................... 10,371
--------
Net income....................................................... 1,446
Comprehensive income............................................. 611
Noncash transfers from Snyder.................................... 64,546
Cash transfers from Snyder, net.................................. 42,753
--------
Balance, December 31, 1998......................................... 119,727
--------
Net income (unaudited)........................................... 5,089
Comprehensive loss (unaudited)................................... (1,224)
Noncash transfers from Snyder (unaudited)........................ 16,459
Cash transfers from Snyder, net (unaudited)...................... 5,754
--------
Balance, March 31, 1999 (unaudited)................................ $145,805
========
</TABLE>

Business

The Company provides integrated marketing services for its clients, primarily
pharmaceutical companies. The Company's operations are conducted throughout the
United States ("U.S."), the United Kingdom ("U.K."), France, Germany, Hungary
and the Netherlands.

SHS's services are designed to establish and monitor strategic marketing
plans, to provide face-to-face interaction with physicians and to conduct
educational research and communication services. Snyder created the business
conducted by SHS in January 1997 in a merger transaction with a U.S. provider
of pharmaceutical sales and marketing services. During 1998 and 1997, Snyder
issued 6,475,105 and 4,035,184 shares, respectively, in pooling of interests
transactions with companies in the healthcare marketing services industry. Of
the total shares issued in pooling of interests transactions, 1,318,798 were to
Health Products Research, 6,008,210 were to companies in SHS's Contract Sales
Group, and 3,183,281 were to companies in SHS's Healthcare Communications
Group. The Contract Sales Group includes MMD, Inc., PharmFlex, Inc., Rapid
Deployment Group Limited, Publimed Promotions S.A. and MKM Marketinginstitut
GmbH. The Healthcare Communications Group includes GEM Communications, Inc. and
Clinical Communications Group, Inc. We further expanded the size and geographic
presence of our Contract Sales Group with the purchase of Halliday Jone Sales
Ltd. which was valued at $19.4 million in August 1997 and with the purchases of
Healthcare Promotions, LLC and CLI Pharma S.A. with a combined value of $54.4
million in the first quarter of 1998. We also increased the scope of services
offered by the Healthcare Communications Group with the purchase of PromoTech
Research Associates, Inc. which was valued at $18.0 million in March 1999.

Health Products Research designs and monitors product launches and sales
strategies with our proprietary programs to maximize asset utilization and
return on investment for pharmaceutical and other life sciences companies. The
Healthcare Communications Group provides educational programs to physicians and
other healthcare professionals. The Contract Sales Group implements and
executes outsourced sales programs for pharmaceutical and other life sciences
products. Most of SHS's largest clients utilize the services of more than one
of our operating groups.

F-7
<PAGE>

SNYDER HEALTHCARE SERVICES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

The following details revenues and net income (loss) for each of the years
ended December 31, 1998, 1997 and 1996 as well as the three months ended March
31, 1999 and March 31, 1998 of the Company and the Pooled Entities through the
dates of their respective Acquisitions:

<TABLE>
<CAPTION>
For the Three
Months Ended For the Years Ended
March 31, December 31,
--------------- ----------------------------
1999 1998 1998 1997 1996
------- ------- -------- -------- --------
(in thousands)
(unaudited)
<S> <C> <C> <C> <C> <C>
Revenues:
The Company..................... $86,939 $44,191 $270,323 $ 60,124 $ --
Pooled Entities................. -- 23,165 51,177 148,843 144,704
------- ------- -------- -------- --------
$86,939 $67,356 $321,500 $208,967 $144,704
======= ======= ======== ======== ========
Net Income (loss):
The Company..................... $ 5,089 $(1,469) $ 5,933 $ 1,987 $ --
Pooled Entities................. -- (2,583) (4,487) (10,705) 83
------- ------- -------- -------- --------
$ 5,089 $(4,052) $ 1,446 $ (8,718) $ 83
======= ======= ======== ======== ========
</TABLE>

Unaudited Pro Forma Information

During the three months ended March 31, 1999, the combined Company recorded
$1.6 million of nonrecurring costs, consisting of acquisition and related
costs. Combined net income adjusted to exclude nonrecurring acquisition and
related costs was $6.3 million for the three months ended March 31, 1999.

During the three months ended March 31, 1998, the combined Company recorded
$11.4 million of nonrecurring acquisition and related costs. The Pooled
Entities recorded $0.2 million of nonrecurring compensation to stockholders
(see Note 10). Combined net income adjusted to exclude nonrecurring acquisition
and related costs and compensation to stockholders was $5.6 million for the
three months ended March 31, 1998.

During the year ended December 31, 1998, the combined Company recorded $27.0
million of nonrecurring acquisition and related costs. The Pooled Entities
recorded $0.7 million of nonrecurring compensation to stockholders. Combined
net income adjusted to exclude nonrecurring acquisition and related costs and
compensation to stockholders was $24.7 million for the year ended December 31,
1998.

During the year ended December 31, 1997, the combined Company recorded $8.0
million of nonrecurring acquisition and related costs. The Pooled Entities
recorded $17.6 million in nonrecurring compensation to stockholders and
nonrecurring recapitalization costs. Combined net income adjusted to exclude
nonrecurring acquisition and related costs, recapitalization costs, and
compensation to stockholders was $9.6 million for the year ended December 31,
1997.

F-8
<PAGE>

SNYDER HEALTHCARE SERVICES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

During the year ended December 31, 1996, the Pooled Entities recorded $12.3
million in nonrecurring compensation to stockholders. Combined net income
adjusted to exclude compensation to stockholders was $7.4 million for the year
ended December 31, 1996.

During 1998, the Company completed purchase business combinations, including
CLI Pharma (March 25, 1998) and HCP (February 13, 1998), for total
consideration paid of approximately $64.0 million (1,211,029 shares of Snyder
common stock and $4.3 million in net cash). Based upon an allocation of
purchase consideration, these purchase business combinations have resulted in
additional goodwill of approximately $55.7 million. During 1997, the Company
completed the acquisition of HJ, and the total consideration paid, including
the repayment of assumed debt, was $19.4 million and consisted of 425,478
shares of Snyder common stock and $7.4 million in cash. The following table
presents pro forma financial information as if the 1998 purchases of HCP and
CLI Pharma and 1997 purchase of HJ had been consummated at the beginning of
each of the periods presented and all of the Company's operations had been
taxed as a C corporation.

<TABLE>
<CAPTION>
For the Three For the Years
Months Ended Ended December
March 31, 31,
--------------- -----------------
1999 1998 1998 1997
------- ------- -------- --------
(unaudited)
(in thousands, except per share
data)
<S> <C> <C> <C> <C>
Pro forma revenues...................... $86,939 $77,861 $332,005 $269,110
Pro forma net income (loss)............. 5,089 (3,806) 1,692 (8,463)
Pro forma basic and diluted net income
(loss) per share....................... 0.13 (0.10) 0.04 (0.22)
</TABLE>

The pro forma net income for the three months ended March 31, 1999 includes
$1.6 million of nonrecurring acquisition and related costs. Pro forma net
income, adjusted to exclude nonrecurring acquisition and related costs was $6.3
million.

The pro forma net loss for the three months ended March 31, 1998 includes
$11.6 million of nonrecurring acquisition and related costs and compensation to
stockholders. Pro forma net income, adjusted to exclude nonrecurring
acquisition and related costs and compensation to stockholders was $5.9
million.

The pro forma net income for the year ended December 31, 1998 includes $27.7
million of nonrecurring acquisition and related costs and compensation to
stockholders. Pro forma net income, adjusted to exclude nonrecurring
acquisition and related costs and compensation to stockholders was $24.9
million.

The pro forma net loss for the year ended December 31, 1997, includes $25.6
million of nonrecurring acquisition and related costs, recapitalization costs
and compensation to stockholders. Pro forma net income adjusted to exclude
nonrecurring acquisition and related costs, recapitalization costs and
compensation to stockholders was $11.9 million.

The Company's other purchase business combinations are immaterial to the
combined financial statements.

Unaudited Pro Forma Net Income (Loss) Per Share

The Company has applied Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS No. 128") to all periods presented in these
financial statements. SFAS No. 128 requires disclosure of basic and diluted
EPS. Basic EPS is computed by dividing reported earnings available to common
stockholders by the weighted average number of shares outstanding without
consideration of common stock equivalents or other potentially dilutive
securities. Diluted EPS gives effect to common stock equivalents and other
potentially

F-9
<PAGE>

SNYDER HEALTHCARE SERVICES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

dilutive securities outstanding during the period. For all periods presented
EPS has been computed using the shares that will be issued upon the
Distribution based on the number of outstanding Snyder common shares on June
22, 1999. Basic and diluted EPS are the same for all years presented as there
will be no Healthcare options granted until the date of the Distribution.

Unaudited Interim Financial Statements

The accompanying unaudited combined balance sheet as of March 31, 1999 and
the combined statements of income and cash flows for the three months ended
March 31, 1999 and March 31, 1998 have been prepared by the Company without
audit. Certain information and footnote disclosures normally included in
financial statements presented in accordance with generally accepted accounting
principles have been omitted. The Company believes the disclosures made are
adequate to make the information presented not misleading. In the opinion of
the Company, the accompanying unaudited combined financial statements reflect
all adjustments, including only normal recurring adjustments, necessary to
present fairly the financial position of the Company at March 31, 1999 and the
results of operations and cash flows for the three months ended March 31, 1999
and March 31, 1998.

Business Considerations

There are important risks associated with the Company's business and
financial results. These risks include (i) the Company's reliance on two
significant clients; (ii) the Company's ability to sustain and manage future
growth; (iii) the Company's ability to manage and successfully integrate the
businesses it has acquired and may acquire in the future; (iv) the Company's
ability to successfully manage its international operations; (v) the potential
adverse effects of fluctuations in foreign exchange rates; (vi) the Company's
dependence on industry trends toward outsourcing of marketing services in the
pharmaceutical industry; (vii) the risks associated with the Company's reliance
on technology and the risk of business interruption resulting from a temporary
or permanent loss of such technology; (viii) government regulation of the
pharmaceutical industry; (ix) the Company's ability to recruit and retain
qualified personnel; and (x) lack of operating history as an independent
company.

2. Significant Clients:

The Company had two clients that represented 13.8% and 10.4% for the year
ended 1998, 12.0% and 12.7% for the year ended 1997, and 14.0% and 11.1% for
the year ended 1996 of the Company's total revenue.

3. Summary of Significant Accounting Policies:

Cash and Equivalents

Cash and equivalents are comprised principally of amounts in operating
accounts, money market investments and other short-term instruments, stated at
cost, which approximates market value, with original maturities of three months
or less.

Marketable Securities

The Company's securities classified as "available-for-sale" are reported at
market value. Unrealized gains and losses from securities "available-for-sale"
are reported as comprehensive income (loss) and included as a component of
investments and advances from Snyder.

Property and Equipment

Property and equipment is stated at cost. The Company depreciates furniture,
fixtures and office equipment on a straight-line basis over three to ten years;
computer equipment over two to four years and buildings over

F-10
<PAGE>

SNYDER HEALTHCARE SERVICES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

forty years. Leasehold improvements are amortized on a straight-line basis over
the shorter of the term of the lease or the estimated useful lives of the
improvements.

When assets are retired or sold, the cost and related accumulated
depreciation and amortization are removed from the accounts, and any gain or
loss is reflected in income.

Revenue Recognition

On pharmaceutical detailing contracts, the Company recognizes revenue and
associated costs when services have been performed by account executives. For
strategic consulting services and educational marketing programs, the Company
recognizes revenues and associated costs as services are performed on behalf of
clients. Unbilled services represent revenues earned on contracts but billed in
a subsequent accounting period. Unearned revenue represents billings or client
payments made in advance of services performed. Client advances represent
amounts received to be disbursed to third parties for payment on behalf of
clients.

Goodwill and Other Intangible Assets

Goodwill equal to the fair value of consideration paid in excess of the fair
value of net assets purchased has been recorded in conjunction with several of
the Company's purchase business combinations and is being amortized on a
straight-line basis over periods of fifteen to thirty years.

The costs of licenses to market pharmaceutical products and contractual
covenants are amortized on a straight-line basis over the term of the related
agreements, which are ten to fifteen years and four years, respectively.

When conditions or events occur that management believes might indicate that
the goodwill or any other intangible asset is impaired, an analysis of
estimated future undiscounted cash flows is undertaken to determine if any
write down in the carrying value of the asset is required.

Income Taxes

Prior to their merger with Snyder, certain of the U.S.-based Pooled Entities
were treated as S corporations or limited liability companies for income tax
purposes. Accordingly, no provision for federal or state income taxes, except
in certain states that do not recognize S corporations or limited liability
companies, has been made for these entities through the date of their mergers
with the Company in the accompanying combined financial statements.

The Company's subsidiaries with operations in the U.K., France and Germany
pay taxes in their respective countries, on a corporate level similar to a C
corporation in the U.S.

Pro Forma Adjusted Income (Loss) Data (Unaudited)

The following unaudited pro forma adjusted net income (loss) amounts include
a provision for federal and state income taxes as if the Company had been a
taxable C corporation for all periods presented. The pro forma income tax rate
on the Company's recurring operations reflects the combined federal, state and
foreign income taxes of approximately 41.0%, 48.8% and 46.9%, for the years
ended December 31, 1998, 1997 and 1996, respectively. The pro forma income tax
rates in the table below differ from the pro forma income tax rates on the
Company's recurring operations due to the nondeductibility of certain of the
acquisition and related costs. The Company's December 31, 1996 and 1998 tax
provisions exceed its statutory rate due to the recognition of
certain acquisition and related costs, which are not deductible for income tax
purposes, and the pass through of S corporation losses directly to owners.

F-11
<PAGE>

SNYDER HEALTHCARE SERVICES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

The table below presents this pro forma calculation of net income (loss):

<TABLE>
<CAPTION>
For the Three
Months For the Years
Ended March 31, Ended December 31,
---------------- ---------------------------
1999 1998 1998 1997 1996
------- ------- -------- -------- -------
(in thousands)
<S> <C> <C> <C> <C> <C>
Pro forma adjusted net income
(loss) data (unaudited):
Historical income (loss) from
continuing operations before
income taxes................ $ 8,398 $(2,097) $ 14,295 $ (6,784) $ 1,587
Pro forma provision for in-
come taxes.................. (3,309) (1,955) (12,849) (3,916) (4,316)
------- ------- -------- -------- -------
Pro forma adjusted net income
(loss)...................... $ 5,089 $(4,052) $ 1,446 $(10,700) $(2,729)
======= ======= ======== ======== =======
</TABLE>

Foreign Currency Translations

Assets and liabilities of the Company's international operations are
translated using the exchange rate in effect at the balance sheet date. Revenue
and expense accounts for these subsidiaries are translated using the average
exchange rate during the period. Foreign currency translation adjustments are
reported as comprehensive income (loss) and included as a component of
investments and advances from Snyder.

Estimates and Assumptions

The preparation of combined financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,"
requires disclosure of the fair value of certain financial instruments. For
purposes of this disclosure, the fair value of a financial instrument is the
amount at which the instrument could be exchanged in a current transaction
between willing parties. Cash and equivalents, accounts receivable, unbilled
services and accounts payable approximate fair value because of the relatively
short maturity of these instruments.

Concentration of Credit Risk

Concentration of credit risk is limited to cash and equivalents, marketable
securities, accounts receivable and unbilled services. The Company places its
investments in highly rated financial institutions, U.S. Treasury bills,
investment grade short-term debt instruments and state and local
municipalities, while limiting the amount of credit exposure to any one entity.
The Company's receivables are concentrated with customers in the pharmaceutical
industry. The Company does not require collateral or other security to support
clients' receivables.

New Accounting Pronouncements

During 1998, the Company adopted Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income" ("SFAS No. 130"). Included within
accumulated other comprehensive income are

F-12
<PAGE>

SNYDER HEALTHCARE SERVICES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

the cumulative amounts for foreign currency translation adjustments and
unrealized gains and losses on marketable securities. The cumulative foreign
currency translation adjustment was $(0.3) million, $0.9 million and
$0.2 million as of March 31, 1999, December 31, 1998 and 1997, respectively.
There was no cumulative unrealized gain on marketable securities as of March
31, 1999 and December 31, 1998. The cumulative unrealized gain on marketable
securities was $53,000 as of December 31, 1997.

During 1998, the Company adopted Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related Information."
The Company's management considers its business to be a single reportable
segment--the providing of integrated marketing and sales services to
pharmaceutical and life sciences companies. The Company's foreign operations
are disclosed in Note 15.

Accounting for Stock Options

Following the Distribution, the Company will account for its stock-based
compensation plan using the intrinsic value based method in accordance with the
provisions of APB Opinion No. 25, "Accounting for Stock Issued to Employees."
Pro forma disclosure will be made of net income and earnings per share,
calculated as if the Company accounted for its stock-based compensation plan
using the fair value based method in accordance with the provisions of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation" ("SFAS No. 123").

4. Marketable Securities:

The unrealized gains and losses and market values of the Company's available-
for-sale securities as of December 31, 1997, are summarized as follows (in
thousands).

<TABLE>
<CAPTION>
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- ------
<S> <C> <C> <C> <C>
December 31, 1997
Available for sale:
Equity securities................. $ 832 $ 54 $-- $ 886
Municipal tax-exempt bonds........ 223 -- (1) 222
------ ---- ---- ------
$1,055 $ 54 $ (1) $1,108
====== ==== ==== ======
</TABLE>

The Company did not have any marketable securities outstanding as of December
31, 1998.

5. Property and Equipment:

Property and equipment consist of the following:

<TABLE>
<CAPTION>
As of December
31,
---------------
1998 1997
------- ------
(in thousands)
<S> <C> <C>
Buildings and leasehold improvements........................ $ 5,178 $1,250
Computers and equipment..................................... 8,465 5,727
Furniture and fixtures...................................... 1,331 1,261
------- ------
14,974 8,238
Accumulated depreciation.................................... (4,946) (3,358)
------- ------
$10,028 $4,880
======= ======
</TABLE>

Depreciation expense totaled $2.2 million, $1.0 million, and $0.3 million in
1998, 1997 and 1996, respectively.

F-13
<PAGE>

SNYDER HEALTHCARE SERVICES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

6. Goodwill and Other Intangible Assets:

Goodwill and other intangible assets consist of the following:

<TABLE>
<CAPTION>
As of December
31,
----------------
1998 1997
------- -------
(in thousands)
<S> <C> <C>
Goodwill................................................... $80,436 $21,612
License agreements......................................... 6,159 5,669
Contractual covenant and marketing rights.................. 1,112 1,112
------- -------
87,707 28,393
Accumulated amortization................................... (6,979) (2,110)
------- -------
$80,728 $26,283
======= =======
</TABLE>

Amortization expense of goodwill and other intangible assets totaled $3.2
million, $1.2 million and $0.9 million in 1998, 1997 and 1996, respectively.

7. Debt:

Long-Term Borrowings

Long-term borrowings consist of the following:

<TABLE>
<CAPTION>
As of
December 31,
-------------
1998 1997
------ ------
(in
thousands)
<S> <C> <C>
German bank debt, 6.3% weighted average interest rate, due
April 2004,
partially secured by building in Germany.................... $1,388 $ --
French bank debt, 8.02% weighted average rate, due August
2002........................................................ 85 3,697
Other........................................................ -- 137
------ ------
1,473 3,834
Current maturities of long-term borrowings................... -- (137)
------ ------
$1,473 $3,697
====== ======
</TABLE>

The foreign term debt requires certain subsidiaries to meet restrictive
covenants concerning net worth and debt service coverage and are secured by the
assets of those subsidiaries.

In addition to the debt listed above, approximately $0.6 million in debt with
a weighted average interest rate of 8.6%, primarily classified as current as of
December 31, 1996, was paid in full during 1997.

Future minimum payments as of December 31, 1998, on long-term borrowings, are
as follows (in thousands):

<TABLE>
<S> <C>
1999.................................................................. $ --
2000.................................................................. 332
2001.................................................................. 293
2002.................................................................. 292
2003.................................................................. 278
Thereafter............................................................ 278
------
Total............................................................... $1,473
======
</TABLE>

F-14
<PAGE>

SNYDER HEALTHCARE SERVICES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

Related Party Borrowings

Related party borrowings as of December 31, 1997, consist of a $457,000
promissory note payable to a founder of one of the acquired subsidiaries.
Interest on the note accrued at 6.0%. The note was repaid in full on September
30, 1998, together with accrued interest of $14,000.

In accordance with the provisions of its formation agreement and prior to its
merger with Snyder, a subsidiary issued promissory notes to its founder and an
investor in the principal amounts of $6.7 million and $10.0 million,
respectively. The notes were unsecured, with interest at the prime rate plus
2.0%, and were payable no later than August 1, 1998. The notes were repaid in
full on November 25, 1997, together with accrued interest of $0.5 million.

Lines of Credit

Lines of credit consist of the following:
<TABLE>
<CAPTION>
As of
December 31,
------------
1998 1997
---- -------
(in
thousands)
<S> <C> <C>
French bank line of credit, 8.02% weighted average stated
interest rate,
$4.1 million aggregate borrowing limit........................ $198 $ 2,609
Secured revolving loan of acquired U.S. subsidiary, 7.5%, due
December 31, 2003, reflected as current liability as
subsidiary was not in compliance with certain financial
covenants, terminated by the Company in 1998.................. -- 20,000
U.S. bank line of credit, 8.6% weighted average interest rate.. -- 266
---- -------
$198 $22,875
==== =======
</TABLE>

The Company maintains various lines of credit with banking and financial
institutions, requiring certain subsidiaries to meet restrictive covenants
concerning net worth and debt service coverage and are secured by the assets of
those subsidiaries. In aggregate, the Company had lines of credit available for
$5.8 million with interest rates ranging from 7.75% to 8.75% at December 31,
1998.

8.Income Taxes:

The Company's income tax provision includes the following components:

<TABLE>
<CAPTION>
For the Years
Ended December 31,
------------------------
1998 1997 1996
------- ------- ------
(in thousands)
<S> <C> <C> <C>
Current:
U.S.--Federal.................................... $ 5,826 $ 2,228 $ 365
U.S.--State and city............................. 1,672 1,207 85
Foreign.......................................... 4,622 3,078 1,297
------- ------- ------
$12,120 $ 6,513 $1,747
------- ------- ------
Deferred:
U.S.--Federal.................................... $ 807 $(3,984) $ --
U.S.--State and city............................. 260 (766) --
Foreign.......................................... (338) 171 (243)
------- ------- ------
729 (4,579) (243)
------- ------- ------
Income tax provision............................. $12,849 $ 1,934 $1,504
======= ======= ======
</TABLE>

F-15
<PAGE>

SNYDER HEALTHCARE SERVICES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

The provision for taxes on income differs from the amount computed by
applying the U.S. federal income tax rate as a result of the following:

<TABLE>
<CAPTION>
For the Years
Ended December
31,
-----------------------
1998 1997 1996
---- ----- ----
<S> <C> <C> <C>
Taxes at statutory U.S.
federal income tax
rate.......................................... 35.0% 35.0 % 35.0%
Losses passed through to
owners........................................ 0.0 40.9 15.1
State and city income
taxes, net of federal
tax benefit................................... 9.4 (9.4) 10.7
Tax effect of acquired
subsidiary
reorganization................................ 0.0 (4.4) 0.0
Foreign tax rate
differential.................................. 2.1 (5.5) 0.9
Goodwill amortization.......................... 3.7 (2.0) 0.0
Acquisition costs and
other permanent
differences................................... 39.7 (83.1) 33.1
---- ----- ----
Effective tax rate............................. 89.9% (28.5)% 94.8%
==== ===== ====
</TABLE>

Deferred income taxes are recorded based upon differences between the
financial statement and tax bases of assets and liabilities. As of December 31,
1998 and 1997, temporary differences that give rise to the deferred tax assets
and liabilities consist of the following (in thousands):

<TABLE>
<CAPTION>
As of
December 31,
--------------
1998 1997
------ ------
<S> <C> <C>
Reserve for doubtful accounts................................ $ 724 $1,411
Accrued expenses............................................. 2,498 2,141
Deferred compensation........................................ 128 134
Tax losses of subsidiaries................................... 3,955 4,569
Other........................................................ 337 59
------ ------
Gross deferred tax assets.................................... 7,642 8,314
------ ------
Property and equipment....................................... (180) --
Deferred revenues............................................ (2,868) (2,858)
Other........................................................ (497) (35)
------ ------
Gross deferred tax liabilities............................... (3,545) (2,893)
------ ------
Valuation allowance.......................................... -- --
------ ------
Net deferred tax asset....................................... $4,097 $5,421
====== ======
</TABLE>

Several of the Company's subsidiaries have operating loss tax carryforwards
that can be realized only if these subsidiaries generate taxable operating
income. Management continually assesses whether the Company's deferred tax
asset is realizable and believes that the deferred tax asset is realizable at
December 31, 1998.

At December 31, 1998, cumulative combined undistributed deficit of the
Company's foreign subsidiaries was approximately $0.9 million. However,
undistributed earnings exist at several of the Company's foreign subsidiaries.
No provision for U.S. income taxes or foreign withholding taxes has been made
since the Company considers the undistributed earnings to be permanently
invested in the foreign countries. Determination of the amount of unrecognized
deferred tax liability, if any, for the cumulative undistributed earnings of
the foreign subsidiaries is not practicable since it would depend upon a number
of factors which cannot be known until such time as a decision to repatriate
the earnings is made.

9. Acquisition and Related Costs:

The Company recorded $26.9 million in nonrecurring acquisition and related
costs during 1998. These costs consist of investment banking fees, expenses
associated with the accelerated vesting of options held by

F-16
<PAGE>

SNYDER HEALTHCARE SERVICES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

employees of certain of the Company's acquirees, other professional service
fees, transfer taxes and other contractual payments. In addition, this amount
includes a charge of approximately $10.7 million for costs necessary to
consolidate and integrate certain of the Company's acquired operations in the
U.S., the U.K. and France. The Company is integrating acquired subsidiaries
that provide similar services within the same geographic regions.
Approximately nine locations will be combined into four, and the efforts will
not have a significant impact on the Company's workforce. The Company expects
these integration activities to be substantially complete by the third quarter
of 1999. The charge consists of approximately $4.1 million to consolidate and
terminate lease obligations, $5.3 million of severance and other costs
associated with the termination of 142 employees, and $1.3 million of fees
incurred for consulting services and other costs related to these integration
activities. The employees who were terminated are primarily redundant
operations and administrative personnel, as well as one underutilized sales
team in the United Kingdom. As of December 31, 1998, 58 employees had
terminated employment with the Company and $2.7 million had been charged
against the total liability, including $1.5 million in severance and related
payments.

The Company recorded $8.0 million in nonrecurring acquisition and related
costs during 1997. These costs consist primarily of investment banking fees,
professional service fees, travel expenses and other contractual payments.

During the three months ended March 31, 1999, the Company recorded $1.6
million in nonrecurring acquisition and related costs. This amount is for
additional costs necessary to consolidate and integrate certain of the
Company's acquired operations in the U.S. and U.K. under the Company's plan
initiated in 1998. The charge recorded in the first quarter of 1999 consists
of $1.3 million in severance and related costs associated with the termination
of 23 employees, and $0.3 million in consulting services and other costs
related to these integration activities. As of March 31, 1999, 128 employees
had terminated employment with the Company and $5.7 million had been charged
against the total liability of $12.2 million.

During the three months ended March 31, 1998, the Company recorded $11.4
million in nonrecurring acquisition and related costs. These costs are
primarily related to the consummation of pooling of interests transactions in
the first quarter of 1998 and consist of investment banking fees, other
professional service fees and other contractual payments. In addition, this
amount includes a charge of approximately $4.4 million for costs necessary to
consolidate and integrate certain of the Company's acquired operations in the
U.S. and the U.K.

10. Compensation to Stockholders:

Prior to their merger with Snyder, certain stockholders of the acquired
companies received annual compensation in their roles as managers in excess of
amounts that they will receive pursuant to employment agreements they have
entered into with the Company. The amount by which the historical compensation
paid to these managers exceeds that provided in their employment contracts has
been classified as compensation to stockholders in the accompanying combined
statement of income.

11. Stock Incentive Plans:

At the time of the Distribution, the Company expects to adopt a stock
incentive plan to provide for share-based incentive compensation for key
management, consultants and directors. Both vested and unvested Snyder
employee stock options held by employees of Snyder Healthcare Services, Inc.
will be cancelled and replaced with stock options to purchase shares of common
stock of Snyder Healthcare Services, Inc. Vested and unvested Snyder employee
stock options held by employees of Snyder will be retained by employees of
Snyder and their exercise prices will be adjusted. The aggregate intrinsic
value of the options outstanding will not be increased, and the ratio of the
exercise price per option to the market value per share will not change.

F-17
<PAGE>

SNYDER HEALTHCARE SERVICES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

On the date of the Distribution, the Company will issue shares of restricted
stock of Snyder Healthcare Services, Inc. to certain officers and directors of
the Company. The Company will recognize approximately $5.0 million of
compensation expense associated with these grants. Of the total compensation
expense approximately $1.5 million will be recorded at the time of the
Distribution for the portion of the shares which are immediately vested. The
balance will be recorded ratably over the four year vesting period.

12. Pension and Profit-Sharing Plans:

Snyder and certain of its subsidiaries maintain defined contribution benefit
plans. Pension and profit sharing costs of the Company related to these plans
amounted to approximately $0.8 million, $0.2 million and $0.2 million for 1998,
1997 and 1996, respectively.

13. Leases:

The Company leases certain facilities, office equipment and other assets. The
following is a schedule of future minimum lease payments for these operating
leases at December 31, 1998 (in thousands):

<TABLE>
<S> <C>
Years Ending December 31,
1999................................................................. $4,695
2000................................................................. 2,668
2001................................................................. 1,059
2002................................................................. 600
2003................................................................. 600
------
Total minimum lease payments......................................... $9,622
======
</TABLE>

Rental expense for all operating leases was approximately $8.2 million, $8.0
million and $6.7 million for the years ended December 31, 1998, 1997 and 1996,
respectively.

14. Commitments and Contingencies:

The Company has entered into employment agreements with certain key
executives and consulting agreements with certain former executives that call
for guaranteed minimum salaries and bonuses for varying terms.

The Company is subject to lawsuits, investigations and claims arising out of
the conduct of its business, including those related to commercial
transactions, contracts, government regulation and employment matters. Certain
claims, suits and complaints have been filed or are pending against the
Company. In the opinion of management and based on the advice of legal counsel,
all matters are without merit or are of such kind, or involve such amounts, as
would not have a material effect on the financial position or results of
operations of the Company if disposed of unfavorably.

15. Geographical Data:

The Company has operations in the United States, as well as the more mature
markets of Western Europe, which include the United Kingdom, France and
Germany.

<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Revenues:
United States................................... $175,840 $118,293 $ 82,374
Western Europe.................................. 145,660 90,674 62,330
-------- -------- --------
Total......................................... $321,500 $208,967 $144,704
======== ======== ========
</TABLE>

F-18
<PAGE>

SNYDER HEALTHCARE SERVICES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

16. Selected Quarterly Financial Data (unaudited, in thousands):

The following table summarizes financial data by quarter for the Company for
1998 and 1997.

<TABLE>
<CAPTION>
1998 Quarter Ended
---------------------------------------------------
March 31 June 30 September 30 December 31 Total
-------- ------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C>
Revenues................ $67,356 $83,957 $ 80,232 $89,955 $321,500
Gross profit............ 18,193 23,443 20,091 23,726 85,453
Net income (loss)....... (4,052) 6,670 (3,771) 2,599 1,446
Pro forma historical net
income (loss) per share
(diluted).............. (0.11) 0.18 (0.10) 0.07 0.04
Pro forma net income
(loss)................. (4,052) 6,670 (3,771) 2,599 1,446
Pro forma adjusted net
income (loss) per share
(diluted).............. (0.11) 0.18 (0.10) 0.07 0.04
Pro forma adjusted net
income, excluding
nonrecurring
acquisition and related
costs and compensation
to stockholders........ 5,642 6,842 4,915 7,340 24,739
Pro forma adjusted net
income, excluding
nonrecurring
acquisition and related
costs and compensation
to stockholders per
share (diluted)........ 0.15 0.18 0.13 0.19 0.65
<CAPTION>
1997 Quarter Ended
---------------------------------------------------
March 31 June 30 September 30 December 31 Total
-------- ------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C>
Revenues................ $41,520 $47,343 $ 51,021 $69,083 $208,967
Gross profit............ 10,235 12,373 12,645 17,368 52,621
Net income (loss)....... 222 2,806 (10,891) (855) (8,718)
Pro forma historical net
income (loss) per share
(diluted).............. 0.01 0.07 (0.29) (0.02) (0.23)
Pro forma net income
(loss)................. (302) 2,281 (10,269) (2,410) (10,700)
Pro forma adjusted net
income (loss) per share
(diluted).............. (0.01) 0.06 (0.27) (0.06) (0.28)
Pro forma adjusted net
income excluding
nonrecurring
acquisition and related
costs, recapitalization
costs and compensation
to stockholders........ 2,304 3,174 1,466 2,678 9,622
Pro forma adjusted net
income, excluding
nonrecurring
acquisition and related
costs, recapitalization
costs and compensation
to stockholders per
share (diluted)........ 0.06 0.08 0.04 0.07 0.25
</TABLE>

The pro forma amounts include a provision for federal, foreign and state
income taxes as if the Company had been a taxable C corporation for all periods
presented.

F-19
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of Snyder Communications, Inc.:

We have audited the accompanying consolidated balance sheet of CLI Pharma
S.A. and subsidiaries as of December 31, 1997, and the related statements of
income, equity, and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
presents fairly, in all material respects, the financial position of CLI Pharma
S.A. as of December 31, 1997 and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

Neuilly-sur-Seine, France
June 21, 1999

F-20
<PAGE>

CLI PHARMA S.A.

CONSOLIDATED BALANCE SHEET
As of December 31, 1997
(in FRFk)

<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash and equivalents................................................. 25,473F
Accounts receivable.................................................. 49,183
Unbilled services.................................................... 1,762
Prepaid expenses..................................................... 1,970
VAT receivable....................................................... 4,052
Other current assets................................................. 1,513
------
Total current assets............................................... 83,953
Property and equipment, net............................................ 6,293
Intangible assets, net................................................. 31
Other non-current assets............................................... 2,481
------
Total assets....................................................... 92,758F
======
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable..................................................... 4,858F
Accrued payroll...................................................... 16,947
Accrued expenses..................................................... 6,948
VAT payable.......................................................... 17,578
Unearned revenue..................................................... 533
------
Total current liabilities.......................................... 46,864
Long-term obligations under capital leases............................. 66
Commitments and contingencies
Equity:
Capital stock, nominal value 100 FRF, 2,500 shares issued and
outstanding......................................................... 250
Retained earnings.................................................... 45,578
------
Total equity........................................................... 45,828
------
Total liabilities and equity........................................... 92,758F
======
</TABLE>

The accompanying notes are an integral part of this consolidated balance sheet.

F-21
<PAGE>

CLI PHARMA S.A.

CONSOLIDATED STATEMENT OF INCOME
For the Year Ended December 31, 1997
(in FRFk)

<TABLE>
<S> <C>
Revenues............................................................... 214,250F
Operating expenses:
Costs of services...................................................... 167,534
Selling, general and administrative.................................... 18,865
-------
186,399
-------
Income from operations................................................. 27,851
Interest expense....................................................... (61)
Investment income...................................................... 318
-------
Income before taxes.................................................... 28,108
Income tax provision................................................... 12,253
-------
Net income 15,855F
=======
</TABLE>

The accompanying notes are an integral part of this consolidated statement of
income.

F-22
<PAGE>

CLI PHARMA S.A.

CONSOLIDATED STATEMENT OF EQUITY
For the Year Ended December 31, 1997
(in FRFk)

<TABLE>
<CAPTION>
Retained
Capital Stock Earnings Total
------------- -------- ------
<S> <C> <C> <C>
Balance, December 31, 1996....................... 250F 32,772F 33,022F
Net income....................................... -- 15,855 15,855
Dividends........................................ -- (3,049) (3,049)
------ ------ ------
Balance, December 31, 1997....................... 250F 45,578F 45,828F
====== ====== ======
</TABLE>

The accompanying notes are an integral part of this consolidated statement of
equity.

F-23
<PAGE>

CLI PHARMA S.A.

CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1997
(in FRFk)

<TABLE>
<S> <C>
Cash flows from operating activities:
Net income............................................................ 15,855F
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization....................................... 805
Loss on disposal of property and equipment.......................... 2
Other noncash amounts............................................... 109
Changes in assets and liabilities:
Accounts receivable................................................. (7,753)
Other receivables................................................... (333)
Prepaid expenses.................................................... (1,059)
Accrued payroll, accounts payable and accrued expenses.............. 10,825
Unearned revenue.................................................... 323
Other non-current assets............................................ (133)
------
Net cash provided by operating activities............................. 18,641
------
Cash flows from investing activities:
Purchase of property and equipment.................................. (2,472)
Purchase of license agreements...................................... (120)
Proceeds from sales of property and equipment....................... 86
------
Net cash used in investing activities................................. (2,506)
------
Cash flows from financing activities:
Dividends........................................................... (3,049)
------
Net cash used in financing activities................................. (3,049)
------
Net increase in cash and equivalents.................................. 13,086
Cash and equivalents, beginning of period............................. 12,387
------
Cash and equivalents, end of period................................... 25,473F
======
Supplemental Disclosure of cash flow information:
Cash paid for interest.............................................. 60F
Cash paid for income taxes.......................................... 6,555F
</TABLE>

The accompanying notes are an integral part of this consolidated statement of
cash flows.

F-24
<PAGE>

CLI PHARMA S.A.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1997
(in FRF)

1. ORGANIZATION AND BUSINESS

Organization and business

In 1984, Christian Levistre founded CLI Pharma S.A. ("CLI Pharma" or the
"Company"), a French Societe Anonyme. CLI Pharma's initial operations were
devoted to the recruitment of healthcare operations managers on behalf of large
pharmaceutical companies. Since 1984, CLI Pharma has expanded its scope of
services to include: the formation of regional doctor teams who assist
laboratories in marketing pharmaceutical products and the recruitment of
clinical research and medical sales personnel on behalf of large pharmaceutical
companies. The consolidated financial statements include the Company's ten
operating subsidiaries: (WP Medica, WP Sante, WP Production, WPConseil, WP
Pharma, CLI Medica, CLI Sante, CLI Conseil, CLI Promotion and CLI France).

At December 31, 1997, CLI Pharma was owned directly by Christian Levistre
(41%) and Raymat Finance SA (59%), which is itself owned by Christian Levistre
and his family (99.99%).

Business considerations

There are important risks associated with the Company's business and
financial results. These risks include (i) the Company's reliance on
significant clients; four clients each represented more than 10% of its 1997
revenues (see Note 3); (ii) the Company's dependence on industry trends toward
outsourcing of marketing services; and (iii) the Company's ability to recruit
and retain qualified personnel.

2. SUBSEQUENT EVENT

On March 25, 1998, Snyder Communications, Inc. ("Snyder") acquired all of the
outstanding shares of the Company's capital stock in a purchase transaction.
The purchase price consideration consisted entirely of Snyder common stock.

3. SIGNIFICANT CLIENTS

The Company had four clients that individually represented 13.3%, 13.2%,
12.4% and 11.0%, respectively, of its revenues for the year ended December 31,
1997.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Equivalents

Cash and equivalents are mainly composed of amounts in operating accounts,
money market investments and other short-term instruments, stated at cost,
which approximate their market value, with original maturities of three months
or less.

Property and equipment

Property and equipement is stated at cost. The Company depreciates furniture,
fixtures and office equipment on a straight-line basis over three to ten years;
computer equipment over two to four years; and buildings over twenty years.
Leasehold improvements are amortized on a straight-line basis over their
estimated useful lives.

When assets are retired or sold, the costs and related accumulated
depreciation and amortization are removed from the accounts, and any gain or
loss is reflected in income.

F-25
<PAGE>

CLI PHARMA S.A.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in FRF)

Revenue recognition

Services provided by the Company consist primarily of pharmaceutical sales.
On pharmaceutical sales contracts, the Company recognizes revenue and
associated costs when services have been performed by account representatives,
in accordance with the terms of the contract.

Income taxes

The Company incurred income taxes on its 1997 taxable income at a rate of
41.7%, the legal income tax rate in France.

Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

Concentration of credit risk

Concentration of credit risk is limited to cash and equivalents, accounts
receivable and unbilled services. The Company's receivables are concentrated
with customers in pharmaceutical industries. The Company does not require
collateral or other security to support clients' receivables.

5. PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands):

<TABLE>
<CAPTION>
December 31,
1997
-------------
<S> <C>
Buildings and leasehold improvements 4,430F
Computer and equipment...................................... 1,136
Furniture and fixtures...................................... 2,249
------
7,815
Accumulated depreciation.................................... (1,522)
------
Net property and equipment 6,293F
======

6. INTANGIBLE ASSETS

Intangible assets consist of the following (in thousands):
<CAPTION>
December 31,
1997
-------------
<S> <C>
License agreements 222F
Less accumulated amortization............................... (191)
------
Net intangible assets 31F
======
</TABLE>

License agreements are amortized over their useful lives which are generally
one year.

F-26
<PAGE>

CLI PHARMA S.A.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(IN FRF)
7. INCOME TAXES

The income tax provision of 12,253,000F in the accompanying consolidated
statement of income consists entirely of income taxes to the French government.
All of the provision relates to current income taxes. No deferred income tax
provision or benefit was incurred during the year ended December 31, 1997.

8. LEASES

The Company leases certain facilities, office equipment and other assets. The
following is a schedule of future minimum lease payments for capital leases and
for operating leases with initial or remaining terms in excess of one year at
December 31, 1997 (in thousands):

<TABLE>
<CAPTION>
Capital Operating
Years ending December 31, Leases Leases
-------------------------------------------------------- ------- ---------
<S> <C> <C>
1998.................................................... 36F 1,352F
1999.................................................... 36 789
2000.................................................... 36 --
2001.................................................... 36 --
2002.................................................... 23 --
--- -----
Total minimum lease payments............................ 167 2,141F
=====
Less : Amount representing interest..................... (49)
---
Total obligation under capital leases................... 118
Less : Current portion.................................. (52)
---
Long-term portion....................................... 66F
===
</TABLE>

Property and equipment, net, on the consolidated balance sheet includes
118,000F for equipment purchased under capital leases as of December 31, 1997.

Rental expense for all operating leases was approximately 1,352,000F for the
year ended December 31, 1997. Rental expense included 341,000F to a related
party (see Note 9).

9. RELATED PARTIES

The Company leases office space from an entity owned by the Levistre family.
Rent expense related to this space in 1997 equalled 341,000F and is included in
selling, general and administrative expense on the accompanying consolidated
statement of income.

10. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following (in
thousands):

<TABLE>
<CAPTION>
December 31,
1997
------------
<S> <C>
Payroll and related taxes 16,947F
Accrued income taxes......................................... 6,096
Accounts payable............................................. 4,858
Other accrued tax liabilities................................ 590
Other accrued expenses....................................... 210
Current portion of capital lease obligations................. 52
------
28,753F
======
</TABLE>

F-27
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of Snyder Communications, Inc.:

We have audited in accordance with generally accepted auditing standards, the
combined financial statements of Snyder Healthcare Services, Inc. (the
"Company"), as defined in Note 1 to the combined financial statements, included
in this Form 10 and have issued our report thereon dated June 22, 1999. Our
audits were made for the purpose of forming an opinion on the basic combined
financial statements taken as a whole. Schedule II Valuation and Qualifying
Accounts included in the Form 10 is the responsibility of the Company's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic combined financial
statements. This schedule has been subjected to the auditing procedures applied
in the audits of the basic combined financial statements and, in our opinion,
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic combined financial statements taken as a
whole.

ARTHUR ANDERSEN LLP

Washington, D.C.
June 22, 1999

S-1
<PAGE>

SNYDER HEALTHCARE SERVICES, INC.

SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
(in thousands)

<TABLE>
<CAPTION>
Balance at Additions Deductions from Reserve Balance at
Beginning Charged to Cost for Purpose for Which Translation End of
of Year and Expense Reserve was Created Adjustment Year
---------- --------------- ----------------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
1998 allowance for
doubtful accounts...... $3,924 $ 1,162 $2,118 $ 3 $2,971
1997 allowance for
doubtful accounts...... 510 3,717 296 (7) 3,924
1996 allowance for
doubtful accounts...... 301 220 7 (4) 510
<CAPTION>
Balance at Additions Deductions from Reserve Balance at
Beginning Charged to Cost for Purpose for Which Translation End of
of Year and Expense Reserve was Created Adjustment Year
---------- --------------- ----------------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
1998 accrual for
integration activities. $ -- $10,654 $2,683 $-- $7,971
1997 accrual for
integration activities. -- -- -- -- --
1996 accrual for
integration activities. -- -- -- -- --
</TABLE>

S-2

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> JAN-01-1999 JAN-01-1999
<PERIOD-END> DEC-31-1999 MAR-31-1999
<CASH> 25,664 24,288
<SECURITIES> 0 0
<RECEIVABLES> 43,521 50,700
<ALLOWANCES> 2,971 2,473
<INVENTORY> 0 0
<CURRENT-ASSETS> 95,449 110,701
<PP&E> 10,028 11,754
<DEPRECIATION> (4,946) 0
<TOTAL-ASSETS> 193,644 224,251
<CURRENT-LIABILITIES> 71,002 77,107
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 119,727 145,805
<TOTAL-LIABILITY-AND-EQUITY> 193,644 224,251
<SALES> 0 0
<TOTAL-REVENUES> 321,500 86,939
<CGS> 236,047 66,856
<TOTAL-COSTS> 279,076 77,202
<OTHER-EXPENSES> 27,664 1,576
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (2,315) (41)
<INCOME-PRETAX> 14,295 8,398
<INCOME-TAX> (12,849) (3,309)
<INCOME-CONTINUING> 14,760 8,161
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,446 5,089
<EPS-BASIC> 0.04 0.13
<EPS-DILUTED> 0.04 0.13

</TABLE>