TMP WORLDWIDE INC
8-K, 1998-04-09
ADVERTISING AGENCIES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                          Date of Report: April 9, 1998





                               TMP WORLDWIDE INC.
                               ------------------
             (Exact name of Registrant as specified in its charter)




 Delaware                    0-21571                   13-3906555
 -------------        ---------------------           -------------------
(State of             (Commission File No.)           (I.R.S. Employer
Incorporation)                                        Identification No.)





1633 Broadway, New York, New York                                   10019
- --------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)




        Registrant's telephone number, including area code: 212-977-4200


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Item 5.  Other Events.

         On April 9, 1998, TMP Worldwide Inc. issued the press release filed

herewith as Exhibit 99.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)  Exhibits.

         99. Press Release dated April 9, 1998.

         All other items of this report are inapplicable.



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                                   SIGNATURES

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




                                      TMP WORLDWIDE INC.




Dated:  April 9, 1998                 By:/s/James J. Treacy
                                         ----------------------------
                                          James J. Treacy
                                          Chief Operating Officer




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                                                      CONTACT:  Beth Kramli
                                                             (212) 445-8135
                                                           [email protected]
                                                           ----------------
                                                             BSMG Worldwide

                                                                 Jim Treacy
                                                             (212) 527-8604
                                                            [email protected]
                                                            ---------------
                                                              TMP Worldwide



                      TMP WORLDWIDE COMMENCES FINANCING

         NEW YORK, NEW YORK, April 9, 1998 -- TMP Worldwide Inc. (Nasdaq/NMS:
TMPW) today announced that it has commenced the private sale of up to an
aggregate of $115 million principal amount of its Convertible Subordinated Notes
due 2005. The coupon rate of the Notes and the conversion premium has not yet
been determined.
The proceeds of the sale will be used to repay bank debt.

         The securities have not been registered under the Securities Act of
1933, as amended, or applicable state securities laws, and may not be offered or
sold in the United States absent registration under the Securities Act and
applicable state securities laws or available exemptions from registration
requirements.

         This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes, nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state.



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