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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-70795
TMP WORLDWIDE INC.
1,483,558 SHARES OF COMMON STOCK
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TMP Worldwide Inc.'s common stock trades on the Nasdaq National Market under
the ticker symbol "TMPW." On March 15, 1999, the closing sale price of one share
of TMP's stock was $64.50.
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The stockholders of TMP Worldwide Inc. ("TMP" or the "Company") listed in
this prospectus are offering and selling an aggregate of 1,483,558 shares of
TMP's common stock under this prospectus. A portion of these selling
stockholders obtained their shares of TMP stock in connection with the September
30, 1998 acquisition by TMP of all of the outstanding stock of Stackig, Inc., a
public relations and advertising company. Another portion of the selling
stockholders obtained their shares in connection with the October 2, 1998
acquisition by TMP of all of the outstanding stock of Recruitment Solutions,
Inc., a recruitment advertising services company. Additional portions of the
selling stockholders obtained their shares on November 2, 1998, December 2, 1998
and February 19, 1999 when TMP acquired substantially all of the assets of
SunQuest, L.L.C. d/b/a The Smart Group, all of the outstanding stock of The
Consulting Group (International) Limited and all of the outstanding stock of Gem
Personnel Select Limited, respectively. The remaining selling stockholders,
Andrew J. McKelvey, TMP's CEO and principal stockholder, and John R. Gaulding, a
director of TMP, propose to sell 250,000 shares and 10,000 shares, respectively.
Some or all of the selling stockholders expect to sell their shares. TMP will
not receive any part of the proceeds from the sale by the selling stockholders.
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The selling stockholders may offer their TMP stock through public or private
transactions, on or off the United States exchanges, at prevailing market
prices, or at privately negotiated prices.
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SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN FACTORS
THAT YOU SHOULD CONSIDER BEFORE YOU INVEST IN THE SHARES BEING SOLD WITH THIS
PROSPECTUS.
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THE TMP STOCK OFFERED OR SOLD UNDER THIS PROSPECTUS HAS NOT BEEN APPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR ANY STATE SECURITIES
COMMISSION, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is March 23, 1999
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TABLE OF CONTENTS
<TABLE>
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PAGE
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Where You Can Find More Information....................................................................... 3
The Company............................................................................................... 5
Recent Developments....................................................................................... 8
Risk Factors.............................................................................................. 10
Use of Proceeds........................................................................................... 16
Dividend Policy........................................................................................... 16
Price Range of Common Stock............................................................................... 16
Selling Stockholders...................................................................................... 17
Plan of Distribution...................................................................................... 18
Legal Opinion............................................................................................. 18
Experts................................................................................................... 18
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from our website at www.tmp.com or at the SEC's website at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and information that we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 until the selling stockholders sell all their shares of TMP stock. This
prospectus is part of a registration statement we filed with the SEC
(Registration No. 333-70795).
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
(iii) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998.
(iv) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998.
(v) The Company's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1997.
(vi) The Company's Quarterly Report on Form 10-Q/A for the quarter ended
March 31, 1998.
(vii) The Company's Quarterly Report on Form 10-Q/A for the quarter ended
June 30, 1998.
(viii) The Company's Quarterly Report on Form 10-Q/A for the quarter ended
September 30, 1998.
(ix) The description of the Company's common stock contained in Item 1
of the Company's Registration Statement on Form 8-A, dated October 16, 1996.
(x) The Company's Current Report on Form 8-K, dated March 17, 1999,
relating to the restatement of the Company's consolidated financial
statements as of September 30, 1998 and December 31, 1997 and 1996, for the
nine months ended September 30, 1998 and 1997 and for each of
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the three years in the period ended December 31, 1997 to reflect the
acquisitions, which are being accounted for as poolings-of-interests,
consummated by the Company from October 1, 1998 through January 31, 1999.
(xi) The Company's Current Report on Form 8-K, dated March 5, 1999,
relating to a press release announcing the results of operations of the
Company for the year ended December 31, 1998, issued by the Company on March
2, 1999.
(xii) The Company's Current Report on Form 8-K, dated February 1, 1999,
relating to the announcement of the Morgan & Banks Limited acquisition and
the release of the results of the Company's operations for the one month and
ten months ended October 31, 1998.
(xiii) The Company's Current Report on Form 8-K, dated February 12, 1999,
relating to the financial statements of Morgan & Banks Limited as of
September 30, 1998 and March 31, 1998 and 1997, for the six months ended
September 30, 1998 and 1997 and for each of the three years in the period
ended March 31, 1998 and the unaudited proforma condensed combined financial
information relating to the acquisition of Morgan & Banks Limited.
(xiv) The Company's Selected Financial Information (pages 13-14 of the
Information Statement on Schedule 14C dated January 6, 1999), Management's
Discussion and Analysis of Financial Condition and Results of Operations
(pages 62-74 of the Information Statement on Schedule 14C dated January 6,
1999), Consolidated Financial Statements as of December 31, 1997 and 1996
and for each of the three years in the period ended December 31, 1997 (pages
F-11-F-37 of the Information Statement on Schedule 14C dated January 6,
1999) and the Consolidated Condensed Financial Statements as of September
30, 1998 and for the nine months ended September 30, 1998 and 1997 (pages
F-3-F-10 of the Information Statement on Schedule 14C dated January 6,
1999). The consolidated financial statements of Austin Knight Limited and
subsidiaries as of Septmeber 30, 1995 and 1996 and for each of the two years
in the period ended September 30, 1996 (pages F-64-F-95 of the Information
Statement on Schedule 14C dated January 6, 1999). The consolidated financial
statements of Neville Jeffries Australia Pty Limited and subsidiaries for
the years ended June 30, 1995 and 1996 (pages F-96-F-113 on the Information
Statement on Schedule 14C dated January 6, 1999).
(xv) The Company's Current Report on Form 8-K, dated December 17, 1998,
relating to the acquisition of Bonde & Schmah Media GmbH, a/k/a/ Bonde &
Schmah Human Resources Services GmbH.
(xvi) The Company's Current Report on Form 8-K, dated December 7, 1998,
relating to the acquisition of The Consulting Group (International) Limited.
(xvii) The Company's Current Report on Form 8-K, dated August 31, 1998,
relating to the acquisition of TASA Holding A.G.
(xviii) The Company's Current Report on Form 8-K, dated April 28, 1998,
relating to the acquisition of Fossler & Partner, M-Page and ConServe.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
TMP Worldwide Inc.
1633 Broadway, 33rd Floor, New York, New York 10019
Attention: Investor Relations
(Tel. No. (212) 977-4200)
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling stockholders will
not make an offer of these shares in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of these documents.
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THE COMPANY
AS USED IN THIS PROSPECTUS, "GROSS BILLINGS" REFERS TO BILLINGS FOR
ADVERTISING PLACED IN TELEPHONE DIRECTORIES, NEWSPAPERS, NEW MEDIA AND OTHER
MEDIA, AND ASSOCIATED FEES FOR RELATED SERVICES. WHILE GROSS BILLINGS ARE NOT
INCLUDED IN THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS, THE TRENDS IN GROSS
BILLINGS DIRECTLY IMPACT THE COMMISSIONS AND FEES EARNED BY THE COMPANY. THE
COMPANY EARNS COMMISSIONS BASED ON A PERCENTAGE OF THE MEDIA ADVERTISING
PURCHASED AT A RATE ESTABLISHED BY THE RELATED PUBLISHER, AND ASSOCIATED FEES
FOR RELATED SERVICES. IN ADDITION, THE COMPANY EARNS FEES FOR THE PLACEMENT OF
ADVERTISEMENTS ON THE INTERNET, INCLUDING ITS CAREER WEB SITES, AND THROUGH
EXECUTIVE SEARCH SERVICES. EARNINGS BEFORE INTEREST, INCOME TAXES, DEPRECIATION
AND AMORTIZATION ("EBITDA") IS PRESENTED TO PROVIDE ADDITIONAL INFORMATION ABOUT
THE COMPANY'S ABILITY TO MEET ITS FUTURE DEBT SERVICE, CAPITAL EXPENDITURES AND
WORKING CAPITAL REQUIREMENTS AND IS ONE OF THE MEASURES WHICH DETERMINES THE
COMPANY'S ABILITY TO BORROW UNDER ITS CREDIT FACILITY. EBITDA SHOULD NOT BE
CONSIDERED IN ISOLATION OR AS A SUBSTITUTE FOR OPERATING ACTIVITIES AND OTHER
INCOME OR CASH FLOW STATEMENT DATA PREPARED IN ACCORDANCE WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES OR AS A MEASURE OF THE COMPANY'S PROFITABILITY OR
LIQUIDITY. GROSS BILLINGS WITH RESPECT TO COMPANIES ACQUIRED BY THE COMPANY
REFER TO THE COMPANY'S ESTIMATE OF THE ACQUIRED COMPANIES' ANNUAL GROSS
BILLINGS. ALL AMOUNTS REFERRED TO BELOW REFLECT THE AMOUNTS DISCLOSED IN THE
COMPANY'S RESTATED CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S
INFORMATION STATEMENT ON SCHEDULE 14C DATED JANUARY 16, 1999, WHICH REFLECT THE
EFFECT OF BUSINESS COMBINATIONS ACCOUNTED FOR AS POOLINGS-OF-INTERESTS AND
COMPLETED PRIOR TO SEPTEMBER 30, 1998.
We are a marketing services, communications, executive search and technology
company. We provide comprehensive, individually tailored advertising services,
including development of creative content, media planning, production and
placement of corporate advertising, market research, direct marketing, executive
search and other ancillary services and products. We are one of the world's
largest recruitment advertising agencies and the world's largest yellow page
advertising agency as well as a leader in the use of the Internet for
recruiting.
TMP offers advertising programs to more than 17,000 clients, including more
than 70 of the Fortune 100 and more than 400 of the Fortune 500 companies. Our
growth strategy is to continue to pursue consolidation opportunities in our core
advertising business and to leverage our client base and our approximately 2,420
sales, marketing and customer service personnel to expand our Internet-based
businesses. For the year ended December 31, 1997, TMP's gross billings were $1.2
billion, commissions and fees were $310.6 million, net income was $10.4 million
and EBITDA was $43.9 million.
TMP is the world's largest yellow page advertising agency, generating
approximately $457.5 million in yellow page gross billings for the year ended
December 31, 1997. We are one of the world's largest recruitment advertising
agencies, generating approximately $602.7 million in recruitment advertising
gross billings for the same period. With approximately 30% of the national
accounts segment of the U.S. yellow page advertising market, we are
approximately three times larger than our nearest competitor, based on yellow
page gross billings. A substantial part of our growth in each of our targeted
markets has been achieved through acquisitions. From January 1, 1993 through
December 31, 1998, TMP completed 71 acquisitions including, in May 1998, the
acquisition of all the outstanding stock of Johnson, Smith & Knisely, Inc.
("JSK"), the twelfth largest executive search firm in the United States, in
August 1998, the acquisition of all the outstanding stock of TASA Holding A.G.
("TASA"), an international executive search firm and in September 1998, the
acquisition of all the outstanding stock of Stackig, Inc. ("Stackig"), a public
relations and advertising Company. We believe additional acquisition
opportunities exist, particularly in the recruitment advertising, executive
search and Internet markets, and we intend to continue our strategy of making
acquisitions which relate to our core businesses.
TMP has created innovative solutions to assist its clients in capitalizing
on the growing awareness and acceptance of the Internet. For our recruitment
advertising clients, we have developed interactive career sites which can be
accessed by individuals seeking employment via the Internet on a global basis.
TMP has several career sites, including monster.com-SM-, Be the Boss-SM-,
MedSearch-SM- and Job Hound which, as of December 31, 1998, collectively
contained approximately 145,000 paid job listings, and 1,000,000 resumes.
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In addition, in May 1998, we expanded our suite of online career products and
services, adding new content and community with the acquisition of About Work
(www.aboutwork.com) and adding the largest online internship database with the
acquisition of Student Center (www.studentcenter.com).
YELLOW PAGE ADVERTISING. TMP develops yellow page marketing programs for
national accounts. These are clients which sell products or services in multiple
markets. The national segment of the yellow page advertising market was an
approximately $1.7 billion market in the U.S. for the year ended December 31,
1997. The national yellow page market has grown each year since 1981. During the
period of 1990 through 1997, the market grew at a compound annual growth rate of
approximately 6.2%. Yellow page advertising is a complex process involving the
creation of effective imagery and message and the development of media plans
which evaluate approximately 7,000 yellow page directories of which TMP's larger
accounts utilize over 2,000. Coordinating the placement of advertisements in
this number of directories requires an extensive effort at the local level, and
our yellow page sales, marketing and customer service staff of approximately 680
people provides an important competitive advantage in marketing and executing
yellow page advertising programs. We earn commissions from yellow page
advertising paid by directory publishers which result in an effective commission
rate to us of approximately 20% of yellow page gross billings.
TMP takes a proactive approach to yellow page advertising by undertaking
original research on the efficacy of the medium, in many cases quantifying the
effectiveness of a given advertising campaign. TMP also has a rigorous quality
assurance program designed to ensure client satisfaction. We believe that this
program has enabled us to maintain a yellow page client retention rate, year to
year, in excess of 90%.
RECRUITMENT ADVERTISING. For the year ended December 31, 1997, total
spending on advertisements globally in the recruitment classified advertisement
section of newspapers was approximately $12 billion. While the recruitment
advertising market has historically been cyclical, during the period of 1990
through 1997, the U.S. market grew at a compound annual growth rate of
approximately 12%. In the U.S., we receive commissions generally equal to 15% of
recruitment advertising gross billings. Outside of the U.S., where,
collectively, we derive the majority of our recruitment advertising commissions
and fees, our commission rates for recruitment advertising vary, ranging from
approximately 10% in Australia to 15% in Canada and the United Kingdom. TMP also
earns fees from value-added services such as design, research and other creative
and administrative services which resulted in aggregate commissions and fees
equal to approximately 21% of recruitment advertising gross billings for the
year ended December 31, 1997.
The services provided by recruitment advertising agencies can be complex and
range from the design and placement of classified advertisements to the creation
of comprehensive image campaigns which internationally "brand" a client as a
quality employer. Further, shortages of qualified employees in many industries,
particularly in the technology area, have increased the need for recruitment
advertising agencies to expand the breadth of their service offerings to effect
national and sometimes global recruitment campaigns. For these reasons, TMP
believes that over time, the proportion of overall recruitment advertising
placed through recruitment advertising agencies will grow. Given the scale of
its recruitment advertising operations and the scope of its service offerings,
we believe we are well positioned to participate in this market growth.
EXECUTIVE SEARCH. To expand the range of services we offer to our
recruitment advertising clients, we decided to enter the executive search field
because recruitment advertising traditionally did not target the senior
executive community. Accordingly, in May 1998, we acquired JSK, the twelfth
largest executive search firm in the United States. This acquisition, coupled
with the acquisitions of TASA and Morgan & Banks Limited ("M&B"), provided the
Company with 32 executive search offices in 17 countries. Please see "Recent
Developments" for further information about M&B.
The TMP retained executive search process typically includes the following
steps: (a) a TMP executive search consultant interviews the client in order to
analyze the senior executive position that needs to be filled, the general
environment of the client's work place and the character and quality of
candidates that have successfully performed as executives of the client; (b) the
consultant then prepares a written synopsis
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of the position to be filled in order to attract a suitable, qualified and
successful candidate; (c) the synopsis is then forwarded to other recruiters in
order to assist with the search for a candidate that fits the criteria set forth
in the synopsis; (d) a pool of suitable candidates is gathered and the
consultants begin to schedule interviews; (e) the candidates are then
interviewed and analyzed by the consultants to determine if the candidate meets
the requisite experience and potential cultural fit outlined by the consultant
and the client; (f) reports of the most suitable candidates are prepared by the
consultant and presented to the client, enabling the client to choose which
candidates it wants to meet; (g) the consultant then organizes a mutually
convenient time and place for the client to personally meet and interview such
candidates for the position; (h) the consultant follows up with the successful
candidate to obtain any supplemental information needed or requested by the
client, including to obtain references and other documentary materials; and (i)
we then assist the client in structuring and negotiating the final compensation
package and other benefits for the hired executive based on all relevant factors
researched by us, including industry comparisons, the experience levels of the
executive and future trends.
TMP believes that its expansion into the executive search market will enable
it to attract and service additional major clients since TMP can now market
itself as a full service firm that can accommodate all of its clients'
employment and recruitment advertising needs.
INTERNET SERVICES. TMP's Internet-based services complement its traditional
advertising businesses. In recruitment, we have several career sites, including
monster.com-SM-, Be the Boss-SM-, MedSearch-SM- and Job Hound, which provide
continuously available databases of career opportunities. Users of these sites
can search for employment opportunities by location, type of job and other
criteria. Resumes can be sent to prospective employers electronically and
submitted on-line or via mail. Users can also access other value-added services
such as discussion forums and on-line career advice. Based on our experience
with our clients, we believe that only 20% to 30% of open job positions are
advertised using traditional print media and that on-line solutions, which are
significantly less expensive than traditional recruitment methods, will
significantly expand the recruitment advertising market. More than 55 of the
Fortune 100 companies are utilizing our career sites.
Dealer Locator, which is marketed to yellow page accounts, allows clients to
offer World Wide Web ("Web") pages for local offices, dealers or franchise
locations which are linked to the client's corporate Web site. These pages are
designed to generate additional customer flow while reinforcing brand imagery
contained in other advertising programs. Dealer Locator home pages will
typically include address, directions, hours of operation and potentially other
information such as sale items.
TMP believes its pre-existing relationships with yellow page and recruitment
advertising clients and its sales, marketing and customer service staff provide
an important competitive advantage in pursuing the market for Internet clients.
Further, we believe our innovative Internet products will provide an opportunity
to enhance our ability to market both traditional advertising and Internet
services to non-TMP clients.
TMP is the successor to the businesses formerly conducted by TMP Worldwide
Inc. and subsidiaries ("Old TMP"), Worldwide Classified Inc. and subsidiaries
("WCI") and McKelvey Enterprises, Inc. and subsidiaries, the chief executive
officer of which was Andrew J. McKelvey (the "Principal Stockholder"). McKelvey
Enterprises, Inc. was formed in 1967 by Mr. McKelvey. On December 9, 1996, Old
TMP merged into McKelvey Enterprises, Inc. Thereafter, WCI merged into McKelvey
Enterprises, Inc. McKelvey Enterprises, Inc. then merged into Telephone
Marketing Programs Incorporated. Such mergers are collectively referred to as
the "Mergers." In addition, Mr. McKelvey sold or contributed his interest in
five other entities to the Company. Following the Mergers, Telephone Marketing
Programs Incorporated changed its name to TMP Worldwide Inc. All historical
financial data incorporated by reference for periods ended prior to December 9,
1996 reflects the historical financial data of Old TMP, WCI, McKelvey
Enterprises, Inc. and the other entities. TMP was incorporated in Delaware in
August 1996. Its executive offices are located at 1633 Broadway, 33rd Floor, New
York, New York 10019, and its telephone number at that location is (212)
977-4200.
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RECENT DEVELOPMENTS
During the period from October 1, 1998 through January 31, 1999, we
completed the acquisitions of Recruitment Solutions Inc. ("Recruitment
Solutions"), SunQuest L.L.C. d.b.a. The Smart Group, The Consulting Group
(International) Limited ("TCG") and M&B (collectively, the "Pooled Companies"),
which are being accounted for as poolings-of-interests. Approximately 5.8
million shares of our common stock were issued in exchange for all of the
outstanding common stock of the Pooled Companies.
In connection with the acquisitions of the Pooled Companies, we have
prepared supplemental consolidated financial statements to reflect the
retroactive restatement of the Company's consolidated financial statements as of
September 30, 1998 and December 31, 1997 and 1996 and for the nine months ended
September 30, 1998 and 1997 and each of the three years in the period ended
December 31, 1997 to reflect the consummation of the acquisitions of the Pooled
Companies. The supplemental consolidated financial position, results of
operations and cash flows are presented as if the Pooled Companies had been
consolidated for all periods presented. As required by generally accepted
accounting principles, the supplemental consolidated financial statements will
become the historical financial statements upon issuance of the financial
statements for the period that includes the dates of the acquisitions. The
supplemental consolidated statements of stockholders' equity (deficit), reflect
the accounts of TMP as if the common stock issued in connection with the
acquisitions had been issued for all periods presented. The supplemental
consolidated financial statements and the related Management's Discussion and
Analysis of Financial Condition and Results of Operations have been provided in
our Current Report on Form 8-K dated March 17, 1999.
On February 19, 1999, we also completed the acquisition of Gem Personnel
Select Limited ("Gem Personnel Limited").
On March 11, 1999 TMP and LAI Worldwide ("LAI"), a New York-based executive
search firm announced that they had entered into an agreement by which TMP will
acquire all of the outstanding shares of LAI and that the transaction is to be
accounted for as a pooling-of-interests. LAI has 19 offices in the United States
and two international offices. For the nine months ended November 30, 1998, LAI
reported net fee revenues of $71.0 million.
A brief description of the consummated acquisitions follows:
RECRUITMENT SOLUTIONS ACQUISITION
On October 2, 1998, we acquired all of the outstanding capital stock of
Recruitment Solutions, a Massachusetts corporation. In connection with the
acquisition of Recruitment Solutions, we issued an aggregate of 104,042 shares
of our stock in a private placement transaction. The acquisition has been
accounted for as a pooling-of-interests. Recruitment Solutions is a provider of
resume response management, applicant evaluation and related services to hiring
companies.
SMART GROUP ACQUISITION
On November 2, 1998, we acquired substantially all of the assets of The
Smart Group, a Georgia limited liability company. In connection with this
acquisition, we issued 309,702 shares of our stock in a private placement
transaction. The acquisition has been accounted for as a pooling-of-interests.
The Smart Group is a certified market representative for yellow page advertising
in the United States.
TCG ACQUISITION
On December 2, 1998, we acquired all of the outstanding capital stock of
TCG, a United Kingdom corporation. In connection with the acquisition of TCG, we
issued an aggregate of 246,606 shares of our
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stock in a private placement transaction. The acquisition has been accounted for
as a pooling-of-interests. TCG is a search and selection firm.
M&B ACQUISITION
On January 28, 1999, we acquired all of the outstanding capital stock, and
options to purchase such stock, of M&B for an aggregate of approximately
5,150,924 shares of our common stock and approximately 300,000 shares of our
common stock which have been reserved for issuance upon exercise of stock
options by the M&B shareholders. This acquisition has been accounted for as a
pooling-of-interests.
M&B provides human resource services to both the public and private sectors
in Australasia. Employment-related services provided by M&B include permanent
recruitment, temporary contracting and consulting. M&B permanent recruitment
services cover traditional search assignments, which involve the placement of
highly specialized and senior executive level employees, and selection
assignments, which involve the placement of mid-level executives through
semi-skilled employees. M&B has also developed a proprietary Assessment Center
process which is used by M&B to recruit numerous employees to fill a set of
similar positions required by the client. The Assessment Center is designed to
simultaneously evaluate the abilities of a group of candidates to perform in a
current or future role through job simulations, behavioral and situational
interviews, leadership and team exercises, group discussions and role plays.
M&B's temporary contracting services place qualified personnel in temporary
positions or on discrete short-term projects, thereby enabling M&B's clients to
gain the full benefit of a flexible workforce in times of rapidly changing
commercial environments. M&B's consulting services assist clients in formulating
and implementing effective human resource strategies through workplace training,
outplacement and career transition management, psychological services and
general human resource consulting.
GEM PERSONNEL SELECT ACQUISITION
On February 19, 1999, we acquired all of the outstanding capital stock of
Gem Personnel Select Limited, a Cyprus corporation, and certain related
corporations. In connection with the acquisition, we issued an aggregate of
57,615 shares of our stock in a private placement transaction. This acquisition
has been accounted for under the purchase method. Gem Personnel Select is an
executive search firm.
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RISK FACTORS
BEFORE YOU INVEST IN OUR STOCK, YOU SHOULD BE AWARE THAT THERE ARE VARIOUS
RISKS, INCLUDING THOSE DESCRIBED BELOW. YOU SHOULD CONSIDER CAREFULLY THESE RISK
FACTORS TOGETHER WITH ALL OF THE OTHER INFORMATION INCLUDED IN THIS PROSPECTUS
BEFORE YOU DECIDE TO PURCHASE SHARES OF OUR STOCK.
THIS PROSPECTUS CONTAINS, IN ADDITION TO HISTORICAL INFORMATION,
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. OUR ACTUAL
RESULTS COULD DIFFER MATERIALLY. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED BELOW, AS WELL AS
THOSE DISCUSSED ELSEWHERE IN THIS PROSPECTUS. "WE," "US" AND "OUR," WHEN USED IN
THIS PROSPECTUS, REFER TO TMP.
RISKS RELATING TO THE ACQUISITION OF M&B
NONREALIZATION OF SYNERGIES. We believe that an important benefit to the
acquisition of M&B will be the integration of our and M&B's respective
managements, business strategies and operations. We may not be able to realize
the benefits of this integration if the integration process is not successful or
timely. Our ability to integrate TMP and M&B may be hindered by the necessity to
coordinate our geographically separate organizations (TMP is headquartered in
the U.S. and M&B is headquartered in Australia) and to integrate the respective
personnel of TMP and M&B, because of their diverse business backgrounds and
corporate cultures. There can be no assurance that we will be able to
successfully integrate the operations of TMP and M&B without encountering
difficulties or losing key personnel from either TMP or M&B. In addition, we
recently acquired TASA Holding A.G. and other businesses and such acquisitions
may make the integration of M&B more difficult or time consuming. Any
difficulties encountered in this transition process or the diversion of the
attention of our management from the transition process could also have an
adverse impact on our ability to realize the anticipated synergies of the M&B
Transaction.
INCURRENCE OF SIGNIFICANT EXPENSES RELATED TO THE ACQUISITION OF M&B. The
expenses related to the acquisition of M&B, estimated to be approximately $4.5
million, are expected to be incurred in the first quarter of 1999, the quarter
in which the acquisition of M&B was consummated. These expenses include legal
and accounting fees and costs, financial printing, stamp duties, listing fees,
transfer agent fees, and other related costs, but do not include any costs
associated with restructuring the company or integrating or consolidating the
businesses of TMP and M&B. This is a preliminary estimate and is, therefore,
subject to change. Although we expect the eventual integration of management,
personnel and operations and elimination of duplicative expenses to offset these
expenses, we cannot guarantee that the integration will be successful or
cost-efficient.
POTENTIAL DILUTIVE EFFECT TO STOCKHOLDERS. The issuance of TMP Common Stock
in connection with the acquisition of M&B, could reduce TMP's net income per
share from levels otherwise expected. This could have the effect of reducing the
market price of TMP's Common Stock unless revenue growth attributable to the M&B
Transaction or cost savings and other business synergies from the integration of
TMP and M&B are sufficient to offset the dilution in value attributable to the
issuance of the TMP Common Stock.
EFFECT OF THE ACQUISITION OF M&B BY TMP ON M&B CLIENTS. The executive
search and the search and selection industries, in which M&B competes, are
highly relationship-driven. Consequently, due to the acquisition of M&B, it is
possible that certain clients of M&B may terminate their relationship with M&B
if their relationship with M&B is adversely effected by this transaction. In
addition, although we do not anticipate any personnel changes at M&B, to the
extent M&B loses material personnel due to the effects of the transaction it may
lose large clients. The loss of a number of large clients of M&B could adversely
affect TMP.
UNCERTAIN ABILITY TO MANAGE GROWTH. Our business has grown rapidly in
recent periods. This growth has placed a significant strain on our management
and operations. For example, our expansion has resulted, and is expected in the
future to result, in substantial growth in the number of our employees and in
increased responsibility for both existing and new management personnel. Growth
may also strain our
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existing financial and management information systems. Our success depends to a
significant extent on the ability of our executive officers and other members of
senior management to operate effectively both independently and as a group. If
we are not able to manage existing or anticipated growth, our business,
financial condition and operating results would be materially adversely
affected.
RISKS ASSOCIATED WITH ACQUISITIONS. We expect to continue to grow, in part,
by acquiring businesses. The success of this strategy depends upon several
factors, including the continued availability of financing and our ability to
identify and acquire businesses on a cost-effective basis. It is also critical
that we integrate acquired personnel, operations, products and technologies into
our organization effectively and that we retain and motivate key personnel and
retain the clients of firms we acquire. We have no assurance that financing for
future acquisitions will be available on terms acceptable to us, or that we will
be able to identify or consummate new acquisitions, or manage and integrate our
recent or future expansions successfully. Any inability to do so would have a
material adverse effect on our business, financial condition and operating
results.
UNCERTAIN VIABILITY OF TRADITIONAL MEDIA. We derive a substantial portion
of our commissions and fees from designing and placing recruitment
advertisements in traditional media such as newspapers and trade publications.
This business, excluding search and selection which has historically been
included therein, constituted approximately 40.4% of our total commissions and
fees for the year ended December 31, 1997. We also derive a substantial portion
of our commissions and fees from placing advertising in yellow page directories.
This business constituted approximately 30.8% of our total commissions and fees
for the year ended December 31, 1997. Any future commissions we earn may not
equal the commissions we have historically received. New media, such as the
Internet, may also cause yellow page directories and other forms of traditional
media to become less desirable forms of advertising media. Without at least a
proportionate fee increase generated from advertising on the Internet, our
business, financial condition and operating results will be materially adversely
affected.
UNCERTAIN ACCEPTANCE OF THE INTERNET. Use of the Internet by consumers is
at a very early stage of development. Market acceptance of the Internet as a
medium for information, entertainment, commerce and advertising, therefore,
remains subject to a high level of uncertainty. Although we generated Internet
revenue of $19.6 million for the year ended December 31, 1997, and $34.8 million
for the nine months ended September 30, 1998, in the future we may not generate
substantial Internet-based revenue. Our clients and potential clients have only
limited experience with the Internet as an advertising medium and in the past
they have not devoted a significant portion of their advertising budgets to
Internet-based advertising. In addition, advertisers may not be persuaded to
allocate or to continue to allocate portions of their budgets to Internet-based
advertising. If Internet-based advertising is not widely accepted by advertisers
and advertising agencies, our expected growth rate for commissions and fees
derived from Internet use, as well as for TMP as a whole, will be materially
adversely affected.
UNCERTAIN ACCEPTANCE OF THE COMPANY'S INTERNET CONTENT. Our future growth
depends, in part, upon our ability to deliver original and compelling services
in order to attract users that our advertising clients want to reach. Consumer
tastes and preferences, however, change rapidly. We can never be sure that our
Internet content will reflect the latest consumer tastes and preferences and
thereby attract a sufficient number of users to our Web sites to generate
material advertising revenues. Internet users can freely navigate and instantly
switch among a large number of Web sites, many of which offer original content,
making it more difficult for us to continually distinguish our content and
attract users. In addition, many other Web sites offer very specific, highly
targeted content that could have greater appeal than our Web sites to particular
subsets of our target audience.
COMPETITION; LOW BARRIERS TO ENTRY. The markets for our services are highly
competitive and are characterized by pressures to reduce prices, incorporate new
capabilities and technologies and accelerate job completion schedules.
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We face competition from a number of sources. These sources include national
and regional advertising agencies, specialized and integrated marketing
communication firms, traditional media companies and executive search and search
and selection firms. Our ability to maintain existing clients and attract new
clients depends to a significant degree on the quality of our services and our
reputation among clients and potential clients. In addition, with respect to new
media, many advertising agencies and publications have started either to
internally develop or acquire new media capabilities. Some of our established
competitors provide integrated specialized services (such as advertising
services or Web site design) and are technologically proficient, especially in
the new media area. In addition, many of our competitors or potential
competitors have long operating histories, and some may have greater financial,
management, technological development, sales, marketing and other resources than
us.
We have no significant proprietary technology that would preclude or inhibit
competitors from entering the yellow page, recruitment, executive search or
on-line advertising markets. Existing or future competitors may also develop or
offer services and products that provide significant performance, price,
creative or other advantages over our services and products, which could have a
material adverse effect on our future business, financial condition and
operating results.
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS; SEASONALITY AND CYCLICALITY OF
BUSINESS. Our quarterly operating results have fluctuated in the past and may
fluctuate in the future due to diverse factors. These factors include the timing
of acquisitions, the timing of yellow page directory closings, and the receipt
of additional commissions, if earned, from yellow page publishers for achieving
a specified volume of advertising. Our quarterly commissions and fees earned
from recruitment advertising are typically highest in the first quarter and
lowest in the fourth quarter. For the year ended December 31, 1997, our
commissions and fees from recruitment advertising, excluding search and
selection which had historically been included therein, were 40.4% of our total
commissions and fees. Recruitment advertising commissions and fees tend to be
more cyclical than yellow page commissions and fees, and, therefore, to the
extent that a significant percentage of our commissions and fees are derived
from recruitment advertising our operating results may be subject to increased
cyclicality. This cyclicality may affect the market price, at any time, of our
Common Stock.
INABILITY OF COMPANY TO KEEP UP WITH CHANGES IN INTERNET TECHNOLOGY MAY
REDUCE AMOUNT OF BUSINESS AND PROFITS. The technology of the Internet is
rapidly developing and changing. In addition, new Internet products are
continually being introduced to the market and Internet industry standards are
frequently changing. Although we attempt to keep up with these changes, we may
be unable to respond to the changes as quickly or effectively as our
competitors. In this event, our clients may choose to use the services of a
competitor who has kept up with technological change more effectively than us.
We may also have to spend large sums of money to keep up with Internet
technological changes which could diminish our profits. In addition, any new
Internet services or enhancements may contain design flaws or other defects that
could require costly modifications or result in a loss of client confidence,
which could cause our clients to remove their business from us. The loss in
business would cause our revenues and profits to decline. In addition, any
disruption in our Internet access or in the Internet generally could adversely
affect us. Monster.com-SM- connects to the Internet through GTE Internetworking
and Online Career Center-SM- connects to the Internet directly through its own
on-site servers. If any of the above services is interrupted, our access to the
Internet would be disrupted and we could lose clients, thus adversely affecting
our financial condition and operating results.
FAILURE TO ATTRACT AND RETAIN QUALIFIED CONSULTANTS COULD AFFECT COMPANY'S
ABILITY TO COMPETE. To be successful in the executive search marketplace, we
must be able to attract and retain qualified consultants. We depend upon
consultants that possess the skills and experience necessary to effectively give
employment advice to our clients and address their executive search needs.
Competition for qualified consultants is intense. We believe we have been able
to attract and retain highly qualified and productive consultants because of our
reputation. In addition, we use performance-based compensation plans in which
bonuses
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represent a significant proportion of consultants' total compensation. However,
if our reputation is negatively affected or if there is any decrease in our
business, we would be less able or unable to retain existing consultants or
attract additional qualified consultants. In either case, we would be less able
to compete in the executive search and selection business. As a consequence, our
executive search business, results of operations and financial condition would
be materially adversely affected.
POTENTIAL LOSS OF CLIENT RELATIONSHIPS DUE TO DEPARTURE OF CONSULTANTS. Our
executive search business has been successful to date because of our
consultants' ability to develop and maintain strong, long-term relationships
with clients. Usually, only one or two consultants have primary responsibility
for a client relationship. If one of the consultants leaves TMP and joins
another executive search firm, the clients that have established relationships
with the departing consultant may move their business to the consultant's new
employer. The loss of one or more clients is more likely to occur if the
departing consultant has developed a reputation as a specialist in executing
searches in a specific industry or position. Although the loss of clients upon
the relocation of a consultant historically has not caused significant problems
for us, the failure to retain our most effective consultants, or the failure to
maintain the quality of service to which our clients are accustomed, could have
a material adverse effect on our executive search business, results of
operations and financial condition.
MAINTENANCE OF PROFESSIONAL REPUTATION AND BRAND NAME. Our ability to
secure new executive search engagements and hire qualified professionals is
highly dependent upon our overall reputation and brand name recognition as well
as the individual reputations of our professionals. Because we obtain a majority
of our new engagements from existing clients, or from referrals by those
clients, the dissatisfaction of any such client could have a disproportionate,
adverse impact on our ability to secure new engagements. Any factor that
diminishes TMP's reputation or any of our personnel, including poor performance,
could make it substantially more difficult for us to compete successfully for
both new engagements and qualified consultants, and could have an adverse effect
on our executive search business, results of operations and financial condition.
RESTRICTIONS IMPOSED BY BLOCKING ARRANGEMENTS. Pursuant to agreements known
as "blocking arrangements," executive search firms frequently refrain from
recruiting certain employees of a client, or an affiliate of a client, when
conducting executive searches on behalf of a competing client. Blocking
arrangements generally remain in effect for one or two years following the
completion of a candidate's employment, but can be increased or decreased
depending on the types and length of services provided. Some of our executive
search clients are recognized as industry leaders and/or employ a significant
number of qualified executives who are potential candidates for other companies
in that client's industry. This may make it difficult for us to place candidates
with competitors of their clients due to the blocking arrangements. If a
potential client of ours becomes aware of such blocking arrangements, it may not
be willing to engage us to conduct executive search and selection services;
therefore, the existence of these blocking arrangements could have a material
adverse effect on our ability to expand our client base and to achieve
significant growth in any one industry.
Although the duration and scope of these blocking arrangements may vary,
including whether a particular arrangement covers all operations of a client and
its affiliates or only certain divisions of a client, we are unable to predict
how restrictive such blocking arrangements may be in the future. The more
restrictive the blocking arrangements, the less able we will be to place
executive candidates in a particular industry. As our client base grows,
particularly in our targeted business sectors, blocking arrangements
increasingly may impede our growth or our ability to attract and serve new
clients, which could have an adverse effect on our executive search business,
results of operations and financial condition.
DEPENDENCE ON OUR KEY PERSONNEL. Our continued success will depend to a
significant extent upon our senior management, including Andrew J. McKelvey, our
Chairman of the Board and CEO. The loss of the services of one or more key
employees could have a material adverse effect on our business, financial
condition or operating results. In addition, if one or more key employees join a
competitor or forms a
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competing company, the resulting loss of that key employee's services and the
loss of existing or potential clients could have a material adverse effect on
our business, financial condition or operating results. If one of our key
employees leaves to join a new employer, he or she may also disclose or use our
procedures, practices, new product development or client lists without our
authorization. This can have the effect of diminishing our competitive advantage
or enhancing the ability of a competitor to obtain clients otherwise obtainable
by us, the result of which could be a diminution of revenues and profits of TMP.
CONTROL BY PRINCIPAL STOCKHOLDER. Andrew J. McKelvey beneficially owns all
of the outstanding TMP Class B Common Stock and 10,945,004 shares of TMP Common
Stock which together represent approximately 60.9% of the combined voting power
of the Company. Mr. McKelvey is and will be, therefore, able to direct the
election of all of the members of TMP's Board of Directors and exercise a
controlling influence over the business and affairs of TMP, including any
determinations with respect to mergers or other business combinations involving
TMP, the acquisition or disposition of assets of TMP, the incurrence of
indebtedness by TMP, the issuance of any additional Common Stock or other equity
securities and the payment of dividends with respect to the Common Stock.
Similarly, Mr. McKelvey has the power to determine matters submitted to a vote
of our stockholders without the consent of our other stockholders and has the
power to prevent a change of control of TMP.
ANTITAKEOVER EFFECT OF CERTAIN PROVISIONS OF CERTIFICATE OF INCORPORATION,
BY-LAWS AND DELAWARE LAW. Our Board of Directors has the authority to issue up
to 800,000 shares of undesignated preferred stock and to determine all of the
rights and privileges of such shares without any further vote or action by the
Company's stockholders. Certain of these rights and privileges could be adverse
to the Common Stock. For example, the Board may issue shares of preferred stock
which contain a liquidation preference to the Common Stock. We have no current
plans to issue shares of preferred stock. Certain provisions of our Certificate
of Incorporation and By-Laws and of Delaware law could delay, prevent or make
more difficult a merger, tender offer or proxy contest involving the Company.
Among other things, these provisions specify advance notice requirements for
stockholder proposals and director nominations. In addition, Mr. McKelvey
controls approximately 60.9% of the combined voting power of all classes of
voting stock of the Company.
FOREIGN OPERATIONS AND RELATED RISKS. We conduct operations in various
foreign countries, including Australia, Austria, Belgium, Canada, France,
Germany, Hong Kong, Indonesia, Italy, Japan, Mexico, the Netherlands, New
Zealand, Panama, Singapore, South Africa, Spain, Switzerland and the United
Kingdom. For the year ended December 31, 1997, approximately 34.6% of our
commissions and fees were earned outside of the U.S. and collected in local
currency. In addition, we generally pay operating expenses with the
corresponding local currency and are at risk for exchange rate fluctuations
between such local currencies and the dollar. We do not conduct any significant
hedging activities.
We are subject to taxation in foreign jurisdictions. In addition,
transactions between the Company and its foreign subsidiaries may be subject to
U.S. and foreign withholding taxes. Applicable tax rates in foreign
jurisdictions differ from those of the U.S., and are subject to periodic change.
The extent, if any, to which we will receive credit in the U.S. for taxes paid
in foreign jurisdictions will depend upon the application of limitations set
forth in the Internal Revenue Code, as well as the provisions of any tax
treaties which may exist between the U.S. and such foreign jurisdictions. If we
do not receive credit, we will be subject to increased taxation.
POSSIBLE VOLATILITY OF STOCK PRICE. Factors such as announcements of
variations in our quarterly financial results and fluctuations in advertising
commissions and fees, including our percentage of commissions and fees derived
from Internet-based services and products could cause the market price of the
Common Stock to fluctuate for reasons unrelated to our operating performance.
Our stock price, therefore, may be volatile.
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GOVERNMENT REGULATION. As an advertising agency which creates and places
print and Internet advertisements, we are subject to Sections 5 and 12 of the
Federal Trade Commission (the "FTC Act") which regulate advertising in all
media, including the Internet, and require advertising agencies to have
substantiation for advertising claims before disseminating advertisements. The
FTC Act prohibits the dissemination of false, deceptive, misleading, and unfair
advertising, and grants the Federal Trade Commission (the "FTC") enforcement
powers to impose and seek civil penalties, consumer redress, injunctive relief
and other remedies upon advertisers and advertising agencies which disseminate
prohibited advertisements. Advertising agencies such as TMP are subject to
liability under the FTC Act if the agency actively participates in creating the
advertisement, and knew or had reason to know that the advertising was false or
deceptive. In the event that any advertising created by us was found to be
false, deceptive or misleading, the FTC Act could potentially subject us to
liability. The fact that the FTC has recently brought several actions charging
deceptive advertising via the Internet, and is actively seeking new cases
involving advertising via the Internet, indicates that the FTC Act could pose a
somewhat higher risk of liability to the advertising distributed via the
Internet. The FTC has never brought any actions against us.
DIVIDEND POLICY. We currently intend to retain earnings, if any, to support
our growth strategy and do not anticipate paying dividends on our stock for the
foreseeable future. Payment of dividends on our stock is also restricted by our
financing agreement.
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USE OF PROCEEDS
TMP will not receive any proceeds from the sale of shares of TMP stock by
the selling stockholders.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our stock. We currently
anticipate that all future earnings will be retained by TMP to support our
growth strategy. Accordingly, we do not anticipate paying cash dividends on our
stock for the foreseeable future. The payment of any future dividends will be at
the discretion of our Board of Directors and will depend upon, among other
things, future earnings, operations, capital requirements, our general financial
condition, contractual restrictions and general business conditions. Our
financing agreement prohibits the payment of dividends on our stock.
PRICE RANGE OF COMMON STOCK
Our stock is quoted on the Nasdaq National Market under the ticker symbol
"TMPW." The stock was initially offered to the public on December 12, 1996 at
$14.00 per share. The following table sets forth for the periods indicated the
high and low reported sale prices per share for our stock as reported by Nasdaq.
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31, 1999 HIGH LOW
- --------------------------------------------------------------------------- --------- ---------
<S> <C> <C>
First Quarter (through March 15, 1999)..................................... $ 69.88 $ 39.00
<CAPTION>
YEAR ENDED DECEMBER 31, 1998 HIGH LOW
- --------------------------------------------------------------------------- --------- ---------
<S> <C> <C>
First Quarter.............................................................. $ 32.62 $ 21.62
Second Quarter............................................................. $ 34.88 $ 24.75
Third Quarter.............................................................. $ 39.19 $ 27.88
Fourth Quarter............................................................. $ 42.00 $ 20.50
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997 HIGH LOW
- --------------------------------------------------------------------------- --------- ---------
<S> <C> <C>
First Quarter.............................................................. $ 22.00 $ 12.88
Second Quarter............................................................. $ 24.25 $ 17.00
Third Quarter.............................................................. $ 25.62 $ 19.00
Fourth Quarter............................................................. $ 28.75 $ 15.00
</TABLE>
There were approximately 1,400 stockholders of record of our Common Stock on
March 15, 1999. On March 15, 1999, the last reported sale price of our stock as
reported by Nasdaq was $64.50.
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SELLING STOCKHOLDERS
The following table sets forth information as of March 15, 1999. Except for
shares owned by Andrew J. McKelvey and John R. Gaulding, all of the shares
offered by this prospectus were acquired by the selling stockholders from TMP
pursuant to our acquisition of Stackig, Inc. as of September 30, 1998, of
Recruitment Solutions, Inc. on October 2, 1998, of The Smart Group on November
2, 1998, of The Consulting Group (International) Limited on December 2, 1998 and
of Gem Personnel Select Limited on February 19, 1999. Except for Mr. McKelvey no
selling stockholder owns more than one percent of the outstanding shares of our
stock.
Under the Stock Purchase Agreements relating to our acquisition of each of
Stackig, Inc., The Smart Group, The Consulting Group (International) Limited and
Gem Personnel Select, we agreed to register the shares of TMP stock issued to
the selling stockholders. Our registration of these shares does not necessarily
mean that the selling stockholders will sell all or any of their shares.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF NUMBER OF SHARES
SHARES OWNED SHARES BENEFICIALLY
PRIOR TO REGISTERED OWNED AFTER
SELLING STOCKHOLDER OFFERING HEREIN OFFERING(1)
- ----------------------------------------------------------------- ---------------- ----------- ----------------
<S> <C> <C> <C>
Ann Marie Avellino............................................... 10,115 10,115 0
Gary Gracie...................................................... 2,528 2,528 0
Lindsay Hall..................................................... 10,115 10,115 0
Gary A. Harris................................................... 2,528 2,528 0
William T. Lane.................................................. 10,115 10,115 0
Deborah M. League................................................ 202,230 202,230 0
Timothy R. Letzkus............................................... 2,528 2,528 0
David O. Pogue................................................... 50,561 50,561 0
Dina Punturi-Scherer............................................. 2,528 2,528 0
David C. Swanston................................................ 10,115 10,115 0
Laurence J. Rosenfeld............................................ 202,230 202,230 0
Andrew Hatch..................................................... 98,840 98,840 0
Jeffrey Elletson................................................. 5,202 5,202 0
Andrew J. McKelvey(2)............................................ 10,945,004 250,000 10,695,004
John R. Gaulding................................................. 21,250 10,000 11,250
Peter W. Evans................................................... 241,674 241,674 0
Peter W. Evans and Suzanne Evans (Trustees for Rosie Evans)...... 2,466 2,466 0
Peter W. Evans and Suzanne Evans (Trustees for Tomos Evans)...... 2,466 2,466 0
SunQuest, L.L.C.................................................. 309,702 309,702 0
Ellen Hayes...................................................... 34,569 34,569 0
James Horstcamp.................................................. 23,046 23,046 0
</TABLE>
- ------------------------
(1) Assumes that all shares offered by each selling stockholder are sold in this
offering.
(2) Includes 2,381,000 shares of Class B Common Stock which are convertible, on
a share for share basis, into Common Stock. Each share of Class B Common
Stock has ten votes per share. Also includes 2,000 shares of Common Stock
owned by Mr. McKelvey's wife and 100 shares of Common Stock owned by Mr.
McKelvey's daughter. Mr. McKelvey disclaims beneficial ownership of the
shares owned by his wife. Prior to this Offering, Mr. McKelvey owned all of
the Class B Common Stock and 48.7% of the Common Stock which, collectively,
conferred upon him 60.9% of TMP's total voting power. Assuming that the
shares offered hereby are sold, Mr. McKelvey will still own all of the Class
B Common Stock and 47.1% of the Common Stock, which collectively, will
confer upon him 60.4% of TMP's total voting power.
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<PAGE>
PLAN OF DISTRIBUTION
The selling stockholders may offer their shares at various times in one or
more transactions on the Nasdaq National Market, in special offerings, exchange
distributions, secondary distributions, negotiated transactions, or a
combination of such. They may sell at market prices at the time of sale, at
prices related to the market price or at negotiated prices. The selling
stockholders may use broker-dealers to sell their shares. If this happens,
broker-dealers will either receive discounts or commissions from the selling
stockholders, or they will receive commissions from purchasers of shares for
whom they acted as agents.
LEGAL OPINION
For the purpose of this offering, our outside counsel, Fulbright & Jaworski
L.L.P., New York, New York 10103, is giving its opinion on the validity of the
shares.
EXPERTS
The consolidated financial statements and schedule of the Company
incorporated by reference in this Prospectus have been audited by BDO Seidman,
LLP, independent certified public accountants, and the consolidated financial
statements of Neville Jeffress Australia Pty Limited and subsidiaries
incorporated by reference in this Prospectus have been audited by BDO Nelson
Parkhill, independent auditors, to the extent and for the periods set forth in
their reports incorporated herein by reference, and are incorporated herein in
reliance upon such reports given upon the authority of said firms as experts in
accounting and auditing. The audited consolidated financial statements of M&B
incorporated by reference in this Prospectus have been audited by Pannell Kerr
Forster, independent chartered accountants, as indicated in their report with
respect thereto, and are incorporated herein in reliance upon such report given
upon the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Austin Knight Limited and its
Subsidiaries incorporated by reference in this Prospectus have been audited by
KPMG, independent chartered accountants, to the extent and for the periods set
forth in their report incorporated by reference herein and are included in
reliance upon such report given upon the authority of such firm as experts in
auditing and accounting.
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