<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTON 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FEE REQUIRED
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 NO FEE REQUIRED
For the transition period from _____________ to ______________
Commission file number: 000-21571
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
TMP Worldwide Inc.
TMP Worldwide Inc. 401(k) Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
TMP Worldwide Inc.
1633 Broadway, 33rd Floor
New York, New York 10019
<PAGE>
Financial Statements and Exhibits
(A) Financial Statements:
Financial Statements of TMP Worldwide Inc. 401(k)
Savings Plan for the years ended December 31, 1997 and 1996
(B) Exhibits:
23.1 Consent of BDO Seidman, LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, TMP
Worldwide Inc. has duly caused this Annual Report to be signed on its behalf by
the undersigned hereunto duly authorized.
TMP Worldwide Inc.
TMP Worldwide Inc. 401(k) Savings Plan
Dated: __________, 2000 By: /s/
-----------------------------------
Name:
Title:
<PAGE>
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
YEARS ENDED DECEMBER 31, 1997 AND 1996
<PAGE>
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
YEARS ENDED DECEMBER 31, 1997 AND 1996
1
<PAGE>
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
INDEPENDENT AUDITORS' REPORT 3-4
FINANCIAL STATEMENTS:
Statements of net assets available for plan benefits 5
Statements of changes in net assets available for plan benefits 6
Notes to financial statements 7-16
SUPPLEMENTAL SCHEDULES:
Form 5500 - Item 27a - Schedule of assets held for investment purposes 17-18
Form 5500 - Item 27d - Schedule of reportable transactions 19
</TABLE>
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustee of the
TMP Worldwide Inc.
401(k) Savings Plan
New York, New York
We have audited the accompanying statements of net assets available for plan
benefits of TMP Worldwide Inc. 401(k) Savings Plan (the "Plan") as of December
31, 1997 and 1996, and the related statements of changes in net assets available
for plan benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
Except as explained in the following paragraph, 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
audits provide a reasonable basis for our opinion.
As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, investment assets held by CIGNA, the custodian of the
Plan, and transactions in those assets were excluded from the scope of our audit
of the Plan's 1996 financial statements, except for comparing the information
provided by the custodian, which is summarized in Note 5, with the related
information included in the financial statements.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the Plan's financial statements as
of December 31, 1996. The form and content of the information included in the
1996 financial statements, other than that derived from the information
certified by the custodian, have been audited by us and, in our opinion, are
presented in compliance with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974.
3
<PAGE>
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997, and the changes in its net assets available for benefits for
the year then ended, in conformity with generally accepted accounting
principles.
Our audit of the Plan's financial statements as of and for the year ended
December 31, 1997, was made for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audit of
the basic financial statements for the year ended December 31, 1997, and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ BDO Seidman, LLP
Certified Public Accountants
New York, New York
October 18, 1999
4
<PAGE>
<TABLE>
<CAPTION>
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
DECEMBER 31, 1997 1996
----------------------------------------------------------------------- ---------------------- ----------------------
ASSETS
Investments - at fair value (Note 3) $15,170,027 $10,131,618
----------------------------------------------------------------------- ---------------------- ----------------------
RECEIVABLES:
Loans receivable from participants (Note 1) 689,506 405,389
Employer contribution receivable 625,900 557,357
Other 2,594 2,594
----------------------------------------------------------------------- ---------------------- ----------------------
TOTAL RECEIVABLES 1,318,000 965,340
----------------------------------------------------------------------- ---------------------- ----------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $16,488,027 $11,096,958
----------------------------------------------------------------------- ---------------------- ----------------------
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
5
<PAGE>
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997 1996
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ADDITIONS:
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments (Note 3) $ 3,250,904 $ 883,669
Interest and dividends 191,727 184,276
Rollovers in participant balances (Note 1) 803,157 -
-----------------------------------------------------------------------------------------------------
4,245,788 1,067,945
-----------------------------------------------------------------------------------------------------
Contributions:
Participant (Note 1) 1,859,326 1,884,557
Employer (Note 1) 625,900 557,357
-----------------------------------------------------------------------------------------------------
2,485,226 2,441,914
-----------------------------------------------------------------------------------------------------
TOTAL ADDITIONS 6,731,014 3,509,859
-----------------------------------------------------------------------------------------------------
DEDUCTIONS:
Deductions from net assets attributed to:
Participant withdrawals 1,310,860 1,094,811
Administrative expenses 29,085 28,971
-----------------------------------------------------------------------------------------------------
TOTAL DEDUCTIONS 1,339,945 1,123,782
-----------------------------------------------------------------------------------------------------
INCREASE IN NET ASSETS 5,391,069 2,386,077
NET ASSETS AVAILABLE FOR PLAN BENEFITS, BEGINNING OF YEAR 11,096,958 8,710,881
-----------------------------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, END OF YEAR $16,488,027 $11,096,958
-----------------------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
6
<PAGE>
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. DESCRIPTION OF The following description of the TMP Worldwide Inc. 401(k)
PLAN Savings Plan and its related Trust arrangement
(collectively, the "Plan") is provided for general
information purposes only. Participants should refer to the
current Plan agreement for a complete description of the
Plan's provisions.
The Plan was adopted as of January 1, 1992 by McKelvey
Enterprises, Inc. (formerly Telephone Marketing Programs,
Inc., which has since changed its name to TMP Worldwide Inc.
("TMP")) for the benefit of its eligible employees and the
eligible employees of any other organization designated by
TMP's Board of Directors. The Plan was amended twice during
1992. The first amendment was effective January 1, 1992,
altering the Plan's vesting rules, and effective July 1,
1992, altering the eligibility rules. The second amendment
was effective October 1, 1992 and that amendment permitted
TMP to extend the coverage of the Plan to employees of
organizations not considered an affiliate. The Plan was
amended effective October 1, 1996 and that amendment
permitted all matching contributions by the Plan to be made
in shares of the corporation's common stock.
7
<PAGE>
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
GENERAL
The Plan is a defined contribution plan and provides for
elective contributions on the part of the participating
employees and for employer matching contributions. The Plan
extends coverage to each employee of the participating
employers, except those employees covered by a collective
bargaining agreement where the agreement does not
specifically provide for the participation in the Plan of
the employees subject to that bargaining agreement. As of
February 1, 1992 and April 1, 1992, the first two Plan entry
dates, any eligible employee had to have completed one year
of service (a twelve-month period of at least 1,000
employment hours) to enter the Plan. Subsequently, the Plan
was revised to allow eligible employees to enter the Plan
beginning each calendar quarter following their completion
of one hour of service. The Plan designates TMP as the Plan
administrator (the "Plan Administrator"). The Plan
Administrator shall be responsible for the operations of the
Plan in accordance with prevailing government requirements.
The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA") and
provisions of the Internal Revenue Code of 1986 as pertains
to plans intended to qualify under Section 401(a) of that
Code.
8
<PAGE>
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
CONTRIBUTIONS
Participating employees have the option to make elective
contributions of up to 15% of their compensation, subject to
the limit of Internal Revenue Code Section 402(g) ($9,500
for 1997 and 1996). Participating employers shall make a
matching contribution equal to the elective contribution,
but not more than 2% of each contributing employee's
compensation. The employer's matching contribution shall be
made in shares of the corporation's common stock. A
participating employee who makes an elective contribution,
however, is only eligible for an employer matching
contribution for the Plan year (the calendar year) if the
employee is employed by the employer on the last day of such
year. Notwithstanding the employment requirement, the Plan
provides that an employer matching contribution shall be
made to a sufficient number of non highly-compensated
employees who have been terminated during the Plan year as
may be necessary to satisfy the requirements of Internal
Revenue Code Section 410(b).
PARTICIPANTS' ACCOUNTS
Each participant's account is credited with the elective
contributions made by that participant and employer matching
contributions for which that participant is eligible. The
participating employees direct the investment of the
contributions credited to their account into one or more of
the investment funds which have been made available to them.
The funds are the CIGNA Balanced Account, CIGNA Charter
Guaranteed Long-Term Account, CIGNA Separate Account
Fidelity Growth Opportunities, CIGNA Charter Large Company
Stock Index, CIGNA Lifetime 20 Fund, CIGNA Lifetime 30 Fund,
CIGNA Lifetime 40 Fund, CIGNA Lifetime 50 Fund, CIGNA
Lifetime 60 Fund, and TMP Common Stock. Each participant's
account will be credited with its share of the net
investment earnings of the funds in which that account is
invested. The benefits to which a participant is entitled is
the amount that can be provided from the participant's
vested account. The Plan also accepts rollover contributions
(i.e., amounts which can be rolled over into a tax qualified
plan from another employer's qualified plan).
9
<PAGE>
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
FORFEITURES
Forfeitures of terminated participants' nonvested accounts
are applied as a reduction to the otherwise required
employer matching contribution. Forfeitures occur in a Plan
year when a terminated participant receives the vested
portion of their account or, if earlier, upon the occurrence
of six consecutive one-year breaks in service. If the
terminated participant resumes employment before six
consecutive one-year breaks in service, the amount that the
participant forfeited will be reinstated with, under certain
circumstances, investment earnings.
VESTING
The portion of a participant's account attributed to
elective contributions and rollover contributions is
nonforfeitable at all times. Vesting (i.e., nonforfeitable
rights to the portion of a participant's account arising
from employer matching contributions) is based upon the
number of years of service, with a year generally being a
Plan year in which the participant accumulates at least
1,000 employment hours. Vesting starts with the completion
of two years of service at the rate of 40% and increases 20%
for each subsequent year until full vesting is achieved with
five or more years. Notwithstanding the number of years of
service, a participant is considered fully vested at the
normal retirement age of sixty-five, in the event of death,
or should the participant incur a disability which is
considered to be total and permanent. The Plan provides
special vesting rules with regard to any benefits a
participant may have from a plan that was merged into the
TMP Worldwide Inc. 401(k) Savings Plan.
Effective July 1, 1992, a participant who was eligible to
enter the Plan as of February 1, 1992 with less than one
year of service as of that date automatically received an
additional year of service if that individual remained in
the employment of a participating employer as of December
31, 1992.
10
<PAGE>
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
PAYMENT OF BENEFITS
Benefits are generally payable in the form of a lump sum
following a participant's termination of employment or
death. The portion of a participant's account attributed to
benefits from a merged plan, however, is subject to specific
rules. Provision is also made for a participant to request a
withdrawal of all or a portion of the participant's account
attributed to elective contributions after the attainment of
age 59-1/2. Further, upon the showing of substantial
hardship, and in accordance with specific rules set forth in
the Plan concerning hardship withdrawals, a participant may
withdraw that portion of their account attributed to the
remaining employer matching contributions that have vested
and the amount of elective deferrals which have not
previously been withdrawn.
PARTICIPANTS' LOANS
In general, a participant may borrow an amount not exceeding
the lesser of $50,000 or 50% of the vested portion of their
account.
If the proceeds of the loan are to be applied to the
purchase of a dwelling which will be used as a principal
residence of the participant, the repayment period shall be
as agreed upon by the Plan Administrator and the borrowing
participant. If the proceeds of the loan are used for any
other purpose, the repayment of the loan must be made within
five years. Interest will be charged at an annual rate which
is comparable to a commercial rate for a similar type of
loan. Principal and interest payments will be due at a
frequency no longer than quarterly and, with respect to
employees, will be made by payroll deductions.
The loans are collateralized by the participants' interest
in their accounts.
11
<PAGE>
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
2. ACCOUNTING BASIS OF ACCOUNTING
POLICIES
The financial statements of the Plan have been prepared on
the accrual method of accounting.
USE OF ESTIMATES
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, liabilities, and changes therein, and
disclosures of contingent assets and liabilities. Actual
results could differ from those estimates.
INVESTMENTS
The Plan's investments are stated at their current value,
which is determined using quoted market prices, if
available.
RECENT ACCOUNTING PRONOUNCEMENT
In September 1999, the Accounting Standards Executive
Committee issued Statement of Position ("SOP") No. 99-3,
"Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters".
SOP No. 99-3 simplifies disclosures for certain investments.
It eliminates the requirement for a defined contribution
plan to present Plan investments by general type for
participant directed investments in the statement of net
assets available for plan benefits, to disclose participant
directed investment programs and the number of units and net
asset value per unit, and to disclose benefit responsive
investment contracts by investment fund option. It also
requires disclosure of nonparticipant directed investments
that represent 5 percent or more of net assets available for
Plan benefits. SOP No. 99-3 is effective for financial
statements for Plan years ending after December 15, 1999.
The Plan has elected early adoption of SOP No. 99-3 and the
accompanying financial statements have been prepared in
accordance with this SOP.
12
<PAGE>
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
VALUATION OF INVESTMENTS AND INCOME RECOGNITION
The Plan's investments are stated at fair value, which is
determined by reference to quoted market prices. Unrealized
appreciation or depreciation of investments is reflected in
the financial statements.
Purchases and sales of securities are recorded on a
trade-date basis. Interest income is recorded on the accrual
basis. Dividends are recorded on the ex-dividend date.
Interest and dividends are presented as a component of the
net appreciation in fair value of investments.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
3. INVESTMENTS Investments at December 31, 1997 and 1996 are comprised of
the following:
<TABLE>
<CAPTION>
<S> <C> <C>
DECEMBER 31, 1997 1996
--------------------------------------------- ---------------- -----------------
CIGNA Balanced Account* $ 1,008,313 $ 843,919
CIGNA Charter Guaranteed Long-term* 2,884,994 2,728,690
CIGNA - Separate Account - Fidelity Growth
Opportunities* 5,523,163 3,847,583
CIGNA Charter Large Company Stock Index* 2,022,919 1,305,784
CIGNA Lifetime 20 Fund 194,326 62,238
CIGNA Lifetime 30 Fund 203,253 55,625
CIGNA Lifetime 40 Fund 337,071 51,918
CIGNA Lifetime 50 Fund 252,131 18,085
CIGNA Lifetime 60 Fund 114,564 100,469
TMP Common Stock* 2,629,293 1,117,307
--------------------------------------------- ---------------- -----------------
$15,170,027 $10,131,618
--------------------------------------------- ---------------- -----------------
</TABLE>
* Exceeds 5% of Plan assets.
13
<PAGE>
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
During 1997 and 1996, the Plan's
investments (including gains and losses on
investments bought and sold, as well as
held during the year) appreciated in value
by $3,250,904 and $883,669, respectively,
as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
DECEMBER 31, 1997 1996
----------------------------------------- ------------------- ------------------
Mutual funds $1,997,812 $774,129
Common stock 1,253,092 109,540
----------------------------------------- ------------------- ------------------
$3,250,904 $883,669
----------------------------------------- ------------------- ------------------
</TABLE>
4. INCOME TAX The Internal Revenue Service has determined and
STATUS informed TMP Worldwide, Inc. by a letter dated May
8, 1995 that the Plan and related trust are
designed in accordance with applicable sections of
the Internal Revenue Code, and hence the Plan is
exempt from taxation. The Plan has been amended
since receiving the determination letter. However,
the Plan administrator and the Plan's tax counsel
believe that the Plan is currently designed and
being operated in compliance with the applicable
requirements of the Code. Therefore, they believe
that the Plan was qualified and the related trust
was tax-exempt as of the financial statement date.
5. TRUSTEE AND The funds of the Plan are maintained under a Trust
CUSTODIAN with Andrew J. McKelvey as Trustee. The duties and authority
of the Trustee are defined in the related Trust Agreement.
The Connecticut General Life Insurance Company ("CIGNA") has
been appointed the Custodian of the Plan. The duties of the
Custodian include administration of the trust fund
(including income therefrom) at the direction of the
Trustee, and the payment of benefits and loans to plan
participants and the payment of expenses incurred by the
Plan in accordance with instructions from the Plan
Administrator and Trustee (with the option given to
participants to individually direct the investment of their
interest in the Plan). CIGNA is also responsible for the
maintenance of the individual participant records and to
render statements to the participants as to their interest
in the Plan.
14
<PAGE>
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
In connection with the instructions of the Plan
Administrator, the following information as of and for the
year ended December 31, 1996 was not subject to examination
by the independent auditors, except for comparing the
information to the related information in the financial
statements. This information was certified by CIGNA, the
Custodian of the Plan, as being a complete reflection of the
books and records of the Plan.
<TABLE>
<CAPTION>
<S> <C>
-----------------------------------------------------------------
Cash and investments $10,131,618
Net investment income 184,276
-----------------------------------------------------------------
</TABLE>
6. TERMINATION Although it has not expressed any intent to do so, each
participating employer has the right under the Plan to
discontinue its contributions at any time and to terminate
its participation in the Plan, subject to the provisions of
ERISA. If the Plan is fully or partially terminated, all
amounts credited to the affected participants' accounts will
become fully vested.
Upon termination, the Plan Administrator shall take steps
necessary to have the assets of the Plan distributed among
the affected participants.
7. MAXIMUM
CONTRIBUTION In order to ensure favorable tax treatment of participant
accounts, the Plan must not exceed certain maximums for
employee elective contributions and employer matching
contributions of highly compensated employees as defined in
the Internal Revenue Code. Any excess contributions, at the
discretion of the Plan Administrator, may be refunded to the
affected employees by March 15 of the following year. Due to
Plan participants was $-0- at December 31, 1997 and 1996.
8. SUBSEQUENT
EVENT Effective April 1, 1998, the Custodian of the Plan has
changed from CIGNA to the Charles Schwab Retirement Plan
Services. The duties of the Custodian have remained the same
as they were under CIGNA (see Note 5).
15
<PAGE>
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
9. SUPPLEMENTAL During the period from January 1, 1997 to December 31, 1997,
INFORMATION the Plan had no lease commitments, obligations or leases in
default, as defined by ERISA.
10 YEAR 2000 Like other plans, the Plan could be adversely affected if
ISSUE (UNAUDITED) the computer systems it or the Custodian uses do
not properly process and calculate date-related information
and data from the period surrounding and including
January 1, 2000. This is commonly known as the "Year 2000"
issue. Although the Plan has implemented, through the
Company, a plan to modify its business technologies to be
ready for the year 2000, it cannot fully assess the
completeness of its or the Custodian's plans with respect to
this issue and what, if any, impact the lack of completeness
with respect to these plans or the impact of this issue with
respect to non-computer systems and devices could have on
the Plan's operations.
16
<PAGE>
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
FORM 5500 - ITEM 27a - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES
EIN 13-2633092 PLAN NUMBER: 002
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DECEMBER 31, 1997
-------- --------------------------- ------------------------------------------- ----------------- ----------------
(a) (b) (c) (d) (e)
Identity of issuer, Description of investment including
borrower, lessor or maturity date, rate of interest,
similar party collateral, par or maturity value Cost Current value
-------- --------------------------- ------------------------------------------- ----------------- ----------------
<S> <C> <C> <C>
* CIGNA Balanced Account, equity/fixed income
fund. There is no maturity date, rate
of interest, collateral, par or
maturity value. $ 753,643 $ 1,008,313
* CIGNA Chtr. Guaranteed Long-term Account, fixed
income fund, 7.05%. There is no
maturity date, collateral, par or
maturity value. 2,884,994 2,884,994
* CIGNA Separate Account - Fidelity Growth
Opportunities, equity fund. There is
no maturity date, rate of interest,
collateral, par or maturity value. 3,556,758 5,523,163
* CIGNA Chtr. Large Co. Stock Index Account,
equity fund. There is no maturity
date, rate of interest, collateral,
par or maturity value. 1,305,697 2,022,919
* CIGNA Lifetime 20 Fund. There is no maturity
date, rate of interest, collateral,
par or maturity value. 175,972 194,326
* CIGNA Lifetime 30 Fund. There is no maturity
date, rate of interest, collateral,
par or maturity value. 180,516 203,253
* CIGNA Lifetime 40 Fund. There is no maturity
date, rate of interest, collateral,
par or maturity value. 293,109 337,071
-------------------------------------------------------------------------------------------------------------------
</TABLE>
-----------------------
Note: In column (a), place an asterisk (*) on the line of each identified
person known to be a party-in-interest to the Plan. Include all loans
that were renegotiated during the Plan year. Also, explain what steps
have been taken or will be taken to collect overdue amounts for each
loan listed.
17
<PAGE>
<TABLE>
<CAPTION>
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
FORM 5500 - ITEM 27a - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES
EIN 13-2633092 PLAN NUMBER: 002
- --------------------------------------------------------------------------------
DECEMBER 31, 1997
-------- --------------------------- ------------------------------------------- ----------------- ------------------
(a) (b) (c) (d) (e)
Identity of issuer, Description of investment including
borrower, lessor or maturity date, rate of interest,
similar party collateral, par or maturity value Cost Current value
-------- --------------------------- ------------------------------------------- ----------------- ------------------
<S> <C> <C> <C>
* CIGNA Lifetime 50 Fund. There is no maturity
date, rate of interest, collateral,
par or maturity value. $ 221,981 $ 252,131
* CIGNA Lifetime 60 Fund. There is no maturity
date, rate of interest, collateral,
par or maturity value. 93,712 114,564
* TMP Worldwide Inc. TMP Common stock. $.001 par value. 1,651,802 2,629,293
-------- --------------------------- ------------------------------------------- ----------------- ------------------
$11,118,184 $15,170,027
-------- --------------------------- ------------------------------------------- ----------------- ------------------
* Participant loans Loans due from participants of the plan,
receivable 5 years, 8%, participant's account
balance. There is no par or maturity
value. $ - $ 689,506
-------- --------------------------- ------------------------------------------- ----------------- ------------------
</TABLE>
- ------------------------
Note: In column (a), place an asterisk (*) on the line of each identified
person known to be a party-in-interest to the Plan. Include all loans
that were renegotiated during the Plan year. Also, explain what steps
have been taken or will be taken to collect overdue amounts for each
loan listed.
18
<PAGE>
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
FORM 5500 - ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
EIN: 13-2633092 PLAN NUMBER: 002
- --------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
--------------------------- ----------------------- -------------- --------------- ---------- -------------- --------------- ----
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Expense Current value
incurred of asset on
Purchase Selling Lease with Cost of transaction
Identity of party involved Description of asset price price rental transaction asset date Net gain
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Series of transactions:
CIGNA Balanced Fund - CIGNA $ 302,263 $ - $- $- $302,263 $302,263 $ -
CIGNA Balanced Fund - CIGNA - 297,402 - - 227,967 297,402 69,435
CIGNA Fidelity Growth
Opportunities 1,407,874 - - - 1,407,874 1,407,874 -
CIGNA Fidelity Growth
Opportunities - 908,763 - - 620,874 908,763 287,889
CIGNA Chtr. Guaranteed
Long-Term 628,239 - - - 628,239 628,239 -
CIGNA Chtr. Guaranteed
Long-Term - 635,685 - - 635,685 635,685 -
CIGNA Chtr. Large Co. Stock
Index - CIGNA 639,309 - - - 639,309 639,309 -
CIGNA Chtr. Large Co. Stock
Index - CIGNA - 388,283 - - 260,458 388,283 127,825
TMP Worldwide, Inc. TMP Common Stock 895,114 - - - 895,114 895,114 -
TMP Worldwide, Inc. TMP Common Stock - 640,493 - - 470,158 640,493 170,335
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</TABLE>
19
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
TMP Worldwide Inc.
401(k) Savings Plan
New York, New York
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of the Registration Statement on Form S-8 (No. 333-17743)
of our report dated October 18, 1999, relating to the financial statements of
TMP Worldwide Inc. 401(k) Savings Plan (the "Plan"), appearing in the Plan's
Annual Report on Form 11-K for the year ended December 31, 1997.
/s/ BDO SEIDMAN, LLP
New York, New York
March 31, 2000
