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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.2)
TMP WORLDWIDE INC
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(NAME OF ISSUER)
COMMON STOCK
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(TITLE OF CLASS SECURITIES)
872941109
------------------------------------
(CUSIP NUMBER)
December 31, 1998
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENT
VALID OMB CONTROL NUMBER.
SEC 1745(3-98) Page 1 of 11 pages
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CUSIP NO. 74137R101
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Husic Capital Management
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Citizenship or Place of Organization California
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Number of Shares 5. Sole Voting Power 0
Beneficially ------------------------------------------------------------
Owned by Each 6. Shared Voting Power 846,480
Reporting Person ------------------------------------------------------------
With: 7. Sole Dispositive Power 0
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8. Shared Dispositive Power 981,080
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 981,080
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
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11. Percent of Class Represented by Amount in Row (9) 3.64%
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12. Type of Reporting Person (See Instructions)
PN, IA
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SEC 1745 (3-98) Page 2 of 11 pages
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CUSIP NO. 872941109
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Frank J. Husic & Co.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Citizenship or Place of Organization California
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Number of Shares 5. Sole Voting Power 0
Beneficially ------------------------------------------------------------
Owned by Each 6. Shared Voting Power 846,480
Reporting Person ------------------------------------------------------------
With: 7. Sole Dispositive Power 0
------------------------------------------------------------
8. Shared Dispositive Power 981,080
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 981,080
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
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11. Percent of Class Represented by Amount in Row (9) 3.64%
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12. Type of Reporting Person (See Instructions)
CO, HC
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SEC 1745 (3-98) Page 3 of 11 pages
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CUSIP NO. 848927109
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Frank J. Husic
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Citizenship or Place of Organization California
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Number of Shares 5. Sole Voting Power 0
Beneficially ------------------------------------------------------------
Owned by Each 6. Shared Voting Power 846,480
Reporting Person ------------------------------------------------------------
With: 7. Sole Dispositive Power 0
------------------------------------------------------------
8. Shared Dispositive Power 981,080
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 981,080
- --------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
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11. Percent of Class Represented by Amount in Row (9) 3.64%
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12. Type of Reporting Person (See Instructions)
IN, OO (Control Person)
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SEC 1745 (3-98) Page 4 of 11 pages
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Page 5 of 11
Item 1.
(a) Name of Issuer
TMP WORLDWIDE INC.
(b) Address of Issuer's Principal Executive Offices
1633 Broadway, 33rd Floor
New York, New York 10019
Item 2.
(a) Name of Person Filing
This statement is being filed by (i) Husic Capital Management, a
California limited partnership and registered investment adviser
("IA"), (ii) Frank J. Husic and Co., a California corporation
("Corporate G.P.") and (iii) Frank J. Husic ("Shareholder")
(collectively, the "Reporting Persons"). Corporate G.P. controls IA by
virtue of its position as the sole general partner of IA. Shareholder
controls IA by virtue of Shareholder's position as the sole shareholder
of Corporate G.P.
IA's beneficial ownership of the Common Stock is direct as a result of
IA's discretionary authority to buy, sell, and vote shares of such
Common Stock for its investment advisory clients. Corporate G.P.'s
beneficial ownership of Common Stock is indirect as a result of its
control of IA. Shareholder's beneficial ownership of Common Stock is
indirect as a result of Shareholder's stock ownership in Corporate G.P.
The beneficial ownership of the Corporate G.P. and Shareholder is
reported solely because Rule 13d-1(a) and (b) under the Securities
Exchange Act of 1934, as amended, requires any person who is "directly
or indirectly" the beneficial owner of more than five percent of any
equity security of a specified class to file a Schedule 13G within the
specified time period. The answers in blocks 6, 8, 9 and 11 above and
in responses to item 4 by Corporate G.P. and Shareholder are given on
the basis of the "indirect" beneficial ownership referred to in such
Rule, based on the direct beneficial ownership of Common Stock by IA
and the relationship of Corporate G.P. and Shareholder to IA referred
to above.
Information with respect to each Reporting Person is given solely by
the respective Reporting Person, and no Reporting Person undertakes
hereby any responsibility for the accuracy or completeness of such
information concerning any other Reporting Person.
(b) Address of Principal Business office or, if None, Residence
IA's Principal Business Office is located at
Page 5 of 11
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Page 6 of 11
555 California Street, Suite 2900
San Francisco, CA 94104
Corporate G.P.'s Principal Place of Business Office is located at
555 California Street, Suite 2900
San Francisco, CA 94104
Shareholder's Principal Place of Business Office is located at
555 California Street, Suite 2900
San Francisco, CA 94104
(c) Citizenship
IA is a California limited partnership.
Corporate G.P. is a California corporation.
Shareholder is a United States citizen.
(d) Title of Class Securities
Common
(e) CUSIP Number
872941109
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a:
(a) / / Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) / / Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) / / Investment company registered under section 8 of the
Investment Company Act (15 U.S.C. 80a-8).
(e) /X/ An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).
(f) / / An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(ii)(F).
(g) / / A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G).
(h) / / A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) / / A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
Page 6 of 11
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Page 7 of 11
(j) / / Group in accordance with Section 240.13d-1(b)(ii)(J).
Item 4. Ownership
Common Stock:
(a) Amount Beneficially Owned: 981,080
(b) Percent of Class: 3.64%
(c) Number of shares as to which the joint filers have:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 846,080
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose of or to direct the disposition of:
981,080
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class securities, check the following / /.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
IA, a registered investment adviser, Corporate G.P., IA's sole
general partner, and Shareholder, the sole shareholder of
Corporate G.P., have the right or the power to direct the receipt
of dividends from Common Stock, and to direct the receipt of
proceeds from the sale of Common Stock to IA's investment advisory
clients. No single investment advisory client of IA owns more than
5% of the Common Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Corporate G.P. and Shareholder are the equivalent of parent holding
companies for purposes of this Schedule 13G. IA is the equivalent of
Corporate G.P.'s direct subsidiary and Shareholder's indirect
subsidiary, and IA acquired the security being reported on by Corporate
G.P. and Shareholder. IA is a registered investment adviser. See
Exhibit B.
Page 7 of 11
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Page 8 of 11
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification:
(a) The following certification shall be included if the statement is
filed to Section 240.13d-1(b):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired and are held I the ordinary course of business and
were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any
transaction having that purpose or effect.
Page 8 of 11
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Page 9 of 11
SIGNATURE
After reasonable inquiry and to the best knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 31, 1998
Date: February 12, 1999
HUSIC CAPITAL MANAGEMENT
By: Frank J. Husic & Co.
Its: General Partner
By: /s/ Cynthia A. Flaherty
--------------------------------
Cynthia A. Flaherty
Chief Financial Officer
FRANK J. HUSIC & CO.
By: Frank J. Husic & Co.
Its: General Partner
By: /s/ Cynthia A. Flaherty
--------------------------------
Cynthia A. Flaherty
Chief Financial Officer
FRANK J. HUSIC
/s/ Frank J. Husic
------------------------------------
Page 9 of 11
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Page 10 of 11
EXHIBIT A
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities and
Exchange Act of 1934, the members of the group making this joint filing are
identified and classified as follows:
NAME CLASSIFICATION
---- ---------------
Not applicable.
Page 10 of 11
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EXHIBIT B
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1
This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1)
under the Securities and Exchange Act of 1934 (the "Act") by and among the
parties listed below, each referred to herein as a "Joint Filer." The Joint
Filers agree that a statement of beneficial ownership as required by Sections
13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their
behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint
filing may thereafter be amended by further joint filings. The Joint Filers
state that they each satisfy the requirements for making a joint filing under
Rule 13d-1.
December 31, 1998
Dated: February 12, 1999
HUSIC CAPITAL MANAGEMENT
By: Frank J. Husic & Co.
Its: General Partner
By: /s/ Cynthia A. Flaherty
--------------------------------
Cynthia A. Flaherty
Chief Financial Officer
FRANK J. HUSIC & CO.
By: Frank J. Husic & Co.
Its: General Partner
By: /s/ Cynthia A. Flaherty
--------------------------------
Cynthia A. Flaherty
Chief Financial Officer
FRANK J. HUSIC
/s/ Frank J. Husic
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Page 11 of 11
