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, 1998
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.
622 Third Avenue
New York, New York 10017
Financial Statements and Exhibits
(A) Financial Statements:
Financial Statements of TMP Worldwide Inc. 401(k)
Savings Plan for the years ended December 31, 1998 and 1997
(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: __________, 2002 By: /s/
-----------------------------------
Name:
Title:
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
YEARS ENDED DECEMBER 31, 1998 AND 1997
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
===============================================================================
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
YEARS ENDED DECEMBER 31, 1998 AND 1997
1
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
CONTENTS
===============================================================================
3
INDEPENDENT AUDITORS' REPORT
FINANCIAL STATEMENTS:
Statements of net assets available for benefits 4
Statements of changes in net assets available for benefits 5
Notes to financial statements 6-16
SUPPLEMENTAL SCHEDULES:
Line 27a - Schedule of assets held for investment purposes 17
Line 27d - Schedule of reportable transactions 18-19
Line 27e - Schedule of nonexempt transactions 20
2
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 benefits
of TMP Worldwide Inc. 401(k) Savings Plan (the "Plan") as of December 31, 1998
and 1997, and the related statements of changes in net assets available for
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.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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.
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, 1998 and 1997, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes at December 31, 1998, and reportable transactions and
nonexempt transactions for the year ended December 31, 1998 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 as of and for the year ended December 31, 1998,
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
New York, New York
November 30, 2001
3
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
===============================================================================
DECEMBER 31, 1998 1997
----------------------------------------------------------------------- ---------------------- ----------------------
ASSETS
INVESTMENTS - AT FAIR VALUE (NOTE 3):
Schwab Money Market Fund $ 2,194 $ -
Mutual funds:
CIGNA Balanced Account - 1,008,313
CIGNA Charter Guaranteed Long-term - 2,884,994
CIGNA Fidelity Growth Opportunities - 5,523,163
CIGNA Charter Large Company Stock Index - 2,022,919
CIGNA Lifetime 20 - 194,326
CIGNA Lifetime 30 - 203,253
CIGNA Lifetime 40 - 337,071
CIGNA Lifetime 50 - 252,131
CIGNA Lifetime 60 - 114,564
Amcent: 20th Century International Growth 443,711 -
Baron Asset 854,518 -
Neuberger & Berman Socially Responsive 125,377 -
Neuberger & Berman Partners* 3,528,824 -
Oakmark* 7,501,453 -
Schwab S&P 500 Investor SHS* 3,713,762 -
Schwab Smallcap Index 286,026 -
Scudder Greater Europe Growth 614,231 -
Strong Corporate Bond 253,426 -
Common/collective trust - Schwab Stable Value Fund* 4,881,901 -
Common Stock - TMP Worldwide Inc.* 5,997,012 2,629,293
Participant loans 920,918 689,506
----------------------------------------------------------------------- ---------------------- ----------------------
TOTAL INVESTMENTS 29,123,353 15,859,533
----------------------------------------------------------------------- ---------------------- ----------------------
CASH 22,152 -
----------------------------------------------------------------------- ---------------------- ----------------------
RECEIVABLES:
Participants' contributions 306,000 -
Employers' contributions 908,523 625,900
Amounts due from employer (Note 7) 43,422 -
Interest on loans and dividends 6,603 2,594
----------------------------------------------------------------------- ---------------------- ----------------------
TOTAL RECEIVABLES 1,264,548 628,494
----------------------------------------------------------------------- ---------------------- ----------------------
TOTAL ASSETS 30,410,053 16,488,027
LIABILITIES:
Amounts due participants (Note 7) 46,485 -
----------------------------------------------------------------------- ---------------------- ----------------------
NET ASSETS AVAILABLE FOR BENEFITS $30,363,568 $16,488,027
======================================================================= ====================== ======================
-----------------
* Represents 5% or more of the net assets available for benefits.
======================================================================= ====================== ======================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
4
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
===============================================================================
YEAR ENDED DECEMBER 31, 1998 1997
----------------------------------------------------------------------- ---------------------- ----------------------
ADDITIONS:
Investment income:
Net appreciation in fair value of investments (Note 3) $ 2,243,438 $ 3,250,904
Interest and dividends 1,668,861 191,727
----------------------------------------------------------------------- ---------------------- ----------------------
3,912,299 3,442,631
----------------------------------------------------------------------- ---------------------- ----------------------
Contributions:
Participants 3,703,199 1,859,326
Employer 919,031 625,900
----------------------------------------------------------------------- ---------------------- ----------------------
4,622,230 2,485,226
----------------------------------------------------------------------- ---------------------- ----------------------
Rollovers in participant balances 7,175,646 803,157
----------------------------------------------------------------------- ---------------------- ----------------------
TOTAL ADDITIONS 15,710,175 6,731,014
----------------------------------------------------------------------- ---------------------- ----------------------
DEDUCTIONS:
Benefits paid to participants 1,777,680 1,310,860
Administrative expenses 56,954 29,085
----------------------------------------------------------------------- ---------------------- ----------------------
TOTAL DEDUCTIONS 1,834,634 1,339,945
----------------------------------------------------------------------- ---------------------- ----------------------
NET INCREASE 13,875,541 5,391,069
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 16,488,027 11,096,958
----------------------------------------------------------------------- ---------------------- ----------------------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $30,363,568 $16,488,027
======================================================================= ====================== ======================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
5
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
===============================================================================
1. DESCRIPTION OF PLAN The following description of the TMP
Worldwide Inc. 401(k) 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,
1997 and that amendment permitted all
matching contributions by the Plan to be
made in shares of the corporation's common
stock. A restatement and amendment of the
Plan was adopted effective April 1, 1998,
and that amendment revised the eligibility
requirement to one year of service with
1,000 hours of employment and provided
that the employer may make discretionary
non-elective contributions and profit
sharing contributions. The first amendment
was effective July 1, 1998, and that
amendment added a participating employer
and waived the service requirement for
certain employees of the new participating
employer. The second amendment was
effective January 1, 1999, and that
amendment modified the definition of
compensation to exclude stock option
proceeds. The third amendment was
effective April 1, 1998, and that
amendment prevented the employer match
stock source from being used as a source
for participant loans.
6
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.
As of April 1, 1998, the Plan was revised
to allow eligible employees to enter the
Plan upon completion of one year of
service (a twelve month period of at least
1,000 employment hours). 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.
7
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) ($10,000 and $9,500 for 1998 and
1997, respectively). 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). The
employer may make discretionary
non-elective contributions which are
allocated in the same ratio as each
participant's compensation bears to the
total compensation of all participants for
the Plan year.
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. 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).
8
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
===============================================================================
FORFEITURES
Forfeitures of terminated participants'
nonvested accounts are used to pay the
Plan expenses and any excess is applied as
a reduction to the otherwise required
employer matching contribution,
discretionary non-elective contribution or
profit sharing contributions. 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.
Forfeited invested accounts totaled
$154,695 and $25,498 at December 31, 1998
and 1997, respectively. Forfeitures in the
amount of $27,982 and $7,792 were used to
pay the Plan expenses during the years
ended December 31, 1998 and 1997,
respectively.
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.
9
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.
PARTICIPANT 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.
ADMINISTRATIVE EXPENSES
Certain administrative expenses of the
Plan are paid by the Plan Administrator.
10
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
===============================================================================
2. ACCOUNTING POLICIES BASIS OF ACCOUNTING
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.
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.
INVESTMENT VALUATION AND INCOME
RECOGNITION
Investments are stated at fair value,
which is determined by reference to quoted
market prices, except for participant
loans which are stated at cost plus
accrued interest, which approximates their
fair value. Unrealized appreciation or
depreciation of investments is reflected
in the financial statements.
11
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
NOTES TO 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.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
RECLASSIFICATIONS
Certain reclassifications have been made
to the prior period's financial statements
amounts to conform to the current period's
presentation.
3. INVESTMENTS During 1998 and 1997, the Plan's
investments (including gains and losses on
investments bought and sold, as well as
held during the year) appreciated in value
by $2,243,438 and $3,250,904,
respectively, as follows:
DECEMBER 31, 1998 1997
----------------------------------------- ------------------- ------------------
Mutual funds $ (586,227) $1,997,812
Common/collective fund 188,296 -
Common stock 2,641,369 1,253,092
----------------------------------------- ------------------- ------------------
$2,243,438 $3,250,904
========================================= =================== ==================
4. INCOME TAX STATUS The Internal Revenue Service has
determined and informed the Plan
Administrator, in a letter dated May 8,
1995, that the Plan is qualified and the
trust established under the Plan is
tax-exempt under the appropriate sections
of the Internal Revenue Code ("IRC").
Although the Plan has been amended since
receiving the determination letter, the
Plan Administrator believes that the Plan
is designed and is currently being
operated in compliance with the applicable
requirements of the IRC and will obtain a
new determination letter. Issues have been
identified that will require corrections;
the Plan Administrator is currently
addressing such issues and expects them to
be resolved with no effect on the Plan's
tax-exempt status. Therefore, no provision
for income taxes has been included in the
Plan's financial statements.
12
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
===============================================================================
5. TRUSTEE AND CUSTODIAN The funds of the Plan are maintained under
a Trust with CG Trust Company until March
31, 1998 and the Charles Schwab Trust
Company, thereafter, as Trustee. The
duties and authority of the Trustee are
defined in the related Trust Agreement.
The Connecticut General Life Insurance
Company ("CIGNA") was the appointed
Custodian of the Plan until March 31,
1998. Effective April 1, 1998, the
Custodian of the Plan has changed from
CIGNA to Charles Schwab Retirement Plan
Services. The duties of the Custodian have
remained the same as they were under
CIGNA. 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). The Custodian
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.
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.
13
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
===============================================================================
7. AMOUNTS DUE In order to ensure favorable tax treatment
PARTICIPANTS AND of participant accounts, the Plan must not
AMOUNTS DUE FROM exceed certain maximums for employee
EMPLOYER elective contributions and employer
matching contributions of highly
compensated employees as defined in the
IRC. The Plan must take appropriate
actions and make corrective distribution
of excess contributions or make additional
contributions to the accounts of
non-highly compensated employees if IRC
requirements are not met. The Plan's
nondiscrimination contribution testing
resulted in an adjustment to employee
contributions, as well as associated
income by means of refunds to highly
compensated employees ("HCE") with a
one-on-one contribution to non-highly
compensated employees ("NHCE"). The Plan
allows participants to contribute up to
15% of their compensation into the Plan.
The contribution rate for certain
participants exceeded the allowable
contribution limit resulting in
adjustments to employee contributions, as
well as associated income by means of
refunds to participants. At December 31,
1997, the Plan had no amounts due to
participants or amounts due from employer.
At December 31, 1998, the Plan had amounts
due participants for the current year
excess employee contributions and
associated income adjustments as follows:
--------------------------------------------------------- ----------------------
Allowable contribution limit adjustment $26,715
Allowable contribution limit associated income
adjustment 7,480
Nondiscrimination HCE contribution adjustment 9,602
Nondiscrimination associated income adjustment 2,688
--------------------------------------------------------- ----------------------
$46,485
========================================================= ======================
14
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
===============================================================================
At December 31, 1998, the Plan had amounts
due from employer for the current year
interest accrual on late remittances (see
Note 8) and corrective employer
contributions as follows:
-------------------------------------------------------------------------------
Interest on late remittances $33,820
Nondiscrimination NHCE contribution adjustment 9,602
-------------------------------------------------------------------------------
$43,422
===============================================================================
8. NONEXEMPT TRANSACTIONS During the Plan year ended December 31,
WITH PARTY-IN-INTEREST 1998, employee withholdings for the months
of January, March, April and September
totaling $907,966 were not remitted within
the appropriate time period. These
transactions constitute prohibited
transactions as defined by ERISA. The Plan
has accrued interest income of $33,820 on
such late remittances which was recorded
as an increase to amounts due from
employer with an offsetting addition to
interest income.
9. SUPPLEMENTAL INFORMATION During the period from January 1, 1998 to
December 31, 1998, the Plan had no lease
commitments, obligations or leases in
default as defined by ERISA.
15
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
===============================================================================
10. SUBSEQUENT EVENTS The restatement of the Plan that was
adopted effective April 1, 1998 was
further amended as follows: The fourth
amendment was effective January 1, 2000,
and that amendment permitted to merge six
qualified retirement plans maintained by
entities that have been acquired by TMP,
permitted early retirement at the age of
fifty-five with 100% vesting, reduced
service requirement for eligibility to
three months with certain exception for
employees of the entities acquired by TMP
and identified protected benefits. The
fifth amendment was effective January 1,
2000, and that amendment excluded
severance pay from the definition of
compensation, recognized service with
certain entities acquired by TMP and
provided that outstanding residential
loans transferred from a merging plan may
be repaid over 30 years. The sixth
amendment was effective September 1, 2000,
and that amendment protected the vesting
schedule and in-service distribution
options for participants of a merging
plan. The seventh amendment was effective
October 1, 2000, and that amendment
protected the vesting schedule for
participants of a merging plan. The eighth
amendment was effective October 1, 2000,
and that amendment recognized service with
certain entities acquired by TMP. The
ninth amendment was effective February 1,
2001, and that amendment recognized
service with certain entities acquired by
TMP and identified protected benefits. The
tenth amendment was effective January 1,
2001, and that amendment modified the
method of crediting service to elapsed
time for eligibility and vesting features,
determined entry dates as the first day of
the month following the date a participant
meets eligibility requirements, permitted
participants to modify elective deferral
rates at any time that is effective as
soon as administratively feasible and
limited the number of outstanding loans
per participant to two. The eleventh
amendment was effective June 1, 2001, and
that amendment permitted certain qualified
retirement plans maintained by entities
that have been acquired by TMP to merge
into the Plan, recognized service with
such entities and identified protected
benefits. The twelfth amendment was
effective May 1, 2001, and that amendment
recognized service with entities that have
been acquired by TMP. A restatement and
amendment of the Plan was adopted
effective August 1, 2001 with no
significant changes to the Plan.
16
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
LINE 27a -SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
EIN 13-2633092 PLAN NO.: 002
===============================================================================
-------------------------------------------------------------------------------
DECEMBER 31, 1998
-------- --------------------------- ------------------------------------------- ----------------- ------------------
(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
-------- --------------------------- ------------------------------------------- ----------------- ------------------
* Schwab Money Market Fund Money market fund. $ 2,194 $ 2,194
Mutual funds:
Amcent: 20th Century Registered investment company. There is
International Growth no maturity date, rate of interest,
collateral, par or maturity value. 445,961 443,711
Baron Asset Registered investment company. There is
no maturity date, rate of interest,
collateral, par or maturity value. 800,919 854,518
Neuberger & Berman Registered investment company. There is
Socially Responsive no maturity date, rate of interest,
collateral, par or maturity value. 122,029 125,377
Neuberger & Berman Registered investment company. There is
Partners no maturity date, rate of interest,
collateral, par or maturity value. 3,846,800 3,528,824
Oakmark Registered investment company. There is
no maturity date, rate of interest,
collateral, par or maturity value. 8,983,752 7,501,453
* Schwab S&P 500 Registered investment company. There is
Investor SHS no maturity date, rate of interest,
collateral, par or maturity value. 3,390,856 3,713,762
* Schwab Smallcap Index Registered investment company. There is
no maturity date, rate of interest,
collateral, par or maturity value. 284,906 286,026
Scudder Greater Europe Registered investment company. There is
Group no maturity date, rate of interest,
collateral, par or maturity value. 607,677 614,231
Strong Corporate Bond Registered investment company. There is
no maturity date, rate of interest,
collateral, par or maturity value. 254,503 253,426
* Common/collective trust - Registered investment company. There is
Schwab Stable Value no maturity, rate of interest,
Fund collateral, par or maturity value. 4,707,908 4,881,901
* Common stock - TMP Employer Security. Common stock. $.001
Worldwide Inc. par value.
4,400,779 5,997,012
* Participant loans 5 years, 8%, collateralized by
participant's account balance. - 920,918
======== =========================== =========================================== ================= ==================
--------------
* A party-in-interest as defined by ERISA.
17
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
LINE 27d -SCHEDULE OF REPORTABLE TRANSACTIONS
EIN 13-2633092 PLAN NO.: 002
===============================================================================
YEAR ENDED DECEMBER 31, 1998
---------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
Expense
incurred
Purchase Selling Lease with Cost of
Identity of party involved Description of asset price price rental transaction asset
--------------------------- --------------------------- -------------- -------------- ------------- -------------- --------------
Category (iii) A series of transactions
aggregating in excess
of 5% of the current
value of Plan assets:
CIGNA Balanced Account $ 67,413 $ - $- $- $ 67,413
CIGNA Balanced Account - 1,158,769 - - 821,056
CIGNA Fidelity Growth
Opportunity 804,896 - - - 804,896
CIGNA Fidelity Growth
Opportunity - 6,924,671 - - 4,361,654
CIGNA Charter Guaranteed
Long-Term 1,006,350 - - - 1,006,350
CIGNA Charter Guaranteed
Long-Term - 3,947,985 - - 3,947,985
CIGNA Charter Large
Company Stock
Index 268,735 - - - 268,735
CIGNA Charter Large
Company Stock
Index - 2,582,352 - - 1,574,431
==================================================================================================================================
YEAR ENDED DECEMBER 31, 1998
-----------------------------------------------------------------------------------------------
(b) (h) (i)
Current value
of asset on
transaction Net gain
Identity of party involved Description of asset date (loss)
--------------------------- --------------------------- ---------------------- -----------------
Category (iii) A series of transactions
aggregating in excess
of 5% of the current
value of Plan assets:
CIGNA Balanced Account $ 67,413 $ -
CIGNA Balanced Account 1,158,769 337,713
CIGNA Fidelity Growth
Opportunity 804,896 -
CIGNA Fidelity Growth
Opportunity 6,924,671 2,563,017
CIGNA Charter Guaranteed
Long-Term 1,006,350 -
CIGNA Charter Guaranteed
Long-Term 3,947,985 -
CIGNA Charter Large
Company Stock
Index 268,735 -
CIGNA Charter Large
Company Stock
Index 2,582,352 1,007,921
============================ ============================ ======================== ===============
--------------
There were no category (i), (ii) or (iv) reportable transactions.
18
TMP WORLDWIDE INC.
401(k) SAVINGS PLAN
LINE 27d -SCHEDULE OF REPORTABALE TRANSACTIONS
EIN 13-2633092 PLAN NO.: 002
===============================================================================
YEAR ENDED DECEMBER 31, 1998
---------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
Expense
incurred
Purchase Selling Lease with Cost of
Identity of party involved Description of asset price price rental transaction asset
--------------------------- --------------------------- -------------- -------------- ------------- -------------- --------------
Category (iii) A series of transactions
aggregating in excess
of 5% of the current
value of Plan assets
(continued):
TMP Worldwide Inc. Common Stock $2,244,819 $ - $- $- $2,244,819
TMP Worldwide Inc. Common Stock - 1,504,286 - - 1,469,686
Baron Baron Asset 836,269 - - - 836,269
Baron Baron Asset - 30,678 - - 35,349
Neuberger & Berman Neuberger & Berman
Partners 4,318,108 - - - 4,318,108
Neuberger & Berman Neuberger & Berman
Partners - 426,440 - - 469,308
Oakmark Oakmark 10,946,186 - - - 10,946,186
Oakmark Oakmark - 1,701,276 - - 1,962,434
Schwab Schwab Money Market 687,917 - - - 687,917
Schwab Schwab Money Market - 685,937 - - 685,937
Schwab Schwab S&P 500 4,126,666 - - - 4,126,666
Schwab Schwab S&P 500 - 729,242 - - 735,810
Schwab Schwab Stable Value 5,543,644 - - - 5,543,644
Schwab Schwab Stable Value - 850,039 - - 835,936
--------------------------- --------------------------- -------------- -------------- ------------- -------------- --------------
YEAR ENDED DECEMBER 31, 1998
-----------------------------------------------------------------------------------------------
(b) (h) (i)
Current value
of asset on
transaction Net gain
Identity of party involved Description of asset date (loss)
--------------------------- --------------------------- ---------------------- -----------------
Category (iii) A series of transactions
aggregating in excess
of 5% of the current
value of Plan assets
(continued):
TMP Worldwide Inc. Common Stock $2,244,819 $ -
TMP Worldwide Inc. Common Stock 1,504,286 34,600
Baron Baron Asset 836,269 -
Baron Baron Asset 30,678 (4,671)
Neuberger & Berman Neuberger & Berman
Partners 4,318,108 -
Neuberger & Berman Neuberger & Berman
Partners 426,440 (42,868)
Oakmark Oakmark 10,946,186 -
Oakmark Oakmark 1,701,276 (261,158)
Schwab Schwab Money Market 687,917 -
Schwab Schwab Money Market 685,937 -
Schwab Schwab S&P 500 4,126,666 -
Schwab Schwab S&P 500 729,242 (6,568)
Schwab Schwab Stable Value 5,543,644 -
Schwab Schwab Stable Value 850,039 14,103
==================================================================================================
--------------
There were no category (i), (ii) or (iv) reportable transactions.
19
TMP WORLDWIDE INC.
401(K) SAVINGS PLAN
LINE 27e -SCHEDULE OF NONEXEMPT TRANSACTIONS
EIN 13-2633092 PLAN NO.: 002
===============================================================================
YEAR ENDED DECEMBER 31, 1998
---------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
Description of
Relationship of transactions including Expense
plan, employer, maturity date, rate of incurred
Identity of party or other interest, collateral, Purchase Selling Lease with
involved party-in-interest par or maturity value price price rental transaction
----------------------------------------------------------------------------------------------------------------------------------
TMP Worldwide Inc. Plan Sponsor Employee contribution
not timely remitted
to the Plan $907,966* $- $- $-
===================================================================================================================================
YEAR ENDED DECEMBER 31, 1998
---------------------------------------------------------------------------------------------------------------------------------
(a) (h) (i) (j)
Net gain or
Current (loss) on
Identity of party Cost of value of each
involved assets assets transaction
-------------------------------------------------------------------------------------------------------
TMP Worldwide Inc. $ - $907,966 $ -
=======================================================================================================
--------------
* This represents total amount of contributions that have been
withheld from employees, but not remitted into trust by the Plan
sponsor within the prescribed time limits.
20