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.
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, 1999 and 1998
(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
TMP WORLDWIDE INC.
401(K) SAVINGS PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
YEARS ENDED DECEMBER 31, 1999 AND 1998
TMP WORLDWIDE INC.
401(K) SAVINGS PLAN
--------------------------------------------------------------------------------
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
YEARS ENDED DECEMBER 31, 1999 AND 1998
TMP WORLDWIDE INC.
401(K) SAVINGS PLAN
CONTENTS
--------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT 3
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:
Schedule of assets held for investment purposes at end of year 17
Schedule of nonexempt transactions 18
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, 1999
and 1998, 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, 1999 and 1998, 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, 1999 and nonexempt transactions for the
year ended December 31, 1999 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, 1999, 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
December 18, 2001
3
TMP WORLDWIDE INC.
401(K) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
==================================================================================
DECEMBER 31, 1999 1998
----------------------------------------------------------------------------------
ASSETS
INVESTMENTS - AT FAIR VALUE (NOTE 3):
Schwab Money Market Fund $ -- $ 2,194
Mutual funds:
Amcent: 20th Century International Growth 1,354,757 443,711
Baron Asset 1,695,278 854,518
Neuberger & Berman Socially Responsive 304,080 125,377
Neuberger & Berman Partners 1,956,586 3,528,824
Oakmark* 5,390,234 7,501,453
Schwab S&P 500 Investor SHS* 6,199,609 3,713,762
Schwab Smallcap Index 762,851 286,026
Scudder Greater Europe Growth 1,200,538 614,231
Strong Corporate Bond 397,051 253,426
Common/collective trust - Schwab Stable Value Fund* 4,801,744 4,881,901
Common Stock - TMP Worldwide Inc.* 23,423,736 5,997,012
Participant loans 923,842 920,918
----------------------------------------------------------------------------------
TOTAL INVESTMENTS 48,410,306 29,123,353
----------------------------------------------------------------------------------
CASH -- 22,152
----------------------------------------------------------------------------------
RECEIVABLES:
Participants' contributions 308,123 306,000
Employers' contributions 1,022,329 908,523
Amounts due from employer (Note 7) 157,631 43,422
Interest on loans and dividends 6,453 6,603
----------------------------------------------------------------------------------
TOTAL RECEIVABLES 1,494,536 1,264,548
----------------------------------------------------------------------------------
TOTAL ASSETS 49,904,842 30,410,053
LIABILITIES:
Amounts due participants (Note 7) 175,221 46,485
----------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $49,729,621 $30,363,568
==================================================================================
-----------------
* 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, 1999 1998
----------------------------------------------------------------------------------------------------
ADDITIONS:
Investment income:
Net appreciation in fair value of investments
(Note 3) $16,787,860 $ 2,243,438
Interest and dividends 1,445,201 1,668,861
----------------------------------------------------------------------------------------------------
18,233,061 3,912,299
----------------------------------------------------------------------------------------------------
Contributions:
Participants 4,396,712 3,703,199
Employer 1,025,728 919,031
----------------------------------------------------------------------------------------------------
5,422,440 4,622,230
----------------------------------------------------------------------------------------------------
Rollovers in participant balances 414,092 7,175,646
----------------------------------------------------------------------------------------------------
TOTAL ADDITIONS 24,069,593 15,710,175
----------------------------------------------------------------------------------------------------
DEDUCTIONS:
Benefits paid to participants 4,636,110 1,777,680
Administrative expenses 67,430 56,954
----------------------------------------------------------------------------------------------------
TOTAL DEDUCTIONS 4,703,540 1,834,634
----------------------------------------------------------------------------------------------------
NET INCREASE 19,366,053 13,875,541
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 30,363,568 16,488,027
----------------------------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $49,729,621 $30,363,568
====================================================================================================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
5
TMP WORLDWIDE INC.
401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
1. DESCRIPTION OF The following description of the TMP
PLAN 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
for both 1999 and 1998). 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 $222,536
and $154,695 at December 31, 1999 and 1998,
respectively. Forfeitures in the amount of
$16,430 and $27,982 were used to pay the Plan
expenses during the years ended December 31,
1999 and 1998, 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 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.
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 elected early
adoption of SOP No. 99-3 in 1998 and the
accompanying financial statements have been
prepared in accordance with this SOP for all
periods presented.
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.
3. INVESTMENTS During 1999 and 1998, the Plan's investments
(including gains and losses on investments
bought and sold, as well as held during the
year) appreciated in value by $16,787,860 and
$2,243,438, respectively, as follows:
DECEMBER 31, 1999 1998
----------------------------------------------------------
Mutual funds $ 3,557,250 $ (586,227)
Common/collective fund 259,304 188,296
Common stock 12,971,306 2,641,369
----------------------------------------------------------
$ 16,787,860 $ 2,243,438
==========================================================
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 request 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 The funds of the Plan are maintained under a
CUSTODIAN 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.
TMP WORLDWIDE INC.
401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
7. AMOUNTS DUE In order to ensure favorable tax treatment of
PARTICIPANTS AND participant accounts, the Plan must not
AMOUNTS DUE exceed certain maximums for employee elective
FROM EMPLOYER 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, 1999 and 1998, the Plan had
amounts due participants for the current year
excess employee contributions and associated
income adjustments as follows:
1999 1998
--------------------------------------------------------------------
Allowable contribution limit adjustment $ 26,838 $26,715
Allowable contribution limit associated
income adjustment 7,564 7,480
Nondiscrimination HCE contribution
adjustment 117,745 9,602
Nondiscrimination associated income
adjustment 23,074 2,688
--------------------------------------------------------------------
$ 175,221 $46,485
====================================================================
14
TMP WORLDWIDE INC.
401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
================================================================================
At December 31, 1999 and 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:
1999 1998
-----------------------------------------------------------------------
Interest on late remittances $148,029 $33,820
Nondiscrimination NHCE contribution
adjustment 9,602 9,602
-----------------------------------------------------------------------
$157,631 $43,422
=======================================================================
8. NONEXEMPT During the Plan years ended December 31, 1999
TRANSACTIONS WITH and 1998, employee withholdings totaling
PARTY-IN-INTEREST $607,699 and $907,966, respectively, were not
remitted within the appropriate time period.
These transactions constitute prohibited
transactions as defined by ERISA. During 1999
and 1998, the Plan had accrued interest
income of $114,209 and $33,820, respectively,
on such late remittances which were recorded
as increases to amounts due from employer
with an offsetting addition to interest
income.
9. SUPPLEMENTAL During the period from January 1, 1999 to
INFORMATION December 31, 1999, the Plan had no reportable
transactions, 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
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT END OF YEAR
EIN 13-2633092 PLAN NO.: 002
======================================================================================================================
DECEMBER 31, 1999
----------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Description of investment including
Identity of issuer, borrower, maturity date, rate of interest,
lessor or similar party collateral, par or maturity value Cost** Current value
----------------------------------------------------------------------------------------------------------------------
Mutual funds:
Amcent: 20th Century Registered investment company. There
International Growth is no maturity date, rate of
interest, collateral, par or
maturity value. $ 1,354,757
Baron Asset Registered investment company. There
is no maturity date, rate of
interest, collateral, par or
maturity value. 1,695,278
Neuberger & Berman Socially Registered investment company. There
Responsive is no maturity date, rate of
interest, collateral, par or
maturity value. 304,080
Neuberger & Berman Partners Registered investment company. There
is no maturity date, rate of
interest, collateral, par or
maturity value. 1,956,586
Oakmark Registered investment company. There
is no maturity date, rate of
interest, collateral, par or
maturity value. 5,390,234
* Schwab S&P 500 Investor SHS Registered investment company. There
is no maturity date, rate of
interest, collateral, par or
maturity value. 6,199,609
* Schwab Smallcap Index Registered investment company. There
is no maturity date, rate of
interest, collateral, par or
maturity value. 762,851
Scudder Greater Europe Group Registered investment company. There
is no maturity date, rate of
interest, collateral, par or
maturity value. 1,200,538
Strong Corporate Bond Registered investment company. There
is no maturity date, rate of
interest, collateral, par or
maturity value. 397,051
* Common/collective trust - Schwab Registered investment company. There
Stable Value Fund is no maturity date, rate of interest,
collateral, par or maturity value. 4,801,744
* Common stock - TMP Worldwide Inc. Employer Security. Common stock.
$.001 par value. 23,423,736
* Participant loans 5 years, 8%, collateralized by
participant's account balance. 923,842
======================================================================================================================
--------------
* A party-in-interest as defined by ERISA.
** The cost of participant-directed investments is not required to be dislcosed.
17
TMP WORLDWIDE INC.
401(K) SAVINGS PLAN
SCHEDULE OF NONEXEMPT TRANSACTIONS
EIN 13-2633092 PLAN NO.: 002
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YEAR ENDED DECEMBER 31, 1999
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(a) (b) (c) (d) (e) (f) (g)
Description of
transactions
Relationship of including maturity Expense
plan, employer, date, rate of interest incurred
Identity of party or other party- collateral, par or Purchase Selling Lease with
involved in-interest maturity value price price rental transaction
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TMP Worldwide Inc. Plan Sponsor Employee
contribution not
timely remitted
to the Plan $607,699* $- $- $-
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YEAR ENDED DECEMBER 31, 1999
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(a) (h) (i) (j)
Current Net gain or
Identity of party Cost of value of (loss) on each
involved assets asset transaction
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TMP Worldwide Inc.
$- $607,699 $-
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* 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.
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