TMP Worldwide, Inc.
Ticker:TMPW 1633 Broadway, 33rd Floor
Exchange:NASDAQ-National Market New York, New York 10019
Industry:Service (212) 977-4200

Type of Shares:Common Shares Filing Date:9/23/96
U.S. Shares:3,840,000 Offer Date:12/12/96
Non-U.S. Shares:960,000 Filing Range:$13.50 - $15.50
Primary Shares:4,147,437 Offer Price:$14.00
Secondary Shares:652,563 Gross Spread:$0.98
Offering Amount: $69,600,000 Selling:$0.58
Expenses:$1,800,000 Reallowance:$0.10
Shares Out After: -

ManagerTierPhone
Morgan Stanley & Co. IncorporatedLead Manager (212) 703-4797
Donaldson, Lufkin & Jenrette Securities Corp.Co-manager (212) 504-4525
Ladenburg, Thalmann & Co. Inc.Co-manager (212) 940-0100

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$123.91$70.66$57.46Assets:$278.65
Net Income:$3.02$0.12$1.46Liabilities:$295.50
EPS:$0.15$0.01$0.08Equity:-$16.85

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
TMP Worldwide Inc. is a marketing services, communications and technology company that provides comprehensive, individually tailored advertising services. These services include, development of creative content, media planning, production and placement of corporate advertising, market research, direct marketing and other ancillary services and products. The company is the world's largest yellow page advertising agency and, the company believes, one of the world's largest recruitment advertising agencies. In 1995, the company began marketing Internet-based services as extensions of its core business and has become a growing provider of Internet content. The company offers advertising programs to more than 17,000 clients, including more than 70 of the Fortune 100 and more than 240 of the Fortune 500 companies.

Use of Proceeds
The proceeds from the proposed offering will be used for the repayment of certain indebtedness and to redeem preferred stock.

Last updated: 12/22/96

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