Jul 21, 1997: TMP Worldwide Files Public Offering

Portion of Proceeds to be Used to Acquire Austin Knight,
A Large Global Recruitment Advertising Network

New York, N.Y., July 21, 1997 -- TMP Worldwide (NASDAQ: TMPW) announced today that it has filed a registration statement with the Securities and Exchange Commission (SEC) for a proposed underwritten public offering of 4.0 million shares.

Of the 4.0 million shares, 2.4 million are new shares and are part of a follow on offering to the company's IPO which occurred in December 1996 at $14 per share. The remaining 1.6 million shares are being offered for sale by TMP stockholders including 1.2 million shares from the company's chairman and CEO, Andrew McKelvey. McKelvey and certain other sellers will repay to the company approximately $12 million in loans, clearing up outstanding debts. Post-offering there will be 25,984,882 shares outstanding with 13,587,541 Class B Shares held by McKelvey (91.6% of the combined voting power of the company).

P>Proceeds from the sale of shares by the company in the offering as well as from loan repayment by certain sellers will be used to repay debt resulting from TMP's acquisition program including debt to be incurred in connection with the proposed acquisition of Austin Knigh, a large global recruitment advertising network headquartered in the United Kingdom. Morgan Stanley Dean Witter is the lead manager of the offering and Goldman, Sachs & Co., BT Securities Corporation, Montgomery Securities and Ladenburg Thalmann & Co. Inc. are co-managers.

Founded in 1967, TMP Worldwide is the world's largest yellow page and one of the world's largest recruitment advertising agencies with more than 2,200 employees in 11 countries. TMP's clients include more than 70 of the Fortune 100 and more than 240 of the Fortune 500 companies. The company's Internet offerings include The Monster Board, the premier career center on the World Wide Web; Online Career Center, the Internet's earliest career site; MedSearch, the primary online "help. wanted" service for the health care industry; and Be the Boss, a leading provider of information on franchise opportunities.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

Special Note

The above statements include forward-looking statements based on current management expectations. Factors that could cause future results to differ from these expectations include the following: risks associated with acquisitions, competition and seasonality. Additional factors are described in the company's reports filed with the Securities and Exchange Commission.

The Monster Board is a registered trademark of TMP Worldwide. Online Career Center, MedSearch and Be The Boss are service marks of TMP