<Page>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 7, 2001

REGISTRATION NO. 333-61400
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------

POST-EFFECTIVE
AMENDMENT NO. 1
ON FORM S-3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------

TMP WORLDWIDE INC.
(Exact name of registrant as specified in its charter)

<Table>

DELAWARE 13-3906555
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
</Table>

------------------------------

622 THIRD AVENUE
NEW YORK, NEW YORK 10017
(212) 351-7000

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------------

ANDREW J. MCKELVEY
CHAIRMAN OF THE BOARD AND CEO
TMP WORLDWIDE INC.
622 THIRD AVENUE
NEW YORK, NEW YORK 10017
(212) 351-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------

Copies of all communications, including all communications sent to the agent for
service, should be sent to:

GREGG BERMAN, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
------------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. / /
- ------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
- ------------------

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
- ------------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------

CALCULATION OF REGISTRATION FEE*

<Table>
<Caption>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE REGISTRATION FEE

Common Stock, $.001 par value per share...... 1,564,115 $53.38 $83,492,459 $20,874(2)
</Table>

* The registrant hereby files this Post Effective Amendment No. 1 on Form S-3
to Registration Statement on Form S-1 to amend such registration statement
and pursuant to Rule 429 also amends its registration statement on Form S-1
(File No. 333-52330). A total of 6,897,533 shares were originally registered
on such registration statement for which the registrant paid a registration
fee equal to $122,915.

(1) The price estimated in accordance with Rule 457(c) under the Securities Act
of 1933, as amended, solely for the purpose of calculating the registration
fee and is $53.38, the average of the high and low prices of the Common
Stock of TMP Worldwide Inc. as reported by the Nasdaq Stock Market on
May 18, 2001.
(2) Previously paid.
------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<Page>
* EXPLANATORY NOTE:

This post-effective amendment relates to a previously filed registration
statement which was declared effective. This post-effective amendment updates
certain information which was contained in the registration statement. It does
not register additional shares.
<Page>
SUBJECT TO COMPLETION, DATED SEPTEMBER 7, 2001

TMP WORLDWIDE INC.
4,355,792 SHARES OF COMMON STOCK

------------------------

The stockholders of TMP Worldwide Inc. ("TMP" or the "Company") listed in
this prospectus are offering and selling an aggregate of 4,355,792 shares of
TMP's common stock under this prospectus. These selling stockholders obtained
their shares of TMP stock in connection with TMP's acquisitions of companies
owned by these selling stockholders. TMP will not receive any part of the
proceeds from the sale by the selling stockholders.

------------------------

The selling stockholders may offer their TMP stock through public or private
transactions, on or off the United States exchanges, at prevailing market prices
or at privately negotiated prices.

TMP Worldwide Inc.'s common stock trades on the Nasdaq National Market under
the ticker symbol "TMPW." On September 4, 2001, the closing sale price of one
share of TMP's stock was $43.21.

------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN FACTORS
THAT YOU SHOULD CONSIDER BEFORE YOU INVEST IN THE SHARES BEING SOLD WITH THIS
PROSPECTUS.

---------------------

THE TMP STOCK OFFERED OR SOLD UNDER THIS PROSPECTUS HAS NOT BEEN APPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR
HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

------------------------

The date of this Prospectus is , 2001.
<Page>
TABLE OF CONTENTS

<Table>
<Caption>
PAGE
--------

Our Company................................................. 3

Special Note Regarding Forward-Looking Information.......... 7

Risk Factors................................................ 7

Use of Proceeds............................................. 15

Dividend Policy............................................. 15

Selling Stockholders........................................ 16

Plan of Distribution........................................ 31

Legal Opinion............................................... 32

Experts..................................................... 32

Where You Can Find More Information......................... 33

Incorporation of Certain Documents by Reference............. 33
</Table>

2
<Page>
OUR COMPANY

THE FOLLOWING SUMMARY SHOULD BE READ IN CONJUNCTION WITH THE OTHER
INFORMATION CONTAINED AND INCORPORATED BY REFERENCE IN THIS PROSPECTUS. AS USED
IN THIS PROSPECTUS, "GROSS BILLINGS" REFERS TO BILLINGS FOR ADVERTISING PLACED
ON THE INTERNET, JOB POSTINGS PLACED ON OUR CAREER WEB SITES AND IN NEWSPAPERS,
ADVERTISEMENTS PLACED IN TELEPHONE DIRECTORIES FOR OUR CLIENTS, AND ASSOCIATED
FEES FOR RELATED SERVICES AND FEES FOR SEARCH, SELECTION AND TEMPORARY
CONTRACTING SERVICES. WE EARN COMMISSIONS BASED ON A PERCENTAGE OF THE BILLING
FOR MEDIA ADVERTISING PURCHASED IN TRADITIONAL MEDIA AS WELL AS ON THIRD PARTY
WEB SITES AT A RATE ESTABLISHED BY THE RELATED PUBLISHER AND ASSOCIATED FEES FOR
RELATED SERVICES. AS A RESULT, THE TRENDS IN OUR GROSS BILLINGS DIRECTLY AFFECT
OUR COMMISSIONS AND FEES.

ALL AMOUNTS WITH RESPECT TO THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30,
2001 AND 2000, AND WITH RESPECT TO THE YEAR ENDED DECEMBER 31, 2000 REFERRED TO
BELOW REFLECT THE AMOUNTS DISCLOSED IN OUR MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND OUR CONSOLIDATED FINANCIAL
STATEMENTS IN OUR FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000 OR QUARTERLY
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS IN OUR FORM 10-Q FOR THE QUARTER
ENDED JUNE 30, 2001 INCORPORATED BY REFERENCE HEREIN UNLESS OTHERWISE INDICATED.
"WE", "US" AND "OUR," WHEN USED IN THIS PROSPECTUS, REFER TO TMP WORLDWIDE INC.
AND ITS SUBSIDIARIES.

DURING THE PERIOD OF JANUARY 1, 2001 THROUGH MARCH 31, 2001, WE CONSUMMATED
MERGERS WITH THE FOLLOWING COMPANIES (THE "FIRST QUARTER 2001 MERGERS") IN
TRANSACTIONS THAT PROVIDED FOR THE EXCHANGE OF ALL OF THE OUTSTANDING STOCK OF
EACH ENTITY FOR A TOTAL OF 1,193,339 SHARES OF TMP COMMON STOCK AND ACCOUNTED
FOR AS POOLINGS OF INTEREST:

<Table>
<Caption>
NUMBER OF
ENTITY BUSINESS SEGMENT ACQUISITION DATE SHARES ISSUED
- ------ ---------------------------- ---------------- -------------

JWG ASSOCIATES, INC............... ADVERTISING & COMMUNICATIONS MARCH 1, 2001 809,558
MANAGEMENT SOLUTIONS, INC......... ERESOURCING MARCH 30, 2001 383,781
</Table>

DURING THE PERIOD OF APRIL 1, 2001 THROUGH JUNE 30, 2001, WE CONSUMMATED
MERGERS WITH THE FOLLOWING COMPANIES (THE "SECOND QUARTER 2001 MERGERS,"
COLLECTIVELY, WITH THE FIRST QUARTER 2001 MERGERS, THE "FIRST HALF 2001
MERGERS") IN TRANSACTIONS THAT PROVIDED FOR THE EXCHANGE OF ALL OF THE
OUTSTANDING STOCK OF EACH ENTITY FOR A TOTAL OF 2,277,587 SHARES OF TMP COMMON
STOCK AND WERE ACCOUNTED FOR AS POOLINGS OF INTERESTS:

<Table>
<Caption>
NUMBER OF
ENTITY BUSINESS SEGMENT ACQUISITION DATE SHARES ISSUED
- ------ ---------------------------- ---------------- -------------

THE DEFINITIVE GROUP, LTD............ ERESOURCING MAY 25, 2001 507,568
HAYDEN & ASSOCIATES, INC............. ERESOURCING MAY 30, 2001 353,448
CORNELL TECHNICAL SERVICES, INC...... ERESOURCING MAY 31, 2001 308,566
THE HAMEL GROUP, INC................. ADVERTISING & COMMUNICATIONS JUNE 29, 2001 120,814
FASTWEB, INC......................... INTERACTIVE JUNE 29, 2001 987,191
</Table>

CONSEQUENTLY, OUR QUARTERLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS HAVE
BEEN RETROACTIVELY RESTATED AS OF DECEMBER 31, 2000 AND FOR THE THREE AND SIX
MONTHS ENDED JUNE 30, 2000 TO REFLECT THE FIRST HALF 2001 MERGERS, AS IF THE
COMBINING COMPANIES HAD BEEN CONSOLIDATED FOR THE 2000 PERIOD. HOWEVER, BECAUSE
THESE MERGERS WERE NOT MATERIAL, THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE
THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2000 AND AS OF DECEMBER 31, 2000
AND 1999 INCORPORATED BY REFERENCE HEREIN HAVE NOT BEEN RESTATED TO REFLECT THE
FIRST HALF 2001 MERGERS.

Founded in 1967, TMP Worldwide Inc., now with more than 9,500 employees in
32 countries, is the online recruitment leader, the world's largest Recruitment
Advertising agency network and one of the world's largest Executive Search and
Executive Selection agencies. TMP, headquartered in New York, is also the parent
company of Monster.com-Registered Trademark- (www.monster.com), the leading
global career portal on the Web, the world's largest Yellow Pages advertising
agency, and a provider of direct marketing services. The

3
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Company's clients include more than 90 of the Fortune 100 and more than 480 of
the Fortune 500 companies.

Job seekers look to manage their careers through us by posting their resumes
on Monster.com, by searching Monster.com's database of over 485,000 paid job
postings, either directly or through the use of customized job search agents,
and by utilizing our extensive career resources. In addition, employers who are
our clients, look to us to help them find the right employee, whether they are
searching for an entry level candidate or a CEO, which we refer to as our
"Intern to CEO" strategy. We believe the Internet offers a substantial
opportunity for us to grow our revenue. We believe our growth will primarily
come from strengthening our leadership position in the online recruitment
market, which is estimated by Forrester Research to grow from $1.2 billion in
2000 to $7.2 billion in 2005, with additional revenue growth opportunities from
the executive search market, which is expected to grow from $7.1 billion in 2001
to $15.0 billion in 2005 and the selection and temporary contracting market,
which is expected to reach $160 billion in 2001, according to estimates from a
report by the Staffing Industry Analysts, Inc. Our strategies to address this
opportunity are to:

- continue to promote the Monster.com brand through online and traditional
advertising, aggressive marketing programs and select alliances or
affiliations

- leverage our more than 5,300 client service, marketing and creative
personnel to expand Monster.com and

- continue to pursue strategic acquisitions.

OUR SERVICES

MONSTER.COM. Monster.com (http://www.monster.com), the flagship brand of
our Internet properties, is the nucleus of our "Intern to CEO" strategy and the
leader in the online recruitment market. To demonstrate this, in July 2001:

- I/PRO reported that Monster.com attracted more than 26 million visitors
who spent an average of over 15 minutes per visit.

- Media Metrix reported that 7.8% of the U.S. Internet population visited
Monster.com and that an average of 33.3 unique pages were viewed by each
visitor.

- Based on Media Metrix statistics, Monster.com reported a power ranking of
259.7 (reach of 7.8 multiplied by average page views of 33.3), compared to
42.1 for its closest competitor and 154.7 for all 10 of its competitors
combined.

We believe that the power ranking is significant because, by taking into
account reach and page views, it indicates Monster.com's recognition by and
usefulness to job seekers. As a result, through Monster.com, our clients have
access to over 10 million unique resumes in a database that is growing by an
average of more than 20,000 resumes daily. To attract job seekers to
Monster.com, we continue to refine and refresh the site by introducing
value-added features. For example, we have 7.3 million job search agents, which
allow our job seekers to express their specific job preferences and receive
e-mail notification of job matches, and 15.2 million My Monster job seeker
accounts, which allow job seekers to manage their careers online. We believe our
clients have recognized the value of online recruitment, as evidenced by the
more than 430,000 paid job postings currently on Monster.com. We have also
recently introduced ChiefMonster.com, an exclusive marketplace within
Monster.com, that pre-screens applicants for senior-level executive positions
(VP and above) and allows approved executives to have access to the website.
Once approved, these executives can explore a comprehensive selection of
high-quality senior-level opportunities online, set up a sophisticated personal
profile, search opportunities and take advantage of uniquely targeted career
strategy content pertaining to the latest industry and salary trends.

4
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We continually look for ways to drive and retain site traffic. To that end,
in December 1999, we entered into a content and marketing agreement with America
Online, Inc. ("AOL") whereby, for the payment of $100 million, Monster.com is
the exclusive provider for four years in the United States and Canada of career
search services to over 27 million AOL users across seven AOL brands: AOL, AOL
Canada, Compuserve, ICQ, AOL.com, Netscape and Digital City. We believe that
this agreement will continue to increase traffic and attract new users to
Monster.com. We also have customized Monster.com, in both local language and
content, in 20 countries outside the United States. Currently, such local
versions of Monster.com operate in the United Kingdom, Australia, Canada (French
and English), the Netherlands, Belgium, New Zealand, Singapore, Hong Kong,
France, Germany, Ireland, Spain, Luxembourg, India, Italy, Sweden, Norway,
Finland, Denmark and Switzerland. For the six months ended June 30, 2001,
Monster.com generated approximately $278.3 million in gross billings and
$275.4 million in commissions and fees.

MONSTERMOVING.COM. Monstermoving(sm).com (http://www.monstermoving.com) is
one of the world's largest and most effective online marketplaces for relocation
information and services, mortgage lender information and moving-related
decision support tools. Its strategy is to change the way people move by
leveraging the power of the Internet to provide the relocation resources needed
to successfully manage all stages of the relocation process. In addition,
Monstermoving.com offers access to a comprehensive array of moving-related
services and relocation tools, designed to reduce the time, cost and stress
associated with moving. For the six months ended June 30, 2001, commissions and
fees from Monstermoving(sm).com were $7.2 million.

Our total Interactive gross billings and Interactive commissions and fees
for the six months ended June 30, 2001 were $372.4 million and $333.3 million,
respectively, reflecting the inclusion from Monster.com, Monstermoving.com and
the Interactive related services of our Advertising & Communications Division,
our eResourcing clients, as well as from our Directional Marketing clients,
which were $16.6 million, $30.7 million and $3.3 million, respectively.

ADVERTISING & COMMUNICATIONS. We prospect talent for our clients through
traditional and interactive recruiting programs that sell, market and brand
employers to job seekers searching for entry level to management positions. We
provide a broad range of recruitment advertising and retention services
including:

- planning and producing recruitment advertising campaigns,

- media research, planning and buying in both traditional media and on the
Internet,

- planning and executing on-campus recruitment programs,

- designing, developing and delivering effective project management
solutions improving the speed and efficiency of the hiring process, and

- developing employee communications strategies allowing employees to
actively participate in the employer's corporate vision.

ERESOURCING (FORMERLY REFERRED TO AS SELECTION & TEMPORARY
CONTRACTING). The mid-market selection business fills a critical niche in our
"Intern to CEO" strategy by finding for our clients those professionals, below
the CEO level, who typically earn between $50,000 and $150,000 and possessing
the set of skills outlined by our clients. We believe that Monster.com is an
excellent resource for serving this market and we are building a large database
of mid-market resumes. We have also identified a suite of products geared toward
this market which seek to predict whether a candidate will be successful in a
given role. Temporary contracting supplements our selection services. We place
employees, ranging from executives to clerical workers, in temporary situations
for as little as one day to over 12 months. Contractors can be used for
emergency support or to complement the skills of a client's own staff. Temporary
contracting can also be linked to our selection services with the client using a
"try before you buy" strategy.

5
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EXECUTIVE SEARCH. We offer an advanced and comprehensive range of executive
search services aimed at finding the appropriate executive for our clients. Our
executive search service identifies senior executives who typically earn in
excess of $150,000 annually. We entered the executive search field in 1998
because recruitment and online advertising traditionally did not target the
senior executive candidate. We have recently launched ChiefMonster.com, an
extension of the Monster brand, that pre-screens applicants for senior-level
executive positions and allows approved executives to access the website. We
believe that the posting of opportunities on ChiefMonster.com streamlines the
advertising process, shortens the hiring cycle and reduces the expenses
associated with executive recruitment.

DIRECTIONAL MARKETING (FORMERLY REFERRED TO AS YELLOW PAGE ADVERTISING). We
develop directional marketing programs for national accounts, which are clients
who sell products or services in multiple markets. According to the Yellow Page
Publishers Association, the national accounts segment of the U.S. yellow page
advertising market was approximately $2.0 billion in 2000. During the period of
1990 through 2000, the market grew at a compound annual rate of approximately
6.0%. Yellow page advertising is a complex process involving the creation of
effective imagery and message, and the development of media plans which evaluate
approximately 6,000 yellow page directories, of which our larger accounts
utilize over 3,000 directories. Coordinating the placement of advertisements in
this number of directories requires an extensive effort at the local level, and
our directional marketing sales, marketing and customer service staff of
approximately 990 people provides an important competitive advantage in
marketing and executing yellow page advertising programs.

We take a proactive approach to yellow page advertising by undertaking
original research on the efficacy of the medium, and by working to quantify the
effectiveness of individual advertising campaigns. We also have a rigorous
quality assurance program designed to ensure client satisfaction. We believe
that this program has enabled us to maintain a yellow page client retention
rate, year to year, in excess of 95%.

For the six months ended June 30, 2001 and the year ended December 31, 2000,
respectively, our total gross billings were $1,363.0 million and
$2,479.3 million, total commissions and fees were $760.8 million and
$1,291.7 million, net income was $25.5 million and $56.9 million, and EBITDA was
$78.2 million and $156.4 million.

Our executive offices are located at 622 Third Avenue, New York, New York
10017. Our telephone number is (212) 351-7000 and our Internet address is
http://www.tmpw.com.

6
<Page>
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This prospectus includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. You can identify these forward-looking statements by our
use of the words "believes," "anticipates," "plans," "expects," "may," "will,"
"would," "intends," "estimates," and similar expressions, whether in the
negative or affirmative. We cannot guarantee that we actually will achieve these
plans, intentions or expectations. Actual results or events could differ
materially from the plans, intentions and expectations disclosed in the
forward-looking statements we make. We have included important factors in the
cautionary statements in this prospectus, particularly under the heading "Risk
Factors" that we believe could cause our actual results to differ materially
from the forward-looking statements that we make. The forward-looking statements
do not reflect the potential impact of any future acquisitions, mergers or
dispositions. We do not assume any obligation to update any forward-looking
statement we make.

RISK FACTORS

BEFORE YOU INVEST IN OUR COMMON STOCK, YOU SHOULD BE AWARE THAT THERE ARE
VARIOUS RISKS, INCLUDING THOSE DESCRIBED BELOW. YOU SHOULD CONSIDER CAREFULLY
THESE RISK FACTORS TOGETHER WITH ALL OF THE OTHER INFORMATION INCLUDED IN THIS
PROSPECTUS AND INFORMATION INCORPORATED BY REFERENCE IN THIS PROSPECTUS BEFORE
YOU DECIDE TO PURCHASE SHARES OF OUR COMMON STOCK.

WE MAY NOT BE ABLE TO MANAGE OUR GROWTH

Our business has grown rapidly in recent periods, both internally and
through acquisitions. This growth of our business has placed a significant
strain on our management and operations. Our expansion has resulted, and is
expected in the future to result, in substantial growth in the number of our
employees. In addition, this growth is expected to result in increased
responsibility for both existing and new management personnel and incremental
strain on our existing operations, financial and management information systems.
Our success depends to a significant extent on the ability of our executive
officers and other members of senior management to operate effectively both
independently and as a group. If we are not able to manage existing or
anticipated growth, our business, financial condition and operating results will
be materially adversely affected.

WE FACE RISKS ASSOCIATED WITH OUR STRATEGY OF EXPANSION THROUGH ACQUISITION

We expect that we will continue to grow, in part, by acquiring businesses.
The success of this strategy depends upon several factors, including:

- our ability to identify and acquire businesses on a cost-effective basis;

- our ability to integrate acquired personnel, operations, products and
technologies into our organization effectively;

- our ability to retain and motivate key personnel and to retain the clients
of acquired firms; and

- our ability to use our stock to pay for acquisitions.

We cannot assure you that financing for acquisitions will be available on
terms we find acceptable, or that we will be able to identify or consummate new
acquisitions, or manage and integrate our recent or future expansions
successfully. Any inability to do so would materially adversely affect our
business, financial condition and operating results. In addition, we have
frequently used our stock as consideration for acquisitions. We cannot assure
you that our common stock will remain at a price at which it can be used as
consideration without diluting existing stockholders or that potential
acquisitions will continue to view our stock attractively. We also cannot assure
you that we will be able to sustain the rates of growth that we have experienced
in the past.

7
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OUR SUCCESS DEPENDS ON THE VALUE OF OUR BRANDS

Our success depends on our brands and their value. We have expended, and
expect to continue to expend, significant amounts to establish our brand names
particularly Monster.com-Registered Trademark-. Our business would be adversely
affected if we were unable to adequately protect brand names such as
Monster.com-Registered Trademark- and, if the merger with HotJobs.com, Ltd. is
consummated, HotJobs.com. We are also susceptible to others imitating our
products, particularly Monster.com-Registered Trademark-, and infringing our
intellectual property rights. We may not be able to successfully protect our
intellectual property rights, upon which we are materially dependent. In
addition, the laws of many foreign countries do not protect intellectual
property rights to the same extent as the laws of the United States. Imitation
of our products, or infringement of our intellectual property rights could
diminish the value of our brands or otherwise adversely affect our business.

WE FACE RISKS RELATING TO DEVELOPING TECHNOLOGY, INCLUDING THE INTERNET

The market for Internet products and services is characterized by rapid
technological developments, frequent new product introductions and evolving
industry standards. The emerging character of these products and services and
their rapid evolution will require our continuous improvement in performance,
features and reliability of our Internet content, particularly in response to
competitive offerings. We cannot assure that we will be successful in responding
quickly, cost effectively and sufficiently to these developments. In addition,
the widespread adoption of new Internet technologies or standards could require
us to make substantial expenditures to modify or adapt our websites and
services. This could affect our business, financial condition and operating
results.

The online recruiting market is still young and rapidly evolving. The
adoption of online recruiting and job seeking, particularly among those
companies that have historically relied upon traditional recruiting methods,
requires the acceptance of a new way of conducting business, exchanging
information, advertising and applying for jobs. Many of our potential customers
have little or no experience using the Internet as a recruiting tool, and only
select segments of the job-seeking population have experience using the Internet
to look for jobs. There can be no assurance that companies will continue to
allocate portions of their budgets to Internet-based recruiting or that job
seekers will use online job seeking methods. As a result, we cannot be sure that
we will be able to effectively compete with traditional recruiting and job
seeking methods. If Internet-based recruiting does not remain widely accepted or
if we are not able to anticipate changes in the on-line recruiting market, our
business, results of operations and financial condition could be materially
adversely affected.

New Internet services or enhancements which we have offered or may offer in
the future may contain design flaws or other defects that could require
expensive modifications or result in a loss of client confidence. Any disruption
in Internet access or in the Internet generally could have a material adverse
effect on our business, financial condition and operating results. Slower
response times or system failures may also result from straining the capacity of
our software, hardware or network infrastructure. To the extent that we do not
effectively address any capacity constraints or system failures, our business,
results of operations and financial condition could be materially and adversely
affected.

Trends that could have a critical impact on our success include:

- rapidly changing technology in online recruiting;

- evolving industry standards, including both formal and de facto standards
relating to online recruiting;

- developments and changes relating to the Internet;

- evolving government regulations;

- competing products and services that offer increased functionality; and

- changes in employer and job seeker requirements.

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WE ARE VULNERABLE TO INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS BROUGHT AGAINST
US BY OTHERS

Successful intellectual property infringement claims against us could result
in monetary liability or a material disruption in the conduct of our business.
We cannot be certain that our products, content and brand names do not or will
not infringe valid patents, copyrights or other intellectual property rights
held by third parties. We expect that infringement claims in our markets will
increase in number as more participants enter the markets. We may be subject to
legal proceedings and claims from time to time relating to the intellectual
property of others in the ordinary course of our business. If we were found to
have infringed the intellectual property rights of a third party, we could be
liable to that party for license fees, royalty payments, profits or damages, and
the owner of the intellectual property might be able to prevent us from using
the technology or software in the future. If the amount of these payments were
significant or we were prevented from incorporating certain technology or
software into our products, our business could be materially adversely affected.

We may incur substantial expenses in defending against these third party
infringement claims, regardless of their merit. As a result, due to the
diversion of management time, the expense required to defend against any claim
and the potential liability associated with any lawsuit, any significant
litigation could have a material adverse effect on our business and results of
operations.

COMPUTER VIRUSES MAY CAUSE OUR SYSTEMS TO INCUR DELAYS OR INTERRUPTIONS

Computer viruses may cause our systems to incur delays or other service
interruptions and could damage our reputation and have a material adverse effect
on our business, financial condition and operating results. The inadvertent
transmission of computer viruses could expose us to a material risk of loss or
litigation and possible liability. Our system's continuing and uninterrupted
performance is critical to our success. Customers and job seekers may become
dissatisfied by any system failure that interrupts our ability to provide our
services to them, including failures affecting our ability to serve Web page
requests without significant delay to the viewer. Sustained or repeated system
failures would reduce the attractiveness of our solutions to customers and job
seekers and result in reduced traffic or contract terminations, fee rebates and
makegoods, thereby reducing revenues. Moreover, if a computer virus affecting
our system is highly publicized, our reputation could be materially damaged and
our visitor traffic may decrease.

OUR MARKETS ARE HIGHLY COMPETITIVE

The markets for our services are highly competitive. They are characterized
by pressures to:

- reduce prices;

- incorporate new capabilities and technologies; and

- accelerate job completion schedules.

Furthermore, we face competition from a number of sources. These sources
include:

- national and regional advertising agencies;

- Internet portals;

- specialized and integrated marketing communication firms;

- traditional media companies;

- executive search firms; and

- search and selection firms.

In addition, many advertising agencies and publications have started either
to internally develop or acquire new media capabilities, including Internet. We
are also competing with established companies that

9
<Page>
provide integrated specialized services like website advertising services or
website design, and are technologically proficient. Many of our competitors or
potential competitors have long operating histories, and some may have greater
financial, management, technological development, sales, marketing and other
resources than we do. In addition, our ability to maintain our existing clients
and attract new clients depends to a large degree on the quality of our services
and our reputation among our clients and potential clients.

Due to competition, we may experience reduced margins on our products and
services, loss of market share or less use of Monster.com-Registered Trademark-
by job seekers and our customers. If we are not able to compete effectively with
current or future competitors as a result of these and other factors, our
business could be materially adversely affected.

We have no significant proprietary technology that would preclude or inhibit
competitors from entering the online advertising, executive search, recruitment
advertising, or yellow page advertising markets. We cannot assure you that
existing or future competitors will not develop or offer services and products
which provide significant performance, price, creative or other advantages over
our services. This could have a material adverse effect on our business,
financial condition and operating results.

OUR OPERATING RESULTS FLUCTUATE FROM QUARTER TO QUARTER

Our quarterly operating results have fluctuated in the past and may
fluctuate in the future. These fluctuations are a result of a variety of
factors, including:

- mismatches between resource allocation and consumer demand due to
difficulties in predicting consumer demand in a new market;

- enhancements and services;

- the hiring cycles of employers;

- the timing, amount and mix of subscription, license and service payments;

- changes in general economic conditions, such as recessions, that could
affect recruiting efforts generally and online recruiting efforts in
particular;

- the magnitude and timing of marketing initiatives;

- the maintenance and development of our strategic relationships;

- the attraction and retention of key personnel;

- our ability to manage our anticipated growth and expansion;

- our ability to attract and retain customers;

- our ability to attract qualified job seekers;

- technical difficulties or system downtime affecting the Internet generally
or the operation of our products and services specifically;

- the timing of our acquisitions;

- the timing of yellow page directory closings, the largest number of which
currently occur in the third quarter; and

- the receipt of additional commissions from yellow page publishers for
achieving a specified volume of advertising, which are typically reported
in the fourth quarter.

Generally our quarterly commissions and fees earned from recruitment
advertising tend to be highest in the first quarter and lowest in the fourth
quarter. Additionally, recruitment advertising commissions and

10
<Page>
fees tend to be more cyclical than yellow page commissions and fees. To the
extent that a significant percentage of our commissions and fees are derived
from recruitment advertising, our operating results may be subject to increased
cyclicality.

OUR OPERATIONS WILL BE AFFECTED BY GLOBAL ECONOMIC FLUCTUATIONS

Demand for our services is significantly affected by the general level of
economic activity in the regions and industries in which we operate. When
economic activity slows, many companies hire fewer permanent employees.
Therefore, a significant economic downturn, especially in regions or industries
where our operations are heavily concentrated, could have a material adverse
effect on our business, financial condition and operating results. Further, we
may face increased pricing pressures during such periods. There can be no
assurance that during these periods our results of operations will not be
adversely affected.

Online recruiting is a relatively new industry, and we do not know how
sensitive this market is to general economic conditions. The level of economic
activity and employment in the United States and abroad may significantly and
adversely affect demand for our services. When economic activity slows, many
companies hire fewer permanent employees, and some companies engage in hiring
freezes. A recession could cause employers to reduce or postpone their
recruiting efforts generally, and their online recruiting efforts in particular.
Therefore, a significant economic downturn or recession, especially in regions
or industries where our operations are heavily concentrated, could have a
material adverse effect on our business, financial condition and operating
results. Further, we may face increased pricing pressures during such periods.
There can be no assurance that during these periods our results of operations
will not be adversely affected.

WE DEPEND ON OUR HIGHLY SKILLED PROFESSIONALS

The success of our employment recruiting business depends upon our ability
to attract and retain highly skilled professionals who possess the skills and
experience necessary to fulfill our clients' employee search needs. Competition
for highly skilled professionals is intense. We believe that we have been able
to attract and retain highly qualified, effective professionals as a result of
our reputation and our performance-based compensation system. These
professionals have the potential to earn substantial bonuses based on the amount
of revenue they generate by:

- obtaining executive search assignments;

- executing search assignments; and

- assisting other professionals to obtain or complete executive search
assignments.

Bonuses represent a significant proportion of these professionals' total
compensation. Any diminution of our reputation could impair our ability to
retain existing or attract additional highly skilled professionals. Our
inability to attract and retain highly skilled professionals could have a
material adverse effect on our executive search business, financial condition
and operating results.

OUR SKILLED PERSONNEL MAY DEPART WITH EXISTING CLIENTS

The success of our business depends upon the ability of our employees to
develop and maintain strong, long-term relationships with clients. Usually, one
or two employees have primary responsibility for a client relationship. When an
employee leaves a recruiting firm and joins another, clients that have
established relationships with the departing employee may move their business to
the employee's new employer. The loss of one or more clients is more likely to
occur if the departing employee enjoys widespread name recognition or has
developed a reputation as a specialist in executing searches in a specific
industry or management function. Historically, we have not experienced
significant problems in this area. However, a failure to retain our most
effective employees or maintain the quality of service to

11
<Page>
which our clients are accustomed could have a material adverse effect on our
business, financial condition and operating results. Also, the ability of a
departing employee to move business to his or her new employer could have a
material adverse effect on our business, financial condition and operating
results.

Competition for highly skilled employees in intense, particularly in the
Internet industry. We may be unable to attract, assimilate and retain highly
skilled employees in the future. We have from time to time in the past
experienced, and we may experience in the future, difficulty in hiring and
retaining highly skilled employees with appropriate qualifications.

WE FACE RISKS MAINTAINING OUR PROFESSIONAL REPUTATION AND BRAND NAME

Our ability to secure new employee recruiting engagements and to hire
qualified professionals is highly dependent upon our overall reputation and
brand name recognition as well as the individual reputations of our
professionals. We obtain a majority of our new engagements from existing clients
or from referrals by existing clients. Therefore, the dissatisfaction of any
client could have a disproportionate, adverse impact on our ability to secure
new engagements. Any factor that diminishes our reputation or the reputation of
any of our personnel could make it more difficult for us to compete successfully
for both new engagements and qualified personnel. This could have an adverse
effect on our executive search business, financial condition and operating
results.

WE FACE RESTRICTIONS IMPOSED BY BLOCKING ARRANGEMENTS

Either by agreement with clients or for marketing or client relationship
purposes, executive search firms frequently refrain, for a specified period of
time, from recruiting certain employees of a client, and possibly other entities
affiliated with such client, when conducting executive searches on behalf of
other clients. This is known as a "blocking" or "off-limits" arrangement.
Blocking arrangements generally remain in effect for one or two years following
completion of an assignment. The actual duration and scope of any blocking
arrangement, including whether it covers all operations of a client and its
affiliates or only certain divisions of a client, generally depends on such
factors as:

- the length of the client relationship;

- the frequency with which the executive search firm has been engaged to
perform executive searches for the client; and

- the number of assignments the executive search firm has generated or
expects to generate from the client.

Some of our executive search clients are recognized as industry leaders
and/or employ a significant number of qualified executives who are potential
candidates for other companies in that client's industry. Blocking arrangements
with a client of this nature, or the awareness by a client's competitors of such
an arrangement, may make it difficult for us to obtain executive search
assignments from, or to fulfill executive search assignments for, competitors
while employees of that client may not be solicited. As our client base grows,
particularly in our targeted business sectors, blocking arrangements
increasingly may impede our growth or ability to attract and serve new clients.
This could have an adverse effect on our executive search business, results of
operations and financial condition.

WE FACE RISKS RELATING TO OUR FOREIGN OPERATIONS

We conduct operations in various foreign countries, including Australia,
Belgium, Brazil, Canada, China, France, Germany, India, Ireland, Italy, Japan,
Luxembourg, the Netherlands, New Zealand, Singapore, Spain and the United
Kingdom. For the six months ended June 30, 2001 and the years ended
December 31, 2000 and 1999, approximately 40%, 40% and 45%, respectively, of our
total commissions and fees were earned outside of the United States. Such
amounts are collected in the local currency. In addition, we generally pay
operating expenses in the corresponding local currency. Therefore, we are at

12
<Page>
risk for exchange rate fluctuations between such local currencies and the
dollar. We do not conduct any significant hedging activities. We are also
subject to taxation in foreign jurisdictions. In addition, transactions between
us and our foreign subsidiaries may be subject to United States and foreign
withholding taxes. Applicable tax rates in foreign jurisdictions differ from
those of the United States, and change periodically. The extent, if any, to
which we will receive credit in the United States for taxes we pay in foreign
jurisdictions will depend upon the application of limitations set forth in the
Internal Revenue Code of 1986, as well as the provisions of any tax treaties
which may exist between the United States and such foreign jurisdictions.

Our current or future international operations might not succeed for a
number of reasons including:

- difficulties in staffing and managing foreign operations;

- competition from local recruiting services;

- operational issues such as longer customer payment cycles and greater
difficulties in collecting accounts receivable;

- seasonal reductions in business activity;

- language and cultural differences;

- legal uncertainties inherent in transnational operations such as export
and import regulations, tariffs and other trade barriers;

- taxation issues;

- unexpected changes in trading policies and regulatory requirements;

- issues relating to uncertainties of laws and enforcement relating to the
regulation and protection of intellectual, property; and

- general political and economic trends.

If we are forced to discontinue any of our international operations, we
could incur material costs to close down such operation.

TRADITIONAL MEDIA IS IMPORTANT TO US

A substantial portion of our total commissions and fees comes from designing
and placing recruitment advertisements in traditional media such as newspapers
and trade publications. This business constituted approximately 12%, 15% and 20%
of our total commissions and fees for the six months ended June 30, 2001 and the
years ended December 31, 2000 and 1999, respectively. We also receive a
substantial portion of our commissions and fees from placing advertising in
yellow page directories. This business constituted approximately 6%, 8% and 11%
of total commissions and fees for the six months ended June 30, 2001 and the
years ended December 31, 2000 and 1999, respectively. We cannot assure you that
the total commissions and fees we receive in the future will equal the total
commissions and fees which we have received in the past.

In addition, new media, like the Internet, may cause yellow page directories
and other forms of traditional media to become less desirable forms of
advertising media. If we are not able to generate Internet advertising fees to
offset any decrease in commissions from traditional media, our business,
financial condition and operating results will be materially adversely affected.

WE DEPEND ON OUR KEY MANAGEMENT PERSONNEL

Our continued success will depend to a significant extent on our senior
management, including Andrew J. McKelvey, our Chairman of the Board and CEO. The
loss of the services of Mr. McKelvey or

13
<Page>
one or more key employees could have a material adverse effect on our business,
financial condition and operating results. In addition, if one or more key
employees join a competitor or form a competing company, the resulting loss of
existing or potential clients could have a material adverse effect on our
business, financial condition and operating results.

WE ARE INFLUENCED BY A PRINCIPAL STOCKHOLDER

Andrew J. McKelvey beneficially owns all of our outstanding Class B common
stock and a large number of shares of our common stock, which, together with his
Class B common stock ownership, represents approximately 45% of the combined
voting power of all classes of our voting stock. Mr. McKelvey can strongly
influence the election of all of the members of our board. He can also exercise
significant influence over our business and affairs. This includes any
determinations with respect to mergers or other business combinations, the
acquisition or disposition of our assets, whether or not we incur indebtedness,
the issuance of any additional common stock or other equity securities and the
payment of dividends with respect to common stock.

EFFECTS OF ANTI-TAKEOVER PROVISIONS COULD INHIBIT THE ACQUISITION OF TMP BY
OTHERS

Some of the provisions of our certificate of incorporation, bylaws and
Delaware law could, together or separately:

- discourage potential acquisition proposals;

- delay or prevent a change in control; and

- limit the price that investors might be willing to pay in the future for
shares of our common stock.

In particular, our board of directors may issue up to 800,000 shares of
preferred stock with rights and privileges that might be senior to our common
stock, without the consent of the holders of the common stock. Our certificate
of incorporation and bylaws provide, among other things, for advance notice of
stockholder proposals and director nominations.

THERE MAY BE VOLATILITY IN OUR STOCK PRICE

The market for our common stock has, from time to time, experienced extreme
price and volume fluctuations. Factors such as announcements of variations in
our quarterly financial results and fluctuations in advertising commissions and
fees, including the percentage of our commissions and fees derived from
Internet-based services and products, could cause the market price of our common
stock to fluctuate significantly. Further, due to the volatility of the stock
market generally, the price of our common stock could fluctuate for reasons
unrelated to our operating performance.

The market price of our common stock is based in large part on professional
securities analysts' expectations that our business will continue to grow and
that we will achieve certain levels of net income. If our financial performance
in a particular quarter does not meet the expectations of securities analysts,
this may adversely affect the views of those securities analysts concerning our
growth potential and future financial performance. If the securities analysts
who regularly follow our common stock lower their ratings of our common stock or
lower their projections for our future growth and financial performance, the
market price of our common stock is likely to drop significantly.

WE FACE RISKS ASSOCIATED WITH GOVERNMENT REGULATION

As an advertising agency which creates and places print and Internet
advertisements, we are subject to Sections 5 and 12 of the Federal Trade
Commission Act of 1914, also known as the FTC Act. These sections regulate
advertising in all media, including the Internet, and require advertisers and
advertising agencies to have substantiation for advertising claims before
disseminating advertisements. The FTC Act

14
<Page>
prohibits the dissemination of false, deceptive, misleading, and unfair
advertising, and grants the FTC enforcement powers to impose and seek civil
penalties, consumer redress, injunctive relief and other remedies upon
advertisers and advertising agencies which disseminate prohibited
advertisements. Advertising agencies like us are subject to liability under the
FTC Act if the agency actively participated in creating the advertisement, and
knew or had reason to know that the advertising was false or deceptive.

In the event that any advertising that we have created is found to be false,
deceptive or misleading, the FTC Act could potentially subject us to liability.
The fact that the FTC has recently brought several actions charging deceptive
advertising via the Internet, and is actively seeking new cases involving
advertising via the Internet, indicates that the FTC Act could pose a somewhat
higher risk of liability to the advertising distributed via the Internet. The
FTC has never brought any actions against us. We cannot assure you that other
current or new government laws and regulations, or the application of existing
laws and regulations will not:

- subject us to significant liabilities including civil rights, affirmative
action and other employment claims and state sales and use taxes;

- significantly dampen growth in Internet usage;

- prevent us from offering certain Internet content or services; or

- otherwise have a material adverse effect on our business, financial
condition and operating results.

USE OF PROCEEDS

TMP will not receive any proceeds from the sale of shares of TMP stock by
the selling stockholders.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our stock. We currently
anticipate that all future earnings will be retained by TMP to support our
growth strategy. Accordingly, we do not anticipate paying cash dividends on our
stock for the foreseeable future. The payment of any future dividends will be at
the discretion of our Board of Directors and will depend upon, among other
things, future earnings, operations, capital requirements, our general financial
condition, contractual restrictions and general business conditions. Our
financing agreement restricts the payment of dividends on our stock.

15
<Page>
SELLING STOCKHOLDERS

The following table sets forth information as of August 21, 2001 except as
otherwise noted, with respect to the number of shares of Common Stock
beneficially owned or to be acquired by each of the selling stockholders and
assumes that all shares subject to vesting schedules and conditions have vested.
The shares offered hereby either (1) were acquired by the selling stockholders
from TMP pursuant to the acquisition of or merger with companies owned by such
selling stockholders, (2) may be acquired by the selling stockholders upon the
exercise of warrants assumed by TMP in connection with the acquisition of or
merger with companies in which the selling stockholders held warrants or (3)
were acquired or may be acquired pursuant to stock bonus arrangements. No
selling stockholder owns more than one percent of the outstanding Common Stock.

<Table>
<Caption>
NUMBER OF SHARES NUMBER OF SHARES
OF COMMON STOCK NUMBER OF SHARES OF COMMON STOCK
BENEFICIALLY OWNED OF COMMON STOCK BENEFICIALLY OWNED
SELLING STOCKHOLDER PRIOR TO OFFERING REGISTERED HEREIN(1) AFTER OFFERING(2)
- ------------------- ------------------ -------------------- ------------------

704803 Ontario Limited....................... 23,428 23,428 0
1064066 Ontario Limited...................... 7,230 7,230 0
1132766 Ontario Inc.......................... 149 149 0
1220669 Ontario Limited...................... 9,679 9,679 0
1223402 Ontario Inc.......................... 154 154 0
1365074 Ontario Inc.......................... 4,529 4,529 0
86 Burchell Trust (Mike)..................... 50 50 0
86 Burschell Trust (Ed Jr.).................. 50 50 0
1201 Venture Investments..................... 166 166 0
745 Associates Limited Partnership........... 37,000 37,000 0
Atsushi Aba.................................. 42 42 0
ABFS I....................................... 121 121 0
ABFS I Incorporated.......................... 36 36 0
Paul Abrams.................................. 10,239 788 9,451
Brad Ackerman................................ 143 22 121
Gordon Arthur Ross Adam...................... 59,555 59,555 0
Daniel Adams................................. 3 3 0
ADEPT Business Trust......................... 199,496 199,496 0
Jurgen Adler................................. 13,810 13,810 0
Mardon Afrasiabi............................. 9 9 0
AGE Investments, Inc.(3)..................... 43,243 43,243 0
Tim Alford................................... 600 150 450
All Asia Co. Ltd............................. 93 93 0
Philippa Allen............................... 125 125 0
Siobhan Allen................................ 2 2 0
Simon Allsop................................. 146 146 0
Mark C. Alpert............................... 42 42 0
Rita Altland................................. 150 150 0
Anita M. Ames................................ 14 5 9
Jeffrey Amling............................... 98 98 0
Emma Anderson................................ 595 595 0
Kristi Anderson.............................. 2,812 2,812 0
Steve Anderson............................... 42,000 42,000 0
Karen J. Andrews............................. 150 150 0
Arthur Anton Trust........................... 2,812 1,109 1,703
David P. Arnold.............................. 7,099 7,099 0
</Table>

16
<Page>

Kimberly J. Arnold........................... 200 200 0
Manggoh Arow................................. 215 215 0
Mona Arshi................................... 1,083 1,083 0
Rick B. Aspros............................... 273 205 68
Paul Atkinson................................ 54,555 54,555 0
Angela Mary Austin........................... 3,957 3,957 0
John Stewart Austin.......................... 1,957 1,957 0
John D. Avant................................ 25,314 25,314 0
Douglas J. Baird............................. 42 42 0
Amanda Baker................................. 119 119 0
Mandy Baker.................................. 21 21 0
Michelle Balfour............................. 81 81 0
Bank of America, N.A......................... 120,000 120,000 0
David G. Bannister........................... 103 103 0
Gregory H. Barnhill.......................... 41 41 0
Nicholas John Barr........................... 209 209 0
Philippa Barrett............................. 379 379 0
Bridget Barry................................ 2 2 0
Christopher H. Bartlett II................... 60 60 0
Lynda Bartlett............................... 6 6 0
Henry Bataille............................... 63 63 0
Greg Batti & Pamela Collier.................. 117 117 0
Michael Batza................................ 361 361 0
Kent T. Baum................................. 41 41 0
E.G.J.G.M. Beckers........................... 12,976 12,976 0
Els Beckers.................................. 9,346 9,346 0
J. Carter Beese, Jr.......................... 42 42 0
Robert V. A. & Rebecca M. Benner............. 84 84 0
Robert and Elaine Benoit..................... 63 63 0
Harris Berenholz............................. 458 4 454
James K. Bergdoll............................ 300 300 0
James K. Bergdoll, as Trustee under
Irrevocable Trust dated 10/25/96 for the
benefit of Daniel J. Byrnes................ 645 645 0
James K. Bergdoll, as Trustee under
Irrevocable Trust dated 10/25/96 for the
benefit of Kathryn L. Byrnes............... 645 645 0
James K. Bergdoll, as Trustee under
Irrevocable Trust dated 10/25/96 for the
benefit of Kristin L. Byrnes............... 645 645 0
Jennifer A. Bergdoll......................... 300 300 0
Judith A. Bergdoll........................... 300 300 0
Rustin J. Bergdoll........................... 300 300 0
Alfred R. Berkeley III....................... 42 42 0
Bertrand Berullier........................... 13,080 13,080 0
Bhagwan Enterprises LLC...................... 58 58 0
Roy L. Bigge................................. 940 940 0
Bishopsgate Holdings......................... 875 875 0
</Table>

17
<Page>

Robert S. Blank.............................. 1,616 404 1,212
Joshua Blumenthal............................ 9 9 0
Catherine Boardman........................... 27 27 0
Steven J. & Brenda B. Bottom................. 84 84 0
William P. Boume............................. 41 41 0
William B. Boyd.............................. 41 41 0
Peter B. Brack............................... 42 42 0
Bruce H. Brandaleone......................... 63 63 0
Mark Brandon................................. 54 54 0
John L. Brenner.............................. 125 125 0
Susan R. Brenner............................. 125 125 0
Walter W. Brewster........................... 80 80 0
Briles & Fujii DMD, PC 401(k)................ 3,400 2,038 1,362
British Columbia Investment Management
Corp....................................... 17,527 17,527 0
Lisa Broadsky................................ 126 126 0
Christopher H.G. Brown....................... 8,130 8,130 0
Peggy L. Buchenroth.......................... 46 46 0
Sarah Bull................................... 2 2 0
Bunting Family II, LLC....................... 3,209 3,209 0
Matt Buonomano............................... 6,891 1,723 5,168
I.C. Bupp and A. Robinson revocable trust.... 42 42 0
Fred & Joan Burdette......................... 46 46 0
R. William M. Burgess, Jr.................... 55 55 0
Gregory J. Burkus............................ 42 42 0
Scott Burri.................................. 452 452 0
Paul Butterworth............................. 117 117 0
Randall T. Byrnes............................ 110 110 0
Susan P. Byrnes Health Education Center...... 182 182 0
CSR Defined Benefit Pension Plan............. 1,616 404 1,212
Edward I. Cahill............................. 60 60 0
California Public Employees'................. 20,055 20,055 0
Denis J. Callaghan & Catherine H. Bray....... 42 42 0
Christopher Camut............................ 13 13 0
Jeffrey Canin................................ 159 159 0
Paul Canniff................................. 504 504 0
Revocable Trust of Tadhg Canniffe and
Bernadette Canniffe dated March 11, 1998... 37,033 37,033 0
Capital Science Partners, Ltd................ 647 162 485
Michael J. Carney............................ 10,319 10,319 0
Cato D. & Mary F. Carpenter.................. 84 84 0
Eve Casbard.................................. 1 1 0
Christopher Cayley........................... 240 240 0
Christopher Peter Cayley..................... 135 135 0
Hillary Cecil................................ 1,616 404 1,212
Henry Chan................................... 187 187 0
Chapel Hill Partners, L.P.................... 81,417 81,417 0
Amit Chatterjee.............................. 140 36 104
Lim Fung Chee................................ 93 93 0
</Table>

18
<Page>

Joe Childs................................... 4,045 599 3,446
King Mei Ching............................... 214 214 0
Henry Khan Fong Chok......................... 214 214 0
Lau Li Choo.................................. 108 108 0
Angela Chopra................................ 595 595 0
Joe Christie................................. 72 72 0
Hyundeok Chung............................... 1,247 312 935
Brett D. Clifford............................ 41 41 0
William Cock................................. 1,000 1,000 0
Karen Coe.................................... 20,912 20,912 0
Kathryn E. Coffee............................ 11 11 0
Paul J. Cohen................................ 954 715 239
Geroge Cole.................................. 9 9 0
Marco A. Coleman............................. 273 205 68
Douglas S. Collat............................ 60 60 0
Colleen Research Foundation.................. 494 494 0
Rebecca Collins.............................. 3 3 0
Commonwealth of Pennsylvania Public.......... 16,043 16,043 0
J. Michael Connelley......................... 63 63 0
Robert E. Conroy............................. 40 40 0
Coopman-Franey Family Trust.................. 3 3 0
Kathleen G. Correia.......................... 143,000 143,000 0
Debbie Coshell............................... 3 3 0
Jill Coulliard............................... 10,456 10,456 0
Lan Cox...................................... 1 1 0
Bradford Craighead........................... 10,125 4,050 6,075
Debra Crossley............................... 3 3 0
Joanne Cumper................................ 24 24 0
Alicia D'Alessio............................. 168 43 125
Alexander T. Dalgnault, Jr................... 42 42 0
Clinton R. Daly.............................. 40 40 0
Christopher S. and Kathryn T. Dann Family
Trust...................................... 727 182 545
William Dausch............................... 20 20 0
Mike B. Davey................................ 40 40 0
Sarah David.................................. 1,275 1,275 0
Paul Davis................................... 163 163 0
Stephen Dean................................. 568 142 426
Graeme Ketcheson Deans....................... 487 487 0
Donald W. Delson............................. 63 63 0
Dr. Armin Deuter............................. 1,680 1,680 0
Peter F. deVos............................... 63 63 0
Calvin Dick.................................. 47 47 0
Dinte Resources, Inc......................... 172 43 129
Peter Dion................................... 2,500 797 1,703
Dolby Partners............................... 1,300 1,300 0
Eileen T. Donahue............................ 2,079 2,079 0
Jay C. Doraiswami and Valli K. Doraiswami, as
Trustees of the Doraiswami Family Trust.... 180 180 0
</Table>

19
<Page>

Jaymie A. Durnan............................. 688 172 516
Matt Elders.................................. 140 36 104
Yvonne Ellis................................. 67 67 0
Helen Engelhart.............................. 54 54 0
Enterprise International Holding Ltd., Inc... 802 802 0
EPIC Relocation, LLC......................... 4,224 2,862 1,362
Steven L. Eskenazi........................... 42 42 0
Amanda Evans................................. 3 3 0
Lary Evans................................... 292 292 0
Jonathan E. Farber........................... 241 241 0
Christopher & Hadley Feiss................... 42 42 0
Andrew Feller................................ 60 15 45
Mark A. Fenske............................... 11,562 11,562 0
Edward D. Fitzgerald......................... 14 14 0
John Fixmer.................................. 1,154 101 1,053
Barry Flamm.................................. 862 216 646
Pamela Flores................................ 803 803 0
George R. Floyd.............................. 40 40 0
Edward Foehl................................. 277 120 157
Kenneth T. Folkman........................... 13,819 13,819 0
Fort Pond Bay Co., LLC....................... 15,247 8,435 6,812
Antonia Fowell............................... 243 243 0
Adrian George Fox............................ 1,191 1,191 0
Belinda Anne Fox............................. 4,765 4,765 0
Ivy T. Fradin................................ 40 40 0
Marc J. Fratello............................. 2,957 2,957 0
Ceri Freeman................................. 379 379 0
William T. Freeman........................... 1,000 1,000 0
Bonnie Bershad Freundlich.................... 324 81 243
Richard I. Freundlich........................ 5,854 39 5,815
Jennie Ping Fu............................... 564 564 0
Fujitsu Basic Software Corp.................. 494 494 0
Charles and Molly Fumia...................... 63 63 0
Peter Gadinas................................ 584 17 567
Giacomo Garaventa............................ 19 19 0
Furman Gardner............................... 24,395 24,395 0
GE Capital Equity Investments, Inc........... 156,937 156,937 0
John D. Gentry............................... 1,616 404 1,212
Bethany George............................... 2,812 2,812 0
Simon Georgiou............................... 37 37 0
Astrid Gerber................................ 54 54 0
Bruna M. Giammarco Non Resident Trust........ 1,154 1,154 0
Peter Cave Gibbs............................. 64 64 0
Neil Gibson.................................. 37 37 0
Elaine S. Gilde.............................. 1,600 400 1,200
Jack Gill.................................... 252 252 0
Alexander Gillerspie......................... 2 2 0
Margaret Gilmore............................. 6,815 6,815 0
</Table>

20
<Page>

John W. Gimblett............................. 19,722 19,722 0
Richard L. Giorgetti......................... 25,873 25,873 0
Richard L. and Teresa A. Giorgetti as
Trustees of the Richard L. Giorgetti and
Teresa A. Giorgetti 1992 Intervivos Trust
Agreement.................................. 5,550 5,550 0
Richard L. Giorgetti as Trustee of the Alison
M. Giorgetti Trust UTA dated 12/19/96...... 2,193 2,193 0
Richard L. Giorgetti as Trustee of the Jason
R. Giorgetti Trust UTA dated 12/19/96...... 2,193 2,193 0
Richard L. Giorgetti as Trustee of the Tracy
L. Giorgetti Trust UTA dated 12/19/96...... 2,193 2,193 0
Robert Giorgetti............................. 314 314 0
Charles Glass................................ 251 251 0
Neil D. Glatzer.............................. 6,264 6,264 0
Neil D. and Ilona A. Glatzer................. 4,385 4,385 0
Neil D. and Ilona A. Glatzer as Trustees of
the Aron P. Glatzer Trust UTA dated
12/12/96................................... 627 627 0
Neil D. and Ilona A. Glatzer as Trustees of
the Marcus I. Glatzer Trust UTA dated
12/12/96................................... 627 627 0
Neil D. and Ilona A. Glatzer as Trustees of
the Ross J. Glatzer Trust UTA dated
12/12/96................................... 627 627 0
Theresa Johnson Glenn........................ 6 6 0
James W. Goldman............................. 393,749 393,749 0
Susan Golob.................................. 1,723 431 1,292
Steven Goode................................. 970 243 727
Mark A. Goodman.............................. 42 42 0
Jemina Gore.................................. 44 44 0
Steve Goretti................................ 5,341 173 5,168
Gary J. Goulski.............................. 200 70 130
Dawn Grain................................... 40 40 0
Lynsey Graves................................ 6 6 0
David M. Gray................................ 42 42 0
Robert C. Greco.............................. 202 202 0
Juliet Greene................................ 3 3 0
Jonathan E. Greenleaf........................ 364 127 237
Jeffrey A. Greiner........................... 1,251 1,251 0
Susan Greiner................................ 381 381 0
Aled Griffiths............................... 54 54 0
Benjamin H. Griswold IV...................... 42 42 0
Daniel Gross and Associates Pension Plan..... 2,263 566 1,697
Carl Grossman................................ 442 111 331
Grove Street Capital LLC..................... 2,493 2,493 0
Thomas W. Guard.............................. 7 7 0
Richard T. Hale.............................. 40 40 0
David Hall................................... 27 27 0
Michael J. Halloran.......................... 42 42 0
Richard E. Halperin.......................... 2,294 574 1,720
Carol Hardcastle............................. 627 627 0
</Table>

21
<Page>

Jerry Harris................................. 796 796 0
Susanne Harris............................... 1,624 1,624 0
David Hartzell............................... 22 22 0
David & Christine E. Hartzell................ 42 42 0
Hiroshi Hasegawa............................. 58 58 0
Donna Hassett................................ 1 1 0
Michael T. Haydon............................ 1,253 1,253 0
Rebecca Hazell............................... 40 40 0
Donald R. Heacock............................ 42 42 0
Janet L. Heal................................ 150 150 0
Donald B. Hebb, Jr........................... 27 27 0
Hebb Family Limited Partnership.............. 1,112 1,112 0
Kristin Hebert............................... 5,000 5,000 0
Steve Henshaw................................ 193 4 189
Simone Hermsen............................... 27 27 0
Blue Heron Capital LLC....................... 1,168 1,168 0
J. Adam Hilt................................. 42 42 0
Thomas R. Hitchner........................... 84 84 0
A.G. Hoffman & Associates.................... 187 187 0
Gordon Hoffman............................... 58 58 0
Christopher L. Holter........................ 40 40 0
Thomas Holzechen............................. 810 810 0
Devora Hosseinof............................. 108 108 0
Robert E. Howard IV.......................... 60 60 0
HRL Limited.................................. 1,000 1,000 0
Alan Michael Hughes.......................... 14,041 14,041 0
Simon Hughes................................. 34 34 0
Donald H. Hunter............................. 16,407 16,407 0
Elme Hurndell................................ 6 6 0
Gail C. Husick............................... 2 2 0
Abdul Aziz Hussain........................... 93 93 0
John P. Imlay, Jr............................ 98 98 0
Inter-Pacific Capital Corporation............ 19 19 0
Robert P. Irwin.............................. 21 21 0
Tormod Isetorp............................... 989 989 0
Danielle Iuliano............................. 140 36 104
Sue Iveson................................... 31 31 0
Douglas Jackson, Sr.......................... 2,020 505 1,515
Natasha Jackson.............................. 10 10 0
Michael Jaharis.............................. 10,259 1,744 8,515
Jakeb Futures, L.P........................... 8,996 8,996 0
Francis J. Jamison, Jr....................... 40 40 0
Nicola Jeffrey............................... 216 216 0
Frederic Johnson............................. 3,375 1,350 2,025
Martin Johnson............................... 117 117 0
Rowland Johnson & Carol Joyce Family Trust... 117 117 0
Thomas W. Johnson............................ 42 42 0
Claire Joliffe............................... 1 1 0
</Table>

22
<Page>

Allison Jones................................ 27 27 0
Nick Jones................................... 108 108 0
Reinhard Junker.............................. 264 264 0
Steve & Karla Jurvelson...................... 584 584 0
Kadila Holdings, Inc......................... 7,795 2,686 5,109
William & Jeri Kallman....................... 30 30 0
William Kallman.............................. 273 273 0
Howard T. Kamisky............................ 40 40 0
Douglas Kaplan............................... 33 8 25
Joelle M. Kayden............................. 11 11 0
Kenneth Karl Kelly III....................... 1,364 1,364 0
Peter Kelly.................................. 34,201 34,201 0
Diana Kennedy................................ 314 314 0
E. Robert Kent, Jr........................... 42 42 0
Cristina H. Kepner........................... 4,490 3,241 1,249
Patrick Kerins & Terry Morgenthaler.......... 42 42 0
Sally Kerrison............................... 3 3 0
Keswick Private Fund I, L.L.C................ 401 401 0
Mohammed Khan................................ 54 54 0
Khetrapal, LLP............................... 245,530 245,530 0
Manisha Khiatani............................. 1 1 0
Robert S. Killerbrew, Jr..................... 40 40 0
Kjelloch Marta Beijers Stifelese............. 593 593 0
Paul W. Killian.............................. 63 63 0
Kirlin Partners.............................. 117 117 0
Jennie V. Kjos............................... 955 717 238
Dr. Thomas Kleine............................ 1,264 1,264 0
Lisa Knight.................................. 1,362 1,362 0
Jeffrey Kolber............................... 1,364 1,364 0
Reinbard Kolvenbach.......................... 4,310 4,310 0
Gayle Kovacs MMP............................. 30 30 0
Kranzlin Family LLC.......................... 40 40 0
Dr. Gerhard Kratz............................ 3,480 3,480 0
Eric Krauss.................................. 2,584 646 1,938
A.B. Krongard................................ 105 105 0
Revocable Trust of Ankesh Kumar and Abha
Kumar dated April 19, 1998................. 37,215 37,215 0
Kupferman/Levine Family Trust................ 1,312 329 983
Steven Kyriakos.............................. 2,117 88 2,029
Dean Kyriakos................................ 100,769 67,975 32,794
Monica Mary Ellen Lacey...................... 47 47 0
Monica Lacey................................. 13 13 0
Bruce Langone................................ 2,272 1,704 568
John & Nancy Larkin.......................... 42 42 0
LD Pensions.................................. 989 989 0
Stephen Leavy................................ 595 595 0
John A. Lechner.............................. 40 40 0
Hsing Chung Lee & Ivy Lo..................... 58 58 0
</Table>

23
<Page>

John Peter Lee............................... 2,000 2,000 0
Mark Levine.................................. 125 125 0
Katherine Levy............................... 156 156 0
Siobhan Lewington............................ 187 187 0
Earl Linehan................................. 716 716 0
Michael Linehan.............................. 60 60 0
Tom Litle.................................... 8,614 2,154 6,460
Bruce Lock................................... 302 302 0
Brent M. Lockwood............................ 40 40 0
Howard Loewenberg............................ 42 42 0
Ana Maria Lopez.............................. 13 13 0
Lornes B.V................................... 3,262 3,262 0
Linda A. Lohenitz............................ 125 125 0
Michael D. Lohenitz.......................... 125 125 0
Loyola College of Maryland................... 2,056 2,056 0
Mark A. Ludwick.............................. 244 85 159
Amy Mac...................................... 1 1 0
Marcelo MacKinlay............................ 12,155 12,155 0
Frank G. Magdlen............................. 545 409 136
Kevin Mak.................................... 27 27 0
Samantha Malin............................... 434 434 0
Ira & Michelle Malls......................... 42 42 0
Erika Malzberg............................... 211 53 158
Management Resources International Holding
B.V........................................ 11,908 11,908 0
John Graham Manley........................... 5,144 5,144 0
Graham Manley................................ 10,832 10,832 0
Andrew W. Marcus............................. 42 42 0
John Marsden................................. 541 541 0
Katie Marsh.................................. 3 3 0
Yvonne V. Marsh.............................. 459 115 344
Stefan Martens............................... 690 690 0
Margoret Marvin.............................. 1 1 0
Charles E. Mather IV......................... 382 96 286
Jacqueline S. Maxwell........................ 4,000 4,000 0
Anthony M. May............................... 60 60 0
Jami & Thomas McDonald....................... 21 21 0
Jamie N. McDonald............................ 25 25 0
Peter M. McGowan............................. 55 55 0
Michelle McGregor............................ 778 778 0
Christine McKeon............................. 126 126 0
James McLeod................................. 200 70 130
Rick C. McMahill............................. 12,637 12,637 0
David G. Meckley............................. 125 125 0
Eleanor Meckley.............................. 125 125 0
Juan Jose Pol Mendez......................... 16,840 16,840 0
Mercian Corp................................. 889 889 0
</Table>

24
<Page>

Randall L. or Lynn M. Merrell, Trustees of
the Randall L. Merrell and Lynn M. Merrell
1997 Intervivos Trust...................... 11,274 11,274 0
Randall L. Merrell, Trustee of the Ann M.
Merrell Trust UTA dated 12/11/96........... 627 627 0
Randall L. Merrell, Trustee of the Nicholas
A. Merrell Trust UTA dated 12/11/96........ 627 627 0
June Mesrie.................................. 4,747 4,747 0
Lucinda Sandford Mezey....................... 40 40 0
Stephen R. Mickelberg........................ 1,216 4 1,212
Gilbert & Peggy Miller....................... 58 58 0
Mark Miller.................................. 773 194 579
Peggy J. Miller.............................. 44,588 32,691 11,897
Brent B. Milner.............................. 31 31 0
Michael Misera............................... 63 63 0
Moab Corporation............................. 77,677 77,677 0
Diane M. Moe................................. 314 314 0
Justin Michael McKern More................... 700 700 0
J.L. Malcom Morris........................... 21 21 0
Michele M. Morrow............................ 200 200 0
W. Christopher Mortenson, Jr................. 42 42 0
David Morton................................. 1,410 1,410 0
Frank G. Moscow.............................. 221 166 55
Tamara Mothersill............................ 1 1 0
Dean Mueller................................. 701 701 0
Rudolf Muller................................ 690 690 0
Michael P. Murray............................ 22 22 0
NCB Consulting Ltd........................... 4,740 4,740 0
Kapil Nanda.................................. 101 101 0
Ajay Narain & Kaajal Narain, Trustees of Ajay
Narain & Kaajal Narain Revocable Trust..... 144,284 144,284 0
Laurie Nash.................................. 13 13 0
Lloyd Nelson................................. 940 940 0
Alain Nervet................................. 11,592 11,592 0
Anni Newham.................................. 2 2 0
John Newton.................................. 584 584 0
Donald Notman, Jr............................ 24 24 0
Richard Novotny.............................. 30 30 0
Ocean Assets LLC............................. 80 80 0
Michael O'Donnell............................ 219 219 0
Suzanne D. Olsen............................. 818 614 204
Oregon Health Sciences Foundation............ 3,405 3,405 0
Ian Organ.................................... 14,400 14,400 0
Florenciz Barranco Ortega.................... 39,338 39,338 0
Jonathan Osgood.............................. 42 42 0
Frederic Oster............................... 2,139 2,139 0
Michael T. Ott............................... 42 42 0
Robert K. Packard............................ 42 42 0
</Table>

25
<Page>

John H. Park................................. 1,090 818 272
Sharon Beatty Parsons........................ 940 940 0
William Paternotte........................... 74 74 0
Charles LF Paulson........................... 409 182 227
Erick JC Paulson............................. 509 282 227
Philip Gordon Perry.......................... 5,416 5,416 0
Stuart A. Peschka............................ 273 205 68
Peters GM&P Holding Corporation.............. 1,485 374 1,111
Jill Pett.................................... 108 108 0
Helen Pickup................................. 6 6 0
Pinecreek Capital Partners, L.P.(4).......... 33,612 33,612 0
Roger Plachy................................. 456 115 341
Sandra Plachy................................ 456 115 341
Gerard Pont.................................. 11,592 11,592 0
Raymond Poon................................. 93 93 0
Raymond Poon & Associates.................... 93 93 0
Harold W. Pote............................... 1,142 286 856
Agnes Potter................................. 17,669 17,669 0
Roger G. Powell.............................. 42 42 0
Susan Powell................................. 9 9 0
Glenn Powers................................. 973 812 161
Pregnator AB................................. 17,405 17,405 0
Margaret Mary V. Preston..................... 40 40 0
Robert Proctor............................... 140 36 104
Simon Pyne................................... 61 61 0
Trustees of the Quarry Dougall Employee Share
Option Trust............................... 21,429 21,429 0
Constance May & Brian Aubrey Herb Quarry..... 5,957 5,957 0
Gareth David Quarry.......................... 318,190 318,190 0
Michele Elizabeth Quarry..................... 2,233 2,233 0
R&S Partners Limited Partnership............. 34,427 34,427 0
Rainbow Family Trust......................... 1,168 1,168 0
Rajah Holdings............................... 2,735 2,735 0
Marc Ramault................................. 21,857 21,857 0
Max Ramberg & Constance Barbara Ramberg as
Trustees of the Max & Constance Ramberg
Trust of 1982.............................. 30,000 30,000 0
Kenneth C. Ramberg........................... 150,319 150,319 0
Steve Ranson................................. 81 81 0
Russell T. Ray............................... 103 103 0
Thomas Reichwein............................. 690 690 0
Ulrich P. Reiter............................. 12,884 12,884 0
Fredric Rich................................. 21,964 21,964 0
Carlo Richartz............................... 6,418 6,418 0
W. Gar Richlin............................... 63 63 0
Arnold Richman............................... 401 401 0
Barry W. Ridings............................. 84 84 0
William P. Rienhoff IV....................... 40 40 0
</Table>

26
<Page>

Allen Roberts................................ 33 8 25
Elizabeth Rosalind Roberts................... 6,499 6,499 0
Jonathan Robin............................... 1,233 1,233 0
Stephen Mark Rodney.......................... 4,755 4,755 0
Robert S. Rollo.............................. 13,908 13,908 0
Robert Stone Rollo and Kimberlee Dockson
Rollo TTEE UAO 6/8/90 (Restated 5/20/97)... 34,795 28,200 6,595
Rooster Investment Company LLC............... 3,232 808 2,424
Richard A. Rosee............................. 80 80 0
Harold R. Ross............................... 100 100 0
Roth Capital Partners, Inc................... 16 16 0
William R. Rothe............................. 40 40 0
John C. Rudder............................... 2,988 2,988 0
Dr. Christoph Rummel......................... 7,810 7,810 0
S. Lawrence Rusoff........................... 647 162 485
Clint W. Sager II............................ 1,216 426 790
Pedro Garcia-Cano Salgado.................... 15,602 15,602 0
Timothy Sandborn............................. 954 715 239
Purmjit Sandhu............................... 81 81 0
Olivia Santos................................ 2,941 735 2,206
Steven E. Schaedel........................... 608 213 395
Laura Schellenberg........................... 2,125 2,125 0
Martine Schipper............................. 51 51 0
William & Gayle Schmidt...................... 63 63 0
Sandra Schoem................................ 5,031 1,258 3,773
Steven R. Schuh.............................. 53 53 0
Brian E. Schuliger........................... 4,222 4,222 0
Claus Schulmeister........................... 3,810 3,810 0
Les and Jane Schwartz........................ 63 63 0
Randy Schwartz............................... 400 400 0
Thomas Schweizer, Jr......................... 42 42 0
Lynn Scott................................... 314 314 0
Search Competence Hoffman AB................. 17,405 17,405 0
Select Investments, Ltd...................... 437 437 0
Sejal Shah................................... 1 1 0
Gavin Sharpe................................. 1,261 1,261 0
Mayo A. Shattuck III......................... 142 142 0
Robert Shattuck.............................. 33 33 0
Jill A. Shaw................................. 40 40 0
Andrew T. Sheehan............................ 197 197 0
Bernard J. Sheinfeld......................... 5,912 5,912 0
Adam Shelnut................................. 1,338 468 870
Jennifer Shenbaum............................ 1,205 1,205 0
Isabelle M. Sherman.......................... 266,444 46,715 219,729
Mark A. Sherman.............................. 266,444 46,715 219,729
Nick Shilton................................. 1,571 1,571 0
Michael & Emma Sigal......................... 4,547 4,547 0
Robert and Carolyn Siirila................... 63 63 0
</Table>

27
<Page>

Abha Singhvi, Trustee of Abha Singhvi
Revocable Trust............................ 146,284 146,284 0
R.J.C. Sijthoff.............................. 12,976 12,976 0
Ron Sijthoff................................. 11,346 11,346 0
Andrew Luis Ojanguren Skinner................ 2,708 2,708 0
Smith Family Unitrust, L.P. No. 1............ 2,005 2,005 0
Baldwin Smith, Jr............................ 1,072 504 568
C. Ian Sym Smith............................. 187 187 0
David F. Smith............................... 42 42 0
Kendall & Ariene Smith....................... 58 58 0
Marisa Norton-Smith.......................... 3 3 0
Raymond W. Smith............................. 2,432 8 2,424
Stuart E. Smith.............................. 76 76 0
Helen Song................................... 6,885 370 6,515
Spencer Stuart Capital International
Limited.................................... 575 144 431
Spencer Stuart Capital US Limited............ 863 216 647
John A. Spilman.............................. 30 30 0
Dr. Dieter Spori............................. 264 264 0
SPF-Empreendimentos Educacionais Ltda........ 7,967 7,967 0
Sarah Stamp.................................. 3 3 0
Cleo Staniforth.............................. 541 541 0
Christa Stauber.............................. 3 3 0
Charlotte Stearn............................. 377 377 0
Robert & Kit Stebbins........................ 46 46 0
William N. Steitz............................ 19,229 19,229 0
Stephens & Company........................... 252 252 0
Michael Stevenson............................ 3 3 0
William G. Stewart........................... 60 60 0
Emma Still................................... 13 13 0
Emma Louise Still............................ 27 27 0
Natasha Stimpson............................. 216 216 0
John D. Stobo, Jr............................ 46 46 0
Nicola Stokes................................ 189 189 0
Cari Stork................................... 584 584 0
Strand Capital Performing Arts Center........ 92 92 0
Charlotte Surguy............................. 108 108 0
Mary Liften Sutherland....................... 1,147 287 860
Thomas W. Sutton............................. 40 40 0
Patrick Leslie James Swaffer................. 6,499 6,499 0
Charles Howard King Swindall................. 541 541 0
Janet Louise Swindall........................ 541 541 0
Angela Tarantino............................. 126 126 0
Anthony Tarantino, Jr........................ 126 126 0
Nancy Tarantino.............................. 126 126 0
Stephen Tarantino............................ 126 126 0
Alison Jane Taylor........................... 1,083 1,083 0
Andrew David Taylor.......................... 1,137 1,137 0
B. Scott Taylor.............................. 79,228 46,070 33,158
</Table>

28
<Page>

Thomas I. Teague............................. 3,043 1,907 1,136
Patricia Tehan............................... 14,200 14,200 0
John Terry................................... 292 292 0
Sanjeet Thadani.............................. 74,687 74,687 0
The Brentwood Group, Ltd..................... 49 36 13
The Samuel Lewis Green Trust................. 236 59 177
David & Diane Thompson....................... 27 27 0
George Thompson.............................. 909 682 227
Tilly Nominees Ltd........................... 3,646 3,646 0
Amanda Tilyard............................... 1 1 0
David Tonhofer............................... 2,139 2,139 0
William E. Traum............................. 250 250 0
R. Tufts & Joyce Tufts....................... 93 93 0
UMB Bank TTE Bartlett Jackson................ 46 46 0
UMB Bank TTE Carl Stoney..................... 46 46 0
Jeffrey Tung................................. 565 565 0
Daniel Valladares............................ 2,621 2,621 0
Freddy Vanlancker............................ 21,857 21,857 0
Leiven VanMarcke............................. 647 162 485
VanRam Associates International N.V.......... 29,997 29,997 0
William David Newsum Vaughan................. 541 541 0
Geeta Vekariya............................... 6 6 0
Mark Villilo................................. 400 400 0
Mark Villilo custodian for Nicholas A.
Villilo.................................... 400 400 0
Mark Villilo custodian for Alyssa R.
Villilo.................................... 400 400 0
Susan L. Villilo............................. 400 400 0
Peter Vlachos................................ 7,000 3,594 3,406
Chris Vroom.................................. 63 63 0
WS Investments 99B........................... 1,969 1,969 0
James P. Wade................................ 42 42 0
Mark Wagner.................................. 162 162 0
Walter F. Wagner............................. 73 73 0
Mark Walters................................. 216 216 0
Lisa Cattermole Watkins...................... 1,083 1,083 0
David W. Weaver.............................. 14 14 0
David & Traci Weaver......................... 42 42 0
Jill Webb.................................... 27 27 0
Annette Weed................................. 126 126 0
Suzanne Weight............................... 27 27 0
Dorothy Wenner............................... 125 125 0
West Family Foundation....................... 10,000 10,000 0
Karen West................................... 7,095 7,095 0
Jeffrey S. Westmount......................... 42 42 0
Gavin White.................................. 3 3 0
Cort Whitehead............................... 6,891 1,723 5,168
Jill Whitehouse.............................. 5,956 5,956 0
Valerie Whitehouse........................... 8,124 8,124 0
Scott Wieler................................. 74 74 0
Richard A. Williams.......................... 48,984 48,984 0
Richard A. and Florale Williams.............. 45,853 45,853 0
</Table>

29
<Page>

Richard A. Williams as Trustee of the Karl A.
Williams Trust UTA dated 12/31/96.......... 4,698 4,698 0
Richard A. Williams as Trustee of the Kurt E.
Williams Trust UTA dated 12/31/96.......... 4,698 4,698 0
Don Willis................................... 6,891 1,723 5,168
Claire Wilkinson............................. 115 115 0
Laura E. Wingate............................. 35,654 35,654 0
Danielle Winter.............................. 1 1 0
Caesar Wong.................................. 273 205 68
Beverly L. Wright............................ 42 42 0
Yarmuth Dion, Inc............................ 15,000 8,188 6,812
Joseph J. Yelenic............................ 14,000 14,000 0
Lee Choo Yeo TTE............................. 46 46 0
David Croy Drysdale Young.................... 55,000 55,000 0
Sally Young.................................. 899 899 0
Vivien Young................................. 1 1 0
</Table>

- ------------------------

(1) This prospectus also covers any additional shares of our common stock which
become issuable by reason of any stock split, stock dividend,
recapitalization, or similar transaction that is effected without the
receipt of consideration and results in an increase in the number of shares
of our common stock that are outstanding.

(2) Assumes that all shares offered by each selling shareholder are sold in this
offering.

(3) Includes shares subject to a warrant to purchase 17,086 shares. This warrant
is immediately exercisable.

(4) Represents shares subject to a warrant to purchase the indicated number of
shares. This warrant is immediately exercisable.

30
<Page>
PLAN OF DISTRIBUTION

The selling stockholders named herein (or pledgees, donees, transferees or
other successors-in-interest selling shares received from a named selling
stockholder as a gift, partnership, distribution or other non-sale-related
transfer after the date of this prospectus) may offer their shares at various
times in one or more transactions on the Nasdaq National Market, in special
offerings, exchange distributions, secondary distributions, negotiated
transactions, or a combination of such. They may sell at market prices at the
time of sale, at prices related to the market price or at negotiated prices. The
selling stockholders may use broker-dealers to sell their shares. If this
happens, broker-dealers will either receive discounts or commissions from the
selling stockholders, or they will receive commissions from purchasers of shares
for whom they acted as agents. Compensation as to a particular broker-dealer
might be in excess of customary commissions and will be in amounts to be
negotiated in connection with the sale. Broker-dealers or agents and the selling
stockholders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. Because selling
stockholders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, the selling stockholders will be subject to
the prospectus delivery requirements of the Securities Act. In addition, any
securities covered by this prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus.

31
<Page>
LEGAL OPINION

For the purpose of this offering, our outside counsel, Fulbright & Jaworski
L.L.P., New York, New York 10103, is giving its opinion on the validity of the
shares.

EXPERTS

The consolidated financial statements and schedule of the Company
incorporated by reference in this prospectus have been audited by BDO Seidman,
LLP, independent certified public accountants, to the extent and for the periods
set forth in their reports incorporated herein by reference, and are
incorporated herein in reliance upon such reports given upon the authority of
said firm as experts in accounting and auditing.

The consolidated statements of operations and stockholders' equity of
Morgan & Banks Limited for the year ended December 31, 1998 and the statements
of cash flows for the nine months ended December 31, 1998, included in the
Company's financial statements for the year ended December 31, 1998 are
incorporated in reliance on the report of Pannell Kerr Forster, independent
auditors, given upon the authority of that firm as experts in accounting and
auditing.

The consolidated statements of operations, stockholders' equity,
comprehensive income and cash flows, and schedule of LAI Worldwide, Inc. for the
year ended February 28, 1999 included in TMP Worldwide, Inc.'s annual report on
Form 10-K for the fiscal year ended December 31, 2000, which is incorporated by
reference in this registration statement have been audited by Arthur Andersen
LLP, independent certified public accountants, as indicated in their reports
with respect thereto, and are incorporated by reference in reliance upon the
authority of said firm as experts in giving said reports.

The consolidated financial statements of QD Group Limited as of
30 September 1999 and 1998 and for each of the two years then ended incorporated
herein have been audited by Arthur Andersen, independent chartered accountants,
as indicated in their report with respect thereto and are incorporated herein in
reliance upon the authority of said firm as experts in giving said report.

The consolidated financial statements of Jobline International AB
incorporated by reference in this prospectus have been audited by BDO
International, independent chartered accountants, to the extent and for the
period set forth in their report incorporated herein by reference, and are
incorporated herein in reliance upon such report given upon the authority of
said firm as experts in accounting and auditing.

32
<Page>
WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements or other information filed by us at the Commission's
public reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and in New York, New York and Chicago, Illinois. Copies
of such material can be also obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and its public
reference rooms in New York, New York and Chicago, Illinois, at prescribed
rates. Please call the Commission at 1-800-SEC-0330 for further information on
the public reference rooms. Copies of such information may also be inspected at
the reading room of the library of the National Association of Securities
Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006. Our filings with the
Commission are also available to the public from commercial document retrieval
services and at the Commission's web site at "http://www.sec.gov."

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and information that we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 until the selling stockholders sell all their shares of TMP stock
offered by this prospectus.

(i) our annual report on Form 10-K for the fiscal year ended
December 31, 2000;

(ii) our current reports on Form 8-K, filed on February 1, 2001,
February 22, 2001, May 11, 2001, May 18, 2001, June 29, 2001, August 2,
2001, August 17, 2001 and September 7, 2001.

(iii) our quarterly reports on Form 10-Q for the quarters ended
March 31, 2001, as amended and June 30, 2001;

(iv) Pages F-56 through F-86 of our Registration Statement on Form S-1,
file No. 333-61400, relating to the consolidated financial statements of QD
Group Limited as of and for the years ended September 30, 1999 and 1998 and
as of and for the six months ended June 30, 2000 and 1999; and

(v) the description of our capital stock contained in our registration
statement on Form 8-A, dated October 16, 1996.

We will furnish without charge to you, upon written or oral request, a copy
of any or all of the documents described above, except for exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents. Requests should be addressed to: TMP Worldwide Inc., 622 Third
Avenue, New York, New York 10017, (212) 351-7000, Attention: Investor Relations.

You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling stockholders will
not make an offer of these shares in any state where the offer is not permitted.
You should not assume that information in this prospectus or any supplement is
accurate as of any date other than the date on the front of these documents.

33
<Page>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses payable by the Registrant in connection with the issuance and
distribution of the securities being registered (other than underwriting
accounts and commissions) are estimated to be as follows:

<Table>

SEC Registration Fee........................................ $20,874.00
Accountants' Fees and Expenses.............................. 20,000.00
Legal Fees and Expenses..................................... 10,000.00
Printer fees................................................ 15,000.00
Miscellaneous............................................... 9,126.00
----------
Total....................................................... $75,000.00
==========
</Table>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of Delaware permits
indemnification of directors, officers and employees of a corporation under
certain conditions and subject to certain limitations. Article VI of the By-Laws
of the Registrant contains provision for the indemnification of directors,
officers and employees within the limitations permitted by Section 145. In
addition, the Company has entered into Indemnity Agreements with its directors
and officers which provide the maximum indemnification allowed by Section 145.
The Company's officers and directors are insured against losses arising from any
claim against them as such for wrongful acts or omissions, subject to certain
limitations.

ITEM 16. EXHIBITS

<Table>

2.1 Scheme Implementation Agreement, dated August 17, 1998,
between Morgan & Banks Limited and TMP Worldwide Inc.*
2.2 Agreement and Plan of Merger, dated as of March 11, 1999, by
and among TMP Worldwide Inc., TMP Florida Acquisition Corp.
and LAI Worldwide, Inc.**
2.3 Agreement and Plan of Merger, dated June 29, 2001, by and
among TMP Worldwide Inc., TMP Tower Corp. and HotJobs.com,
Ltd.***
5.1 Opinion of Fulbright & Jaworski L.L.P. regarding legality.+
10.1 Amendment No. 3 to Third Amended and Restated Accounts
Receivable Management and Security Agreement by and among
GMAC Commercial Credit LLC ("GMAC") successor to BNY
Financial Corporation, each of the financial institutions
party thereto and GMAC as agent for the lenders.
10.2 Amendment No. 4 to Third Amended and Restated Accounts
Receivable Management and Security Agreement by and among
GMAC successor to BNY Financial Corporation, each of the
financial institutions party thereto and GMAC as agent for
the lenders.
10.3 Amendment No. 5 to Third Amended and Restated Accounts
Receivable Management and Security Agreement by and among
GMAC successor to BNY Financial Corporation, each of the
financial institutions party thereto and GMAC as agent for
the lenders.
10.4 Amendment No. 6 to Third Amended and Restated Accounts
Receivable Management and Security Agreement by and among
GMAC successor to BNY Financial Corporation, each of the
financial institutions party thereto and GMAC as agent for
the lenders.
23.1 Consent of Fulbright & Jaworski L.L.P. (included in 5.1).+
23.2 Consent of BDO Seidman, LLP.
</Table>

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<Page>
<Table>

23.3 Consent of Pannell Kerr and Forster.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Arthur Andersen.
23.6 Consent of BDO International.
24 Power of Attorney.+
</Table>

- ------------------------

+ Previously filed.

* Incorporated by reference to Exhibits to the Registration Statement on
Form S-3 (Registration No. 333-63499).

** Incorporated by reference to Exhibits to the Registration Statement on
Form S-4 (Registration No. 333-82531).

*** Incorporated by reference to Exhibits to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2001 (Commission File No.
000-21571).

All other schedules are omitted because they are not required or are not
applicable or the information is included in the financial statements or notes
thereto.

ITEM 17. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(i) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement of any material change to such
information in the registration statement;

(ii) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and

(iii) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person of the Registrant in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

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<Page>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on September 7, 2001.

<Table>

TMP WORLDWIDE INC.

By: /s/ ANDREW J. MCKELVEY
-----------------------------------------
Andrew J. McKelvey
CHAIRMAN AND CEO
</Table>

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ ANDREW J. MCKELVEY Chairman, CEO and Director
------------------------------------------- (PRINCIPAL EXECUTIVE September 7, 2001
Andrew J. McKelvey OFFICER)
/s/ JAMES J. TREACY Executive Vice President,
------------------------------------------- Chief Operating Officer September 7, 2001
James J. Treacy and Director
/s/ BART W. CATALANE Chief Financial Officer
------------------------------------------- (PRINCIPAL FINANCIAL AND September 7, 2001
Bart W. Catalane ACCOUNTING OFFICER)

*
------------------------------------------- Director September 7, 2001
George R. Eisele

*
------------------------------------------- Director September 7, 2001
Michael Kaufman

*
------------------------------------------- Director September 7, 2001
John Swann

*
------------------------------------------- Director September 7, 2001
Ronald J. Kramer

/s/ JOHN R. GAULDING
------------------------------------------- Director September 7, 2001
John R. Gaulding
</Table>

<Table>

*By: /s/ ANDREW J. MCKELVEY
--------------------------------------
Andrew J. McKelvey
ATTORNEY-IN-FACT
</Table>

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