<PAGE>

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                For the quarterly period ended September 30, 1999

                                       OR

/_/ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For the transition period from ______to______

                         Commission file number 0-23059

                             HEALTHWORLD CORPORATION
             (Exact name of registrant as specified in its charter)

                 Delaware                                13-3922288
      (State or other jurisdiction of
      incorporation or organization)        (I.R.S. Employer Identification No.)

        100 Avenue of the Americas
            New York, New York                              10013
(Address of principal executive offices)                 (Zip Code)

       Registrant's telephone number, including area code: (212) 625-4000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES /X/ NO /_/

As at November 10, 1999, 8,109,965 shares of Common Stock of the Registrant were
issued and outstanding.

================================================================================

<PAGE>

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES

                                Table of Contents

PART I.            FINANCIAL INFORMATION                                Page No.
                                                                        --------

          Item 1   Financial Statements

                     Consolidated Balance Sheets as of
                     December 31, 1998 and September 30, 1999................ 1

                     Consolidated Statements of Income
                     for the Three Months and Nine Months
                     Ended September 30, 1998 and 1999....................... 2

                     Consolidated Statements of Cash Flows for the
                     Nine Months Ended September 30, 1998 and 1999........... 3

                     Notes to the Consolidated Financial Statements.......... 4

          Item 2   Management's Discussion and Analysis of Financial
                   Condition and Results of Operations.......................11

PART II.  OTHER INFORMATION

          Item 6   Exhibits and Reports on Form 8-K..........................21

SIGNATURES...................................................................22

EXHIBIT INDEX................................................................23

<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                                       December 31,         September 30,
                                                                           1998                  1999
                                                                       ------------         -------------
                                                                                             (unaudited)
<S>                                                                      <C>                    <C>
                                ASSETS
Current Assets:
     Cash and cash equivalents .....................................     $  6,472               $  6,851
     Accounts receivable, net ......................................       18,889                 30,298
     Unbilled production charges ...................................        3,151                  2,738
     Other current assets ..........................................        1,501                  1,426
                                                                         --------               --------
Total current assets ...............................................       30,013                 41,313

Restricted cash ....................................................        1,860                  1,972
Property and equipment, net ........................................        4,443                  5,146
Goodwill, net ......................................................       14,266                 30,407
Other assets .......................................................          289                    701
                                                                         ========               ========
Total assets .......................................................     $ 50,871               $ 79,539
                                                                         ========               ========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Current portion of long-term debt .............................     $    135               $     --
     Current portion of capitalized lease obligations ..............           74                     52
     Accounts payable ..............................................        4,247                  5,459
     Accrued expenses ..............................................        7,739                  9,204
     Advance billings ..............................................        7,982                 20,352
     Other current liabilities .....................................          302                  1,942
                                                                         --------               --------
Total current liabilities ..........................................       20,479                 37,009
Long-term debt .....................................................          116                     --
Capitalized lease obligations ......................................           59                    105
Minority interests .................................................          111                    122
Deferred rent ......................................................          888                  1,008
Other liabilities ..................................................           17                     74
                                                                         --------               --------
Total liabilities ..................................................       21,670                 38,318
                                                                         --------               --------

Stockholders' Equity:
     Preferred stock, $.01 par value; 1,000,000 shares
         authorized; no shares outstanding .........................           --                     --
     Common stock, $.01 par value; 20,000,000 shares
         authorized; 7,415,167, and 8,098,280 shares
         outstanding, respectively .................................           74                     81
     Additional paid-in capital ....................................       22,748                 31,062
     Retained earnings .............................................        6,357                 10,113
     Accumulated other comprehensive income ........................           22                    (35)
                                                                         --------               --------

Total stockholders' equity .........................................       29,201                 41,221
                                                                         ========               ========
Total liabilities and stockholders' equity .........................     $ 50,871               $ 79,539
                                                                         ========               ========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.


                                       1
<PAGE>

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                            Three Months Ended                Nine Months Ended
                                                                         --------------------------        -------------------------
                                                                         Sept. 30,        Sept. 30,        Sept. 30,       Sept. 30,
                                                                           1998             1999             1998            1999
                                                                          -------          -------          -------         -------
<S>                                                                       <C>              <C>              <C>              <C>
Revenues .......................................................          $16,919          $21,748          $45,784          $54,815
                                                                          -------          -------          -------          -------

Operating expenses:
   Salaries and related costs ..................................           12,282           15,482           34,747           39,973
   General and office expenses .................................            1,800            2,389            5,702            7,398
   Depreciation and amortization ...............................              326              469              769            1,247
                                                                          -------          -------          -------          -------
                                                                           14,408           18,340           41,218           48,618

Income from operations .........................................            2,511            3,408            4,566            6,197
Interest income, net ...........................................              148              175              551              452
                                                                          -------          -------          -------          -------

Income before provision for income taxes and
 minority interests ............................................            2,659            3,583            5,117            6,649
Provision for income taxes (Note 2) ............................            1,133            1,526            2,156            2,875
 Minority interests in net earnings of
subsidiaries ...................................................               32               15               32               18
                                                                          =======          =======          =======          =======
Net income .....................................................          $ 1,494          $ 2,042          $ 2,929          $ 3,756
                                                                          =======          =======          =======          =======

Per share information (Note 3):
 Net income per common share:
      Basic ....................................................          $  0.20          $  0.26          $  0.40          $  0.50
                                                                          =======          =======          =======          =======
      Diluted ..................................................          $  0.20          $  0.26          $  0.39          $  0.49
                                                                          =======          =======          =======          =======

Common shares used in computing
 per share amounts:
      Basic ....................................................            7,415            7,851            7,415            7,568
                                                                          =======          =======          =======          =======
      Diluted ..................................................            7,589            7,992            7,607            7,729
                                                                          =======          =======          =======          =======
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.


                                       2
<PAGE>

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                      Nine Months Ended
                                                                              --------------------------------
                                                                              Sept. 30, 1998    Sept. 30, 1999
                                                                              --------------    --------------
<S>                                                                              <C>               <C>
Cash flows from operating activities:
   Net income ...........................................................        $  2,929          $  3,756
   Adjustments to reconcile net income to net cash
      provided by operating activities:
      Depreciation and amortization .....................................             769             1,247
      Deferred rent .....................................................              73                66
      Deferred income taxes .............................................             (29)               30
      Minority interests in net earnings of subsidiaries ................              32                18
      Gain on sale of fixed assets ......................................             (14)              (28)
   Changes in operating assets and liabilities, net of effects from
      acquisitions of businesses:
      Accounts receivable ...............................................          (1,363)           (8,031)
      Unbilled production charges .......................................          (1,408)              406
      Other current assets ..............................................             (35)              113
      Other assets ......................................................            (117)             (154)
      Accounts payable ..................................................             285             1,124
      Advance billings ..................................................            (227)           10,097
      Accrued expenses ..................................................           1,344               687
      Other liabilities .................................................             (12)               57
                                                                                 --------          --------
Net cash provided by operating activities ...............................           2,227             9,388
                                                                                 --------          --------

Cash flows from investing activities:
      Capital expenditures ..............................................            (709)           (1,012)
      Proceeds from the sale of fixed assets ............................              93               193
      Businesses acquired, net of cash received .........................         (10,213)           (7,966)
      Restricted cash ...................................................          (1,698)               16
                                                                                 --------          --------
Net cash used in investing activities ...................................         (12,527)           (8,769)
                                                                                 --------          --------

Cash flows from financing activities:
      Repayments of line of credit ......................................            (634)               --
      Repayment of bank loans and long term debt ........................            (588)             (243)
      Capital lease repayments ..........................................            (104)             (102)
      Proceeds from exercise of stock options ...........................              --               156
                                                                                 --------          --------
Net cash used in financing activities ...................................          (1,326)             (189)
                                                                                 --------          --------

Effect of exchange rates on cash ........................................             136               (51)
                                                                                 --------          --------

Net (decrease) increase in cash and cash equivalents ....................         (11,490)              379
Cash and cash equivalents at beginning of period ........................          18,092             6,472
                                                                                 --------          --------

Cash and cash equivalents at end of period ..............................        $  6,602          $  6,851
                                                                                 ========          ========
Supplemental disclosure of cash flow information: Cash paid for:
      Taxes .............................................................        $  1,339          $  2,690
                                                                                 ========          ========
      Interest ..........................................................        $     57          $    107
                                                                                 ========          ========
Supplemental schedule of noncash investing and financing activities:
  Capital leases for new equipment ......................................        $     42          $    125
                                                                                 ========          ========
  Common stock issued in connection with the acquisition of
      business ..........................................................        $     --          $  8,165
                                                                                 ========          ========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.


                                       3
<PAGE>

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1999
                                   (UNAUDITED)
                      (In thousands, except per share data)

1. ORGANIZATION AND BASIS OF PRESENTATION

            On November 12, 1997, Healthworld Corporation acquired (the
      "Consolidation"), in exchange for shares of its Common Stock, all of the
      issued and outstanding common stock of each of (i) Girgenti, Hughes,
      Butler & McDowell, Inc. and its affiliated entities ("GHB&M") and (ii)
      Milton Marketing Group Limited and its subsidiaries ("Milton"). Unless
      otherwise indicated, all references herein to the "Company" give effect to
      the Consolidation and include GHBM, Milton and each of the Company's other
      subsidiaries. The Consolidation was accounted for under the pooling of
      interests method of accounting.

            The Company is an international communications and contract sales
      marketing organization specializing in healthcare. The Company provides
      many of the world's largest pharmaceutical and healthcare companies with a
      comprehensive range of integrated strategic marketing services designed to
      accelerate the acceptance of new products and to sustain their growth.
      These integrated services include advertising and promotion, contract
      sales, consulting, medical education, public relations, marketing
      research, publishing, interactive multimedia and database marketing
      services. The Company offers its clients global reach and expertise
      through its operations in the United States, France, Spain and the United
      Kingdom and through Healthworld B.V., a world-wide network of marketing
      and communications agencies operating under exclusive licensing
      agreements.

            The accompanying unaudited consolidated financial statements reflect
      all adjustments, consisting of normal recurring accruals, which are, in
      the opinion of the Company's management, necessary to present fairly the
      financial position as of September 30, 1999 and the results of operations
      and cash flows for the interim periods ended September 30, 1998 and 1999.
      Interim results are not necessarily indicative of results for a full year.
      For further information, refer to the consolidated financial statements
      and the accompanying notes included in the Company's Annual Report on Form
      10-K for the year ended December 31, 1998.

2. INCOME TAXES

            Income taxes have been provided using the liability method in
      accordance with Statement of Financial Accounting Standards ("SFAS") No.
      109, "Accounting for Income Taxes". The provision for income taxes
      (recorded at an effective rate of 42.6% for the three months ended
      September 30, 1998 and 1999, and at an effective rate of 42.1% and 43.2%
      for the nine months ended September 30, 1998 and 1999, respectively)
      reflects management's estimation of the effective tax rate that was and is
      expected to be applicable for the respective fiscal years. This estimate
      is evaluated by management each quarter.


                                       4
<PAGE>

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1999
                                   (UNAUDITED)
                      (In thousands, except per share data)

3. NET INCOME PER COMMON SHARE

            In accordance with SFAS No. 128, "Earnings Per Share", basic
      earnings per common share amounts were computed by dividing net earnings
      by the weighted average number of common shares outstanding, excluding any
      potential dilution. Diluted earnings per common share amounts were
      computed by reflecting potential dilution from the exercise of stock
      options.

            The following chart provides a reconciliation of information used in
      calculating the per share amounts for the three-month and nine-month
      periods ended September 30, 1998 and 1999:

<TABLE>
<CAPTION>
                                                    Three Months Ended                Nine Months Ended
                                                       September 30,                     September 30,
                                                  ------------------------          ------------------------
                                                   1998             1999             1998             1999
                                                  -------          -------          -------          -------
<S>                                               <C>              <C>              <C>              <C>
Numerator:
     Net income ..............................    $ 1,494          $ 2,042          $ 2,929          $ 3,756
                                                  -------          -------          -------          -------

Denominator for basic
     net income per common share .............      7,415            7,851            7,415            7,568

Effect of dilutive securities:
     Stock options ...........................        174              141              192              161
                                                  -------          -------          -------          -------

Denominator for diluted
     net income per share ....................      7,589            7,992            7,607            7,729
                                                  =======          =======          =======          =======

Basic net income per common share ............    $  0.20          $  0.26          $  0.40          $  0.50
                                                  =======          =======          =======          =======

Diluted net income per common share ..........    $  0.20          $  0.26          $  0.39          $  0.49
                                                  =======          =======          =======          =======
</TABLE>


                                       5
<PAGE>

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1999
                                   (UNAUDITED)
                      (In thousands, except per share data)

4. COMPREHENSIVE INCOME

            In 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive
      Income", which establishes standards for reporting and display of
      comprehensive income and its components in a full set of general-purpose
      financial statements. Comprehensive income consists of net income and
      foreign currency translation adjustments. No provision for income taxes
      has been made with respect to foreign currency translation adjustments
      because all earnings of foreign subsidiaries are expected to be
      permanently reinvested outside the United States. These amounts have been
      included in the accompanying consolidated balance sheet under the caption
      "Accumulated other comprehensive income".

            Comprehensive income is as follows:

<TABLE>
<CAPTION>
                                                                    Three Months Ended              Nine Months Ended
                                                                      September 30,                   September 30,
                                                                --------------------------     --------------------------
                                                                   1998           1999             1998           1999
                                                                -----------    -----------     -----------    -----------
<S>                                                             <C>              <C>             <C>            <C>
         Net income.........................................    $    1,494       $  2,042        $  2,929       $  3,756
         Other comprehensive income:
            Foreign currency translation adjustments........           130            269             136            (57)
                                                                ----------       --------        --------       --------
         Comprehensive income...............................    $    1,624       $  2,311        $  3,065       $  3,699
                                                                ==========       ========        ========       ========
</TABLE>

5. SEGMENT INFORMATION

            In 1998, the Company adopted SFAS No. 131, "Disclosures about
      Segments of an Enterprise and Related Information". SFAS No. 131
      establishes standards for reporting information about operating segments
      and related disclosures about products and services, geographic areas and
      major customers.

            The Company is organized based on the services that it offers. Under
      this organizational structure, the Company operates in two principal
      operating segments: communications and contract sales. The Company's
      communications operations provide integrated services to clients which
      includes advertising and promotion, consulting, medical education, public
      relations, marketing research, publishing, interactive media and database
      marketing research services. The Company's contract sales operations
      involve forming dedicated sales teams which provide clients with
      substantial flexibility in selecting the extent and cost of promoting
      products as well as the clients' level of involvement in managing its
      sales effort.


                                       6
<PAGE>

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1999
                                   (UNAUDITED)
                      (In thousands, except per share data)

            Segment information is as follows:

<TABLE>
<CAPTION>
                                       Three Months Ended September 30,     Nine Months Ended September 30,
                                       --------------------------------     -------------------------------
                                          1998                 1999            1998                1999
                                        --------             --------        --------            --------
<S>                                     <C>                  <C>             <C>                 <C>
        Revenues:
          Communications...........     $  8,230             $ 11,449        $ 20,788            $ 28,617
          Contract Sales...........        8,689               10,299          24,996              26,198
                                        --------             --------        --------            --------
                                        $ 16,919             $ 21,748        $ 45,784            $ 54,815
                                        ========             ========        ========            ========

        Income from operations:
          Communications...........     $  2,417             $  2,691        $  3,839            $  4,945
          Contract Sales...........           94                  717             727               1,252
                                        --------             --------        --------            --------
                                        $  2,511             $  3,408        $  4,566            $  6,197
                                        ========             ========        ========            ========
      </TABLE>

6. ACQUISITION OF BUSINESS

            In August 1999, the Company acquired all of the capital stock of
      Falk Communications, Inc. ("Falk"), a United States healthcare
      communications company. The initial purchase price paid by the Company was
      $16,952 consisting of $9,000 in cash, including expenses related to the
      acquisition, and Company Common Stock valued at $7,952. Total amounts to
      be paid in connection with the acquisition, including expenses related to
      the acquisition and potential, future earn-out payments to take place in
      April 2000, 2001, 2002 and 2003, based upon a multiple of operating income
      of Falk, are not expected to exceed $37,802. However, because the amount
      of Common Stock to be paid in connection with additional earn-out payments
      is based upon a moving average price of the Common Stock during a 20 day
      period ending 3 days before the date payment is made, while such Common
      Stock paid in connection with the earn-outs will be valued for accounting
      purposes based upon its market price on the date of issuance, it is
      possible that as a result of market fluctuations in the price of the
      Common Stock the value of the aggregate consideration paid to the Falk
      shareholders in connection with the merger could exceed $37,802. The
      acquisition has been accounted for using the purchase method of
      accounting, whereby the excess of the initial purchase price over the fair
      value of the net assets acquired, $500, was recorded as goodwill. Total
      goodwill recorded on the purchase was $16,452. A dividend payable, in the
      amount of $1,664, is recorded in other current liabilities in the
      accompanying consolidated balance sheet. This dividend represents the


                                       7
<PAGE>

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1999
                                   (UNAUDITED)
                      (In thousands, except per share data)

      difference between the pre-acquisition net assets of Falk and the net
      assets at the time of the acquisition.

            On September 15, 1999, Healthworld paid $425, consisting of $211
      cash and $213 in Common Stock to the Falk shareholders in exchange for
      Falk stock received by the Falk Communications, Inc. Defined Contribution
      Plan and Trust u/t/a dated July 29, 1999 as consideration to certain Falk
      employees. A tax deduction will be taken on Healthworld's income tax
      return for the taxable year ending December 31, 1999 with respect thereto.
      Upon determination of the final tax deduction, Healthworld will make a
      payment of additional consideration paid to acquire the Falk stock, such
      payment will be in cash and Common Stock.

            The results of operations of the acquisition are included in the
      consolidated financial statements from the date of acquisition.

            Summarized below are the unaudited pro forma results of operations
      for the nine months ended September 30, 1998 and 1999 of the Company as
      though the Falk acquisition had occurred at the beginning of the periods
      presented. Additionally, the unaudited pro forma results of operations for
      the nine months ended September 30, 1998 includes the pro forma effects of
      the acquisition of Colwood House Medical Publications (UK) Limited and the
      acquisition of 80% of the capital stock of HFT, a French holding company,
      which owns 100% of the capital stock of Torrent, S.A., a French healthcare
      communications agency, which in turn owns 100% of the capital stock of
      Aigue Marine SARL and Katchina Productions SARL, each a French company, as
      though these acquisitions had occurred at the beginning of 1998.
      Adjustments have been made for income taxes, amortization of goodwill,
      salary expense based on employment agreements and interest income related
      to these transactions.

                                                       Nine Months Ended
                                                         September 30,
                                                  ---------------------------
                                                     1998           1999 *
                                                  ----------    -------------
      Pro Forma:
          Revenues                                $ 56,937         $ 59,364
          Net income                                 2,757            1,868

          Basic net income per common share       $   0.34         $   0.23
                                                  ========         ========
          Diluted net income per common share     $   0.33         $   0.23
                                                  ========         ========
          Common shares used in computing
             per share amounts:

                 Basic                               8,080            8,094
                                                  ========         ========
                 Diluted                             8,272            8,254
                                                  ========         ========

            * Included in the pro forma results of operations for the nine
      months ended September 30, 1999 is a charge of approximately $2,100 to the
      statement of income of Falk, which represents the compensation expense
      related to the issuance in July 1999 of 78 shares of Falk's common stock
      to certain of its key employees. Excluding the effect of this


                                       8
<PAGE>

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1999
                                   (UNAUDITED)
                      (In thousands, except per share data)

      stock issuance, pro forma net income would be $3,023 and basic and diluted
      pro forma earnings per share would be $0.37.

            These pro forma results of operations are not necessarily indicative
      of the actual results of operations that would have occurred had the
      acquisitions been made at the beginning of the periods presented or of
      results, which may occur in the future.

7. RECENTLY ISSUED ACCOUNTING STANDARDS

            In June 1998, the Financial Accounting Standards Board issued SFAS
      No. 133, "Accounting for Derivative Instruments and Hedging Activities".
      The statement establishes accounting and reporting standards requiring
      that every derivative instrument (including certain derivative instruments
      embedded in other contracts) be recorded on the Balance Sheet as either an
      asset or liability measured at its fair value. The statement requires that
      changes in the derivative's fair value be recognized currently in earnings
      unless specific hedge accounting criteria are met. Special accounting for
      qualifying hedges allows a derivative's gains and losses to offset related
      results on the hedged item in the income statement, and requires that a
      company must formally document, designate and assess the effectiveness of
      transactions that receive hedge accounting.

            Pursuant to SFAS No. 137, "Accounting for Derivative Instruments and
      Hedging Activities - Deferral of the Effective Date of FASB Statement No.
      133 - An Amendment of FASB Statement No. 133", issued in June 1999, SFAS
      No. 133 is effective for fiscal years beginning after June 15, 2000. While
      the Company operates in international markets, it does so presently
      without the use of derivative instruments and therefore SFAS No. 133 is
      not currently applicable.

8. SUBSEQUENT EVENT

            On November 9, 1999, the Company entered into an agreement (the
      "Merger Agreement") to be acquired by Cordiant Communications Group plc
      ("Cordiant"), pursuant to which a newly-formed wholly-owned subsidiary of
      Cordiant will be merged with and into the Company (the "Merger") and, the
      Company will become a wholly-owned subsidiary of Cordiant upon the
      satisfaction of certain conditions, including the receipt of certain
      regulatory approvals and the approval of the Merger by the stockholders of
      the Company and Cordiant. Certain management insiders of the Company
      beneficially owning approximately 63% of the Company's Common Stock,
      namely Steven Girgenti, William Leslie Milton, Spencer Falk, Francis
      Hughes, Herbert Ehrenthal, William Butler and Michael Garnham, have
      entered into stockholder agreements with Cordiant, pursuant to which,
      among other things, such stockholders (i) are obligated to vote in favor
      of the Merger and (ii) have granted an option to Cordiant to purchase
      their shares of the


                                       9
<PAGE>

                    HEALTHWORLD CORPORATION AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1999
                                   (UNAUDITED)
                      (In thousands, except per share data)

      Company's Common Stock, which options are exercisable only upon the
      occurrence of certain events.

            Pursuant to the terms of the Merger Agreement, the Company's
      stockholders will receive, in exchange for their shares of Common Stock,
      either Cordiant's American Depositary Receipts, each representing five
      Cordiant ordinary shares ("ADRs"), or, at such stockholder's election,
      Cordiant ordinary shares. The actual amount of ADRs and ordinary shares to
      be issued to the Company's stockholders at the time of the Merger will be
      based upon the average of the price of Cordiant's ordinary shares during a
      10-day trading period ending three trading days prior to the Company's
      stockholder meeting. Depending upon the market price of Cordiant's
      ordinary shares and the currency exchange rate between the British Pound
      Sterling and the United States Dollar during such period, Cordiant will be
      obligated to issue an amount of ADRs or ordinary shares for each share of
      the Company's Common Stock valued at between $17.00 and $23.00 per share.
      If Cordiant's stock price drops by more than 25% from the time of entering
      into the Merger Agreement and the time prior to the anticipated closing of
      the Merger, Cordiant has the right to terminate the Merger, subject to the
      Company's right to revoke such termination and consummate the Merger,
      provided that Company stockholders will receive 7.6902 Cordiant ordinary
      shares (or the corresponding amount of ADRs) per share of the Company's
      Common Stock held by them in such event.


                                       10
<PAGE>

      Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS

            This September 30, 1999 Quarterly Report on Form 10-Q contains
      statements which constitute forward-looking statements within the meaning
      of Section 27A of the Securities Act of 1933, as amended, and Section 21E
      of the Securities Exchange Act of 1934, as amended. Those statements
      include statements regarding the intent, belief or current expectations of
      the Company and its management team. The Company's stockholders and
      prospective investors are cautioned that any such forward-looking
      statements are not guarantees of future performance and involve risks and
      uncertainties, and that actual results may differ materially from those
      projected in the forward-looking statements. Such risks and uncertainties
      include, among other things, competitive, economic and regulatory factors
      in the healthcare marketing and communications industry and the
      pharmaceutical and healthcare industry, general economic conditions, the
      ability of the Company to manage its growth and successfully implement its
      business strategy and other risks and uncertainties that are discussed
      herein, and in the Company's Annual Report on Form 10-K for the fiscal
      year ended December 31, 1998.

            The following discussion and analysis should be read in conjunction
      with the Company's Annual Report on Form 10-K for the fiscal year ended
      December 31, 1998.

      Recent Events

            On November 9, 1999, the Company entered into an agreement (the
      "Merger Agreement") to be acquired by Cordiant Communications Group plc
      ("Cordiant"), pursuant to which a newly-formed wholly-owned subsidiary of
      Cordiant will be merged with and into the Company (the "Merger") and, the
      Company will become a wholly-owned subsidiary of Cordiant upon the
      satisfaction of certain conditions, including the receipt of certain
      regulatory approvals and the approval of the Merger by the stockholders of
      the Company and Cordiant. Certain management insiders of the Company
      beneficially owning approximately 63% of the Company's Common Stock,
      namely Steven Girgenti, William Leslie Milton, Spencer Falk, Francis
      Hughes, Herbert Ehrenthal, William Butler and Michael Garnham, have
      entered into stockholder agreements with Cordiant, pursuant to which,
      among other things, such stockholders (i) are obligated to vote in favor
      of the Merger and (ii) have granted an option to Cordiant to purchase
      their shares of the Company's Common Stock, which options are exercisable
      only upon the occurrence of certain events.

            Pursuant to the terms of the Merger Agreement, the Company's
      stockholders will receive, in exchange for their shares of Common Stock,
      either Cordiant's American Depositary Receipts, each representing five
      Cordiant ordinary shares ("ADRs"), or, at such stockholder's election,
      Cordiant ordinary shares. The actual amount of ADRs and ordinary shares to
      be issued to the Company's stockholders at the time of the Merger will be
      based upon the average of the price of Cordiant's ordinary shares during a
      10-day trading period ending three trading days prior to the Company's
      stockholder meeting. Depending upon the market price of Cordiant's
      ordinary shares and the currency exchange rate between the


                                       11
<PAGE>

      British Pound Sterling and the United States Dollar during such period,
      Cordiant will be obligated to issue an amount of ADRs or ordinary shares
      for each share of the Company's Common Stock valued at between $17.00 and
      $23.00 per share. If Cordiant's stock price drops by more than 25% from
      the time of entering into the Merger Agreement and the time prior to the
      anticipated closing of the Merger, Cordiant has the right to terminate the
      Merger, subject to the Company's right to revoke such termination and
      consummate the Merger, provided that Company stockholders will receive
      7.6902 Cordiant ordinary shares (or the corresponding amount of ADRs) per
      share of the Company's Common Stock held by them in such event.

      Results of Operations

            The following table sets forth certain consolidated income statement
      data of the Company as a percentage of revenues for the periods indicated:

<TABLE>
<CAPTION>
                                                              Three Months                      Nine Months
                                                           Ended September 30,               Ended September 30,
                                                       ------------------------          ------------------------
                                                         1998             1999            1998             1999
                                                       -------          -------          -------          -------
<S>                                                      <C>              <C>              <C>              <C>
      Statement of Income Data:
      Revenues .....................................     100.0%           100.0%           100.0%           100.0%
      Operating expenses:
           Salaries and related costs ..............      72.6             71.2             75.9             72.9
           General and office expenses .............      10.6             11.0             12.4             13.5
           Depreciation and amortization ...........       1.9              2.1              1.7              2.3
                                                       -------          -------          -------          -------
                                                          85.1             84.3             90.0             88.7

      Income from operations .......................      14.9             15.7             10.0             11.3
      Interest income, net .........................       0.8              0.8              1.2              0.8
                                                       -------          -------          -------          -------
      Income before provision for income taxes
           and minority interests ..................      15.7             16.5             11.2             12.1
      Provision for income taxes ...................       6.7              7.0              4.7              5.2
      Minority interests ...........................       0.2              0.1              0.1               --
                                                       -------          -------          -------          -------
      Net income ...................................       8.8%             9.4%             6.4%             6.9%
                                                       =======          =======          =======          =======
</TABLE>

 Note: Percentages may not correspond to financial statements due to rounding.


                                       12
<PAGE>

            The following table sets forth certain operating data with respect
      to the Company's communications and contract sales operations for the
      periods indicated:

<TABLE>
<CAPTION>
                                                 Three Months Ended September 30,   Nine Months Ended September 30,
                                                 --------------------------------   -------------------------------
                                                       1998             1999            1998               1999
                                                 ---------------   --------------   -------------     -------------
      <S>                                            <C>              <C>              <C>               <C>
      Revenues:
        Communications .........................     $ 8,230          $11,449          $20,788           $28,617
        Contract Sales .........................       8,689           10,299           24,996            26,198
                                                     -------          -------          -------           -------
                                                     $16,919          $21,748          $45,784           $54,815
                                                     =======          =======          =======           =======

      Income from operations:
        Communications .........................     $ 2,417          $ 2,691          $ 3,839           $ 4,945
        Contract Sales .........................          94              717              727             1,252
                                                     -------          -------          -------           -------
                                                     $ 2,511          $ 3,408          $ 4,566           $ 6,197
                                                     =======          =======          =======           =======
</TABLE>

      Fiscal Three Months Ended September 30, 1999 Compared to Fiscal Three
      Months Ended September 30, 1998

      Revenues

            Revenues for the three months ended September 30, 1999 were $21.7
      million, an increase of $4.8 million, or 28.5%, from $16.9 million for the
      three months ended September 30, 1998.

            Communications revenues for the quarter ended September 30, 1999
      increased to $11.4 million, an increase of $3.2 million, or 39.1%, from
      $8.2 million in the third quarter of 1998. This increase was primarily
      attributable to the additional revenues derived as a result of the
      acquisitions of Falk Communications Inc., CPA Espana, S.L., Colwood House
      Medical Publications (UK) Limited and 80% of the capital stock of HFT, a
      French holding company, which owns 100% of the capital stock of Torrent,
      S.A., a French healthcare communications agency, which in turn owns 100%
      of the capital stock of Aigue Marine SARL and Katchina Productions SARL,
      each a French company (collectively, the "Healthworld Acquisitions").

            Contract sales revenues for the quarter ended September 30, 1999
      increased to $10.3 million, an increase of $1.6 million, or 18.5%, from
      $8.7 million in the third quarter of 1998. This increase was attributable
      to (i) the growth of the consumer contract sales operations in the U.K.,
      which resulted from additional business from new and existing clients, and
      (ii) increased revenues generated by the U.S. contract sales division from
      new clients.


                                       13
<PAGE>

      Salaries and Related Costs

            Salaries and related costs for the three months ended September 30,
      1999 were $15.5 million, an increase of $3.2 million, or 26.1%, from $12.3
      million for the three months ended September 30, 1998. Salaries and
      related costs includes all compensation and related benefits for all
      employees and contracted talent. Such increase was primarily attributable
      to (i) approximately $1.7 million of salaries and related costs associated
      with the staffing needed to support the additional revenues generated by
      the Healthworld Acquisitions, (ii) approximately $1.0 million relating to
      the additional compensation costs to support the growth of the U.S. and
      U.K. contract sales business, and (iii) $423,000 related to increased
      communications salaries. Salaries and related costs represented 71.2% of
      revenues in the third quarter of 1999, compared to 72.6% in the third
      quarter of 1998. Such decrease, as a percentage of revenues, was primarily
      attributable to the revenue growth of the Company's communications
      operations as a percentage of total revenues. Generally, labor costs
      associated with the Company's communications operations are less as a
      percentage of corresponding revenues than those for contract sales
      services.

      General and Office Expenses

            General and office expenses for the three months ended September 30,
      1999 was $2.4 million, an increase of $589,000, or 32.7%, from $1.8
      million for the three months ended September 30, 1998. General and office
      expenses includes occupancy and related costs, client development and
      other related administrative costs. Such increase was attributable to
      $370,000 of additional expenses in connection with the Healthworld
      Acquisitions and increased business activity. General and office expenses
      represented 11.0% of revenues in the third quarter of 1999, compared to
      10.6% of the revenues in the third quarter of 1998.

      Depreciation and Amortization

            Depreciation and amortization expense for the three months ended
      September 30, 1999 was $469,000, an increase of $143,000, or 43.9%, from
      $326,000 for the three months ended September 30, 1998. The increase was
      primarily related to amortization expense associated with the goodwill
      generated in connection with the Healthworld Acquisitions, which
      acquisitions were accounted for by the purchase method of accounting.
      Depreciation and amortization expense represented 2.2% of revenues for the
      third quarter of 1999, compared to 1.9% for the third quarter of 1998.

      Income From Operations

            Income from operations for the three months ended September 30, 1999
      was $3.4 million, an increase of $897,000, or 35.7%, from $2.5 million for
      the three months ended September 30, 1998. Income from operations
      represented 15.7% of revenues in the third quarter of 1999, compared to
      14.8% in the second quarter of 1998.


                                       14
<PAGE>

      Interest Income, net

            Interest income, net for the three months ended September 30, 1999
      was $175,000, an increase of $27,000 from $148,000 for the three months
      ended September 30, 1998, primarily due to the higher cash and cash
      equivalents balances during the third quarter of 1999.

      Provision for Income Taxes

            The provision for income taxes for the three months ended September
      30, 1999 was $1.5 million, an increase of $393,000 from $1.1 million for
      the three months ended September 30, 1998. The provision for income taxes,
      based on management's estimates of the effective year-end rate, was
      recorded at an effective rate of 42.6% for the three months ended
      September 30, 1998 and 1999.

      Net Income

            Net income for the three months ended September 30, 1999 was $2.0
      million, an increase of $548,000, or 36.7%, from $1.5 million for the
      three months ended September 30, 1998. Net income represented 9.4% of
      revenues in the third quarter of 1999 compared to 8.8% in the third
      quarter of 1998.

      Fiscal Nine Months Ended September 30, 1999 Compared to Fiscal Nine Months
      Ended September 30, 1998

      Revenues

            Revenues for the nine months ended September 30, 1999 was $54.8
      million, an increase of $9.0 million, or 19.7%, from $45.8 million for the
      nine months ended September 30, 1998.

            Communications revenues for the nine months ended September 30, 1999
      increased to $28.6 million, an increase of $7.8 million, or 37.7%, from
      $20.8 million for the same period in the prior year. Of such increase,
      approximately $7.3 million was attributable to the additional revenues
      derived as a result of the Healthworld Acquisitions, while the remaining
      increase was attributable to the growth of advertising and promotion
      services in the U.S.

            Contract sales revenues increased to $26.2 million, an increase of
      $1.2 million, or 4.8%, from $25.0 million for the same period in the prior
      year. This increase was attributable to (i) an increase in U.S. contract
      sales revenues from primarily new clients of $1.7 million, (ii) an
      increase in U.K. consumer contract sales of $1.1 million, offset by a
      decrease in U.K. medical contract sales revenues of approximately $1.6
      million resulting from the discontinuation of the U.K. syndicated, medical
      contract sales business.


                                       15
<PAGE>

      Salaries and Related Costs

            Salaries and related costs for the nine months ended September 30,
      1999 was $40.0 million, an increase of $5.2 million, or 15.0%, from $34.7
      million for the nine months ended September 30, 1998. Salaries and related
      costs includes all compensation and related benefits for all employees and
      contracted talent. Such increase was primarily attributable to (i)
      approximately $4.2 million of salaries and related costs associated with
      the compensation expense generated by the inclusion of the Healthworld
      Acquisitions, (ii) approximately $665,000 relating to additional staffing
      costs to support the growth in communications services, and (iii) $330,000
      to support the growth in contract sales services. Salaries and related
      costs represented 72.9% of revenues for the first nine months of 1999,
      compared to 75.9% for the first nine months of 1998. Such decrease, as a
      percentage of revenues, was primarily attributable to the growth of the
      Company's communications operations as a percentage of total revenues.
      Generally, labor costs associated with the Company's communications
      operations are less as a percentage of corresponding revenues than those
      for the contract sales services.

      General and Office Expenses

            General and office expenses for the nine months ended September 30,
      1999 was $7.4 million, an increase of $1.7 million, or 29.7%, from $5.7
      million for the nine months ended September 30, 1998. General and office
      expenses include occupancy and related costs, client development and other
      related administrative costs. Such increase was primarily attributable to
      $1.2 million of expenses related to the inclusion of the Healthworld
      Acquisitions and increased occupancy and related costs and business
      development costs commensurate with the growth in business activity.
      General and office expenses represented 13.5% of revenues for the first
      nine months of 1999, compared to 12.5% of revenues for the first nine
      months of 1998.

      Depreciation and Amortization

            Depreciation and amortization expense for the nine months ended
      September 30, 1999 was $1.2 million, an increase of $478,000, or 62.2%,
      from $769,000 for the nine months ended September 30, 1998. The increase
      was related to (i) amortization expense associated with the goodwill
      generated in connection with the Healthworld Acquisitions, which
      acquisitions were accounted for by the purchase method of accounting, and
      (ii) additional depreciation expense attributable to property and
      equipment acquired in connection with such acquisitions. Depreciation and
      amortization expense represented 2.3% of revenues for the first nine
      months of 1999, compared to 1.7% for the first nine months of 1998.

      Income From Operations

            Income from operations for the nine months ended September 30, 1999
      was $6.2 million, an increase of $1.6 million, or 35.7%, from $4.6 million
      for the nine months ended September 30, 1998. Income from operations
      represented 11.3% of revenues for the first nine months of 1999, compared
      to 10.0% for the first nine months of 1998.


                                       16
<PAGE>

      Interest Income, net

            Interest income, net for the nine months ended September 30, 1999
      was $452,000, a decrease of $99,000 from $551,000 for the nine months
      ended September 30, 1998, primarily due to lower interest rates received
      on cash balances and the lower cash and cash equivalents balances
      throughout the nine months ended September 30, 1999.

      Provision for Income Taxes

            The provision for income taxes for the nine months ended September
      30, 1999 was $2.9 million; an increase of $719,000 from $2.2 million for
      the nine months ended September 30, 1998. The provision for income taxes,
      based on management's estimates of the effective year-end rate, was
      recorded at effective rates of 42.1% and 43.2% for the nine months ended
      September 30, 1998 and 1999, respectively. The increase in the estimated
      effective rate reflects nondeductible amortization expense in connection
      with the acquisitions.

      Net Income

            Net income for the nine months ended September 30, 1999 was $3.8
      million, an increase of $827,000, or 28.2%, from $2.9 million for the nine
      months ended September 30, 1998. Net income represented 6.9% of revenues
      for the nine months ended September 30, 1999 compared to 6.4% for the nine
      months ended September 30, 1998.

      Liquidity and Capital Resources

            During the first nine months of 1999, cash provided by operations
      was approximately $9.4 million, which consisted of net income for the
      period of $3.8 million, non-cash charges of $1.3 million, an increase in
      advance billings of $10.1 million and an aggregate increase of accounts
      payable and accrued expenses of $1.8 million. This was partially offset by
      an increase in accounts receivable of approximately $8.0 million. Cash
      used in investing activities was $8.8 million and was primarily
      attributable to the initial cash payment for Falk, net of cash received of
      $8.0 million, and capital expenditures of $1.0 million offset by proceeds
      from the sale of fixed assets of $193,000. Cash used in financing
      activities was $189,000, and primarily resulted from $345,000 for
      repayments of bank loans and capital leases offset by cash provided by
      stock option exercises of $156,000.

            The decrease in working capital at September 30, 1999 as compared to
      December 31, 1998 was primarily attributable to the cash payments in
      connection with the Falk acquisition, partially offset by net income from
      operations for the nine months.

            The Company maintains relationships with one bank in the United
      States and a number of banks in Europe which have extended various secured
      and unsecured, committed and uncommitted lines of credit in amounts
      sufficient to meet the Company's


                                       17
<PAGE>

      cash needs. In July 1999, Girgenti, Hughes, Butler and McDowell, Inc., a
      wholly-owned subsidiary of the Company, with operations in the U.S.,
      entered into a $5.0 million uncommitted line of credit with a bank of
      which no amounts are outstanding to date. Amounts outstanding under the
      line of credit accrue interest at the bank's prime rate or at LIBOR plus
      1.75%. The line of credit is guaranteed by the other entities comprising
      the Company's U.S. operations, including Healthworld Corporation, and is
      secured by a security interest in all of the personal property owned by
      certain of the entities comprising the Company's U.S. operations. The line
      expires in September 2000. The Company is also a party to various secured
      and unsecured, committed lines of credit and overdraft facilities outside
      of the United States in an aggregate amount of approximately $2.8 million.
      The Company has no amounts outstanding to date under such facilities
      outside of the United States.

            In July 1998, the Company acquired the HFT Group Companies. The
      Company's initial cash purchase price was 20.3 million French Francs
      (approximately US$3.4 million), including expenses related to the
      acquisition. Total amounts to be paid in connection with the acquisition,
      including potential, future earn-out payments to take place on or prior to
      April 15, 2000 and April 15, 2002 based upon a multiple of operating
      income of the HFT Group Companies and the seller's option to sell and the
      Company's option to purchase the remaining 20% of the capital stock of
      HFT, will not exceed 48.0 million French Francs (approximately US$8.1
      million).

            In July 1998, the Company acquired all of the capital stock of
      Colwood, a United Kingdom medical education company. The Company's initial
      cash purchase price was (pound)4.5 million (approximately US$7.5 million)
      including expenses related to the acquisition. Total amounts to be paid in
      connection with the acquisition, including potential, future earn-out
      payments to take place in April 2000 and August 2001 based upon Colwood
      achieving certain targeted operating profits, are not to exceed
      approximately (pound)8.0 million (approximately US$13.3 million).

            Pursuant to the acquisition agreement with respect to the Colwood
      transaction, the Company deposited an amount equal to (pound)1.0 million
      (approximately US$1.7 million) in an interest-bearing escrow account to be
      applied towards the potential, future earn-out payments to be made in
      April 2000 and August 2001, and may be required to deposit into such
      escrow account additional amounts based on net operating profits to be
      applied towards such potential, future earn-out payments. Accordingly,
      such committed amounts will not be available for working capital purposes.

            In October 1998, the Company acquired all of the capital stock of
      CPA Spain, a healthcare communications agency located in Madrid, Spain.
      The Company's initial cash purchase price was approximately 261 million
      Spanish Pesetas (approximately US$1.9 million) including expenses related
      to the acquisition. Total amounts to be paid in connection with the
      acquisition, including potential, future earn-out payments to take place
      in April 2000 and April 2003 based upon CPA Spain achieving certain
      targeted operating profits, are not to exceed approximately 710 million
      Spanish Pesetas (approximately US$5.1 million).


                                       18
<PAGE>

            In August 1999, the Company acquired 100% of the capital stock of
      Falk, a healthcare communications agency located in New York City. The
      Company's initial purchase price, including expenses related to the
      acquisition, was approximately $17.0 million, consisting of approximately
      $9.0 million in cash and 649,111 shares of the Company's Common Stock.
      Total amounts to be paid in cash and the Company's Common Stock in
      connection with the acquisition, including potential, future earn-out
      payments to take place on or prior to April 30, 2000, 2001, 2002 and 2003
      based upon a multiple of operating income of Falk, are not expected to
      exceed $37.8 million. However, because the amount of Common Stock to be
      paid in connection with additional earn-out payments is based upon a
      moving average price of the Common Stock during a 20 day period ending 3
      days before the date payment is made, while such Common Stock paid in
      connection with the earn-outs will be valued for accounting purposes based
      upon its market price on the date of issuance, it is possible that as a
      result of market fluctuations in the price of the Common Stock the value
      of the aggregate consideration paid to the Falk Shareholders in connection
      with the merger could exceed $37.8 million.

            Management believes that cash generated from the Company's
      operations and available to the Company under various lines of credit are
      adequate to support its short-term cash requirements for capital
      expenditures, earn-outs and maintenance of working capital.


                                       19
<PAGE>

Impact of Year 2000

            The Year 2000 issue results from the inability of some computer
      programs to identify the year 2000 properly, potentially leading to errors
      or system failure. A company's business may be adversely affected if it,
      or any of its suppliers, customers or other third parties with whom it
      transacts business (including banks and governmental agencies) have not
      resolved the Year 2000 issue in a timely manner.

            The Company's internal computing systems are primarily limited to
      hardware and software for its financial systems, such as general ledger,
      accounts receivable and accounts payable systems, and word processing,
      database and graphic design systems. The Company is not dependent on large
      legacy systems, and the Company believes that it could replace any of its
      software or systems, if necessary, quickly and at reasonable expense.

            The Company has completed its internal review with respect to Year
      2000 issues. The Company does not believe Year 2000 issues, within its
      internal information systems, will have a material adverse effect on the
      Company's business, financial condition or results of operations. The
      Company believes that its internal computer systems used in its U.S.
      Operations, Spain and France are currently Year 2000 compliant, and that
      those used in its United Kingdom operations, to the extent not already
      Year 2000 compliant, will be made Year 2000 compliant by year end.

            The Company has completed its review of the Year 2000 readiness of
      its material clients and vendors in the United States and France and
      believes, based solely upon inquiries made to such clients and vendors,
      that such parties should not cause a material disruption in the Company's
      business due to Year 2000 issues. The Company is currently working with
      critical third parties in the United Kingdom and Spain to determine the
      impact of Year 2000 issues on the various third party businesses and
      operations in the United Kingdom and Spain and the collateral impact, if
      any, on the business and operations of the Company and the plans to
      address Year 2000 issues where third party systems interface with the
      Company's systems.

            To date, the cost of the Company's Year 2000 assessment and
      compliance efforts has not been material to the Company's results of
      operations or liquidity and the Company does not anticipate that the cost
      of completing its assessment and compliance project will be material to
      its results of operations or liquidity in 1999. The Company is not aware,
      at this time, of any Year 2000 non-compliance that will materially affect
      the Company.


                                       20
<PAGE>

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits- The exhibits to this Form 10-Q are listed in the
            accompanying Exhibit Index.

      (b)   Reports on Form 8-K.

            On August 11, 1999, the Company filed with the Securities and
      Exchange Commission a Current Report on Form 8-K, for which the Date of
      Report was August 3, 1999, reporting the acquisition by the Company on
      August 3, 1999 of Falk. On October 18, 1999, the Company filed an
      Amendment No. 1 to Current Report on Form 8-K relating to the same items,
      which Amendment contained, with respect to Falk, a Balance Sheet, a
      Statement of Income, a Statement of Shareholders' Equity and a Statement
      of Cash Flows as of and for the years ended December 31, 1997 and 1998,
      and, with respect to Healthworld Corporation, on an unaudited pro forma
      combining basis, Balance Sheets as of June 30, 1999 and Statements of
      Income for the six months ended June 30, 1999 and for the year ended
      December 31, 1998.


                                       21
<PAGE>

                                   SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        HEALTHWORLD CORPORATION


Date: November 15, 1999           By:   /s/    STEVEN GIRGENTI
                                        ----------------------------------
                                               Steven Girgenti
                                          Chairman of the Board and
                                           Chief Executive Officer


Date: November 15, 1999           By:   /s/    STUART DIAMOND
                                        ----------------------------------
                                               Stuart Diamond
                                          Executive Vice President,
                                        Chief Financial Officer, Treasurer
                                               and Secretary


                                       22
<PAGE>

                                  EXHIBIT INDEX

Number   Description of Exhibits
------   -----------------------

2.01     -- Agreement and Plan of Merger among Cordiant Communications Group
            plc ("CCG"), Healthworld Acquisition Corp. ("HAC") and Healthworld
            Corporation, dated November 9, 1999.
20.01    -- Healthworld Corporation Press Release, dated November 9, 1999.
27.01    -- Financial Data Schedule.
99.01    -- Stockholder Agreement between CCG, HAC and Steven Girgenti, dated
            November 9, 1999.
99.02    -- Stockholder Agreement between CCG, HAC and Steven Girgenti
            Grantor Retained Annuity Trust, dated November 9, 1999.
99.03    -- Stockholder Agreement between CCG, HAC and The Girgenti Family
            Limited Partnership, dated November 9, 1999.
99.04    -- Stockholder Agreement between CCG, HAC and The Steve Girgenti
            Charitable Lead Annuity Trust, dated November 9, 1999.
99.05    -- Stockholder Agreement between CCG, HAC and William Leslie Milton,
            dated November 9, 1999.
99.06    -- Stockholder Agreement between CCG, HAC and William Butler, dated
            November 9, 1999.
99.07    -- Stockholder Agreement between CCG, HAC and Herbert Ehrenthal,
            dated November 9, 1999.
99.08    -- Stockholder Agreement between CCG, HAC and Michael Garnham, dated
            November 9, 1999.
99.09    -- Stockholder Agreement between CCG, HAC and The Spencer Falk
            Grantor Retained Annuity Trust u/t/a/d March 5, 1999, dated November
            9, 1999.
99.10    -- Stockholder Agreement between CCG, HAC and Spencer Falk, dated
            November 9, 1999.
99.11    -- Stockholder Agreement between CCG, HAC and Francis Hughes, dated
            November 9, 1999.


                                       23