<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OF SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
_______________
CAREERBUILDER, INC.
(Name of Subject Company (Issuer))
CB ACQUISITION CORP.
CAREER HOLDINGS, INC.
(Name of Filing Persons (Offerors))
_______________
COMMON STOCK, PAR VALUE
$.001 PER SHARE
(Title of Class of Securities)
_______________
141684100
(CUSIP Number of Class of Securities)
_______________
Mark W. Hianik
435 North Michigan Avenue
Chicago, Illinois 60611
(Name, address and telephone number of
person authorized to receive notices
and communication on behalf of filing persons)
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Copies to:
<S> <C> <C>
Peter Lillevand Adrienne Lilly Pran Jha
Orrick, Herrington & Sutcliffe LLP 50 West San Fernando Street Sidley & Austin
Old Federal Reserve Bank Building 7th Floor Bank One Plaza
400 Sansome Street San Jose, California 95113 10 South Dearborn Street
San Francisco, California 94111 Telephone: (408) 938-0260 Telephone: (312) 853-7000
Telephone: (415) 392-1122
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Check the appropriate boxes below to designate any transactions to which the
statements relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. [_]
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This Amendment No. 4 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO filed by CB Acquisition Corp., a Delaware
corporation ("Purchaser") and Career Holdings, Inc. a Delaware corporation
("Career Holdings"), on July 25, 2000 as amended by Amendments No. 1, 2 and 3
thereto (as amended, the "Schedule TO"), relating to the offer to purchase all
issued and outstanding shares of common stock, par value $.001 per share
("Common Stock") of CareerBuilder, Inc., a Delaware corporation ("Company"),
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated July 25, 2000 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, together with the Offer to Purchase, as supplemented or
amended from time to time, constitute the "Offer"). Capitalized terms used but
not defined herein have the meanings assigned to such terms in the Offer to
Purchase.
ITEM 11.
The paragraph entitled "Antitrust" under Section 14 of the Offer to
Purchase ("Legal Matters; Required Regulatory Approvals") is hereby amended and
supplemented by adding the following thereto:
"On August 16, 2000, CareerBuilder and Career Holdings issued a joint press
release announcing the waiting period under the HSR Act had expired. Early
termination or expiration of the waiting period under the HSR Act was a
condition to the Offer, and such condition has now been satisfied. A copy of the
text of the joint press release is attached hereto as Exhibit (a)(5)(G) and
incorporated herein by reference."
ITEM 12. EXHIBITS.
(a)(5)(G) Text of press release issued by CareerBuilder and Career Holdings
dated August 16, 2000.
1
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
SCHEDULE TO AND SCHEDULE 13E-3
Career Holdings, Inc.
By: David D. Hiller
--------------------------------------
Name: David D. Hiller
Title: President and Assistant Secretary
CB Acquisition Corp.
By: David D. Hiller
--------------------------------------
Name: David D. Hiller
Title: President and Assistant Secretary
SCHEDULE 13E-3
CareerBuilder, Inc.
By: James A. Tholen
-----------------------------------
Name: James A. Tholen
Title: Senior Vice President and Chief
Financial Officer
Date: August 16, 2000
2
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
(a)(5)(G) Text of press release issued by CareerBuilder and Career Holdings
dated August 16, 2000.
3
