<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
Amendment No. 3 to
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
----------------
CAREERBUILDER, INC.
(Name of Subject Company)
CAREERBUILDER, INC.
(Name of Person(s) filing Statement)
Common Stock, $.001 par value
(Title of Class of Securities)
141684100
(CUSIP Number of Class of Securities)
----------------
Robert J. McGovern
President and Chief Executive Officer
CareerBuilder, Inc.
10780 Parkridge Blvd., Suite 200
Reston, Virginia 20191
(703) 259-5500
(Name, address and telephone number of person authorized to receive notice and
communications
on behalf of the person(s) filing statement)
With a copy to:
Donald L. Toker, Esq.
Hale and Dorr LLP
1455 Pennsylvania Avenue, N.W.
Washington, DC 20004
(202) 942-8400
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
===============================================================================
<PAGE>
This Amendment No. 3 to the Solicitation and Recommendation Statement on
Schedule 14D-9 amends and supplements the Solicitation and Recommendation
Statement on Schedule 14D-9 originally filed on July 25, 2000, as amended by
Amendments Nos. 1 and 2 thereto (as amended, the "Schedule 14D-9") by
CareerBuilder, Inc., a Delaware corporation (the "Company"), relating to a
tender offer by CB Acquisition Corp. ("Purchaser"), a Delaware Corporation and a
wholly-owned subsidiary of Career Holdings, Inc., a Delaware corporation
("Career Holdings"), disclosed in a tender offer statement on Schedule TO (the
"Schedule TO") dated July 25, 2000, to purchase all outstanding shares of common
stock of the Company (the "Shares") at a price of $8.00 per Share, net to the
seller in cash, without interest (the "Offer Price"), upon the terms and subject
to the conditions set forth in the Offer to Purchase dated July 25, 2000 (the
"Offer to Purchase") and the related Letter of Transmittal. Capitalized terms
used but not defined herein shall have the meanings assigned to them in the
Schedule 14D-9.
The Company hereby amends and supplements the Schedule 14D-9 as
follows:
Item 9. Exhibits
Item 9 is hereby amended and supplemented by the addition of the
following exhibit hereto:
(a)(11) Memoranda dated August 9, 2000 and August 11, 2000 from
CareerBuilder, Inc. to holders of stock options issued under CareerBuilder, Inc.
stock incentive plans.
<PAGE>
SIGNATURE
After reasonable 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.
CareerBuilder, Inc.
By: /s/ James A. Tholen
---------------------------------
Name: James A. Tholen
Title: Senior Vice President and
Chief Financial Officer
Date: August 14, 2000
<PAGE>
EXHIBIT INDEX
(a)(11) Memoranda dated August 9, 2000 and August 11, 2000 from
CareerBuilder, Inc. to holders of stock options issued under CareerBuilder, Inc.
stock incentive plans.
