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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 1)
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CAREERBUILDER, INC.
(Name of Subject Company (Issuer))
CB ACQUISITION CORP.
CAREER HOLDINGS, INC.
(Name of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
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141684100
(CUSIP Number of Class of Securities)
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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)
Copies to:
Peter Lillevand Adrienne Lilly Pran Jha
Orrick, Herrington & 50 West San Fernando Sidley & Austin
Sutcliffe LLP Street Bank One Plaza
Old Federal Reserve Bank 7th Floor 10 South Dearborn Street
Building San Jose, California Chicago, Illinois 60603
400 Sansome Street 95113 Telephone: (312) 853-
San Francisco, California Telephone: (408) 938- 7000
94111 0260
Telephone: (415) 392-1122
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. 1 (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, 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.
Section 14 of the Offer to Purchase ("Legal Matters; Required Regulatory
Approvals") is hereby amended and supplemented by adding the following
thereto:
"On July 25, 2000, a lawsuit entitled Charles Smith v. Robert J. McGovern,
James A. Tholen, Peter J. Barris, David C. Wetmore, Gary C. Butler,
CareerBuilder, Inc., Knight-Ridder, Inc. and Tribune Company, was filed in the
Chancery Court in and for New Castle County, Delaware by a plaintiff seeking
to assert claims on behalf of a class of all stockholders of CareerBuilder.
The complaint names as defendants CareerBuilder, the members of the
CareerBuilder Board, Tribune and Knight-Ridder, Inc., and alleges that the
CareerBuilder Board breached its fiduciary duties to the CareerBuilder
stockholders by entering into the Merger Agreement allegedly at an inadequate
price and without conducting an adequate process. The plaintiff alleges that
Tribune and Knight-Ridder, Inc. aided and abetted the CareerBuilder Board's
alleged breaches. The plaintiff seeks injunctive relief against the
transaction or if consummated, recission of the transaction, and/or damages.
CareerBuilder and Career Holdings believe that the complaint is without merit
and intend to defend the claims vigorously."
The full text of the complaint is attached hereto as Exhibit (a)(5)(D) and
incorporated herein by reference.
Item 12. Exhibits.
<TABLE>
<C> <S>
(a)(5)(D) Complaint of Charles Smith against Robert J. McGovern, James A.
Tholen, Peter J. Barris, David C. Wetmore, Gary C. Butler,
CareerBuilder, Inc., Knight-Ridder, Inc. and Tribune Company.
</TABLE>
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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.
/s/ David D. Hiller
By: _________________________________
Name: David D. Hiller
Title: President and Assistant
Secretary
CB Acquisition Corp.
/s/ David D. Hiller
By: _________________________________
Name: David D. Hiller
Title: President and Assistant
Secretary
SCHEDULE 13E-3
CareerBuilder, Inc.
/s/ James A. Tholen
By: _________________________________
Name: James A. Tholen
Title: Senior Vice President and
Chief Financial Officer
Date: July 28, 2000
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EXHIBIT INDEX
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<CAPTION>
Exhibit
No. Description
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<C> <S>
(a)(5)(D) Complaint of Charles Smith against Robert J. McGovern, James A.
Tholen, Peter J. Barris, David C. Wetmore, Gary C. Butler,
CareerBuilder, Inc., Knight-Ridder, Inc. and Tribune Company.
</TABLE>
