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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
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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)
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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.
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This Amendment No. 1 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 (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 8. Additional Information.
Item 8 is hereby amended and supplemented as follows:
"On July 25, 2000, a putative class action 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 plaintiffs
seeking to assert claims on behalf of a class of all stockholders of Company.
The complaint names as defendants the Company, the members of the Company Board,
Tribune and Knight-Ridder, Inc., and alleges that the Company Board breached its
fiduciary duties to the Company stockholders by entering into the Merger
Agreement allegedly at an inadequate price, without conducting an adequate
process. The complaint alleges that Tribune and Knight-Ridder, Inc. aided and
abetted the Company Board's alleged breaches. A copy of the complaint is filed
herewith as Exhibit (i)(2) of this Schedule 14D-9 and is incorporated herein by
reference. The plaintiff seeks injunctive relief against the transaction and/or
damages. Company and Career Holdings believe that the Complaint is without merit
and intend to defend the claims vigorously."
Item 9. Exhibits
Item 9 is hereby amended and supplemented by the addition of the
following exhibit hereto:
(i)(2) Complaint filed in action 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 (Court of Chancery
of New Castle County, Delaware) (incorporated herein by reference to Exhibit
(a)(5)(D) to the Schedule TO).
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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.
/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
(i)(2) Complaint filed in action 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 (Court of Chancery
of New Castle County, Delaware) (incorporated herein by reference to Exhibit
(a)(5)(D) to the Schedule TO).
