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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(RULE 14D-101)
Solicitation/Recommendation Statement Under
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)
141684 10 0
(CUSIP Number of Class of Securities)
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Robert J. McGovern
President and Chief Executive Officer
CareerBuilder, Inc.
10790 Parkridge Blvd., Suite 200
Reston, Virginia 20191
Telephone: (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 Toker, Esq.
Hale and Dorr, LLP
11951 Freedom Drive
Reston, Virginia 20191
Telephone: (703) 654-7000
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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KNIGHTRIDDER LOGO CAREERBUILDER LOGO TRIBUNE LOGO
CAREERBUILDER, KNIGHT RIDDER AND TRIBUNE
FORM RECRUITMENT POWERHOUSE
RESTON, July 17, 2000 - Knight Ridder and Tribune Company, two of the nation's
leading media companies, announced today they have agreed to acquire
CareerBuilder, Inc. for $8.00 per share in cash, as well as CareerPath.com, Inc.
to create one of the most powerful local and national online recruitment
networks. These transactions will bring together CareerBuilder's patented
e-cruiting technology, talent and its already substantial syndicated career
network with the local market strength of Knight Ridder and Tribune and the
significant content and audience reach of CareerPath. This will establish the
CareerBuilder Network as the nation's most targeted online career marketplace.
The newly expanded CareerBuilder Network will service the company's 100,000 plus
local employer customer base - from start-ups to Fortune 100s, provide access to
over 1.5 million resumes and millions of quality candidates, and deliver 5 times
more jobs than the closest major competitor. In addition, recruiters will get
one stop access for posting jobs with 100 of the Web's most widely visited
sites. The combined companies' assets enable CareerBuilder to take precision
targeting to the local level - where more than 80% of job seekers search for
employment. This agreement will also lead to the creation of new and exciting
online and offline recruitment services that will deliver the ultimate one-stop
solution for employers.
Tribune and Knight Ridder, leaders in online local information and services,
plan to use their powerful local brands, local sales teams and existing customer
relationships to help establish CareerBuilder as the leading force in the
burgeoning online recruitment industry.
"This transaction provides value to CareerBuilder stockholders and strengthens
CareerBuilder's business. This next evolution of the online career marketplace
supersedes the first generation recruitment products and sites. For consumers it
means the most powerful career management experience, featuring the most
sophisticated job search tools that are easy to use and truly harness the
awesome power of the Internet. For employers, it means bringing more targeted
candidates in vs. filtering volumes of candidates out. This new generation of
tools and technology simplifies their ability to quickly target the right
candidate for the right job," said Rob McGovern, CareerBuilder, Chairman and
CEO.
Dan Finnigan, president of KnightRidder.com, operator of the Real Cities Network
said, "This new venture enables us to create a win-win solution for advertisers,
recruiters, consumers and the companies involved. Tribune and Knight Ridder
bring powerful ingredients to the success of CareerBuilder -- our extensive
local recruitment listings, existing tools from our online classified products
and our world-class sales force of print and online reps."
"By combining CareerBuilder's management team, technology, and sales
capabilities with CareerPath's audience reach as well as Knight Ridder's and
Tribune's strong local market presence and deep customer relationships, we
create a formidable competitor in the Internet recruitment marketplace on both
the national and local levels," said David Hiller, president, Tribune
Interactive. CareerBuilder's established market position and business model
advances our online recruitment efforts and puts us on the fast track to
delivering the next generation solutions to our customers."
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"The online recruitment business is a multi-million dollar industry with
explosive growth," said McGovern. "Forrester Research predicts that online
classifieds will increase from $1.2 billion of online ad spending in 2000 to
$8.2 billion by 2005. Recruitment classifieds count for 50% of that growth. This
is another indication that the timing is right for a recruitment business that
can act fast, fluid and flexible to do what's best to compete and grow with the
market. This arrangement is just that."
"The expanded CareerBuilder Network is uniquely positioned to break through to
the next level and deliver on the total integration of online and offline
tools," added McGovern. "So when an employer needs to hire a financial analyst
in Los Angeles they can make one call to the LA Times and their advertisement
will appear in the Sunday classified section, latimes.com, careerbuilder.com,
MSN.com, BayArea.com and Bloomberg.com. That's what you call precision
targeting--bringing jobs to where quality candidates live."
Under the CareerBuilder merger agreement, a company jointly-owned and financed
by Tribune and KnightRidder.com will make a cash tender offer for all
outstanding shares of CareerBuilder common stock at $8.00 per share in cash. The
aggregate consideration in the CareerBuilder transaction is expected to be
approximately $200 million. The economic terms of the CareerPath transaction
were not disclosed.
The tender offer is expected to commence within 7 business days of this
announcement, and will be followed by a second step merger in which shares not
tendered will be converted into the right to receive the same $8.00 per share in
cash. The companies expect the merger to be completed in the third or fourth
quarter of 2000. Rob McGovern, CareerBuilder, Chairman and CEO, and James
Winchester, a Senior Vice President of CareerBuilder, have agreed to make a
substantial investment in the private company when the transaction is completed.
The CareerBuilder tender offer is conditioned on, among other things, Tribune
and KnightRidder.com acquiring at least a majority of the outstanding stock of
CareerBuilder. Holders of approximately 44% of the outstanding shares of
CareerBuilder have agreed to tender their shares in the offer and to vote their
shares in favor of the merger agreement and against any other transaction,
subject to the provisions of the agreement. The CareerPath merger is subject to
the closing of the CareerBuilder transaction. Both transactions are subject to
other customary conditions, including Hart-Scott-Rodino clearance.
The CareerBuilder merger agreement was unanimously approved by the
CareerBuilder's Board of Directors based, among other things, on the unanimous
recommendation of an independent Special Committee of the Board.
For online press kit, facts and further CareerBuilder Network information,
please visit: http://www.careerbuilder.com/announcement/
Note: An investor's conference will be held at 12:00pm EDT, 11:00am CDT. Details
available on First Call.
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CAREERBUILDER INC. (Nasdaq: CBDR) is the leading provider of targeted online
recruiting, attracting 3 million unique visitors to the CareerBuilder Network.
CareerBuilder's trademark technology, including its Mega Job SearchSM, provides
one-stop-shopping for all candidates' career needs. Only through the
CareerBuilder Network can employers target both active and passive job seekers
through 30 of the Web's most popular brands including MSN, Bloomberg, USA TODAY,
NBC, Ticketmaster Online- CitySearch and its flagship career center,
careerbuilder.com. Employer customers include AT&T, AOL, Merrill Lynch, Ernst &
Young and EDS. CareerBuilder is located in Reston, Virginia, with offices
nationwide. Visit us today at http://www.careerbuilder.com.
CareerBuilder is a registered trademark of Careerbuilder Inc. Mega Job Search,
and "my careerbuilder" are service marks of Careerbuilder, Inc. All other
trademarks mentioned in this document are the property of their respective
owners. SOURCE CareerBuilder, Inc.
KNIGHT RIDDER (NYSE: KRI) is the nation's second-largest newspaper publisher,
with products in print and online. The company publishes 32 daily newspapers in
28 U.S. markets, with a readership of 8.7 million daily and 12.9 million Sunday.
Knight Ridder also has investments in a variety of Internet and technology
companies and two newsprint companies. KnightRidder.com, its Internet
subsidiary, manages the company's Internet operations. These include a variety
of online services, among them Real Cities, a national network of local and
regional Web sites. Real Cities services include news, classified ads,
entertainment, shopping, search, community publishing, Internet access and
archives. The network comprises 28 KnightRidder.com regional Web sites including
content from 31 Knight Ridder owned newspapers. In addition the network includes
8 non-Knight Ridder partners enabling it to cover 36 U.S. markets. Both Knight
Ridder and KnightRidder.com are headquartered in San Jose, Calif.
TRIBUNE (NYSE: TRB) is a leading media company with businesses in 23 major U.S.
markets, including 18 of the top 30. Through its television and radio
broadcasting, publishing and interactive operations, Tribune reaches nearly 80
percent of U.S. households daily. Tribune Interactive operates leading
interactive news and information sites in major markets across the United
States, and ranks among the top 25 news/information/entertainment networks in
the United States. Tribune Ventures is an industry leader in venture
partnerships with new-media and technology companies. Tribune has $6 billion in
revenues and more than 30,000 employees. A Fortune 500 company in 2000, Tribune,
for the third straight year, ranked No. 1 among its industry peers in Fortune
magazine's list of most-admired companies in America.
CAREERPATH.COM was founded in 1995, and is owned by Knight-Ridder, New York
Times Company, Tribune Company, The Washington Post Company, Cox Interactive
Media, Gannett Company, and The Hearst Corporation.
This announcement is neither an offer to purchase or a solicitation of an offer
to sell shares of CareerBuilder. At the time the tender offer is commenced, the
acquiring company will file a Tender Offer Statement with the Securities and
Exchange Commission and CareerBuilder will file a Solicitation/Recommendation
Statement with respect to the offer. THE TENDER OFFER STATEMENT (INCLUDING AN
OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS)
AND THE SOLICITATION/ RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER. The Offer to Purchase, the related Letter of Transmittal
and certain
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other offer documents, as well as the Solicitation/Recommendation Statement,
will be made available to all shareholders of CareerBuilder, at no expense to
them. The Tender Offer Statement (including the Offer to Purchase, the related
Letter of Transmittal and all other offer documents filed with the SEC) and the
Solicitation/Recommendation Statement will also be available for free at the
SEC's Web site at www.sec.gov.
<TABLE>
<CAPTION>
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MEDIA CONTACTS: Cynthia Funnell Meredith Leyva
Rashmi Turner KnightRidder.com Fleishman-Hillard
Tribune Company (408) 938-6076(office) (202)421-6214
(312) 527-8787 (office) (408) 938-6098(fax) [email protected]
(312) 222-5761 (fax) [email protected]
[email protected]
Diane Strahan or Barry Lawrence
Katherine Sopranos CareerBuilder
(312) 312-222-4204 (office) (703)259-5750/5793
(312) 222-5761 (fax) [email protected]
[email protected]
[email protected]
</TABLE>
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CAREERBUILDER FACT SHEET
<TABLE>
<CAPTION>
CareerBuilder, Knight Ridder and Tribune Form Recruitment Powerhouse
<S> <C>
- Industry leader with access to more than 3 million jobs
- More than 110,000 jobs added weekly - delivering today's most
current jobs to the job seeker's front door
- Over 5.0 million unique visitors coming to CareerBuilder
Network sites
- More than 100,000 existing local customers...and growing
- Industry leading sales force with more than 150 direct sales
reps and over 4000 print and online reps
- More than 1.5 million fresh resumes
- Partnership will include 45 local daily and national
newspapers, with a circulation over 12 million
- Presence in over 60 local markets, including 24 of the
nation's top 25 DMA's
- Partnered with over 70 affiliates, powering 100 career centers
on the Web's most widely visited sites- including MSN.com,
Bloomberg.com, USATODAY.com, chicagotribune.com, philly.com,
bayarea.com and latimes.com
</TABLE>
<TABLE>
HEADQUARTERS: MANAGEMENT TEAM:
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CareerBuilder, Inc. Rob McGovern, Chairman and Chief Executive Officer
10780 Reston Parkway Jim Winchester, Senior Vice President of Engineering
Suite 200 Jim Tholen, Senior Vice President & CFO
Reston, Virginia 20191 Diane S. Strahan, Vice President of Marketing &
Communications
(703) 259-5500 Randy Potts, Vice President of Sales
http://www.careerbuilder.com Myles Fuchs, Vice President of Advertising Sales
Nancy Porte, Director of Customer Service
</TABLE>
Statements pertaining to the New CareerBuilder Network are subject to the
completion of the transactions.
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Description of Graphic Presentation
SCREEN 1: "The CareerBuilder Network Will Power 100 Career Sites on the Web"
"The Nation's Most Targeted Online Recruitment Network CareerBuilder
Network"
SCREEN 2: "Helps You Target Qualified Candidates . . ." "National Sites"
(listing of national sites)
SCREEN 3: "Who Have the Right Experience . . ." "Professional Sites" (listing of
professional sites)
SCREEN 4: "And the Right Skill Sets . . ." "Specialty Sites" (listing of
specialty sites)
SCREEN 5: "With Pin Point Accuracy . . ." "Local Sites" (listing of local sites)
"The New CareerBuilder Network Takes Targeting to the Local Level . .
." "To More than 45 Major Daily Newspapers in 60 Key Local Markets."
"Reaching 24 of the Top 25 DMA's!" (listing of newspapers and urls)
