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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. 3)
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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
Orrik,cHerrington & Sutcliffe LLP
50 West San Fernando Sidley & Austin
Street
Old Federal Reserve Bank Building Bank One Plaza
400 Sansome Street 7th Floor 10 South Dearborn Street
San Francisco, San Jose, California Chicago, Illinois 60603
California 94111 95113 Telephone: (312) 853-
Telephone: (415) 392- Telephone: (408) 938- 7000
1122 0260
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. 3 (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 and 2
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 12. Exhibits.
(a)(5)(F) Memoranda from CareerBuilder to holders of stock options issued under
the CareerBuilder, Inc. Stock Incentive Plans dated August 9, 2000
and August 11, 2000 (incorporated by reference to Exhibit (a)(11) to
the Schedule 14D-9 filed by the Company on August 14, 2000).
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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: August 14, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
(a)(5)(F) Memoranda from CareerBuilder to holders of stock options issued
under the CareerBuilder, Inc. Stock Incentive Plans dated August
9, 2000 and August 11, 2000 (incorporated by reference to
Exhibit (a)(11) to the Schedule 14D-9 filed by the Company on
August 14, 2000).
</TABLE>
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