CAREERBUILDER INC
SC TO-C, 2000-07-17
PERSONAL SERVICES
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                              - - - - - - - - - -
                                  SCHEDULE TO
                                (RULE 14D-100)
                TENDER OFFER STATEMENT UNDER SECTION 14 (D) (1)
         OR SECTION 13 (E) (1) OF THE SECURITIES EXCHANGE ACT OF 1934
                              - - - - - - - - - -
                              CAREERBUILDER, INC.
                      (Name of Subject Company (Issuer))
                             CB ACQUISITION CORP.
                             CAREER HOLDINGS, INC.
                     (Names of Filing Persons (Offerors))
                              - - - - - - - - - -
                    COMMON STOCK, PAR VALUE $.001 PER SHARE
                        (Title of Class of Securities)
                              - - - - - - - - - -
                                   141684100
                     (CUSIP Number of Class of Securities)
                              - - - - - - - - - -
                                  Mark Hianik
                           435 North Michigan Avenue
                            Chicago, Illinois 60611
                           Telephone: (312) 222-4303

                    (Name, address and telephone number of
                     person authorized to receive notices
                and communications on behalf of filing persons)
                                   Copy to:
                                   Pran Jha
                                Sidley & Austin
                                Bank One Plaza
                           10 South Dearborn Street
                            Chicago, Illinois 60603
                          Telephone:  (312) 853-7000
                           CALCULATION OF FILING FEE

Transaction Valuation: Not Applicable      Amount of Filing Fee: Not Applicable
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[ ]  Check the box if any part of the fee is offset as provided by Rule
     0-11(a)(2) and identify the filing with which the offsetting fee was
     previously paid.  Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

Amount previously paid:      Not applicable       Filing Party:   Not applicable
Form or registration No.:    Not applicable       Date Filed:     Not applicable

[X]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement 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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Item 12  EXHIBITS

Exhibit 99    Text of Press Release issued on July 17, 2000 and CareerBuilder
Fact Sheet and description of related graphic presentation.

                                 EXHIBIT INDEX

Exhibit 99    Text of Press Release issued on July 17, 2000 and CareerBuilder
Fact Sheet and description of related graphic presentation.


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