<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13D-2(B)
(AMENDMENT NO. ___)*
CareerBuilder, Inc.
-----------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
-----------------------------------------------
(Title of Class of Securities)
141684 10 0
-------------------------------
(CUSIP Number)
May 11, 1999
-----------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[x] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
PAGE 2 OF 5 PAGES
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
(1) S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert J. McGovern
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(2) (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
(3)
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
(4)
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
(5)
NUMBER OF
3,100,540 shares
SHARES ------------------------------------------
SHARED VOTING POWER
BENEFICIALLY (6)
OWNED BY 0 shares
-------------------------------------------
EACH SOLE DISPOSITIVE POWER
(7)
REPORTING
3,100,540 shares
PERSON -------------------------------------------
SHARED DISPOSITIVE POWER
WITH (8)
0 shares
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(9)
3,350,540 shares; includes 250,000 shares of Common Stock held of record
by the Robert McGovern Bypass Trust, a trust for the benefit of the Reporting
Person's spouse and children, the trustee of which is the Reporting Person's
spouse. Such shares are reported herein as beneficially owned by the Reporting
Person pursuant to Rule 13d-3(a). The Reporting Person disclaims beneficial
ownership of such shares pursuant to Rule 13d-4, and the filing of this
statement shall not be construed as an admission that the Reporting Person is,
for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of
1934, as amended, the beneficial owner of such shares.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(10)
[_]
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
(11)
14.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
(12)
IN
- ------------------------------------------------------------------------------
<PAGE> 3
PAGE 3 OF 5 PAGES
Item 1(a). Name of Issuer:
CareerBuilder, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
11495 Sunset Hills Road
Reston, VA 20190
Item 2(a). Name of Person Filing:
Robert J. McGovern
Item 2(b). Address of Principal Business Office or, if None, Residence:
CareerBuilder, Inc.
11495 Sunset Hills Road
Reston, VA 20190
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value per share
Item 2(e). CUSIP Number:
141684 10 0
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the Person Filing is a:
Not Applicable
Item 4. Ownership.
<TABLE>
<S> <C> <C>
(a) Amount Beneficially Owned: 3,350,540
Includes 250,000 shares of Common Stock held of record by the Robert McGovern Bypass
Trust, a trust for the benefit of the Reporting Person's spouse and children, the
trustee of which is the Reporting Person's spouse. Such shares are reported herein as
beneficially owned by the Reporting Person pursuant to Rule 13d-3(a). The Reporting
Person disclaims beneficial ownership of such shares pursuant to Rule 13d-4, and the
filing of this statement shall not be construed as an admission that the Reporting
Person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act
of 1934, as amended, the beneficial owner of such shares.
(b) Percent of Class: 14.6%
(c) Number of Shares as to Which Such Person Has:
(i) sole power to vote or to direct the vote: 3,100,540
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 3,100,540
(iv) shared power to dispose or to direct the disposition of: 0
</TABLE>
<PAGE> 4
PAGE 4 OF 5 PAGES
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certifications.
Not applicable
<PAGE> 5
PAGE 5 OF 5 PAGES
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 14, 2000 /s/ ROBERT J. MCGOVERN
-----------------------------------
Robert J. McGovern
