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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. 2)
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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
Orrick, Herrington & 50 West San Fernando Sidley & Austin
Sutcliffe LLP Street Bank One Plaza
Old Federal Reserve Bank 7th Floor 10 South Dearborn Street
Building San Jose, California Chicago, Illinois 60603
400 Sansome Street 95113 Telephone: (312) 853-
San Francisco, California Telephone: (408) 938- 7000
94111 0260
Telephone: (415) 392-1122
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. 2 (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 Amendment No. 1 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 11.
Section 14 of the Offer to Purchase ("Legal Matters; Required Regulatory
Approvals") is hereby amended and supplemented by adding the following thereto:
"On July 28, 2000, an amended complaint to the lawsuit entitled Caroline
Teitelbaum v. Peter J. Barris, David C. Wetmore, Gary C. Butler, Robert J.
McGovern, James A. Tholen, CareerBuilder, Inc., Knight-Ridder, Inc. and Tribune
Company, was filed in the Chancery Court in and for New Castle County, Delaware
by a plaintiff seeking to assert claims on behalf of a class of all
stockholders of CareerBuilder. The amended complaint alleges that the
CareerBuilder Board breached its fiduciary duties to the CareerBuilder
stockholders by appointing a special committee whose members suffered from
conflicts of interest and by entering into the Merger Agreement allegedly
without conducting an adequate process and containing a termination fee
provision that will inhibit competing bidders. The amended complaint alleges
that Tribune and Knight-Ridder, Inc. aided and abetted the CareerBuilder
Board's alleged breaches. The plaintiff seeks injunctive relief against the
transaction or if consummated, recission of the transaction and/or damages.
CareerBuilder and Career Holdings believe that the amended complaint is without
merit and intend to defend the claims vigorously."
The full text of the amended complaint is attached hereto as Exhibit
(a)(5)(E) and incorporated herein by reference.
Item 12. Exhibits.
<TABLE>
<C> <S>
(a)(5)(E) Amended Complaint of Caroline Teitelbaum against Peter J. Barris,
David C. Wetmore, Gary C. Butler, Robert J. McGovern, James A.
Tholen, CareerBuilder, Inc., Knight-Ridder, Inc. and Tribune
Company.
</TABLE>
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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.
David D. Hiller
By: _________________________________
Name: David D. Hiller
Title: President and Assistant
Secretary
CB Acquisition Corp.
David D. Hiller
By: _________________________________
Name: David D. Hiller
Title: President and Assistant
Secretary
SCHEDULE 13E-3
CareerBuilder, Inc.
Robert J. McGovern
By: _________________________________
Name: Robert J. McGovern
Title: Chairman of the Board,
President and Chief
Executive officer
Date: August 1, 2000
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EXHIBIT INDEX
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Exhibit
No. Description
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(a)(5)(E) Amended Complaint of Caroline Teitelbaum against Peter J.
Barris, David C. Wetmore, Gary C. Butler, Robert J. McGovern,
James A. Tholen, CareerBuilder, Inc., Knight-Ridder, Inc. and
Tribune Company.
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