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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)
of Section 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 5)
_______________
CAREERBUILDER, INC.
(Name of Subject Company (Issuer))
CB ACQUISITION CORP.
CAREER HOLDINGS, INC.
TRIBUNE COMPANY
KNIGHTRIDDER.COM, INC.
ROBERT MCGOVERN
JAMES WINCHESTER
(Name of Filing Persons (Offerors))
----------------
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
----------------
141684100
(CUSIP Number of Class of Securities)
----------------
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. 5 (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, 2, 3 and
4 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 4 ("Terms of the Transaction"); Item 11 ("Additional Information"); Item
13 ("Information Required by Schedule 13E-3").
Items 4, 11 and 13 of the Schedule TO are hereby amended and supplemented as
follows:
The thirteenth paragraph under the subsection titled "Background of the
Offer; Contacts with CareerBuilder" to Section 1 of the Offer to Purchase
("Special Factors") is hereby amended and supplemented by adding the following
thereto:
"Following the meeting, Mr. McGovern contacted the representative of the
unaffiliated investment bank and advised him that CareerBuilder was not
interested in pursuing the expression of interest at that time. No
additional steps were taken to explore that expression of interest."
The paragraph under the subsection titled "Recommendation of the Independent
Committee and the CareerBuilder Board; Fairness of the Transaction" under
Section 1 of the Offer to Purchase ("Special Factors") is hereby amended and
supplemented by adding the following thereto:
"In particular, CareerBuilder believes that the Offer and the Merger are
advisable, fair and in the best interests of the CareerBuilder stockholders
who are unaffiliated with the proposed acquirors."
The eleventh numbered paragraph under the subsection titled "Independent
Committee" under Section 1 of the Offer to Purchase ("Special Factors") is
hereby amended to state in its entirety the following:
"(11) Possible Decline in Market Price of Common Stock. The Independent
Committee also considered the potential benefits and risks of remaining an
independent public company. The Independent Committee considered the
possibility that if a merger transaction with Career Holdings were not
negotiated, it is possible that because of a decline in the market price of
the Shares or the stock market in general, the price that might be received
by the holders of the Shares in the open market or in a future transaction
might be less than the $8.00 per Share price to be received by stockholders
in connection with the Offer and the proposed Merger."
The second paragraph under the subsection titled "Board of Directors of
CareerBuilder" under Section 1 of the Offer to Purchase ("Special Factors") is
hereby amended and supplemented by adding the following thereto:
"Except as set forth in the factors described above, neither the
Independent Committee nor the Board of Directors considered negative
factors relating to the proposed transaction."
The subsection titled "Position of Career Holdings and Purchaser Regarding
Fairness of the Offer and the Merger" under Section 1 of the Offer to Purchase
("Special Factors") is hereby amended to state in its entirety the following:
"Position of Career Holdings, Purchaser, Tribune, KnightRidder.com,
Robert J. McGovern and James A. Winchester Regarding Fairness of the Offer
and the Merger.
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Career Holdings, Purchaser, Tribune, KnightRidder.com, Robert McGovern
and James Winchester believe that the consideration to be received by
CareerBuilder's stockholders pursuant to the Offer and the Merger is fair
to and in the best interests of CareerBuilder's stockholders. Career
Holdings, Purchaser, Tribune, KnightRidder.com, Robert McGovern and James
Winchester base their belief on the following factors: (i) the conclusions
and recommendations of the Independent Committee and the CareerBuilder
Board that the Merger is advisable, fair and in the best interests of
CareerBuilder's stockholders, (ii) the fact that the Offer and the Merger
and the other terms and conditions of the Merger Agreement were the result
of arm's length, good faith negotiations between the Independent Committee
and Career Holdings and their respective advisors, (iii) the fact that the
Independent Committee received an opinion from Credit Suisse First Boston
that, as of July 16, 2000 and based upon and subject to certain assumptions
and matters set forth in the opinion, the Offer Price and the Merger
Consideration to be received by the holders of Shares in the Offer and the
Merger are fair, from a financial point of view, to holders of Shares
(other than Career Holdings and its affiliates and Robert J. McGovern and
James A. Winchester), (iv) the fact that the consideration to be paid in
the Offer represents a premium of approximately 93.9% over the reported
closing sale price on the last full trading day prior to the announcement
of the proposed transaction and a premium in excess of 134% over the 30-
trading day average closing sale price for the period prior to announcement
of the proposed transaction, and (v) the Offer and the Merger will each
provide consideration to the stockholders entirely in cash.
Career Holdings, Purchaser, Tribune, KnightRidder.com, Robert McGovern
and James Winchester did not find it practicable to assign, nor did they
assign, relative weights to the individual factors considered in reaching
its conclusion as to fairness.
The foregoing discussion of the information and factors considered and
given weight by Career Holdings, Purchaser, Tribune, KnightRidder.com,
Robert McGovern and James Winchester is not intended to be exhaustive but
is believed to include all material factors considered by Career Holdings,
Purchaser, Tribune, KnightRidder.com, Robert McGovern and James Winchester.
Career Holdings believes that the Offer and the Merger are advisable,
fair and in the best interests of the CareerBuilder stockholders who are
unaffiliated with the proposed acquirors."
The subsection titled "Purpose and Structure of the Offer and the Merger;
Reasons of Career Holdings for the Offer and the Merger" under Section 1 of the
Offer to Purchase ("Special Factors") is hereby amended to state in its
entirety the following:
"Purpose and Structure of the Offer and the Merger; Reasons of Career
Holdings, Purchaser, Tribune, KnightRidder.com, Robert J. McGovern and
James A. Winchester for the Offer and the Merger.
The purpose of Career Holdings, Tribune and KnightRidder.com in
undertaking the Offer and the Merger is for Career Holdings and its
subsidiaries to acquire all of the outstanding Shares. Upon the
consummation of the Merger, CareerBuilder will become a wholly owned
subsidiary of Career Holdings. The acquisition of Shares has been
structured as a cash tender offer followed by a cash merger to effect a
prompt and orderly transfer of ownership of CareerBuilder from the public
stockholders to Career Holdings and provide stockholders with cash for all
of their Shares. Robert McGovern's and James Winchester's purpose for
engaging in the transaction is to allow the purchase of CareerBuilder by
Career Holdings.
Proceeding with the Offer and the Merger at this time would also, in the
view of Career Holdings, Purchaser, Tribune, KnightRidder.com, Robert
McGovern and James Winchester, afford CareerBuilder's stockholders an
opportunity to dispose of their Shares at a premium over market prices.
Career Holdings, Purchaser, Tribune, KnightRidder.com, Robert McGovern
and James Winchester have concluded that the Offer and the Merger,
including the Offer Price to be received by stockholders of CareerBuilder,
are fair to the holders of the Shares (other than Messrs. McGovern and
Winchester) based upon the factors described above under "Position of
Career Holdings, Purchaser, Tribune, KnightRidder.com, Robert J. McGovern
and James A. Winchester Regarding Fairness of the Offer and the Merger"."
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The first paragraph under the subsection titled "Plans for CareerBuilder
After the Offer and the Merger" under Section 1 of the Offer to Purchase
("Special Factors") is hereby amended and supplemented by adding the following
thereto:
"As a result of the consummation of the Offer and the Merger,
CareerBuilder will no longer be a publicly-held company, but will instead
be a private company and a wholly-owned subsidiary of Career Holdings. The
current stockholders of CareerBuilder will no longer have any equity
interest in CareerBuilder; however, Robert McGovern and James Winchester
will have an indirect interest in CareerBuilder as a result of their equity
interest in Career Holdings. See "Special Factors--The Employment
Agreements" and "Special Factors--Interests of Certain Persons in the Offer
and in the Merger."
The second paragraph under the subsection titled "Plans for CareerBuilder
After the Offer and the Merger" under Section 1 of the Offer to Purchase
("Special Factors") is hereby amended and supplemented by adding the following
after the third sentence thereto:
"The CareerPath Merger will occur after the CareerBuilder Merger.
CareerPath is a private company that is currently owned by Tribune, Knight-
Ridder.com, The New York Times Company, The Washington Post Company, Cox
Newspapers, Inc., Gannett CP, Inc. and the Hearst Corporation. The
CareerPath Merger is being effected so that CareerPath and CareerBuilder
will be under common ownership by Career Holdings, with Tribune,
KnightRidder.com, Robert McGovern and James Winchester, indirectly owning
the entire interest in both companies. Career Holdings, Tribune and
KnightRidder.com believe that this ownership structure will simplify and
streamline both businesses' operations and allow for more efficient
management."
The subsection titled "Transactions and Arrangements Concerning the Shares"
under Section 1 of the Offer to Purchase ("Special Factors") is hereby amended
to state in its entirety the following:
"Transactions and Arrangements Concerning the Shares.
To CareerBuilder's, Career Holdings', the Purchaser's, Tribune's,
KnightRidder.com's, Robert McGovern's and James Winchester's knowledge, no
transactions in the Shares, except as set forth in Schedule II, have been
effected during the past 60 days by CareerBuilder or its executive officers
(including Robert McGovern and James Winchester), directors, affiliates and
any associates or majority owned subsidiaries and any executive officers or
directors of any subsidiary, or by Career Holdings, Purchaser, Tribune or
KnightRidder.com or their executive officers, directors, affiliates and any
associates or subsidiaries.
Since the commencement of CareerBuilder's second full fiscal year
preceding the date of this Offer to Purchase, no purchases of Shares were
made by CareerBuilder, Career Holdings, the Purchaser, Tribune,
KnightRidder.com, Robert McGovern or James Winchester, except as described
on Schedule II.
Except as set forth in this Offer to Purchase, neither CareerBuilder,
Career Holdings, the Purchaser, Tribune, KnightRidder.com, Robert McGovern
or James Winchester, nor, to CareerBuilder's, Career Holdings', the
Purchaser's, Tribune's, KnightRidder.com's, Robert McGovern's or James
Winchester's knowledge, any of their respective affiliates, directors or
executive officers or any person controlling CareerBuilder, Career
Holdings, the Purchaser, Tribune, KnightRidder.com, Robert McGovern or
James Winchester is a party to any contract, arrangement, understanding or
relationship, other than the Stockholder Agreements, with any other person
relating, directly or indirectly, to, or in connection with the Offer, with
respect to any securities of CareerBuilder (including, without limitation,
any contract, arrangement, understanding or relationship concerning the
transfer or the voting of any such securities, joint ventures, loan or
option arrangements, puts or calls, guarantees of loans, guarantees against
loss or the giving or withholding of proxies, consents or authorizations).
Except as described in this Offer to Purchase, since July 16, 1998, no
contracts or negotiations concerning a merger, consolidation, or
acquisition, a tender offer for or other acquisition of any securities of
CareerBuilder, an election of
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directors of CareerBuilder, or a sale or other transfer of a material
amount of assets of CareerBuilder has been entered into or has occurred
between any affiliates of CareerBuilder, Career Holdings, the Purchaser,
Tribune, KnightRidder.com, Robert McGovern or James Winchester or, since
CareerBuilder's initial public offering in May 1999, between CareerBuilder
or any of its affiliates and any unaffiliated person. Except as described
in this Offer to Purchase, since January 1, 1997, none of Career Holdings,
the Purchaser, Tribune, KnightRidder.com, Robert McGovern or James
Winchester has made any underwritten public offering of the Shares that was
(i) registered under the Securities Act or (ii) exempt from registration
under the Securities Act pursuant to Regulation A thereunder."
The subsection titled "Interests of Certain Persons in the Offer and the
Merger" under Section 1 of the Offer to Purchase ("Special Factors") is hereby
amended to state in its entirety the following:
"Interests of Certain Persons in the Offer and the Merger.
Ownership of Shares. The directors and executive officers of
CareerBuilder as a group beneficially owned, as of June 30, 2000, 9,639,508
Shares (excluding Shares issuable upon exercise of options or warrants)
(which includes 3,350,540 Shares beneficially owned by Robert McGovern,
representing approximately 14.0% of the Shares, and 693,750 Shares
beneficially owned by James Winchester, representing approximately 2.9% of
the Shares). Assuming that all such Shares are tendered pursuant to the
Offer, such persons would receive an aggregate of $77,116,064 for their
shares, including $26,804,320 by Mr. McGovern and $5,550,000 by Mr.
Winchester. In addition, executive officers and directors of CareerBuilder
hold Stock Options to purchase an aggregate of 352,000 Shares of which
45,000 are currently exercisable and all of which will become exercisable
at the Effective Time of the Merger. Pursuant to the Merger Agreement, the
directors and executive officers are entitled to receive in respect of such
Stock Options Option Consideration determined in accordance with the
provisions described under "--The Merger Agreement--Stock Based
Compensation and Warrants." Assuming that no taxes are required to be
withheld, the directors and executive officers of CareerBuilder as a group
will receive an aggregate of $1,782,418 in respect of their Stock Options.
See "--The Merger Agreement--Stock Based Compensation and Warrants." Mr.
McGovern does not hold any Stock Options.
Employment Agreements. Concurrently with the execution of the Merger
Agreement, Career Holdings entered into the Employment Agreements. The
Employment Agreements provide that, among other things, Mr. McGovern and
Mr. Winchester will receive a specified salary and grant of stock options
from Career Holdings. In addition, the Employment Agreements provide that
after the Effective Time, Mr. McGovern shall purchase from Career Holdings
2,010,324 shares of common stock of Career Holdings, representing
approximately 6% of the issued and outstanding shares of common stock of
Career Holdings; and Mr. Winchester shall purchase from Career Holdings
346,875 shares of common stock of Career Holdings, representing
approximately 1% of the issued and outstanding shares of common stock of
Career Holdings. See "Special Factors--The Employment Agreements."
Special Arrangements. James A. Tholen, Senior Vice President and Chief
Financial Officer of CareerBuilder has an agreement with CareerBuilder that
provides for the immediate vesting of one half of Mr. Tholen's unvested
Stock Options in the event of a change of control of CareerBuilder. As a
result of this provision, upon consummation of the Offer, options to
purchase 128,750 Shares held by Mr. Tholen will vest immediately."
The first sentence of the third paragraph under Section 2 of the Offer to
Purchase ("Terms of the Offer") is hereby amended to state in its entirety the
following:
"Subject to the applicable regulations of the SEC and the terms of the
Merger Agreement, we also reserve the right, in our sole discretion, at any
time or from time to time, to: (a) delay purchase of or, regardless of
whether we previously purchased any Shares, payment for any Shares pending
receipt of any regulatory or governmental approvals or expiration of the
applicable regulatory or governmental waiting period specified in Section
14; (b) terminate the Offer (whether or not any Shares have previously been
purchased) prior to the Expiration Date if any condition referred to in
Section 13 has not been satisfied or
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upon the occurrence of any event specified in Section 13; and (c) except as
set forth in the Merger Agreement, waive any condition or otherwise amend
the Offer in any respect, in each case, prior to the Expiration Date, by
giving oral or written notice of the delay, termination, waiver or
amendment to the Depositary and, other than in the case of any waiver, by
making a public announcement thereof."
The first sentence of the first paragraph under Section 3 of the Offer to
Purchase ("Acceptance for Payment and Payment for Shares") is hereby amended to
state in its entirety the following:
"Upon the terms and subject to the conditions of the Offer (including,
if we extend or amend the Offer, the terms and conditions of the Offer as
so extended or amended), we will purchase, by accepting for payment, and
will pay for, all Shares validly tendered and not withdrawn (as permitted
by Section 4) prior to the Expiration Date promptly after the Expiration
Date."
The title of Section 10 of the Offer to Purchase ("Certain Information
Concerning Career Holdings and CB Acquisition Corp.") is hereby amended to
state in its entirety the following:
"10. Certain Information Concerning Career Holdings, CB Acquisition
Corp., Tribune, KnightRidder.com, Robert J. McGovern and James A.
Winchester."
The second paragraph under Section 10 of the Offer to Purchase ("Certain
Information Concerning Career Holdings, Tribune, KnightRidder.com, Robert J.
McGovern and James A. Winchester") is hereby amended and supplemented by adding
the following after the second sentence thereto:
"The CareerPath Merger is expected to be consummated after the
CareerBuilder Merger."
The fifth paragraph under Section 10 of the Offer to Purchase ("Certain
Information Concerning Career Holdings, Tribune, KnightRidder.com, Robert J.
McGovern and James A. Winchester") is hereby amended to state in its entirety
the following:
"The name, citizenship, business address, business telephone number,
principal occupation or employment and five-year business history of each
of the directors and executive officers of Career Holdings, Purchaser,
Tribune and KnightRidder.com and of each of Robert McGovern and James
Winchester are described in Schedule I hereto."
The title of Schedule I of the Offer to Purchase ("Directors and Executive
Officers of Career Holdings, Inc., CB Acquisition Corp., Tribune Company and
KnightRidder.com, Inc.") is hereby amended to state in its entirety the
following:
"Directors and Executive Officers of Career Holdings, Inc., CB
Acquisition Corp., Tribune Company and KnightRidder.com, Inc. and
Biographical Information of Robert J. McGovern and James A. Winchester."
Schedule I of the Offer to Purchase ("Directors and Executive Officers of
Career Holdings, Inc., CB Acquisition Corp., Tribune Company and
KnightRidder.com, Inc. and Biographical Information of Robert J. McGovern and
James A. Winchester") is hereby amended and supplemented by adding the
following thereto:
"Biographical Information of Robert J. McGovern and James A. Winchester
The following table sets forth the name and present principal occupation
or employment, and material occupations, positions, offices or employment
for the past five years of each of Robert McGovern and James Winchester.
The business address of each such person is c/o CareerBuilder, Inc., 10780
Parkridge Boulevard, Suite 200, Reston, Virginia 20191, and each such
person is a citizen of the United States of America. Neither Mr. McGovern
nor Mr. Winchester has been convicted in a criminal proceeding during the
past five years (excluding traffic violations or similar misdemeanors), and
neither Mr. McGovern nor Mr. Winchester have been a party to any judicial
or administrative proceeding during the past five years (except for matters
that were dismissed without sanction or settlement) that resulted in a
judgment, decree or final order enjoining the person from future violations
of, or prohibiting activities subject to, federal or state securities laws,
or a finding of any violation of federal or state securities laws.
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<TABLE>
<CAPTION>
Person Principal Occupation
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<C> <S>
Robert J. McGovern...... Chairman of the Board of Directors, President and
Chief Executive Officer of CareerBuilder since
its founding in November 1995. Prior to November
1995, he served as Vice President and General
Manager of the Availability and Performance
Group, a division of Legent Corporation, a
systems software company.
James A. Winchester..... Senior Vice President of Engineering and Chief
Technology Officer of CareerBuilder since
November 1995. Prior to November 1995, Mr.
Winchester was employed by Legent Corporation,
most recently as a Director of Product
Development."
</TABLE>
Item 5 ("Past Contacts, Transactions, Negotiations and Agreements").
Item 5 of the Schedule TO is hereby amended and supplemented as follows:
(a) The paragraph under the subsection titled "Recommendation of the
Independent Committee and the CareerBuilder Board; Fairness of the
Transaction" under Section 1 of the Offer to Purchase ("Special Factors")
is hereby amended and supplemented by adding the following thereto:
"In particular, CareerBuilder believes that the Offer and the Merger
are advisable, fair and in the best interests of the CareerBuilder
stockholders who are unaffiliated with the proposed acquirors."
(b) The paragraph under the subsection titled "Recommendation of the
Independent Committee and the CareerBuilder Board; Fairness of the
Transaction" under Section 1 of the Offer to Purchase ("Special Factors")
is hereby amended and supplemented by adding the following thereto:
"In particular, CareerBuilder believes that the Offer and the Merger
are advisable, fair and in the best interests of the CareerBuilder
stockholders who are unaffiliated with the proposed acquirors."
Item 6 ("Purpose of the Transaction and Plans or Proposals").
Item 6 of the Schedule TO is hereby amended and supplemented as follows:
The paragraph under the subsection titled "Recommendation of the
Independent Committee and the CareerBuilder Board; Fairness of the
Transaction" under Section 1 of the Offer to Purchase ("Special Factors")
is hereby amended and supplemented by adding the following thereto:
"In particular, CareerBuilder believes that the Offer and the Merger
are advisable, fair and in the best interests of the CareerBuilder
stockholders who are unaffiliated with the proposed acquirors."
The subsection titled "Purpose and Structure of the Offer and the Merger;
Reasons of Career Holdings for the Offer and the Merger" under Section 1 of the
Offer to Purchase ("Special Factors") is hereby amended to state in its
entirety the following:
"Purpose and Structure of the Offer and the Merger; Reasons of Career
Holdings, Purchaser, Tribune, KnightRidder.com, Robert J. McGovern and
James A. Winchester for the Offer and the Merger.
The purpose of Career Holdings, Tribune and KnightRidder.com in
undertaking the Offer and the Merger is for Career Holdings and its
subsidiaries to acquire all of the outstanding Shares. Upon the
consummation of the Merger, CareerBuilder will become a wholly owned
subsidiary of Career Holdings. The acquisition of Shares has been
structured as a cash tender offer followed by a cash merger to effect a
prompt and orderly transfer of ownership of CareerBuilder from the public
stockholders to Career Holdings and provide stockholders with cash for all
of their Shares. Robert McGovern's and James Winchester's purpose for
engaging in the transaction is to allow the purchase of CareerBuilder by
Career Holdings.
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Proceeding with the Offer and the Merger at this time would also, in the
view of Career Holdings, Purchaser, Tribune, KnightRidder.com, Robert
McGovern and James Winchester, afford CareerBuilder's stockholders an
opportunity to dispose of their Shares at a premium over market prices.
Career Holdings, Purchaser, Tribune, KnightRidder.com, Robert McGovern
and James Winchester have concluded that the Offer and the Merger,
including the Offer Price to be received by stockholders of CareerBuilder,
are fair to the holders of the Shares (other than Messrs. McGovern and
Winchester) based upon the factors described above under "Position of
Career Holdings, Purchaser, Tribune, KnightRidder.com, Robert McGovern and
James Winchester Regarding Fairness of the Offer and the Merger."
The first paragraph under the subsection titled "Plans for CareerBuilder
After the Offer and the Merger" under Section 1 of the Offer to Purchase
("Special Factors") is hereby amended and supplemented by adding the following
thereto:
"As a result of the consummation of the Offer and the Merger,
CareerBuilder will no longer be a publicly-held company, but will instead
be a private company and a wholly-owned subsidiary of Career Holdings. The
current stockholders of CareerBuilder will no longer have any equity
interest in CareerBuilder; however, Robert McGovern and James Winchester
will have an indirect interest in CareerBuilder as a result of their equity
interest in Career Holdings. See "Special Factors--The Employment
Agreements" and "Special Factors--Interests of Certain Persons in the Offer
and in the Merger."
The second paragraph under the subsection titled "Plans for CareerBuilder
After the Offer and the Merger" under Section 1 of the Offer to Purchase
("Special Factors") is hereby amended and supplemented by adding the following
after the third sentence thereto:
"The CareerPath Merger will occur after the CareerBuilder Merger.
CareerPath is a private company that is currently owned by Tribune, Knight-
Ridder.com, The New York Times Company, The Washington Post Company, Cox
Newspapers, Inc., Gannett CP, Inc. and the Hearst Corporation. The
CareerPath Merger is being effected so that CareerPath and CareerBuilder
will be under common ownership by Career Holdings, with Tribune,
KnightRidder.com, Robert McGovern and James Winchester, indirectly owning
the entire interest in both companies. Career Holdings, Tribune and
KnightRidder.com believe that this ownership structure will simplify and
streamline both businesses' operations and allow for more efficient
management."
Item 8 ("Interest in Securities of the Subject Company").
Item 8 of the Schedule TO is amended and supplemented as follows:
(a) The title of Section 10 of the Offer to Purchase ("Certain
Information Concerning Career Holdings and CB Acquisition Corp.") is hereby
amended to state in its entirety the following:
"10. Certain Information Concerning Career Holdings, CB Acquisition
Corp., Tribune, KnightRidder.com, Robert J. McGovern and James A.
Winchester."
The second paragraph under Section 10 of the Offer to Purchase ("Certain
Information Concerning Career Holdings, Tribune, KnightRidder.com, Robert J.
McGovern and James A. Winchester") is hereby amended and supplemented by adding
the following after the second sentence thereto:
"The CareerPath Merger is expected to be consummated after the
CareerBuilder Merger."
The fifth paragraph under Section 10 of the Offer to Purchase ("Certain
Information Concerning Career Holdings, Tribune, KnightRidder.com, Robert J.
McGovern and James A. Winchester") is hereby amended to state in its entirety
the following:
"The name, citizenship, business address, business telephone number,
principal occupation or employment and five-year business history of each
of the directors and executive officers of Career Holdings, Purchaser,
Tribune and KnightRidder.com and of each of Robert McGovern and James
Winchester are described in Schedule I hereto."
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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.
James A. Tholen
By: _________________________________
Name: James A. Tholen
Title: Senior Vice President and
Chief Financial Officer
Tribune Company
Mark W. Hianik
By: _________________________________
Name: Mark W. Hianik
Title: Vice President
KnightRidder.com, Inc.
Tally Liu
By: _________________________________
Name: Tally Liu
Title: Vice President of Finance and
Operations
Robert McGovern
By: _________________________________
Name: Robert McGovern
James Winchester
By: _________________________________
Name: James Winchester
Date: August 17, 2000
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Holdings, Purchaser, Tribune and KnightRidder.com and of each of Robert McGovern
and James Winchester are described in Schedule I hereto."
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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.
By: David D. Hiller
--------------------------------------
Name: David D. Hiller
Title: President and Assistant Secretary
CB Acquisition Corp.
By: David D. Hiller
--------------------------------------
Name: David D. Hiller
Title: President and Assistant Secretary
SCHEDULE 13E-3
CareerBuilder, Inc.
By: James A. Tholen
--------------------------------------
Name: James A. Tholen
Title: Senior Vice President and Chief
Financial Officer
Tribune Company
By: Mark W. Hianik
--------------------------------------
Name: Mark W. Hianik
Title: Vice President
KnightRidder.com, Inc.
By: Tally Liu
--------------------------------------
Name: Tally Liu
Title: Vice President of Finance and
Operations
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By: Robert McGovern
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Name: Robert McGovern
By: James Winchester
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Name: James Winchester
Date: August 17, 2000
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