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Exhibit (a)(3)
CareerBuilder, Inc.
July 25, 2000
Dear Stockholder:
On behalf of the Board of Directors of CareerBuilder, Inc. (the "Company"),
I am pleased to inform you that the Company has entered into an Agreement and
Plan of Merger, dated as of July 16, 2000 (the "Merger Agreement"), with
Career Holdings, Inc. ("Career Holdings"), a company formed and funded by
Tribune Company and KnightRidder.com, Inc., and CB Acquisition Corp.
("Purchaser"), a wholly-owned subsidiary of Career Holdings. Pursuant to the
Merger Agreement, Purchaser today has commenced a cash tender offer (the
"Offer") for all outstanding shares of common stock of the Company (the
"Shares") at a price of $8.00 per Share, net to the seller in cash, without
interest.
Following the successful completion of the Offer, upon the terms and
subject to the conditions contained in the Merger Agreement, Purchaser will be
merged with and into the Company (the "Merger"), and the Company will become a
wholly-owned subsidiary of Career Holdings. At the effective time of the
Merger, each remaining issued and outstanding Share (other than Shares owned
by the Company, Career Holdings or any of its wholly-owned subsidiaries
including Purchaser) will be converted into the right to receive $8.00 in
cash, subject to dissenters' rights. In connection with the Merger, James
Winchester, our Senior Vice President of Engineering, and I have agreed to
make a substantial investment in shares of common stock of Career Holdings.
YOUR BOARD OF DIRECTORS, AFTER RECEIVING THE UNANIMOUS RECOMMENDATION OF A
COMMITTEE OF THE BOARD OF DIRECTORS COMPRISED OF TWO INDEPENDENT DIRECTORS
(THE "INDEPENDENT COMMITTEE"), HAS DETERMINED THAT THE MERGER IS ADVISABLE,
FAIR AND IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS, HAS
APPROVED THE MERGER, THE OFFER AND THE MERGER AGREEMENT AND RECOMMENDS THAT
THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT
TO THE OFFER.
In arriving at their recommendations, the Independent Committee and the
Board of Directors gave careful consideration to the factors described in the
enclosed Offer to Purchase, as referenced in the attached
Solicitation/Recommendation Statement on Schedule 14D-9. Among the factors
considered was the written opinion of Credit Suisse First Boston Corporation,
the Independent Committee's financial advisor, that subject to the
assumptions, factors and limitations set forth in the opinion, the $8.00 per
Share in cash to be paid in the Offer and the Merger is fair to the holders of
CareerBuilder common stock (other than Career Holdings and its affiliates and
James Winchester and myself) from a financial point of view. Additional
information with respect to the Independent Committee's and the Board's
recommendations and the background of the transaction is contained in the
enclosed Offer to Purchase.
In addition to the Offer to Purchase and the Schedule 14D-9, other
materials relating to the Offer are enclosed, including a Letter of
Transmittal to be used for tendering Shares in the Offer if you are the record
holder of Shares. The Offer to Purchase and the related materials set forth
the terms and conditions for the Offer and provide instructions on how to
tender your Shares. WE URGE YOU TO READ AND CONSIDER THE ENCLOSED MATERIALS
CAREFULLY BEFORE MAKING YOUR DECISION WITH RESPECT TO TENDERING YOUR SHARES
PURSUANT TO THE OFFER.
Very truly yours,
[SIGNATURE OF ROBERT J. MCGOVERN]
Robert J. McGovern
Chairman of the Board, President
and Chief Executive Officer
