SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
HOTJOBS.COM, LTD.
(Name of Subject Company (Issuer))
HJ ACQUISITION CORP.,
a wholly-owned subsidiary of Yahoo! Inc.
and
YAHOO! INC.
(Name of Filing Persons (Offeror))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
441474103
(Cusip Number of Class of Securities)
Susan L. Decker
Executive Vice President, Finance and Administration, and Chief Financial Officer
Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089
408-349-3300
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
With Copies to:
| Michael J. Callahan Deputy General Counsel Yahoo! Inc. 701 First Avenue Sunnyvale, California 94089 (408) 349-3300 | Kenton J. King, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1100 Palo Alto, California 94301 (650) 470-4500 |
/ / 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.
/ / 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: / /
This Amendment No. 4 (the "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO"), filed initially with the Securities and Exchange Commission on January 11, 2002 and amended by Amendment No. 1 thereto filed on January 29, 2002, Amendment No. 2 thereto filed on January 30, 2002, and Amendment No. 3 thereto filed on February 1, 2002, by HJ Acquisition Corp. ("HJ"), a Delaware corporation and a wholly-owned subsidiary of Yahoo! Inc., a Delaware corporation ("Yahoo!"), relating to the third-party tender offer by HJ to exchange all outstanding shares of common stock, par value $0.01 per share, of HotJobs.com, Ltd., a Delaware corporation ("HotJobs.com"), for cash and shares of common stock, par value $0.001 per share, of Yahoo! ("Yahoo! Common Stock"), based on the exchange ratio described in the Preliminary Prospectus/Offer to Purchase referenced below (the "Offer").
The Offer is made pursuant to an Agreement and Plan of Merger, dated as of December 27, 2001 among Yahoo!, HJ and HotJobs.com, which contemplates the Offer and the merger of HotJobs.com into HJ (or another subsidiary of Yahoo!), or, under circumstances described in the Preliminary Prospectus/Offer to Purchase referenced below, the merger of HJ (or another subsidiary of Yahoo!) into HotJobs.com (the "Merger"). On January 11, 2002 HJ and Yahoo! filed a registration statement with the Securities and Exchange Commission on Form S-4 relating to the shares of Yahoo! Common Stock to be issued to stockholders of HotJobs.com in the Offer and the Merger, which was amended on January 29, 2002 and February 1, 2002 (the "Registration Statement") and declared effective at 4.30 p.m. (EST) on Wednesday, February 6, 2002. The terms and conditions of the Offer and the Merger (as may from time to time be amended, supplemented or finalized) are described in the Preliminary Prospectus/Offer to Purchase which is a part of the Registration Statement (the "Preliminary Prospectus/Offer to Purchase"), and the related Letter of Transmittal, which were filed as Exhibits (a)(1) and (a)(2) to the Schedule TO.
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Preliminary Prospectus/Offer to Purchase or in the Schedule TO.
Item 11. Additional Information
Item 11(b) of the Schedule TO is hereby amended and supplemented to add to the end thereof the following:
"On Wednesday, February 6, 2002 at 4:30 p.m. (EST), SEC provided oral notification to HJ, Yahoo! and HotJobs.com that the Yahoo! Registration Statement on Form S-4 filed in connection with its acquisition of HotJobs.com was declared effective. That same day, the exchange ratio, or the number of shares of Yahoo! common stock to be exchanged for each share of HotJobs.com common stock tendered by HotJobs.com stockholders was determined to be 0.3045, and the corresponding cash consideration to be paid to tendering HotJobs.com shareholders was determined to be $5.25."
Item 12 is hereby amended and supplemented to add the following exhibit:
"(a)(10) Joint Press Release issued by Yahoo! and HotJobs.com, dated February 7, 2002."
2
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.
| YAHOO! INC. | ||||
By: | /s/ SUSAN L. DECKER Name: Susan L. Decker Title: Executive Vice President, Finance and Administration and Chief Financial Officer | |||
HJ ACQUISITION CORP. | ||||
By: | /s/ SUSAN L. DECKER Name: Susan L. Decker Title: Chief Financial Officer | |||
Date: February 7, 2002
3
| EXHIBIT NO. | DESCRIPTION | |
|---|---|---|
| (a)(10) | Joint Press Release issued by Yahoo! and HotJobs.com, dated February 7, 2002. |
