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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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HOTJOBS.COM, LTD.
(NAME OF SUBJECT COMPANY)
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HOTJOBS.COM, LTD.
(NAME OF PERSON FILING STATEMENT)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
441474103
(CUSIP NUMBER OF CLASS OF SECURITIES)
DIMITRI J. BOYLAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
HOTJOBS.COM, LTD.
406 WEST 31ST STREET, 9TH FLOOR
NEW YORK, NEW YORK 10001
(212) 699-5300
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
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WITH A COPY TO:
Andrew R. Brownstein, Esq.
Mitchell S. Presser, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 of HotJobs.com, Ltd., a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission (the "Commission")
on January 11, 2002, as amended by Amendment No. 1 to Schedule 14D-9, filed with
the Commission on January 11, 2002 and Amendment No. 2 to Schedule 14D-9, filed
with the Commission on January 28, 2002 (the "Schedule 14D-9"), with respect to
the offer made by HJ Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Yahoo! Inc., a Delaware corporation ("Yahoo!"), to
exchange for each issued and outstanding share of Common Stock, par value $.01
per share, of the Company, (each, a "Share"), (a) a fraction of a share of
Yahoo! common stock, par value $0.001, (the "Yahoo! Common Stock"), equal to the
Exchange Ratio (as defined below), subject to the limitation described below,
(the "Per Share Stock Consideration") upon the terms and subject to the
conditions set forth in the prospectus relating to the exchange offer, dated
January 11, 2002 (the "Prospectus"), and in the related Letter of Transmittal
(the "Letter Of Transmittal" which, together with the Prospectus, as amended or
supplemented from time to time, constitute the "Offer") and (b) cash in an
amount equal to $10.50 minus an amount equal to the product of (x) the Exchange
Ratio multiplied by (y) the Yahoo! Market Price (as defined below), without
interest.
For purposes of the Offer and this Statement, the "Exchange Ratio" means
the result obtained by dividing $5.25 by the Yahoo! Market Price; provided that
if the number of shares of Yahoo! Common Stock otherwise issuable as part of the
Exchange Offer Consideration (assuming valid tender and no withdrawal of
39,500,000 Shares) would otherwise exceed 15,000,000, then the Exchange Ratio
will be reduced to 0.3797. For purposes of the Offer and this Statement, the
"Yahoo! Market Price" means the average of the daily volume-weighted average
prices (rounded to four decimal points) of the Yahoo! Common Stock, as reported
by Bloomberg, L.P., during each trading day in the period of ten consecutive
trading days ending on and including the second trading day immediately
preceding and excluding the date that is 20 "business days" after commencement
of the Offer or, if applicable, the latest extension of the offer expiration
date. A "business day" means any day other than a Saturday, Sunday or federal
holiday and consists of the time period from 12:01 a.m. through 12:00 midnight,
New York City time. Capitalized terms used but not defined herein have the
meanings assigned to them in the Schedule 14D-9.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(1) The paragraph labeled "Stock Options" on page 4 of the Schedule 14D-9
is amended to include the following sentence:
"Pursuant to the terms of the Merger Agreement, the outstanding HotJobs stock
options are being converted into options to purchase shares of Yahoo! common
stock as described in the Prospectus. However, if the unvested HotJobs stock
options held by non-employee directors and executive officers that may become
fully vested and exercisable as a result of the change in control were to be
cashed-out at $10.50 per share, then the aggregate pre-tax dollar value of those
HotJobs stock options, based on the spread between the exercise price and the
$10.50 transaction price, would be $1,653,672, assuming the Offer is completed
on February 8, 2002."
(2) The paragraph immediately following the paragraph labeled "Employment
Agreements" on page 4 of the Schedule 14D-9 is amended to include the following
sentence:
"Pursuant to the terms of the Merger Agreement, the outstanding HotJobs stock
options are being converted into options to purchase shares of Yahoo! common
stock as described in the
Prospectus. The aggregate pre-tax dollar value, based on the spread between the
exercise price and $10.50 per share, of those unvested HotJobs stock options
held by Messrs. Boylan and Robinson that will become fully vested and
exercisable upon a qualifying termination in connection with the Merger is
$859,125 and $445,547, respectively, assuming the Offer is completed
on February 8, 2002."
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(1) The first bullet under the section labeled "Reasons for the
Recommendation of the Board of Directors" on page 9 of the Schedule 14D-9 is
amended to include the following:
"The Board paid particular attention to the closing price of TMP common stock
after the date of announcement of the transaction with TMP, June 29, 2001. Those
prices ranged from a high of $60.00 on June 29, 2001 implying a value of $13.17
for the consideration to be paid to HotJobs stockholders pursuant to the terms
of the TMP Agreement through a low of $27.24 on October 2, 2001 implying a value
of $5.98 for the consideration to be paid to HotJobs stockholders pursuant to
the terms of the TMP Agreement. The Board considered that the average implied
value of the consideration to be paid by TMP from the date of announcement of
the transaction with TMP, June 29, 2001, through December 21, 2001 was $9.17.
The Board also noted that although the implied value of the consideration to be
paid by TMP, based on TMP closing prices, had initially exceed $10.50, it
had exceeded $10.50 on only two days after August 14, 2001 through the
announcement of Yahoo!'s proposal to acquire HotJobs."
(2) The tenth bullet under the section labeled "Reasons for the
Recommendation of the Board of Directors" on page 9 of the Schedule 14D-9 is
amended to include the following sentence:
"The Board determined that it would not change its recommendation if the Offer
and the Merger were fully taxable for U.S. federal income tax purposes."
(3) The paragraph immediately under the heading "Intent to Tender" on page
17 of the Schedule 14D-9 is amended to include the following sentence:
"Mr. Johnson, pursuant to the Stockholder Agreement, has agreed to tender his
shares in the Offer, except for up to 1,000,000 Shares that he may sell under
the terms of that Stockholder Agreement. The Stockholder Agreement has been
filed as Exhibit (e)(2) hereto and is incorporated by reference herein."
ANNEX B - RIGHTS TO DESIGNATE DIRECTORS AND YAHOO! DESIGNEES
(1) The name, age, citizenship, present principal occupation or employment
and five-year employment history of individuals who may be selected as Yahoo!
designees appearing on page B-3 is amended to include the following:
"Elizabeth L. Blair.........34 Ms. Blair was appointed as a director and
President of HJ Acquisition Corp. on January
28, 2002. Ms. Blair has served as Yahoo!'s
Senior Vice President, Listings Division
since January 2002. From April 2001 to
January 2002, Ms. Blair served as Yahoo!'s
Vice President and General Manager, Business
and Local Media Division. Prior to that, Ms.
Blair served as Senior Director,
Corporate/Business Development of Yahoo! from
August 1999 to April 2001 and as Yahoo!'s
Manager, Corporate Development from March
1998 to August 1999. Prior to joining
Yahoo!, Ms. Blair served as Director of
Corporate Development at Primedia from
November 1997 to January 1998 and as Senior
Manager of Strategic Planning at Primedia
from January 1997 to November 1997."
(2) The name, age, citizenship, present principal occupation or employment
and five-year employment history of Ms. Susan Decker appearing on page B-4 is
amended and restated in its entirety:
"Susan Decker...............39 Ms. Decker has served as Yahoo!'s Chief
Financial Officer since June 2000 and as
Executive Vice President, Finance and
Administration since January 2002. Prior to
that, Ms. Decker served as Senior Vice
President, Finance and Administration from
June 2000 to January 2002. From August 1986
to May 2000, Ms. Decker held several positions
for Donaldson, Lufkin & Jenrette, including
Director of Global Research from 1998 to 2000.
Prior to 1998, she was a Publishing &
Advertising Equity Securities Analyst for 12
years."
(3) The name, age, citizenship, present principal occupation or employment
and five-year employment history of Mr. Jeffrey Mallet appearing on page B-4 is
amended to include the following sentence:
"Mr. Mallet announced his intention to resign as President and Chief
Operating Officer of Yahoo! on January 16, 2002."
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.
HOTJOBS.COM, LTD.
By: /s/ Dimitri J. Boylan
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Name: Dimitri J. Boylan
Title: President and Chief
Executive Officer
Dated: January 29, 2002