================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d) (4) of the Securities Exchange Act of 1934
(Amendment No. 3)
HEADHUNTER.NET, INC.
(Name of Subject Company)
-------------------------
HEADHUNTER.NET, INC.
(Name of Person Filing Statement)
Common Stock, $0.01 par value per share
(including associated Junior
Participating Preferred Stock
Purchase Rights)
(Title of Classes of Securities)
422077107
(CUSIP Number of Class of Securities)
-------------------
Robert M. Montgomery, Jr.
Chief Executive Officer
HeadHunter.NET, Inc.
333 Research Court, Suite 200
Norcross, Georgia 30092
(770) 349-2400
(Name, Address and Telephone Number of Person authorized to
Receive Notices and Communications on Behalf of
the Person Filing Statement)
With a copy to:
J. Vaughan Curtis
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309
(404) 881-7000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
================================================================================
This Amendment No. 3 hereby amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed by
HeadHunter.Net, Inc., a Georgia corporation ("Headhunter" or the "Company"),
with the Securities and Exchange Commission on August 31, 2001, as amended by
Amendment No. 1 thereto filed with the Securities and Exchange Commission on
September 18, 2001 and Amendment No. 2 thereto filed with the Securities and
Exchange Commission on September 20, 2001 (the "Schedule 14D-9"), relating to
the offer to purchase all of the outstanding shares of common stock, $0.01 par
value per share, of the Company (the "Common Stock") and the associated junior
participating preferred stock purchase rights (the "Rights" and collectively
with the Common Stock, the "Shares") issued pursuant to the Shareholder
Protection Rights Agreement, dated as of April 15, 2000, between the Company and
American Stock Transfer & Trust Company, as Rights Agent, as amended by
Amendment No. 1, dated as of February 27, 2001, and Amendment No. 2, dated as of
August 24, 2001, for $9.25 per Share, net to the seller in cash, by CB Merger
Sub, Inc., a Georgia corporation (the "Purchaser") and a wholly owned subsidiary
of Career Holdings, Inc., a Delaware corporation ("Career Holdings"), upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
August 31, 2001 (the "Offer to Purchase") and in the related Letter of
Transmittal (which together with the Offer to Purchase, as amended or
supplemented from time to time, constitute the "Offer").
Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Schedule 14D-9.
Item 2. Identity and Background of Filing Person.
Item 2 of the Schedule 14D-9 is hereby amended and supplemented by
deleting paragraph (b) of such Item and replacing it with the following:
"(b) Tender Offer. This Statement relates to the tender offer to
acquire all of the Shares for $9.25 per Share by CB Merger Sub, Inc., a
Georgia corporation (the "Purchaser") and a wholly owned subsidiary of
Career Holdings, Inc., a Delaware corporation ("Career Holdings"),
pursuant to the Agreement and Plan of Merger, dated as of August 24,
2001, among Headhunter, Career Holdings and Purchaser (the "Merger
Agreement"). The Offer to Purchase filed as Exhibit (a)(1)(A) to the
Schedule TO, which is being mailed to shareholders together with this
Statement, and incorporated herein by reference, and the related Letter
of Transmittal are referred to collectively as the "Offer." The Offer
is described in a Tender Offer Statement on Schedule TO, dated August
31, 2001, as amended (the "Schedule TO"), filed by the Purchaser,
Career Holdings, Knight Ridder Digital, a Delaware corporation ("Knight
Ridder Digital"), and Tribune Company, a Delaware corporation ("Tribune
Company"), with the Securities and Exchange Commission (the "SEC"). The
Offer to Purchase and the Letter of Transmittal are being sent to the
Company's shareholders with this Statement. Following consummation of
the Offer, and satisfaction or waiver of certain conditions, CB Merger
Sub, Inc. will merge with and into the Company (the "Merger").
The Schedule TO states that the principal executive offices of Career
Holdings and Purchaser are located at 10790 Parkridge Boulevard, Suite
200, Reston, Virginia 20191. The Schedule TO also states that the
principal executive offices of Knight Ridder Digital are located at 35
South Market Street, San Jose, California 95113 and that the principal
executive offices of Tribune Company are located at 435 North Michigan
Avenue, Chicago, Illinois 60611.
All information contained or incorporated by reference in this
Statement concerning Career Holdings, Purchaser, Knight Ridder Digital
or Tribune Company, including but not limited to information with
respect to the respective directors and executive officers of Career
Holdings, Purchaser, Knight Ridder Digital or Tribune Company or
actions or events with respect to any of them, was provided by them,
and the Company takes no responsibility for such information."
Item 3. Past Contacts, Transactions, Negotiations and Agreements.
Item 3 of the Schedule 14D-9 is hereby amended and supplemented by
deleting the first paragraph of such Item and replacing it with the following:
"Certain contracts, agreements, arrangements or understandings between
the Company or its affiliates and certain of its directors and
executive officers are, except as noted below, described in the
Information Statement pursuant to Rule 14f-1 (the "Information
Statement") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that is attached as Annex B to this Statement and is
incorporated herein by reference. Except as described in this Statement
(including in Annex B hereto) or incorporated herein by reference, to
the knowledge of the Company, as of the date of this Statement there
exists no material agreement, arrangement or understanding or any
actual or potential conflict of interest between the Company or its
affiliates and (1) the Company's executive officers, directors or
affiliates or (2) Career Holdings, Purchaser, Knight Ridder Digital or
Tribune Company or their respective executive officers, directors or
affiliates."
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.
HEADHUNTER.NET, INC.
By: /s/ W. Craig Stamm
----------------------------------------
Name: W. Craig Stamm
Title: Chief Financial Officer
Dated: September 25, 2001