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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2 to
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
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CAREERBUILDER, INC.
(Name of Subject Company)
CAREERBUILDER, INC.
(Name of Person(s) filing Statement)
Common Stock, $.001 par value
(Title of Class of Securities)
141684100
(CUSIP Number of Class of Securities)
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Robert J. McGovern
President and Chief Executive Officer
CareerBuilder, Inc.
10780 Parkridge Blvd., Suite 200
Reston, Virginia 20191
(703) 259-5500
(Name, address and telephone number of person authorized to receive notice and
communications
on behalf of the person(s) filing statement)
With a copy to:
Donald L. Toker, Esq.
Hale and Dorr LLP
1455 Pennsylvania Avenue, N.W.
Washington, DC 20004
(202) 942-8400
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 2 to the Solicitation and Recommendation Statement on
Schedule 14D-9 amends and supplements the Solicitation and Recommendation
Statement on Schedule 14D-9 originally filed on July 25, 2000, as amended by
Amendment No. 1 thereto (as amended, the "Schedule 14D-9") by CareerBuilder,
Inc., a Delaware corporation (the "Company"), relating to a tender offer by CB
Acquisition Corp. ("Purchaser"), a Delaware Corporation and a wholly-owned
subsidiary of Career Holdings, Inc., a Delaware corporation ("Career Holdings"),
disclosed in a tender offer statement on Schedule TO (the "Schedule TO") dated
July 25, 2000, to purchase 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 (the "Offer Price"), upon the terms and subject to the conditions set
forth in the Offer to Purchase dated July 25, 2000 (the "Offer to Purchase") and
the related Letter of Transmittal. Capitalized terms used but not defined herein
shall have the meanings assigned to them in the Schedule 14D-9.
The Company hereby amends and supplements the Schedule 14D-9 as
follows:
Item 8. Additional Information.
Item 8 is hereby amended and supplemented as follows:
"On July 28, 2000, an amended complaint to the lawsuit entitled Caroline
Teitelbaum v. Peter J. Barris, David C. Wetmore, Gary C. Butler, Robert J.
McGovern, James A. Tholen, CareerBuilder, Inc., Knight-Ridder, Inc. and Tribune
Company, was filed in the Chancery Court in and for New Castle County, Delaware
by a plaintiff seeking to assert claims on behalf of a class of all stockholders
of CareerBuilder. The amended complaint alleges that the CareerBuilder Board
breached its fiduciary duties to the CareerBuilder stockholders by appointing a
special committee whose members suffered from conflicts of interest and by
entering into the Merger Agreement allegedly without conducting an adequate
process and containing a termination fee provision that will inhibit competing
bidders. The amended complaint alleges that Tribune and Knight-Ridder, Inc.
aided and abetted the CareerBuilder Board's alleged breaches. The plaintiff
seeks injunctive relief against the transaction or if consummated, recission of
the transaction and/or damages. CareerBuilder and Career Holdings believe that
the amended complaint is without merit and intend to defend the claims
vigorously."
The full text of the amended complaint is filed herewith as Exhibit
(i)(3) and incorporated herein by reference.
Item 9. Exhibits
Item 9 is hereby amended and supplemented by the addition of the
following exhibit hereto:
(i)(3) Amended Complaint of Caroline Teitelbaum against Peter J. Barris, David
C. Wetmore, Gary C. Butler, Robert J. McGovern, James A. Tholen, CareerBuilder,
Inc., Knight-Ridder, Inc. and Tribune Company (Court of Chancery of New Castle
County, Delaware) (incorporated herein by reference to Exhibit (a)(5)(E) to the
Schedule TO).
SIGNATURE
After reasonable 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.
CareerBuilder, Inc.
By: /s/ Robert J. McGovern
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Name: Robert J. McGovern
Title: Chairman, President and
Chief Executive Officer
Date: August 1, 2000
EXHIBIT INDEX
(i)(3) Amended Complaint of Caroline Teitelbaum against Peter J. Barris,
David C. Wetmore, Gary C. Butler, Robert J. McGovern, James A. Tholen,
CareerBuilder, Inc., Knight-Ridder, Inc. and Tribune Company (Court of Chancery
of New Castle County, Delaware) (incorporated herein by reference to Exhibit
(a)(5)(E) to the Schedule TO).