SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT
Under Section 14 (d) (1)
or Section 13 (e) (1) of the Securities Exchange Act of 1934
(Amendment No. 9)
HEADHUNTER.NET, INC.
(Name of Subject Company (Issuer))
CB MERGER SUB, INC.
CAREER HOLDINGS, INC.
TRIBUNE COMPANY
KNIGHT RIDDER DIGITAL
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.01 PER SHARE
(including the associated junior participating
preferred stock purchase rights)
(Title of Class of Securities)
422077107
(CUSIP Number of Class of Securities)
James A. Tholen
Career Holdings, Inc.
10790 Parkridge Boulevard
Suite 200
Reston, Virginia 20191
Telephone: (703) 259-5500
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
Copy to:
Mark W. Hianik Donald L. Toker, Jr. Gordon Yamate
Tribune Company Hale and Dorr LLP Knight Ridder Digital
435 North Michigan Avenue 11951 Freedom Drive 35 South Market Street
Chicago, Illinois 60611 Suite 1400 San Jose, California 95113
Telephone: (312) 222-9100 Reston, Virginia 20190 Telephone: (408) 938-6000
Telephone: (703) 654-7000
CALCULATION OF FILING FEE
Transaction Valuation*: $206,124,816 Amount of Filing Fee**: $41,225
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* Estimated for purposes of calculating the amount of the filing fee only. This
calculation assumes (i) the purchase of 20,407,872 shares of common stock, par
value $.01 per share, of HeadHunter.NET, Inc. (the "Common Stock"), including
the associated junior participating preferred stock purchase rights (with the
Common Stock, the "Shares"), at a price per share of $9.25 in cash, (ii) cash
payments made with respect to 2,427,765 options with an average exercise price
of $5.89 per share and (iii) cash payments made with respect to 827,226 warrants
with an average exercise price of $3.69 per share. The cash payments made with
respect to each of the options and the warrants represents the difference
between the exercise price of the option or warrant and $9.25. The number of
Shares, options and warrants described in items (i), (ii) and (iii) represent
all of the outstanding Shares and all options and warrants with an exercise
price of less than $9.25 per share of HeadHunter.NET, Inc. as of August 28,
2001.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the
value of the transaction.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $41,225 Filing Party: Career Holdings, Inc.
Form or Registration No.: Schedule TO Date Filed: August 31, 2001
[_] 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. 9 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO filed by CB Merger Sub, Inc., a Georgia
corporation ("Purchaser"), and Career Holdings, Inc., a Delaware corporation
("Career Holdings"), on August 31, 2001, as amended (the "Schedule TO"),
relating to the offer to purchase all issued and outstanding shares of common
stock, par value $.01 per share (the "Common Stock"), of HeadHunter.NET, Inc., a
Georgia corporation (the "Company"), including the associated junior
participating preferred stock purchase rights (the "Rights" and, together with
the Company Common Stock, the "Shares") issued pursuant to a Shareholder
Protection Rights Agreement, dated as of April 15, 2000, between the Company and
American Stock Transfer & Trust Company, as amended by Amendment No. 1 to the
Shareholder Protection Rights Agreement, dated as of February 27, 2001, and by
Amendment No. 2 to the Shareholder Protection Rights Agreement, dated as of
August 24, 2001, 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 but not defined herein have the meanings assigned to such terms in
the Offer to Purchase.
Item 1 ("Summary Term Sheet"), Item 4 ("Terms of the Transaction") and Item 11
("Additional Information").
Items 1, 4 and 11 of the Schedule TO are hereby amended and supplemented by
adding the following:
"On October 31, 2001, Career Holdings issued a press release announcing the
extension of the Expiration Date until 5:00 p.m., New York City time, on
Tuesday, November 6, 2001. The Offer was previously scheduled to expire at
5:00 p.m., New York City time, on October 30, 2001. The extension of the
Offer was made because the applicable waiting period under the HSR Act has
not yet expired or been terminated. Completion of the acquisition is
subject to the requisite number of Shares being tendered and other standard
closing conditions.
As of 5:00 p.m., New York City time, on Tuesday, October 30, 2001,
19,852,520 Shares (including guaranteed deliveries) were validly tendered
and not withdrawn, which represents approximately 97% of the outstanding
Shares. The full text of the press release is filed as Exhibit (a)(5)(J)
hereto and is incorporated by reference herein."
Item 12 ("Exhibits").
Item 12 of the Schedule TO is hereby amended and supplemented by adding the
following exhibit:
(a)(5)(J) Press Release issued by Career Holdings, Inc. on October 31,
2001
SIGNATURES
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.
CAREER HOLDINGS, INC.
Date: October 31, 2001 By: /s/ James A. Tholen
---------------------------------
Name: James A. Tholen
Title: Vice President
CB MERGER SUB, INC.
Date: October 31, 2001 By: /s/ James A. Tholen
---------------------------------
Name: James A. Tholen
Title: President
TRIBUNE COMPANY
Date: October 31, 2001 By: /s/ Mark W. Hianik
---------------------------------
Name: Mark W. Hianik
Title: Vice President
KNIGHT RIDDER DIGITAL
Date: October 31, 2001 By: /s/ Tally Liu
---------------------------------
Name: Tally Liu
Title: Senior Vice President
Finance and Operations
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(5)(J) Press Release issued by Career Holdings, Inc. on October 31,
2001