<SUBMISSION>
<ACCESSION-NUMBER>0000928385-01-501633
<TYPE>SC TO-C
<PUBLIC-DOCUMENT-COUNT>3
<FILING-DATE>20010824
<GROUP-MEMBERS>CB MERGER SUB, INC.
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>CAREER HOLDINGS INC
<CIK>0001119598
<ASSIGNED-SIC>
<STATE-OF-INCORPORATION>DE
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<CITY>CHICAGO
<STATE>IL
<ZIP>60611
</BUSINESS-ADDRESS>
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<CONFORMED-NAME>HEADHUNTER NET INC
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<STREET2>STE 200
<CITY>NORCROSS
<STATE>GA
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<STREET1>6410 ATLANTIC BLVD
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<DESCRIPTION>SCHEDULE TO-C
<TEXT>
<PAGE>

                      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

                             HEADHUNTER.NET, INC.
                      (Name of Subject Company (Issuer))
                              CB MERGER SUB, INC.
                             CAREER HOLDINGS, INC.
                     (Names of Filing Persons (Offerors))

                    COMMON STOCK, PAR VALUE $.01 PER SHARE
                        (Title of Class of Securities)


                                   422077107
                     (CUSIP Number of Class of Securities)

                                James A. Tholen
                           10780 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:
                             Donald L. Toker, Jr.
                               Hale and Dorr LLP
                              11951 Freedom Drive
                                  Suite 1400
                            Reston, Virginia  20190
                          Telephone:  (703) 654-7000
<PAGE>

                           CALCULATION OF FILING FEE

Transaction Valuation: Not Applicable      Amount of Filing Fee: Not Applicable

[ ]  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:      Not applicable       Filing Party:   Not applicable

Form or registration No.:    Not applicable       Date Filed:     Not applicable


[X]  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: [ ]


Item 12  EXHIBITS

(a)(1)(A) Text of Press Release issued by CareerBuilder, HeadHunter.net, Knight
          Ridder and Tribune Company on August 24, 2001.

(a)(1)(B) Text of conference call held by CareerBuilder, Knight Ridder and
          Tribune Company on August 24, 2001.
<PAGE>

                                 EXHIBIT INDEX


(a)(1)(A) Text of Press Release issued by CareerBuilder, HeadHunter.net, Knight
          Ridder and Tribune Company on August 24, 2001.

(a)(1)(B) Text of conference call held by CareerBuilder, Knight Ridder and
          Tribune Company on August 24, 2001.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.A
<SEQUENCE>3
<FILENAME>dex1a.txt
<DESCRIPTION>EXHIBIT A1A
<TEXT>
<PAGE>

Exhibit (a)(1)(A)

                CAREERBUILDER, KNIGHT RIDDER AND TRIBUNE COMPANY
                           TO ACQUIRE HEADHUNTER.NET
      CareerBuilder Significantly Increases Consumer Reach, Market Share;
    Knight Ridder and Tribune to Launch New "CareerBuilder" Local Newspaper
                              Recruitment Sections

     Reston, Va., Friday, August 24, 2001 - CareerBuilder, Inc., Knight Ridder
(NYSE: KRI) and Tribune Company (NYSE: TRB) announced that they have today
entered into an agreement to acquire HeadHunter.NET, Inc. (NASDAQ: HHNT) for
$9.25 per share in cash, in a transaction valued at approximately $200 million.
Knight Ridder and Tribune will each contribute half of the purchase price.

     The transaction brings together two of the nation's leaders in local and
national online recruitment. CareerBuilder is the country's fastest-growing Web-
based recruitment resource, with more than 4 million unique visitors each month.
Headhunter's site attracts more than 2.5 million unique visitors.  The
transaction will significantly increase CareerBuilder's consumer reach, market
share and employer customer base.

     Rob McGovern, chief executive officer of CareerBuilder, said, "The
CareerBuilder/Headhunter combination creates a formidable force that is
positioned to close the gap on Monster.  This consolidation creates clearer
choices and better value for employers and consumers.  It brings together the
best products and technology, leading expertise and top-notch services under a
single go-to source for online and print recruitment."

     Among CareerBuilder's advantages, McGovern said, are unmatched breadth,
precision targeting and tools to reach both active and passive jobseekers. "Now,
with Headhunter, we will reach well over 5 million consumers every month and
provide recruitment solutions to more than 25,000 companies. We will be able to
capitalize on Headhunter's strength as a leading national job board, and in
staffing agencies and health care.  As a bonus, we acquire some of the best
online recruitment talent in the business."

     Joining in the acquisition announcement were Tony Ridder, Chairman and CEO
of Knight Ridder, and John Madigan, Chairman and CEO of Tribune.  "Newspapers
have long been the first place people turn when looking for a job," Madigan
said, "and the acquisition of Headhunter will enable us to continue building our
share of the fastest-growing segment of that market - online recruitment
advertising - while maintaining our leadership position in print."

     Tony Ridder added,  "This is not just a merger and acquisition story. It is
about building a dominant brand in print and online . . . so that wherever a
jobseeker might be, at a desk, on a train, outside eating lunch, he has access
to CareerBuilder, and CareerBuilder is the service he thinks of first. Our goal
is to build a brand that is synonymous with building one's career."
<PAGE>

Knight Ridder, Tribune to Launch New "CareerBuilder" Newspaper Recruitment
Advertising Sections

     To underscore the importance of providing recruitment solutions across both
online and print media, Ridder and Madigan said that in September, both Knight
Ridder and Tribune would begin branding their newspaper recruitment sections as
CareerBuilder help-wanted. The Chicago Tribune, Los Angeles Times, Newsday,
Philadelphia Inquirer, The Morning Call (Allentown, Pa.), The San Jose Mercury
News, The Miami Herald, The South Florida Sun Sentinel, The Kansas City Star,
and The Ft. Worth Star Telegraph will unveil these special CareerBuilder print
sections in their Sunday editions beginning September 30. Other Knight Ridder
and Tribune newspapers will follow on consecutive Sundays throughout October.

     "We want to provide best of breed solutions for employers and jobseekers
taking full advantage of both online and print media," said Ridder.  "We have
now brought together market leaders in print with the best of the online
recruitment sources."

Combination creates leading online recruitment sales force

     "Like CareerBuilder, Headhunter has a high-energy, sales-driven culture
passionate about delivering great solutions for customers," said McGovern.  "And
in a fast-growing online market, this relentless customer focus is critical."
CareerBuilder integrated the online sales forces of Knight Ridder and Tribune
with CareerBuilder's in-house sales group in early August.  "We now have the
finest sales and service team to serve our employer and ad agency customers, bar
none."

     According to industry analysts, the recruitment advertising market will
total $8 billion in 2001; $7 billion generated in print and $1 billion online.

Terms of the Merger Agreement

     Under the terms of the merger agreement, a newly formed subsidiary of
CareerBuilder's parent, Career Holdings, Inc., will make a tender offer for all
outstanding shares of Headhunter common stock, including the associated junior
participating preferred stock purchase right issued pursuant to Headhunter's
Shareholder Protection Rights Agreement, for $9.25 per share in cash, a
transaction value of approximately $200 million.

     The tender offer is expected to commence within seven business days of this
announcement, and will be followed by a second step merger in which shares not
tendered will be converted into the right to receive the same $9.25 per share in
cash.  CareerBuilder expects the merger to be completed in the fourth quarter of
2001 or the first quarter of 2002.

     The tender offer is conditioned on, among other things, the tender of at
least a majority of the outstanding stock of Headhunter.  Holders of
approximately 27% of the outstanding shares of Headhunter have agreed to tender
their shares in the offer and to vote their shares in favor of the merger
agreement and against any other transaction, subject to the provisions of the
agreement.  If less than 90 percent of Headhunter's common stock is purchased in
the tender, Headhunter shareholder approval of the merger will be required.  The
transaction is subject to other
<PAGE>

customary conditions, including Hart-Scott-Rodino clearance. The boards of
directors of Career Holdings and Headhunter unanimously approved the merger
agreement.

About CareerBuilder, Inc.

CareerBuilder, backed by Tribune Company and Knight Ridder,  is the leading
provider of targeted Web recruiting. Through the CareerBuilder Network,
employers can post jobs to pinpoint exactly the right candidates by location,
industry or diversity. Job seekers can instantly search more than 70 of the
Internet's best career sites, in just a couple of clicks. CareerBuilder also
provides personalized career services and advice. The CareerBuilder Network is
the most powerful career network on the Web, including careerbuilder.com - the
flagship career center - and the career centers of premier destination sites
including MSN, Bloomberg.com, USA TODAY.com, iVillage.com and latimes.com,
Philly.com, chicagotribune.com and BayArea.com.

About HeadHunter.NET, Inc.

Headhunter, a leading national online recruiting and job awareness network,
empowers candidates and corporations to manage the job search process. The site
features more than two million resumes and jobs representing 10,000 of the
nation's top employers across virtually every industry. Attracting more than
eight million job seeker visits a month, Headhunter distinguishes itself by
providing job seekers privacy when searching and applying for jobs, and allows
job seekers and job posters to manage and track the visibility and performance
of their listings. Headhunter is based in Atlanta, Georgia, with offices
nationwide.

About Knight Ridder, Inc.

Knight Ridder is the nation's second-largest newspaper publisher, with products
in print and online. The company publishes 32 daily newspapers in 28 U.S.
markets, with a readership of 8.5 million daily and 12.6 million Sunday. Knight
Ridder also has investments in a variety of Internet and technology companies
and two newsprint companies. The company's Internet operation, Knight Ridder
Digital, creates and maintains a variety of online services, including Real
Cities (www.RealCities.com), a national network of city and regional destination
        ------------------
sites in 55 U.S. markets. Knight Ridder and Knight Ridder Digital are located in
San Jose, Calif.

About Tribune Company

Tribune is one of the country's premier media companies, operating businesses in
broadcasting, publishing and on the Internet. It reaches more than 80 percent of
U.S. households, and is the only media company with television stations,
newspapers and Web sites in the nation's top three markets.

WEBCAST:  CareerBuilder, Knight Ridder and Tribune Company officials will hold a
conference call with analysts and investors beginning at 10 am CST, Friday,
August 24, 2001.  The conference call will be accessible to the media and
general public via Internet Webcast and through a limited number of listen-only,
dial-in conference lines. To gain access to the call, dial 800/249-3584 at least
10 minutes prior to the scheduled 10 a.m. start. Replays of the conference call
will be available from August 24 through August 31. To hear the replay, dial
800/633-8284. The access code for the replay is 19604479.
<PAGE>

The live Webcast will be accessible through www.tribune.com and through
                                            ---------------
StreetFusion at www.streetfusion.com. An archive of the Webcast will be
                --------------------
available August 24 through August 31.


                                      ###


     This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of Headhunter. At the time the tender offer is commenced,
the acquiring company will file a Tender Offer Statement with the Securities and
Exchange Commission and Headhunter will file a Solicitation/Recommendation
Statement with respect to the offer. THE TENDER OFFER STATEMENT (INCLUDING AN
OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS)
AND THE SOLICITATION/ RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER. The Offer to Purchase, the related Letter of Transmittal
and certain other offer documents, as well as the Solicitation/Recommendation
Statement, will be made available to all shareholders of Headhunter, at no
expense to them. The Tender Offer Statement (including the Offer to Purchase,
the related Letter of Transmittal and all other offer documents filed with the
SEC) and the Solicitation/Recommendation Statement will also be available for
free at the SEC's Web site at www.sec.gov.

     This press release contains certain comments or forward-looking statements
that are based largely on current expectations and are subject to certain risks,
trends and uncertainties. Such comments and statements should be understood in
the context of the companies' publicly available reports filed with the SEC,
including the most current annual reports, 10-Ks and 10-Qs, which contain
discussions of various factors that may affect each company's business. These
factors could cause actual future performance to differ materially from current
expectations. Neither Tribune, KnightRidder nor Headhunter is responsible for
updating the information contained in this press release beyond the published
date, nor for changes made to this document by wire services or Internet service
providers.

<TABLE>
<CAPTION>
MEDIA CONTACTS:                                 INVESTOR CONTACTS:
<S>                                             <C>
Gary Weitman, Tribune Co.                       Ruthellyn Musil, Tribune Co
Gweitman@tribune.com                            rmusil@tribune.com
312/222-3394 (Office)                           312/222-3787
312/222-1573 (Fax)                              312/222-1573

Cynthia Funnell, Knight Ridder Digital          Polk Laffoon, Knight Ridder, Inc
cfunnell@knightridder.com                       plaffoon@knightridder.com
408/938-6076 (Office)                           408/938-7838 (Office)
408/938-6080 (Fax)                              408/938-7813 (Fax)

Barry Lawrence, CareerBuilder, Inc.             Craig Stamm, Headhunter.net
Barry.Lawrence@careerbuilder.com                craig.stamm@headhunter.net
703/259-5793 (Office)                           770/349-2480 (Office)
703/259-5785  (Fax)                             770/349-2931 (Fax)

Gil Fuqua, for Headhunter.net
gfuqua@corpcomminc.com
615/254-3376 (Office)
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.B
<SEQUENCE>4
<FILENAME>dex1b.txt
<DESCRIPTION>EXHIBIT B1B
<TEXT>
<PAGE>

                                                                Exhibit(a)(1)(b)



This document is neither an offer to purchase nor a solicitation of an offer to
sell shares of Headhunter. At the time the tender offer is commenced, the
acquiring company will file a Tender Offer Statement with the Securities and
Exchange Commission and Headhunter will file a Solicitation/Recommendation
Statement with respect to the offer. THE TENDER OFFER STATEMENT (INCLUDING AN
OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS)
AND THE SOLICITATION/ RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER. The Offer to Purchase, the related Letter of Transmittal
and certain other offer documents, as well as the Solicitation/Recommendation
Statement, will be made available to all shareholders of Headhunter, at no
expense to them. The Tender Offer Statement (including the Offer to Purchase,
the related Letter of Transmittal and all other offer documents filed with the
SEC) and the Solicitation/Recommendation Statement will also be available for
free at the SEC's Web site at www.sec.gov.

This document contains certain comments or forward-looking statements that are
based largely on current expectations and are subject to certain risks, trends
and uncertainties. Such comments and statements should be understood in the
context of the companies' publicly available reports filed with the SEC,
including the most current annual reports, 10-Ks and 10-Qs, which contain
discussions of various factors that may affect each company's business. These
factors could cause actual future performance to differ materially from current
expectations. Neither Tribune, KnightRidder nor Headhunter is responsible for
updating the information contained in this press release beyond the published
date, nor for changes made to this document by wire services or Internet service
providers.




                    CareerBuilder/HeadHunter conference call
                             Friday, August 24, 2001

Ruthellyn Musil, Vice President/Corporate Relations, Tribune Company
--------------------------------------------------------------------
On behalf of Knight Ridder and Tribune, good morning. Thank you all for joining
us on short notice to discuss this exciting development in our recruitment
advertising strategy. We'll begin with some brief remarks from Rob McGovern, CEO
of CareerBuilder and then hear from Tony Ridder, Chairman and CEO of Knight
Ridder and Jack Fuller, President of Tribune Publishing. John Madigan had hoped
to join us this morning, but he was called for jury duty.

For our question and answer session, we also have with us several people who you
know well: Dan Finnegan, President of Knight Ridder Digital; David Hiller,
President of Tribune Interactive and Tim Landon, President of Classified
Services for Tribune.
Polk Lafoon, VP of Corporate Relations at Knight Ridder also is on the line with
us.

Before turning the call over to Rob, let me remind you that our comments and
answers may include forward-looking statements, which are subject to risks and
uncertainties that we discuss in greater detail in our SEC filings. Future
results could vary materially.

Now, having said that, here's Rob.

Rob McGovern, CEO, CareerBuilder
--------------------------------
Good morning. On behalf of CareerBuilder, Tribune, and Knight Ridder, I too
would like to welcome you to today's call. There are two areas I'd like to focus
on this morning. First, today we announced our acquisition of Headhunter.net,
the third largest player in the online recruitment space. Second, and carrying
the same level of significance, we announced several key changes to the way that
Tribune and Knight Ridder, brand, sell, and leverage our newspaper employment
products in the online recruitment marketplace. I'll start by filling you in on
the Headhunter acquisition.

Almost exactly one year ago this week, Tribune and Knight Ridder jointly
acquired CareerBuilder. Our going in strategy was to drive the market to a two
horse race, between CareerBuilder and Monster. Our plan was to do this by
leveraging our respective on and offline assets. Our mantra, which appeared in
nearly every strategy presentation and checkpoint meeting, has been to create
the Pepsi/Coke challenge in the online recruitment market. I'm pleased to
announce that today marks the completion of phase one of our strategy, right on
schedule. It's now us and them, CareerBuilder and Monster, and the race for
leadership officially starts today.

                                       1

<PAGE>

With the completion of this acquisition, here's how things will stack-up. When
we combine CareerBuilder's 4 million monthly unique visitors, with the 2.4
million that visit Headhunter, we believe we'll be at near parity with Monster.
To put this into perspective, our next largest competitor doesn't regularly meet
Media Metrix' 200,000 minimum to be listed in the careers category. Together
we'll have over 25,000 customers, the power and leverage of Knight Ridder and
Tribune's newspapers, a sales and customer service force that has nearly doubled
in size, and some great new additions to our management ranks.

Let me close my remarks by talking about how we sell our products. Recently, we
made a strategic decision to unite Knight Ridder and Tribune's online
recruitment sales people with CareerBuilder's sales management team. This allows
us to gain greater leverage from CareerBuilder's aggressive sales culture.
Shortly, we'll welcome Headhunter's impressive sales talent into this unified
sales organization. Along with our newspaper partners' print sales force we'll
have the best sales team, selling the best product in a two horse race. Stay
tuned for great marketplace theater.

Let me next turn things over to Tony, who will give you more of this exciting
story.

Tony Ridder, Chairman and CEO, Knight Ridder
--------------------------------------------
Good morning, and thank you for joining us for this exciting announcement. I
think Rob has laid out the particulars well. This is a watershed event for us.
Very quickly, we are going to see CareerBuilder's subscription base and revenues
double; its unique visitor count will climb from 4 million to nearly 6 million.
Its market share will increase significantly.

But the acquisition of Headhunter is about more than numbers. It is about the
repositioning of CareerBuilder as the distinct number two recruitment site on
the Web, with all the brand-building support it needs to start closing in on
number one.

Headhunter has been a respected competitor. Now we will have its superb sales
channel in our camp - and its first-rate management team as well. In our
release, we talk about the redesign and re-labeling of our newspaper help-wanted
sections to "CareerBuilder" - to build the brand's awareness. On top of that, we
are looking to maximize the effectiveness of our sales channel and looking for
new ways to involve the employment agencies. The combination - about which we
will have more to say as time goes on - will be a powerful driver of the
CareerBuilder franchise.'

Now, here's Jack Fuller




                                       2
<PAGE>

Jack Fuller, President, Tribune Publishing
------------------------------------------
Thanks, Tony.

Recruitment is fundamentally a local proposition, which is why newspapers have
always been the place where job-seekers start. As today's announcement
demonstrates, we have no intention of giving up that franchise.

Our share of the print and online recruitment business is formidable. Together,
the combined revenue in this category of Tribune, Knight Ridder, CareerBuilder
and Headhunter will be nearly $1 billion. That's about 12% of an 8 billion
dollar market. Monster's share of this market is about 5%.

We have a help-wanted resource unrivaled by any national competitor because we
are local. We have the most jobs, we have real jobs and we have the freshest
jobs. In Chicago, our online reach exceeds Monster and if you add in job seekers
who use the Sunday Tribune, we outreach Monster by a factor of 10.

That's a lot to build on. And we have a number of pieces ready to put into
place: the strengthened CareerBuilder brand, the launch next month of our new
CareerBuilder sections, the promotional power of our newspapers and Tribune
                                                                ---
Television.

That said, we're ready to take your questions.

                                      Q & A
                                      -----

Michael Beebe, Goldman Sachs: Hoping you could give more details on how you will
structure  the sales  force.  How much is outbound  vs.  inbound and how much is
agency driven?

Rob McGovern: We look at sales challenge two-fold. Outbound is comparable to
Monster. We will have about 200 people calling on corporate accounts. We also
have the ability to get access to the newspaper call centers. This is mostly an
inbound channel-about 500 salespeople among us. About 80% of the time that
people call us, we can add an online component. In terms of ad agencies, still
less than 10% of overall revenues. The agencies are still focused on the print
side and are key partners on the newspaper side.

Tim Landon:  Less than 4% of TRB total recruitment print revenue comes from TMP.
96% comes from other channels. Look for much more proactive management of agency
relationships.

Beebe follow-up: Comment on resume databases and how they fit into the model.

McGovern: We'll be at about parity on a freshness basis. The half-life of a
resume is only a couple of weeks. Monster figure of 14 million is since
inception. When you put out databases together, we'll be at about parity.


                                       3
<PAGE>

Dan Finnigan:  For us, TMP% is roughly the same.

Lanny Baker, Salomon Smith Barney: Two questions. At parity on freshness, give
us a sense of what portion of revenue is coming from the resume business. How
important is the resume business going forward. Given link with newspapers and
re-branding, what are the plans for Boston, Denver, Atlanta, Dallas...the
markets you're not in.
Will we see partnerships?

McGovern: Currently about 1/3 is resume database and about 2/3 job posting. We
think it will stay about there. These are complimentary products and we have
both. We will stay at about the same mix. In terms of adding new affiliates,
there's a careful balance that we're playing. Local is the cornerstone of our
strategy but we don't want to be a consortium. We're up against a fierce
competitor and we need to be agile. We just signed a deal with Belo with the
Dallas Morning News as the chief property. We're not going to dilute our ability
to be an aggressive player in the game.

Steve  Barlow,  Prudential:  Are you including  HotJobs in the Monster  numbers?
Project pro forma revenue and EBITDA losses for 2001?

McGovern: I think the whole industry is waiting with baited breath to see what
happens there. The stats we're looking at and I think their stats show about 60
to 70% overlap on both customers and audience. Looks like there's going to be a
lot of melting when that deal comes together. Media Metrix shows a 67% overlap.
With HeadHunter, we've got 11% overlap on customers, slightly less than 20%
overlap on audience.

David Hiller: Combined (TRB/KRI/CB) online revenues will be well over $100M in
2002 and be cash flow positive in Q1. The addition of HeadHunter significantly
enhances our ability to become profitable.

Mandana Hormozi,  Lazard Freres:  At what point do you expect sales forces to be
integrated? Any costs associated with that?

McGovern: Our watchword is we're taking the heat up in the marketplace. Just
came from a meeting where I had employees chanting "we're # 1." We expect to be
up and running within 45 days of today, if the tender goes as we expect it to
go.

Hiller:  Costs of integration are modest on selling and marketing side.

Hormozi follow-up: With the battle with Monster, do you expect to increase
marketing spending?

McGovern: We're fortunate to have core assets so that we don't have to spend the
way Monster spends. We've doubled our traffic. We don't need to spend on Super
Bowls and that kind of thing. We're going to use our newspapers in kind and
we're going to spend some money. We've got a great deal with MSN. If it takes
spending, we're going to spend but right now we're feeling pretty good about our
spending.

                                       4
<PAGE>

Ruthellyn Musil:  I want to clarify that this will be earnings neutral for TRB.

Tony Ridder: Maybe a penny or two dilutive to KRI but were working to be
neutral.

Bill Bird,  Salomon Smith Barney:  Can you provide details on cross  promotional
plans? Discuss plans for positioning or re-positioning the two distinct brands.

McGovern: We're going to put all the wood behind one arrow. We're not going to
do a two-brand strategy. The brand is CareerBuilder and it will be that brand
everywhere. In terms of cross-promotion with the average newspaper, there's very
little crossover between paper ad readers and online ad readers. We can offer
customers unique buys that others can't offer.

Hiller: The street value of promotional effort is in the tens of millions.
There's a serious promotional effort against this. This builds on the fact that
people naturally come to newspapers when they're looking for jobs.

Finnigan: Rebranding effort is highly significant. No one can replicate that
branding.

Bird follow-up: Will CareerBuilder sections be weekly and how long will effort
last?

Landon: Yes, weekly, and permanent.

Michael Beebe, Goldman Sachs: Comment on the status of your relationship with
MSN. Can you give update on whether the transaction will have impact on the
relationship between HeadHunter and Yahoo? What will be your pricing strategy?
How will you price relative to Monster or relative to your pricing today?

McGovern: We've enjoyed a great relationship with Microsoft. It started when
Microsoft made a strategic investment in CareerBuilder. It is a fact that that
relationship is up for renewal. The addition of Yahoo to our world does add
complexities. We love the position we're in and we think all of the scenarios we
run, we end up with a great portal scenario when everything plays out. Regarding
pricing, the industry has been trying to work its way to a rational pricing
model. Unfortunately, we had the phenomenon of venture capitalists funding
irrational pricing structures. We offer outstanding value to the customer.

Finnigan: About a 1/4 of Headhunter's revenues comes from staffing agencies, and
the agencies will be welcoming this news because they want a Pepsi to Monster's
Coke.

Beebe follow-up: How much traffic at CB comes from MSN?

McGovern: There's a lot of duplication that has to be factored out. On de-duped
basis, somewhere around 20%.


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