<SUBMISSION>
<ACCESSION-NUMBER>0000928385-01-501785
<TYPE>SC TO-T/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20010918
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>CAREER HOLDINGS INC
<CIK>0001119598
<ASSIGNED-SIC>
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>435 N MICHIGAN
<CITY>CHICAGO
<STATE>IL
<ZIP>60611
</BUSINESS-ADDRESS>
</FILED-BY>
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>HEADHUNTER NET INC
<CIK>0001065984
<ASSIGNED-SIC>7310
<IRS-NUMBER>582403177
<STATE-OF-INCORPORATION>GA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T/A
<ACT>34
<FILE-NUMBER>005-57125
<FILM-NUMBER>1739680
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>333 RESEARCH COURT
<STREET2>STE 200
<CITY>NORCROSS
<STATE>GA
<ZIP>30092
<PHONE>7703009272
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>6410 ATLANTIC BLVD
<STREET2>STE 160
<CITY>NORCROSS
<STATE>GA
<ZIP>30071
</MAIL-ADDRESS>
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<DOCUMENT>
<TYPE>SC TO-T/A
<SEQUENCE>1
<FILENAME>dsctota.txt
<DESCRIPTION>SCTO
<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
                                (Amendment No. 1)



                              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
                 (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:

                              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*:  $206,124,816        Amount of Filing Fee**: $41,225

-------

*  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: [_]

<PAGE>

         This Amendment No. 1 (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 11 ("Additional Information").

         Item 11 of the Schedule TO is hereby amended and supplemented by
including the following information:

         The section captioned "Antitrust" of Section 16 of the Offer to
Purchase ("Legal Matters; Required Regulatory Approvals") is hereby amended and
supplemented by inserting the following paragraph after the second paragraph of
such section:

         "On September 17, 2001, Career Holdings, Purchaser and Headhunter
received a request for additional information from the FTC pursuant to the
HSR Act, which the parties intend to comply with as soon as practicable. As a
result, the waiting period under the HSR Act has been extended until 11:59 p.m.,
New York City time, on the tenth calendar day after the date of substantial
compliance therewith. The FTC may terminate its review prior to the expiration
of this additional 10-calendar-day waiting period."

Item 12 ("Exhibits").

         Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibit:

         (a)(5)(E) Text of Press Release issued by HeadHunter.NET, Inc. and
                   Career Holdings dated September 18, 2001.

<PAGE>

                                   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: September 18, 2001               By: /s/ James A. Tholen
                                           -----------------------------------
                                       Name:  James A. Tholen
                                       Title: Vice President

                                       CB MERGER SUB, INC.


Date: September 18, 2001               By: /s/ James A. Tholen
                                           -----------------------------------
                                       Name:  James A. Tholen
                                       Title: President

<PAGE>

                                  EXHIBIT INDEX

      EXHIBIT NO.    DESCRIPTION
      -----------    -----------

      (a)(5)(E)      Text of Press Release issued by HeadHunter.NET, Inc. and
                     Career Holdings dated September 18, 2001.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>dex99.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>

For Immediate Release

                                                               Exhibit (a)(5)(E)

       CAREER HOLDINGS, INC., AND HEADHUNTER.NET, INC., SAY FTC REQUESTS
                 ADDITIONAL INFORMATION ON PENDING ACQUISITION

Reston, Va., Tuesday, September 18, 2001 - Career Holdings, Inc., and
HeadHunter.NET, Inc.(NASDAQ: HHNT), today said that a request for additional
information and documents has been issued by the Federal Trade Commission under
the Hart-Scott-Rodino Antitrust Improvements Act in connection with Career
Holdings and its pending acquisition of Headhunter.

On August 31, 2001, CB Merger Sub, Inc., a wholly owned subsidiary of Career
Holdings, commenced its previously announced tender offer for all of the shares
of common stock of Headhunter at $9.25 per share, net to the seller, in cash.
Career Holdings is the parent of CareerBuilder, Inc., and is principally owned
by Tribune Company (NYSE: TRB) and Knight Ridder Digital, a subsidiary of
Knight-Ridder, Inc. (NYSE: KRI).

The Headhunter tender offer is being made pursuant to a merger agreement dated
August 24, 2001, among Headhunter, Career Holdings and CB Merger Sub. The tender
offer is currently scheduled to expire at 12:00 midnight, Eastern time, on
September 28, 2001, unless extended. The Federal Trade Commission's request
extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act until 11:59 p.m., Eastern time, on the tenth calendar day after the date of
substantial compliance with the request unless the Federal Trade Commission
decides to terminate the waiting period earlier. The parties intend to comply
with the request as soon as practicable. The expiration or termination of this
waiting period and satisfaction or waiver (if applicable) of other conditions
are required to complete the tender offer.

American Stock Transfer & Trust Company is the depositary for the tender offer.
Georgeson Shareholder Communications Inc. is the information agent.

                                       ###

This news release does not constitute an offer to purchase or a solicitation of
an offer to sell any securities. The complete terms and conditions of the tender
offer are set forth in an offer to purchase and related letter of transmittal,
which are included in a tender offer statement filed by Career Holdings and CB
Merger Sub with the Securities and Exchange Commission. Headhunter has filed a
solicitation/recommendation statement with respect to the tender offer. The
offer to purchase, letter of transmittal and solicitation/recommendation
statement were mailed to Headhunter shareholders. The tender offer statement
(including the offer to purchase, letter of transmittal and related documents)
and the solicitation/recommendation statement are also be available for free on
the Commission's Web site at http://www.sec.gov.
                             ------------------

                                    - more -

<PAGE>

None of Career Holdings, Headhunter, Tribune or Knight Ridder 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.

About CareerBuilder, Inc.
CareerBuilder 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
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, 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.

                                     -more-

                                       2

<PAGE>

MEDIA CONTACTS:                                INVESTOR CONTACTS:
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, Inc.
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, Inc.
gfuqua@corpcomminc.com
----------------------
615/254-3376 (Office)


                                       3

</TEXT>
</DOCUMENT>
</SUBMISSION>
