<SUBMISSION>
<ACCESSION-NUMBER>0000928385-01-501847
<TYPE>SC TO-T/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20010925
<GROUP-MEMBERS>CB MERGER SUB, INC.
<GROUP-MEMBERS>KNIGHT RIDDER DIGITAL
<GROUP-MEMBERS>TRIBUNE COMPANY
<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>1744011
</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>
</SUBJECT-COMPANY>
<DOCUMENT>
<TYPE>SC TO-T/A
<SEQUENCE>1
<FILENAME>dsctota.txt
<DESCRIPTION>SCHEDULE TO-T/A  # 4
<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. 4)

                              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:
<TABLE>
<S>                                              <C>                                     <C>
             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
</TABLE>




<PAGE>

                            CALCULATION OF FILING FEE
<TABLE>
<S>                                                 <C>
Transaction Valuation*:  $206,124,816                Amount of Filing Fee**:  $41,225
</TABLE>
-------
* 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.

<TABLE>
<S>                                               <C>
      Amount Previously Paid:    $41,225          Filing Party:  Career Holdings, Inc.
      Form or Registration No.:  Schedule TO      Date Filed:    August 31, 2001
</TABLE>

[_]   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. 4 (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 3 ("Identity and Background of Filing Persons").

         Item 3 of the Schedule TO is hereby amended and supplemented as
follows:

         Items 3(a), 3(b) and 3(c) of the Schedule TO are hereby deleted in
their entirety and replaced with the following:

         "(a) This Tender Offer Statement is filed by Career Holdings,
         Purchaser, Tribune Company and Knight Ridder Digital. The information
         set forth in Section 9 ("Certain Information Concerning Career
         Holdings, CB Merger Sub, Inc., Tribune Company and Knight Ridder
         Digital") in the Offer to Purchase and on Schedule I thereto is
         incorporated herein by reference.

         (b) The information set forth in Section 9 ("Certain Information
         Concerning Career Holdings, CB Merger Sub, Inc., Tribune Company and
         Knight Ridder Digital") in the Offer to Purchase and on Schedule I
         thereto is incorporated herein by reference.

         (c) The information set forth in Section 9 ("Certain Information
         Concerning Career Holdings, CB Merger Sub, Inc., Tribune Company and
         Knight Ridder Digital") in the Offer to Purchase and on Schedule I
         thereto is incorporated herein by reference. During the last five
         years, none of the Purchaser, Career Holdings, Knight Ridder Digital,
         Tribune Company, or, to the best knowledge of Purchaser, Career
         Holdings, Tribune Company and Knight Ridder Digital, any of the persons
         listed on Schedule I to the Offer to Purchase (i) has been convicted in
         a criminal proceeding (excluding traffic violations or similar
         misdemeanors) or (ii) was a party to any judicial or administrative
         proceeding (except for matters that were dismissed without sanction or
         settlement) that resulted in a judgment, decree or final order
         enjoining the person from future violations of, or prohibiting
         activities subject to, federal or state securities laws, or a finding
         of any violation of such laws."

         Section 9 of the Offer to Purchase ("Certain Information Concerning
Career Holdings and CB Merger Sub, Inc.") is hereby amended and supplemented as
follows:

         The title of Section 9 of the Offer to Purchase is hereby amended to
state in its entirety the following:

<PAGE>

         "9. Certain Information Concerning Career Holdings, CB Merger Sub,
         Inc., Tribune Company and Knight Ridder Digital."

         The third paragraph of Section 9 of the Offer to Purchase is hereby
amended and supplemented by adding the following two sentences at the end of the
paragraph:

         "The principal office of Tribune is located at 435 North Michigan
         Avenue, Chicago, Illinois 60611, and the telephone number for Tribune
         is (312) 222-9100. The principal office of Knight Ridder Digital is
         located at 35 South Market Street, San Jose, California 95113, and the
         telephone number for Knight Ridder Digital is (408) 938-6000."

Item 5 ("Past Contacts, Transactions, Negotiations and Agreements")

         Item 5 of the Schedule TO is hereby amended and supplemented as
follows:

         Item 5(a) of the Schedule TO is hereby deleted in its entirety and
replaced with the following:

         "Except as disclosed in Item 5(b), during the past two years, there
         have been no transactions that would be required to be disclosed under
         this Item 5(a) between any of the Purchaser, Career Holdings, Tribune
         Company or Knight Ridder Digital, or, to the best knowledge of
         Purchaser, Career Holdings, Tribune Company and Knight Ridder Digital,
         any of the persons listed on Schedule I to the Offer to Purchase, and
         the Company or any of its executive officers, directors or affiliates."

Item 6 ("Purpose of the Transaction and Plans or Proposals").

         Item 6 of the Schedule TO is hereby amended and supplemented as
follows:

         Section 13 of the Offer to Purchase ("Purpose of the Offer; Plans for
Headhunter") is hereby amended and supplemented by deleting the first sentence
of the first paragraph of such section and replacing it with the following:

         "The purpose of Career Holdings, Tribune and Knight Ridder Digital in
         undertaking the Offer and the Merger is for Career Holdings and its
         subsidiaries to acquire all of the outstanding Shares."

Item 8 ("Interest in Securities of the Subject Company").

         Item 8 of the Schedule TO is hereby amended and supplemented as
follows:

         The section entitled "Transactions and Arrangements Concerning the
Shares" in Section 12 of the Offer to Purchase ("The Merger Agreement; The
Stockholder Agreements") is hereby amended and supplemented by deleting the
paragraph in such section and replacing it with the following:

         "Except as set forth elsewhere in this Offer to Purchase or in Schedule
         I hereto: (i) neither Career Holdings, Purchaser, Tribune, Knight
         Ridder Digital nor, to Career Holdings', Purchaser's, Tribune's or
         Knight Ridder Digital's knowledge, any of the persons listed in
         Schedule I hereto or any associate or majority owned subsidiary of
         Career Holdings', Purchaser's, Tribune's or Knight Ridder Digital's or
         of any of the persons so listed, beneficially owns or has a right to
         acquire any Shares or any other equity securities of Headhunter, (ii)
         neither Career Holdings, Purchaser, Tribune, Knight Ridder Digital nor,
         to any Career Holdings', Purchaser's, Tribune's or Knight Ridder
         Digital's knowledge, any of the persons or entities referred to in
         clause (i) above or any of their

<PAGE>

         executive officers, directors or subsidiaries has effected any
         transaction in the Shares or any other equity securities of Headhunter
         during the past 60 days, and (iii) neither Career Holdings, Purchaser,
         Tribune, Knight Ridder Digital nor, to Career Holdings', Purchaser's,
         Tribune's or Knight Ridder Digital's knowledge, any of the persons
         listed in Schedule I hereto, has any contract, arrangement,
         understanding or relationship with any other person with respect to any
         securities of Headhunter (including, but not limited to, any contract,
         arrangement, understanding or relationship concerning the transfer or
         the voting of any such securities, joint ventures, loan or option
         arrangements, puts or calls, guaranties of loans, guaranties against
         loss, or the giving or withholding of proxies, consents or
         authorizations)."

<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 25, 2001                      By: /s/ JAMES A. THOLEN
                                                   -----------------------------
                                               Name:  James A. Tholen
                                               Title: Vice President



                                               CB MERGER SUB, INC.


Date:  September 25, 2001                      By: /s/ JAMES A. THOLEN
                                                   -----------------------------
                                               Name:  James A. Tholen
                                               Title: President



                                               TRIBUNE COMPANY


Date:  September 25, 2001                      By: /s/ MARK W. HIANIK
                                                   -----------------------------
                                               Name:  Mark W. Hianik
                                               Title: Vice President



                                               KNIGHT RIDDER DIGITAL


Date:  September 25, 2001                      By: /s/ DANIEL J. FINNIGAN
                                                   -----------------------------
                                               Name:  Daniel J. Finnigan
                                               Title: President

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