<SUBMISSION>
<ACCESSION-NUMBER>0000928385-01-502120
<TYPE>SC TO-T/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20011017
<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>1760570
</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>AMENDMENT #7 TO SC TO-T
<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. 7)

                              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

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. 7 (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 17, 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, October 23, 2001. The Offer was previously scheduled
         to expire at 5:00 p.m., New York City time, on October 16, 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 16, 2001,
         approximately 100% of the Shares currently outstanding were validly
         tendered and not withdrawn (including Shares subject to guaranteed
         deliveries) pursuant to the tender offer. The full text of the press
         release is filed as Exhibit (a)(5)(H) 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)(H) Press Release issued by Career Holdings, Inc. on October 17,
                   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:  October 17, 2001                By:     /s/ James A. Tholen
                                           ----------------------------
                                       Name:  James A. Tholen
                                       Title: Vice President

                                       CB MERGER SUB, INC.


Date:  October 17, 2001                By:     /s/ James A. Tholen
                                           -----------------------------
                                       Name:  James A. Tholen
                                       Title: President

                                       TRIBUNE COMPANY


Date:  October 17, 2001                By:     /s/ Mark W. Hianik
                                           ----------------------------
                                       Name:  Mark W. Hianik
                                       Title: Vice President

                                       KNIGHT RIDDER DIGITAL


Date:  October 17, 2001                By:     /s/ Daniel J. Finnigan
                                           ----------------------------
                                       Name:  Daniel J. Finnigan
                                       Title: President


<PAGE>

                                  EXHIBIT INDEX

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

         (a)(5)(H)      Press Release issued by Career Holdings, Inc. on
                        October 17, 2001




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A5H
<SEQUENCE>3
<FILENAME>dex99a5h.txt
<DESCRIPTION>EXHIBIT 99.A5H
<TEXT>
<PAGE>

                                                               Exhibit (a)(5)(H)


For Immediate Release

                   CAREER HOLDINGS, INC., EXTENDS TENDER OFFER
                            FOR HEADHUNTER.NET, INC.

Reston, Va., Wednesday, October 17, 2001 - Career Holdings, Inc., today said
that it has extended the expiration date of its tender offer for HeadHunter.Net,
Inc. (NASDAQ: HHNT), to 5:00 p.m., New York City time, on Tuesday, October 23,
2001. The tender offer was previously scheduled to expire at 5:00 p.m., New York
City time, on Tuesday, October 16, 2001. The tender offer period has been
extended because the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act has not yet expired or been terminated.

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). As a consequence of the extension of the
expiration date of the tender offer, holders of Headhunter common stock may
tender or withdraw shares until 5:00 p.m., New York City time, on Tuesday,
October 23, 2001, unless the tender offer period is further extended.

The Headhunter tender offer is being made pursuant to a merger agreement dated
August 24, 2001, among Headhunter, Career Holdings and CB Merger Sub. On
September 17, 2001, the Federal Trade Commission requested additional
information and documents pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act, which extended the waiting period under the 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 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, the depositary for the tender offer,
has advised Career Holdings that as of 5:00 p.m. New York City time, on October
16, 2001, approximately 100% of the Headhunter shares currently outstanding were
validly tendered and not withdrawn (including shares subject to guaranteed
deliveries) pursuant to 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, CB
Merger Sub, Knight Ridder Digital and Tribune Company 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


<PAGE>

statement (including the offer to purchase, letter of transmittal and related
documents) and the solicitation/recommendation statement are also available for
free on the Commission's Web site at http://www.sec.gov.
                                     ------------------

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.

                                        2



<PAGE>

MEDIA CONTACTS:                                INVESTOR CONTACTS:
Christine Hennessey, Tribune Co.               Ruthellyn Musil, Tribune Co.
chennessey@tribune.com                         rmusil@tribune.com
312/222-4850 (Office)                          ------------------
312/222-1573 (Fax)                             312/222-3787
                                               312/222-1573
Cynthia Funnell, Knight Ridder Digital
cfunnell@knightridder.com                      Polk Laffoon, Knight-Ridder, Inc.
-------------------------                      plaffoon@knightridder.com
408/938-6076 (Office)                          -------------------------
408/938-6080 (Fax)                             408/938-7838 (Office)
                                               408/938-7813 (Fax)
Barry Lawrence, CareerBuilder, Inc.
Barry.Lawrence@careerbuilder.com               Gil Fuqua, HeadHunter.net, Inc.
--------------------------------               gfuqua@corpcomminc.com
703/259-5793 (Office)                          615/254-3376 (Office)
703/259-5785  (Fax)

Craig Stamm, HeadHunter.net, Inc.
Craig.stamm@headhunter.net
--------------------------
770/349-2480 (Office)
770/349-2931 (Fax)


                                        3

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