SC 13D 1 dsc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934* HeadHunter.NET, Inc. ---------------------------------------------- (Name of Issuer) Common Stock, $.01 par value per share (including the associated junior participating preferred stock purchase rights) ---------------------------------------------- (Title of Class of Securities) 422077107 ------------------------- (CUSIP Number) -------------------------------------------------------------------------------- James A. Tholen with a copy to: Career Holdings, Inc. Donald L. Toker, Esq. 10790 Parkridge Blvd. Hale and Dorr LLP Suite 200 11951 Freedom Drive Reston, Virginia 20191 Reston, Virginia 20190 (703) 259-5500 (703) 654-7000 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 24, 2001 ------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13(d)-1(f) or 240.13d-1(g), check the following box [_]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) (Page 1 of 9 Pages) SCHEDULE 13D CUSIP NO. 422077107 ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Career Holdings, Inc. ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] ------------------------------------------------------------------------------ SEC USE ONLY 3 ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 See Item 3 below. ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 State of Delaware ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF Not Applicable SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 5,524,966 (See Item 5) ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING Not Applicable PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 5,524,966 (See Item 5) ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 5,524,966 (See Item 5) ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 12 ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 27.1% ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 CO ------------------------------------------------------------------------------ The filing of this Schedule 13D is not, and shall not be construed as, an admission that the filer or any of its executive officers or directors beneficially owns any of the Shares for which it is listed as having shared dispositive power. See Items 5 and 6. (Page 2 of 9 Pages) SCHEDULE 13D CUSIP NO. 422077107 ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tribune Company ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] ------------------------------------------------------------------------------ SEC USE ONLY 3 ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 See Item 3 below. ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 State of Delaware ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF Not Applicable SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 5,524,966 (See Item 5 below) ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING Not Applicable PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 5,524,966 (See Item 5 below) ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 5,524,966 (See Item 5 below) ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 12 ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 27.1% ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 CO ------------------------------------------------------------------------------ The filing of this Schedule 13D is not, and shall not be construed as, an admission that the filer or any of its executive officers or directors beneficially owns any of the Shares for which it is listed as having shared dispositive power. See Items 5 and 6. (Page 3 of 9 Pages) CUSIP NO. 422077107 ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Knight Ridder Digital ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] ------------------------------------------------------------------------------ SEC USE ONLY 3 ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 See Item 3 below. ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 State of Delaware ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF Not Applicable SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 5,524,966 (See Item 5 below) ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING Not Applicable PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 5,524,966 (See Item 5 below) ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 5,524,966 (See Item 5 below) ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 12 ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 27.1% ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 CO ------------------------------------------------------------------------------ The filing of this Schedule 13D is not, and shall not be construed as, an admission that the filer or any of its executive officers or directors beneficially owns any of the Shares for which it is listed as having shared dispositive power. See Items 5 and 6. (Page 4 of 9 Pages) ITEM 1. SECURITY AND ISSUER The class of equity securities to which this Statement on Schedule 13D (the "Schedule 13D") relates is the common stock, $.01 par value per share, of HeadHunter.NET, Inc., a Georgia corporation ("Headhunter"), including the associated junior participating preferred stock purchase rights issued pursuant to a Shareholder Protection Rights Agreement, dated as of April 15, 2000, between Headhunter 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 (collectively, "Company Common Stock"). The principal executive offices of Headhunter are located at 333 Research Court, Suite 200, Norcross, GA 30092. ITEM 2. IDENTITY AND BACKGROUND (a) This Statement is being filed by Career Holdings, Inc., a Delaware corporation ("Career Holdings"), Tribune Company, a Delaware corporation ("Tribune"), and Knight Ridder Digital, a Delaware corporation ("KRD"). Career Holdings may be deemed to be controlled by Tribune and KRD. (b) The address of the principal executive offices of Career Holdings is c/o CareerBuilder, Inc., 10790 Parkridge Blvd., Suite 200, Reston, Virginia 20191. The address of the principal executive offices of Tribune is 435 North Michigan Avenue, Chicago, Illinois 60611. The address of the principal executive offices of KRD is 35 S, Market Street San Jose, California 95113. (c) Career Holdings, through its wholly owned subsidiaries, is a provider of online recruiting services and solutions. Merger Sub (as defined below) was organized for the purpose of engaging in the transactions referred to in this Schedule 13D. Tribune is a media company, operating businesses in broadcasting, publishing and on the Internet. KRD operates and maintains a variety of online services, including Real Cities, a national network of city and regional destination sites in 55 U.S. markets. KRD is a wholly owned subsidiary of Knight-Ridder, Inc,. (d) During the last five years, (i) Career Holdings affirms that neither it nor Merger Sub is required to disclose legal proceedings pursuant to Item 2(d), (ii) Tribune affirms that it is not required to disclose legal proceedings pursuant to Item 2(d), and (iii) KRD affirms that it is not required to disclose legal proceedings pursuant to Item 2(d). (e) During the last five years, (i) Career Holdings affirms that neither it nor Merger Sub is required to disclose legal proceedings pursuant to Item 2(e), (ii) Tribune affirms that it is not required to disclose legal proceedings pursuant to Item 2(e), and (iii) KRD affirms that it is not required to disclose legal proceedings pursuant to Item 2(e). (f) To the knowledge of Career Holdings, Tribune and KRD, respectively, each of the individuals identified on Schedule A attached hereto is a citizen of the United States. Set forth on Schedule A is the name, and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the respective directors and executive officers of Career Holdings, Tribune and KRD as of the date hereof. During the last five years, to the knowledge of Career Holdings, no person named on Schedule A as a director or officer of Career Holdings or Merger Sub has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the last five years, to the knowledge of Tribune, no person named on Schedule A as a director or officer of Tribune has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the last five years, to the knowledge of KRD, no person named on Schedule A as a director or officer of KRD has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On August 24, 2001, Career Holdings, CB Merger Sub, Inc., a Georgia corporation and wholly owned subsidiary of Career Holdings ("Merger Sub"), and Headhunter entered into an Agreement and Plan of Merger (the "Merger Agreement"). On August 31, 2001, pursuant to the Merger Agreement, the Merger Sub commenced a tender offer (the "Offer") to purchase all issued and outstanding shares of Company Common Stock. (Page 5 of 9 Pages) at a price of $9.25 per share in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase related to the Offer (the "Offer to Purchase"). Pursuant to the Merger Agreement and subject to the conditions set forth therein, Merger Sub will merge with and into Headhunter and Headhunter will become a wholly owned subsidiary of Career Holdings (such events constituting the "Merger"). Once the Merger is consummated, Merger Sub will cease to exist as a corporation and all of the business, assets, liabilities and obligations of Merger Sub will be merged into Headhunter with Headhunter remaining as the surviving corporation (the "Surviving Corporation"). As a result of the Merger, each outstanding share of Company Common Stock, other than shares owned by Merger Sub, Career Holdings or any wholly owned subsidiary of Career Holdings, will be converted into the right to receive $9.25 in cash. The Offer is not conditioned upon any financing arrangements. The total amount of funds required by Merger Sub to consummate the Offer and the Merger (as defined in the Merger Agreement) and to consummate the transactions contemplated by the Merger Agreement is estimated to be approximately $201 million. Merger Sub will obtain all of such funds pursuant to the terms of an Investment Agreement, dated August 24, 2001, among the stockholders of Career Holdings and Career Holdings (the "Investment Agreement"). KRD and Tribune will provide such funds from existing resources or borrowing availability. Concurrently with entering into the Merger Agreement, on August 24, 2001, Career Holdings, the Merger Sub and Headhunter entered into agreements (the "Stockholder Agreements") with each of the following shareholders of Headhunter: William H. Scott, III, Burton B. Goldstein, Jr., Robert M. Montgomery, Michael J. Miskoff, J. Douglas Cox, Kimberley E. Thompson and ITC Holding Company, Inc., relating to aggregate of 5,524,966 shares of Headhunter common stock (the "Shares") beneficially owned thereby. Each of these shareholders has agreed, (i) to cause the Shares to be voted in favor of the Merger and the Merger Agreement and against other proposals or transactions which would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, and (ii) to tender pursuant to and in accordance with the terms of the Offer, as soon as practicable after commencement but in no event later than the then scheduled expiration date of the Offer, all of the Shares. Each Stockholder Agreement terminates upon the earlier to occur of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement and (ii) such date and time as the Merger Agreement shall have been terminated pursuant to its terms. References to, and descriptions of, the Offer, the Merger Agreement, the Investment Agreement and the Stockholder Agreements as set forth above in this Item 3 are qualified in their entirety by reference to the copies of the Merger Agreement, the Investment Agreement and the Stockholder Agreements, respectively, included as Exhibits 1 through 9 to this Schedule 13D, and incorporated in this Item 3 in their entirety where such references and descriptions appear. ITEM 4. PURPOSE OF TRANSACTION. The purpose of the Offer is for Career Holdings to acquire all outstanding shares of Company Common Stock. The purpose of the merger to be consummated pursuant to the Merger Agreement (the "Merger") is for Career Holdings to acquire through Merger Sub all shares of Company Common Stock not otherwise acquired by Career Holdings in the Offer. Upon consummation of the Merger, Headhunter will become a wholly owned subsidiary of Career Holdings. The purpose of the Stockholder Agreements is to facilitate the Offer and the Merger. Upon the purchase by Merger Sub of the Company Common Stock pursuant to the Offer, Merger Sub shall be entitled to designate up to such number of directors, rounded up to the next whole number, on Headhunter's Board of Directors (the "Board") equal to the product of the total number of directors on the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of shares of Company Common Stock beneficially owned by Merger Sub following such purchase bears to the total number of shares of Company Common Stock then outstanding on an "as-converted" basis. In the Merger Agreement, Headhunter has agreed, at such time, to promptly take all actions necessary to cause Merger Sub's designees to be elected as directors of Headhunter, including increasing the size of the Board or securing the resignations of incumbent directors, or both. The Merger Agreement also provides that, at such times, Headhunter shall use its reasonable best efforts to cause persons designated by Merger Sub to constitute the same percentage as persons designated by Merger Sub shall constitute of the Board of (a) each committee of the Board, (b) each board of directors of each subsidiary of Headhunter, and (c) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the effective time of the Merger, the Merger Agreement provides that such Board shall have at least two directors who are directors of Headhunter on the date of the Merger Agreement and who are not officers of employees of Headhunter. If the Merger is consummated as planned, the Company Common Stock will be deregistered under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and cease to be authorized to be listed on the Nasdaq National Market. (Page 6 of 9 Pages) References to, and descriptions of, the Offer, the Merger Agreement, and the Stockholder Agreements as set forth above in this Item 4 are qualified in their entirety by reference to the copies of the Merger Agreement and the Stockholder Agreements, respectively, included as Exhibits 1 and 3 through 9 to this Schedule 13D,and incorporated in this Item 4 in their entirety where such references and descriptions appear. Except as set forth in this Item 4, none of Career Holdings, Tribune nor KRD has any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D (although Career Holdings reserves the right to develop such plans). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a), (b) As a result of the Shareholder Agreements, Career Holdings, Tribune and KRD may be deemed to be the beneficial owner of 5,524,966 shares of Company Common Stock (collectively, the "Shares"). Such shares constitute approximately 27.1% of the issued and outstanding shares of Common Stock based on the number of shares of Common Stock outstanding as of August 24, 2001 (as represented by Headhunter in the Merger Agreement). Career Holdings may be deemed to have the shared power to vote the Shares with respect to those matters described above, and to cause the sale of the Shares pursuant to the Offer as described above. However, each of Career Holdings, Tribune and KRD, respectively, (i) is not entitled to any rights as a shareholder of Headhunter as to the Shares other than as described above and (ii) disclaims any beneficial ownership of the Shares. Neither Career Holdings, Tribune nor KRD has the power to dispose of the Shares. (c) There have been no transactions by Career Holdings in securities of Headhunter during the past sixty days. To the knowledge of Career Holdings, there have been no transactions by any director or executive officer of Career Holdings in securities of Headhunter during the past sixty days. To the knowledge of Tribune, there have been no transactions by any director or executive officer of Tribune in securities of Headhunter during the past sixty days. To the knowledge of KRD, there have been no transactions by any director or executive officer of KRD in securities of Headhunter during the past sixty days. (d) To the knowledge of Career Holdings, Tribune and KRD, the Shareholders who are parties to the Stockholder Agreements have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than the Merger Agreement and the Shareholder Agreements, to the knowledge of Career Holdings, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 and between such persons and any person with respect to any securities of Headhunter, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following documents are filed as exhibits: Exhibit 1. Agreement and Plan of Merger, dated August 24, 2001 by and among Career Holdings, Merger Sub and Headhunter (incorporated by reference to Exhibit (d)(1) of the Tender Offer Statement on Schedule TO filed by Career Holdings on August 31, 2001). Exhibit 2. Investment Agreement dated August 24, 2001 among the shareholders of Career Holdings and Career Holdings (incorporated by reference to Exhibit (d)(2) of the Tender Offer Statement on Schedule TO filed by Career Holdings on August 31, 2001). Exhibit 3. Stockholder Agreement, dated August 24, 2001, among Career Holdings, Merger Sub and William H. Scott, III (incorporated by reference to Exhibit (d)(4) of the Tender Offer Statement on Schedule TO filed by Career Holdings on August 31, 2001). Exhibit 4 Stockholder Agreement, dated August 24, 2001, among Career Holdings, Merger Sub and Burton B. Goldstein, Jr. (incorporated by reference to Exhibit (d)(5) of the Tender Offer Statement on Schedule TO filed by Career Holdings on August 31, 2001). Exhibit 5 Stockholder Agreement, dated August 24, 2001, among Career Holdings, Merger Sub and Robert M. Montgomery (incorporated by reference to Exhibit (d)(6) of the Tender Offer Statement on Schedule TO filed by Career Holdings on August 31, 2001). (Page 7 of 9 Pages) Exhibit 6 Stockholder Agreement, dated August 24, 2001, among Career Holdings, Merger Sub and Michael G. Misikoff (incorporated by reference to Exhibit (d)(7) of the Tender Offer Statement on Schedule TO filed by Career Holdings on August 31, 2001). Exhibit 7 Stockholder Agreement, dated August 24, 2001, among Career Holdings, Merger Sub and J. Douglas Cox (incorporated by reference to Exhibit (d)(8) of the Tender Offer Statement on Schedule TO filed by Career Holdings on August 31, 2001). Exhibit 8 Stockholder Agreement, dated August 24, 2001, among Career Holdings, Merger Sub and Kimberley E. Thompson (incorporated by reference to Exhibit (d)(9) of the Tender Offer Statement on Schedule TO filed by Career Holdings on August 31, 2001). Exhibit 9 Stockholder Agreement, dated August 24, 2001, among Career Holdings, Merger Sub and ITC Holding Company, Inc. (incorporated by reference to Exhibit (d)(10) of the Tender Offer Statement on Schedule TO filed by Career Holdings on August 31, 2001). (Page 8 of 9 Pages) SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct. Career Holdings, INC. By: /s/ James A. Tholen ---------------------------------------- Name: James A. Tholen Title: Vice President TRIBUNE COMPANY By: /s/ Mark W. Hianik ---------------------------------------- Name: Mark W. Hianik Title: Vice President, Assistant General Counsel KNIGHT RIDDER DIGITAL By: /s/ Daniel J. Finnigan ---------------------------------------- Name: Daniel J. Finnigan Title: President Dated: September 4, 2001 SCHEDULE A SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF CAREER HOLDINGS, INC., CB MERGER SUB, INC., TRIBUNE COMPANY AND KNIGHT RIDDER DIGITAL Directors and Executive Officers of Career Holdings, Inc. The name, age, present principal occupation or employment and business address and material occupations or employment for the past five years of each of the directors and executive officers of Career Holdings is set forth below. Unless otherwise indicated below, each occupation set forth opposite each person refers to employment with Career Holdings, a provider for online recruiting services and solutions. The business address of each such person is, unless otherwise indicated below, 10790 Parkridge Blvd., Suite 200, Reston, Virginia 20191. Each individual listed below is a citizen of the United States.

A-1 Directors and Executive Officers of CB Merger Sub, Inc. The name, age, present principal occupation or employment and business address and material occupations or employment for the past five years of each of the directors and executive officers of Purchaser is set forth below. Unless otherwise indicated below, each occupation set forth opposite each person refers to employment with CB Merger Sub, Inc. The business address of each such person is, unless otherwise indicated below, 10790 Parkridge Blvd., Suite 200, Reston, Virginia 20191. Each individual listed below is a citizen of the United States.

Directors and Executive Officers of Tribune Company. The following table sets forth the name and present principal occupation or employment, and material occupations, positions, offices or employment for the past five years of each director and executive officer of Tribune, a media company with interests in broadcasting, publishing and on the Internet. Unless otherwise indicated below, each occupation set forth opposite each person refers to employment with Tribune. The business address of each such person is c/o Tribune Company, 435 North Michigan Avenue, Chicago, Illinois 60611, and each such person is a citizen of the United States of America.

A-2

A-3

A-4 Directors and Executive Officers of Knight Ridder Digital The following table sets forth the name and present principal occupation or employment, and material occupations, positions, offices or employment for the past five years of each director and executive officer of Knight Ridder Digital, a creator and manager of online services and a wholly owned subsidiary of Knight-Ridder, Inc. The business address of each such person is c/o Knight-Ridder, Inc., 50 West San Fernando Street, Suite 1500, San Jose, California 95113, and each such person is a citizen of the United States of America.

A-5

A-6 EXHIBIT INDEX Exhibit No Description -------------------------------------------------------------------------------- 1 Agreement and Plan of Merger, dated August 24, 2001 by and among Career Holdings, Merger Sub and Headhunter (incorporated by reference to Exhibit (d)(1) of the Tender Offer Statement on Schedule TO filed by Career Holdings on August 31, 2001). 2 Investment Agreement dated August 24, 2001 among the stockholders of Career Holdings and Career Holdings (incorporated by reference to Exhibit (d)(3) of the Tender Offer Statement on Schedule TO filed by Career Holdings on August 31, 2001). 3 Stockholder Agreement, dated August 24, 2001, among Career Holdings, Merger Sub and William H. Scott, III (incorporated by reference to Exhibit (d)(4) of the Tender Offer Statement on Schedule TO filed by Career Holdings on August 31, 2001). 4 Stockholder Agreement, dated August 24, 2001, among Career Holdings, Merger Sub and Burton B. Goldstein, Jr. (incorporated by reference to Exhibit (d)(5) of the Tender Offer Statement on Schedule TO filed by Career Holdings on August 31, 2001). 5 Stockholder Agreement, dated August 24, 2001, among Career Holdings, Merger Sub and Robert M. Montgomery (incorporated by reference to Exhibit (d)(6) of the Tender Offer Statement on Schedule TO filed by Career Holdings on August 31, 2001). 6 Stockholder Agreement, dated August 24, 2001, among Career Holdings, Merger Sub and Michael G. Misikoff (incorporated by reference to Exhibit (d)(7) of the Tender Offer Statement on Schedule TO filed by Career Holdings on August 31, 2001). 7 Stockholder Agreement, dated August 24, 2001, among Career Holdings, Merger Sub and J. Douglas Cox (incorporated by reference to Exhibit (d)(8) of the Tender Offer Statement on Schedule TO filed by Career Holdings on August 31, 2001). 8 Stockholder Agreement, dated August 24, 2001, among Career Holdings, Merger Sub and Kimberley E. Thompson (incorporated by reference to Exhibit (d)(9) of the Tender Offer Statement on Schedule TO filed by Career Holdings on August 31, 2001). 9 Stockholder Agreement, dated August 24, 2001, among Career Holdings, Merger Sub and ITC Holding Company, Inc. (incorporated by reference to Exhibit (d)(10) of the Tender Offer Statement on Schedule TO filed by Career Holdings on August 31, 2001).

CAREER HOLDINGS INC SC 13D