SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
Schedule TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
Of the Securities Exchange Act of 1934
(Amendment No. 2)
____________________________
Rare Medium Group, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
____________________________
Common Stock, par value $0.01 per share
(Titles of Class of Securities)
____________________________
75382N208
(CUSIP Number of Class of Securities)
____________________________
Robert C. Lewis, Esq.
Senior Vice President, General Counsel and Secretary
Rare Medium Group, Inc.
19 West 44th Street, Suite 507
New York, New York 10036
(212) 730-7540
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Persons)
____________________________
Copy To:
Gregory A. Fernicola, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
CALCULATION OF FILING FEE
====================================== =========================================
Transaction Valuation* Amount of Filing Fee**+
-------------------------------------- -----------------------------------------
$2,500,000 $203.00
====================================== =========================================
* Estimated for purposes of calculating the filing fee only. This
calculation assumes the purchase of 2,500,000 shares of common stock of
Rare Medium Group, Inc. at the tender offer price of $1.00 per share of
common stock.
** The amount of the filing fee, calculated in accordance with the
Securities Exchange Act of 1934, equals 0.0000809 of the transaction
valuation.
+ This amount has previously been paid.
|_| 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
|_| 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:
|_| third-party tender offer subject to Rule 14d-1.
|x| 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: |_|
================================================================================
Rare Medium Group, Inc., a Delaware corporation ("Rare Medium" or the
"Company"), hereby amends the Tender Offer Statement on Schedule TO,
originally filed with the Securities and Exchange Commission (the "SEC") on
March 13, 2003, as amended by Amendment No. 1 thereto filed with the SEC on
April 1, 2003 (the "Schedule TO") with respect to Rare Medium's offer to
purchase shares of its voting common stock, $0.01 par value per share (the
"Common Stock"). Rare Medium is offering to purchase up to 2,500,000 shares at
a price of $1.00 per share, net to the seller in cash, without interest. Rare
Medium's offer is being made upon the terms and subject to the conditions set
forth in the Offer to Purchase dated March 13, 2003 ("Offer to Purchase") and
in the related Letter of Transmittal ("Letter of Transmittal") which, as
amended or supplemented from time to time, together constitute the offer. The
Schedule TO, as amended hereby, is intended to satisfy the reporting
requirements of Section 13(e) of the Securities Exchange Act of 1934.
Capitalized terms used and not defined herein have the meaning given
to them in the Schedule TO, the Offer to Purchase and the Letter of
Transmittal.
ITEMS 1, 4 AND 11
Items 1, 4 and 11 are hereby amended and supplemented as follows:
Pursuant to the terms of the Offer to Purchase and related Letter of
Transmittal, the Company is extending the expiration of the offer until 5:00
p.m., New York City time, on Wednesday, April 23, 2003, unless the offer is
further extended. The offer was previously scheduled to expire at 5:00 p.m.,
New York City time, on Wednesday, April 16, 2003. All references to "5:00
p.m., New York City time, on Wednesday, April 16, 2003" and "Wednesday, April
16, 2003, at 5:00 p.m., New York City time" as the "Expiration Date," or time
of expiration of the offer, are hereby amended to refer to "5:00 p.m., New
York City time, on Wednesday, April 23, 2003."
As of 3:00 p.m., New York City time, on Wednesday, April 16, 2003,
approximately 837,575 shares of Common Stock had been tendered and not
withdrawn pursuant to the offer.
On April 16, 2003, the Company issued a press release announcing the
extension of the expiration of the offer until 5:00 p.m., New York City time,
on Wednesday, April 23, 2003. The press release is contained in Exhibit
(a)(5)(B) hereto, and the information set forth in the press release is hereby
incorporated by reference.
ITEM 12 Exhibits.
(a)(1)(A) Offer to Purchase dated March 13, 2003.+
(a)(1)(B) Form of Letter of Transmittal.+
(a)(1)(C) Form Notice of Guaranteed Delivery.+
(a)(1)(D) Form of Letter to Brokers, Dealers, Banks, Trust Companies
and Other Nominees.+
(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers,
Banks, Trust
Companies and Other Nominees.+
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on
Substitute Form W-9.+
(a)(5)(A) Press Release issued by the Company on March 13, 2003.+
(a)(5)(B) Press Release issued by the Company on April 16, 2003.*
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(b) Not applicable.
(d)(1) The Company's Definitive Proxy Statement for the Annual
Meeting of Stockholders held on August 19, 1999, filed
with the SEC on July 12, 1999, is hereby incorporated
herein by reference (SEC File No. 0-13865).
(d)(2) Amended and Restated Securities Purchase Agreement, dated
as of June 4, 1999, among Rare Medium Group, Inc., Apollo
Investment Fund IV, L.P., Apollo Overseas Partners IV,
L.P. and AIF/RRRR LLC, which was filed as Exhibit 10.1 to
the Company's Current Report on Form 8-K filed with the
SEC on June 21, 1999, is hereby incorporated herein by
reference.
(d)(3) Restated Certificate of Incorporation of Rare Medium
Group, Inc., which was filed as Exhibit 3.1.1 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2002, is hereby incorporated herein by
reference.
(d)(4) Certificate of Amendment to the Restated Certificate of
Incorporation of Rare Medium Group, Inc., which was filed
as Exhibit 3.1.2 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2002, is
hereby incorporated herein by reference.
(d)(5) Form of Series 1-A Warrant which was filed as Appendix C
to the Company's Definitive Proxy Statement for the Annual
Meeting of Stockholders held on August 19, 1999, filed
with the SEC on July 12, 1999, is hereby incorporated
herein by reference.
(d)(6) Form of Series 2-A Warrant which was filed as Appendix D
to the Company's Definitive Proxy Statement for the Annual
Meeting of Stockholders held on August 19, 1999, filed
with the SEC on July 12, 1999, is hereby incorporated
herein by reference.
(d)(7) The Company's Solicitation/Recommendation Statement on
Schedule 14D-9 which was filed with the SEC on April 9,
2002, is hereby incorporated herein by reference (SEC File
No. 0-13865).
(d)(8) Investment Agreement among Rare Medium and the signatories
thereto, dated as of April 2, 2002 which was filed as
Exhibit 99.2 to the Company's Current Report on Form 8-K,
filed with the SEC on April 4, 2002, is hereby
incorporated herein by reference.
(d)(9) Stipulation of Settlement in the matter of In Re Rare
Medium Group, Inc. Shareholders Litigation, Consolidated
C.A. No. 18879 NC which was filed as Exhibit 99.3 to the
Company's Current Report on Form 8-K, filed with the SEC
on April 4, 2002, is hereby incorporated herein by
reference.
(g) Not applicable.
(h) Not applicable.
_________________
* Filed herewith.
+ Previously filed.
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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.
RARE MEDIUM GROUP, INC.
By: /s/ Robert C. Lewis
-----------------------------------
Name: Robert C. Lewis
Title: Senior Vice President,
General Counsel and Secretary
Date: April 16, 2003
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INDEX TO EXHIBITS
Exhibit
Number Document
------- --------
(a)(1)(A) Offer to Purchase dated March 13, 2003.+
(a)(1)(B) Form of Letter of Transmittal.+
(a)(1)(C) Form of Notice of Guaranteed Delivery.+
(a)(1)(D) Form of Letter to Brokers, Dealers, Banks, Trust
Companies and Other Nominees.+
(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers,
Banks, Trust Companies and Other Nominees.+
(a)(1)(F) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.+
(a)(5)(A) Press Release issued by the Company on March 13, 2003.+
(a)(5)(B) Press Release issued by the Company on April 16, 2003.*
(b) Not applicable.
(d)(1) The Company's Definitive Proxy Statement for the
Annual Meeting of Stockholders held on August 19,
1999, filed with the SEC on July 12, 1999, is hereby
incorporated herein by reference (SEC File No.
0-13865).
(d)(2) Amended and Restated Securities Purchase Agreement,
dated as of June 4, 1999, among Rare Medium Group,
Inc., Apollo Investment Fund IV, L.P., Apollo Overseas
Partners IV, L.P. and AIF/RRRR LLC, which was filed as
Exhibit 10.1 to the Company's Current Report on Form
8-K filed with the SEC on June 21, 1999, is hereby
incorporated herein by reference.
(d)(3) Restated Certificate of Incorporation of Rare Medium
Group, Inc., which was filed as Exhibit 3.1.1 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2002, is hereby incorporated
herein by reference.
(d)(4) Certificate of Amendment to the Restated Certificate
of Incorporation of Rare Medium Group, Inc., which was
filed as Exhibit 3.1.2 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31,
2002, is hereby incorporated herein by reference.
(d)(5) Form of Series 1-A Warrant which was filed as Appendix
C to the Company's Definitive Proxy Statement for the
Annual Meeting of Stockholders held on August 19,
1999, filed with the SEC on July 12, 1999, is hereby
incorporated herein by reference.
(d)(6) Form of Series 2-A Warrant which was filed as Appendix
D to the Company's Definitive Proxy Statement for the
Annual Meeting of Stockholders held on August 19,
1999, filed with the SEC on July 12, 1999, is hereby
incorporated herein by reference.
(d)(7) The Company's Solicitation/Recommendation Statement on
Schedule 14D-9 which was filed with the SEC on April
9, 2002, is hereby incorporated herein by reference
(SEC File No. 0-13865).
(d)(8) Investment Agreement among Rare Medium and the
signatories thereto, dated as of April 2, 2002 which
was filed as Exhibit 99.2 to the Company's Current
Report on Form 8-K, filed with the SEC on April 4,
2002, is hereby incorporated herein by reference.
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(d)(9) Stipulation of Settlement in the matter of In Re Rare
Medium Group, Inc. Shareholders Litigation,
Consolidated C.A. No. 18879 NC which was filed as
Exhibit 99.3 to the Company's Current Report on Form
8-K, filed with the SEC on April 4, 2002, is hereby
incorporated herein by reference.
(g) Not applicable.
(h) Not applicable.
_________________
* Filed herewith.
+ Previously filed.
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