SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
Rare Medium Group, Inc.
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(Name of Subject Company (Issuer))
AP/RM Acquisition, LLC
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(Name of Filing Person (Offeror))
Apollo Investment Fund IV, L.P.
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(Name of Filing Person (Affiliate of Offeror))
Common Stock, Par Value $0.01 Per Share
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(Title of Class Securities)
75382N109
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(CUSIP Number of Class of Securities)
Michael D. Weiner
AP/RM Acquisition, LLC
Two Manhattanville Road
Purchase, New York 10577
(914) 694-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Paul A. Belvin, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1333 New Hampshire Avenue, N.W.
Washington, D.C. 20036
(202) 887-4000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$4,200,814.50 $386.47
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* For purposes of calculating the filing fee only, this amount is based on the
purchase of 15,002,909 outstanding shares of Common Stock at the tender offer
price of $0.28 per share.
|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: $386.47 Filing Party: : AP/RM Acquisition, LLC
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Form or Registration No.: Schedule TO Date Filed:: April 9, 2002
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| | 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|
|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: |_|
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission on April 9,
2002 (the "Schedule TO") by AP/RM Acquisition, LLC, a Delaware limited liability
company (the "Purchaser"), in connection with the offer by the Purchaser to
purchase up to 15,002,909 shares of common stock, par value $0.01 per share (the
"Common Stock"), of Rare Medium Group, Inc., a Delaware corporation (the
"Company"), at a price of $0.28 per share of Common Stock, net to the seller in
cash, without interest and subject to the terms and conditions set forth in the
Offer to Purchase, dated April 9, 2002 (the "Offer to Purchase"), and the
related Letter of Transmittal (the "Letter of Transmittal"), which together, as
each may be amended or supplemented from time to time, constitute the "Offer"
and which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(i)
and (a)(1)(ii), respectively. Capitalized terms used herein but not otherwise
defined have the meaning ascribed to such terms in the Offer to Purchase.
Item 1. Summary Term Sheet.
Item 1 is hereby amended as follows:
The section of the Offer to Purchase captioned "Summary Term Sheet" is
hereby amended by adding to the response to the question "If I decide not to
tender, how will the offer affect my shares?" before the cross-reference to
Section 11 the following:
If all 15,002,909 shares of common stock are tendered and accepted for
purchase, we and the Apollo Stockholders would own approximately 49.9% of the
voting power of Rare Medium. Because of this large ownership percentage, we and
the Apollo Stockholders could have significant influence over Rare Medium's
affairs and policies, such as the election of directors, the appointment of new
management and the approval of any other action requiring stockholder approval,
including amendments to Rare Medium's certificate of incorporation, mergers and
sales of all or substantially all of Rare Medium's assets. In addition, if all
currently outstanding shares of series A convertible preferred stock were
converted and all series 1-A and 2-A warrants were exercised, we and the Apollo
Stockholders would own approximately 60.3% of the outstanding voting common
stock of Rare Medium. If we and the Apollo Stockholders owned more than 50% of
Rare Medium's voting power, we and the Apollo Stockholders could effectively
control the corporate affairs and policies of Rare Medium.
Item 11. Additional Information.
(b) The section of the Offer to Purchase captioned "Section 11 -
Effects of the Offer on the Market for the Shares of Common Stock" is hereby
amended by adding the following paragraph as the last paragraph of the section:
If all 15,002,909 shares of Common Stock are tendered and accepted for
purchase, the Purchaser and the Apollo Stockholders would own approximately
49.9% of the voting power of the Company. Because of this large ownership
percentage, the Purchaser and the Apollo Stockholders could have significant
influence over the Company's affairs and policies, such as the election of
directors, the appointment of new management and the approval of any other
action requiring stockholder approval, including amendments to the Company's
certificate of incorporation, mergers and sales of all or substantially all of
the Company's assets. In addition, if all currently outstanding shares of
Preferred Stock were converted and all Warrants were exercised, the Purchaser
and the Apollo Stockholders would own approximately 60.3% of the outstanding
voting common stock of the Company. If the Purchaser and the Apollo Stockholders
owned more than 50% of the Company's voting power, the Purchaser and the Apollo
Stockholders could effectively control the corporate affairs and policies of the
Company.
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.
AP/RM ACQUISITION, LLC
Dated: April 23, 2002 By: Apollo Management IV, L.P.
its general partner
By: AIF IV Management, L.P.
its general partner
By:
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Name: Andrew D. Africk
Title: Vice President
APOLLO INVESTMENT FUND IV, L.P.
Dated: April 23, 2002 By: Apollo Advisors IV, L.P.
its general partner
By: Apollo Capital Management IV, Inc.
its general partner
By:
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Name: Andrew D. Africk
Title: Vice President