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. 3
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.
Apollo Advisors IV, L.P.
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(Names of Filing Persons (Affiliates 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] 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. 3 amends and supplements the Tender Offer
Statement on Schedule TO filed with the Securities and Exchange Commission (the
"Commission") on April 9, 2002, as amended by Amendment No. 1 thereto filed with
the Commission on April 23, 2002 and Amendment No. 2 thereto filed with the
Commission on May 1, 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.
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 Purchaser is extending the expiration of the Offer
until 5:00 p.m., New York City time, on Friday, May 10, 2002, unless the Offer
is further extended. The Offer was previously scheduled to expire at 5:00 p.m.,
New York City time, on Tuesday, May 7, 2002. All references to "5:00 p.m., New
York City time, on Tuesday, May 7, 2002" 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 Friday, May 10, 2002."
As of 5:00 p.m., New York City time, on Tuesday, May 7, 2002,
approximately 4,093,197 shares of Common Stock had been tendered and not
withdrawn pursuant to the Offer.
On May 7, 2002, the Purchaser issued a press release
announcing the extension of the expiration of the Offer until 5:00 p.m., New
York City time, on Friday, May 10, 2002. The press release is contained in
Exhibit (a)(5)(vi) hereto, and the information set forth in the press release is
hereby incorporated by reference.
Item 12. Exhibits
Item 12 is hereby amended and supplemented to add thereto the
following:
EXHIBIT NUMBER DESCRIPTION
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(a)(5)(vi) Press release dated May 7, 2002, issued after the
market closing.
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: May 7, 2002 By: Apollo Management IV, L.P.
its general partner
By: AIF IV Management, Inc.
its general partner
By: ____________________________
Name: Andrew D. Africk
Title: Vice President
APOLLO INVESTMENT FUND IV, L.P.
Dated: May 7, 2002 By: Apollo Advisors IV, L.P.
its general partner
By: Apollo Capital Management IV, Inc.
its general partner
By: ____________________________
Name: Andrew D. Africk
Title: Vice President
APOLLO ADVISORS IV, L.P.
Dated: May 7, 2002 By: Apollo Capital Management IV, Inc.
its general partner
By: ____________________________
Name: Andrew D. Africk
Title: Vice President
EXHIBIT INDEX
Exhibit Number Description
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(a)(5)(vi) Press release dated May 7, 2002, issued after the
market closing.