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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
(RULE 14d-101)
Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 1)
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Rare Medium Group, Inc.
(Name of Subject Company)
Rare Medium Group, Inc.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
75382N109
(CUSIP Number of Class of Securities)
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Robert C. Lewis, Esq.
Senior Vice President,
General Counsel and Secretary
Rare Medium Group, Inc.
44 West 18th Street, 6th Floor
New York, New York 10011
(646) 638-9700
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement)
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With copies to:
Gregory A. Fernicola, Esq.
David J. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
[_] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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This Amendment No. 1 to Schedule 14D-9 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by Rare
Medium Group, Inc. on April 9, 2002. Except as otherwise indicated, the
information set forth in the original Schedule 14D-9 remains unchanged.
Capitalized terms used but not defined herein have the meanings ascribed to
them in the Schedule 14D-9.
Item 4 is hereby amended by deleting it in its entirety and substituting
the following in lieu thereof:
Item 4. The Solicitation or Recommendation.
The Company's Board of Directors is not making a
recommendation, is not expressing an opinion and is remaining neutral
toward the Offer. The Company's Board of Directors has made no
determination whether the Offer is fair to, or in the best interests of,
the holders of shares of Common Stock, and for this reason is making no
recommendation regarding whether the holders of Common Stock should accept
the Offer and tender their shares of Common Stock.
The Board of Directors' decision to remain neutral toward
the Offer was based on the fact that the Offer was being made pursuant to
the terms set forth in the Stipulation of Settlement and is intended to
provide additional liquidity to the holders of Common Stock and, thereby,
provide near-term price support for the market price of the Common Stock in
light of the Company's recent announcement of a one for ten reverse stock
split. The Board of Directors' also believed, given that the Offer was only
for a portion of the outstanding shares, that each stockholder should make
his or her own decision whether or not to accept the Offer based on such
stockholder's particular investment considerations.
By accepting the Offer and tendering shares of Common
Stock in the Offer, stockholders will surrender their right, with respect
to the tendered shares, to participate in any future benefits from
ownership of shares of Common Stock, including participating in the
announced rights offering, in any future earnings growth of the Company and
in any subsequent increase in the value of the Company. The Company will be
filing a registration statement relating to the rights offering with the
SEC shortly. Stockholders are urged to read that document for more details
on the terms of the rights offering.
In addition, stockholders who tender their shares of
Common Stock could recognize a taxable gain or loss upon sale of their
shares of Common Stock. Therefore, stockholders should consult with their
respective advisors about the financial, legal, tax and other consequences
of the Offer.
The Company's Board of Directors urges each stockholder
to make his, her or its own decision as to the acceptability of the Offer,
including the adequacy of the Offer Price, in light of their own investment
objectives, their views as to the Company's prospects and outlook, their
interest or ability in participating in the rights offering and any other
factors which such stockholder deems relevant to his, her or its investment
decision.
After reasonable inquiry, to the best of the Company's
knowledge, no officer, director or affiliate of the Company currently
intends to tender shares of Common Stock pursuant to the Offer.
SIGNATURE
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
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Robert C. Lewis
Senior Vice President,
General Counsel and Secretary
Dated: April 24, 2002