-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NHHiPQ64z0ksp9obAH9pHHH7n6m2ecCZlKCVhhaHmDFW97u0DkXE9uLapjOFwWet lNl/ETlDTvmnzB2Yf9JdjQ== 0001021408-01-501296.txt : 20010524 0001021408-01-501296.hdr.sgml : 20010524 ACCESSION NUMBER: 0001021408-01-501296 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010523 GROUP MEMBERS: AIF IV/RRRR LLC GROUP MEMBERS: APOLLO ADVISORS IV, L.P. GROUP MEMBERS: APOLLO INVESTMENT FUND IV LP GROUP MEMBERS: APOLLO MANAGEMENT IV, L.P. GROUP MEMBERS: APOLLO OVERSEAS PARTNERS IV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RARE MEDIUM GROUP INC CENTRAL INDEX KEY: 0000756502 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 232368845 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36742 FILM NUMBER: 1646686 BUSINESS ADDRESS: STREET 1: 565 FIFTH AVE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128836940 MAIL ADDRESS: STREET 1: 565 FIFTH AVE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: ICC TECHNOLOGIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL COGENERATION CORP DATE OF NAME CHANGE: 19891005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APOLLO INVESTMENT FUND IV LP CENTRAL INDEX KEY: 0001068331 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD CITY: PURCHOSE STATE: NY ZIP: 10577 MAIL ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 SC 13D/A 1 dsc13da.txt AMENDMENT NO. 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Amendment No. 3) RARE MEDIUM GROUP, INC. (NAME OF ISSUER) COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 449238 20 3 (CUSIP NUMBER) DOMINICK P. DECHIARA, ESQ. O'SULLIVAN GRAEV & KARABELL, LLP 30 ROCKEFELLER PLAZA NEW YORK, NY 10112 (212) 408-2400 Copy to: MICHAEL D. WEINER, ESQ. APOLLO MANAGEMENT, L.P. 1999 AVENUE OF THE STARS LOS ANGELES, CA 90067 (310) 201-4100 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) May 14, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [_] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of the 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). Page 1 of 15 SCHEDULE 13D CUSIP NO. 449238 20 3 - ------------------------------------------------------------------------------ Names of Reporting Persons 1 I.R.S. Identification Nos. of Above Persons (entities only) Apollo Investment Fund IV, L.P. - ------------------------------------------------------------------------------ Check the Appropriate Box if a Member of a Group (See Instructions) 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC Use Only 3 - ------------------------------------------------------------------------------ Source of Funds (See Instructions) 4 00 (SEE ITEM 3) - ------------------------------------------------------------------------------ Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ Citizenship or Place of Organization 6 Delaware - ------------------------------------------------------------------------------ Sole Voting Power 7 Number of 30,581,591 Shares ----------------------------------------------------------- Shared Voting Power Beneficially 8 Owned by 39,932,001 ----------------------------------------------------------- Each Sole Dispositive Power 9 Reporting 30,581,591 Person ----------------------------------------------------------- Shared Dispositive Power With 10 39,932,001 - ------------------------------------------------------------------------------ Aggregate Amount Beneficially Owned by Each Reporting Person 11 39,932,001 - ------------------------------------------------------------------------------ Check if the Aggregate Amount in Row (11) Excludes Certain Shares 12 (See Instructions) [_] - ------------------------------------------------------------------------------ Percent of Class Represented by Amount in Row (11) 13 43.9% - ------------------------------------------------------------------------------ Type of Reporting Person (See Instructions) 14 PN - ------------------------------------------------------------------------------ Page 2 of 15 CUSIP NO. 449238 20 3 SCHEDULE 13D ------------- - -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION Nos. OF ABOVE PERSONS (entities only) Apollo Overseas Partners IV, L.P. - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [X] (b) [_] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS (See Instructions) 4 OO (SEE ITEM 3) - -------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 5 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 NUMBER OF 1,640,075 SHARES ------------------------------------------------------------ SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 39,932,001 ------------------------------------------------------------ EACH SOLE DISPOSITIVE POWER 9 REPORTING 1,640,075 PERSON ------------------------------------------------------------ SHARED DISPOSITIVE POWER WITH 10 39,932,001 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 39,932,001 - -------------------------------------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (See Instructions) [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 43.9% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (See Instructions) 14 PN - -------------------------------------------------------------------------------- Page 3 of 15 SCHEDULE 13D CUSIP NO. 449238 20 3 - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION Nos. OF ABOVE PERSONS (entities only) AIF IV/RRRR LLC - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 OO (SEE ITEM 3) - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 7,710,335 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 39,932,001 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 7,710,335 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 39,932,001 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 39,932,001 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 12 (See Instructions) - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 43.9% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 OO - ------------------------------------------------------------------------------ Page 4 of 15 SCHEDULE 13D CUSIP NO. 449238 20 3 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (1) (entities only) Apollo Advisors IV, L.P. - ------------------------------------------------------------------------------ Check the Appropriate Box if a Member of a Group (See Instructions) (2) (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC Use Only (3) - ------------------------------------------------------------------------------ Source of Funds (See Instructions) (4) - ------------------------------------------------------------------------------ Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] (5) - ------------------------------------------------------------------------------ Citizenship or Place of Organization (6) Delaware - ------------------------------------------------------------------------------ Sole Voting Power 7 Number of 0 Shares ----------------------------------------------------------- Shared Voting Power Beneficially 8 Owned by 39,932,001 ----------------------------------------------------------- Each Sole Dispositive Power 9 Reporting 0 Person ----------------------------------------------------------- Shared Dispositive Power With 10 39,932,001 - ------------------------------------------------------------------------------ Aggregate Amount Beneficially Owned by Each Reporting Person (11) 39,932,001 - ------------------------------------------------------------------------------ Check if the Aggregate Amount in Row (11) Excludes Certain Shares (12) (See Instructions) [_] - ------------------------------------------------------------------------------ Percent of Class Represented by Amount in Row (11) (13) 43.9% - ------------------------------------------------------------------------------ Type of Reporting Person (See Instructions) (14) PN - ------------------------------------------------------------------------------ Page 5 of 15 CUSIP NO. 449238 20 3 SCHEDULE 13D Names of Reporting Persons 1 I.R.S. Identification Nos. of Above Persons (entities only) Apollo Management IV, L.P. - ------------------------------------------------------------------------------ Check the Appropriate Box if a Member of a Group (See Instructions) 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC Use Only 3 - ------------------------------------------------------------------------------ Source of Funds (See Instructions) 4 - ------------------------------------------------------------------------------ Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ Citizenship or Place of Organization 6 Delaware - ------------------------------------------------------------------------------ Sole Voting Power 7 Number of 0 Shares ----------------------------------------------------------- Shared Voting Power Beneficially 8 Owned by 39,932,001 ----------------------------------------------------------- Each Sole Dispositive Power 9 Reporting 0 Person ----------------------------------------------------------- Shared Dispositive Power With 10 39,932,001 - ------------------------------------------------------------------------------ Aggregate Amount Beneficially Owned by Each Reporting Person 11 39,932,001 - ------------------------------------------------------------------------------ Check if the Aggregate Amount in Row (11) Excludes Certain Shares 12 (See Instructions) [_] - ------------------------------------------------------------------------------ Percent of Class Represented by Amount in Row (11) 13 43.9% - ------------------------------------------------------------------------------ Type of Reporting Person (See Instructions) 14 PN - ------------------------------------------------------------------------------ Page 6 of 15 AMENDMENT NO. 3 TO SCHEDULE 13D RELATING TO THE COMMON STOCK OF RARE MEDIUM GROUP, INC. This Amendment No. 3 amends and supplements the following Items of the Statement on Schedule 13D, as amended (the "Schedule 13D"), of Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P., AIF IV/RRRR LLC, Apollo Advisors IV, L.P. and Apollo Management IV, L.P. (collectively, the "Reporting Persons") originally filed on June 14, 1999, as amended on August 19, 1999 and September 6, 2000, with the Securities and Exchange Commission with respect to the shares of common stock of Rare Medium Group, Inc. (the "Issuer"), par value $0.01 per share (the "Issuer Common Stock"). Unless otherwise indicated, all capitalized terms used but not defined herein have the meanings set forth in the Schedule 13D. The purpose of this Amendment No. 3 is to report the entering into by each of Apollo Investment Fund IV, L.P. ("Apollo Fund"), Apollo Overseas Partners IV, L.P. ("Apollo Overseas") and AIF IV/RRRR LLC ("AIF IV") of a Voting Agreement (as defined herein) in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 14, 2001, by and among Motient Corporation ("Acquiror"), MR Acquisition Corp., a wholly owned subsidiary of Acquiror ("Acquisition Subsidiary") and the Issuer, which provides for the merger of Acquisition Subsidiary with and into the Issuer in accordance with the terms and conditions thereof (the "Merger"). Upon the consummation of the transactions contemplated by the Merger Agreement, the separate corporate existence of Acquisition Subsidiary shall cease and the Issuer shall be the surviving corporation and shall be wholly owned by Acquiror. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and supplemented as follows: As described more fully in Item 6 of this Amendment No. 3, on May 14, 2001, Apollo Fund, Apollo Overseas and AIF IV entered into a Voting Agreement (the "Voting Agreement") with Acquiror in connection with the Merger Agreement and the transactions contemplated thereby. The summary of the Voting Agreement contained in this Amendment No. 3 does not purport to be complete and is subject to, and qualified in its entirety by reference to, the text of the Voting Agreement, a form of which is filed as Exhibit 6 hereto and incorporated herein by reference. In a joint press release issued by the Issuer and Acquiror on May 14, 2001 (the "Press Release"), the parties announced that they had entered into the Merger Agreement. In the Press Release, the parties stated that, upon consummation of the transactions contemplated by the Merger Agreement, each share of outstanding Issuer Common Stock will be exchanged for one- Page 7 of 15 tenth of a share of a new class of convertible preferred stock of Acquiror (the "Acquiror Preferred Stock"). Each such whole share of Acquiror Preferred Stock will have a liquidation preference of $20.00 and will be convertible into 6.4 shares of common stock of Acquiror (the "Acquiror Common Stock"). The Acquiror Preferred Stock will have dividend and voting rights similar to the underlying Acquiror Common Stock and will automatically convert into Acquiror Common Stock if the Acquiror Common Stock trades at $3.125 or above on the Nasdaq National Market System for ten (10) consecutive trading days. Assuming that such automatic conversion occurs, (i) the existing shares of Issuer Common Stock and Issuer Common Stock Equivalents (as defined below in Item 5) beneficially owned by the Reporting Persons would ultimately convert into approximately 16.4 million new shares of Acquiror Common Stock or approximately 16.7% of Acquiror Common Stock on a post-conversion basis and (ii) all of the existing shares of Issuer Common Stock and Issuer Common Stock Equivalents would ultimately convert into approximately 49 million new shares of Acquiror Common Stock or approximately 49.7% of Acquiror Common Stock on a post-conversion basis; in each case assuming 49,663,602 shares of Acquiror Common Stock outstanding as of May 14, 2001, as disclosed in the Merger Agreement. The existing outstanding shares of Series A preferred stock, par value $0.01 per share, of the Issuer (the "Issuer Preferred Stock"), all of which are beneficially owned by the Reporting Persons, will be exchanged coincident with the consummation of the Merger for (a) 9 million shares of class A common stock, par value $0.01 per share (the "XM Class A Common Stock"), of XM Satellite Radio Holdings, Inc. ("XM") owned by Acquiror, (b) cash (the "Cash Consideration") in an amount equal to the outstanding Acquiror bank debt guaranteed by certain guarantors of Acquiror's bank facility, and (c) a note (the "Deficiency Note") from Acquiror with an aggregate principal amount equal to the difference, if any, between $115 million and the sum of (x) the market value of the XM Class A Common Stock at the effective time of the Merger and (y) the Cash Consideration. The 9 million shares of XM Class A Common Stock represents approximately 15.5% of all of the common stock of XM (assuming 44,339,664 shares of XM Class A Common Stock and 13,905,019 shares of class B common stock, par value $0.01 per share, of XM outstanding as of March 31, 2001, as disclosed in XM's annual proxy statement dated April 16, 2001). The principal amount of the Deficiency Note will be subject to a downward adjustment on September 30, 2001, based on the then-current market value of the XM Class A Common Stock. In connection with the Merger, Acquiror has agreed to (i) use its best efforts to cause the XM Shareholder's Agreement to be amended to facilitate additional transfers of such shares by the Reporting Persons and (ii) take steps to transfer certain of its registration rights with respect to the XM Class A Common Stock to the Reporting Persons. The closing of the Merger is subject to customary closing conditions, including receipt of all required regulatory approvals, including under the Hart-Scott-Rodino Antitrust Improvements Act, as well as receipt of Acquiror bank waivers, and approval by the common stockholders of both Issuer and Acquiror. The Issuer and Acquiror expect that the Merger will close in the third quarter of 2001. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Items 5(a) and (b) are hereby amended and supplemented as follows: As of the date hereof, the Reporting Persons beneficially own 12,709,499 shares of Issuer Common Stock, 996,171 shares of Issuer Preferred Stock, 53,997 shares of Series 1-A Warrants and 12,262,542 shares of Series 2-A Warrants. The shares of Issuer Common Stock Page 8 of 15 represent approximately 14.0% of the class. Each share of Issuer Preferred Stock is currently convertible into approximately 14.2857 shares of Issuer Common Stock, or an aggregate of 14,231,000 shares of Issuer Common Stock, which represents approximately 15.7% of the class. The Series 1-A Warrants are currently exercisable for 728,960 shares of Issuer Common Stock, representing approximately 0.8% of the class. The Series 2-A Warrants are currently exercisable for 12,262,542 shares of Issuer Common Stock, representing approximately 13.5% of the class. The Series 1-A Warrants and Series 2-A Warrants are collectively referred to herein as "Issuer Common Stock Equivalents". ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended and supplemented as follows: As discussed above in Item 4, on May 14, 2001, Apollo Fund, Apollo Overseas and AIF IV entered into the Voting Agreement. Pursuant to the Voting Agreement, each of Apollo Fund, Apollo Overseas and AIF IV has agreed during the Term (as defined in the Voting Agreement), upon the terms and subject to the conditions contained therein, among other things, (i) to vote any of the shares of the outstanding Issuer Common Stock and Issuer Preferred Stock it owns (the "Apollo Securities") to approve the Merger Agreement and the Merger, and (ii) not to, directly or indirectly, (A) take any action to initiate, solicit, or encourage any Competing Transaction (as defined in the Merger Agreement) for the Issuer, (B) engage in negotiations or discussions, or disclose any information regarding a Competing Transaction for the Issuer, or take any other action to facilitate or cooperate with the making of any inquiry or proposal regarding a Competing Transaction for the Issuer, or (C) agree to approve or endorse any Competing Transaction for the Issuer. During the Term, Apollo Fund, Apollo Overseas and AIF IV have each also agreed that (i) it will vote the Apollo Securities against any Competing Transaction for the Issuer, and (ii) it will not sell, transfer, assign, encumber or otherwise dispose of or grant a proxy with respect to any Apollo Securities other than as permitted pursuant to the terms of the Voting Agreement. The summary of the Voting Agreement contained in this Amendment No. 3 does not purport to be complete and is subject to, and qualified in its entirety by reference to, the text of the Voting Agreement, which is filed as Exhibit 7 hereto and incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is hereby amended and supplemented by adding thereto the following: Exhibit 6 - Form of Voting Agreement, dated as of May 14, 2001. Exhibit 7 - Press Release issued by the Issuer and Acquiror on May 14, 2001. Page 9 of 15 SIGNATURE After reasonable 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. Date: May 23, 2001 APOLLO INVESTMENT FUND IV, L.P. By: Apollo Advisors IV, L.P., its General Partner By: Apollo Capital Management By: /s/ Michael D. Weiner ------------------------ Name: Michael D. Weiner Title: Vice President Page 10 of 15 SIGNATURE After reasonable 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. Date: May 23, 2001 APOLLO OVERSEAS PARTNERS IV, L.P. By: Apollo Advisors IV, L.P., its General Partner By: Apollo Capital Management IV, Inc., its General Partner By: /s/ Michael D. Weiner ------------------------ Name: Michael D. Weiner Title: Vice President Page 11 of 15 SIGNATURE After reasonable 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. Date: May 23, 2001 AIF IV/RRRR LLC IV, L.P. By: Apollo Management IV, L.P., its Manager By: AIF IV Management, Inc., its General Partner By: /s/ Micheal D. Weiner -------------------------- Name: Michael D. Weiner Title: Vice President Page 12 of 15 SIGNATURE After reasonable 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. Date: May 23, 2001 APOLLO ADVISORS IV, L.P. By: Apollo Capital Management IV, Inc., its General Partner By: /s/ Michael D. Weiner -------------------------- Name: Michael D. Weiner Title: Vice President Page 13 of 15 SIGNATURE After reasonable 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. Date: May 23, 2001 APOLLO MANAGEMENT IV, L.P. By: AIF IV Management, Inc. its General Partner By: /s/ Michael D. Weiner ----------------------------- Name: Michael D. Weiner Title: Vice President Page 14 of 15 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------ ----------- Exhibit 6 Form of Voting Agreement, dated as of May 14, 2001. Exhibit 7 Press Release issued by the Issuer and Acquiror on May 14, 2001. Page 15 of 15 EX-6 2 dex6.txt FORM OF VOTING AGREEMENT, DATED AS OF MAY 14, 2001 Exhibit 6 FORM OF VOTING AGREEMENT THIS VOTING AGREEMENT (this "Voting Agreement") is entered into as of ---------------- May 14, 2001 by and between Motient Corporation, a Delaware corporation ("Acquiror"), and the undersigned stockholder (the "Stockholder") of Rare Medium -------- ----------- Group, Inc., a Delaware corporation (the "Company"). ------- WHEREAS, pursuant to, and upon the terms and subject to the conditions set forth in, that certain Agreement and Plan of Merger, dated as of May 14, 2001 (the "Merger Agreement"), by and between Acquiror, the Company and MR ---------------- Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Acquiror ("Merger Sub"), among other things, Merger Sub will be merged with and ---------- into the Company (the "Merger") and, as a result of the Merger, the separate ------ corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger; and WHEREAS, in order to induce Acquiror to enter into the Merger Agreement, the Stockholder has agreed to execute and deliver to Acquiror this Voting Agreement; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. Capitalized terms used and not defined herein shall ----------- have the meanings specified in the Merger Agreement. 2. Voting; Grant of Proxy and Further Assurances. The Stockholder --------------------------------------------- hereby irrevocably agrees, during the Term (as defined below), to cast all votes attributable to that number of shares of Company Common Stock and Company Preferred Stock as set forth on Annex A hereto and any other such shares which ------- are beneficially owned or hereafter acquired by the Stockholder and over which the Stockholder has direct or indirect voting power (the "Shares") at any annual ------ or special meeting of stockholders of the Company, including any adjournments or postponements thereof, or written consent of stockholders in lieu thereof (a "Meeting"), in favor of the approval and adoption of the Merger and the Merger ------- Agreement and against any Competing Transaction for the Company. Contemporaneously with the execution of this Voting Agreement, (a) the Stockholder has delivered to Acquiror a proxy in the form attached to this Voting Agreement as Exhibit A (a "Proxy"), which shall be irrevocable to the --------- ----- fullest extent permitted by law and to the extent provided therein (but shall be subject to termination as set forth herein), with respect to the Shares referred to therein, and (b) the Stockholder has caused to be delivered to Acquiror an additional Proxy executed on behalf of the record owner of any outstanding shares of Company Common Stock and Company Preferred Stock that are owned beneficially, but not of record, by such Stockholder, which Proxy shall be irrevocable to the fullest extent permitted by law and to the extent provided therein (but shall be subject to termination as set forth herein), with respect to the Shares referred to therein. The Stockholder agrees not to enter into any agreement or understanding the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Voting Agreement, including in this Section 2. 3. Restrictions on Transfer; Non-Interference. The Stockholder ------------------------------------------ hereby agrees during the Term not to (a) directly or indirectly sell, transfer, pledge, encumber (other than by operation of law), assign or otherwise dispose of (collectively, "Transfer"), or enter into any contract, option or other arrangement or understanding with respect to the Transfer of any of the Shares, except to the extent (i) such Transfer is approved in advance in writing by Acquiror or (ii) the transferee of the Shares, prior to and as a condition to such Transfer, executes and delivers to Acquiror an agreement in substantially the form of this Voting Agreement; (b) grant any proxies, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (c) take any action which would have the effect of preventing or inhibiting the Stockholder from performing the Stockholder's obligations under this Voting Agreement. 4. Covenants with Respect to the Company. The Stockholder hereby -------------------------------------- agrees that during the Term, the Stockholder shall not, and shall direct and use its best efforts to cause the Company, the Company Subsidiaries and the Representatives of the Company and the Company Subsidiaries not to, directly or indirectly: (a) initiate, solicit or encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Transaction for the Company; or (b) enter into or participate in any discussions or negotiations with any Person regarding a Competing Transaction for the Company, or furnish to any Person any information regarding a Competing Transaction for the Company, or take any other action to facilitate or cooperate with the making of any inquiry or proposal regarding a Competing Transaction for the Company; or (c) agree to approve or endorse any Competing Transaction for the Company. 5. Covenants with Respect to XMSR Common Stock. During any Short ------------------------------------------- Sale Prohibition Period, the Stockholder shall, and shall cause each of its affiliates (as such term is defined in the Merger Agreement) to, comply with Section 16(c) of the Exchange Act with respect to transactions in XM Class A Stock to the same extent as if Section 16(c) of the Exchange Act, applied by its terms to the Stockholder. For purposes of this Section 5, a "Short Sale ---------- Prohibition Period" means the period of time commencing on the date of this - ------------------ Voting Agreement and ending at the Termination Time (as defined below). -2- 6. Additional Covenants. The Stockholder hereby agrees that during -------------------- the Term, the Stockholder shall not (i) convert or otherwise exchange any shares of Preferred Stock of the Company held by the Stockholder (and any such shares which are hereafter acquired by the Stockholder) into shares of Company Common Stock, (ii) exercise its rights to purchase shares of Company Common Stock pursuant to any warrants to purchase Company Common Stock held by the Stockholder (and any such warrants which are hereafter acquired by the Stockholder), or (iii) purchase or otherwise acquire any shares of Company Common Stock. 7. Waiver of Optional Redemption Rights. The Stockholder hereby ------------------------------------ agrees during the Term not to exercise any and all of its rights under Section 5 (Optional Redemption) of Article Fourth of the Restated Certificate of Incorporation of Company, including without limitation, its right to elect that the Company redeem shares of Preferred Stock of the Company for cash. 8. Warrants; Obligations of New Lenders. The Stockholder ------------------------------------ acknowledges and agrees that the Company Warrants (as defined in the Merger Agreement) held by it shall be assumed by Acquiror and become warrants to purchase Acquiror Series A Non-Voting Preferred Stock in accordance with the terms of Section 2.05 of the Merger Agreement. The Stockholder acknowledges the obligations of the New Lenders (as defined in the Merger Agreement) under Section 2.06 of the Merger Agreement, and subject to the terms and conditions set forth in the Merger Agreement, the Stockholder agrees to perform, or cause it affiliates or designees to perform, as the case may be, the obligations of the New Lenders under Section 2.06 of the Merger Agreement. 9. Representations and Warranties of Stockholder. The Stockholder --------------------------------------------- hereby represents and warrants to Acquiror as follows: (a) the Stockholder understands that the Discrepancy Notes and the XM Class A Stock (the "Merger ------ Securities") paid to the Stockholder as Preferred Stock Merger Consideration in - ---------- the Merger (i) have not been, and will not be prior to the Effective Time, registered under the Securities Act of 1933, as amended (the "Securities Act"), --------------- or any state securities laws, (ii) are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part on the representations of the Stockholder contained in this Agreement, and (iii) the Merger Securities may not be sold unless such disposition is registered under the Securities Act and applicable state securities laws or is exempt from registration thereunder; (b) the Stockholder is acquiring the Merger Securities for its own account, for investment only and not with a view to the distribution thereof within the meaning of the Securities Act, (c) the Stockholder is an "Accredited Investor" (as defined in Rule 501(a) under the Securities Act), and (d) the Stockholder is domiciled in the State of New York and the Merger Securities were offered and sold to the Stockholder solely in the State of New York. -3- 10. Termination of Existing Agreements. Subject to and effective ---------------------------------- upon the consummation of the Merger, the Stockholders hereby agree to terminate those agreements with the Company specified on Exhibit B. --------- 11. Authorization; Binding Obligation. The Stockholder hereby --------------------------------- represents and warrants to Acquiror that (a) the Stockholder has taken all corporate action necessary to enter into this Voting Agreement and to consummate the transactions contemplated hereby, (b) the Stockholder owns of record and beneficially good and valid title to all of the Shares, free and clear of any and all Encumbrances, and (c) this Voting Agreement has been duly executed and delivered by the Stockholder and constitutes a legal, valid and binding obligation of the Stockholder, enforceable in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally and subject to the effects of general equitable principles (whether considered in a proceeding in equity or at law). 12. No Conflict. The Stockholder hereby represents and warrants to ----------- Acquiror that the execution and delivery of this Voting Agreement by the Stockholder does not, and the performance of the Stockholder's obligations under this Voting Agreement will not, (a) conflict with or violate the articles of incorporation or other similar organizational documents of the Stockholder, (b) conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Stockholder or by which the Stockholder or any of the Stockholder's properties is bound or affected, which conflict or violation would adversely affect Stockholder's ability to perform its obligations under this Voting Agreement; or (c) result in any Encumbrance on the Shares, other than the requirements of this Voting Agreement. 13. Understanding of this Voting Agreement. The Stockholder has -------------------------------------- carefully read this Voting Agreement and has discussed its requirements, to the extent the Stockholder believes necessary, with counsel to the Stockholder. The Stockholder further understands that the parties to the Merger Agreement will be proceeding in reliance upon this Voting Agreement. 14. Headings. The headings of the Sections of this Voting Agreement -------- are inserted for convenience of reference only and do not form a part or affect the meaning hereof. 15. Counterparts. This Voting Agreement may be executed in ------------ counterparts, each of which when so executed and delivered shall be an original, but all of such counterparts shall together constitute one and the same instrument. -4- 16. Entire Agreement; Assignment. This Voting Agreement (a) ---------------------------- constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise. 17. Governing Law. This Voting Agreement shall be governed by and ------------- construed in accordance with the laws of the State of Delaware without regard to any principles of Delaware conflicts of law. 18. Specific Performance. The parties hereto agree that if any of -------------------- the provisions of this Voting Agreement are not performed in accordance with their specific terms or are otherwise breached, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity. 19. Jurisdiction. The parties hereto agree that any suit, action or ------------ proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Voting Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the District of Delaware or any Delaware State court sitting in Wilmington, Delaware having subject matter jurisdiction, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. 20. Parties in Interest. This Voting Agreement shall be binding upon ------------------- and inure solely to the benefit of each party hereto, and nothing in this Voting Agreement, express or implied, is intended to or shall confer upon any other person or persons any rights, benefits or remedies of any nature whatsoever under or by reason of this Voting Agreement. 21. Amendment; Waivers. This Voting Agreement shall not be amended, ------------------ altered or modified except by an instrument in writing duly executed by each of the parties hereto. No delay or failure on the part of either party hereto in exercising any right, power or privilege under this Voting Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence thereto. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege. No waiver shall be valid against any -5- party hereto, unless made in writing and signed by the party against whom enforcement of such waiver is sought, and then only to the extent expressly specified therein. 22. Additional Actions and Documents. Each of the parties hereto -------------------------------- hereby agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and to obtain such consents as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Voting Agreement. 23. Stockholder Capacity. The Stockholder signs solely in its -------------------- capacity as the beneficial owner of the Shares, and nothing herein shall limit or affect any actions taken or omitted to be taken by any representative, designee or affiliate of the Stockholder in his or her capacity as a director of the Company including, without limitation, those actions permitted by Section 5.05(e) of the Merger Agreement. 24. Termination. This Voting Agreement and any Proxy delivered ----------- hereunder shall terminate and shall have no further force or effect as of the earlier to occur of such time as the (a) Merger shall become effective in accordance with the terms set forth in the Merger Agreement, (b) the Merger Agreement shall have been modified or amended in violation of Section 8.04 thereof or any extension or waiver shall have been granted in violation of Section 8.05 thereof, or (c) Merger Agreement shall have been terminated in accordance with the terms thereof (such time being the "Termination Time"). For ---------------- purposes of this Voting Agreement, "Term" shall mean the period from the date ---- hereof until the Termination Time. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -6- IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Voting Agreement, or have caused this Voting Agreement to be duly executed and delivered in their names and on their behalf, as of the date first written above. MOTIENT CORPORATION By: ___________________________ Name: _________________________ Title: ________________________ [______________________] By: ___________________________ Name: _________________________ Title: ________________________ -7- ANNEX A ------- -8- EXHIBIT A --------- Form of Irrevocable Proxy The undersigned Stockholder of Rare Medium Group, Inc., a Delaware corporation (the "Company"), hereby irrevocably (to the fullest extent permitted ------- by law) appoints and constitutes Motient Corporation, a Delaware corporation ("Acquiror"), and Walter V. Purnell, Jr. and David Engvall of Acquiror in their -------- respective capacities as officers of Acquiror, and any individual who shall hereafter succeed to any such office of Acquiror and each of them individually, and any individual designated in writing by any of them, the attorney and proxy of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's voting rights with respect to the Shares (as such term is defined in the Company Voting Agreement dated as of the date hereof, between Acquiror and the undersigned (the "Company Voting Agreement")) ------------------------ on the matters described below (and on no other matter), until the earlier to occur of such time as the (a) Merger (as defined below) shall become effective in accordance with the terms and subject to the conditions set forth in the Merger Agreement (as defined below), (b) the Merger Agreement shall have been modified or amended in violation of Section 8.04 thereof or any extension or waiver shall have been granted in violation of Section 8.05 thereof, or (c) the Merger Agreement shall have been terminated in accordance with the terms thereof (such time being the "Termination Time"). Upon the execution hereof, all prior ---------------- proxies given by the undersigned with respect to the Shares are hereby revoked, and the undersigned agrees that no subsequent proxy will be given with respect to the voting of any of the Shares except to the extent that such proxies do not prevent the voting of this proxy in favor of the matters described below. This proxy is irrevocable (subject to the termination of the proxy as set forth in the Company Voting Agreement), is coupled with an interest, is granted in connection with the execution and delivery of the Company Voting Agreement, and is granted in consideration of Acquiror entering into the Agreement and Plan of Merger, dated as of the date hereof, between Acquiror and the Company (the "Merger Agreement"). ---------------- During the period from the date hereof until the Termination Time, the proxy named above (and its successors) will be empowered, and may exercise this proxy, to vote the Shares at any meeting of the stockholders of the Company, however called, or in connection with any solicitation of written consents from stockholders of the Company, called or solicited, as the case may be, for the purpose of voting on the Merger Agreement and the transactions expressly contemplated thereby in favor of the approval and adoption of the Merger Agreement and the approval of the merger (the "Merger") contemplated thereby, ------ and in favor of each of the other -9- actions contemplated by the Merger Agreement. The undersigned may vote the Shares on all other matters. This proxy shall be binding upon the representatives, successors and permitted assigns of the undersigned. If any provision of this proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this proxy. Each provision of this proxy is separable from every other provision of this proxy, and each part of each provision of this proxy is separable from every other part of such provision. This proxy shall terminate and shall have no further force and effect as of the Termination Time. Date: May 14, 2001 [______________________] By:__________________________________________ Name:________________________________________ Title:_______________________________________ Number of Shares and class of Shares owned of record as of the date of this proxy: _____________________________________________ -10- EXHIBIT B --------- Amended and Restated Securities Purchase Agreement, dated as of June 4, 1999, among Rare Medium Group, Inc. and Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P. and AIF IV/RRRR LLC, and any documents, certificate or agreements entered into in connection therewith. -11- EX-7 3 dex7.txt PRESS RELEASE BY ISSUER AND ACQUIROR ON MAY 14, 01 Exhibit 7 Contacts: David Wonderling Melissa Maughan Motient Corporation Hill and Knowlton 703-716-6375 202-944-5138 david.wonderling@motient.com mmaughan@hillandknowlton.com Motient Corporation and Rare Medium Group to Merge -------------------------------------------------- Merger Will Combine Nation's Largest Wireless Data Network With Premier Internet Solutions Provider ---------------------------------------- RESTON, VA, AND NEW YORK, NY - May 14, 2001 - Motient Corporation (NASDAQ:MTNT) and Rare Medium Group (NASDAQ:RRRR) today announced the signing of a definitive merger agreement through which Motient will acquire 100 percent of Rare Medium Group using a combination of newly issued Motient stock, shares of XM Satellite Radio stock (NASDAQ: XMSR) owned by Motient and certain other consideration. The merger will create a company that owns and operates the largest wireless data network in the United States, complemented by a broad range of wireless and e-Business solutions. These services will include strategic and technological consulting, web development, user experience and information architecture design, e-Commerce system integration, branding services, wireless application development and network integration, and integration of wireless services with corporate intranets. The company will continue to feature the industry leading eLinkSM and BlackBerryTM by Motient wireless email products. The merged companies will operate as Motient Corporation, and will be headquartered in Reston, Virginia, with additional locations in Chicago, New York, Atlanta, Dallas, and California. Motient plans to have shared support functions for both the wireless network and e-Business solutions businesses, while operating each as a separate division. The combined company is expected to have service revenues in excess of $100 million, and will have substantial opportunity to develop joint product offerings that could stimulate growth across both businesses. The company's employee base will nearly double to almost 1,000 employees. Under the terms of the agreement, which is subject to approval of both companies' shareholders, as well as normal regulatory and bank approvals, each share of Rare Medium's outstanding common stock will be exchanged for one-tenth - MORE - Page 2 of a share of a new class of Motient preferred stock. Each whole share of the new preferred will have a liquidation preference of $20.00 and be convertible into 6.4 shares of Motient common stock. The preferred stock will have dividend and voting rights similar to the underlying common stock and will automatically convert into Motient common stock if such stock trades at $3.125 or above for a 10 day period. The consideration for Rare Medium's existing preferred stock will include nine million of Motient's XM Satellite Radio shares, plus approximately $13 million in cash. Rare Medium's previously announced $25 million loan to Motient will be absorbed by the combined company upon closing of the transaction, which is expected to occur in the third quarter of 2001. At the closing of the transaction, Motient will repay approximately $34 million of its outstanding bank obligations. In a joint statement issued by Glenn S. Meyers, Rare Medium Group chairman and CEO, and Walter V. Purnell, Jr., Motient president and CEO, they said, "We are very excited about the possibilities created by the merger of our two companies. The market for extension of Internet and corporate network applications across a robust nationwide wireless network is gaining momentum. The combination of Motient's nationwide wireless data network with the e-Business solutions resources of Rare Medium gives us the power to provide a compelling array of Internet solutions, and to leverage those solutions wirelessly for enterprise customers." Purnell continued, "This combination also will help address our funding needs and allow us to provide a more robust combination of services. By leveraging some of Motient's XM Satellite Radio shares and Rare Medium's balance sheet, the combined company will be in a better position to finance the implementation of our business plan. As a result of the transaction, the company expects to be funded well into the first half of 2002, and expects to reach EBITDA breakeven around the same time frame." Meyers added, "During the weeks leading up to closing we will be working on integration plans aimed at maximizing the market opportunity that will be created with the complementary skillsets of our employees. We will structure an efficient organization while optimizing our joint `go to market' strategy." - MORE - Page 3 The transaction was unanimously approved by the boards of directors of both companies, including a special committee of the board of directors of Rare Medium which was formed to review the transaction on behalf of Rare Medium's common shareholders. Credit Suisse First Boston advised Rare Medium, while Motient was advised by J.P. Morgan Securities, Inc. Call-In Information - ------- ----------- The companies will conduct a conference call at 10:00 AM (EST), Tuesday, May 15, to discuss the transaction. To participate in the call, dial 1-888-850-2545 five to ten minutes prior to the scheduled time. The pass code is 459646. Rare Medium's First Quarter Results - ----------------------------------- During and following the first quarter of 2001, Rare Medium has been exploring strategic alternatives, culminating in today's announcement. In conjunction with these efforts and in light of the challenging market conditions facing technology services companies generally, Rare Medium has rightsized its business. Rare Medium today reported revenue from its Internet Services business for the first quarter of $10.1 million. Revenue for the Internet Services business includes revenue from consolidated subsidiaries, which is eliminated in the consolidated financial statements. Consolidated revenue, net of intercompany eliminations, for the first quarter was $8.6 million. The net loss available to common shareholders was $(1.09) per share, which included non-cash dividends and accretion charges related to the Company's preferred securities of $(0.05) per share, depreciation and amortization charges of $(0.21) per share, and losses related to loss on investment in affiliates of $(0.17) per share. Also included in the first quarter loss was a restructuring charge of $(0.25) per share, which consisted primarily of provisions for closed facilities and related assets and severance. About Motient - ------------- Motient (www.motient.com) owns and operates an integrated terrestrial / satellite network and provides a wide range of two-way mobile and Internet communications services principally to business-to-business customers and enterprises. The company provides eLink and BlackBerry by Motient two-way wireless email service to customers accessing email through corporate servers, - MORE - Page 4 Internet Service Provider (ISP) and Mail Service Provider (MSP) accounts, and paging network suppliers. Motient serves a variety of markets including mobile professionals, telemetry, transportation, field service, and nationwide voice dispatch offering coverage to all 50 states, Puerto Rico, the U.S. Virgin Islands, and thousands of miles of U.S. coastal waters. About Rare Medium Group - ----------------------- Rare Medium provides end-to-end Internet professional services including strategic, creative and technological consulting for e-Business initiatives; e-Commerce, on-line brand development and management; services related to Wireless and Broadband applications and the launch of on-line commerce trading exchanges. # # # Caution Concerning Forward-Looking Statements - --------------------------------------------- This document includes certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the consummation and timing of the merger and expected future revenues, liquidity, products and growth opportunities of the combined company. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to changes in global economic, business, competitive market and regulatory factors, financial markets, the failure of the proposed transaction described above to be completed for any reason or the parties being unable to recognize the benefits of the transaction. More detailed information about those factors is contained in Motient's and Rare Medium's filings with the Securities and Exchange Commission, including Motient's registration statement on form S-3 (File No. 333-42014) and Motient's annual report on Form 10K for the year ended December 31, 2000. Motient and Rare Medium will be filing a joint proxy statement/prospectus and other relevant documents concerning the proposed transaction with the SEC. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ON THE PROPOSED TRANSACTION. Investors will be able to obtain the documents free of charge at the SEC's website (www.sec.gov). In addition, documents filed with the SEC by Motient or Rare Medium with respect to the proposed transaction may be obtained free of charge by contacting Rare Medium Group, Inc., 565 Fifth Avenue, New York, New York 10017, Attention: Investor Relations (tel.: 212-883-6940) or Motient Corporation, 10802 Parkridge Blvd, Reston, VA, 20191. INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION. Rare Medium and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Rare Medium stockholders. The directors and executive officers of Rare Medium include: Glenn Meyers, Andrew Africk, Jeffrey Killeen, Michael Gross, Marc Rowan, William Stasior, Craig Chesser, Michael Hultberg and Robert Lewis. Collectively, as of April 17, 2001, the beneficial ownership of the directors and executive officers of Rare Medium, was approximately 45%, including 39,932,019 shares held by affiliates of Apollo Management, L.P.,representing approximately 44% beneficial ownership. The shares held by affiliates of Apollo Management, L.P., include 12,709,499 shares of Page 5 common stock and 27,222,520 share issuable upon conversion of preferred stock and exercise of warrants. Stockholders may obtain additional information regarding the interests of such participants by reading the joint proxy statement/prospectus when it becomes available. Motient and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Motient stockholders. The directors and executive officers of Motient include: Gary Parsons, Walter Purnell, Jack Shaw, Billy Parrott, Andrew Quartner, Jonelle St. John, W. Bartlett Snell, Randy Segal, and Dennis Matheson. Collectively, as of April 30, 2001, the directors and executive officers of Motient beneficially owned approximately 2.65% of the outstanding shares of the company's common stock. Stockholders may obtain additional information regarding the interests of such participants by reading the joint proxy statement/prospectus when it becomes available. -----END PRIVACY-ENHANCED MESSAGE-----