RARE MEDIUM GROUP INC

election_required = True...e all shares tendered by any Odd Lot Holder (as defined below) who: (1) tenders all shares owned beneficially or of record by the Odd Lot Holder (tenders of less than all of the shares owned by the Odd Lot Holder will not qualify for this preference); and (2) completes the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. o Second, after the purchase of all of the shares properly tendered by Odd Lot Holders, subject to the conditional tender provisions described in Section 6, Rare Medium will purchase all other shares tendered on a pro rata basis, with appropriate adjustments to avoid purchases of...

expiry = 2003-04-16...--------- RARE MEDIUM GROUP, INC. OFFER TO PURCHASE FOR CASH UP TO 2,500,000 SHARES OF ITS VOTING COMMON STOCK AT A PURCHASE PRICE OF $1.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, APRIL 16, 2003, UNLESS THE OFFER IS EXTENDED. Rare Medium Group, Inc. ("Rare Medium" or the "Company") hereby offers to purchase up to 2,500,000 shares of its voting common stock, $0.01 par value per share (the "Common Stock"), at a price of $1.00 per sh...

mechanism = FIXEDEX-99 3 s394158.txt EXHIBIT (A)(1)(A) Exhibit (a)(1)(A) ----------------- RARE MEDIUM GROUP, INC. OFFER TO PURCHASE FOR CASH UP TO 2,500,000 SHARES OF ITS VOTING COMMON STOCK AT A PURCHASE PRICE OF $1.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, APRIL 16, 2003, UNLESS THE OFFER IS EXTENDED. Rare Medium Group, Inc. ("Rare Medium" or the "Company") hereby offers to purchase up to 2,500,000 shares of its voting common stock, $0.01 par value per share (the "Common Stock"), a...

must_tender_all = True...r payment, you may withdraw your tendered shares at any time after May 7, 2003. In what order will tendered shares be purchased? Will tendered shares be prorated? (Page 3) o First, we will purchase shares from all holders of "odd lots" of less than 100 shares who properly tender all of their shares; and o Second, after purchasing all shares from the "odd lot holders," we will then purchase shares from all other stockholders who properly tender shares on a pro rata basis, with appropriate adjustments to avoid the purchase of fractional shares, subject to the conditional tender provisions described in Section 6. If the offer is over...

price = USD 1.0EX-99 3 s394158.txt EXHIBIT (A)(1)(A) Exhibit (a)(1)(A) ----------------- RARE MEDIUM GROUP, INC. OFFER TO PURCHASE FOR CASH UP TO 2,500,000 SHARES OF ITS VOTING COMMON STOCK AT A PURCHASE PRICE OF $1.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, APRIL 16, 2003, UNLESS THE OFFER IS EXTENDED. Rare Medium Group, Inc. ("Rare Medium" or the "Company") hereby...

threshold = 100...te our strategy. o Non-tendering stockholders will own a greater interest in the Company than they own before the consummation of the offer. However, book value per share is expected to decrease as a result of the offer. o Many of our public stockholders are "odd lot" holders, which means they own fewer than 100 shares of Common Stock. The purchase of shares from all "odd lot" holders in the offer will also allow us to reduce the costs associated with maintaining existing "odd lot" holders' accounts. What do Rare Medium and its Board of Directors think of the offer? What should I consider in making my decision of whether to tender? (Pages 5 and 15) o W...

txn_type = CONSOLIDATION...Stockholders entered into a Stipulation of Settlement (the "Settlement") with the plaintiffs relating to the class action lawsuit, which was approved at a court hearing on December 2, 2002. In connection with the Settlement, we agreed to effect a one for ten reverse stock split, to commence a rights offering and to take certain other corporate actions. Also in connection with the Settlement, we entered into an investment agreement with the Apollo Stockholders who agreed to purchase in advance of the rights offering 3,876,584 of shares of our non-voting common stock. This purchase equaled the number of shares of...

untradeable = True...returned as promptly as practicable following the Expiration Date (as defined in Section 1). See Section 3. The offer is not conditioned on any minimum number of shares being tendered. However, the offer is subject to other conditions. See Section 7. There is no established public trading market for the Common Stock. On December 23, 2002, the Common Stock was delisted from trading on the Nasdaq National Market System. Since that time, the shares of Common Stock have traded in interdealer and over-the-counter transactions and price quotations have been available in the "pink sheets" under the symbol "RRRR." Since January 30, 2003...