-----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, VkpWHFJiRLYRgFgF9ISgR0a0yN03P2FgTcYHr9mioe4XLdX481xc76J09BrvIz79 AHbSE+WNwVE5Gl0UQZ/ZDQ== 0000950172-01-500248.txt : 20010524 0000950172-01-500248.hdr.sgml : 20010524 ACCESSION NUMBER: 0000950172-01-500248 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010523 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOTIENT CORP CENTRAL INDEX KEY: 0000913665 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 930976127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42503 FILM NUMBER: 1646446 BUSINESS ADDRESS: STREET 1: 10802 PARKRIDGE BLVD CITY: RESTON STATE: VA ZIP: 20191-5416 BUSINESS PHONE: 7037586000 MAIL ADDRESS: STREET 1: 10802 PARKRIDGE BLVD CITY: RESTON STATE: VA ZIP: 20191-5416 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MOBILE SATELLITE CORP DATE OF NAME CHANGE: 19931019 FILED BY: 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 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 SC 13D 1 s325515.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 MOTIENT CORPORATION -------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 Per Share -------------------------------------------------------------- (Title of Class and Securities) 619908106 -------------------------------------------------------------- (CUSIP Number of Class of Securities) Robert C. Lewis, Esq. Rare Medium Group, Inc. 565 Fifth Avenue, 29th Floor New York, NY 10017 (212) 883-6940 Copy to: David J. Friedman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000 -------------------------------------------------------------- (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 Statement because of Rule 13d-1(b)(3) or (4), check the following: ( ) Check the following box if a fee is being paid with this Statement: ( ) SCHEDULE 13D CUSIP No. 619908106 - ---------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Rare Medium Group, Inc. - ---------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) - ---------------------------------------------------------------------- (3) SEC USE ONLY - ---------------------------------------------------------------------- (4) SOURCE OF FUNDS OO - ---------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ---------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ---------------------------------------------------------------------- (7) SOLE VOTING POWER 0 NUMBER OF SHARES ------------------------------------ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH 14,008,998 REPORTING ------------------------------------ PERSON WITH (9) SOLE DISPOSITIVE POWER 0 ------------------------------------ (10) SHARED DISPOSITIVE POWER 0 - ---------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,008,998 - ---------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) - ---------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 28% - ---------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON CO - ---------------------------------------------------------------------- This statement on Schedule 13D is being filed pursuant to Rule 13d-1 of the Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act") by Rare Medium Group, Inc. a Delaware corporation ("Rare"), with respect to the common stock, par value $.01 per share (the "Common Stock"), of Motient Corporation, a Delaware corporation (the "Company"). Item 1. Security and Issuer This Schedule 13D relates to the Common Stock of the Company. The address of the principal executive office of the Company is 10802 Parkridge Boulevard, Reston, Virginia 20191. Item 2. Identity and Background (a) Pursuant to Rule 13d-1 of Regulation 13D-G of the General Rules and Regulations under the Act, this statement is being filed on behalf of Rare. Rare hereby disclaims beneficial ownership of any shares of the Common Stock which may be voted by Rare, and the filing of this statement shall not be construed as an admission that Rare is, for purposes of Section 13(d) of the Act, the beneficial owner of any such shares of Common Stock. (b) - (c) Rare Rare is an Internet-focused company that provides Internet professional services to companies, and in the past has developed, managed and operated companies in selected Internet-focused market segments, and selectively invests in companies in which Rare has previously taken strategic equity positions or that Rare believes possess superior business models and are strategic to Rare's business. The principal business address of Rare, which also serves as its principal executive office, is 565 Fifth Avenue, 29th Floor, New York, New York 10017. Information with respect to the executive officers and directors of Rare is set forth on Schedule I attached hereto. (d)-(e) Neither Rare nor any of its executive officers, controlling persons or directors, including, without limitation, the persons identified on Schedule I hereto, has, during the last five years, (i) ever been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Rare and all persons listed on Schedule I hereto are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration Pursuant to the Voting Agreements, dated as of May 14, 2001, (collectively the "Voting Agreements") between Rare and Baron Capital Partners, L.P., ("Baron"), Rare and Hughes Electronics Corporation ("Hughes"), and Rare and Motorola, Inc. ("Motorola") (Baron, Hughes and Motorola are referred to collectively as the "Motient Parties"), each of the Motient Parties have agreed to vote all shares of Common Stock (the "Shares"), to which each had a right to vote, in favor of the transactions contemplated by the agreement and plan of merger, dated as of May 14, 2001, by and among the Company, a wholly owned subsidiary of the Company (the "Merger Sub") and Rare (the "Merger Agreement"). As of May 14, 2001, the Motient Parties had the right to vote the Shares set forth below: Motient Party Shares Baron 4,846,358 shares of Common Stock Hughes 6,692,108 shares of Common Stock Motorola 2,470,532 shares of Common Stock Item 4. Purpose of Transaction. The Voting Agreements were entered into in connection with the Merger Agreement. The purpose of entering into the Voting Agreements was to facilitate consummation of the merger of Merger Sub with and into Rare (the "Merger") and the other transactions contemplated by the Merger Agreement. Pursuant to the terms of the Merger Agreement and upon consummation of the Merger, among other things: (i) Each share of Rare common stock ("Rare Common Stock") outstanding immediately prior to the effective time of the Merger (the "Effective Time") will be exchanged for 0.1 share of a new series of Motient preferred stock ("Motient Preferred Stock"). As a result of the Merger, Rare will become a wholly owned subsidiary of the Company. (ii) All shares of Rare preferred stock (the "Rare Preferred Stock") outstanding immediately prior to the Effective Time will be exchanged for (a) 9 million shares of common stock of XM Satellite Radio Holdings, Inc. (the "XM Shares") owned by Motient, (b) cash (the "Cash Consideration") in an amount equal to the outstanding Motient bank debt guaranteed by certain guarantors of Motient's bank facility, and (c) a note (the "Deficiency Note") from Motient 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 Shares at the Effective Time and (y) the Cash Consideration. (iii) Each outstanding and unexercised option to purchase Rare Common Stock under Rare's company stock option plans (a "Rare Option") will be replaced by an option to purchase the number of shares of Motient Preferred Stock equal to the product of (a) one-tenth and (b) the number of shares of Rare Common Stock subject to such Rare Option, at an exercise price per share equal to (x) the product of the shares of Rare Common Stock subject to such Rare Option and the exercise price per share of such Rare Option, divided by (y) the number of shares of Motient Preferred Stock deemed to be purchasable pursuant to such Rare Option. (iv) Each outstanding warrant to purchase Rare Common Stock (a "Rare Warrant") will become a warrant to purchase the number of shares of Motient non-voting preferred stock ("Motient Non-Voting Preferred Stock") equal to the product of (a) one-tenth and (b) the number of shares of Rare Common Stock subject to such Rare Warrant, at an exercise price per share equal to (x) the product of the shares of Rare Common Stock subject to such Rare Warrant and the exercise price per share of such Rare Warrant, divided by (y) the number of shares of Motient Non-Voting Preferred Stock deemed to be purchasable pursuant to such Rare Warrant. The terms of the Motient Preferred Stock and Motient Non-Voting Preferred Stock will be identical except that Motient Non-Voting Preferred Stock will have no voting rights and the Motient Non-Voting Preferred Stock is convertible into Motient Voting Preferred Stock if transferred to a person or entity that is not an affiliate of Apollo Management, L.P. (v) The Board of Directors of the Company shall consist of nine members, three of whom will be designated by Rare. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which has been filed as an exhibit to this Schedule 13D and is incorporated herein by reference. Item 5. Interest in the Securities of the Issuer. (a)-(b) Rare The aggregate number of shares of the Common Stock that Rare may be deemed to share the power to vote or to direct the vote of (and as a result, may, under Rule 13d-3 under the Act, be deemed the beneficial owner of) is 14,008,998, which constitutes approximately 28% of the 49,663,602 shares of such Common Stock outstanding as of May 7, 2001, as disclosed in the Company's Quarterly Report on Form 10-Q dated May 15, 2001 for the quarter ended March 31, 2001. However, Rare disclaims beneficial ownership of such shares of Common Stock. Other than with respect to the voting rights set forth herein, Rare possesses no powers, rights or privileges with respect to the Common Stock. All other powers, rights and privileges with respect to the Common Stock remain with the Motient Parties, including the right to vote on all matters unrelated to the Merger, as well as the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, such securities. (c) Except as described herein, Rare has not engaged, within the last sixty (60) days, in any transactions involving the Common Stock. (d) Not Applicable. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than the Voting Agreements, the proxies granted pursuant thereto and the Merger Agreement (described in Item 4), there are no contracts, understandings, or relationships (legal or otherwise) beyween the person named in Item 2 hereof and any other person or persons with respect to any securities of the Company, including but not limited to transfer or voting of any of the Common Stock, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Under the terms and conditions of the Voting Agreement between Rare and Hughes, dated as of May 14, 2001 (the "Hughes Voting Agreement"), Hughes has agreed to not: (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 the Company or (ii) the transferee of the Shares, prior to and as a condition to such Transfer, executes and delivers to the Company an agreement in substantially the form of the Hughes 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 Hughes from performing Hughes' obligations under the Hughes Voting Agreement. Furthermore, under the terms and conditions of the Hughes Voting Agreement, Hughes has agreed that it shall not 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 (as defined in the Merger Agreement) 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. Hughes also agreed to vote against any Competing Transaction. The foregoing descriptions of the Voting Agreements do not purport to be complete and are qualified in their entirety by reference to the Voting Agreements, a copy of each of which has been filed as an exhibit to this Schedule 13D and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits. Exhibit 1 Agreement and Plan of Merger, dated as of May 14, 2001, by and among the Company, Merger Sub and Rare (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K of Rare as filed with the Securities and Exchange Commission on May 16, 2001). Exhibit 2 Voting Agreement, dated as of May 14, 2001, between Rare and Baron. Exhibit 3 Voting Agreement, dated as of May 14, 2001, between Rare and Hughes. Exhibit 4 Voting Agreement, dated as of May 14, 2001, between Rare and Motorola. SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: May 23, 2001 RARE MEDIUM GROUP, INC. By: /s/ Robert C. Lewis ------------------------------------- Name: Robert C. Lewis Title: Senior Vice President and General Counsel Schedule I Name of Individual Present Principal Occupation Glenn S. Meyers Chairman and Chief Executive Officer of Rare, Chairman and Chief Executive Officer of Rare Medium, Inc. Robert C. Lewis Senior Vice President, General Counsel and Sec- retary of Rare. Craig C. Chesser Vice President and Treasurer of Rare. Michael A. Hultberg Vice President and Controller of Rare. Jeffrey M. Killeen Director of Rare. William F. Stasior Director of Rare; Senior Chairman of Booz Allen & Hamilton Inc. Andrew D. Africk Director of Rare; partner of Apollo Advisors, L.P. and of Lion Advisors, L.P.; director of Encompass Services Corporation. Michael S. Gross Director of Rare; a founding principal of Apollo Advisors, L.P. and of Lion Advisors, L.P.; direc- tor of Allied Waste Industries, Inc., Breuners Home Furnishing, Inc., Clark Enterprises Inc., Converse, Inc., Florsheim Group, Inc., United Rentals, Inc., Encompass Services Corporation and Saks Incorporated. Marc J. Rowan Director of Rare; a founding principal of Apollo Advisors, L.P. and of Lion Advisors, L.P.; direc- tor of Vail Resorts, Inc., Quality Distribution, Inc., National Financial Partners, Inc., Samsonite Corporation, Wyndam International and NRT Incor- porated. The business address for all of the above listed persons is 565 Fifth Avenue, 29th Floor, New York, NY 10017. EX-99.A 2 baron.txt EXHIBIT 2 - VOTING AGREEMENT Exhibit 2 ACQUIROR STOCKHOLDER VOTING AGREEMENT (Baron) THIS VOTING AGREEMENT (this "Voting Agreement") is entered into as of May 14, 2001 by and between Rare Medium Group, Inc., a Delaware corporation (the "Company"), and the undersigned stockholder (the "Stockholder") of Motient Corporation, a Delaware corporation ("Acquiror"). WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of May 14, 2001 (the "Merger Agreement"), by and among Acquiror, the Company and MR Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Acquiror, 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 in order to induce Company to enter into the Merger Agreement, the Stockholder has agreed to execute and deliver to Company 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 Acquiror Common Stock 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 Acquiror, including any adjournments or postponements thereof, or written consent of stockholders in lieu thereof , in favor of the approval and adoption of the Merger and the Merger Agreement and against any Competing Transaction for Acquiror. 3. Non-Interference. The Stockholder hereby agrees during the Term not to (a) grant any proxies, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (b) 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. 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 provisions of Section 2.01 of the Merger Agreement or any other material term or condition of the Merger Agreement shall have been modified or amended without the prior written consent of the Stockholder, 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. 5. Misclellaneous. 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. 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. 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. 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. 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. 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 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. 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. 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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 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. RARE MEDIUM GROUP, INC. By: --------------------------------- Name: ------------------------------- Title: ------------------------------ BARON CAPITAL PARTNERS, L.P. By: By: ----------------------- Name: ---------------------- Title: --------------------- EX-99 3 raremerger.txt EXHIBIT 3 - MERGER AGREEMENT Exhibit 3 ACQUIROR STOCKHOLDER VOTING AGREEMENT (HUGHES ELECTRONICS CORPORATION) THIS VOTING AGREEMENT (this "Voting Agreement") is entered into as of May 14, 2001 by and between Rare Medium Group, Inc., a Delaware corporation (the "Company"), and the undersigned stockholder (the "Stockholder") of Motient Corporation, a Delaware corporation ("Acquiror"). WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of May 14, 2001 (the "Merger Agreement"), by and among Acquiror, the Company and MR Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Acquiror, 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 Company to enter into the Merger Agreement, the Stockholder has agreed to execute and deliver to Company 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. All references herein to Stockholder shall be deemed to include the Stockholder and its wholly-owned subsidiaries. 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 Acquiror Common Stock as set forth on Annex A hereto and any other 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 Acquiror, 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 Restated Charter and the Required Acquiror Stockholder Consent and against any Competing Transaction for Acquiror. As soon as practicable following the execution of this Voting Agreement, (a) the Stockholder shall deliver to the Company 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 shall cause to be delivered to the Company an additional Proxy executed on behalf of the record owner of any outstanding shares of Acquiror Common 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 the Company or (ii) the transferee of the Shares, prior to and as a condition to such Transfer, executes and delivers to the Company 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. Non-Solicitation. The Stockholder hereby agrees that during the Term, the Stockholder shall not 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 Acquiror; or (b) enter into or participate in any discussions or negotiations with any Person regarding a Competing Transaction for Acquiror, or furnish to any Person any information regarding a Competing Transaction for Acquiror, or take any other action to facilitate or cooperate with the making of any inquiry or proposal regarding a Competing Transaction for Acquiror; or (c) agree to approve or endorse any Competing Transaction for Acquiror. 5. Authorization; Binding Obligation. The Stockholder hereby represents and warrants to the Acquiror that 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). 6. No Conflict. The Stockholder hereby represents and warrants to the 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. 7. 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. 8. 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. 9. 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. 10. 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. 11. 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. 12. 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. 13. 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. 14. 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. 15. 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 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. 16. 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. 17. 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 Acquiror including, without limitation, those actions permitted by Section 5.05(e) of the Merger Agreement. 18. 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] 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. RARE MEDIUM GROUP, INC. By: ---------------------------------- Name: --------------------------------- Title: -------------------------------- HUGHES ELECTRONICS CORPORATION By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- ANNEX A EXHIBIT A Form of Irrevocable Proxy The undersigned Stockholder of Motient Corporation, a Delaware corporation ("Acquiror"), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes Rare Medium Group, Inc., a Delaware corporation (the "Company"), and Glenn Meyers, President and Chief Executive Officer of the Company, and Robert Lewis, Senior Vice President and General Counsel of the Company in their respective capacities as officers of the Company, and any individual who shall hereafter succeed to any such office of the Company 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 Acquiror Voting Agreement dated as of the date hereof, between Acquiror and the undersigned (the "Acquror 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 in the Merger Agreement and referred to below) shall become effective in accordance with the terms and subject to the conditions set forth in the Merger Agreement (as defined in the Merger Agreement and referred to 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 Acquiror Voting Agreement), is coupled with an interest, is granted in connection with the execution and delivery of the Acquiror Voting Agreement and is granted in consideration of the Company 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 Acquiror, however called, or in connection with any solicitation of written consents from stockholders of Acquiror, 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 Restated Charter and the Revised Acquiror Stockholders Consent and against any Competing Transaction for Acquiror (as each such term is defined in 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 [STOCKHOLDER] By: ------------------------------ Name: ----------------------------- Title: ---------------------------- Number of Shares and class of Shares owned of record as of the date of this proxy: ___________ shares of Common Stock EX-99 4 motorola.txt EXHIBIT 4 - VOTING AGREEMENT Exhibit 4 ACQUIROR STOCKHOLDER VOTING AGREEMENT (Motorola, Inc.) THIS VOTING AGREEMENT (this "Voting Agreement") is entered into as of May 14, 2001 by and between Rare Medium Group, Inc., a Delaware corporation (the "Company"), and the undersigned stockholder (the "Stockholder") of Motient Corporation, a Delaware corporation ("Acquiror"). WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of May 14, 2001 (the "Merger Agreement"), by and among Acquiror, the Company and MR Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Acquiror, 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 in order to induce Company to enter into the Merger Agreement, the Stockholder has agreed to execute and deliver to Company 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 Acquiror Common Stock as set forth on Annex A hereto and any other 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 Acquiror, including any adjournments or postponements thereof, or written consent of stockholders in lieu thereof , in favor of the approval and adoption of the Merger and the Merger Agreement. 3. [Intentionally Omitted] 4. 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 provisions of Section 2.01 of the Merger Agreement or any other material term or condition of the Merger Agreement shall have been modified or amended without the prior written consent of the Stockholder, 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. 5. Miscellaneous. 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. 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. 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. 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. 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. 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 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. 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. 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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 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. RARE MEDIUM GROUP, INC. By: ------------------------------ Name: ---------------------------- Title: --------------------------- MOTOROLA, INC. By: ------------------------------ Name: ---------------------------- Title: --------------------------- ANNEX A Shares of Acquiror Common Stock Owned by Motorola, Inc. 2,470,532 -----END PRIVACY-ENHANCED MESSAGE-----