-----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, EUnm5NigkfqNYwoby6G+tnLDyNFnJmiqckfqAgq2kHDFWROAdKRoGMjwoLIbvtFl W1kP1cSz4R5Qbpd9gMGOZw== 0000922423-02-000818.txt : 20020719 0000922423-02-000818.hdr.sgml : 20020719 20020719155347 ACCESSION NUMBER: 0000922423-02-000818 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020719 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIQUID AUDIO INC CENTRAL INDEX KEY: 0001016613 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 770421089 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57595 FILM NUMBER: 02706679 BUSINESS ADDRESS: STREET 1: 800 CHESAPEAKE DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6505492000 MAIL ADDRESS: STREET 1: LIQUID AUDIO INC STREET 2: 800 CHESAPEAKE DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MUSICMAKER COM INC CENTRAL INDEX KEY: 0001079786 STANDARD INDUSTRIAL CLASSIFICATION: PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS [3652] IRS NUMBER: 541811721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1740 BROADWAY STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 265- MAIL ADDRESS: STREET 1: 1831 WIEHLE AVENUE STREET 2: SUITE 128 CITY: RESTON STATE: VA ZIP: 20190 SC 13D/A 1 kl07036_sc13d-a.txt SC 13D AMENDMENT NO. 12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No.12) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Liquid Audio, Inc. ------------------ (Name of Issuer) Common Stock, $.001 par value ----------------------------- (Title of Class of Securities) 53631T102000 ------------ (CUSIP Number) Mr. James Mitarotonda c/o Barington Capital Group, L.P. 888 Seventh Avenue, 17th Floor New York, N.Y. 10019 (212) 974-5700 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 16, 2002 ------------- (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: |_|. Introduction ------------ This Amendment No. 12 amends and supplements the Schedule 13D, dated September 28, 2001, as amended to date (the "Schedule 13D"), filed with the Securities and Exchange Commission by MM Companies, Inc. (formerly known as musicmaker.com, Inc.), Jewelcor Management, Inc., Barington Companies Equity Partners, L.P., Ramius Securities, LLC and Domrose Sons Partnership with respect to the common stock, $.001 par value, of Liquid Audio, Inc., a Delaware corporation (the "Company"). Item 2 of the Schedule 13D, "Identity and Background" is amended by adding the following: On July 2, 2002, musicmaker.com, Inc. changed its name to MM Companies, Inc. ("MM Companies"). Item 4 of the Schedule 13D, "Purpose of Transaction," is amended by adding the following: On July 16, 2002, MM Companies sent a letter to the Company in response to the Company's announcement that it had amended its merger agreement with Alliance Entertainment Corporation. In the letter, MM Companies stated its belief that the Company should distribute $3.00 per share to all shareholders and that thereafter a determination can be made to use the remaining cash in the Company to make a further distribution or to retain a moderate amount of cash and fold it into a viable business, as the shareholders ultimately decide. A copy of the letter is attached hereto as Exhibit 99.20. Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," is amended by adding the following: 99.20 Letter dated July 16, 2002 from MM Companies, Inc. to Gerald W. Kearby, President and Chief Executive Officer of the Company, Robert G. Flynn, Secretary of the Company, and the members of the board of directors of the Company. -2- SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: July 19, 2002 MM COMPANIES, INC. By /s/ James A. Mitarotonda ------------------------------- Name: James A. Mitarotonda Title: President and Chief Executive Officer JEWELCOR MANAGEMENT, INC. By /s/ Seymour Holtzman ------------------------------- Name: Seymour Holtzman Title: Chairman and Chief Executive Officer BARINGTON COMPANIES EQUITY PARTNERS, L.P. By: Barington Companies Investors, LLC, its general partner By /s/ James A. Mitarotonda ------------------------------- Name: James A. Mitarotonda Title: President and Chief Executive Officer RAMIUS SECURITIES, LLC By: Ramius Capital Group, LLC, its managing member By /s/ Jeffrey M. Solomon ----------------------------- Name: Jeffrey M. Solomon Title: Authorized Signatory DOMROSE SONS PARTNERSHIP By /s/ James A. Mitarotonda ----------------------------- Name: James A. Mitarotonda Title: Partner -3- EX-99 3 kl07036_ex99-20.txt EXHIBIT 99.20 LETTER Exhibit 99.20 MM Companies, Inc. c/o Barington Capital Group, L.P. 888 Seventh Avenue 17th Floor New York, New York 10019 July 16, 2002 VIA FAX AND FEDERAL EXPRESS Gerald W. Kearby, President & Chief Executive Officer Robert G. Flynn, Secretary Members of the Board of Directors Liquid Audio, Inc. 800 Chesapeake Drive Redwood City, California 94063 Gentlemen: Liquid Audio, Inc.'s new proposal of a merger with Alliance Entertainment combined with a self-tender offer to acquire 10 million shares of the Company's stock at $3.00 per share does not cure our fundamental objections. As I am sure you know, the record business is in a shambles with the likelihood that it will get worse before it gets better. In view of these circumstances, we are categorically opposed to this transaction. If the Company's management is serious about enhancing shareholder value, we believe the Company should distribute $3.00 per share to ALL of Liquid Audio's shareholders. Thereafter, a determination can be made with the remaining cash in the corporation to either make a further distribution, or to retain a moderate amount of cash and fold it into a viable business. Furthermore, this is a matter that the shareholders should ultimately decide. We vigorously protest the Board of Directors' decision to amend the Company's preferred stock rights agreement - the poison pill - to reduce the triggering threshold from beneficial ownership of 15% of Liquid Audio's outstanding shares to beneficial ownership of 10%. The Board's conduct is unconscionable and, in our opinion, may constitute a breach of their fiduciary duties. Your immediate response to this letter would be appreciated. /s/ Seymour Holtzman /s/ James Mitarotonda Seymour Holtzman James Mitarotonda Chairman President & CEO -----END PRIVACY-ENHANCED MESSAGE-----