-----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, SJM79bVNmkLnmBz1QkdCvNxuV86+ji6yWP9QQq706mxd8ZJ7BdsK43UhmAK3zZT3 diHK/LJIIVQPm82hUvAsPQ== 0001056590-04-000019.txt : 20040503 0001056590-04-000019.hdr.sgml : 20040503 20040503113315 ACCESSION NUMBER: 0001056590-04-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20040503 GROUP MEMBERS: BCG STRATEGIC INVESTORS, LLC GROUP MEMBERS: DOT COM INVESTMENT CORP. GROUP MEMBERS: JEWELCOR MANAGEMENT, INC. GROUP MEMBERS: SEYMOUR HOLTZMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MM COMPANIES 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-56755 FILM NUMBER: 04772109 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 FORMER COMPANY: FORMER CONFORMED NAME: MUSICMAKER COM INC DATE OF NAME CHANGE: 19990216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JEWELCOR MANAGEMENT INC CENTRAL INDEX KEY: 0001056590 IRS NUMBER: 232331228 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 BUSINESS PHONE: 5708226277 MAIL ADDRESS: STREET 1: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 SC 13D/A 1 mmco.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment 8 Under the Securities Exchange Act of 1934 MM Companies, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 62757C108 (CUSIP Number) Seymour Holtzman c/o Jewelcor Companies 100 N. Wilkes-Barre Blvd. Wilkes-Barre, Pennsylvania 18702 (570) 822-6277 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 3, 2004 (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 ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: |_| SCHEDULE 13D CUSIP No.62757C108 - ------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BCG Strategic Investors, LLC - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 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 NUMBER OF 1,209,866 SHARES ---------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ---------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 1,209,866 WITH ---------------------------------------------------- 10) SHARED DISPOSITIVE POWER none - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,209,866 - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.69% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------- -3- SCHEDULE 13D CUSIP No. 62757C108 - ------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Capital Group, L.P. - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 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 NUMBER OF 92,915 SHARES ----------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 1,209,866 EACH ----------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 92,915 WITH ----------------------------------------------------- 10) SHARED DISPOSITIVE POWER 1,209,866 - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,302,781 - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.51% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------- -4- SCHEDULE 13D CUSIP No. 62757C108 - ------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Companies Equity Partners, L.P. 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 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 NUMBER OF 16,900 SHARES ----------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 1,209,866 EACH ----------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 16,900 WITH ----------------------------------------------------- 10) SHARED DISPOSITIVE POWER 1,209,866 - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,226,766 - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.20% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------- -5- SCHEDULE 13D CUSIP No. 62757C108 - ------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James Mitarotonda - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 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 NUMBER OF 109,815 SHARES ------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 1,209,866 EACH ------------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 109,815 WITH ------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 1,209,866 - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,319,681 - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.02% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP No. 62757C108 - ------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON dot com Investment Corporation - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 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 NUMBER OF 26,200 SHARES ------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 1,209,866 EACH ------------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 26,200 WITH ------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 1,209,866 - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,236,066 - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.49% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- -6- SCHEDULE 13D CUSIP No. 62757C108 - ------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jewelcor Management, Inc. - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - ------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 48,700 SHARES ------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 1,209,866 EACH ------------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 48,700 WITH ------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 1,209,866 - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,258,566 - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.17% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 62757C108 - ------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Seymour Holtzman - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - ------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 48,700 SHARES ------------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 1,209,866 EACH ------------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 48,700 WITH ------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 1,209,866 - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,258,566 - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.17% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP No. 62757C108 - ------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ramius Master Fund Ltd. - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 11,500 SHARES ----------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ----------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 11,500 WITH ----------------------------------------------------- 10) SHARED DISPOSITIVE POWER none - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,500 - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1.0% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP No. 62757C108 - ------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RCG Ambrose Master Fund Ltd. - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 6,900 SHARES ----------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ----------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 6,900 WITH ----------------------------------------------------- 10) SHARED DISPOSITIVE POWER none - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,900 - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1.0% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON 00 SCHEDULE 13D CUSIP No. 62757C108 - ------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ramius Securities, LLC - ------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) | | - ------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 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 NUMBER OF 4,600 SHARES ----------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ----------------------------------------------------- REPORTING 9) SOLE DISPOSITIVE POWER PERSON 4,600 WITH ----------------------------------------------------- 10) SHARED DISPOSITIVE POWER none - ------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,600 - ------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1.0% - ------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON IA, BD Item 1. Security and Issuer. This Statement on Schedule 13D (the "Statement") relates to the Common Stock, $.01 par value (the "Common Stock"), of MM Companies, Inc., a Delaware corporation ("MMCO" or "Issuer"). The principal executive offices of MM Companies, Inc. are located at 888 Seventh Avenue, 17th Floor, New York, New York 10019. Item 2. Identity and Background. (a) - (c) This statement is being filed by BCG Strategic Investors, LLC ("BCG") and dot com Investment Corporation, Seymour Holtzman and Jewelcor Management, Inc., (collectively, four of the "Reporting Entities"). BCG is a Delaware limited liability company formed to acquire, hold and dispose of the Common Stock of the Company. The address of the principal business and principal offices of BCG is 888 Seventh Avenue, 17th Floor, New York, New York 10019. Each of James Mitarotonda and Seymour Holtzman is a Manager of BCG. The business address of James Mitarotonda is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019. The business address of Seymour Holtzman is c/o dot com Investment Corporation, 100 North Wilkes Barre Blvd., 4th Floor, Wilkes Barre, PA 18702. Each of Barington Capital Group, L.P., Barington Companies Equity Partners, L.P. and dot com Investment Corporation is a member of BCG. The principal occupation of James Mitarotonda is Chairman of Barington Capital Group, L.P. The principal occupations of Seymour Holtzman are the retail and wholesale jewelry business, the retail clothing business and investing. Barington Capital Group, L.P. is a Delaware limited partnership formed to engage in the business of acquiring, holding and disposing of investments in various companies. The address of the principal business and principal offices of Barington Capital Group, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019. The general partner of Barington Capital Group, L.P. is LNA Capital Corp. LNA Capital Corp. is a Delaware corporation formed to be the general partner of Barington Capital Group, L.P. The address of the principal business and principal offices of LNA Capital Corp. is: c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019. James Mitarotonda is the Chairman, President and Chief Executive Officer of LNA Capital Corp. Barington Companies Equity Partners, L.P. is a Delaware limited partnership formed to engage in the business of acquiring, holding and disposing of investments in various companies. The address of the principal business and principal offices of Barington Companies Equity Partners, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019. The general partner of Barington Companies Equity Partners, L.P. is Barington Companies Investors, LLC. Barington Companies Investors, LLC is a Delaware limited liability company formed to be the general partner of Barington Companies Equity Partners, L.P. The address of the principal business and principal offices of Barington Companies Investors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James Mitarotonda is the managing member of Barington Companies Investors, LLC. The business address of Mr. Mitarotonda is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019. dot com Investment Corporation is a Delaware corporation formed to engage in the business of acquiring, holding and disposing of investments in various companies. The address of the principal business and principal offices of dot com Investment Corporation is 100 North Wilkes Barre Blvd., 4th Floor, Wilkes Barre, PA 18702. Mr. Holtzman is an indirect controlling shareholder of dot com Investment Corporation. Seymour Holtzman is the President and sole director, and Maria Sciandra is the Secretary and Treasurer, of dot com Investment Corporation. The business address of each of Seymour Holtzman and Maria Sciandra is c/o dot com Investment Corporation, 100 North Wilkes Barre Blvd., 4th Floor, Wilkes Barre, PA 18702. Jewelcor Management, Inc. is the sole shareholder of dot com Investment Corporation. Jewelcor Management, Inc. is a Nevada corporation engaged in management and investment advisory services. The address of the principal business and principal offices of Jewelcor Management, Inc. is 500 North Rainbow, Suite 300, Las Vegas, NV 89107. Mr. Holtzman is an indirect controlling shareholder of Jewelcor Management, Inc. Ramius Master Fund, Ltd. is a Cayman Islands corporation engaged in investing in a multi-strategy portfolio. The address of the principal business and principal offices of Ramius Master Fund, Ltd. is Citco Fund Services (Cayman Islands) Ltd., Corporate Centre, West Bay Road, P.O. Box 31106 SMB, Grand Cayman, Cayman Islands, British West Indies. Ramius Advisors, LLC is a Delaware limited liability company and an SEC registered investment advisor. The address of the principal business and principal offices of Ramius Advisors, LLC is 666 Third Avenue, 26th floor, New York, New York 10017. The managing member of Ramius Advisors, LLC is Ramius Capital Group, LLC. Ramius Securities, LLC is a Delaware limited liability company and a registered broker-dealer. The address of the principal business and principal offices of Ramius Securities, LLC is 666 Third Avenue, 26th Floor, New York, New York 10017. The Managing Member of Ramius Securities, LLC is Ramius Capital Group, LLC. Ramius Capital Group, LLC is a Delaware limited liability company that is engaged in money management and investment advisory services for third parties and proprietary accounts. The address of the principal business and principal offices of Ramius Capital Group, LLC is 666 Third Avenue, 26th Floor, New York, New York 10017. The Managing Member of Ramius Capital Group, LLC is C4S, LLC, a Delaware limited liability company formed to be the managing member of Ramius Capital Group, LLC. The address of the principal business and principal offices of C4S, LLC is 666 Third Avenue, 26th Floor, New York, New York 10017. Each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss is a managing member of C4S, LLC. The business address of each of Messrs. Cohen, Stark, Solomon and Strauss is 666 Third Avenue, 26th Floor, New York, New York 10017. RCG Ambrose Master Fund, Ltd. is a Cayman Islands corporation engaged in investing in companies effecting extraordinary transactions. The address of the principal business and principal offices of RCG Ambrose Master Fund, Ltd. is Citco Fund Services (Cayman Islands) Ltd., Corporate Centre, West Bay Road, P.O. Box 31106 SMB, Grand Cayman, Cayman Islands, British West Indies. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby supplementally amended as follows: On February 9, 2004, Barington Capital Group L.P. purchased 1,000 shares of Common Stock at a cost of $1.61 per share. On February 10, 2004, Barington Capital Group L.P. purchased 500 shares of Common Stock at a cost of $1.59 per share. On February 12, 2004, Barington Capital Group L.P. purchased 3,500 shares of Common Stock at $1.61 per share. Item 4. Purpose of Transaction. Mr. Holtzman, as Chairman of MMCO sent a memorandum on April 19, 2004 to the Board of Directors of the Issuer. The memorandum included a copy of a March 3, 2004 memorandum (including the documents referenced in the March 3, 2004 memorandum), which was earlier sent to the Board of Directors of the Issuer. Mr. Holtzman sent another memorandum on May 3, 2004 to the Board of Directors of the Issuer. The documents referenced in item 4 are included as exhibits, listed in Item 7 hereof. Mr. Holtzman as representative of BCG Strategic Investors, dot com Investment Corp. and Jewelcor Management, Inc. is filing this amended 13-D on behalf of only those entities. Although, Jim Mitarotonda, Barington Capital Group, L.P., Barington Companies Equity Partners, L.P., Ramius Master Fund, Ltd., RCG Ambrose Master Fund, Ltd., and Ramius Securities, LLC. are identified as Reporting Entities in the original schedule 13-D and subsequent amendments, they are not participating in this filing. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, the Reporting Entities included in this filing own an aggregate of 1,391,381 shares of Common Stock, representing approximately 42.20% of the outstanding shares of Common Stock based upon the 3,297,363 shares of Common Stock reported by MM Companies, Inc. in its Form 10-K filed on March 30, 2004. As of the date hereof, BCG beneficially owns an aggregate of 1,209,866 shares of Common Stock, representing approximately 36.69% of the outstanding shares of Common Stock. As of the date hereof, Barington Capital Group, L.P. beneficially owns an aggregate of 1,302,781 shares of Common Stock, representing approximately 39.51 % of the outstanding shares of Common Stock. Barington Capital Group, L.P. has sole voting and dispositive power over 92,915 shares of Common Stock it beneficially owns and has shared voting and dispositive power over 1,209,866 shares of Common Stock it beneficially owns. As of the date hereof, Barington Company Equities Partners, L.P. beneficially owns an aggregate of 1,226,766 shares of Common Stock, representing 37.20% of the outstanding shares of Common Stock. Barington Company Equities Partners, L.P. has sole voting and dispositive power over 16,900 shares of Common Stock it beneficially owns and has shared voting and dispositive power over 1,209,866 shares of Common Stock it beneficially owns. As of the date hereof, James Mitarotonda beneficially owns an aggregate of 1,319,681 shares of Common Stock, representing approximately 40.02% of the outstanding shares of Common Stock. Mr. Mitarotonda has sole voting and dispositive power over 109,815 shares of Common Stock he beneficially owns and has shared voting and dispositive power over 1,209,866 shares of Common Stock he beneficially owns. As of the date hereof, dot com Investment Corporation beneficially owns an aggregate of 1,236,066 shares of Common Stock, representing 37.49% of the outstanding shares of Common Stock. Dot com Investment Corporation has sole voting and dispositive power over 26,200 shares of Common Stock it beneficially owns and has shared voting and dispositive power over 1,209,866 shares of Common Stock it beneficially owns. As of the date hereof, Jewelcor Management, Inc. beneficially owns an aggregate of 1,258,566 shares of Common Stock, representing approximately 38.17% of the outstanding shares of Common Stock. Jewelcor Management, Inc. has sole voting and dispositive power over 48,700 shares of Common Stock it beneficially owns and has shared voting and dispositive power over 1,209,866 shares of Common Stock it beneficially owns. As of the date hereof, Seymour Holtzman beneficially owns an aggregate of 1,258,566 shares of Common Stock, representing approximately 38.17% of the outstanding shares of Common Stock. Mr. Holtzman has sole voting and dispositive power over 48,700 shares of Common Stock he beneficially owns and has shared voting and dispositive power over 1,209,866 shares of Common Stock he beneficially owns. As of the date hereof, Ramius Master Fund Ltd. beneficially owns an aggregate of 11,500 shares of Common Stock, representing less than 1% of the outstanding shares of Common Stock. Ramius Master Fund Ltd. has sole voting and dispositive power over the shares of Common Stock it beneficially owns. As of the date hereof, Ramius Securities, LLC beneficially owns an aggregate of 4,600 shares of Common Stock, representing less than 1% of the outstanding shares of Common Stock. Ramius Securities, LLC has sole voting and dispositive power over the shares of Common Stock it beneficially owns. As of the date hereof, RCG Ambrose Master Fund Ltd. beneficially owns an aggregate of 6,900 shares of Common Stock, representing less than 1% of the outstanding shares of Common Stock. RCG Ambrose Master Fund Ltd. has sole voting and dispositive power over the shares of Common Stock it beneficially owns. (b) As of the date hereof, each of the Reporting Entities has sole voting and dispositive power over the shares of Common Stock beneficially owned by such Reporting Entity. (c) Except as set forth above or in the attached Schedule 1, no person identified in Item 2 hereof has effected any transaction in shares of such Common Stock during the 60 days preceding the date hereof. (d) Not applicable. (e) Not applicable. Item 7. Material to be Filed as Exhibits. Exhibit 1 Memorandum dated April 19, 2004 sent by Seymour Holtzman to the Board of the Issuer Exhibit 2 Memorandum dated March 3, 2004 sent by Seymour Holtzman to the Board of the Issuer Exhibit 3 Recent Stock purchases as an attachment to Exhibit 2 Exhibit 4 Memorandum dated May 3, 2004 sent by Seymour Holtzman to the Board of the Issuer 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: May 3, 2004 BCG STRATEGIC INVESTORS, LLC By /s/ Seymour Holtzman ------------------------------------ Name: Seymour Holtzman Title: Manager DOT COM INVESTMENT CORPORATION By: /s/ Seymour Holtzman ----------------------------------- Name: Seymour Holtzman Title: President Jewelcor Management, Inc. By: /s/ Seymour Holtzman ----------------------------------- Name: Seymour Holtzman Title: President /s/ Seymour Holtzman ----------------------------------- Seymour Holtzman EX-1 2 duty.txt Exhibit 1 MEMORANDUM To: Board of Directors of MM Companies, Inc. From: Seymour Holtzman, Chairman Subject: Insider Trading Date: April 19, 2004 On March 3, 2004, I sent a Memorandum to the Board of Directors of MM Companies, Inc. (the "Company") requesting that the Board immediately hold a special telephonic meeting and take action to retain special counsel to investigate certain purchases of the Company's stock by James Mitarotonda/Barington Capital Group LP. I also directed your attention to recent questionable purchases by Mr. Mitarotonda and his associates of LQ Corporation, Inc. ("LQ") stock. I am seriously concerned by this trading activity because Mr. Mitarotonda is the President and CEO of the Company. I am attaching a copy of the March 3, 2004 Memorandum for your reference. As I stated in the Memorandum, I am not accusing anyone of insider trading. However, as directors of a public company, we must avoid the appearance of improprieties in trading the Company's securities and initiate the appropriate investigations when confronted by such issues. It has been approximately seven weeks since I sent the Memorandum and the majority of the Board of Directors has not taken the appropriate action to investigate the purchases of the Company's stock and LQ's stock as requested in my Memorandum. The selection of an independent reputable outside law firm to investigate this matter should be made by the members of the Board that do not have a direct or possible indirect conflict of interest in this matter. Since the majority of the Board failed to investigate this matter in a timely manner, I intend to initiate immediate legal action to address this issue. In an analogous situation where an accusation was made against an officer of a public company, we were advised to disclose the circumstances in a 10-K. In view of this, I strongly urge the Company to file an amended 10-K to include this material information. Cc: Peter Smith, Esq. Jack Jackson, Esq. Proskauer Rose LLP George Reihner, Esq. Elliott Reihner & Siedzikowski, P.C. EX-2 3 holtzmanmemo.txt Exhibit 2 MEMORANDUM To: The Board of Directors of MM Companies, Inc. From: Seymour Holtzman Subject: Insider Trading Date: March 3, 2004 __________________________ On or about February 25, 2004, we each received a distribution from Jim Mitarotonda of the "Insider Trading Policy for MM Companies, Inc." which actually appears to be a document authored by Kramer Levin Naftalis & Frankel LLP ("Kramer Levin") and is hereinafter referred to as the "Insider Trading recommendation to the Board of Directors of MM Companies, Inc. (the "Company") of policies and restrictions designed to ensure compliance with applicable law and corporate governance concerns with respect to effecting trading based on material, non-public information. Although I am still reviewing the proposed Insider Trading Policy with my own counsel and am not now in a position to vote to approve or disapprove its adoption, I certainly agree with the sentiments expressed in the Insider Trading Policy that the subject matter (and compliance with insider trading laws generally) is of paramount concerns to both the Company and each us. As noted in the Insider Trading Policy, "Insider trading creates potential liability for the Company itself, not just its officers and directors," including fines of up to $1 million (or three times the profit gained or loss avoided by the insider, whichever is greater). I also concur with the view expressed in the Insider Trading Policy that the Company must take all actions necessary to "avoid the appearance of impropriety in trading the Company's securities, and therefore. . . reduce the likelihood of securities class action litigation against the Company and its insiders." The timing of our receipt of the proposed Insider Trading Policy has forced me to convey to you certain concerns which are serious and need our collective focus and attention. As you are aware, on the date of our last meeting, a proposal was made by certain members of our Board regarding a possible business combination (the "Merger Proposal") with Liquid Audio ("LQ"). Obviously, this proposal was the product of considerable prior deliberations and agreements among these directors and, since such directors collectively constitute a majority of the board of directors of both the Company and LQ, they were clearly of the belief that they could cause such a business combination to occur. I also call to your attention that our February 19, 2004 Board meeting at which the Merger Proposal was first revealed to the minority directors was a postponement of a Board meeting that was to originally have occurred on January 27, 2004. I believe this fact is significant because of the substantial likelihood that the Merger Proposal was discussed and agreed to by the same three directors at a much earlier date which may indicate some degree of complicity. The Insider Trading Policy notes that it is not possible to define all categories of material information, but does note that the following is a "per se" example of material information: "? News of a pending or proposed merger or other acquisition" Thus, according to the Insider Trading Policy (and common sense), events such as the Merger Proposal involve material information. I have attached hereto some publicly available information concerning trading in the Company's common stock and ask that you consider such trading information in light of the availability to certain directors and their associates of certain material non-public information. The list includes some names as to which not everyone may be familiar. To my knowledge, the "Ramius" entities both execute trades for Barington Capital and invest on a "side-by-side" basis for their own house account under two entities (one of which is RCG Ambrose). Because Ramius execute orders for Barington, there are daily discussions that Ramius has with Jim Mitarotonda. Infact, Barington and Ramius are joint Schedule 13D filers. As noted in the Insider Trading Policy, "tipping" others as to material, non-public information is also illegal. Now, I want to be very clear here about what I am saying and what I am not saying. I am not accusing anyone of insider trading. It is not appropriate for any of us to speculate on what motivated the trading activity which I referenced above. However, as noted in the Insider Trading Policy, the Company and its directors must "avoid the appearance of impropriety in trading in the Company's securities." Moreover, given the significant exposure to the Company if insider trading has occurred, we have a fiduciary duty to ascertain the actual facts and take appropriate action (if any) based upon a full and fair investigation thereof. I also call your attention to another trading oddity. Please note that the attachment hereto also reflects recent purchases by Jim Mitarotonda and his associates of LQ common stock, including Lloyd Miller who serves on at least one public company board with him. As you know, the Company is also a shareholder of LQ and in accordance with a preexisting arrangement, when shares of LQ became available for purchase, Jim would acquire such shares not only for himself, but an allocable share would be made available to the Company. Given the significant purchases, we may infer that Jim concluded that purchases of LQ common stock represented an attractive investment, and yet no such purchases were made on behalf of the Company despite the fact that there were funds available and Jim had the power to effect such purchases on behalf of the Company. It appears to me that this investment in LQ common stock could constitute a "corporate opportunity" that should have been made available to the Company and the fact that it was not suggest not only a possible breach of fiduciary duty but an attempt to unilaterally profit without regard to any such duty. Based on the foregoing, I am therefore recommending that the Board immediately hold a special telephonic meeting and take action to retain special outside counsel to investigate the matters noted above and report back to the Board as soon as practicable with findings of fact and, if warranted, recommendations of appropriate remedial actions. I believe that we should select outside counsel other than Kramer Levin. It is not my intention to impugn the integrity of that firm in any way. However, the reality is that certain members of that firm have prior existing relationships with members of this Board (including me). Moreover, it may very well be that Kramer Levin has knowledge of relevant facts pertinent to the investigation (for example, certain members of Kramer Levin may have been consulted concerning the Merger Proposal and the timing of any such consultation may be critical to the investigation). Prior to the resolution of the investigation which I believe we must immediately initiate, I would also recommend that we postpone any consideration of the Merger Proposal. I do not make this recommendation easily. Although I have very strong views as to the wisdom of this Merger Proposal, I do not believe it can fairly be evaluated with this "cloud" over us. More importantly, given the concerns about possible insider trading, certain directors may have a personal stake in the Merger Proposal or the timing thereof. For example, it may be in the personal best interests of certain directors to propose structuring the Merger Proposal in a way designed to minimize potential Section 16(b) "shortswing" disgorgement liability as opposed to whatever structure is otherwise optimal to the Company. At the very least, I would think it prudent and consistent with current corporate governance "best practices" that Jim Mitarotonda recuse himself from voting with respect to these matters. I want to be very clear as to my "personal agenda" here. I want to ensure that we exercise our fiduciary duty to the stockholders of the Company with the greatest degree of care. As each of you know, I have a very visible role as a shareholder activist. It would be personally devastating for me to serve as a director of a public company where certain improprieties may have occurred and simply do nothing. I have spent considerable political and economic capital denouncing directors of this type and I do not want to become one now myself. I think now is the time for all of us to call on our sense of professionalism and endeavor to do our level best for the benefit of the Company. It is unclear to me how the Insider Trading Policy could reflect management's recommendation to the Board of Directors when it was never discussed with me in my capacity as co-CEO of the Company. 3 EX-3 4 recentpurchases.txt Exhibit 3 Recent Purchases of MM Companies SEC Document Barington Capital Group LP 1/6/2004 2,000 1.30 Form 4 and 13D 1/27/2004 5,000 1.27 Form 4 and 13D 1/28/2004 2,000 1.31 Form 4 and 13D 1/29/2004 1,000 1.35 Form 4 and 13D 1/30/2004 15,000 1.5341 Form 4 and 13D 2/3/2004 8,310 1.40 Form 4 and 13D 2/4/2004 36,105 1.40 Form 4 and 13D 2/9/2004 1,000 1.61 Form 4 2/10/2004 500 1.59 Form 4 2/12/2004 3,500 1.61 Form 4 Total Barington Capital Group LP 74,415 RCG Ambrose 1/27/2004 1,500 1.27 13D 1/28/2004 600 1.31 13D 1/29/2004 300 1.35 13D 1/30/2004 4,500 1.5341 13D Total RCG Ambrose 6,900 Ramius Master Fund Ltd 1/27/2004 2,500 1.27 13D 1/28/2004 1,000 1.31 13D 1/29/2004 500 1.35 13D 1/30/2004 7,500 1.5341 13D Total Ramius Master Fund Ltd 11,500 Ramius Securities LLC 1/27/2004 1,000 1.27 13D 1/28/2004 400 1.31 13D 1/29/2004 200 1.35 13D 1/30/2004 3,000 1.5341 13D Total Ramius Securities LLC 4,600 Jewelcor Management Inc 1/27/2004 (A) 2,500 (A) 1.30 Form 4 and 13D 1/30/2004 (A) 20,000 (A) 1.534 Form 4 and 13D Total Jewelcor Management Inc 22,500 Recent Purchases of Liquid Audio Barington Companies Equity Partners LP 12/31/2003 142,500 0.29 13D RCG Ambrose Master Fund Ltd 12/31/2003 42,750 0.29 13D Ramius Securities, LLC 12/31/2003 28,500 0.29 13D Ramius Master Fund, Ltd. 12/31/2003 71,250 0.29 13D Total 12/31/2003 285,000 0.29 13D Lloyd Miller 12/31/2003 (B) 30,000 (B) 13G/A and 13G 12/1/2003 (C) 456,600 (C) 13G/A and 13G (A) To ensure completeness, please note that I also included purchases by Jewelcor Management. Obviously, I was not one of the directors privy to the Merger Proposal. (B) per 13 G/A filed on 2/18/04 compared to 12/8/04 13G Shared Voting Power shares increased by 30,000 compared to original 13G. The date of event which required filing was 12/31/03. (C) per 13G filed on 12/8/03 Shared Voting Power Shares increased by 456,600 shares compared to 9/29/03 filing. The date of event which required filing was 12/1/03. EX-4 5 holtzmanmemo2.txt Exhibit 4 To: The Board of Directors of MM Companies, Inc. From: Seymour Holtzman, Chairman Date: May 3, 2004 Subject: Required Notices and Filings As you are aware, I notified the Board on or about March 3, 2004 with respect to my concerns regarding certain trading activity in our Company's shares by Jim Mitarotonda, Barington Capital Group, LP and others. As I tried to impress upon you then, in the current environment where public companies and their directors are "under a microscope," necessity dictates that a board of directors act promptly in these matters and, at all costs, protect the interests of our public shareholders. The failure to so act exposes us all to personal liability. I recognize that following my second communication of April 19, 2003 on this subject that the Board finally initiated an investigation. For the time being, I will reserve comment on the conduct of such investigation. Nevertheless, and as I previously advised the Board, we should be doing more to better protect the interests of our shareholders and, frankly, ourselves. Specifically, as I have stated previously, in serving on other public company boards where improper conduct of a senior officer may be at issue, it appears that the necessary course of action is to inform the public of the particular allegations and then keep them informed as the process unfolds. We have made no public disclosure of this matter for over two (2) weeks and I am very uncomfortable with this state of affairs. I believe we are at risk and that we should have immediately amended our Form 10-K to include information as to the current situation. Public companies are today going out of their way to make disclosures about much less serious matters because the current climate dictates full and timely disclosure. Because we are also well aware of the significance of this matter and the possible exposure to us as directors for not disclosing such information to the public, I believe we must immediately notify our D&O carrier of this potential claim and mitigate any chance that coverage may be denied. In addition, we should also advise our auditors of this situation so that they can evaluate what action, if any, is required by them. Based on the foregoing, and your failure to promptly amend the Company's Form-10K as previously requested, for my own protection and for the protection of the Company's public shareholders, I will make the requisite disclosures in my Schedule 13D. In addition, I will be notifying our D&O carrier as well as our auditors. I believe your failure to act left me no choice except to make the requisite disclosures on my own. -----END PRIVACY-ENHANCED MESSAGE-----