0000922423-01-500959.txt : 20011101
0000922423-01-500959.hdr.sgml : 20011101
ACCESSION NUMBER: 0000922423-01-500959
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20011031
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: BARINGTON CAPITAL GROUP L P
CENTRAL INDEX KEY: 0000887762
STANDARD INDUSTRIAL CLASSIFICATION: []
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 888 SEVENTH AVENUE 17TH FL
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2129745400
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: 1771793
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
SC 13D/A
1
kl10058_sc13d-a.txt
SCHEDULE 13D AMENDMENT NO. 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 2)
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)
October 26, 2001
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: |_|.
Introduction. This amends and supplements the Schedule 13D dated
September 28, 2001 (the "Schedule"), filed with the Securities and Exchange
Commission, as amended by Amendment No. 1 dated October 18, 2001, by
musicmaker.com, Inc. ("musicmaker"), 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 (the "Common
Stock"), of Liquid Audio, Inc., a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 800 Chesapeake
Drive, Redwood City, California 94063.
Item 4 of the Schedule 13D, "Purpose of Transaction," is amended and
supplemented by adding the following:
On October 26, 2001, musicmaker sent a letter to Gerald W. Kearby,
President and Chief Executive Officer of the Company, a copy of which is
attached hereto as Exhibit 99.5.
Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," is
amended by adding the following:
99.5 Letter dated October 26, 2001 from musicmaker to Gerald W.
Kearby, President and Chief Executive Officer of Liquid Audio, Inc.
-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: October 31, 2001
MUSICMAKER.COM, INC.
By /s/ James Mitarotonda
--------------------------------------
Name: James 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 Mitarotonda
-------------------------------------
Name: James Mitarotonda
Title: Manager
RAMIUS SECURITIES, LLC
By: Ramius Capital Group, LLC, its
managing member
By /s/ Peter A. Cohen
-------------------------------------
Name: Peter A. Cohen
Title: Manager
DOMROSE SONS PARTNERSHIP
By /s/ James Mitarotonda
-------------------------------------
Name: James Mitarotonda
Title: Partner
-3-
EX-99
3
kl10058_ex99-5.txt
EXHIBIT 99.5 LETTER
EXHIBIT 99.5
musicmaker.com, Inc.
c/o Barington Capital Group, L.P.
888 Seventh Avenue
17th Floor
New York, New York 10019
October 26, 2001
Liquid Audio, Inc.
800 Chesapeake Drive
Redwood City, California 94063
Attn: Gerald W. Kearby, President and
Chief Executive Officer
Dear Mr. Kearby:
As you know, musicmaker.com., Inc., as well as certain other parties, have
previously filed a Schedule 13D with respect to our substantial ownership
interest in Liquid Audio. Together, we own approximately 6.3% of Liquid Audio's
Common Stock and have become your second largest stockholders.
Following our earlier investments and shortly before the filing of our
Schedule 13D, we contacted you to advise you of our upcoming public filing and
to request a meeting with you at your earliest convenience. You have not yet met
with us, and in light of recent developments we believe it is especially
important to the Company and its stockholders that such a meeting be scheduled
promptly.
Specifically, as you know, a third party, Steel Partners II, L.P., has
publicly announced an unsolicited conditional proposal to acquire the Company
for $3.00 per share. We sincerely think, as we have previously stated, that we
can make a contribution to the Company and to enhancing shareholder value. We
believe that when we meet with you we will be in a position to discuss
productively potential alternatives for the Company and its stockholders in the
present situation.
In particular, those alternatives would include an offer by us to acquire
the Company on terms which, based on the information available to us, would be
at least comparable to the terms proposed by Steel Partners.
We believe that now, more than ever, time is of the essence in scheduling
a meeting with us and exploring these pressing matters. With every passing day,
the Company expends substantial additional sums, the Company's perceived value
declines, and the Company's alternatives and prospects are correspondingly
reduced.
It is in the vital interests of the Company and its stockholders that you
meet with us promptly, and we repeat our request for such a meeting now as a
matter of urgency.
We look forward to hearing from you.
Sincerely,
/s/ Seymour Holtzman
------------------------------
Seymour Holtzman
Chairman
/s/ James Mitarotonda
-------------------------------
James Mitarotonda
President and Chief Executive Officer
MUSICMAKER.COM, INC.
cc: The Board of Directors
Liquid Audio, Inc.
Mark L. Reinstra, Esq.