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.