-----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, Af2L0QVQpSIurAH7ejy28lRi1OU7bC1cgy2CkCIjX+y1x96qk/56kMxN6k/w7dEq yO+ZzeR/STiFTQzPHL73IQ== 0000922423-02-000854.txt : 20020802 0000922423-02-000854.hdr.sgml : 20020802 20020802170416 ACCESSION NUMBER: 0000922423-02-000854 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020802 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: 02718636 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: 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 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 SC 13D/A 1 kl08003_sc13d-a.txt SCHEDULE 13D AMENDMENT NO. 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No.14) 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 30, 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. 14 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. ("MM Companies"), 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 4 of the Schedule 13D, "Purpose of Transaction," is amended by adding the following: On July 30, 2002, MM Companies sent a letter to Robert G. Flynn, Secretary of the Company, and Gerald W. Kearby, President and Chief Executive Officer of the Company, requesting, pursuant to Section 220 of the Delaware General Corporation Law, that the Company permit MM Companies to inspect and make copies of a complete list of the Company's stockholders and related materials. On July 31, 2002, MM Companies notified the Court of Chancery in the State of Delaware In and For New Castle County that it was withdrawing its previously filed motions for expedited proceedings and injunctive relief in connection with its pending lawsuit against the Company, its board of directors and Alliance Entertainment Corp. MM Companies indicated to the Court of Chancery that it intended to amend its existing complaint in such pending action. On August 2, 2002, MM Companies issued a press release, a copy of which is attached hereto as Exhibit 99.22. Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," is amended by adding the following: 99.22 Press Release of MM Companies dated August 2, 2002. -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: August 2, 2002 MM COMPANIES, INC. By /s/ James A. Mitarotonda -------------------------------- Name: James A. Mitarotonda Title: President and Chief Executive Officer JEWELCOR MANAGEMENT, INC. By /s/ Richard Huffsmith ---------------------------------- Name: Richard Huffsmith Title: Vice President and General Counsel 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 kl08003_ex99-22.txt EXHIBIT 99.22 PRESS RELEASE Exhibit 99.22 FOR IMMEDIATE RELEASE For Information Contact: James Mitarotonda (212) 974-5701 MM COMPANIES, INC. CONTINUES LAWSUIT AGAINST LIQUID AUDIO, INC. NEW YORK, NY -- August 2, 2002 -- MM Companies, Inc. (formerly known as musicmaker.com, Inc.) confirmed today that it is continuing its lawsuit against Liquid Audio, Inc., the directors of Liquid Audio, Inc. and Alliance Entertainment Corp. James Mitarotonda, the President and Chief Executive Officer of MM Companies, Inc., said, "We feel compelled to issue this press release as a result of the misleading statements contained in Liquid Audio's August 1, 2002 press release. Liquid Audio's press release could lead its shareholders to believe that MM Companies approves of the proposed merger with Alliance Entertainment, that we dismissed our lawsuit against Liquid Audio, and that we did so based on a letter from Liquid Audio to the Court. Nothing is further from the truth. MM Companies still strongly opposes the proposed merger with Alliance Entertainment. Although we decided to withdraw our motions for expedited proceedings and a preliminary injunction, MM Companies intends to continue the litigation and amend its complaint to allege claims for, among other things, breach of fiduciary duty against the individual members of Liquid Audio's Board of Directors relating to their conduct in connection with the proposed merger. In our opinion, the termination fee and tender offer provisions contained in the merger documents are outrageous." Mr. Mitarotonda also stated, "Contrary to the implication in Liquid Audio's press release, we had not received any opposition papers from Liquid Audio, and could not have been influenced by any of the arguments made by Liquid Audio, when we forwarded our letter to the Court withdrawing these motions." MM Companies also intends to go forward with its efforts to elect its nominees to the Liquid Audio Board at the September 26, 2002 Annual Meeting. # # # -4- -----END PRIVACY-ENHANCED MESSAGE-----