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.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
53631T102000
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(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
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
July 16, 2002
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(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
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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.
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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
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Name: James A. Mitarotonda
Title: President and Chief Executive
Officer
JEWELCOR MANAGEMENT, INC.
By /s/ Seymour Holtzman
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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
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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
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Name: Jeffrey M. Solomon
Title: Authorized Signatory
DOMROSE SONS PARTNERSHIP
By /s/ James A. Mitarotonda
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Name: James A. Mitarotonda
Title: Partner
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