SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
June 10, 2003
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF 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) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
444,450
8. SHARED VOTING POWER
60,000
9. SOLE DISPOSITIVE POWER
1,282,744_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,282,744
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.53%
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF 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) AND 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
626,301
_________________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
626,301
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
13. PERCENT OF CLASS REPRESENTED BY ROW 11
2.7
14. TYPE OF REPORTING PERSON
IA
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Liquid Audio, Inc.
("LQID"). The principal executive offices of LQID are located at
800 Chesapeake Drive, Redwood City, CA 94063.
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Phillip Goldstein, 60
Heritage Drive, Pleasantville, NY 10570 and Andrew Dakos, 43
Waterford Drive, Montville, NJ 07045.
Phillip Goldstein is a self-employed investment advisor. He is
also President of Kimball and Winthrop, Inc., an investment
advisory firm. Andrew Dakos is President of Elmhurst Capital,
Inc., an investment advisory firm and Managing Member of the
general partner of Full Value Partners L.P., an investment fund.
During the last 5 years neither Mr. Goldstein nor Mr. Dakos has
been convicted in a criminal proceeding, nor been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which they were or are
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
Mr. Dakos and Mr. Goldstein are U.S. citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Mr. Goldstein has accumulated shares of the Issuer on behalf of
accounts that are managed by him. All funds that have been
utilized to purchase such shares are from such accounts or from
margin loans from broker dealers where these accounts are held.
Mr. Dakos has accumulated shares of the Issuer on behalf of
accounts that are managed by him. All funds that have been
utilized to purchase such shares are from such accounts or from
margin loans from broker dealers where these accounts are held.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons have acquired the Company's shares (and may
acquire additional shares in the future) because they believe
that the shares are undervalued. Currently, the Company has no
business plan. The Reporting Persons have communicated to
management their concern that the Company's shares may continue
to be undervalued in the absence of a business plan. The
Reporting Persons will continue to monitor developments at the
Company and may communicate in the future with management.
Although the Reporting Persons have no firm intentions or
specific plans with respect to their investment, they are
concerned about the Company's lack of a business plan. In the
event that an attractive business plan is not presented to
shareholders within a reasonable period of time, the Reporting
Persons may consider alternatives designed to maximize the value
of their investment including proposing that management pursue a
sale or an orderly liquidation of the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. As per the quarterly report for the quarter ended March 31,
2003 there were 23,175,036 shares of LQID outstanding. The
percentage set forth in this item (5a) was derived using such
number.
Mr. Goldstein is deemed to be the beneficial owner of 1,282,744
shares of LQID or 5.53% of the outstanding shares. Mr. Dakos is
deemed to be the beneficial owner of 626,301 shares or 2.7% of
the outstanding shares.
b. Power to dispose of securities resides solely with Mr.
Goldstein for 1,282,744 shares. Power to vote securities resides
solely with Mr. Goldstein for 444,450 shares and jointly for
60,000 shares. Power to dispose of securities resides solely with
Mr. Dakos for 626,301 shares.
c. During the last sixty days the following shares of common
stock were purchased or sold:
(Dates are settlement dates)
Shares Purchased:
6/24/03 60,000 @ .34
6/23/03 28,500 @ .34
6/20/03 75,250 @ .34
6/19/03 161,000 @ .3383
6/18/03 30,000 @ .34
6/17/03 120,000 @ .34
6/16/03 227,000 @ .3396
6/13/03 85,000 @ .3264
6/12/03 65,500 @ .325
6/11/03 90,000 @ .3245
6/10/03 115,000 @ .3230
4/25/03 43,694 @ .3
4/24/03 20,000 @ .3
4/23/03 40,000 @ .3
Shares Sold:
6/9/03 75,600 @ .5313
d. Beneficiaries of accounts managed by Mr. Goldstein and Mr.
Dakos are entitled to receive any dividends or sales proceeds.
e. NA
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Joint Filing Agreement
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 6/20/03
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Andrew Dakos
Name: Andrew Dakos
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1 (k) (1) under the Securities
Exchange Act of 1934, as amended, the persons named below agree
to the joint filing on behalf of each of them of the Schedule 13D
(and all further amendments filed by them) with respect to the
shares of LQID.
Dated: 6/20/03
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /s/ Andrew Dakos
Name: Andrew Dakos