SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)).
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12.
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LIQUID AUDIO, INC.
(Name of Registrant as Specified in Its Charter)
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MUSICMAKER.COM, INC.,
JEWELCOR MANAGEMENT, INC., BARINGTON COMPANIES EQUITY PARTNERS, L.P., RAMIUS
SECURITIES, LLC, DOMROSE SONS PARTNERSHIP,
JAMES A. MITAROTONDA and SEYMOUR HOLTZMAN
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
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FELLOW LIQUID AUDIO
SHAREHOLDERS
ATTENTION!
From: The musicmaker.com group
STOP! - LOOK! - READ!
STOP! When you receive your Liquid Audio, Inc. proxy materials...STOP! DO NOT
sign and return management's proxy card.
LOOK! In the coming days, LOOK for proxy materials from the musicmaker.com
group. The group's proxy materials will contain important information regarding
our nominees for director, our platform, other proposals and your proxy card.
READ! Please READ the information in the musicmaker.com group's proxy materials
concerning management's wasting of our Company's assets in pursuit of a business
plan that we believe is not viable.
Under current management, Liquid Audio has devoted five years and spent $103
million of your money and only achieved revenues of $136,000 in the most recent
quarter!
The musicmaker.com group owns approximately 6.9% of the outstanding shares of
stock and is outraged by this senseless depletion of our Company's assets. You
should be too. In what we believe is in the best interest of all Liquid Audio
shareholders, the musicmaker.com group wants representation and/or control of
the Company's board of directors and is nominating outstanding individuals who
are committed to one goal . . .
Maximization of value for all stockholders! Ordinarily, only two directors would
be eligible for election this year and we have nominated Seymour Holtzman and
James Mitarotonda for these board seats.
Furthermore, as you will read in our proxy materials, we are also asking for
your help to amend the Company's by-laws so that all six of our nominees may be
elected to the board of directors. This is a difficult task because the vote of
66 2/3% of all outstanding shares is required to amend the by-laws... We will
need the vote of each shareholder. Without your support we may not be able to
achieve our goals for all stockholders.
If our nominees are elected, they intend to take immediate steps to
substantially eliminate the Company's cash drain, stabilize the deterioration in
stockholder equity and terminate the Company's failed business plan. In January
2001, Mr. Holtzman and Mr. Mitarotonda obtained control of musicmaker.com (OTC
Bulletin Board "HITS") and implemented the above actions. musicmaker.com then
distributed a portion of the company's cash to shareholders.
We urge you not to support the current board which we believe is squandering the
Company's cash in pursuit of a business plan which is clearly not viable. Do not
return any proxy card that has been furnished to you by the Company's current
management.
Time is of the essence and
your vote is important!
When you receive our materials,
we urge you to review them and then sign
and return the enclosed proxy card immediately.
Your vote in Liquid Audio does matter! Please . . . STOP, LOOK and READ our
proxy materials before you cast your vote. This year you have the opportunity to
make a difference in the future of your Company. You can bring a positive change
to Liquid Audio, which, we are sure you will agree, is long overdue.
Sincerely,
The musicmaker.com group
James A. Mitarotonda Seymour Holtzman
212-974-5701 570-822-6277
P.S. You may also call our proxy soliciting firm D.F. King & Co. at 800-488-8095
or Jeffrey Unger, musicmaker.com, Investor Relations at 561-672-4713 if you have
any questions.
Information Regarding the musicmaker.com, Inc. group
The following is a list of the names and stockholdings, if any, of persons who
may be deemed to be "participants" in any solicitation that the musicmaker.com,
Inc. group may make in the future with respect to the shares of Liquid Audio,
Inc.: Jewelcor Management, Inc., a Nevada corporation, beneficially owns 475,500
shares of the Company's outstanding common stock; musicmaker.com, Inc., a
Delaware corporation, beneficially owns 655,900 shares of the Company's
outstanding common stock, Barington Companies Equity Partners, L.P., a Delaware
limited partnership, beneficially owns 339,200 shares of the Company's
outstanding common stock, Ramius Securities, LLC,a Delaware limited liability
company, beneficially owns 89,500 shares of the Company's outstanding common
stock and Domrose Sons Partnership, a New York partnership, beneficially owns
8,000 shares of the Company's common stock. Barington Companies Investors, LLC
is the general partner of Barington Companies Equity Partners, L.P. James
Mitarotonda is the managing member of Barington Companies Investors, LLC. The
Managing Member of Ramius Capital Group, LLC is C4S, LLC, a Delaware limited
liability company. Each of Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
is a managing member of C4S, LLC. Each of James Mitarotonda, Mario Mitarotonda
and Mike Mitarotonda is a partner in Domrose Sons Partnership. Seymour Holtzman
and James Mitarotonda may also be deemed to be participants but do not
individually own any common stock of the Company. When the musicmaker.com, Inc.
group engages in the solicitation with respect to the shares of Liquid Audio,
Inc. it will prepare and disseminate a proxy statement with respect to this
solicitation. Stockholders should read this proxy statement if and when it
becomes available because it will contain important information. Stockholders
will be able to obtain copies of the proxy statement, related materials and
other documents filed with the Securities and Exchange Commission on the
Commission's web site at http//:www.sec.gov. without charge when these documents
become available. Stockholders will also be able to obtain copies of such proxy
statement and related materials without charge, when available, from
musicmaker.com, Inc. by oral or written request to: musicmaker.com, Inc.
Attention: James Mitarotonda 888 Seventh Avenue, 17th floor, New York, New York
10019. For more information please contact James Mitarotonda (212) 974-5430 or
our proxy soliciting firm D.F. King & Co. at 800-488-8095.