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.
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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
(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
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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.
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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: August 2, 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/ Richard Huffsmith
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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
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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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