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LIQUID AUDIO, INC.
(Name of Registrant as Specified in Its Charter)
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MM COMPANIES, 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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On September 20, 2002, MM Companies, Inc. issued the following press
release:
FOR IMMEDIATE RELEASE
FOR INFORMATION CONTACT:
Seymour Holtzman (570) 822-6277, ext. 23
James Mitarotonda (212) 974-5701
ISS RECOMMENDS THAT LIQUID AUDIO STOCKHOLDERS ELECT TWO NOMINEES OF THE MM
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COMPANIES GROUP; SAYS THEY WILL MAKE "SOUND ADDITIONS" TO LIQUID AUDIO'S
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BOARD OF DIRECTORS
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NEW YORK, NY - - September 20, 2002 - - MM Companies, Inc. (OTC Bulletin Board:
MMCO) reported today that Institutional Shareholder Services ("ISS"), the
world's leading proxy voting advisory service, has recommended that its clients
vote for the two director nominees nominated by the MM Companies group - James
Mitarotonda and Seymour Holtzman - at the upcoming Annual Meeting of
Stockholders of Liquid Audio, Inc. (NASDAQ: LQID). The meeting is scheduled for
September 26, 2002 at 10:00 a.m.
ISS provides proxy advisory services to institutional investors, mutual funds
and other fiduciaries, and its opinions are highly regarded by the investment
community.
After noting that Liquid Audio's Board of Directors' current plan and past
conduct are being questioned by several large investors, ISS opined:
"...the board has made some questionable moves, such as the addition
of two new directors, the lowering of the [poison] pill's triggering
threshold, and the announcement of a merger on the cusp of a contested
board election. In this context, we believe that the election of two
outside directors would be very healthy for the board, the company, and
shareholders."
ISS also agreed with the MM Companies group's assessment of Liquid Audio's
financial and stock performance, calling it "lackluster", and said that the
election of the two MM Companies group nominees will "...put pressure on the
board to act on the shareholders' behalf." ISS concluded:
"Messrs. Mitarotonda and Holtzman would make sound additions to the
Liquid Audio board based on their experience with financial institutions
and familiarity with the company's line of business."
James Mitarotonda, President and CEO of MM Companies, Inc. remarked: "We are
gratified that an independent and experienced advisor such as ISS has
recommended that Liquid Audio shareholders vote to support our two nominees. We
remain committed to the distribution of $3.00 per share to all shareholders, and
to stopping the senseless cash burn by Liquid Audio's board."
(M O R E . . .)
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MM Companies, Inc.
Page Two (2)
September 20, 2002
The MM Companies group is also soliciting votes on proposals to increase the
size of the board of directors, amend the by-laws to provide that any vacancies
on the board and any newly created directorships may only be filled by a
majority vote of shares, and to elect four additional directors.
Seymour Holtzman, Chairman of MM Companies, Inc. concluded: "While we would have
also liked ISS' support on these issues, ISS is often reluctant to recommend a
change of board control. Nevertheless, we continue to believe strongly that such
a measure is warranted and in the best interest of all Liquid Audio
shareholders."
The MM Companies group urges stockholders to support its nominees and proposals
at the annual meeting by immediately returning the MM Companies group proxy.
Questions regarding voting of proxies or requests for assistance should be
directed to D. F. King & Co., Inc. at (800) 431-9643.
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