UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No.13)
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 23, 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
This Amendment No. 13 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 23, 2002, MM Companies filed an action against the Company ,its
board of directors and Alliance Entertainment Corp. in the Court of Chancery of
the State of Delaware In and For New Castle County seeking injunctive and other
relief with respect to the consummation of the proposed merger between the
Company and Alliance Entertainment Corp., the effectuation and enforcement of
the merger agreement between the Company and Alliance Entertainment Corp., the
consummation of the Company's proposed self-tender offer, the reduction of the
"trigger" of the Company's stockholder rights plan, and the effectuation and
enforcement of the Company's stockholder rights plan to the extent that it
interferes with the exercise by the Company's stockholders of their right to
vote (collectively, the "Merger Related Actions"). In such action, MM Companies
alleges, among other things, that the Company's board of directors breached its
fiduciary duty by adopting and approving the Merger Related Actions and requests
that the Court of Chancery declare the Merger Related Actions illegal and
invalid or void. MM Companies also alleges that Alliance Entertainment Corp.
aided and abetted the breach of fiduciary duty by the Company's board of
directors. A copy of the complaint is attached hereto as Exhibit 99.21.
Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," is amended
by adding the following:
99.21 Complaint filed July 23, 2002 against Liquid Audio, Inc., its board
of directors and Alliance Entertainment Corp. in the Court of
Chancery of the State of Delaware In and For New Castle County.
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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 26, 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/ Rick Huffsmith
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Name: Rick 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
---------------------------------
Name: James A. Mitarotonda
Title: President and Chief Executive
Officer
RAMIUS SECURITIES, LLC
By: Ramius Capital Group, LLC, its
managing member
By /s/ Marran Ogilvie
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Name: Marran Ogilvie
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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