UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 5)
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)
December 18, 2001
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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 amends and supplements the Schedule 13D dated September
28, 2001 (the "Schedule"), filed with the Securities and Exchange Commission, as
amended by Amendment No. 1 dated October 18, 2001, Amendment No. 2 dated October
26, 2001, Amendment No. 3 dated November 9, 2001and Amendment No. 4 dated
November 13, 2001, by musicmaker.com, Inc. ("musicmaker"), 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 (the
"Common Stock"), of Liquid Audio, Inc., a Delaware corporation (the "Company").
The principal executive offices of the Company are located at 800 Chesapeake
Drive, Redwood City, California 94063.
Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," is
amended by adding the following:
99.8 Letter to Liquid Audio, Inc. dated December 18, 2001.
99.9 Letter to Liquid Audio, Inc. dated December 20, 2001.
99.10 Press Release dated December 21, 2001.
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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: December 21, 2001
MUSICMAKER.COM, INC.
By /s/ James Mitarotonda
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Name: James Mitarotonda
Title: President and Chief Executive
Officer
JEWELCOR MANAGEMENT, INC.
By /s/ Seymour Holtzman
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Name: Seymour Holtzman
Title: Chairman and Chief Executive
Officer
BARINGTON COMPANIES EQUITY PARTNERS, L.P.
By: Barington Companies Investors,
LLC, its general partner
By /s/ James Mitarotonda
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Name: James Mitarotonda
Title: Manager
RAMIUS SECURITIES, LLC
By: Ramius Capital Group, LLC, its
managing member
By /s/ Peter A. Cohen
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Name: Peter A. Cohen
Title: Manager
DOMROSE SONS PARTNERSHIP
By /s/ James Mitarotonda
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Name: James Mitarotonda
Title: Partner
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