UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No.11)
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.
(Name of Issuer)
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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)
June 13, 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. 11 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 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, 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 4 of the Schedule 13D, "Purpose of Transaction," is amended by adding
the following:
On June 14, 2002, musicmaker amended its existing complaint filed against
the Company in the Court of Chancery of the State of Delaware In and For New
Castle County pursuant to Section 211 of the Delaware General Corporation Law to
seek an order to compel the Company to hold its 2002 annual meeting of
stockholders on July 1, 2002. On the same date, musicmaker sent a letter to Eric
Weisman, President and CEO of Alliance Entertainment Corp., a copy of which is
attached hereto as Exhibit 99.17, and a letter to Ann Winblad, a member of the
Company's board of directors, a copy of which is attached hereto as Exhibit
99.18.
Earlier, on June 13, 2002, musicmaker sent a letter to Gerald W.Kearby,
President and Chief Executive Officer of the Company, a copy of which is
attached hereto as Exhibit 99.19.
Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," is amended
by adding the following:
99.17 Letter dated June 14, 2002 from musicmaker to Eric Weisman,
President and CEO of Alliance Entertainment Corp.
99.18 Letter dated June 14, 2002 from musicmaker to Ann Winblad, a
member of the board of directors of the Company.
99.19 Letter dated June 13, 2002 from musicmaker to Gerald W.
Kearby, President and Chief Executive Officer of the Company.
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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: June 17, 2002
MUSICMAKER.COM, INC.
By /s/ James A. Mitarotonda
-------------------------------------
Name: James A. 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. 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
------------------------------------
Name: Marran Ogilvie
Title: Authorized Signatory
DOMROSE SONS PARTNERSHIP
By /s/ James A. Mitarotonda
-----------------------------------
Name: James A. Mitarotonda
Title: Partner
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