SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)).
[ ] Definitive Proxy Statement [ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12.
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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 August 22, 2002, MM Companies, Inc. issued the following press
release:
MM Companies, Inc. Responds to Liquid Audio, Inc. Lawsuit
NEW YORK, Aug. 22 /PRNewswire-FirstCall/ -- The following was issued today by
MM Companies, Inc. (OTC Bulletin Board: MMCO):
We are very disappointed to find that Liquid Audio's management is once again
attempting to impede the stockholder meeting process which we have tried for
months to set in motion. The lawsuit Liquid Audio management filed yesterday
appears to us to be another effort to deny Liquid Audio shareholders a fair
chance, finally, to have a voice in the future of their company. We believe
that management's motion in court for a preliminary injunction against our
solicitation of votes in opposition to management at the September 26 Annual
Meeting is without merit, and we will contest it vigorously.
Over the past ten months, Liquid Audio management has rejected out of hand
our repeated proposals to acquire ownership of Liquid Audio, our requests to
add directors to the Board and our demands for a stockholder meeting. We had
to go to Delaware court to force the 2002 Annual Meeting to be scheduled,
only to find that after finally scheduling a meeting for July 1, management
maneuvered to delay the meeting still further, until September 26.
Now, with the meeting finally approaching, management has turned to other
tactics. Their eleventh-hour lawsuit is based principally on Investment
Company Act matters we ourselves publicly discussed in our 2001 Annual
Report, and they now purport to seek expedited relief from the court with
respect to proxy material which we first publicly filed with the SEC in May
and last supplemented in a further filing two weeks ago.
Our position is simple -- Liquid Audio's future should be decided by its
shareholders on the basis of full and fair disclosure of the matters material
to their decision, and the shareholders should be permitted to vote now.
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