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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 2, 2002, MM Companies, Inc. issued the following press
release:
FOR IMMEDIATE RELEASE
For Information Contact:
James Mitarotonda (212) 974-5701
MM COMPANIES, INC. CONTINUES LAWSUIT AGAINST LIQUID AUDIO, INC.
NEW YORK, NY -- August 2, 2002 -- MM Companies, Inc. (formerly known as
musicmaker.com, Inc.) confirmed today that it is continuing its lawsuit
against Liquid Audio, Inc., the directors of Liquid Audio, Inc. and Alliance
Entertainment Corp.
James Mitarotonda, the President and Chief Executive Officer of MM Companies,
Inc., said, "We feel compelled to issue this press release as a result of the
misleading statements contained in Liquid Audio's August 1, 2002 press release.
Liquid Audio's press release could lead its shareholders to believe that MM
Companies approves of the proposed merger with Alliance Entertainment, that we
dismissed our lawsuit against Liquid Audio, and that we did so based on a letter
from Liquid Audio to the Court. Nothing is further from the truth. MM Companies
still strongly opposes the proposed merger with Alliance Entertainment. Although
we decided to withdraw our motions for expedited proceedings and a preliminary
injunction, MM Companies intends to continue the litigation and amend its
complaint to allege claims for, among other things, breach of fiduciary duty
against the individual members of Liquid Audio's Board of Directors relating to
their conduct in connection with the proposed merger. In our opinion, the
termination fee and tender offer provisions contained in the merger documents
are outrageous." Mr. Mitarotonda also stated, "Contrary to the implication in
Liquid Audio's press release, we had not received any opposition papers from
Liquid Audio, and could not have been influenced by any of the arguments made by
Liquid Audio, when we forwarded our letter to the Court withdrawing these
motions."
MM Companies also intends to go forward with its efforts to elect its nominees
to the Liquid Audio Board at the September 26, 2002 Annual Meeting.
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