SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. __)(1)
musicmaker.com, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
62757C108
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(CUSIP Number)
08/25/99
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|_| Rule 13d-1 (b)
|X| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 5 Pages
<PAGE>
CUSIP No. 62757C108 SCHEDULE 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Zomba Record Holdings B.V.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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5 SOLE VOTING POWER
1,937,008
--------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,937,008
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,937,008
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
<PAGE>
Item 1 (a). Name of Issuer:
musicmaker.com, Inc.
Item 1 (b). Address of Issuer's Principal Executive Offices:
1831 Wiehle Avenue, Reston, VA 20190
Item 2 (a). Name of Person Filing:
Zomba Record Holdings B.V.
Item 2 (b). Address of Principal Business Office or, if None, Residence:
Hoefloo 24, 2151 EB Laren, The Netherlands
Item 2 (c). Citizenship:
The Netherlands
Item 2 (d). Title of Class of Securities:
Common Stock, $0.01 par value
Item 2 (e). CUSIP Number:
62757C108
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) |_| Broker and dealer registered under Section 15 of the
Exchange Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) |_| Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) |_| Investment company registered under Section 8 of the
Investment Company Act.
(e) |_| An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 3 of 5 Pages
<PAGE>
If this statement is filed pursuant to Rule 13d-1(c), check this
box. |X|
Item 4. Ownership
(a) The Reporting Person beneficially owns 1,937,008 shares of
Common Stock, par value $0.01 per share, of the Issuer ("Common
Stock").
(b) The 1,937,008 shares of Common Stock held beneficially by the
Reporting Person represents approximately 6.3% of the total shares
of Common Stock issued and outstanding.
(c) Number of Shares as to which the Reporting Person has:
(i) sole power to vote or direct the vote: 1,937,008;
(ii) shared power to vote or to direct the vote: 0;
(iii) sole power to dispose or direct the disposition of:
1,937,008; and
(iv) shared power to dispose or to direct the disposition of:
0.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following |_|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
The Security Being Reported on By The Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Page 4 of 5 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
9/1/99
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(Date)
/s/ Eric Milders
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(Signature)
Eric Milders
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Director/Authorized Executive Officer
Page 5 of 5 Pages