UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. __)*
musicmaker.com, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
62757C108
----------------------------------------------------------
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
* 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>
CUSIP No. 62757C108 13G Page 2 of 5 Pages
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Virgin Holdings, Inc.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
2 (b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 12,098,663
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
7 SOLE DISPOSITIVE POWER
12,098,663
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,098,663
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
39.50%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
ITEM 1
(a) Name of Issuer
musicmaker.com, Inc.
(b) Address of Issuer's Principal Executive Offices
1831 Wiehle Avenue
Suite 128
Reston, Virginia 20190
ITEM 2
(a) Name of Persons Filing
Virgin Holdings, Inc.
(b) Address of Principal Business Office or, if none, residence
2751 Centerville Road
Suite 205
Wilmington, DE 19808
(c) Citizenship
Delaware
(d) Title of Class of Securities
Common Stock, par value $.01 per share
(e) CUSIP Number
62757C108
ITEM 3 This statement is not filed pursuant to Rule 13d-1(b) or
13d-2(b).
ITEM 4 Ownership
(a) Amount Beneficially Owned:
12,098,663 shares
(b) Percent of Class:
39.50%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
12,098,663
(ii) Shared power to vote or to direct the vote:
0
<PAGE>
(iii) Sole power to dispose or to direct the
disposition of:
12,098,663
(iv) Shared power to dispose or to direct the
disposition of:
0
ITEM 5 Ownership of Five Percent or Less of a Class
Not applicable.
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
Not applicable.
<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.
Date: November 12, 1999
VIRGIN HOLDINGS, INC.
By: /s/ Susan Feingold
-----------------------------------
Name: Susan Feingold
Title: Secretary
