UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
Under the Securities Exchange Act of 1934
musicmaker.com, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
62757C108
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(CUSIP Number)
James Mitarotonda
BCG Strategic Investors, LLC
888 Seventh Avenue
17th Floor
New York, New York 10019
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
January 12, 2001
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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 ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box: |_|
<PAGE>
Introduction.
This amends and supplements the Schedule 13D dated December 18, 2000, as
amended by Amendment No. 1 thereto dated December 19, 2000, Amendment No. 2
thereto dated January 4, 2001, Amendment No. 3 thereto dated January 5, 2001
and Amendment No. 4 thereto dated January 8, 2001 (the "Schedule"), filed with
the Securities and Exchange Commission by BCG Strategic Investors, LLC ("BCG"),
Barington Capital Group, L.P., Barington Companies Equity Partners, L.P. and dot
com Investment Corporation with respect to the common stock, $.01 par value, of
musicmaker.com, Inc., a Delaware corporation ("musicmaker.com").
I. Item 4 of the Schedule 13D, "Purpose of Transaction," is
amended and supplemented by adding the following:
On January 12, 2001, musicmaker.com, BCG, Barington Capital Group,
L.P., Barington Companies Equity Partners, L.P. and dot com Investment
Corporation entered into a settlement agreement pursuant to which BCG and its
affiliates agreed to withdraw their consent solicitation, musicmaker.com agreed
to appoint Seymour Holtzman, James Mitarotonda and Joseph Wright, Jr. to
musicmaker.com's board of directors, Mr. Holtzman will become chairman of the
Board of musicmaker.com and effective as of January 18, 2001, Mr. Mitarotonda
will become Chief Executive Officer and President of musicmaker.com. A copy of
the settlement agreement will be filed by amendment hereto.
On January 16, 2001, musicmaker.com issued a press release
announcing the matters contained in the settlement agreement, a copy of which is
attached hereto as Exhibit 8.
II. Item 7 of the Schedule 13D, "Material to be Filed as
Exhibits," is amended by adding the following exhibit:
8. Press release dated January 16, 2001 issued by musicmaker.com.
<PAGE>
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: January 19, 2001
BCG STRATEGIC INVESTORS, LLC
By /s/ James Mitarotonda
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Name: James Mitarotonda
Title: Manager
BARINGTON CAPITAL GROUP, L.P.
By: LNA Capital Corp., its general
partner
By /s/ James Mitarotonda
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Name: James Mitarotonda
Title: Chairman, President and C.E.O.
BARINGTON COMPANIES EQUITY PARTNERS, L.P.
By: Barington Companies Investors, LLC
By /s/ James Mitarotonda
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Name: James Mitarotonda
Title: Manager
DOT COM INVESTMENT CORPORATION
By: /s/ Seymour Holtzman
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Name: Seymour Holtzman
Title: President
