UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
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 5, 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 and Amendment No. 2
thereto dated January 4, 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 5, 2001, BCG filed with the Securities and Exchange
Commission a Schedule 14A containing a Preliminary Consent Solicitation
Statement (the "Preliminary Statement") pursuant to which BCG is soliciting the
written consent of the stockholders of musicmaker.com to take certain actions,
including
(i) the amendment of the By-laws of musicmaker.com (a) to set the
number of directors at fifteen and (b) to authorize only stockholders to
fill vacancies on the board of directors created by an increase in the
number of board seats effected through a stockholder consent solicitation,
(ii) the election of eight individuals, including James
Mitarotonda and Seymour Holtzman, to the board of directors of
musicmaker.com, and
(iii) the repeal of any By-laws adopted by the board of directors of
musicmaker.com subsequent to February 17,1999.
BCG also delivered to musicmaker.com BCG's signed written consent
with respect to the proposed actions set forth in the Preliminary Statement and
a demand letter requesting a list of musicmaker.com's stockholders, a copy of
which is attached hereto as Exhibit 5.
II. Item 7 of the Schedule 13D, "Material to be Filed as
Exhibits," is amended by adding the following exhibits:
4. Preliminary Consent Solicitation Statement (incorporated by
reference to the Schedule 14A filed by BCG Strategic Investors,
LLC and others with the Securities and Exchange Commission on
January 5, 2001).
5. Demand letter dated January 5, 2001 from BCG to 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 5, 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
