EXHIBIT 6
BCG Strategic Investors, LLC
c/o Barington Capital Group, L.P.
888 Seventh Avenue, 17th Floor
New York, New York 10019
January 8, 2001
musicmaker.com, Inc.
1740 Broadway
23rd Floor
New York, New York 10019
Attention: Devarajan S. Puthukarai
Chairman, Chief Executive Officer and
President
Gentlemen:
We have reviewed your press release dated January 8, 2001 announcing
that musicmaker.com, Inc. has purported to amend its by-laws with respect to
setting the record date for stockholder action. We call your attention to
Section 109 of the General Corporation Law of the State of Delaware which
provides that, following the time that a corporation has received payment for
any of its stock, the power to adopt, amend or repeal by-laws resides in the
stockholders, and that the board of directors may amend the by-laws only if the
corporation, in its certificate of incorporation, confers that power upon the
directors. The certificate of incorporation of musicmaker.com, Inc. does not
contain such a provision. Since no stockholder vote was taken to amend the
by-laws, the action purportedly taken was null and void.
We assume that the purported amendment was made in error and that
musicmaker.com will promptly disclose this fact.
If you wish to discuss this, please call me at (212) 974-5701.
Very truly yours,
/s/ James Mitarotonda
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James Mitarotonda
