Filed by Liquid Audio, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 13e-4(c) and Rule 14a-12
under the Securities Act of 1934
September 20, 2002
Subject Company: Alliance Entertainment Corp.
Registration Statement Number 33-96925
[LIQUID AUDIO LOGO]
FOR IMMEDIATE RELEASE
LIQUID AUDIO AND STEEL PARTNERS SETTLE LAWSUIT
REDWOOD CITY, Calif. (Sept. 20, 2002) -- Liquid Audio, Inc. (Nasdaq: LQID) today
announced that it has entered into a stipulation in settlement of its lawsuit
against Steel Partners II, L.P. The suit was originally filed on Aug. 21, 2002
in the United States District Court for the Southern District of New York.
The stipulation agreed to by both parties provides that:
1. Steel Partners, including its affiliates and employees, will not issue any
press release or other public dissemination regarding Liquid Audio between the
date of the stipulation and the earlier of the following: (i) the stockholders'
meeting on the proposed merger between Liquid Audio and Alliance Entertainment
Corp.; or (ii) December 31, 2002.
2. Except as provided in paragraph 3 below, the restrictions on Steel Partners
will not apply if (i) Liquid Audio issues any press release or other public
dissemination disparaging or otherwise referencing Steel Partners in a negative
light; (ii) there is a material change in the terms of the proposed merger
between Liquid Audio and Alliance Entertainment Corp. or to the matters to be
voted upon by Liquid Audio's stockholders at either the annual or the special
meeting; or (iii) the merger agreement between Liquid Audio and Alliance
Entertainment Corp. is terminated.
3. In the event of a material change in the terms of the proposed merger between
Liquid Audio and Alliance Entertainment Corp., Steel Partners may issue a press
release which addresses the material change and the effects of such change on
the proposed merger.
4. The Stipulation is not to be construed, in any respect, as an admission or
concession by either party.
5. Upon the execution of this Stipulation, Liquid Audio will dismiss without
prejudice its lawsuit against Steel Partners.
Liquid Audio, Inc. is a leading provider of software, infrastructure and
services for the secure digital delivery of media over the Internet. The Liquid
Audio solution gives content owners, Web sites and companies the ability to
publish, syndicate and securely sell digital media online with copy protection
and copyright management. Using the Liquid(TM) Player software, available for
free download at www.liquidaudio.com, consumers can preview and purchase
downloadable music from hundreds of affiliate Web sites in the Liquid Music
Network(TM).
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Liquid Audio, Liquid Player, Liquid Music Network and the Liquid Audio logo are
trademarks of Liquid Audio, Inc.
For more information, press only:
Kim Strop, Liquid Audio, Inc., (650) 549-2194, email: kstrop@liquidaudio.com
Forward-Looking Statements
All statements made in this release, other than statements of historical fact,
are forward-looking statements. The words "anticipate," "believe," "estimate,"
"expect," "intend," "will," "guidance" and similar expressions typically are
used to identify forward-looking statements. Forward-looking statements are
based on the then-current expectations, beliefs, assumptions, estimates and
forecasts about the businesses of Liquid Audio and Alliance Entertainment Corp.
and the industries and markets in which the companies operate. Those statements
are not guarantees of future performance and involve risks, uncertainties and
assumptions that will be difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or implied by those
forward-looking statements. Factors that may affect Liquid Audio's and Alliance
Entertainment's businesses, financial condition and operating results include
the effects of changes in the economy, consumer spending, the stock market and
the industries in which they operate generally, changes affecting the Internet
and e-commerce, the ability of the companies to maintain relationships with
strategic partners and suppliers, the ability of the companies to timely and
successfully develop, maintain and protect their technology and product and
service offerings and execute operationally and the ability of the companies to
attract and retain qualified personnel. These factors may also include, but are
not limited to, general market conditions, our ability to develop new products
to meet market demand, our ability to successfully combine two geographically
dispersed businesses, our ability to realize synergies of the merger; our
ability to maintain cost controls; the mix of products and services our
customers require and the effects of natural disasters, international conflicts
and other events beyond our control. More information about potential factors
that could affect Liquid Audio can be found in its most recent Form 10-K, Form
10-Q and other reports and statements filed by Liquid Audio with the Securities
and Exchange Commission ("SEC"). Each of Liquid Audio and Alliance Entertainment
expressly disclaims any intent or obligation to update those forward-looking
statements, except as otherwise specifically stated by it.
Additional Information and Where to Find It
Liquid Audio has filed a Registration Statement on SEC Form S-4 in connection
with the merger and plans to file a Tender Offer Statement on Schedule TO in
connection with the offer. Investors and stockholders of Liquid Audio and
Alliance Entertainment are urged to read the Registration Statement and the
Tender Offer Statement carefully when it is available. The Registration
Statement contains important information about the companies, the merger and
related matters. Investors and stockholders will be able to obtain free copies
of these documents through the web site maintained by the SEC at
http://www.sec.gov. Free copies of the Registration Statement and these other
documents may also be obtained from Liquid Audio by directing a request through
the Liquid Audio Web site at http://www.liquidaudio.com or by mail to Liquid
Audio, Inc., Attention: Investor Relations.
In addition to the Registration Statement and the Tender Offer Statement, Liquid
Audio files annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information filed by Liquid Audio at the SEC's public reference rooms at 450
Fifth Street, N.W., Washington, D.C. 20549
or at any of the SEC's other public reference rooms in New York and Chicago.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Liquid Audio's filings with the SEC are also available to the
public from commercial document-retrieval services and at the Web site
maintained by the SEC at http://www.sec.gov.
Interests of Certain Persons in the Merger
The directors and executive officers of Liquid Audio and Alliance Entertainment
have interests in the merger, some of which may differ from, or may be in
addition to, those of the stockholders of Liquid Audio and Alliance
Entertainment generally. A description of the interests that the directors and
executive officers of the companies have in the merger is available in the
Registration Statement.
Solicitation of Proxies
Liquid Audio and Alliance Entertainment, their respective directors, executive
officers and certain other members of their management and employees may be
soliciting proxies from stockholders of Liquid Audio and Alliance Entertainment
in favor of the merger. Information concerning the participants is set forth in
the Registration Statement filed with the SEC.