UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Fairmarket, Inc.
----------------
(Name of Issuer)
Common Stock, $.001 par value
-----------------------------
(Title of Class of Securities)
305158107
---------
(CUSIP Number)
Mr. James Mitarotonda
c/o Barington Capital Group, L.P.
888 Seventh Avenue, 17th Floor
New York, N.Y. 10019
(212) 974-5700
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 25, 2002
-----------------
(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 Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: |_|.
Page 1 of 21 pages
Exhibit Index appears on page 9
SCHEDULE 13D
CUSIP No. 53631T102000
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JHC Investment Partners, LLC 02-0549501
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) |_|
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
WC
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7) SOLE VOTING POWER
NUMBER OF 3,485,500
SHARES ____________________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH ____________________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 3,485,500
WITH ____________________________________________________________
10) SHARED DISPOSITIVE POWER
none
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,485,500
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
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14) TYPE OF REPORTING PERSON
OO
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SCHEDULE 13D
CUSIP No. 53631T102000
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
musicmaker.com, Inc. 54-1811721
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) |_|
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3) SEC USE ONLY
------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC
------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 500
SHARES ____________________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH ____________________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 500
WITH ____________________________________________________________
10) SHARED DISPOSITIVE POWER
none
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500
------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1.0%
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14) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 53631T102000
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jewelcor Management, Inc. 23-2331228
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) |_|
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3) SEC USE ONLY
------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC
------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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7) SOLE VOTING POWER
NUMBER OF 500
SHARES ____________________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH ____________________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 500
WITH ____________________________________________________________
10) SHARED DISPOSITIVE POWER
none
------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500
------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1.0%
------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 53631T102000
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barington Companies Equity Partners, L.P. 13-4088890
------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) |_|
------------------------------------------------------------------------------
3) SEC USE ONLY
------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC
------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 18,000
SHARES ____________________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH ____________________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 18,000
WITH ____________________________________________________________
10) SHARED DISPOSITIVE POWER
none
------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,000
------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
PN
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Item 1. Security and Issuer.
-------------------
This Statement on Schedule 13D (the "Schedule 13D") relates to the
common stock, $.001 par value (the "Common Stock"), of Fairmarket Inc., a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 500 Unicorn Park Drive, Woburn, Massachusetts 01801.
Item 2. Identity and Background.
-----------------------
(a) - (c) This Schedule 13D is being filed by JHC Investment
Partners, LLC, musicmaker.com, Inc., Jewelcor Management, Inc. and Barington
Companies Equity Partners, L.P. (collectively, the "Reporting Entities").
JHC Investment Partners, LLC is a Delaware limited liability company
formed for the purpose of seeking to acquire an interest in the Company. The
address of the principal business and principal offices of JHC Investment
Partners, LLC is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th
Floor, New York, New York 10019. Barington Companies Equity Partners, L.P.,
musicmaker.com, Inc. and Jewelcor Management, Inc. are among the members of JHC
Investment Partners, LLC. (Other members include Ramius Capital Group, LLC,
Ramius Halifax Partners, L.P., Wynnefield Partners Small Cap Value, L.P.,
Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value
Offshore Fund, Ltd. and UV Equities LLC.)
The managing member of JHC Investment Partners, LLC is Barington
Capital Group, L.P. Barington Capital Group, L.P. is a Delaware limited
partnership formed to engage in the business of acquiring, holding and
disposing of investments in various companies. The address of the principal
business and principal office of Barington Capital Group, L.P. is 888 Seventh
Avenue, 17th Floor, New York, New York 10019. The general partner of
Barington Capital Group, L.P. is LNA Capital Corp., a Delaware corporation.
The address of the principal business and principal offices of LNA Capital
Corp. is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor,
New York, New York 10019. The officers and directors of LNA Capital Corp.
and their principal occupations and business addresses are set forth on
Schedule I and incorporated by reference in this Item 2.
musicmaker.com, Inc. (OTC BB: HITS) is a Delaware corporation
that was formerly engaged in the business of marketing customized compact
discs over the internet and is presently exploring alternative business
opportunities. The address of the principal business and principal offices
of musicmaker.com, Inc. is c/o Barington Capital Group, L.P., 888 Seventh
Avenue, 17th Floor, New York, New York 10019. The officers and directors of
musicmaker.com, Inc. and their principal occupations and business addresses
are set forth on Schedule II and incorporated by reference in this Item 2.
Jewelcor Management, Inc. is a Nevada corporation primarily
engaged in investment and management services. The address of the principal
business and principal offices of Jewelcor Management, Inc. is 100 North
Wilkes Barre Blvd., Wilkes Barre, Pennsylvania 18702. The officers and
directors of Jewelcor Management, Inc. and their principal occupations and
business addresses are set forth on Schedule III and incorporated by
reference in this Item 2.
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Barington Companies Equity Partners, L.P. is a Delaware limited
partnership formed to engage in the business of acquiring, holding and disposing
of investments in various companies. The address of the principal business and
principal offices of Barington Companies Equity Partners, L.P. is 888 Seventh
Avenue, 17th Floor, New York, New York 10019.
The general partner of Barington Companies Equity Partners, L.P. is
Barington Companies Investors, LLC. Barington Companies Investors, LLC is a
Delaware limited liability company formed to be the general partner of Barington
Companies Equity Partners, L.P. The address of the principal business and
principal offices of Barington Companies Investors, LLC is 888 Seventh Avenue,
17th Floor, New York, New York 10019. James Mitarotonda is the managing member
of Barington Companies Investors, LLC. The business address of Mr. Mitarotonda
is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York,
New York 10019.
(d) - (e) During the last five years, none of the Reporting Entities
or any other person identified in response to this Item 2 was convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction nor as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
(f) Each natural person identified in Item 2 is a citizen of
the United States.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
All Common Stock owned by JHC Investment Partners, LLC was purchased
pursuant to an Order of the United States Bankruptcy Court and U.S.C. ss.ss.
105, 363, 365 and 1146(c), whereby the Court approved the sale of the Company's
Common Stock to JHC Investment Partners, LLC from At Home Corporation, a
Delaware corporation. The amount of funds expended by JHC Investment Partners,
LLC for the purchase was $3,311,225, funded by capital.
All purchases of Common Stock by musicmaker.com, Inc., Jewelcor
Management, Inc. and Barington Companies Equity Partners, L.P. were made in
the open market and were funded by working capital, which may, at any given
time, include margin loans made by brokerage firms in the ordinary course of
business. The amount of the funds expended by the Reporting Persons for such
purchases was $570.00 by musicmaker.com, Inc.; $570.00 by Jewelcor
Management, Inc.; and $21,320.00 by Barington Companies Equity Partners, L.P.
Item 4. Purpose of Transaction.
----------------------
Each of the Reporting Entities acquired beneficial ownership of the
shares of Common Stock to which this Schedule 13D relates for investment
purposes and to obtain a significant equity interest in the Company.
Each of the Reporting Entities may acquire additional shares or
other securities of the Company or sell or otherwise dispose of any or all of
the shares or other securities of the
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Company beneficially owned by it. The Reporting Entities may take any other
action with respect to the Company or any of its debt or equity securities in
any manner permitted by law.
On February 22, 2002, musicmaker.com, Inc., sent a letter to the
Company, a copy of which is attached hereto as Exhibit 1, informing the
Company's Board of Directors of its intention to nominate Joseph R. Wright, Jr.
as a director to replace the current Class II director on the Company's Board of
Directors whose term expires at the Company's 2002 Annual Meeting, and
requesting a list of stockholders of the Company and other specified information
in accordance with Delaware law. By letter dated March 1, 2002, the Company's
counsel replied on behalf of the Company agreeing to furnish the requested
information on the basis described in that letter.
Except as set forth in this Item 4, none of the Reporting Entities
have any present plans or proposals that relate to or would result in any of the
actions specified in clauses (a) through (j) of the instructions to Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of the date hereof, the Reporting Entities own an aggregate
of 3,504,500 shares of Common Stock, representing approximately 12.1% of the
outstanding shares of Common Stock based upon the 29,019,455 shares of Common
Stock reported by the Company to be issued and outstanding as of October 25,
2001 in its Quarterly Report on Form 10-Q for the quarter ended September 30,
2001; JHC Investment Partners, LLC beneficially owns an aggregate of 3,485,500
shares of Common Stock, representing approximately 12.0% of the outstanding
shares of Common Stock; musicmaker.com, Inc. beneficially owns an aggregate of
500 shares of Common Stock, representing less than 1.0% of the outstanding
shares of Common Stock; Jewelcor Management, Inc. beneficially owns an aggregate
of 500 shares of Common Stock, representing less than 1.0% of the outstanding
shares of Common Stock; and Barington Company Equities Partners, L.P.
beneficially owns an aggregate of 18,000 shares of Common Stock, representing
less than 1% of the outstanding shares of Common Stock.
(b) Each of the Reporting Entities has sole voting and dispositive
power over the shares of Common Stock beneficially owned by such Reporting
Entity.
(c) Except as set forth above or in the attached Schedule IV, no
person identified in Item 2 hereof has effected any transaction in shares of
such Common Stock during the 60 days preceding the date hereof.
(d) Not applicable.
(e) Not applicable.
8
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
-------------------------------------------------------------
Pursuant to an Order of the United States Bankruptcy Court for the
Northern District of California, San Francisco Division, dated February 25,
2002, JHC Investment Partners, LLC acquired the right to purchase 3,485,500
shares of the Company's Common Stock from At Home Corporation, a Delaware
corporation, for $3,136,950. On February 27, 2002, JHC Investment Partners, LLC
purchased such shares.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit No. Description
----------- -----------
1. Agreement of Joint Filing among JHC Investment Partners, LLC,
musicmaker.com, Inc., Jewelcor Management, Inc. and Barington
Companies Equity Partners, L.P. and dated March 7, 2002.
2. Letter to the Company dated February 22, 2002.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Schedule 13D is true, complete and correct.
Dated: March 7, 2002
JHC INVESTMENT PARTNERS, LLC
By Barington Capital Group, L.P., its Managing Member
By LNA Capital Corp., its General Partner
By /s/ James A. Mitarotonda
---------------------------------
Name: James A. Mitarotonda
Title: Chief Executive Officer
MUSICMAKER.COM, INC.
By /s/ James A. Mitarotonda
---------------------------------
Name: James A. Mitarotonda
Title: President and Chief Executive Officer
JEWELCOR MANAGEMENT, INC.
By /s/ Seymour Holtzman
----------------------------------
Name: Seymour Holtzman
Title: Chairman and Chief Executive Officer
BARINGTON COMPANIES EQUITY PARTNERS, L.P.
By Barington Companies Investors, LLC, its general
partner
By /s/ James A. Mitarotonda
----------------------------------
Name: James A. Mitarotonda
Title: President and Chief Executive Officer
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SCHEDULE I
Directors and Officers of LNA Capital Corp.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
James A. Mitarotonda, Chairman and Chief c/o Barington Capital Group, L.P.
Chairman, President and Executive Officer, 888 Seventh Avenue, 17th Floor
Chief Executive Officer Barington Capital New York, New York 10019
Group, L.P.
11
SCHEDULE II
Directors and Officers of musicmaker.com, Inc.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
James A. Mitarotonda, Chairman and Chief c/o Barington Capital Group, L.P.
President, Chief Executive Officer, 888 Seventh Avenue, 17th Floor
Executive Officer and Barington Capital New York, New York 10019
Director Group, L.P.
Jesse Choper, Professor of Public Univ. of California Law School
Director Law, University of Boalt Hall
California at Berkeley Berkeley, California 94720
School of Law
Seymour Holtzman, Chairman and Chief 100 North Wilkes Barre Blvd.
Chairman Executive Officer, Wilkes Barre, Pennsylvania 18702
Jewelcor Management,
Inc.
Devarajan S. Puthukarai, Former Chief Executive musicmaker.com, Inc.
Director Officer, President and c/o Barington Capital Group, L.P.
Chief Operating 888 Seventh Avenue, 17th Floor
Officer, New York, New York 10019
musicmaker.com, Inc.
William Scranton III, Head of Scranton 201 Penn Avenue
Director Family Office PNE Bank Building
Scranton, PA 18503
Irwin Steinberg, Former Vice Chairman, musicmaker.com, Inc.
Director musicmaker.com, Inc. c/o Barington Capital Group, L.P.
888 Seventh Avenue, 17th Floor
New York, New York 10019
Joseph Wright, Jr., President & Chief 20 Westport Road
Director Executive Officer, Wilton, Connecticut 06897
PanAmSat Corp.
Melvin Brunt, Chief Financial c/o Barington Capital Group, L.P.
Chief Financial Officer Officer, 888 Seventh Avenue, 17th Floor
Barington Capital New York, New York 10019
Group, L.P.
12
SCHEDULE III
Directors and Officers of Jewelcor Management, Inc.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Seymour Holtzman, Chairman and Chief 100 North Wilkes Barre Blvd.
Chairman Executive Officer, Wilkes Barre, Pennsylvania 18702
Jewelcor Management,
Inc.
Richard Huffsmith, Vice Vice President/General 100 North Wilkes Barre Blvd.
President/General Counsel Counsel Wilkes Barre, Pennsylvania 18702
Barry Booth, Vice Vice President/Finance 100 North Wilkes Barre Blvd.
President/Finance Wilkes Barre, Pennsylvania 18702
Maria Sciandra, Corporate Secretary 100 North Wilkes Barre Blvd.
Corporate Secretary and Wilkes Barre, Pennsylvania 18702
Director
Joseph Litchman, Vice Vice 100 North Wilkes Barre Blvd.
President/Treasurer and President/Treasurer Wilkes Barre, Pennsylvania 18702
Director
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SCHEDULE IV
Shares purchased by JHC Investment Partners, LLC
Date Number of Shares Price Per Share Cost*
---- ---------------- --------------- ----
2/27/02 3,485,500 $0.90 $3,311,225
Shares purchased by musicmaker.com, Inc.
Date Number of Shares Price Per Share Cost*
---- ---------------- --------------- ----
1/2/02 500 $1.14 $570.00
Shares purchased by Jewelcor Management, Inc.
Date Number of Shares Price Per Share Cost*
---- ---------------- --------------- ----
1/2/02 500 $1.14 $570.00
Shares purchased by Barington Companies Equity Partners, L.P.
Date Number of Shares Price Per Share Cost*
---- ---------------- --------------- ----
1/2/02 500 $1.14 $570.00
2/1/02 500 $1.24 $620.00
2/4/02 12,000 $1.24 $14,000.00
2/21/02 5,000 $1.05 $5,250.00
* Excludes commissions and other execution-related costs.
14