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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ---------------
                                  SCHEDULE TO
                                 (RULE 14d-100)

                      TENDER OFFER STATEMENT UNDER SECTION
          14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

                                EMUSIC.COM INC.
                       (Name of Subject Company (Issuer))

                     UNIVERSAL ACQUISITION CORP. (OFFEROR)
                  UNIVERSAL MUSIC GROUP, INC. (OFFEROR PARENT)
(Name of Filing Persons (identifying status as offeror, issuer or other person))

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                         (Title of Class of Securities)

                                   292476108
                     (CUSIP Number for Class of Securities)

                                ---------------
                                LAWRENCE KENSWIL
                                PRESIDENT, ELABS
                             UNIVERSAL MUSIC GROUP
                        2220 COLORADO AVENUE, 6TH FLOOR
                        SANTA MONICA, CALIFORNIA  90404
                           TELEPHONE: (310) 865-5000
(Name, address and telephone number of person authorized to receive notices and
                  communications on behalf of filing persons)

                                ---------------
                                    COPY TO:

                              RUTH E. FISHER, ESQ.
                          MUNGER, TOLLES & OLSON, LLP
                             355 SOUTH GRAND AVENUE
                             LOS ANGELES, CA 90071
                           TELEPHONE: (213) 683-9100

                                ---------------

                           CALCULATION OF FILING FEE

  TRANSACTION VALUATION                                   AMOUNT OF FILING FEE
--------------------------------------------------------------------------------
      $  *                                                      $  *
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* N/A

[ ]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.  Identify
the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.

Amount Previously Paid: None.

Form or Registration No.: Not applicable.

Filing Party: Not applicable.

Date Filed: Not applicable.

[X]Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X]third-party tender offer subject to Rule 14d-1.

[ ]issuer tender offer subject to Rule 13e-4.

[ ]going-private transaction subject to Rule 13e-3.

[ ]amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]

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<PAGE>



               UNIVERSAL MUSIC GROUP TO ACQUIRE EMUSIC.COM INC.

EMusic's Downloadable Music Subscription Service & RollingStone.com Web Property
                         to Join Universal Music Group


LOS ANGELES and REDWOOD CITY, Calif. -- April 9, 2001 -- Universal Music Group
and EMusic.com Inc. (Nasdaq: EMUS) today jointly announced that they have signed
a definitive merger agreement.  Under this agreement, Universal Music Group will
commence a cash tender offer to acquire all of EMusic's outstanding shares at a
price of $0.57 per share.  Any shares not purchased in the tender offer will be
converted into the same cash price in a subsequent merger.

"EMusic represents a tremendous group of assets that appeal to a wide range of
music fans, including the popular RollingStone.com and DownBeat.com brands and a
deep catalog of digital music," commented Larry Kenswil, president, eLabs,
Universal Music Group.  "We feel that EMusic complements Universal's other
digital and Internet initiatives and we look forward to joining with them to
offer music lovers more and more compelling online destinations and
experiences."

EMusic's board of directors has unanimously approved the transaction and
directors and current and former officers who beneficially own an aggregate of
approximately 17 percent of the company's outstanding shares have each
individually agreed to tender their shares.  The EMusic board has received an
opinion from Allen & Co. Incorporated that, as of the date of the merger
<PAGE>

agreement, the consideration to be received by EMusic's stockholders in the
transaction was fair to those stockholders from a financial point of view.

"We believe that this transaction is in the best interests of our stockholders,"
said Gene Hoffman, EMusic president and CEO.  "The addition of EMusic and
RollingStone.com to Universal Music Group has some very exciting potential for
online music fans."

The tender offer will commence on or prior to April 20, 2001 and will be made
only by an offer to purchase and other offering and solicitation documents,
copies of which will be filed with the Securities and Exchange Commission (SEC)
and mailed to EMusic stockholders.

The obligation of Universal to complete the tender offer will be conditioned on
a minimum tender of shares representing a majority of EMusic's fully diluted
shares.  In addition, the offer will be conditioned on EMusic having cash and
marketable securities (after deduction for estimated transaction costs) of a
minimum of $5 million on April 30, 2001, reducing by no more than approximately
$48,000 for each day thereafter until the offer closes.  Either party can
terminate the agreement if the offer is not completed by June 25, 2001.

The transaction is subject to other customary conditions.  It is not subject to
the waiting period requirements of the Hart-Scott-Rodino Antitrust Improvement
Act of 1976.

On April 5, 2001, in a press release announcing a letter of intent contemplating
the transaction now provided for in the subsequent definitive agreement, EMusic
reported on the status of its Nasdaq listing and its preliminary financial
results for the third quarter.  Investors are referred to that release --
http://www.emusic.com/about/pr/pr160.html -- in connection with today's
announcement.


About EMusic
<PAGE>

Since it was founded in January 1998, EMusic has established itself at the
forefront of how music will be discovered, delivered and enjoyed in the next
decade.  In addition to having the Internet's leading downloadable music
subscription service, EMusic operates one of the most popular families of music-
oriented Web sites -- including RollingStone.com, EMusic.com and DownBeat.com.
The company is based in Redwood City, California, with regional offices in
Chicago, Los Angeles and New York.

EMusic.com (http://www.EMusic.com) is a revolutionary new music discovery
service that allows fans to easily download high-quality music files for one low
monthly fee.  Through direct relationships with leading artists and licensing
agreements with over 700 independent record labels, EMusic.com offers an
expanding collection of over 165,000 tracks.

RollingStone.com (http://www.RollingStone.com) is the ultimate online resource
for music, entertainment and popular culture. Through an exclusive, long-term
licensing relationship with Rolling Stone magazine, the site leverages the
magazine's legendary archives and offers thousands of personal profiles on the
hottest musicians and Hollywood celebrities, an extensive collection of
exclusive photos, on-demand videos, digital music downloads, and the latest news
and reviews.

About Universal Music Group

Universal Music Group is the world's leading music company with wholly-owned
record operations or licensees in 63 countries around the world. Its businesses
also include Universal Music Publishing Group, one of the industry's largest
global music publishing operations. Universal Music Group consists of record
labels A&M Records, Decca Record Company, Deutsche Grammophon, Geffen Records,
Interscope Records, Island Def Jam Music Group, Jimmy and Doug's Farmclub.com,
MCA Nashville, MCA Records, Mercury Records, Motown Records, Philips, Polydor,
Universal Records, and Verve Music Group as well as a multitude of record labels
owned or distributed by its record company subsidiaries around the world. The
Universal Music Group owns the most extensive catalog of music in the industry
which is marketed through two distinct divisions, Universal Music Enterprises
(in the U.S.) and UM3 (outside the U.S.).
<PAGE>

Universal Music Group is a unit of Vivendi Universal, a global media and
communications company.


            Availability of SEC Tender Offer and Other Information

EMusic security holders and any potential investors in EMusic securities are
advised to carefully read the tender offer statement on Schedule TO to be filed
by Universal with the SEC, the solicitation/recommendation statement on Schedule
14D-9 to be filed by EMusic with the SEC and all other documents filed by either
company with the SEC in connection with the proposed tender offer and/or merger
when they become available. Those documents will contain important information
about the proposed transaction.  Security holders and potential investors may
obtain free copies of those documents (when available), as well as other
documents filed by EMusic at the SEC's website at http://www.sec.gov.  These
documents will also be made available to all stockholders of EMusic at no
expense to them by submitting a request to Investor Relations at EMusic.


                                     # # #


EMUSIC is a registered trademark and EMUSIC.COM is a trademark of EMusic.com
Inc.

Any forward-looking statements contained in this release involve a number of
uncertainties, risks and other factors which may cause the actual results,
performance or achievements expressed or implied by such forward-looking
statements to materially differ.  Factors that could cause actual events or
results to differ materially include, among others, whether the conditions to
Universal's obligations under the merger agreement are satisfied, changes in the
Nasdaq listing status of the Company, changes during the course of the
finalization of the Company's reported results for the quarter ended March 31,
2001 and those other factors set forth in the Company's SEC reports.
