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UNITED STATES ------------------------------
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
Washington, D.C. 20549 ------------------------------
OMB Number: 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per response .... 14.90
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SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
---
Guitar Center, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
402040109
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(CUSIP Number)
Harvey M. Eisenberg, Esq.
O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza - 41st Floor
New York, New York 10112
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 1, 2000
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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 that 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. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See
ss.240.13d-7 for other parties to whom copies of this statement are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
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Issuer: Guitar Center, Inc. SCHEDULE 13D CUSIP No.: 402040109
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Chase Venture Capital Associates, LLC
13-337-6808
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check 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
4,594,164
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8. Shared Voting Power
NUMBER OF Not applicable
SHARES -------------------------------------------------------
BENEFICIALLY
OWNED BY EACH 9. Sole Dispositive Power
REPORTING PERSON 4,594,164
WITH -------------------------------------------------------
10. Shared Dispositive Power
Not applicable
-------------------------------------------------------
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,594,164
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11)
20.8%
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14. Type of Reporting Person (See Instructions)
LLC
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Page 2 of 11 Pages
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Issuer: Guitar Center, Inc. SCHEDULE 13D CUSIP No.: 402040109
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Chase Equity Associates, LLC
13-3371826
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check 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
518,910
-------------------------------------------------------
8. Shared Voting Power
Not applicable
NUMBER OF -------------------------------------------------------
SHARES
BENEFICIALLY 9. Sole Dispositive Power
OWNED BY EACH 518,910
REPORTING PERSON -------------------------------------------------------
WITH
10. Shared Dispositive Power
518,910
-------------------------------------------------------
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
518,910
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11)
2.4%
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14. Type of Reporting Person (See Instructions)
LLC
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Page 3 of 11 Pages
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Issuer: Guitar Center, Inc. SCHEDULE 13D CUSIP No.: 402040109
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Preliminary Note:
The information contained herein has been adjusted to reflect
a change in the reporting person's name and controlling persons.
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.01
per share (the "Common Stock"), of Guitar Center, Inc. (the "Issuer"). The
Issuer's principal executive offices are located at 5155 Clareton Drive, Agoura
Hills, CA 91301.
Item 2. Identity and Background.
The response to Item 2 is hereby amended in its entirety to
read as follows:
This statement is being filed by Chase Venture Capital
Associates, LLC, a Delaware limited liability company, formerly Chase Venture
Capital Associates, L.P., a California limited partnership (hereinafter referred
to as "CVCA"), whose principal office is located at c/o Chase Capital Partners,
380 Madison Avenue, 12th Floor, New York, New York 10017 and by Chase Equity
Associates, LLC, a Delaware limited liability company, formerly Chase Equity
Associates, L.P., a California limited partnership (hereinafter referred to as
"CEA"), whose principal office is located at c/o Chase Capital Partners, 380
Madison Avenue, 12th Floor, New York, New York 10017.
CVCA is engaged in the venture capital and leveraged buyout
business. The economic member of CVCA is CCP-CMC Consolidating, LLC, a Delaware
limited liability company (hereinafter referred to as "CCP-CMC") and the
managing member of CVCA is CCP-SBIC Manager, LLC ("CCP-SBIC"). The managing
member of CCP-CMC is Chase Capital Partners, a New York general partnership
(hereinafter referred to as "CCP"). Pursuant to a master advisory agreement,
CCP-SBIC has delegated its management authority of CVCA to CCP. CCP is also
engaged in the venture capital and leveraged buyout business. CCP-CMC's and
CCP's principal office is located at the same address as CVCA.
CEA is engaged in the venture capital and leveraged buyout
business. The sole member of CEA is CCP-CMC Consolidating, LLC, a Delaware
limited liability company (hereinafter referred to as "CCP-CMC"). The managing
member of CCP-CMC is Chase Capital Partners, a New York general partnership
(hereinafter referred to as "CCP"). Pursuant to a master advisory agreement,
CCP-CMC has delegated its management authority of CEA to CCP. CCP is also
engaged in the venture capital and leveraged buyout business. CCP-CMC's and
CCP's principal office is located at the same address as CEA.
Set forth below are the names of each general partner of CCP
who is a natural person. Each such general partner is a U.S. citizen (except for
Messrs. Britts and Meggs, each of whom are citizens of the United Kingdom and
Ms. Aidar who is a citizen of Brazil), whose principal occupation is general
partner of CCP and whose business address (except for Messrs. Britts, Meggs,
Soghikian and Stuart) is c/o Chase Capital Partners, 380 Madison Avenue, 12th
Floor, New York, New York 10017.
Ana Carolina Aidar
John R. Baron
Christopher C. Behrens
Mitchell J. Blutt, M.D.
David S. Britts
Arnold L. Chavkin
David Gilbert
Eric Green
Michael R. Hannon
Donald J. Hofmann
Jonathan Meggs
Stephen P. Murray
John M.B. O'Connor
Robert Ruggiero
Susan Segal
Shahan D. Soghikian
Lindsay Stuart
Page 4 of 11 Pages
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Issuer: Guitar Center, Inc. SCHEDULE 13D CUSIP No.: 402040109
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Jeffrey C. Walker
Timothy Walsh
Rick Waters
Damion E. Wicker, M.D.
Messrs. Britts' and Soghikian's address is c/o Chase Capital
Partners, 50 California Street, Suite 2940, San Francisco, CA 94111. Messrs.
Meggs' and Stuart's address is c/o Chase Capital Partners, 125 London Wall,
Level 13, London, England EC2Y5AJ.
Jeffrey C. Walker is the managing general partner of CCP. The
remaining general partners of CCP are Chase Capital Corporation, a New York
corporation (hereinafter referred to as "Chase Capital"), CCP Principals, L.P.,
a Delaware limited partnership (hereinafter referred to as "Principals") and CCP
European Principals, L.P., a Delaware limited partnership (hereinafter referred
to as "European Principals"), each of whose principal office is located at 380
Madison Avenue, 12th Floor, New York, New York 10017. Chase Capital is a
wholly-owned subsidiary of The Chase Manhattan Corporation. The general partner
of each of Principals and European Principals is Chase Capital. Chase Capital,
Principals and European Principals are each engaged in the venture capital and
leveraged buyout business. Set forth in Schedule A hereto and incorporated
herein by reference are the names, business addresses and principal occupations
or employments of each executive officer and director of Chase Capital, each of
whom is a U.S. citizen.
The Chase Manhattan Corporation (hereinafter referred to as
"Chase") is a Delaware corporation engaged (primarily through subsidiaries) in
the commercial banking business with its principal office located at 270 Park
Avenue, New York, New York 10017. Set forth in Schedule B hereto and
incorporated herein by reference are the names, business addresses, principal
occupations and employments of each executive officer and director of Chase,
each of whom is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Transactions Involving the Issuer
On June 5, 1996, in connection with a $70 million
recapitalization of the Issuer (the "Recapitalization") and pursuant to a
Recapitalization Agreement dated as of May 1, 1996 between the Issuer, CVCA and
the other parties thereto (the "Recapitalization Agreement", a copy of which is
attached hereto as Exhibit 1 and incorporated herein by reference), CVCA and CB
Capital Investors, L.P. ("CBCI"), an affiliate of CVCA, purchased 332,640 and
187,110 shares of the Issuer's Junior Preferred Stock, respectively, for an
aggregate purchase price of $33,264,000 and $18,711,000, respectively, and
336,000 and 189,000 shares of the Issuer's Common Stock, respectively, for an
aggregate purchase price of $336,000 and $189,000, respectively.
In connection with the Recapitalization, each of CVCA and CBCI
became parties to a Stockholders Agreement dated as of June 5, 1996 (the
"Stockholders Agreement") and a Registration Rights Agreement dated as of June
5, 1996, as amended and restated as of May 28, 1999 (the "Registration Rights
Agreement", a copy of which is attached hereto as Exhibit 2 and incorporated
herein by reference), which granted the stockholders of the Issuer, including
each of CVCA and CBCI, certain rights, including without limitation, the right
to designate members of the Issuer's Board of Directors and the right to
subscribe for a proportional share of certain future equity issuances by the
Issuer and the right to cause the Issuer to register such shareholder's shares
of equity at any time upon the request of at least 60% of the equity securities
held by such holders, as well as the right to include their shares of equity
securities in any registration of equity securities in any public offering and
the Issuer has agreed to pay all costs associated with any such registrations.
At the time of the Recapitalization, CVCA designated Jeffrey C. Walker, the
managing general partner of CCP, the sole general partner of each of CVCA and
CEA, as its designee on the Issuer's Board of Directors. Mr. Walker is presently
a member of the Issuer's Board of Directors.
On October 29, 1996, CBCI sold its investment in the Issuer to
CVCA for $18,900,000. Also on October 29, 1996, CVCA sold 24,948 shares of the
Issuer's Junior Preferred Stock at a cost of $2,494,000 and 25,200 shares of the
Issuer's Common Stock at a cost of $25,200 to the Guitar Center Investors Fund,
LLC.
Pursuant to an Amended and Restated Memorandum of
Understanding and Stock Option Agreement dated as of December 30, 1996 (the
"Investor's Option Agreement," a copy of which is attached hereto as Exhibit 3
and incorporated herein by reference), CVCA granted options ("Options") to
purchase an aggregate of 22,641.52 shares of the Issuer's Common Stock at a
purchase price of $4.33 per share to certain officers and key managers of the
Issuer. The Options are presently exercisable and expire on December 30, 2001.
On March 14, 1997, the Issuer had an initial public offering
of its Common Stock and as a result thereof, CVCA's Junior Preferred Stock was
converted
Page 5 of 11 Pages
<PAGE>
Issuer: Guitar Center, Inc. SCHEDULE 13D CUSIP No.: 402040109
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into Common Stock at a rate of 6.67:1 and CVCA's unregistered Common Stock was
converted into Common Stock at a rate of 2.5817:1. As a result of the public
offering, CVCA received 4,589,164 shares of the Issuer's Common Stock. and the
Stockholders Agreement terminated.
On May 6, 1998, pursuant to the Issuer's Amended and Restated
1996 Performance Stock Option Plan (the "Option Plan", a copy of which is
attached hereto as Exhibit 4 and Incorporated herein by reference), Jeffrey C.
Walker was granted an Incentive Stock Option (the "Option", a copy of which is
attached hereto as Exhibit 5 and incorporated by reference) to purchase up to
5,000 shares of the Issuer's Common Stock at a purchase price of $28.5625 per
share. The Option expires on May 6, 2008 and is subject to vesting as follows:
1,667 shares on May 6, 1999; 1,667 shares on May 6, 2000 and 1,666 shares on May
6, 2001. Mr. Walker is obligated to transfer any shares issued under the Option
to CVCA. The Option, therefore allows CVCA, as transferee, to purchase up to
5,000 shares of the Issuer's Common Stock
On June 15, 1999 and June 16, 1999, CEA purchased the
following shares of the Issuer's therefore, Common Stock in open market
transactions:
<TABLE>
<CAPTION>
Date Shares of Common Stock Price/Share Total Price
---- ---------------------- ----------- -----------
<S> <C> <C> <C>
6/15/99 25,000 $9.8125 $245,312.50
6/15/99 100,000 $9.6250 $962,500.00
6/15/99 200,000 $9.6250 $1,925,000.00
6/15/99 155,000 $9.6250 $1,491,875.00
6/15/99 19,000 $9.6250 $182,875.00
6/15/99 6,000 $9.7500 $58,500.00
6/16/99 13,910 $9.6250 $133,883.75
</TABLE>
Source of Funds
The funds provided by CVCA for the purchase of the Issuer's
Junior Preferred Stock and Common Stock were obtained from CVCA's contributed
capital, which includes funds that are held available for such purpose. The
funds provided by CEA for the purchase of the Issuer's Common Stock were
obtained from CEA's contributed capital, which includes funds that are held
available for such purpose. Each of CVCA and CEA disclaims that it is a member
of a group with any other persons either for purposes of this Schedule 13D or
for any other purpose related to its beneficial ownership of the Issuer's
securities.
Item 4. Purpose of Transaction.
The acquisition of the Issuer's equity securities has been
made by CVCA and CEA for investment purposes. Although neither CVCA or CEA has a
present intention to do so, each of CVCA and CEA may make additional purchases
of the Issuer's Common Stock either in the open market or in privately
negotiated transactions, including transactions with the Issuer, depending on an
evaluation of the Issuer's business prospects and financial condition, the
market for the Common Stock, other available investment opportunities, money and
stock market conditions and other future developments. Depending on these
factors, each of CVCA and CEA may decide to sell all or part of its holdings of
the Issuer's Common Stock in one or more public or private transactions.
Except as set forth in this Item 4, neither CVCA or CEA has a
present plan or proposal that relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, CVCA
and CEA each reserve the right to propose or participate in future transactions
which may result in one or more of such actions, including but not limited to,
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, of a material amount of assets of the Issuer or its subsidiaries,
or other transactions which might have the effect of causing the Issuer's Common
Stock to cease to be listed on the NASDAQ National Market System or causing the
Common Stock to become eligible for termination of registration, under section
12(g) of the Exchange Act.
Item 5. Interest in Securities of the Issuer.
The response to Item 5 is hereby amended in its entirety as
follows:
CVCA may be deemed the beneficial owner of 4,594,164 shares of
the Issuer's Common Stock. CVCA's deemed beneficial ownership represents 20.8%
of the Common Stock as of December 31, 1999. CVCA has the sole voting power and
dispositive power with respect to its shares of the Issuer's Common Stock. CEA
may be deemed beneficial owner of 518,910 shares of
Page 6 of 11 Pages
<PAGE>
Issuer: Guitar Center, Inc. SCHEDULE 13D CUSIP No.: 402040109
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the Issuer's Common Stock. CEA's deemed beneficial ownership represents 2.4% of
the outstanding shares of Common Stock as of December 31, 1999. CEA has the sole
voting power and dispositive power with respect to its shares of the Issuer's
Common Stock.
Except as reported in Item 3 above and incorporated herein by
reference, there have been no transactions involving the Issuer's Common Stock
during the past sixty days which are required to be reported in this Statement.
No person other than CVCA and CEA, respectively, has the right to receive or the
power to direct the receipt of dividends from or the proceeds from the sale of
the Issuer's Common Stock owned beneficially by CVCA and CEA, respectively.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Reference is made to the information disclosed under Items 3
and 4 of this Statement which is incorporated by reference in response to this
Item.
Item 7. Material to be Filed as Exhibits.
1. Recapitalization Agreement dated as of May 1, 1996, among the Issuer,
CUCA and the other parties thereto, which is incorporated by reference to
Exhibit 10.2 in the Issuer's Registration Statement in Form S-1 (file No.
333-10491).
2. Amended and Restated Registration Rights Agreement, dated as of May
28, 1999, among the Issuer and the Shareholders party thereto.
3. Amended and Restated Memorandum of Understanding and Stock Option
Agreement, dated as of December 30, 1996 among CVCA, the other investors party
thereto and certain members of the Issuer's management.
4. Company's Amended and Restated 1996 Performance Stock Option Plan, as
amended by Amendment No. 1 and the Modification to the Amended and Restated 1996
Performance Stock Option Plan, which are incorporated by reference to Exhibits
10.5, 10.24 and 10.28, respectively, in the issuer's Registration Statement on
form S-1 (File No. 333-10491).
5. *Incentive Stock Option dated as of May 6, 1998.
SCHEDULE A
Item 2 information for executive officers and directors of Chase Capital
Corporation.
SCHEDULE B
Item 2 information for executive officers and directors of The Chase Manhattan
Corporation.
Page 7 of 11 Pages
<PAGE>
Issuer: Guitar Center, Inc. SCHEDULE 13D CUSIP No.: 402040109
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
CHASE VENTURE CAPITAL ASSOCIATES, LLC
By: Chase Capital Partners, Its Manager
By: /s/Jeffrey C. Walker
-------------------------------------------
Name: Jeffrey C. Walker
Title: Managing General Partner of Chase Capital Partners
February 10, 2000
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Date
Page 8 of 11 Pages
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Issuer: Guitar Center, Inc. SCHEDULE 13D CUSIP No.: 402040109
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SCHEDULE A
CHASE CAPITAL CORPORATION
-------------------------
Executive Officers
------------------
Chief Executive Officer William B. Harrison, Jr. *
President Jeffrey C. Walker**
Executive Vice President Mitchell J. Blutt, M.D. **
Vice President & Secretary Gregory Meredith*
Vice President and Treasurer Elisa R. Stein**
Vice President Marcia Bateson**
Assistant Secretary Robert C. Carroll*
Assistant Secretary Anthony J. Horan*
Assistant Secretary Denise G. Connors*
Directors
---------
William B. Harrison, Jr.*
Jeffrey C. Walker**
- -------------------------
* Principal occupation is employee and/or officer of Chase.
Business address is c/o The Chase Manhattan Corporation, 270 Park
Avenue, New York, New York 10017.
** Principal occupation is employee of Chase and/or general partner
of Chase Capital Partners. Business address is c/o Chase Capital
Partners, 380 Madison Avenue, 12th Floor, New York, NY 10017.
Page 9 of 11 Pages
<PAGE>
Issuer: Guitar Center, Inc. SCHEDULE 13D CUSIP No.: 402040109
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SCHEDULE B
THE CHASE MANHATTAN CORPORATION
Executive Officers
------------------
Walter V. Shipley, Chairman of the Board*
William B. Harrison Jr., President and Chief Executive Officer*
Donald L. Boudreau, Vice Chairman*
John J. Farrell, Director of Human Resources*
Neal S. Garonzik, Vice Chairman*
Frederick W. Hill, Director of Corporate Marketing and Communications*
Donald H. Layton, Vice Chairman*
James B. Lee Jr., Vice Chairman*
William H. McDavid, General Counsel*
Denis J. O'Leary, Executive Vice President*
Marc J. Shapiro, Vice Chairman*
Joseph G. Sponholz, Vice Chairman*
Jeffrey C. Walker, Senior Managing Director* *
Directors***
------------
Name Principal Occupation or Employment;
Business or Residence Address
-----------------------------------------------
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Hans W. Becherer Chairman of the Board
Chief Executive Officer
Deere & Company
One John Deere Place
Moline, IL 61265
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Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
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Susan V. Berresford President
The Ford Foundation
320 E. 43rd Street
New York, New York 10017
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M. Anthony Burns Chairman of the Board and
Chief Executive Officer
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, Florida 33166
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- -----------------------
* Principal occupation is executive officer and/or employee of
The Chase Manhattan Bank. Business address is c/o The Chase
Manhattan Bank, 270 Park Avenue, New York, New York 10017.
Each executive officer of Chase is a U.S. citizen.
** Principal occupation is employee of Chase and/or general
partner of Chase Capital Partners. Business address is c/o
Chase Capital Partners, 380 Madison Avenue - 12th Floor, New
York, New York 10017.
*** Each of the persons named below is a citizen of the United
States of America.
Page 10 of 11 Pages
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Issuer: Guitar Center, Inc. SCHEDULE 13D CUSIP No.: 402040109
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Name Principal Occupation or Employment;
Business or Residence Address
-----------------------------------------------
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H. Laurence Fuller Co-Chairman
BP Amoco p.l.c.
1111 Warrenville Road, Suite 25
Chicago, Illinois 60563
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Melvin R. Goodes Retired Chairman of the Board and CEO
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
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William H. Gray, III President and Chief Executive Officer
The College Fund/UNCF
9860 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, Virginia 22031
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William B. Harrison, Jr. President and Chief Executive Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, New York 10017-2070
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Harold S. Hook Retired Chairman and Chief Executive Officer
American General Corporation
2929 Allen Parkway
Houston, Texas 77019
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Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue - Room 29-72
New York, New York 10022
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Henry B. Schacht Director and Senior Advisor
E.M. Warburg, Pincus & Co., LLC
466 Lexington Avenue, 10th Floor
New York, New York 10017
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Walter V. Shipley Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
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Andrew C. Sigler Retired Chairman of the Board and
Chief Executive Officer
Champion International Corporation
One Champion Plaza
Stamford, Connecticut 06921
- --------------------------------------------------------------------------------
John R. Stafford Chairman, President and
Chief Executive Officer
American Home Products Corporation
5 Giralda Farms
Madison, New Jersey 07940
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Marina v.N. Whitman Professor of Business Administration
and Public Policy
The University of Michigan
School of Public Policy
411 Lorch Hall, 611 Tappan Street
Ann Arbor, MI 48109-1220
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Page 11 of 11 Pages
