<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 28, 1998)
676,325 SHARES
[LOGO]
GUITAR CENTER, INC.
COMMON STOCK
($0.01 PAR VALUE PER SHARE)
This Prospectus Supplement and the accompanying Prospectus relate to 676,325
shares (the "Shares") of common stock, par value $0.01 per share (the "Common
Stock"), of Guitar Center, Inc., a Delaware corporation (the "Company"), offered
hereby by the selling stockholders named in the accompanying Prospectus (the
"Selling Stockholders"). See "Selling Stockholders" in the accompanying
Prospectus. The Company will not receive any proceeds from the sale of the
Shares offered hereby. The Common Stock is traded on the Nasdaq National Market
under the symbol "GTRC." On June 2, 1998, the last reported sale price of the
Common Stock on the Nasdaq National Market was $26.00 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
PROCEEDS
UNDERWRITING TO THE
DISCOUNTS AND SELLING
PRICE TO PUBLIC COMMISSIONS(1) STOCKHOLDERS
<S> <C> <C> <C>
Per Share.......................................... $25.00 (2) (2)
Total.............................................. $16,908,125 (2) (2)
</TABLE>
(1) THE COMPANY AND THE SELLING STOCKHOLDERS HAVE AGREED TO INDEMNIFY THE
UNDERWRITER (AS DEFINED HEREIN) AGAINST CERTAIN LIABILITIES, INCLUDING
LIABILITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SEE
"UNDERWRITING."
(2) THE UNDERWRITER HAS AGREED TO PURCHASE FROM THE SELLING STOCKHOLDERS
WARRANTS (THE "WARRANTS") TO PURCHASE 676,566 SHARES OF COMMON STOCK FOR
AGGREGATE PROCEEDS (BEFORE EXPENSES) TO THE SELLING STOCKHOLDERS OF
$16,400,881.25. THE UNDERWRITER WILL EXERCISE THE WARRANTS ON A "CASHLESS
BASIS" BY PAYING THE AGGREGATE EXERCISE PRICE TO THE COMPANY IN THE FORM OF
241 SHARES OF SUCH COMMON STOCK, RESULTING IN THE RECEIPT BY THE UNDERWRITER
OF THE SHARES. THE EFFECTIVE UNDERWRITING DISCOUNT PER SHARE IS $0.75. SEE
"SELLING STOCKHOLDERS" AND "PLAN OF DISTRIBUTION" IN THE ACCOMPANYING
PROSPECTUS.
The Shares are offered by the Underwriter, subject to prior sale, when, as
and if the Warrants are accepted by the Underwriter and subject to various prior
conditions. It is expected that delivery of the Shares will be made in New York,
New York on or about June 8, 1998, against payment therefore in immediately
available funds.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
June 3, 1998
<PAGE>
UNDERWRITING
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof (the "Underwriting Agreement"), Donaldson,
Lufkin & Jenrette Securities Corporation (the "Underwriter") has agreed to
purchase, and the Selling Stockholders have agreed to sell to the Underwriter,
the Warrants at the price set forth on the cover page of this Prospectus
Supplement.
The Underwriting Agreement provides that the obligation of the Underwriter
to pay for and accept delivery of the Warrants is subject to certain conditions.
The Underwriter is obligated to take and pay for all the Warrants if any are
taken. The Underwriter proposes to exercise the Warrants in accordance with
their terms and make a public offering of the Shares.
The Underwriter initially proposes to offer the Shares directly to the
public at the public offering price set forth on the cover page hereof, or at
such price less a concession on sales to certain dealers. The Underwriter may
allow, and such dealers may reallow, a concession on sales to certain other
dealers. The offering of the Shares is made for delivery when, as and if the
Warrants are accepted by the Underwriter and is subject to prior sale and to
withdrawal, cancellation or modification of the offer without notice. The
Underwriter reserves the right to reject any order for the purchase of Shares.
After the public offering, the offering price and concession may be changed by
the Underwriter.
The Company and the Selling Stockholders have agreed to indemnify the
Underwriter against certain liabilities, including liabilities under the
Securities Act, or contribute to payments which the Underwriter may be required
to make in respect thereof.
Affiliates of the Underwriter will receive more than 10% of the proceeds
from the sale of the Shares. Therefore, the offering is being made in compliance
with Rule 2710(c)(8) of the National Association of Securities Dealers. Inc.
Conduct Rules.
S-2
<PAGE>
PROSPECTUS
MAY 28, 1998
676,566 SHARES
GUITAR CENTER, INC.
COMMON STOCK
($0.01 PAR VALUE PER SHARE)
(WARRANTS TO PURCHASE 676,566 SHARES OF COMMON STOCK)
This Prospectus relates to the offering for resale of warrants (the
"Warrants") to purchase 676,566 shares of common stock, par value $0.01 per
share (the "Common Stock"), of Guitar Center, Inc. ("Guitar Center" or the
"Company") and the 676,566 shares of Common Stock underlying the Warrants. All
of the Warrants and shares of Common Stock (collectively, the "Securities")
being registered may be offered for sale and sold from time to time by certain
stockholders of the Company identified herein (the "Selling Stockholders"). The
Company will not receive any of the proceeds from the sale of Securities by the
Selling Stockholders. See "Selling Stockholders" and "Plan of Distribution"
concerning information about the Selling Stockholders and the manner of offering
of the Securities.
The Company's Common Stock is traded on the Nasdaq National Market under the
symbol "GTRC." On May 18, 1998, the last reported sales price of the Common
Stock on the Nasdaq National Market was $27.375 per share. The Warrants are not
and will not be listed on any national securities exchange or on the Nasdaq
system.
SEE "RISK FACTORS" ON PAGE 3 FOR CERTAIN CONSIDERATIONS RELEVANT TO AN
INVESTMENT IN THE SECURITIES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The Securities will be sold either directly by the Selling Stockholders or
through underwriters, brokers, dealers, or agents. At the time any particular
offer of Securities is made, if and to the extent required, the specific number
of Securities offered, the offering price, and the other terms of the offering,
including the names of any underwriters, brokers, dealers or agents involved in
the offering and the compensation, if any, of such underwriters, brokers,
dealers or agents, will, to the extent required, be set forth in a supplement to
this Prospectus (a "Prospectus Supplement"). Any statement contained in this
Prospectus will be deemed to be modified or superseded by any inconsistent
statement contained in any Prospectus Supplement delivered herewith.
THE DATE OF THIS PROSPECTUS IS MAY 28, 1998
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING AND MAY BID FOR AND
PURCHASE SHARES OF COMMON STOCK IN THE OPEN MARKET. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the following Regional Offices of the
Commission: 7 World Trade Center, New York, New York 10048; and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission maintains an Internet web site at http://www.sec.gov that contains
such reports, proxy statements and other information. Such reports, proxy
statements and other information of the Company should also be available for
inspection at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (including all amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Securities offered hereby. As permitted by the rules and regulations of the
Commission, this Prospectus does not contain all the information set forth in
the Registration Statement and the exhibits thereto. For further information
about the Company and the Securities offered hereby, reference is made to the
Registration Statement and the exhibits thereto. Any statements contained herein
concerning the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission are not
necessarily complete, and in each instance reference is made to the copy of such
document so filed. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the Commission
pursuant to the Exchange Act and are incorporated by reference herein: (i)
Annual Report on Form 10-K for the year ended December 31, 1997 (the "1997 Form
10-K"); (ii) Proxy Statement dated April 2, 1998; (iii) Current Report on Form
8-K dated April 23, 1998; (iv) Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998; and (v) the description of the Company's Common Stock
contained in the Company's Report on Form 8-A filed on March 6, 1997.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Common Stock shall be deemed
to be incorporated by reference in this Prospectus and to be part hereof from
the date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
so deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
A copy of the documents incorporated herein by reference (other than
exhibits thereto) will be forwarded without charge to each person to whom this
Prospectus is delivered, upon such person's written or oral request to Guitar
Center, Inc., 5155 Clareton Drive, Agoura Hills, California 91301, telephone
number (818) 735-8800; Attention: Bruce Ross.
1
<PAGE>
THE COMPANY
The Company was founded in 1964 in Hollywood, California. In 1972, the
Company opened its second store in San Francisco to capitalize on the emerging
San Francisco rock 'n roll scene. By this time, Guitar Center's inventory had
been expanded to include drums, keyboards, accessories and pro audio and
recording equipment. Throughout the 1980s, Guitar Center expanded by opening
nine stores in five major markets including Chicago, Dallas and Minneapolis.
Since 1990, the Company has continued its new store expansion and has focused on
building the infrastructure necessary to manage the Company's strategically
planned growth. Current executive officers and key managers have been with the
Company for an average of 13 years and two of such executive officers (Mr. Larry
Thomas, the Company's President and Chief Executive Officer, and Mr. Marty
Albertson, the Company's Executive Vice President and Chief Operating Officer)
effectively assumed full operating control in 1992. Since then, management has
focused on developing and realizing its long-term goal of expanding its position
as the leading music products retailer throughout the United States.
Guitar Center's flagship Hollywood store currently is one of the nation's
largest and best-known retail stores of its kind with approximately 30,600
square feet of retail space. The Hollywood store features one of the largest
used and vintage guitar collections in the United States, attracting buyers and
collectors from around the world. In front of the Hollywood store is the Rock
Walk which memorializes over 70 famous musicians and music pioneers. The Rock
Walk attracts several tour buses daily and has helped to create international
recognition of the Guitar Center name.
As of March 31, 1998, Guitar Center operated 38 stores in 20 major U.S.
markets, including, among others, areas in or near Los Angeles, San Francisco,
Chicago, Miami, Houston, Dallas, Detroit, Boston, Minneapolis, Seattle, Phoenix,
Atlanta and Cleveland. From fiscal 1993 through fiscal 1997, the Company's net
sales and operating income before deferred compensation expense grew at compound
annual growth rates of 32.1% and 38.6%, respectively. This growth was
principally the result of strong and consistent comparable store sales growth
and the opening of 21 new stores.
The Guitar Center prototype store generally averages 15,000 square feet (as
compared to a typical music products retail store which averages approximately
3,200 square feet) and is designed to encourage customers to hold and play
instruments. Each store carries an average of 7,000 core SKUs, which management
believes is significantly greater than a typical music products retail store,
and is organized into five departments, each focused on one product category.
These departments cater to a musician's specific product needs and are staffed
by specialized salespeople, many of whom are practicing musicians.
The Company's growth strategy is to continue to increase its presence in its
existing markets and to open new stores in strategically selected markets. The
Company will continue to pursue its strategy of clustering stores in major
markets to take advantage of operating and advertising efficiencies and to build
awareness of the Guitar Center name in new markets. The Company opened a total
of eight stores in fiscal 1997, two of which the Company acquired in Atlanta in
April 1997. The Company has opened four stores in 1998 and presently expects to
open an additional six stores during the remainder of the year.
For fiscal years ended December 31, 1995, 1996 and 1997, the Company had net
income (loss) of $10.9 million, ($72.4) million and $16.3 million respectively.
The results for fiscal 1997 reflect an extraordinary charge of $4.4 million, net
of tax benefit of $1.7 million, related to the extinguishment of long-term debt.
The results for fiscal 1996 reflect $11.6 million for transaction costs and
financing fees incurred in connection with a recapitalization pursuant to which
the ownership of the Company transferred from a sole stockholder to members of
management and certain investors (the "Recapitalization") and non-recurring
deferred compensation expense of $71.8 million, substantially all of which
related to the Recapitalization.
The principal executive offices of the Company are located at 5155 Clareton
Drive, Agoura Hills, California 91301. The telephone number is (818) 735-8800.
2
<PAGE>
RISK FACTORS
GENERAL. In addition to the other information incorporated by reference
herein, prospective investors are urged to review carefully the information
provided under the caption "Risks Related to the Business" in the 1997 Form
10-K.
RECENT SALES TRENDS NOT EXPECTED TO CONTINUE. For the fiscal quarter ended
March 31, 1998, the Company's net sales totaled $85.2 million, an increase of
42.5% from 1997 levels, including an increase of 17.5% in comparable store
sales. In the opinion of management, this strong sales performance reflects an
extraordinarily successful promotional period, the introduction of the Company's
Preferred Player credit card, and the effect of the Easter holiday falling into
the second quarter of 1998 versus the first quarter in 1997. Management does not
expect this comparable store sales trend to continue at this high level.
FORWARD-LOOKING STATEMENTS
This Prospectus contains and incorporates by reference certain
forward-looking statements relating to the Company's growth plans, strategy and
expected store openings for fiscal 1998. These forward-looking statements are
based largely on the Company's current expectations and are subject to a number
of risks and uncertainties. Actual results could differ materially from these
forward-looking statements. In addition to the other risks described in the 1997
Form 10-K, important factors to consider in evaluating such forward-looking
statements include changes in external competitive market factors, the
effectiveness of the Company's promotion and merchandising strategies, changes
in the Company's business strategy or an inability to execute its strategy due
to unanticipated changes in the music products industry or the economy in
general, the emergence of new or growing specialty retailers of music products
and various other competitive factors that may prevent the Company from
competing successfully in existing or future markets. In light of these risks
and uncertainties, there can be no assurance that the forward-looking statements
contained in this Prospectus, or in any of the documents incorporated by
reference herein, will in fact be realized.
DESCRIPTION OF SECURITIES
The following summary description does not purport to be complete. Reference
is made to the Company's Restated Certificate of Incorporation (the "Certificate
of Incorporation") and the Amended and Restated Bylaws, which are filed as
exhibits to the Registration Statement of which this Prospectus forms a part,
for a detailed description of the provisions thereof summarized below.
COMMON STOCK
Holders of Common Stock are entitled to receive such dividends, if any, as
may from time to time be declared by the Board of Directors of the Company out
of funds legally available therefor. Pursuant to the Certificate of
Incorporation, holders of Common Stock are entitled to one vote per share on all
matters on which the holders of Common Stock are entitled to vote and do not
have cumulative voting rights. Holders of Common Stock have no preemptive,
conversion, redemption or sinking fund rights. In the event of a liquidation,
dissolution or winding-up of the Company, holders of Common Stock are entitled
to share equally and ratably in the assets of the Company, if any, remaining
after the payment of all debts and liabilities of the Company and the
liquidation preference of any outstanding preferred stock. The outstanding
shares of Common Stock are, and the shares of Common Stock offered by the
Selling Stockholders hereby when issued in accordance with the Warrants will be,
fully paid and nonassessable. The rights, preferences and privileges of holders
of Common Stock are subject to any series of preferred stock which the Company
may issue in the future.
3
<PAGE>
WARRANTS
The Warrants are exercisable into an aggregate of 676,566 shares of Common
Stock at an exercise price of $0.01 per share and expire on June 5, 2006. So
long as any of the Warrants are outstanding, the amount of Common Stock
obtainable pursuant to the Warrants shall be subject to change or adjustment
according to the anti-dilution provisions of the Warrants. In the case of any
capital reorganization or any reclassification of the capital stock of the
Company the Warrants shall thereafter be exercisable for the number of shares of
stock or other securities or property receivable upon such capital
reorganization or reclassification equal to the number of shares of Common Stock
into which the Warrants would have been exercisable immediately prior to such
reorganization or reclassification.
SELLING STOCKHOLDERS
The following table sets forth certain information, as of May 18, 1998, with
respect to the Securities beneficially owned and to be offered hereby from time
to time by DLJ Merchant Banking Partners, L.P., DLJ International Partners,
C.V., DLJ Merchant Banking Funding, Inc., DLJ First ESC L.P. and DLJ Offshore
Partners, C.V. or their respective assignees and their successors or assigns, if
any, including Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") as
set forth below (each a "Selling Stockholder" and, collectively, the "Selling
Stockholders"). The Securities offered pursuant to this Prospectus as set forth
below are all owned in the form of Warrants and equal all Securities owned by
such persons named below as of the date of this Prospectus. The address for each
of the Selling Stockholders is c/o DLJ Merchant Banking, Inc., 277 Park Avenue,
New York, New York 10172.
<TABLE>
<CAPTION>
COMMON STOCK
PURCHASE WARRANTS COMMON STOCK
BENEFICIALLY PURCHASE WARRANTS
OWNED OFFERED HEREBY
----------------- -----------------
<S> <C> <C>
DLJ Merchant Banking Partners, L.P......................................... 314,217 314,217
DLJ International Partners, C.V............................................ 151,962 151,962
DLJ Merchant Banking Funding, Inc.......................................... 121,386 121,386
DLJ First ESC L.P.......................................................... 80,921 80,921
DLJ Offshore Partners, C.V................................................. 8,080 8,080
</TABLE>
The Warrants are currently exercisable at an exercise price of $.01 per
share. The Selling Stockholders have advised the Company that some or all of the
Warrants may be sold prior to the sale of the Common Stock offered hereby to DLJ
for exercise by DLJ and sale by DLJ of the shares of Common Stock received upon
exercise of such Warrants. The Selling Stockholders have advised the Company
that the Warrants will be exercised on a "cashless basis" by paying the $6,766
aggregate exercise price in the form of shares of Common Stock of equal value
(based on the average of the closing sales prices of the Common Stock on the
Nasdaq National Market for the thirty trading days immediately prior to the date
of exercise). Accordingly, assuming that the closing sales price of the Common
Stock on the Nasdaq National Market on such date is $27.375, 676,319 shares of
Common Stock would be issuable upon exercise of all outstanding Warrants.
Pursuant to an agreement between the Company and the Selling Stockholders
(the "Registration Agreement"), the Company has agreed to file the Registration
Statement to register the potential resale of the Securities by the Selling
Stockholders.
4
<PAGE>
PLAN OF DISTRIBUTION
Sales of the Securities offered hereby may be made from time to time by the
Selling Stockholders in one or more transactions on the Nasdaq National Market
or any other national securities exchange on which the Common Stock is traded
(which, subject to applicable law, may involve transactions solely between a
broker-dealer and its customers which are not traded across an open market and
block trades), in the over-the-counter market, in privately negotiated
transactions, for purposes of covering short positions or otherwise or in any
combination of such transactions at market prices then prevailing, at prices
related to the then current market price, at negotiated prices or at fixed
prices. In addition, any Securities covered by this Prospectus which qualify for
sale pursuant to Section 4(1) of the Securities Act or Rule 144 promulgated
thereunder may be sold under such provisions rather than pursuant to this
Prospectus. The Securities offered hereby may be offered in any manner permitted
by law, including through underwriters, brokers, dealers or agents, and directly
to one or more purchasers. Without limiting the generality of the foregoing, the
Securities offered hereby may be sold in one or more of the following types of
transactions: (a) sales to underwriters who will acquire the Securities for
their own account and resell them in one or more transactions at fixed prices or
at varying prices determined at the time of sale; (b) a block trade in which the
broker-dealer so engaged will attempt to sell the Securities as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (c) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account; (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (e) an exchange
distribution in accordance with the rules of such exchange; and (f) transactions
between sellers and purchasers without a broker-dealer. In effecting sales,
brokers or dealers engaged by the Selling Stockholders may arrange for other
brokers or dealers to participate in the resales.
Brokers, dealers or agents may receive compensation in the form of
commissions, underwriting discounts or concessions from the Selling Stockholders
in amounts to be negotiated in connection with the sale. Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales and any such commission, discount or concession may be deemed to be
underwriting discounts or commissions under the Securities Act.
In the event the Selling Stockholders or DLJ, as applicable, engage an
underwriter in connection with the sale of the Securities, if and to the extent
required, the specific number of Securities offered, the offering price, and the
other terms of the offering, including the names of any underwriters, brokers,
dealers or agents involved in the offering and the compensation, if any, of such
underwriters, brokers, dealers or agents, will, to the extent required, be set
forth in a Prospectus Supplement.
Pursuant to the Registration Agreement, the Company has, subject to certain
limitations, agreed to keep the Registration Statement effective for the sale of
Securities until all Securities offered hereunder have been sold. All costs,
expenses and fees in connection with the registration and sale of the Securities
offered hereby shall be borne by the Company. Commissions and discounts, if any,
attributable to the sale of Securities hereunder will be borne by the Selling
Stockholders. The Selling Stockholders and the Company have agreed to indemnify
each other against certain civil liabilities, including certain liabilities
under the Securities Act.
Certain persons participating in the distribution of the Securities offered
hereby may engage in transactions that stabilize the price of the Common Stock.
LEGAL MATTERS
Certain legal matters with respect to the Securities offered hereby have
been passed upon for the Company by Latham & Watkins, Los Angeles, California.
5
<PAGE>
EXPERTS
The consolidated financial statements of the Company for the year ended
December 31, 1995 appearing in the Company's Annual Report on Form 10-K for the
year ended December 31, 1997, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. The consolidated financial statements for the
year ended December 31, 1995 are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
The consolidated financial statements and schedule of Guitar Center, Inc. as
of December 31, 1997 and 1996, and for each of the years in the two year period
ending December 31, 1997 have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
6
<PAGE>
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS AND PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, THE
SECURITIES IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL
TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
OR PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PROSPECTUS SUPPLEMENT
Underwriting.............................................................. S-2
PROSPECTUS
Available Information..................................................... 1
Incorporation of Certain Documents by Reference........................... 1
The Company............................................................... 2
Risk Factors.............................................................. 3
Forward-Looking Statements................................................ 3
Description of Securities................................................. 3
Selling Stockholders...................................................... 4
Plan of Distribution...................................................... 5
Legal Matters............................................................. 5
Experts................................................................... 6
</TABLE>
676,325 SHARES
GUITAR CENTER, INC.
COMMON STOCK
---------------------
PROSPECTUS
---------------------
JUNE 3, 1998
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