GUITAR CENTER INC
8-K, 1998-04-27
RADIO, TV & CONSUMER ELECTRONICS STORES
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                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549





                                    FORM 8-K




                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


                         Date of Report:  April 23, 1998
                        (Date of earliest event reported)


                               GUITAR CENTER, INC.
             (exact name of registrant as specified in its charter)


          DELAWARE              COMMISSION FILE:              95-4600862
      (State or other              000-22207               (I.R.S. Employer
        jurisdiction                                     Identification No.)
    of incorporation or
       organization)




                               5155 CLARETON DRIVE
                           AGOURA HILLS, CALIFORNIA
          (Address of Principal executive offices, including zip code)



                                 (818) 735-8800
              (Registrant's telephone number, including area code)



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ITEM 5.  OTHER EVENTS

          On April 23, 1998, Guitar Center, Inc. disseminated a press release, a
copy of which is filed herewith as Exhibit 99.1 and incorporated herein by this
reference.

                                    *  *  *  *  *


                                          2

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ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS.


EXHIBIT
 NO.                               DESCRIPTION
- -------                            -----------

99.1                  Press Release dated April 23, 1998


                                          3


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                                      SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized,


                                        GUITAR CENTER, INC.



Date:  April 23, 1998                   By   /s/ BRUCE ROSS
                                            ------------------------------------
                                             NAME:     Bruce Ross
                                             TITLE:    Executive Vice President
                                                       and Chief Financial
                                                       Officer


                                          4

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                                   EXHIBIT INDEX

                                                             SEQUENTIALLY
 EXHIBIT                                                       NUMBERED
   NO.                     DESCRIPTION                           PAGE
 -------                   -----------                       ------------

   99.1                    Press Release dated
                           April 23, 1998


                                         11-1


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                                     EXHIBIT 99.1



CONTACT:  Guitar Center Inc., Agoura Hills
     Bruce Ross, 818/735-8800

        GUITAR CENTER INC. INTENDS TO FILE REGISTRATION STATEMENT TO REGISTER
                              CERTAIN STOCKHOLDER SHARES

AGOURA HILLS, Calif.

     April 23, 1998--Guitar Center Inc. (Nasdaq/NM:GTRC) announced that DLJ
Merchant Banking Partners L.P. and certain affiliated entities have requested
that the company register for resale approximately 677,000 shares of common
stock issuable upon the exercise of warrants held by those entities.

     The warrants were originally issued in connection with the company's 1996
recapitalization.   Accordingly, the company plans in the near future to file a
related registration statement with the Securities and Exchange Commission.

     Certain other stockholders have the right to include shares in this
registration statement if they so elect, although no such election had been
received as of April 22, 1998. The offering of the shares of common stock for
resale will be made only by means of a prospectus.

                                         11-2



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