GUITAR CENTER INC
SC 13G, 1999-06-11
RADIO, TV & CONSUMER ELECTRONICS STORES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. __)*


                               GUITAR CENTER INC.
                          -----------------------------
                                (Name of Issuer)


                                  Common Stock
                          -----------------------------
                         (Title of Class of Securities)


                                    402040109
                          -----------------------------
                                 (CUSIP Number)


                                  May 28, 1999
                          -----------------------------
             (Date of Event which Requires Filing of this Statement)


     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

         [ ]      Rule 13d-1(b)

         [X]      Rule 13d-1(c)

         [ ]      Rule 13d-1(d)

- --------
* 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 in 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).



<PAGE>


CUSIP NO. 402040109            SCHEDULE 13G                Page 2 of 6 Pages


- --------------------------------------------------------------------------------
1.       NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
         (entities only)

         DeAnna Eastman
- --------------------------------------------------------------------------------
2.       CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP

         (a) [ ]           (b)  [X]
- --------------------------------------------------------------------------------
3.       SEC USE ONLY

- --------------------------------------------------------------------------------
4.       CITIZENSHIP OR PLACE OF ORGANIZATION

         U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF SHARES         5.   SOLE VOTING POWER                     0 shares
                       ---------------------------------------------------------
BENEFICIALLY OWNED       6.   SHARED VOTING POWER           1,589,656 shares
                       ---------------------------------------------------------
BY EACH REPORTING        7.   SOLE DISPOSITIVE POWER                0 shares
                       ---------------------------------------------------------
PERSON WITH              8.   SHARED DISPOSITIVE POWER      1,589,656 shares
- --------------------------------------------------------------------------------
9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         1,589,656 shares
- --------------------------------------------------------------------------------
10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  [  ]
- --------------------------------------------------------------------------------
11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

         7.9%
- --------------------------------------------------------------------------------
12.      TYPE OF REPORTING PERSON

         IN
- --------------------------------------------------------------------------------



<PAGE>

CUSIP NO. 402040109            SCHEDULE 13G                Page 3 of 6 Pages



     This Schedule 13G, dated June 11, 1999, of DeAnna Eastman relates to the
shares of Common Stock of Guitar Center, Inc.

Item 1(a).        Name of Issuer:

         Guitar Center Inc.

Item 1(b).        Address of Issuer's Principal Executive Offices:

         5155 Clareton Drive, Agoura Hills, CA 91301

Item 2(a).        Name of Person Filing:

         DeAnna Eastman

Item 2(b).        Address of Principal Business Offices or, if none, Residence:

         2271 Johns Peak Road, Central Point, OR 97502

Item 2(c).        Citizenship:

         U.S.A.

Item 2(d).        Title of Class of Securities:

         Common Stock

Item 2(e).        CUSIP Number:

         402040109

Item     3. If  this  statement is filed pursuant to ss.ss.240.13d-1(b)  or
         240.13d-2(b) or (c), check whether the person filing is a:

         (a) [ ] Broker or dealer registered under section 15 of
                 the Securities Exchange Act of 1934 (the "Act").

         (b) [ ] Bank as defined in section 3(a)(6) of the Act.

         (c) [ ] Insurance company as defined in section 3(a)(19) of the Act.

         (d) [ ] Investment company registered under section 8 of
                 the Investment Company Act of 1940.



<PAGE>


CUSIP NO. 402040109            SCHEDULE 13G                Page 4 of 6 Pages


         (e)    [ ] An investment advisor in accordance with
                    ss.240.13d-1(b)(1)(ii)(E).

         (f)    [ ] An employee benefit plan or endowment fund in
                    accordance with ss.240.13d-1(b)(1)(ii)(F).

         (g)    [ ] A parent holding company or control person in
                    accordance with ss.240.13d-1(b)(1)(ii)(G).

         (h)    [ ] A savings association as defined in Section 3(b)
                    of the Federal Deposit Insurance Act.

         (i)    [ ]  A  church plan that is excluded from the
                     definition of an investment company under section
                     3(c)(14) of the Investment Company Act of 1940.

         (j)    [ ]  Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

         See Item 6.

         If this statement is filed pursuant to ss.240.13d-1(c),  check this box
[X].

Item 4.  Ownership:

         (a)      Amount beneficially owned:  1,589,656 shares

         (b)      Percent of class:  7.9%

         (c)      Number of shares as to which the person has:

                  (i)   Sole power to vote or to direct the vote: 0 shares

                  (ii)  Shared power to vote or to direct the vote:
                        1,589,656 shares

                  (iii) Sole power to dispose or to direct the disposition of:
                        0 shares

                  (iv)  Shared power to dispose or direct the disposition of:
                        1,589,656 shares

Item 5.  Ownership of Five Percent or Less of a Class

         Not applicable



<PAGE>


CUSIP NO. 402040109            SCHEDULE 13G                Page 5 of 6 Pages

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person

     The Securities referred to as beneficially owned by DeAnna Eastman in Items
4(c)ii and 4(c)iv of this Document are owned by various trusts for which Mrs.
Eastman serves as trustee. The trusts are as follows:

o    Musician's Friend Trust owns 1,001,788 shares with Robert Eastman, DeAnna
     Eastman and Allen Dinardi as Trustees.

o    Amazing Grace Foundation owns 350,240 shares with Robert Eastman and DeAnna
     Eastman as Trustees.

o    Midas Touch Investments Trust owns 193,878 shares with Robert and DeAnna
     Eastman as Trustees.

o    Eiger Mountain Real Estate Trust owns 43,750 shares with Robert and DeAnna
     Eastman as Trustees.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on By the Parent Holding Company

         Not applicable

Item 8.  Identification and Classification of Members of the Group

         Not applicable

Item 9.  Notice of Dissolution of Group

         Not applicable

Item 10. Certification

         By  signing  below I  certify  that,  to the best of my  knowledge  and
         belief, the securities  referred to above were acquired and are held in
         the ordinary  course of business and were not acquired and are not held
         for the purpose of or with the effect of changing  or  influencing  the
         control of the issuer of the  securities  and were not acquired and are
         not held in  connection  with or as a  participant  in any  transaction
         having that purpose or effect.



<PAGE>

CUSIP NO. 402040109            SCHEDULE 13G                Page 6 of 6 Pages


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.




           June 8, 1999                            /s/ De Anna Eastman
- ------------------------------              ------------------------------
               (Date)                                De Anna Eastman



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