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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G/A
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934(1)
(AMENDMENT 1)
Guitar Center, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
402040 10 9
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(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/X/ Rule 13d-1(d)
(1) 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).
Page 1 of 5 Pages
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CUSIP NO. 402040 10 9 13G/A PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARTIN ALBERTSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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5 SOLE VOTING POWER
NUMBER OF SHARES 607,707
BENEFICIALLY ----------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 567,915
REPORTING ----------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
607,707
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WITH 8 SHARED DISPOSITIVE POWER
567,915
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED
1,175,622
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/ /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
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12 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 402040 10 9 13G/A PAGE 3 OF 5 PAGES
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ITEM 1(a). NAME OF ISSUER:
Guitar Center, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
5155 Clareton Drive, Agoura Hills, California 91301
ITEM 2(a). NAME OF PERSON FILING:
The name of the person filing this information is
Martin Albertson.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of Mr.
Albertson c/o Guitar Center, Inc. 5155 Clareton Drive,
Agoura Hills, CA 91301.
ITEM 2(c). CITIZENSHIP:
Mr. Albertson is a citizen of the United States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
This information statement relates to the Common
Stock, $01. par value, of the Issuer (the "Common Stock").
ITEM 2(e). CUSIP NUMBER:
The CUSIP number of the Common Stock is 402040 10 9.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4. OWNERSHIP.
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any
month described in Rule 13d-1(b)(2), if applicable, exceeds
five percent, provide the following information as of that
date and identify those shares which there is a right to
acquire.
(a) Amount Beneficially Owned:
Mr. Albertson beneficially owns 1,175,622 shares of Common
Stock. The shares shown in items 6, 8, and 9 of the cover
pages for Mr. Albertson include the following: (1) 462,711
shares of Common Stock held by a trust for the benefit of
Mr. Albertson and his spouse for which Mr. Albertson and
his spouse serve as co-trustees; (2) 100,000 shares of
Common Stock held by a limited partnership for which Mr.
Albertson is a general partner; (3) 52,602 shares of Common
Stock held in trust for the benefit of Mr. Albertson and
one of his children for which Mr. Albertson serves as
trustee; and (4) 52,602 shares of Common Stock held in
trust for the benefit of Mr. Albertson's spouse and one of
his children for which Mr. Albertson serves as trustee.
The shares shown in items 5, 7 and 9 of the cover page for
Mr. Albertson include 109,722 shares issuable upon the
exercise of a currently exercisable option granted to Mr.
Albertson by Chase Venture Capital Associates, L.P., Wells
Fargo Small Business Investment Company, Inc., and Weston
Presido Capital II, L.P, and 397,985 shares issuable upon
the exercise of a currently exercisable option granted to
Mr. Albertson by the Issuer.
(b) Percent of Class:
5.3%
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CUSIP NO. 402040 10 9 13G/A PAGE 4 OF 5 PAGES
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(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 607,707.
(ii) shared power to vote or to direct the vote 567,915.
(iii) sole power to dispose or to direct the
disposition of 607,707.
(iv) shared power to dispose or to direct the
disposition of 567,915.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following / /.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
See item 4 above.
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.
Not applicable.
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CUSIP NO. 402040 10 9 13G/A PAGE 5 OF 5 PAGES
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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.
Date: February 14, 2000 /s/ Martin Albertson
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Martin Albertson
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized representative
other than an executive officer or general partner of the filing person,
evidence of the representative's authority to sign on behalf of such person
shall be filed with the statement, provided, however, that a power of
attorney for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs
the statement shall be typed or printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
