<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20289
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
MUSICLAND STORES CORPORATION
----------------------------------------
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE, $0.01 PER SHARE
----------------------------------------
(TITLE OF CLASS OF SECURITIES)
62758B109
----------------------------------------
(CUSIP NUMBER)
Check the following box if a fee is being paid with this statement. / / (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 the
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 1 of 29 Pages
<PAGE>
CUSIP NO. 62758B109 13G PAGE 2 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jack W. Eugster SSN: ###-##-####
2628 Kelly Avenue
Excelsior, MN 28331
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
31,485
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
1,684,390
(8) SHARED DISPOSITIVE POWER
32,685
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,549,232
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.9%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 3 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Keith A. Benson SSN: ###-##-####
2523 Kelly Avenue
Excelsior, MN 28331
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
485
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
584,059
(8) SHARED DISPOSITIVE POWER
5,485
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,508,232
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 4 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gary A. Ross SSN: ###-##-####
2608 Crosby Road
Wayzata, MN 28391
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
1,101
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
632,859
(8) SHARED DISPOSITIVE POWER
1,101
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,508,848
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 5 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Larry C. Gaines SSN: ###-##-####
5935 Boulder Bridge Lane
Shorewood, MN 28331
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
485
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
243,539
(8) SHARED DISPOSITIVE POWER
485
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,508,232
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 6 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bruce B. Bausman SSN: ###-##-####
1381 County Road 2401
Silverthorn, CO 80498
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
22
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
117,096
(8) SHARED DISPOSITIVE POWER
22
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,507,769
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 7 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Robert A. Henderson SSN: ###-##-####
6330 Trap Lane Circle
Chanhassen, MN 28317
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
485
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
194,757
(8) SHARED DISPOSITIVE POWER
485
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,508,232
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 8 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Douglas M. Tracey SSN: ###-##-####
3575 Lanam Ridge Road
Nashville, IN 47448
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
107,728
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,507,747
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 9 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Richard C. Casari SSN: ###-##-####
1845 Holly Lane
Plymouth, MN 28447
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
421
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
84,963
(8) SHARED DISPOSITIVE POWER
421
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,508,168
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 10 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Paula M. Connerney SSN: ###-##-####
1912 Cedar Lake Parkway
Minneapolis, MN 28416
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
455
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
122,963
(8) SHARED DISPOSITIVE POWER
455
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,508,202
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 11 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Robert A. Faulkner SSN: ###-##-####
3167 Lafayette Ridge Road
Wayzata, MN 28391
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
426
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
99,629
(8) SHARED DISPOSITIVE POWER
426
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,508,173
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 12 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
James D. Nermyr SSN: ###-##-####
503 Holly Circle
Wayzata, MN 28391
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
6,485
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
128,171
(8) SHARED DISPOSITIVE POWER
485
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,514,232
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 13 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Richard J. Odette SSN: ###-##-####
2868 Bristol Lane
Minnetonka, MN 28343
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
388
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
70,196
(8) SHARED DISPOSITIVE POWER
388
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,508,135
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 14 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Arnold A. Bernstein SSN: ###-##-####
212 West Hopkins
Aspen, CO 81611
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
243,104
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,507,747
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 15 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Charles E. Baker SSN: ###-##-####
4827 Northrop Drive
Minneapolis, MN 28406
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
79,628
(8) SHARED DISPOSITIVE POWER
1,000
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,507,747
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 16 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Harvey Thomas McLain SSN: ###-##-####
4752 Thomas Avenue South
Minneapolis, MN 28410
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
1,000
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
102,128
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,508,744
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 17 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Wendi Marie Reinl SSN: ###-##-####
920 9th Avenue
Sacramento, CA 95822
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
7,700
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,507,747
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 18 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Frances A. Benson SSN: ###-##-####
3663 Park Center Blvd. #530
St. Louis Park, MN 28416
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
500
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,507,747
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 19 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brian K. Benson SSN: ###-##-####
1650 Dublin Boulevard #264
Colorado Springs, CO 80918
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
5,000
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,507,747
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 20 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carrie L. Benson SSN: ###-##-####
2809 Colorado Avenue South
St. Louis Park, MN 28416
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
5,000
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,507,747
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 21 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Barbara K. Bausman SSN: ###-##-####
335 South Clark Drive
Los Angeles, CA 90048
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
1,000
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,507,747
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 22 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
William J. Bausman SSN: ###-##-####
6283 Kingfisher Lane
Eden Prairie, MN 28346
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
1,000
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,507,747
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 23 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Charles E. Baker, Jr. SSN: ###-##-####
4916 Culver Road
Golden Valley, MN 28422
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
500
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,507,747
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 24 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Tamara Nermyr SSN: ###-##-####
13445 60th Place North #87
Plymouth, MN 28446
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
917
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,507,747
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 25 OF 29 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michelle Winters SSN: ###-##-####
4704 E. Paradise Village Pkwy No. #303
Phoenix, AZ 85032
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) /X/
(B)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,507,747
PERSON WITH
(7) SOLE DISPOSITIVE POWER
720
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,507,747
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.8%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 26 OF 29 PAGES
ITEM 1(A). NAME OF ISSUER
Musicland Stores Corporation
Commission File # 1-11014
I.R.S. ID # 41-1623376
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
10400 Yellow Circle Drive
Minnetonka, Minnesota 28343
ITEM 2(A). NAME OF PERSON(S) FILING
See cover pages 2 through 25
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
See cover pages 2 through 25
ITEM 2(C). CITIZENSHIP
See cover pages 2 through 25
ITEM 2(D). TITLE OF CLASS OF SECURITIES
See cover page 1
ITEM 2(E). CUSIP NUMBER
See cover page 1
The group of individuals filing this report (the "Management
Investors") are officers and former officers of the Issuer (or members
of such officers' families) (see Exhibit 1) and are parties to the
Management Shareholder Voting Agreement, dated as of August 24, 1988.
The Management Investors were parties to said agreement and
beneficially owned over 10% of the Issuer's outstanding common stock
prior to the initial public offering of said stock which occurred on
February 26, 1992. (See the Issuer's Form S-1 Registration Statement
covering Common Stock initially filed with the Commission on July 6,
1990 - Commission File No. 33-35774).
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-l(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) BROKER OR DEALER REGISTERED UNDER SECTION 15 OF 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
(e) INVESTMENT ADVISER REGISTERED UNDER SECTION 203 OF THE INVESTMENT
ADVISERS ACT OF 1940
(f) EMPLOYEE BENEFIT PLAN, PENSION FUND WHICH IS SUBJECT TO THE
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974 OR ENDOWMENT FUND;
SEE RULE 13d-l(b)(1)(ii)(F)
(g) PARENT HOLDING COMPANY, IN ACCORDANCE WITH RULE 13d-l(b)(ii)(G)
(NOTE: SEE ITEM 7)
(h) GROUP, IN ACCORDANCE WITH RULE 13d-l(b)(1)(ii)(H)
NOT APPLICABLE
<PAGE>
CUSIP NO. 62758B109 13G PAGE 27 OF 29 PAGES
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED:
See cover pages 2 through 25
(b) PERCENT OF CLASS:
See cover pages 2 through 25
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
See cover pages 2 through 25
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.
NOT APPLICABLE
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
NOT APPLICABLE
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
SEE EXHIBIT 1
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
IN THE ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED FOR THE
PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING OR INFLUENCING THE
CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE NOT ACQUIRED IN
CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING SUCH
PURPOSES OR EFFECT.
NOT APPLICABLE
<PAGE>
CUSIP NO. 62758B109 13G PAGE 28 OF 29 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.
Dated: February 13, 1997
MANAGEMENT INVESTORS
By: _____________________________
Name: Linda Alsid Ruehle
Title: Attorney-in-Fact
<PAGE>
CUSIP NO. 62758B109 13G PAGE 29 OF 29 PAGES
EXHIBIT 1
MANAGEMENT INVESTORS
POSITIONS HELD WITH
MUSICLAND STORES CORPORATION
Jack W. Eugster Chairman of the Board, President and C.E.O.
Gary A. Ross President, Superstores Division
Keith A. Benson President, Mall Stores Division
Bruce B. Bausman Senior Vice President of Real Estate
Robert A. Henderson Senior Vice President and General Merchandise Manager
Douglas M. Tracey Senior Vice President of Distribution
Richard C. Casari Vice President Corporate RIM
Paula M. Connerney Division Senior Vice President of Stores -
Music Stores
Robert A. Faulkner Vice President and Controller
James D. Nermyr Vice President and Treasurer
Richard J. Odette Vice President of Purchasing of Prerecorded Audio
FORMER OFFICERS:
- ----------------
Arnold A. Bernstein
Charles E. Baker
Larry C. Gaines
Harvey Thomas McLain
FAMILY MEMBERS:
- ---------------
Wendi Marie Reinl Stepdaughter of Jack W. Eugster
Frances A. Benson Mother of Keith A. Benson
Brian K. Benson Children of Keith A. Benson
Carrie L. Benson "
Barbara K. Bausman Children of Bruce B. Bausman
William J. Bausman "
Charles E. Baker, Jr. Son of Charles E. Baker
Tamara Nermyr Children of James D. Nermyr
Michelle Winters "
