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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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MUSICLAND STORES CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
62758B109
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(CUSIP Number)
CHILTON INVESTMENT CO., INC., 320 PARK AVENUE, 22ND FLOOR NEW YORK, NY 10022
ATTN: RICHARD L. CHILTON, JR. (212) 751-3596
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 25, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*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).
SCHEDULE 13D
CUSIP No. 62758B109 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
RICHARD L. CHILTON, JR.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF; OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,760,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,760,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.13%
14 TYPE OF REPORTING PERSON*
IN
ITEM 1. Security and Issuer
-------------------
This statement on Schedule 13D (this "Statement") relates to
the common stock, par value $0.01 per share (the "Common Stock"), of
Musicland Stores Corporation, a Delaware corporation (the "Issuer").
The principal executive offices of the Issuer are located at 10400
Yellow Circle Drive, Minnetonka, Minnesota 55343. The Reporting Person
(as defined in Item 2 below) is filing this 13D to report beneficial
ownership of more than 5% of Common Stock outstanding commencing
September, 1997.
ITEM 2. Identity and Background
-----------------------
This Statement is being filed on behalf of Richard L.
Chilton, Jr. Mr. Chilton is sometimes referred to herein as the
"Reporting Person."
ITEM 2. (a), (b), (c)
Richard L. Chilton, Jr. is the sole shareholder of certain
corporations and is the managing general partner of certain limited
partnerships, which act as investment advisor to several limited
partnerships (together, the "Limited Partnerships"), several managed
accounts (together, the "Managed Accounts"), and several investment
funds (together , the "Funds"). As such, Mr. Chilton exercises voting
control and dispositive power over the securities reported herein. The
Limited Partnerships, Managed Accounts, and the Funds are in the
business of investing and trading primarily in securities and
finanical instruments.
The address of the principal office of the Reporting Room is
320 Park Avenue, 22nd Floor, New York, New York 10022. The prinicpal
occupations of Mr. Chilton are as the sole shareholder of certain
corporations and as the managing general partner of certain limited
partnerships.
ITEM 2. (d), (e)
During the last five years, the Reporting Person has not (i)
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
ITEM 2. (f)
To the best knowledge of the Reporting Person, all natural
persons identified herein are United States citizens.
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
As of the date hereof, Mr. Chilton has acquired 1,760,000
shares of Common Stock for an aggregate purchase price of
$7,492,866.39. All of such purchases and sales were made through open
market transactions. The funds for the acquisition of the shares of
Common Stock by Mr. Chilton came from funds of the investors in the
Managed Accounts and the Funds, and from the contributions of the
partners of the Limited Partnerships.
ITEM 4. Purpose of Transaction
----------------------
The Reporting Person has acquired the Common Stock
beneficially owned by it for investment purposes and in the ordinary
course of business. The Reporting Person does not have any plans or
proposals which relate to or would result in the types of transactions
set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
However, the Reporting Person intends to review on a continuing basis
its investment in the Issuer, including the Issuer's business,
financial condition and operating results and general market and
industry conditions and, based upon such review, may acquire
additional shares of Common Stock or dispose of shares of Common
Stock, in the open market, in privately negotiated transactions or
otherwise.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
(a) Mr. Chilton beneficially owns 1,760,000 shares of Common
Stock, representing 5.13% of the shares of Common Stock. (The
foregoing calculations are based on 34,301,956 shares of Common Stock
issued and outstanding as of July 31, 1997 according to publicly
available filings of the Issuer).
(b) The responses of the Reporting Person to Items 7 through
11 of the cover pages of this Schedule 13D relating to beneficial
ownership of the shares of Common Stock are incorporated herein by
reference.
(c) Except as set forth above, the Reporting Person does not
beneficially own any shares of Common Stock and has not effected any
transactions in shares of Common Stock during the preceding 60 days.
(d) The investors in the Managed Accounts and the Funds, and
the partners of the Limited Partnerships, have the right to receive
the proceeds from the sale of 1,760,000 shares of Common Stock
beneficially owned by Mr. Chilton.
(e) Not applicable.
A description of the transactions of the Reporting Person in
the shares of Common Stock that were effected during the past 60 days
is attached hereto as Exhibit A and incorporated by reference herein.
All of these transactions were effected on the open market on the New
York Stock Exchange.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
--------------------------------------------------------
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Person and
any person with respect to any securities of the Issuer, including but
not limited to transfer or voting of any of the securities, finder's
fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
Exhibit A: Schedule of Transactions.
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: October 23, 1997
RICHARD L. CHILTON, JR.
By: /s/ Richard L. Chilton, Jr.
--------------------------------
Exhibit A--Page 1 of 1 Page
Exhibit A
Transactions in Shares of Common Stock ($0.01 par value)
of Musicland Stores Corporation. (CUSIP # 62758B109)
Since July 26, 1997
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# of Shares
Trade Date Price Purchased
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7/30/97 3.80 31,200
7/30/97 3.90 100,000
8/06/97 3.98 400,000
8/07/97 4.28 86,300
8/26/97 4.98 200,000
9/02/97 4.94 200,000
9/02/97 5.00 35,000
9/03/97 5.06 15,000
9/05/97 6.78 60,000
9/25/97 7.37 50,000
