UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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)
NOVEMBER 11, 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 4 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 1,553,600
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,553,600
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,553,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
ITEM 1. Security and Issuer
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The Schedule 13D initially filed on October 23, 1997 relating to
the common stock, par value $0.01 per share (the "Common Stock"),
issued by Musicland Stores Corporation, a Delaware corporation (the
"Issuer") is hereby amended by this Amendment No. 1 to the Schedule
13D to report a change in beneficial ownership that terminates the
Reporting Person's (as defined below) obligation. Since the Reporting
Person no longer beneficially owns more than 5% of the Common Stock,
this filing constitutes the Reporting Person's final statement on
Schedule 13D with respect to the Common Stock. The Schedule 13D is
amended as follows:
ITEM 5. Interest in Securities of the Issuer
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Item 5(a) is hereby supplemented by the addition of the
following:
(a) As of the date hereof, the Reporting Person is deemed to be
the beneficial owner of 1,553,600 shares of Common Stock, constituting
4.5% of the outstanding shares of Common Stock (based upon 34,310,008
shares issued and outstanding as of October 31, 1997 according to
publicly available filings of the Issuer).
Item 5(c) is hereby supplemented by the addition of the
following:
(c) Since the most recent filing on Schedule 13D through January
12, 1998, the Reporting Person has disposed of 206,400 shares of
Common Stock. The number of shares and the price per share for all
transactions effected the Reporting Person since the filing of the
Schedule 13D are as follows:
Trade Date No of Shares Price Per Share
---------- Acquired/(Sold) ---------------
--------------
10/29/97 (13,500) $6.66
10/30/97 (2,500) $6.19
10/30/97 (2,500) $6.32
10/31/97 (21,500) $6.26
11/10/97 (5,000) $7.63
11/11/97 (51,000) $7.60
11/12/97 (51,000) $7.32
11/13/97 (45,900) $6.95
12/15/97 (50,000) $5.94
01/06/98 5,000 $7.50
01/06/98 1,500 $7.56
01/08/98 25,000 $7.61
01/12/98 5,000 $7.06
All such transactions were open market transactions effected on the
New York Stock Exchange. No other transactions were effected by the
Reporting Person during such period.
Item 5(e) is hereby supplemented by the addition of the
following:
(e) The Reporting Person ceased to be the beneficial owner of
more than 5% of the shares of Common Stock on November 11, 1997.
SIGNATURE
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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: January 27, 1998
RICHARD L. CHILTON, JR.
By: /s/ Richard L. Chilton, Jr.
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