MUSICLAND STORES CORP
8-K, 1998-03-18
RADIO, TV & CONSUMER ELECTRONICS STORES
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 205439


                                    FORM 8-K


                                 CURRENT REPORT
     Pursuant to Section 12 or 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  March 18, 1998


                          Musicland Stores Corporation
             (Exact name of registrant as specified in its charter)


          Delaware                     1-11014                    41-1623376
(State or other jurisdiction         (Commission                (IRS Employer
      of incorporation)              File Number)            Identification No.)


              10400 Yellow Circle Drive
                Minnetonka, Minnesota                     55343
      (Address of principal executive offices)          (Zip Code)


Registrant's telephone number, including area code:  (612) 931-8000




















                      
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<PAGE>




Item 5.  Other Events.


         On March 18, 1998 the Registrant and its wholly owned  subsidiary,  The
Musicland  Group,  Inc.  issued  a notice  of a  certain  proposed  unregistered
offering of debt  securities  pursuant to Rule 135c.  of the  Securities  Act of
1933. See attached Press Release (Exhibit 99).


Item 7.  Financial Statements and Exhibits


         (c)      Exhibits

                  99       Press Release dated March 18, 1998



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<PAGE>




                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  March 18, 1998

                                   MUSICLAND STORES CORPORATION
                                           (Registrant)



                                   By:  /s/ Keith A. Benson
                                      -----------------------  
                                          Keith A. Benson
                               Vice Chairman and Chief Financial Officer

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<PAGE>





                                  EXHIBIT INDEX



                                                        Page No. in Sequentially
Exhibit          Description of Exhibit                     Numbered Copy
- -------          ----------------------                 ------------------------


  99             Press Release dated March 18, 1998                5
 

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                                            CONTACT:     Marcia Appel (Media)
                                                         (612) 931-8742
                                                         [email protected]
                                                                 or
                                                         Brant Skogrand (Media)
                                                         (612) 931-8325
                                                         [email protected]
                                                                 or
                                                         Jim Nermyr (Investors)
                                                         (612) 931-8007
                                                         [email protected]

              MUSICLAND ANNOUNCES SENIOR SUBORDINATED DEBT OFFERING

         MINNEAPOLIS,  MINN.,  (March 18, 1998) -- Musicland Stores  Corporation
(NYSE:MLG)  today said that it intends to issue $150.0 million of 10-year senior
subordinated notes to replace  a portion of existing  senior  debt.  The company
said that the debt issue is subject to market conditions.  

         The  securities  will   be  offered   pursuant  to  an  exemption  from
registration under the Securities  Act of  1933.  This  communication  shall not
constitute an offer  to  sell  or  the  solicitation  of  an  offer  to buy  the
securities.  

         Based in  Minneapolis,  Musicland  Stores  Corporation is a  nationwide
U.S. specialty  retailer  of  prerecorded  home-entertainment  products.  As  of
December 31, 1997, the company operated  1,363 retail  stores in 49 states,  the
United Kingdom, Puerto Rico  and  the Virgin Islands under the names Media Play,
On Cue, Suncoast Motion Picture Company and Sam Goody/Musicland.










                                     (more)

                                       5
<PAGE>

Musicland Stores Corporation/ page 2




                                      # # #


     Forward-looking statements in this news release, if any, are made under the
safe harbor provisions of the Private Securities  Litigation Reform Act of 1995.
Certain  important  factors  could  cause  the  company  to not  issue the above
mentioned  securities,  including  the impact of  changing  economic or business
conditions,  unfavorable  interest  rates and other risk factors  discussed from
time to time in reports  filed by the company with the  Securities  and Exchange
Commission.
         
     To obtain a facsimile copy of Musicland Stores  Corporation press releases,
at  no  cost  to  you,  call  1-800-758-5804,  extension 585763. You  may access
Musicland's press release information on the Internet at  http://www.prnewswire.
com/cnoc/cnoc.html.


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