<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20289
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
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 28 Pages
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CUSIP NO. 62758B109 13G PAGE 2 OF 28 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 55331
(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
32,011
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
1,762,723
(8) SHARED DISPOSITIVE POWER
25,511
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,558,156
(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 28 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Keith A. Benson SSN: ###-##-####
10640 Kiawah Drive
Eden Prairie, MN 55344
(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
1,011
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
612,392
(8) SHARED DISPOSITIVE POWER
6,011
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,517,156
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 4 OF 28 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
2,552
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
669,526
(8) SHARED DISPOSITIVE POWER
2,552
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,518,697
(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 28 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
1,011
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
148,572
(8) SHARED DISPOSITIVE POWER
1,011
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,517,156
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 6 OF 28 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
23
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
126,263
(8) SHARED DISPOSITIVE POWER
23
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,516,168
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 7 OF 28 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
1,011
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
153,090
(8) SHARED DISPOSITIVE POWER
1,011
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,517,156
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 8 OF 28 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 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
124,396
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,516,145
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 9 OF 28 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
914
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
86,797
(8) SHARED DISPOSITIVE POWER
914
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,517,059
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 10 OF 28 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
960
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
124,647
(8) SHARED DISPOSITIVE POWER
960
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,517,105
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 11 OF 28 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
900
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
102,462
(8) SHARED DISPOSITIVE POWER
900
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,517,045
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 12 OF 28 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
51,633
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
124,005
(8) SHARED DISPOSITIVE POWER
45,633
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,567,778
(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 13 OF 28 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
854
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
72,363
(8) SHARED DISPOSITIVE POWER
854
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,516,999
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 14 OF 28 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 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
243,104
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,516,145
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 15 OF 28 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 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
48,640
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,516,145
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 16 OF 28 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 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
102,128
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,517,145
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 17 OF 28 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 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
7,700
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,516,145
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 18 OF 28 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Kelly K. Pokluda SSN: ###-##-####
c/o 2523 Kelly Ave.
Excelsior, MN 55331
(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 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
7,700
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,516,145
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 19 OF 28 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 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
500
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,516,145
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 20 OF 28 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Brian K. Benson SSN: ###-##-####
4605 Vallacher Ave.
St. Louis Park, MN 55416
(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 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
5,000
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,516,145
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 21 OF 28 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 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
5,000
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,516,145
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 22 OF 28 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 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
917
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,516,145
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 62758B109 13G PAGE 23 OF 28 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 4,516,145
PERSON WITH
(7) SOLE DISPOSITIVE POWER
720
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,516,145
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
(12) TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 62758B109 13G PAGE 24 OF 28 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 23
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
See cover pages 2 through 23
ITEM 2(C). CITIZENSHIP
See cover pages 2 through 23
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
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CUSIP NO. 62758B109 13G PAGE 25 OF 28 PAGES
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED:
See cover pages 2 through 23
(b) PERCENT OF CLASS:
See cover pages 2 through 23
(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 23
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
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CUSIP NO. 62758B109 13G PAGE 26 OF 28 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 11, 1998
MANAGEMENT INVESTORS
By:
----------------------------------
Name: Linda Alsid Ruehle
Title: Attorney-in-Fact
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CUSIP NO. 62758B109 13G PAGE 27 OF 28 PAGES
EXHIBIT 1
MANAGEMENT INVESTORS
POSITIONS HELD WITH
MUSICLAND STORES CORPORATION
Jack W. Eugster Chairman of the Board, President and C.E.O.
Keith A. Benson Vice Chairman and C.F.O.
Gary A. Ross President, Superstores Division
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:
Bruce B. Bausman
Arnold A. Bernstein
Charles E. Baker
Larry C. Gaines
Robert A. Henderson
Harvey Thomas McLain
FAMILY MEMBERS:
Wendi Marie Reinl Stepdaughter of Jack W. Eugster
Kelly K. Pokluda "
Frances A. Benson Mother of Keith A. Benson
Brian K. Benson Children of Keith A. Benson
Carrie L. Benson "
Tamara Nermyr Children of James D. Nermyr
Michelle Winters "
<PAGE>
CUSIP NO. 62758B109 13G PAGE 28 OF 28 PAGES
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the Undersigned hereby constitutes
and appoints Heidi M. Hoard, Linda Alsid Ruehle and Karen A. Ring, and each
of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign on behalf of the
Undersigned all documents required to be filed with the Securities and
Exchange Commission under Section 13(d) of the Securities Exchange Act of
1934 and the rules thereunder, including Schedules 13D and 13G, and any
amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to perform any other acts that may be necessary in connection
with the foregoing that may be in the best interest of or legally required by
the Undersigned, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
The Undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the Undersigned, are not assuming
any of the Undersigned's responsibilities to comply with Section 13 of the
Securities Exchange Act of 1934.
This appointment shall remain in effect until revoked in writing by the
Undersigned.
Dated: March 6, 1997
-------------------------------------
Kelly K. Pokluda, SSN: ###-##-####
State of Minnesota
County of Hennepin
Subscribed and Sworn to before me
this 6th day of March, 1997.
Notary Public: Diane M. Chaikin
NOTARY SEAL:
