MUSICLAND STORES CORP
8-K, 1998-04-02
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):  April 2, 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
















                                Total of 5 Pages
                       Exhibit Index Located on Pages 4-5


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<PAGE>




Item 5.  Other Events.


         On April 2, 1998 the  Registrant and its wholly owned  subsidiary,  The
Musicland Group,  Inc. issued a notice  persuant to Rule 135c. of the Securities
Act  of  1933  of  the  placement  of   $150,000,000  of  9 7/8  percent  Senior
Subordinated Notes due March 15, 2008, at a purchase  price of 99.211 percent of
face value. See attached Press Release (Exhibit 99).


Item 7.  Financial Statements and Exhibits


         (c)      Exhibits

                  99       Press Release dated April 2, 1998




                                    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:  April 2, 1998

                                             MUSICLAND STORES CORPORATION
                                                    (Registrant)

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


                                       2
<PAGE>





                                  EXHIBIT INDEX
                                  ------------- 


                                                       Page No. in Sequentially
Exhibit        Description of Exhibit                         Numbered Copy
- -------        ----------------------                  ------------------------ 
  99           Press Release dated April 2, 1998                 4-5
- ----                                                  -         ----



                                       3



                                                                      EXHIBIT 99
                                                                      ----------
                                                  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.,  (April 2, 1998) -  Musicland  Stores  Corporation
(NYSE:MLG)  today  said  that it  had  signed  an agreement on  April 1 for  the
placement of $150.0 million of 9 7/8 percent Senior Subordinated Notes due March
15, 2008, at a purchase price of 99.211 percent of face value. The net  proceeds
of the placement  to  the  company, after  deducting  discounts, commissions and
expenses, will be used to replace a portion of existing senior debt. The closing
of the placement is scheduled to occur on Monday, April 6, subject to normal and
customary closing conditions.
         The notes have been placed  pursuant to  exemptions  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 notes.
         Based in Minneapolis, Musicland Stores Corporation is a nationwide U.S.
specialty retailer of prerecorded  home-entertainment products.  As of March 31,
1997,  the company  operated  1,350 retail stores in 49 states, Puerto Rico, the


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<PAGE>
Virgin  Islands  and  the  United  Kingdom  under  the names Media Play, On Cue,
Suncoast Motion Picture Company and Sam Goody/Musicland.

                                       ###

         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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