Filed Pursuant to Rule 424(b)(3)
Registration No. 333-51401
As filed with the Securities and Exchange Commission on August 14, 1998
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SUPPLEMENT TO
PROSPECTUS FILED ON APRIL 30, 1998
AS PART OF REGISTRATION STATEMENT ON FORM S-3
DECLARED EFFECTIVE ON MAY 13, 1998
-----------------------
3,813,388 Shares
Common Stock
MUSICLAND STORES CORPORATION
(Exact name of Registrant as specified in its charter)
The Undersigned Registrant hereby files this Prospectus Supplement for the
sole purpose of amending certain of the names of the Warrant Holders listed as
Potential Selling Shareholders on Page 11 of the Prospectus to read as follows:
<TABLE>
<CAPTION>
Name of Number Of Shares Number Of Shares Number Of Shares
Potential Selling Shareholder Owned Upon Exercise Included in this Owned if All
of All Registration Included Shares Are
Warrants Sold
<S> <C> <C> <C>
Morgan Guaranty Trust Company of New York 273,313 273,313 0
JMG Convertible Investments LP 259,837 259,837 0
Triton Capital Investments, Ltd. 259,242 259,242 0
The Long Term Credit Bank of Japan, Ltd 154,877 154,877 0
Hour, L.L.C. 148,313 148,313 0
Donaldson, Lufkin, Jenrette Securities Corp. 120,220 120,220 0
NationsBank, N.A. 109,325 109,325 0
NationsBanc Montgomery Securities LLC 318,864 318,864 0
First Trust Corporation TTEEFBO Lawrence 100,000 100,000 0
J. Rawson IRA, SSN ###-##-####
Credit Lyonnais New York Branch 78,089 78,089 0
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Prospectus Supplement to be signed on its behalf
by the undersigned thereunto duly authorized in Minnetonka, Minnesota, as of the
14th day of August, 1998.
MUSICLAND STORES CORPORATION
BY: /s/ Linda Alsid Ruehle
Linda Alsid Ruehle
Assistant General Counsel
and Assistant Secretary
Attorney-in-fact
