UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20289
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Musicland Stores Corporation
----------------------------
(Name of Issuer)
Common Stock, Par Value, $0.01 Per Share
----------------------------------------
(Title of Class of Securities)
62758B109
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(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 13 Pages
<PAGE>
CUSIP No. 62758B109 13G Page 2 of 13 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) ___
NOT APPLICABLE (B) ___
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
1,617,340
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 6,700*
PERSON WITH
(7) SOLE DISPOSITIVE POWER
1,615,856
(8) SHARED DISPOSITIVE POWER
8,184*
*Reporting person disclaims beneficial ownership of 6,700 shares.
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,624,040
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.45%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 62758B109 13G Page 3 of 13 Pages
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Keith A. Benson SSN: ###-##-####
8463 Crane Dance Trail
Eden Prairie, MN 55344
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) ___
NOT APPLICABLE (B) ___
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
520,610
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING
PERSON WITH
(7) SOLE DISPOSITIVE POWER
519,126
(8) SHARED DISPOSITIVE POWER
1,484
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
520,610
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.44%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 62758B109 1 3G Page 4 of 13 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) ___
NOT APPLICABLE (B) ___
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
608,306
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING
PERSON WITH
(7) SOLE DISPOSITIVE POWER
605,192
(8) SHARED DISPOSITIVE POWER
3,114
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
608,306
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.68%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 62758B109 13G Page 5 of 13 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) ___
NOT APPLICABLE (B) ___
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
108,394
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING
PERSON WITH
(7) SOLE DISPOSITIVE POWER
108,394
(8) SHARED DISPOSITIVE POWER
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,394
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.30 %
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 62758B109 13G Page 6 of 13 Pages
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Richard C. Casari SSN: ###-##-####
2750 Capriole Drive
Medina, MN 55340
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) ___
NOT APPLICABLE (B) ___
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
74,194
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING
PERSON WITH
(7) SOLE DISPOSITIVE POWER
72,797
(8) SHARED DISPOSITIVE POWER
1,397
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,194
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.21%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 62758B109 13G Page 7 of 13 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) ___
NOT APPLICABLE (B) ___
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
100,778
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING
PERSON WITH
(7) SOLE DISPOSITIVE POWER
99,347
(8) SHARED DISPOSITIVE POWER
1,431
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,778
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.28 %
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 62758B109 13G Page 8 of 13 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) ___
NOT APPLICABLE (B) ___
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
65,801
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING
PERSON WITH
(7) SOLE DISPOSITIVE POWER
64,441
(8) SHARED DISPOSITIVE POWER
1,360
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,801
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.18%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 62758B109 13G Page 9 of 13 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) ___
NOT APPLICABLE (B) ___
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
141,030
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING
PERSON WITH
(7) SOLE DISPOSITIVE POWER
117,905
(8) SHARED DISPOSITIVE POWER
23,125
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,030
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.39%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 62758B109 13G Page 10 of 13 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) ___
NOT APPLICABLE (B) ___
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
68,020
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING
PERSON WITH
(7) SOLE DISPOSITIVE POWER
66,697
(8) SHARED DISPOSITIVE POWER
1,323
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,020
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.19%
(12) TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 62758B109 13G Page 11 of 13 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 10
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
See cover pages 2 through 10
ITEM 2(C). CITIZENSHIP
See cover pages 2 through 10
ITEM 2(D). TITLE OF CLASS OF SECURITIES
See cover page 1
ITEM 2(E). CUSIP NUMBER
See cover page 1
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
<PAGE>
CUSIP No. 62758B109 13G Page 12 of 13 Pages
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned:
See cover pages 2 through 10
(b) Percent of Class:
See cover pages 2 through 10
(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 10
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. |X|
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
NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
The group of individuals filing this report, formerly known as
the Management Investors, are officers of the Issuer and were
party to the Management Shareholder Voting Agreement, dated as
of August 24, 1988 which expired on August 25, 1998 and is no
longer in force or effect for any purpose.
<PAGE>
CUSIP No. 62758B109 13G Page 13 of 13 Pages
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.
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, 1999
MANAGEMENT INVESTORS
By: /S/ Linda Alsid Ruehle
-------------------------
Name: Linda Alsid Ruehle
Title: Attorney-in-Fact
