Filed Pursuant to Rule 424(b)(3)
Registration No. 333-51401
As filed with the Securities and Exchange Commission on April 26, 1999
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:
Name of Potential Number Of Shares Number Of Shares Number Of Shares
Selling Shareholder Owned Upon Included in this Owned if All
Exercise of Registration Included Shares
All Warrants Are Sold
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. 95,927 95,927 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
ING Baring U.S.
Capital LLC 24,293 24,293 0
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 26th day of April, 1999.
MUSICLAND STORES CORPORATION
BY: /s/ Linda Alsid Ruehle
----------------------------
Linda Alsid Ruehle
Assistant General Counsel and
Assistant Secretary
Attorney-in-fact
