UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark one)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934
For the fiscal year ended December 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-11014
MUSICLAND STORES CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 41-1623376
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10400 Yellow Circle Drive,
Minnetonka, Minnesota 55343
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (952) 931-8000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common stock, $.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
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The aggregate market value of the voting stock held by nonaffiliates of
the Registrant on March 10, 2000 was approximately $213,243,536 based on the
closing stock price of $6.9375 on the New York Stock Exchange on such date (only
directors and executive officers of the Registrant are considered affiliates for
this calculation).
The Registrant had 33,078,941 shares of common stock outstanding on
March 10, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held May 8, 2000 (the "Proxy Statement") are incorporated by
reference into Part III.
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EXHIBIT INDEX
Exhibit
No. Description
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3.1 - Restated Certificate of Incorporation of MSC, as amended
(incorporated by reference to Amendment No. 1 to MSC's Form S-1
Registration Statement covering common stock filed with the
Commission on July 20, 1990, File No. 33-35774)
3.2 - By-laws of MSC, as amended (incorporated by reference to MSC's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1998 filed with the Commission on November 13,
1998, File No. 1-11014)
4.1(a) - Senior Subordinated Note Indenture, including form of Note, dated
as of June 15, 1993 among MGI, MSC and Bank One Columbus, N.A. as
Successor Trustee to Harris Trust and Savings Bank (incorporated
by reference to Amendment No. 1 to MGI's Registration Statement
covering 9% Senior Subordinated Notes filed with the Commission
on June 3, 1993 File No. 33-62928)
4.1(b) - First Supplemental Indenture dated as of June 13, 1997 to the
Senior Subordinated Note Indenture (incorporated by reference to
MSC's Quarterly report on Form 10-Q for the quarterly period
ended June 30, 1997 filed with the Commission on August 13, 1997,
File No. 1-11014)
4.2 - Amended and Restated Rights Agreement dated as of March 13, 2000,
between MSC and Norwest Bank Minnesota, National Association,
Rights Agent (incorporated by reference to Amendment No. 1 to
MSC's Form 8-A Exchange Act Registration Statement covering
Preferred Share Purchase Rights filed with the Commission on
March 15, 2000)
4.3 - Indenture including Form of Note dated as of April 6, 1998
between MGI, as Issuer, MSC, as Guarantor, and Bank One, N.A., as
Trustee (incorporated by reference to MGI's Registration
Statement on Form S-4 covering 9 7/8% Senior Subordinated Notes
initially filed with the Commission on April 24, 1998, File No.
333-50951)
4.4(a) - Loan and Security Agreement dated as of September 29, 1999 by and
between Congress Financial Corporation (Central) as Lender and
The Musicland Group, Inc. as Borrower (incorporated by reference
to MSC's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1999 filed with the Commission on November
12, 1999, File No. 1-11014)
4.4(b) - Form of Guarantee on behalf of Musicland Stores Corporation,
Musicland Retail, Inc. and Media Play, Inc. dated as of September
29, 1999 in favor of Congress Financial Corporation (Central)
(incorporated by reference to MSC's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1999 filed with the
Commission on November 12, 1999, File No. 1-11014)
4.4(c) - Form of General Security Agreement on behalf of Musicland Retail,
Inc. and Media Play, Inc. dated as of September 29, 1999 in favor
of Congress Financial Corporation (Central) (incorporated by
reference to MSC's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1999 filed with the
Commission on November 12, 1999, File No. 1-11014)
*10.1(a) - Form of Subscription Agreement among MSC and the Management
Investors (incorporated by reference to Amendment No. 2 to MSC's
Form S-1 Registration Statement covering Senior Subordinated
Notes filed with the Commission on August 17, 1988, File No.
33-22058)
*10.1(b) - Form of amendment to Management Subscription Agreement
(incorporated by reference to Amendment No. 1 to MSC's Form S-1
Registration Statement covering common stock filed with the
Commission on July 20, 1990, File No. 33-35774)
*10.2 - Form of Registration Rights Agreement among MSC, DLJ and the
Management Investors (incorporated by reference to MSC's Annual
Report on Form 10-K for the year ended December 31, 1993 filed
with the Commission on March 25, 1994, File No. 1-11014)
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Exhibit
No. Description
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*10.3 - 1988 Stock Option Plan, as amended (incorporated by reference to
Amendment No. 1 to MSC's Form S-1 Registration Statement covering
common stock filed with the Commission on July 20, 1990, File No.
33-35774)
*10.4 - Stock Option Plan for Unaffiliated Directors of MSC, as amended
(incorporated by reference to MSC's Quarterly report on Form 10-Q
for the quarterly period ended June 30, 1997 filed with the
Commission on August 13, 1997, File No. 1-11014)
*10.5 - 1992 Stock Option Plan (incorporated by reference to Amendment
No. 4 to MSC's Form S-1 Registration Statement covering common
stock filed with the Commission on January 27, 1992, File No.
33-35774)
*10.6 - Musicland Stores Corporation 1994 Employee Stock Option Plan
(incorporated by reference to MSC's Annual Report on Form 10-K
for the year ended December 31, 1994 filed with the Commission on
March 27, 1995, File No. 1-11014)
*10.7 - Musicland Stores Corporation 1998 Stock Incentive Plan
(incorporated by reference to MSC's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1998 filed with the
Commission on August 12, 1998, File No. 1-11014)
*10.8(a) - Management Incentive Plan dated as of January 1, 1999
(incorporated by reference to MSC's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 1999 filed with the
Commission on May 13, 1999, File No. 1-11014)
*10.8(b) - Alternate Incentive Plan for Designated Senior Officers
(incorporated by reference to MSC's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1999 filed with the
Commission on August 12, 1999, File No. 1-11014)
*10.9 - Three-Year Cycle Long Term Incentive Plan (incorporated by
reference to MSC's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1999 filed with the Commission
on May 13, 1999, File No. 1-11014)
*10.10 - Executive Officer Salary Continuation Plan dated as of March 10,
1997 (incorporated by reference to MSC's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 1997 filed with the
Commission on May 14, 1997, File No. 1-11014)
*10.11 - The Musicland Group, Inc. Supplemental Executive Retirement Plan
adopted as of October 26, 1998 (incorporated by reference to
MSC's Annual Report on Form 10-K for the year ended December 31,
1998 filed with the Commission on March 25, 1999, File No.
1-11014)
*10.12 - Form of Employment Agreement for Chief Executive Officer, as of
July 26, 1999 (previously filed)
*10.13 - Form of Employment Agreement for Other Senior Executive Officers,
as of July 26, 1999 (previously filed)
11 - Statement re computation of per share earnings (requirements met
by Note 1 and Note 2 of Notes to Consolidated Financial
Statements)
21 - Subsidiaries of MSC (previously filed)
23 - Consent of Arthur Andersen LLP
27 - Financial Data Schedule (previously filed)
99 - Form 11-K for The Musicland Group's Capital Accumulation Plan
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* Indicates Management Contract or Compensatory Plan or Agreement required to be
filed as an Exhibit to this form.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
MUSICLAND STORES CORPORATION
(Registrant)
By: /s/ Keith A. Benson
--------------------------
Keith A. Benson
Vice Chairman, Chief
Financial Officer and
Director
(principal financial and
accounting officer)
Date: June 22, 2000
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