CUSIP NO. 62758B109
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
MUSICLAND STORES CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
62758B109
(CUSIP Number)
Teren Seto Handelman
98 Mount Hebron Road
Upper Montclair, NJ 07043
973-744-8020
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 29, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box: ___________.
Check the following box if a fee is being paid with the statement
(not applicable). (A fee is not required only if the reporting
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 disclosures provided in
a prior cover page.
The information required on 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).
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.A.A.A. Trust FBO Mark, Andrew, Alan and Alfred Teo, Jr.,
Teren Seto Handelman, Trustee
IRS #22-6584856
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)____
(b) XX
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Trust Funds
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS ________
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7. SOLE VOTING POWER: 3,184,600 shares
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER: 3,184,600 shares
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 3,184,600 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*: ________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.70%
14. TYPE OF REPORTING PERSON*: Trust
ITEM 1. SECURITY AND ISSUER
SCHEDULE 13D
CUSIP NO. 62758B109
No Par Value Common Stock
Musicland Stores Corp.
Jack W. Eugster, Chairman of the Board, President, CEO
10400 Yellow Circle Drive
Minnetonka, MN 5534
ITEM 2. IDENTITY AND BACKGROUND
I. M.A.A.A. TRUST FBO MARK, ANDREW, ALAN & ALFRED TEO, JR.,
TEREN SETO HANDELMAN, TRUSTEE
(a) M.A.A.A Trust FBO Mark, Andrew, Alan & Alfred Teo, Jr.
(b) Place of Organization: 51 Route 23 South, P. O. Box 70,
Riverdale, NJ 07457
(c) Principal business: Trust
(d) During the last five (5) years, neither Mark Teo, Andrew Teo,
Alan Teo, Alfred Teo, Jr. nor Teren Seto Handelman have been
convicted in a criminal proceeding.
(e) During the last five (5) years, neither Mark Teo, Andrew Teo,
Alan Teo, Alfred Teo, Jr. nor Teren Seto Handelman have been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which they were subject to a
judgment, decree or final order enjoining future violations or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of funds used by the Trust was trust funds.The aggregate
amount of funds used in making the purchases excluding brokerage
commissions and other costs of execution through the close of business
on February 29, 2000 was:
M.A.A.A. Trust FBO Mark, Andrew,
Alan & Alfred Teo, Jr. $22,292,200.00
ITEM 4. PURPOSE OF TRANSACTION
The acquisition of the securities of the issuer was made for the
purpose of investment and to work with management to enhance the
shareholders value.
(a) The reporting person may acquire additional securities of
the issuer or dispose of securities of the issuer from time
to time;
(b) The reporting person has no plans or proposals which
relate to or would result in an extraordinary corporate
transaction, such as a merger, reorganization or liquidation,
involving the issuer or any of its subsidiaries;
(c) The reporting person has no plans or proposals which
relate to or would result in a sale or transfer of a material
amount of assets of the issuer or any of its subsidiaries;
(d) The reporting person has no plans or proposals which
relate to or would result in any change in the present board of
directors or management of the issuer, including any plans or
proposals to change the number or term of directors or to
fill any existing vacancies on the board;
(e) The reporting person has no plans or proposals which
relate to or would result in any material change in the present
capitalization or dividend policy of the issuer;
(f) The reporting person has no plans or proposals which
relate to or would result in any other material change in the
issuer's business or corporate structure including but not
limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required
by section 13 of the Investment Company Act of 1940;
(g) The reporting person has no plans or proposals which
relate to or would result in any changes in the issuer's charter,
bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the issuer by
any person;
(h) The reporting person has no plans or proposals which
relate to or would result in causing a class of securities of the
issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in any inter-dealer
quotation system of a registered national securities
association;
(i) The reporting person has no plans or proposals which
relate to or would result in a class of equity securities of the
issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or
(j) The reporting person has no plans or proposals which
relate to or would result in any action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the close of business on February 29, 2000, the
aggregate number and percentage of the class of securities
identified pursuant to Item 1 beneficially owned by the
person named in Item 2 is as follows:
Number Percentage
Name of Shares of Class
M.A.A.A. Trust FBO Mark,Andrew,
Alan & Alfred Teo, Jr. 3,184,600 8.70%
Note: Percentage of Class is based on 36,604,674 shares
outstanding.
(b) Teren Seto Handelman as Trustee has sole power to vote or
direct the vote and sole power to dispose of or direct the
disposition of the shares of stock listed above in paragraph (a).
(c) Transactions in the class of securities reported that were
effected in the last sixty (60) days are shown on Exhibit A
attached hereto.
(d) Where an interest relates to more than five (5%) percent of
the class, the person having the right to receive or the power
to direct the receipt of dividends from, or the proceeds from
the sale of such securities is the same person identified
in paragraph (b) above.
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among persons named in
Item 2 and between such person(s) and any person with respect to
any securities of the issuer, including but not limited to
transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees
or profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
There are no written agreements relating to the filing of joint
acquisition statements as required by Rule 13d-1(f) (Section
240.13d-1(f)) and no written agreements, contracts, arrangements,
understandings, plans or proposals relating to (1) the borrowing
of funds to finance the acquisition as disclosed in Item 3; (2)
the acquisition of issuer control, liquidation, sale of assets,
merger, or change in business or corporate structure or any other
mater as disclosed in Item 4; and (3) the transfer or voting of
the securities, finder's fees, joint ventures, options, puts,
calls, guarantees of loans, guarantees against loss or of profit,
or the giving or withholding of any proxy as disclosed in Item 6.
STATEMENT PURSUANT TO RULE 13(d)-4
The undersigned reporting person hereby declares that the filing
of this statement shall not be construed as an admission that such
reporting person is, for the purposes of sections 13(d) or 13(g)
of the Securities Exchange Act of 1934, the beneficial owner
of any of the securities covered
by this statement.
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.
/s/ Teren Seto Handelman, Trustee of the M.A.A.A. Trust
Dated: March 10, 2000
EXHIBIT A
A/C: M.A.A.A TRUST FBO MARK, ANDREW, ALAN & ALFRED TEO, JR.,
TEREN SETO HANDELMAN, TRUSTEE
DATE QUANTITY OPENING PRICE COST
1/3/00 5,000 8.125 40,800.00
1/3/00 10,000 8.00 80,350.00
1/3/00 5,000 8.00 40,175.00
1/3/00 10,000 8.00 80,350.00
1/3/00 4,000 8.063 32,390.00
1/3/00 3,000 8.00 24,105.00
1/3/00 5,000 7.938 39,866.50
1/4/00 4,300 7.625 32,942.00
1/4/00 10,000 7.75 77,850.00
1/6/00 10,000 8.00 80,350.00
1/6/00 10,000 8.00 80,354.00
1/7/00 1,000 7.938 7,976.50
1/7/00 4,000 8.00 32,140.00
1/11/00 3,400 7.875 26,894.00
1/11/00 2,000 7.688 15,449.00
1/11/00 1,000 7.75 7,785.00
1/11/00 20,000 7.75 155,700.00
1/11/00 2,000 7.688 15,445.00
1/12/00 6,000 7.625 45,964.00
1/14/00 5,000 7.625 38,304.00
1/19/00 5,000 7.375 37,050.00
1/19/00 5,000 7.50 37,675.00
1/19/00 5,000 7.50 37,675.00
1/19/00 5,000 7.25 36,429.00
1/19/00 5,000 7.25 36,425.00
1/20/00 10,000 7.25 72,850.00
1/20/00 10,000 7.25 72,854.00
1/20/00 5,000 7.25 36,425.00
1/20/00 1,300 7.25 9,470.50
1/21/00 5,000 7.25 36,429.00
1/24/00 10,000 6.938 69,725.00
1/24/00 20,000 7.00 140,700.00
1/24/00 2,000 6.938 13,945.00
1/24/00 15,000 6.938 104,591.50
1/25/00 5,000 7.25 36,425.00
1/25/00 50,000 7.125 358,004.00
1/26/00 28,000 7.00 196,984.00
1/27/00 3,100 6.625 20,650.00
1/27/00 5,000 6.688 33,612.00
1/31/00 5,000 6.375 32,050.00
1/31/00 5,000 6.375 32,054.00
2/2/00 3,000 6.625 19,984.00
2/2/00 7,000 6.875 48,370.00
2/10/00 16,000 7.00 112,560.00
2/10/00 200 6.75 1,357.00
2/10/00 33,800 6.688 227,224.50
2/11/00 500 6.875 3,459.00
2/11/00 3,200 6.938 22,312.00
2/11/00 3,000 7.00 21,105.00
2/11/00 500 6.938 3,486.25
2/11/00 3,000 6.938 20,917.50
2/11/00 500 6.938 3,486.25
2/14/00 4,200 7.00 29,547.00
2/14/00 9,900 6.875 68,413.00
2/14/00 800 7.063 5,678.00
2/14/00 2,300 6.938 16,036.75
2/14/00 7,800 7.063 55,360.50
2/15/00 3,000 6.938 20,921.50
2/15/00 3,200 6.938 22,312.00
2/16/00 4,000 6.938 27,890.00
2/16/00 20,000 6.75 135,700.00
2/16/00 20,000 6.625 133,200.00
2/16/00 4,800 7.00 33,768.00
2/16/00 10,000 6.875 69,100.00
2/16/00 2,000 6.813 13,695.00
2/16/00 10,000 6.875 69,100.00
2/16/00 5,000 6.813 34,237.50
2/16/00 10,000 6.813 68,475.00
2/16/00 20,000 6.813 136,950.00
2/16/00 3,900 6.813 26,705.25
2/16/00 5,000 6.563 32,991.50
2/17/00 20,000 6.50 130,700.00
2/17/00 5,000 6.563 32,987.50
2/17/00 1,000 6.375 6,414.00
2/18/00 10,000 6.75 67,850.00
2/18/00 5,500 6.813 37,661.25
2/18/00 1,500 6.688 10,083.75
2/18/00 10,000 6.75 67,860.00
2/18/00 1,900 6.625 12,658.00
2/18/00 11,800 6.813 80,800.50
2/22/00 10,100 6.50 66,007.50
2/22/00 8,000 6.813 54,780.00
2/22/00 7,400 6.813 50,671.50
2/22/00 3,800 6.875 26,258.00
2/23/00 5,400 7.00 37,989.00
2/23/00 20,000 7.063 141,950.00
2/23/00 5,000 7.063 35,487.50
2/23/00 2,500 7.125 17,900.00
2/23/00 7,600 7.063 53,941.00
2/23/00 10,000 7.125 71,600.00
2/23/00 2,900 7.00 20,405.50
2/23/00 5,000 7.00 35,175.00
2/24/00 3,600 7.063 24,841.25
2/24/00 11,900 7.063 84,460.25
2/24/00 20,000 7.00 140,700.00
2/24/00 10,000 7.00 70,350.00
2/24/00 50,000 7.00 351,754.00
2/24/00 10,000 7.00 70,350.00
2/25/00 6,000 6.875 41,460.00
2/25/00 5,000 6.875 34,550.00
2/25/00 8,000 6.875 55,280.00
2/25/00 2,000 6.875 13,820.00
2/25/00 5,000 6.875 34,550.00
2/25/00 6,000 6.938 41,835.00
2/25/00 5,000 6.938 34,862.50
2/25/00 1,000 6.813 6,851.50
2/28/00 16,000 6.875 110,560.00
2/28/00 10,000 6.813 68,479.00
2/28/00 6,000 6.813 41,085.00
2/29/00 2,200 6.688 14,789.50
2/29/00 20,000 6.75 135,700.00
2/29/00 10,000 6.688 67,225.00
2/29/00 50,000 6.75 339,250.00
2/29/00 5,000 6.688 33,616.50
2/29/00 1,000 6.75 6,785.00
