UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Musicland Stores Corporation
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
62758B109
(CUSIP Number)
April 14, 2000
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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 5 Pages
<PAGE>
CUSIP No. 62758B109 13G Page 2 of 5 Pages
(1) NAMES OF REPORTING PERSONS
Jack W. Eugster
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
###-##-####
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
(B) |_|
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(5) SOLE VOTING POWER
1,713,182*
NUMBER OF SHARES
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH REPORTING 6,700**
PERSON WITH
(7) SOLE DISPOSITIVE POWER
1,710,857*
(8) SHARED DISPOSITIVE POWER
9,025**
*Includes 23,333 shares underlying options that will become exercisable
within 60 days of the date of event which requires filing of this
Statement and 453,868 shares underlying options currently exercisable.
**Includes 6,700 shares held by the children of Mr. Eugster who share
the same household (Mr. Eugster disclaims beneficial ownership of these
shares).
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,719,882***
***Includes 23,333 shares underlying options that will become
exercisable within 60 days of the date of event which requires filing
of this Statement and 453,868 shares underlying options currently
exercisable. Also includes 6,700 shares held by the children of Mr.
Eugster who share the same household (Mr. Eugster disclaims beneficial
ownership of these shares).
<PAGE>
CUSIP No. 62758B109 13G Page 3 of 5 Pages
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES.
| |
-
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%, based on 32,964,910 shares outstanding on March 29, 2000.
(12) TYPE OF REPORTING PERSON
IN
ITEM 1(a). NAME OF ISSUER
Musicland Stores Corporation
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
10400 Yellow Circle Drive
Minnetonka, MN 55343
ITEM 2(a). NAME OF PERSON FILING
Jack W. Eugster
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
10400 Yellow Circle Drive
Minnetonka, MN 55343
ITEM 2(c). CITIZENSHIP
United States of America
ITEM 2(d). TITLE OF CLASS OF SECURITIES
Common Stock, par value $0.01 per share
ITEM 2(e). CUSIP NO.
62758B109
<PAGE>
CUSIP No. 62758B109 13G Page 4 of 5 Pages
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 13d-l(b), OR 13d-2 (b)
or (c), CHECK WHETHER THE PERSON FILING IS A:
(a) Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) An investment adviser in accordance with section 240.13d-1(b)(1)
(ii)(E).
(f) An employee benefit plan or endowment fund in accordance with
section 240.13d-1(b)(1)(ii)(F).
(g) A parent holding company or control person in accordance with
section 240.13d-l(b)(1)(ii)(G).
(h) A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) Group, in accordance with section 240.13d-l(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned:
1,719,882*
*Includes 23,333 shares underlying options that will become
exercisable within 60 days of the date of event which requires
filing of this Statement and 453,868 shares underlying options
currently exercisable. Also includes 6,700 shares held by the
children of Mr. Eugster who share the same household (Mr. Eugster
disclaims beneficial ownership of these shares).
(b) Percent of Class:
5.2%, based on 32,964,910 shares outstanding on March 29, 2000.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,713,182**
(ii) Shared power to vote or to direct the vote: 6,700***
(iii) Sole power to dispose or to direct the
disposition of: 1,710,857**
(iv) Shared power to dispose or to direct the
disposition of: 9,025***
** Includes 23,333 shares underlying options that will
become exercisable within 60 days of the date of event which
requires filing of this Statement and 453,868 shares
underlying options currently exercisable.
***Includes 6,700 shares held by the children of Mr. Eugster
who share the same household (Mr. Eugster disclaims
beneficial ownership of these shares).
<PAGE>
CUSIP No. 62758B109 13G Page 5 of 5 Pages
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.
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
Not applicable
ITEM 10. CERTIFICATION: By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose 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: March 30, 2000 By:
---------------------------
Name: Jack W. Eugster
Individually
