-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WvHeZqNKS8t2/WhbscCFTSVT0gFtaqU9AepqFtsHX9hXCF3wb63PZOJE5FFEjfui BDvsLmuJmqfJDY35SKROzg== 0000889812-00-000700.txt : 20000214 0000889812-00-000700.hdr.sgml : 20000214 ACCESSION NUMBER: 0000889812-00-000700 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000211 GROUP MEMBERS: CHASE EQUITY ASSOCIATES, L.P. GROUP MEMBERS: CHASE VENTURE CAPITAL ASSOCIATES L P SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GUITAR CENTER INC CENTRAL INDEX KEY: 0001021113 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES [5731] IRS NUMBER: 954600862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52291 FILM NUMBER: 536218 BUSINESS ADDRESS: STREET 1: 5155 CLARETON DR CITY: AGOURA HILLS STATE: CA ZIP: 91301 BUSINESS PHONE: 8187358800 MAIL ADDRESS: STREET 1: 5155 CLARETON DR CITY: AGOURA HILLS STATE: CA ZIP: 91301 FORMER COMPANY: FORMER CONFORMED NAME: GUITAR CENTER MANAGEMENT CO INC DATE OF NAME CHANGE: 19960816 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHASE VENTURE CAPITAL ASSOCIATES L P CENTRAL INDEX KEY: 0001015240 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 380 MADISON AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126223100 MAIL ADDRESS: STREET 1: 380 MADISON AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 AMENDMENT NO. 2 SCHEDULE 13D UNITED STATES ------------------------------ SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL Washington, D.C. 20549 ------------------------------ OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response .... 14.90 ------------------------------ SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* --- Guitar Center, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 402040109 - -------------------------------------------------------------------------------- (CUSIP Number) Harvey M. Eisenberg, Esq. O'Sullivan Graev & Karabell, LLP 30 Rockefeller Plaza - 41st Floor New York, New York 10112 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 1, 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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies of this statement are to be sent. *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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. Issuer: Guitar Center, Inc. SCHEDULE 13D CUSIP No.: 402040109 - ------ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Chase Venture Capital Associates, LLC 13-337-6808 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power 4,594,164 ------------------------------------------------------- 8. Shared Voting Power NUMBER OF Not applicable SHARES ------------------------------------------------------- BENEFICIALLY OWNED BY EACH 9. Sole Dispositive Power REPORTING PERSON 4,594,164 WITH ------------------------------------------------------- 10. Shared Dispositive Power Not applicable ------------------------------------------------------- - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,594,164 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 20.8% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) LLC - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Page 2 of 11 Pages Issuer: Guitar Center, Inc. SCHEDULE 13D CUSIP No.: 402040109 - ------ - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Chase Equity Associates, LLC 13-3371826 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power 518,910 ------------------------------------------------------- 8. Shared Voting Power Not applicable NUMBER OF ------------------------------------------------------- SHARES BENEFICIALLY 9. Sole Dispositive Power OWNED BY EACH 518,910 REPORTING PERSON ------------------------------------------------------- WITH 10. Shared Dispositive Power 518,910 ------------------------------------------------------- - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 518,910 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 2.4% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) LLC - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Page 3 of 11 Pages Issuer: Guitar Center, Inc. SCHEDULE 13D CUSIP No.: 402040109 - ------ Preliminary Note: The information contained herein has been adjusted to reflect a change in the reporting person's name and controlling persons. Item 1. Security and Issuer. This statement relates to the Common Stock, par value $0.01 per share (the "Common Stock"), of Guitar Center, Inc. (the "Issuer"). The Issuer's principal executive offices are located at 5155 Clareton Drive, Agoura Hills, CA 91301. Item 2. Identity and Background. The response to Item 2 is hereby amended in its entirety to read as follows: This statement is being filed by Chase Venture Capital Associates, LLC, a Delaware limited liability company, formerly Chase Venture Capital Associates, L.P., a California limited partnership (hereinafter referred to as "CVCA"), whose principal office is located at c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New York, New York 10017 and by Chase Equity Associates, LLC, a Delaware limited liability company, formerly Chase Equity Associates, L.P., a California limited partnership (hereinafter referred to as "CEA"), whose principal office is located at c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New York, New York 10017. CVCA is engaged in the venture capital and leveraged buyout business. The economic member of CVCA is CCP-CMC Consolidating, LLC, a Delaware limited liability company (hereinafter referred to as "CCP-CMC") and the managing member of CVCA is CCP-SBIC Manager, LLC ("CCP-SBIC"). The managing member of CCP-CMC is Chase Capital Partners, a New York general partnership (hereinafter referred to as "CCP"). Pursuant to a master advisory agreement, CCP-SBIC has delegated its management authority of CVCA to CCP. CCP is also engaged in the venture capital and leveraged buyout business. CCP-CMC's and CCP's principal office is located at the same address as CVCA. CEA is engaged in the venture capital and leveraged buyout business. The sole member of CEA is CCP-CMC Consolidating, LLC, a Delaware limited liability company (hereinafter referred to as "CCP-CMC"). The managing member of CCP-CMC is Chase Capital Partners, a New York general partnership (hereinafter referred to as "CCP"). Pursuant to a master advisory agreement, CCP-CMC has delegated its management authority of CEA to CCP. CCP is also engaged in the venture capital and leveraged buyout business. CCP-CMC's and CCP's principal office is located at the same address as CEA. Set forth below are the names of each general partner of CCP who is a natural person. Each such general partner is a U.S. citizen (except for Messrs. Britts and Meggs, each of whom are citizens of the United Kingdom and Ms. Aidar who is a citizen of Brazil), whose principal occupation is general partner of CCP and whose business address (except for Messrs. Britts, Meggs, Soghikian and Stuart) is c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New York, New York 10017. Ana Carolina Aidar John R. Baron Christopher C. Behrens Mitchell J. Blutt, M.D. David S. Britts Arnold L. Chavkin David Gilbert Eric Green Michael R. Hannon Donald J. Hofmann Jonathan Meggs Stephen P. Murray John M.B. O'Connor Robert Ruggiero Susan Segal Shahan D. Soghikian Lindsay Stuart Page 4 of 11 Pages Issuer: Guitar Center, Inc. SCHEDULE 13D CUSIP No.: 402040109 - ------ Jeffrey C. Walker Timothy Walsh Rick Waters Damion E. Wicker, M.D. Messrs. Britts' and Soghikian's address is c/o Chase Capital Partners, 50 California Street, Suite 2940, San Francisco, CA 94111. Messrs. Meggs' and Stuart's address is c/o Chase Capital Partners, 125 London Wall, Level 13, London, England EC2Y5AJ. Jeffrey C. Walker is the managing general partner of CCP. The remaining general partners of CCP are Chase Capital Corporation, a New York corporation (hereinafter referred to as "Chase Capital"), CCP Principals, L.P., a Delaware limited partnership (hereinafter referred to as "Principals") and CCP European Principals, L.P., a Delaware limited partnership (hereinafter referred to as "European Principals"), each of whose principal office is located at 380 Madison Avenue, 12th Floor, New York, New York 10017. Chase Capital is a wholly-owned subsidiary of The Chase Manhattan Corporation. The general partner of each of Principals and European Principals is Chase Capital. Chase Capital, Principals and European Principals are each engaged in the venture capital and leveraged buyout business. Set forth in Schedule A hereto and incorporated herein by reference are the names, business addresses and principal occupations or employments of each executive officer and director of Chase Capital, each of whom is a U.S. citizen. The Chase Manhattan Corporation (hereinafter referred to as "Chase") is a Delaware corporation engaged (primarily through subsidiaries) in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017. Set forth in Schedule B hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of Chase, each of whom is a U.S. citizen. Item 3. Source and Amount of Funds or Other Consideration. Transactions Involving the Issuer On June 5, 1996, in connection with a $70 million recapitalization of the Issuer (the "Recapitalization") and pursuant to a Recapitalization Agreement dated as of May 1, 1996 between the Issuer, CVCA and the other parties thereto (the "Recapitalization Agreement", a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference), CVCA and CB Capital Investors, L.P. ("CBCI"), an affiliate of CVCA, purchased 332,640 and 187,110 shares of the Issuer's Junior Preferred Stock, respectively, for an aggregate purchase price of $33,264,000 and $18,711,000, respectively, and 336,000 and 189,000 shares of the Issuer's Common Stock, respectively, for an aggregate purchase price of $336,000 and $189,000, respectively. In connection with the Recapitalization, each of CVCA and CBCI became parties to a Stockholders Agreement dated as of June 5, 1996 (the "Stockholders Agreement") and a Registration Rights Agreement dated as of June 5, 1996, as amended and restated as of May 28, 1999 (the "Registration Rights Agreement", a copy of which is attached hereto as Exhibit 2 and incorporated herein by reference), which granted the stockholders of the Issuer, including each of CVCA and CBCI, certain rights, including without limitation, the right to designate members of the Issuer's Board of Directors and the right to subscribe for a proportional share of certain future equity issuances by the Issuer and the right to cause the Issuer to register such shareholder's shares of equity at any time upon the request of at least 60% of the equity securities held by such holders, as well as the right to include their shares of equity securities in any registration of equity securities in any public offering and the Issuer has agreed to pay all costs associated with any such registrations. At the time of the Recapitalization, CVCA designated Jeffrey C. Walker, the managing general partner of CCP, the sole general partner of each of CVCA and CEA, as its designee on the Issuer's Board of Directors. Mr. Walker is presently a member of the Issuer's Board of Directors. On October 29, 1996, CBCI sold its investment in the Issuer to CVCA for $18,900,000. Also on October 29, 1996, CVCA sold 24,948 shares of the Issuer's Junior Preferred Stock at a cost of $2,494,000 and 25,200 shares of the Issuer's Common Stock at a cost of $25,200 to the Guitar Center Investors Fund, LLC. Pursuant to an Amended and Restated Memorandum of Understanding and Stock Option Agreement dated as of December 30, 1996 (the "Investor's Option Agreement," a copy of which is attached hereto as Exhibit 3 and incorporated herein by reference), CVCA granted options ("Options") to purchase an aggregate of 22,641.52 shares of the Issuer's Common Stock at a purchase price of $4.33 per share to certain officers and key managers of the Issuer. The Options are presently exercisable and expire on December 30, 2001. On March 14, 1997, the Issuer had an initial public offering of its Common Stock and as a result thereof, CVCA's Junior Preferred Stock was converted Page 5 of 11 Pages Issuer: Guitar Center, Inc. SCHEDULE 13D CUSIP No.: 402040109 - ------ into Common Stock at a rate of 6.67:1 and CVCA's unregistered Common Stock was converted into Common Stock at a rate of 2.5817:1. As a result of the public offering, CVCA received 4,589,164 shares of the Issuer's Common Stock. and the Stockholders Agreement terminated. On May 6, 1998, pursuant to the Issuer's Amended and Restated 1996 Performance Stock Option Plan (the "Option Plan", a copy of which is attached hereto as Exhibit 4 and Incorporated herein by reference), Jeffrey C. Walker was granted an Incentive Stock Option (the "Option", a copy of which is attached hereto as Exhibit 5 and incorporated by reference) to purchase up to 5,000 shares of the Issuer's Common Stock at a purchase price of $28.5625 per share. The Option expires on May 6, 2008 and is subject to vesting as follows: 1,667 shares on May 6, 1999; 1,667 shares on May 6, 2000 and 1,666 shares on May 6, 2001. Mr. Walker is obligated to transfer any shares issued under the Option to CVCA. The Option, therefore allows CVCA, as transferee, to purchase up to 5,000 shares of the Issuer's Common Stock On June 15, 1999 and June 16, 1999, CEA purchased the following shares of the Issuer's therefore, Common Stock in open market transactions:
Date Shares of Common Stock Price/Share Total Price ---- ---------------------- ----------- ----------- 6/15/99 25,000 $9.8125 $245,312.50 6/15/99 100,000 $9.6250 $962,500.00 6/15/99 200,000 $9.6250 $1,925,000.00 6/15/99 155,000 $9.6250 $1,491,875.00 6/15/99 19,000 $9.6250 $182,875.00 6/15/99 6,000 $9.7500 $58,500.00 6/16/99 13,910 $9.6250 $133,883.75
Source of Funds The funds provided by CVCA for the purchase of the Issuer's Junior Preferred Stock and Common Stock were obtained from CVCA's contributed capital, which includes funds that are held available for such purpose. The funds provided by CEA for the purchase of the Issuer's Common Stock were obtained from CEA's contributed capital, which includes funds that are held available for such purpose. Each of CVCA and CEA disclaims that it is a member of a group with any other persons either for purposes of this Schedule 13D or for any other purpose related to its beneficial ownership of the Issuer's securities. Item 4. Purpose of Transaction. The acquisition of the Issuer's equity securities has been made by CVCA and CEA for investment purposes. Although neither CVCA or CEA has a present intention to do so, each of CVCA and CEA may make additional purchases of the Issuer's Common Stock either in the open market or in privately negotiated transactions, including transactions with the Issuer, depending on an evaluation of the Issuer's business prospects and financial condition, the market for the Common Stock, other available investment opportunities, money and stock market conditions and other future developments. Depending on these factors, each of CVCA and CEA may decide to sell all or part of its holdings of the Issuer's Common Stock in one or more public or private transactions. Except as set forth in this Item 4, neither CVCA or CEA has a present plan or proposal that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, CVCA and CEA each reserve the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Issuer's Common Stock to cease to be listed on the NASDAQ National Market System or causing the Common Stock to become eligible for termination of registration, under section 12(g) of the Exchange Act. Item 5. Interest in Securities of the Issuer. The response to Item 5 is hereby amended in its entirety as follows: CVCA may be deemed the beneficial owner of 4,594,164 shares of the Issuer's Common Stock. CVCA's deemed beneficial ownership represents 20.8% of the Common Stock as of December 31, 1999. CVCA has the sole voting power and dispositive power with respect to its shares of the Issuer's Common Stock. CEA may be deemed beneficial owner of 518,910 shares of Page 6 of 11 Pages Issuer: Guitar Center, Inc. SCHEDULE 13D CUSIP No.: 402040109 - ------ the Issuer's Common Stock. CEA's deemed beneficial ownership represents 2.4% of the outstanding shares of Common Stock as of December 31, 1999. CEA has the sole voting power and dispositive power with respect to its shares of the Issuer's Common Stock. Except as reported in Item 3 above and incorporated herein by reference, there have been no transactions involving the Issuer's Common Stock during the past sixty days which are required to be reported in this Statement. No person other than CVCA and CEA, respectively, has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the Issuer's Common Stock owned beneficially by CVCA and CEA, respectively. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Reference is made to the information disclosed under Items 3 and 4 of this Statement which is incorporated by reference in response to this Item. Item 7. Material to be Filed as Exhibits. 1. Recapitalization Agreement dated as of May 1, 1996, among the Issuer, CUCA and the other parties thereto, which is incorporated by reference to Exhibit 10.2 in the Issuer's Registration Statement in Form S-1 (file No. 333-10491). 2. Amended and Restated Registration Rights Agreement, dated as of May 28, 1999, among the Issuer and the Shareholders party thereto. 3. Amended and Restated Memorandum of Understanding and Stock Option Agreement, dated as of December 30, 1996 among CVCA, the other investors party thereto and certain members of the Issuer's management. 4. Company's Amended and Restated 1996 Performance Stock Option Plan, as amended by Amendment No. 1 and the Modification to the Amended and Restated 1996 Performance Stock Option Plan, which are incorporated by reference to Exhibits 10.5, 10.24 and 10.28, respectively, in the issuer's Registration Statement on form S-1 (File No. 333-10491). 5. *Incentive Stock Option dated as of May 6, 1998. SCHEDULE A Item 2 information for executive officers and directors of Chase Capital Corporation. SCHEDULE B Item 2 information for executive officers and directors of The Chase Manhattan Corporation. Page 7 of 11 Pages Issuer: Guitar Center, Inc. SCHEDULE 13D CUSIP No.: 402040109 - ------ 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. CHASE VENTURE CAPITAL ASSOCIATES, LLC By: Chase Capital Partners, Its Manager By: /s/Jeffrey C. Walker ------------------------------------------- Name: Jeffrey C. Walker Title: Managing General Partner of Chase Capital Partners February 10, 2000 - ------------------------------ Date Page 8 of 11 Pages Issuer: Guitar Center, Inc. SCHEDULE 13D CUSIP No.: 402040109 - ------ SCHEDULE A CHASE CAPITAL CORPORATION ------------------------- Executive Officers ------------------ Chief Executive Officer William B. Harrison, Jr. * President Jeffrey C. Walker** Executive Vice President Mitchell J. Blutt, M.D. ** Vice President & Secretary Gregory Meredith* Vice President and Treasurer Elisa R. Stein** Vice President Marcia Bateson** Assistant Secretary Robert C. Carroll* Assistant Secretary Anthony J. Horan* Assistant Secretary Denise G. Connors* Directors --------- William B. Harrison, Jr.* Jeffrey C. Walker** - ------------------------- * Principal occupation is employee and/or officer of Chase. Business address is c/o The Chase Manhattan Corporation, 270 Park Avenue, New York, New York 10017. ** Principal occupation is employee of Chase and/or general partner of Chase Capital Partners. Business address is c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New York, NY 10017. Page 9 of 11 Pages Issuer: Guitar Center, Inc. SCHEDULE 13D CUSIP No.: 402040109 - ------ SCHEDULE B THE CHASE MANHATTAN CORPORATION Executive Officers ------------------ Walter V. Shipley, Chairman of the Board* William B. Harrison Jr., President and Chief Executive Officer* Donald L. Boudreau, Vice Chairman* John J. Farrell, Director of Human Resources* Neal S. Garonzik, Vice Chairman* Frederick W. Hill, Director of Corporate Marketing and Communications* Donald H. Layton, Vice Chairman* James B. Lee Jr., Vice Chairman* William H. McDavid, General Counsel* Denis J. O'Leary, Executive Vice President* Marc J. Shapiro, Vice Chairman* Joseph G. Sponholz, Vice Chairman* Jeffrey C. Walker, Senior Managing Director* * Directors*** ------------ Name Principal Occupation or Employment; Business or Residence Address ----------------------------------------------- - -------------------------------------------------------------------------------- Hans W. Becherer Chairman of the Board Chief Executive Officer Deere & Company One John Deere Place Moline, IL 61265 - -------------------------------------------------------------------------------- Frank A. Bennack, Jr. President and Chief Executive Officer The Hearst Corporation 959 Eighth Avenue New York, New York 10019 - -------------------------------------------------------------------------------- Susan V. Berresford President The Ford Foundation 320 E. 43rd Street New York, New York 10017 - -------------------------------------------------------------------------------- M. Anthony Burns Chairman of the Board and Chief Executive Officer Ryder System, Inc. 3600 N.W. 82nd Avenue Miami, Florida 33166 - -------------------------------------------------------------------------------- - ----------------------- * Principal occupation is executive officer and/or employee of The Chase Manhattan Bank. Business address is c/o The Chase Manhattan Bank, 270 Park Avenue, New York, New York 10017. Each executive officer of Chase is a U.S. citizen. ** Principal occupation is employee of Chase and/or general partner of Chase Capital Partners. Business address is c/o Chase Capital Partners, 380 Madison Avenue - 12th Floor, New York, New York 10017. *** Each of the persons named below is a citizen of the United States of America. Page 10 of 11 Pages Issuer: Guitar Center, Inc. SCHEDULE 13D CUSIP No.: 402040109 - ------ Name Principal Occupation or Employment; Business or Residence Address ----------------------------------------------- - -------------------------------------------------------------------------------- H. Laurence Fuller Co-Chairman BP Amoco p.l.c. 1111 Warrenville Road, Suite 25 Chicago, Illinois 60563 - -------------------------------------------------------------------------------- Melvin R. Goodes Retired Chairman of the Board and CEO Warner-Lambert Company 201 Tabor Road Morris Plains, NJ 07950 - -------------------------------------------------------------------------------- William H. Gray, III President and Chief Executive Officer The College Fund/UNCF 9860 Willow Oaks Corporate Drive P.O. Box 10444 Fairfax, Virginia 22031 - -------------------------------------------------------------------------------- William B. Harrison, Jr. President and Chief Executive Officer The Chase Manhattan Corporation 270 Park Avenue, 8th Floor New York, New York 10017-2070 - -------------------------------------------------------------------------------- Harold S. Hook Retired Chairman and Chief Executive Officer American General Corporation 2929 Allen Parkway Houston, Texas 77019 - -------------------------------------------------------------------------------- Helene L. Kaplan Of Counsel Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue - Room 29-72 New York, New York 10022 - -------------------------------------------------------------------------------- Henry B. Schacht Director and Senior Advisor E.M. Warburg, Pincus & Co., LLC 466 Lexington Avenue, 10th Floor New York, New York 10017 - -------------------------------------------------------------------------------- Walter V. Shipley Chairman of the Board The Chase Manhattan Corporation 270 Park Avenue New York, New York 10017 - -------------------------------------------------------------------------------- Andrew C. Sigler Retired Chairman of the Board and Chief Executive Officer Champion International Corporation One Champion Plaza Stamford, Connecticut 06921 - -------------------------------------------------------------------------------- John R. Stafford Chairman, President and Chief Executive Officer American Home Products Corporation 5 Giralda Farms Madison, New Jersey 07940 - -------------------------------------------------------------------------------- Marina v.N. Whitman Professor of Business Administration and Public Policy The University of Michigan School of Public Policy 411 Lorch Hall, 611 Tappan Street Ann Arbor, MI 48109-1220 - -------------------------------------------------------------------------------- Page 11 of 11 Pages -----END PRIVACY-ENHANCED MESSAGE-----