-----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, OZY3kW4xt8oAXN7/QOoorKWUg6wBCptfWDS27QKxU5cvSOkn9FCN5t0/PWOdDOTq JR8l5MhlS7HpkT6+U27OkQ== 0000930413-01-000244.txt : 20020425 0000930413-01-000244.hdr.sgml : 20020425 ACCESSION NUMBER: 0000930413-01-000244 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010214 DATE AS OF CHANGE: 20011130 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-52291 FILM NUMBER: 01545262 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: JP MORGAN PARTNERS SAIC LLC CENTRAL INDEX KEY: 0001015240 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1221 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2128993400 MAIL ADDRESS: STREET 1: 1221 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: CHASE VENTURE CAPITAL ASSOCIATES L P DATE OF NAME CHANGE: 19960523 SC 13G/A 1 0001.txt STATEMENT OF BENEFICIAL OWNERSHIP ------------------------------- OMB APPROVAL ------------------------------- OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response ...... 14.90 ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __3__)* 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, 2001 ----------------------------------------------------------- (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. SEC 1746 (2-98) Page 1 of 15 Pages SCHEDULE 13D ISSUER: Guitar Center, Inc. CUSIP NO.: 402040109 ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J.P. Morgan Partners (SBIC), LLC (formerly known as Chase Venture Capital Associates, LLC) 13-337-6808 ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. SOURCE OF FUNDS* 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 NUMBER OF 4,589,164 SHARES _________________________________________________________________ 8. SHARED VOTING POWER BENEFICIALLY Not applicable OWNED BY _________________________________________________________________ EACH 9. SOLE DISPOSITIVE POWER REPORTING 4,589,164 PERSON _________________________________________________________________ 10. SHARED DISPOSITIVE POWER WITH Not applicable ________________________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,589,164 ________________________________________________________________________________ 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* CO ________________________________________________________________________________ SEC 1746 (2-98) Page 2 of 15 Pages SCHEDULE 13D ISSUER: Guitar Center, Inc. CUSIP NO.: 402040109 ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J.P. Morgan Partners (BHCA), L.P. (formerly known as Chase Equity Associates, L.P.) 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* 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 NUMBER OF 525,215 (includes options for 6,305) SHARES _________________________________________________________________ 8. SHARED VOTING POWER BENEFICIALLY Not applicable OWNED BY _________________________________________________________________ EACH 9. SOLE DISPOSITIVE POWER REPORTING 525,215 (includes options for 6,305) PERSON _________________________________________________________________ 10. SHARED DISPOSITIVE POWER WITH Not applicable ________________________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 525,215 (includes options for 6,305) ________________________________________________________________________________ 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* PN ________________________________________________________________________________ SEC 1746 (2-98) Page 3 of 15 Pages SCHEDULE 13D ISSUER: Guitar Center, Inc. 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 J.P. Morgan Partners (SBIC), LLC (formerly known as Chase Venture Capital Associates, LLC), a Delaware limited liability company (hereinafter referred to as "JPMP (SBIC)"), and J.P. Morgan Partners (BHCA), L.p. (formerly known as Chase Equity Associates, L.P.), a Delaware limited partnership (hereinafter referred to as "JPMP (BHCA)"), each of whose principal business office is located at 1221 Avenue of the Americas, New York, New York 10020. JPMP (SBIC) is 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, occupations and employments of each executive officer and director of JPMP (SBIC). JPMP (SBIC) is a wholly owned subsidiary of JPMP (BHCA). JPMP (BHCA) is also engaged in the venture capital and leveraged buyout business. The general partner of JPMP (BHCA) is JPMP Master Fund Manager, L.P. (formerly known as Chase Capital Partners, a New York general partnership), a Delaware limited partnership (hereinafter referred to as "JPMP Master Fund"), whose principal business office is located at the same address as JPMP (SBIC), and is also directly or indirectly (through affiliates) engaged in the venture capital and leveraged buyout business. The general partner of JPMP Master Fund is JPMP Capital Corp. (formerly known as Chase Capital Corporation), a New York corporation (hereinafter referred to as "JPMP Capital Corp."), whose principal business office is located at the same address as JPMP (SBIC), and is also engaged in the venture capital and leveraged buyout business. 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 JPMP Capital Corp. JPMP Capital Corp. is a wholly owned subsidiary of J.P. Morgan Chase & Co. (formerly known as The Chase Manhattan Corporation), a Delaware corporation (hereinafter referred to as "JP Morgan Chase") which is 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 C hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JP Morgan Chase. 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, JPMP (SBIC) and the other parties thereto (the "Recapitalization Agreement", a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference), JPMP (SBIC) and CB Capital Investors, L.P. ("CBCI"), an affiliate of JPMP (SBIC), 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 JPMP (SBIC) 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 JPMP (SBIC) 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 SEC 1746 (2-98) Page 4 of 15 Pages SCHEDULE 13D ISSUER: Guitar Center, Inc. CUSIP NO.: 402040109 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, JPMP (SBIC) designated Jeffrey C. Walker, the managing partner of J.P. Morgan Partners, LLC, 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 JPMP (SBIC) for $18,900,000. Also on October 29, 1996, JPMP (SBIC) 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), JPMP (SBIC) 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, JPMP (SBIC) Junior Preferred Stock was converted into Common Stock at a rate of 6.67:1 and JPMP (SBIC) unregistered Common Stock was converted into Common Stock at a rate of 2.5817:1. As a result of the public offering, JPMP (SBIC) 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 Incentive Stock Options (the "Options", a copy of which is attached hereto as Exhibit 5 and incorporated by reference) to purchase up to 5,001 shares of the Issuer's Common Stock at a purchase price of $28.5625 per share and $16.4375, respectively. The 28.5625 per share Options expire on May 6, 2008 and are subject to vesting as follows: 1,667 shares on May 6, 1999, 1,666 shares on May 6, 2000, 1,668 shares on May 6, 2001. The $16.4375 Options expire on April 25, 2009 and are subject to vesting as follows: 1,667 shares on April 26, 2000, 1,666 shares on April 26, 2001 and 1,667 shares on April 26, 2002. Mr. Walker is obligated to transfer any shares issued under the Option to JPMP (SBIC). The Option, therefore allows JPMP (SBIC), as transferee, to purchase up to 5,000 shares of the Issuer's Common Stock On June 15, 1999 and June 16, 1999, JPMP (BHCA) purchased the following shares of the Issuer's, 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 JPMP (SBIC) for the purchase of the Issuer's Junior Preferred Stock and Common Stock were obtained from JPMP (SBIC) contributed capital, which includes funds that are held available for such purpose. The funds provided by JPMP (BHCA) for the purchase of the Issuer's Common Stock were obtained from JPMP (BHCA) contributed capital, which includes funds that are held available for such purpose. Each of JPMP (SBIC) and JPMP (BHCA) 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 JPMP (SBIC) and JPMP (BHCA) for investment purposes. Although neither JPMP (SBIC) or JPMP (BHCA) has a present intention to do so, each of JPMP (SBIC) and JPMP (BHCA) 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. SEC 1746 (2-98) Page 5 of 15 Pages SCHEDULE 13D ISSUER: Guitar Center, Inc. CUSIP NO.: 402040109 Depending on these factors, each of JPMP (SBIC) and JPMP (BHCA) 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 JPMP (SBIC) or JPMP (BHCA) 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, JPMP (SBIC) and JPMP (BHCA) 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: JPMP (SBIC) may be deemed the beneficial owner of 4,589,164 shares of the Issuer's Common Stock. JPMP (SBIC) deemed beneficial ownership represents 20.8% of the Common Stock as of December 31, 2000. JPMP (SBIC) has the sole voting power and dispositive power with respect to its shares of the Issuer's Common Stock. JPMP (BHCA) may be deemed beneficial owner of 525,215 shares of the Issuer's Common Stock, which includes options for 6,305 shares of the Issuer's Common Stock. JPMP (BHCA) deemed beneficial ownership represents 2.4% of the outstanding shares of Common Stock as of December 31, 1999. JPMP (BHCA) 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 JPMP (SBIC) and JPMP (BHCA), 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 JPMP (SBIC) and JPMP (BHCA), 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. - - ------------------- * Filed Previously. SEC 1746 (2-98) Page 6 of 15 Pages SCHEDULE 13D ISSUER: Guitar Center, Inc. CUSIP NO.: 402040109 SCHEDULE A - - ---------- Item 2 information for executive officers and directors of J.P. Morgan Partners (SBIC), LLC. SCHEDULE B - - ---------- Item 2 information for executive officers and directors of JPMP Capital Corp. SCHEDULES C - - ----------- Item 2 information for executive officers and directors of J.P. Morgan Chase & Co. SEC 1746 (2-98) Page 7 of 15 Pages SCHEDULE 13D ISSUER: Guitar Center, Inc. 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. J.P. MORGAN PARTNERS (SBIC), LLC By: /s/ JEFFREY C. WALKER ---------------------------- Name: Jeffrey C. Walker Title: President February 14, 2001 - - ---------------------------- Date SEC 1746 (2-98) Page 8 of 15 Pages SCHEDULE 13D ISSUER: Guitar Center, Inc. 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. J.P. MORGAN PARTNERS (BHCA), L.P. By: JPMP Master Fund Manager, L.P., its General Partner By: JPMP Capital Corp., its General Partner By: /s/ JEFFREY C. WALKER ------------------------------- Name: Jeffrey C. Walker Title: President February 14, 2001 - - ---------------------------- Date SEC 1746 (2-98) Page 9 of 15 Pages SCHEDULE 13D ISSUER: Guitar Center, Inc. CUSIP NO.: 402040109 SCHEDULE A J.P. MORGAN PARTNERS (SBIC), LLC EXECUTIVE OFFICERS(1) President Jeffrey C. Walker* Executive Vice President Mitchell J. Blutt, M.D.* Executive Vice President Arnold L. Chavkin* Executive Vice President John M.B. O'Connor* Managing Director John R. Baron* Managing Director Christopher C. Behrens* Managing Director David S. Britts* Managing Director Rodney A. Ferguson* Managing Director David Gilbert* Managing Director Evan Graf* Managing Director Eric A. Green* Managing Director Michael R. Hannon* Managing Director Donald J. Hofmann, Jr.* Managing Director W. Brett Ingersoll* Managing Director Alfredo Irigoin* Managing Director Andrew Kahn* Managing Director Jonathan R. Lynch* Managing Director Jonathan Meggs* Managing Director Thomas G. Mendell* Managing Director Stephen P. Murray* Managing Director Joao Neiva de Figueiredo, Ph.D.* Managing Director Timothy Purcell* Managing Director Thomas Quinn* Managing Director Peter Reilly* Managing Director Robert R. Ruggiero, Jr. * Managing Director Susan L. Segal* Managing Director Kelly Shackelford* Managing Director Shahan D. Soghikian* Managing Director Georg Stratenwerth* Managing Director Lindsay Stuart* Managing Director Patrick J. Sullivan* Managing Director Charles R. Walker* Managing Director Timothy J. Walsh* Managing Director Richard D. Waters, Jr.* Managing Director Damion E. Wicker, M.D.* Managing Director Eric R. Wilkinson* Senior Vice President Marcia Bateson* Vice President and Treasurer Elisa R. Stein* Secretary Anthony J. Horan** Assistant Secretary Robert C. Caroll** Assistant Secretary Denise G. Connors** - - ---------- (1) Each of whom is a United States citizen except for Messrs. Britts, Irigoin, Meggs, Neiva de Figueiredo, Soghikian, Stratenwerth and Stuart. * Principal occupation is employee and/or partner of J.P. Morgan Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York, New York 10020. ** Principal occupation is employee or officer of J.P. Morgan Chase & Co. Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017. SEC 1746 (2-98) Page 10 of 15 Pages SCHEDULE 13D ISSUER: Guitar Center, Inc. CUSIP NO.: 402040109 DIRECTORS(1) Jeffrey C. Walker* - - ---------- (1) Each of whom is a United States citizen except for Messrs. Britts, Irigoin, Meggs, Neiva de Figueiredo, Soghikian, Stratenwerth and Stuart. * Principal occupation is employee and/or partner of J.P. Morgan Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York, New York 10020. SEC 1746 (2-98) Page 11 of 15 Pages SCHEDULE 13D ISSUER: Guitar Center, Inc. CUSIP NO.: 402040109 SCHEDULE B JPMP CAPITAL CORP. EXECUTIVE OFFICERS(1) Chief Executive Officer William B. Harris** President Jeffrey C. Walker* Executive Vice President Mitchell J. Blutt, M.D.* Executive Vice President Arnold L. Chavkin* Executive Vice President John M.B. O'Connor* Managing Director John R. Baron* Managing Director Christopher C. Behrens* Managing Director David S. Britts* Managing Director Rodney A. Ferguson* Managing Director David Gilbert* Managing Director Evan Graf* Managing Director Eric A. Green* Managing Director Michael R. Hannon* Managing Director Donald J. Hofmann, Jr.* Managing Director Alfredo Irigoin* Managing Director W. Brett Ingersoll* Managing Director Andrew Kahn* Managing Director Jonathan R. Lynch* Managing Director Jonathan Meggs* Managing Director Thomas G. Mendell* Managing Director Stephen P. Murray* Managing Director Joao Neiva de Figueiredo, Ph.D.* Managing Director Timothy Purcell* Managing Director Thomas Quinn* Managing Director Peter Reilly* Managing Director Robert R. Ruggiero, Jr.* Managing Director Susan L. Segal* Managing Director Shahan D. Soghikian* Managing Director Georg Stratenwerth* Managing Director Lindsay Stuart* Managing Director Patrick J. Sullivan* Managing Director Kelly Shackelford* Managing Director Charles R. Walker* Managing Director Timothy J. Walsh* Managing Director Richard D. Waters, Jr.* Managing Director Damion E. Wicker, M.D.* Managing Director Eric R. Wilkinson* Senior Vice President Marcia Bateson* Vice President and Treasurer Elisa R. Stein* Secretary Anthony J. Horan** Assistant Secretary Robert C. Carroll** Assistant Secretary Denise G. Connors** - - ---------- (1) Each of whom is a United States citizen except for Messrs. Britts, Meggs, Irigoin, Neiva de Figueiredo, Soghikian, Stratenwerth and Stuart. * Principal occupation is employee and/or member of J.P. Morgan Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York, New York 10020. ** Principal occupation is employee or officer of J.P. Morgan Chase & Co. Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017. SEC 1746 (2-98) Page 12 of 15 Pages SCHEDULE 13D ISSUER: Guitar Center, Inc. CUSIP NO.: 402040109 DIRECTORS(1) Jeffrey C. Walker* William B. Harrison** - - ---------- (1) Each of whom is a United States citizen except for Messrs. Britts, Meggs, Irigoin, Neiva de Figueiredo, Soghikian, Stratenwerth and Stuart. * Principal occupation is employee and/or member of J.P. Morgan Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York, New York 10020. ** Principal occupation is employee or officer of J.P. Morgan Chase & Co. Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017. SEC 1746 (2-98) Page 13 of 15 Pages SCHEDULE 13D ISSUER: Guitar Center, Inc. CUSIP NO.: 402040109 SCHEDULE C J.P. MORGAN CHASE & CO. EXECUTIVE OFFICERS(1) Chairman of the Board Douglas A. Warner, III* President and Chief Executive Officer William B. Harrison Jr.* Vice Chairman Geoffrey T. Boisi* Vice Chairman David A. Coulter* Managing Director Ramon de Oliveira* Vice Chairman Walter A. Gubert* Director of Human Resources John J. Farrell* Managing Director Thomas B. Ketchum* Director of Corporate Marketing and Communications Frederick W. Hill* Vice Chairman Donald H. Layton* Vice Chairman James B. Lee Jr. * General Counsel William H. McDavid* Vice Chairman Marc J. Shapiro* Managing Partner Jeffrey C. Walker** DIRECTORS(1) PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME BUSINESS OR RESIDENCE ADDRESS - - -------------------------------------------------------------------------------- Hans W. Becherer Chairman of the Board Chief Executive Officer Deere & Company One John Deere Place Moline, IL 61265 - - -------------------------------------------------------------------------------- Riley P. Bechtel Chairman and Chief Executive Officer Bechtel Group, Inc. P.O. Box 193965 San Francisco, CA 94119-3965 - - -------------------------------------------------------------------------------- Frank A. Bennack, Jr. President and Chief Executive Officer The Hearst Corporation 959 Eighth Avenue New York, New York 10019 - - -------------------------------------------------------------------------------- Lawrence A. Bossidy Chairman of the Board Honeywell International P.O. Box 3000 Morristown, NJ 07962-2245 - - -------------------------------------------------------------------------------- - - ---------- (1) Each of whom is a United States citizen. * Principal occupation is executive officer and/or employee of J.P. Morgan Chase & Co. Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017. ** Principal occupation is managing partner of J.P. Morgan Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas New York, New York 10020. SEC 1746 (2-98) Page 14 of 15 Pages SCHEDULE 13D ISSUER: Guitar Center, Inc. CUSIP NO.: 402040109 PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME BUSINESS OR RESIDENCE ADDRESS - - -------------------------------------------------------------------------------- M. Anthony Burns Chairman of the Board and Chief Executive Officer Ryder System, Inc. 3600 N.W. 82nd Avenue Miami, Florida 33166 - - -------------------------------------------------------------------------------- H. Laurence Fuller Co-Chairman BP Amoco p.l.c. 1111 Warrenville Road, Suite 25 Chicago, Illinois 60563 - - -------------------------------------------------------------------------------- Ellen V. Furter President American Museum of Natural History Central Park West at 79th Street New York, NY 10024 - - -------------------------------------------------------------------------------- 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 - - -------------------------------------------------------------------------------- Helene L. Kaplan Of Counsel Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue - Room 29-72 New York, New York 10022 - - -------------------------------------------------------------------------------- Lee R. Raymond Chairman of the Board and Chief Executive Officer Exxon Mobil Corporation 5959 Las Colinas Boulevard Irving,TX 75039-2298 - - -------------------------------------------------------------------------------- John R. Stafford Chairman, President and Chief Executive Officer American Home Products Corporation 5 Giralda Farms Madison, New Jersey 07940 - - -------------------------------------------------------------------------------- Lloyd D. Ward Former Chairman of Board and Chief Executive Officer of Maytag 13338 Lakeshore Drive Clive, Iowa 50325 - - -------------------------------------------------------------------------------- Douglas A. Warner III Chairman of the Board J.P. Morgan Chase & Co. 270 Park Avenue New York, New York 10017 - - -------------------------------------------------------------------------------- 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 - - -------------------------------------------------------------------------------- SEC 1746 (2-98) Page 15 of 15 Pages -----END PRIVACY-ENHANCED MESSAGE-----