-----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, QHgDpNJX71lNFkRU6KOWnvLfWgC1P7AXG3bag8EwHI1mQ5IvouWT8FBcVX55T2Vk Vg+dL17iyi+Hzps3eBictg== 0000950008-99-000177.txt : 19990615 0000950008-99-000177.hdr.sgml : 19990615 ACCESSION NUMBER: 0000950008-99-000177 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990611 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 13G SEC ACT: SEC FILE NUMBER: 005-52291 FILM NUMBER: 99644691 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: DINARDI ALLEN CENTRAL INDEX KEY: 0001088533 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 931 CHEVY WAY CITY: MEDFORD STATE: OR ZIP: 97504 BUSINESS PHONE: 5418571100 MAIL ADDRESS: STREET 1: PO BOX 1569 CITY: JACKSONVILLE STATE: OR ZIP: 97530 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* GUITAR CENTER INC. ----------------------------- (Name of Issuer) Common Stock ----------------------------- (Title of Class of Securities) 402040109 (CUSIP Number) May 28, 1999 ----------------------------- (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 which would alter 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). CUSIP NO. 402040109 SCHEDULE 13G Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Allen Dinardi - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- NUMBER OF SHARES 5. SOLE VOTING POWER 81,792 shares ----------------------------------------------------------- BENEFICIALLY OWNED 6. SHARED VOTING POWER 1,292,814 shares ----------------------------------------------------------- BY EACH REPORTING 7. SOLE DISPOSITIVE POWER 81,792 shares ----------------------------------------------------------- PERSON WITH 8. SHARED DISPOSITIVE POWER 1,292,814 shares - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,374,606 shares - -------------------------------------------------------------------------------- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.83% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- CUSIP NO. 402040109 SCHEDULE 13G Page 3 of 6 Pages This Schedule 13G, dated June 11, 1999, of Allen Dinardi relates to the shares of Common Stock of Guitar Center, Inc. Item 1(a). Name of Issuer: Guitar Center Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 5155 Clareton Drive, Agoura Hills, CA 91301 Item 2(a). Name of Person Filing: Allen Dinardi Item 2(b). Address of Principal Business Offices or, if none, Residence: P.O. 1569, Jacksonville, OR 97530 Item 2(c). Citizenship: U.S.A. Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 402040109 Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Securities Exchange Act of 1934 (the "Act"). (b) [ ] Bank as defined in section 3(a)(6) of the Act. (c) [ ] Insurance company as defined in section 3(a)(19) of the Act. (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940. CUSIP NO. 402040109 SCHEDULE 13G Page 4 of 6 Pages (e) [ ] An investment advisor in accordance with ss.240.13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (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. (j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). See Item 6. If this statement is filed pursuant to ss.240.13d-1(c), check this box [X]. Item 4. Ownership: (a) Amount beneficially owned: 1,374,606 shares (b) Percent of class: 6.83% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 81,792 shares (ii) Shared power to vote or to direct the vote: 1,292,814 shares (iii) Sole power to dispose or to direct the disposition of: 81,792 shares (iv) Shared power to dispose or direct the disposition of: 1,292,784 shares Item 5. Ownership of Five Percent or Less of a Class Not applicable CUSIP NO. 402040109 SCHEDULE 13G Page 5 of 6 Pages Item 6. Ownership of More Than Five Percent on Behalf of Another Person The Securities referred to as beneficially owned by Allen Dinardi in Item 4(c)ii and 4(c)iv of this Document are owned by various trusts for which Mr. Dinardi serves as trustee. The trusts are as follows: - - Musicians Friend Trust owns 1,001,788 shares with Robert Eastman, DeAnna Eastman and Allen Dinardi as Trustees. - - Sterling Investments Trust owns 77,021 shares with Allen and Sheri Dinardi as Trustees. - - The Emmanuel Foundation owns 170,255 shares with Allen and Sheri Dinardi as Trustees. - - Promise Land Real Estate Development Trust owns 43,750 shares with Allen and Sheri Dinardi as Trustees. The Securities referred to as beneficially owned by Allen Dinardi in 4(c)i and 4(c)ii of this Document are convertible options. 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 acquired and are held in the ordinary course of business and 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. CUSIP NO. 402040109 SCHEDULE 13G Page 6 of 6 Pages 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. June 8, 1999 /s/ Allen Dinardi - -------------------------------- ------------------------------ (Date) Allen Dinardi -----END PRIVACY-ENHANCED MESSAGE-----