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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: February 14, 2001
(Date of earliest event reported)
GUITAR CENTER, INC.
(Exact Name of Registrant as specified in Charter)
DELAWARE COMMISSION FILE NO.: 95-4600862
(State or Other Jurisdiction 000-22207 (I.R.S. Employer
of incorporation) Identification No.)
5155 CLARETON DRIVE
AGOURA HILLS, CALIFORNIA 91301
(Address of Principal Executive Offices, including zip code)
(818) 735-8800
(Registrant's telephone number, including area code)
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GENERAL NOTE: All information provided in this Current Report on Form 8-K,
whether set forth under the caption of Item 9 or incorporated
therein from the exhibit filed herewith as Exhibit 99.1, is
intended to be "furnished" and not "filed" under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), in
accordance with the instructions for Form 8-K and the applicable
provisions of Regulation FD. Accordingly, the reporting person,
Guitar Center, Inc. ("Guitar Center", the "Company", "we", or
"us"), hereby expressly intends that no contents of this Report
will be deemed filed for purposes of Section 18 of the Exchange
Act or otherwise subject to the liabilities of that section
unless subsequent to the date of this Report it incorporates
the contents of this Report into a filing under the Securities
Act of 1933, as amended, or the Exchange Act by an express
reference identifying this particular Report but not in any event
by a generalized incorporation by reference which does not
specifically identify this Report. As also provided for in the
instructions to Form 8-K, the Company expressly disclaims any
admission that the information furnished herein, or any
particular part of such information, is material.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
99.1 Press Release dated February 12, 2001
ITEM 9. REGULATION FD DISCLOSURE
EARNINGS INFORMATION FOR THE YEAR AND QUARTER ENDED DECEMBER 31, 2000
On February 12, 2001 we provided our financial results for the quarter and
year ended December 31, 2000 to the public through a press release which is
attached to this Report as Exhibit 99.1. In addition, immediately after the
dissemination of the press release we held a conference call with the investment
community which was also open to the general public and the media by telephone
and webcast. This conference call is available for replay through February 19,
2001. To access this service please dial (800) 633-8284 and enter the passcode
17788631.
BUSINESS OUTLOOK
In our February 12, 2001 press release, we indicated that based on fourth
quarter and year-end results, as well as current business conditions, we
continue to expect that first quarter 2001 earnings will be in the range of
$0.19 to $0.21, as previously outlined in a Form 8-K filed by us in November
2000. Our guidance for the first quarter is after giving effect to $0.02 per
share (after tax) in expected charges related to our distribution and logistics
strategy budgeted for the first quarter. This guidance, including the charge
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related to the distribution and logistics strategy, is consistent with that
originally given in November 2000 and represents no change in management's
outlook for the first quarter.
Investors are urged to review carefully the information provided under the
caption "Business Risks and Forward Looking Statements" in the February 12, 2001
Press Release and "Risk Factors" in the November 9, 2000 Form 8-K for additional
information regarding factors which could cause Guitar's Center forecast to not
be realized.
INCOME TAX MATTERS
The former stockholders of the Musician's Friend business are involved in a
tax audit with the Internal Revenue Service regarding the conduct of the
business prior to the merger with Guitar Center. Those proceedings may result in
net operating loss carryforwards ("NOLs") that have previously been recognized
by Guitar Center in its consolidated financial statements being deemed to be the
property of the former stockholders. Guitar Center has filed a protective claim
with the stockholders that such a loss of tax benefit would be subject to
indemnification under the express terms of the Agreement and Plan of Merger
among the parties dated May 13, 1999. If such NOLs were lost and the
indemnification claim asserted and paid, Guitar Center would be obligated to pay
prior period federal income taxes previously offset by the use of NOLs, but
would be entitled to an offsetting recovery of common stock held in escrow under
the Agreement and Plan of Merger. Any such adjustment under the terms of the
Agreement and Plan of Merger would likely be neutral to earnings per share,
except for a one-time adjustment to the income tax provision. This issue is not
resolved as of the date of this Report and we can provide no assurance as to the
ultimate outcome of this matter. Given the high level of uncertainty that
surrounds this matter, no provision has been made in our financial statements.
GENERAL
The information furnished in this Report represents the views of our
company as of the date of this Report, and it should not be assumed that the
statements made herein remain accurate as of any future date. GUITAR CENTER
DOES NOT PRESENTLY INTEND TO UPDATE THESE STATEMENTS AND UNDERTAKES NO DUTY
TO ANY PERSON TO EFFECT ANY SUCH UPDATE UNDER ANY CIRCUMSTANCES.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized,
GUITAR CENTER, INC.
Date: February 14, 2001 By /s/ BRUCE ROSS
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NAME: Bruce Ross
TITLE: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
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99.1 Press Release dated
February 12, 2001
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