**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

 

**FORM 10-Q/A**

 

**AmendmentNo. 1**

 

| **ý**                                      |                                               | **QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                                                     |
|-------------------------------------------------|----------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                            | **For the quarterly period ended  March 31, 2004** |
|                                            |
| **o**                                           |                                               | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                                                    |
|                                            |                                               | **For the transition period from                         to                      ** |
|                                            |
| **Commission  File No.  000 – 22207** |
|                                                 |                                                    |                                                                                                                                                                                                                                                                                                  |  |

 

**GUITAR CENTER, INC.**

(Exact Name of Registrantas Specified in its Charter)

 

| **DELAWARE**                                                     |   | **95-4600862**                           |
|------------------------------------------------------------------|--------|------------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |   | (I.R.S. Employer  Identification Number) |
|                                                             |   |                                     |
| **5795  LINDERO CANYON ROAD  WESTLAKE VILLAGE, CALIFORNIA**      |   | **91362**                                |
| (Address of principal  executive offices)                        |   | (Zip Code)                               |
|                                                             |
| **(818)  735-8800**                                              |
| Registrant’s telephone  number, including area code         |

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

 

| Yes ý |   | No o |
|------------|--------|------|

 

Indicate by check mark whether the registrant is an accelerated filer (asdefined in Rule 12b-2 of the Exchange Act).

 

| Yes ý |   | No o |
|------------|--------|------|

 

As of May 3, 2004, 24,344,001 shares of our Common Stock, $.01 parvalue, were outstanding.

 

 

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**EXPLANATORYNOTE**

 

On May 6, 2004, Guitar Center, Inc. (the “Company”) filed a Quarterly Report on Form 10-Q for the fiscal period ending March 31, 2004 which incorrectly stated on the cover page that as of May 3, 2004 the Company had 22,344,001 shares of Common Stock outstanding.  The Company is filing this amendment on Form 10-Q/A solely to amend the cover page to correctly reflect that as of May 3, 2004 the Company had 24,344,001 shares of Common Stock outstanding.

 

This Form 10-Q/A only reflects the correction referenced above and does not otherwise reflect events occurring after the filing of the original Quarterly Report on Form 10-Q or otherwise modify or update those disclosures.

 

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**Part II.**   **OTHER INFORMATION**

 

**Item 6.****                     Exhibits andReports on Form 8-K**

 

(a)                                     Exhibits:

 

31.         Certification of the Company’sCo-Chief Executive Officers and Chief Financial Officer pursuant to Section 302of the Sarbanes-Oxley Act of 2002.

 

32.         Certification of theCompany’s Co-Chief Executive Officers and Chief Financial Officer pursuant toSection 906 of the Sarbanes-Oxley Act of 2002.

 

(b)                                    Reportson Form 8-K:

 

We filed a Current Reporton Form 8-K on January 6, 2004 furnishing, under caption of Item 12, financialinformation for the quarter ended December 31, 2003.

 

We filed a Current Reporton Form 8-K on January 29, 2004 disclosing, under caption of Items 5 and 12,financial information for the quarter ended December 31, 2003.

 

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Pursuant to the requirements of the Securities andExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned thereunto duly authorized as of the 11th dayof May 2004.

 
|   | Guitar Center, Inc.                                        |
|--------|------------------------------------------------------------|
|   |                                                       |
|   | /s/  Bruce L. Ross                               |   |
|   |                                                       |
|   | Bruce L. Ross, Executive Vice President,                   |
|   | Chief Financial Officer and Secretary                      |
|   |                                                       |
|   | (Duly Authorized Officer and Principal Financial  Officer) |

 

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