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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

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)date of ~~the~~earliest ~~Securities~~event ~~and~~reported): ~~Exchange~~January 23, ~~Act of 1934~~ 2001

~~Date of~~MUSICLAND ~~Report~~STORES CORPORATION (~~Date~~Exact Name of ~~earliest~~Registrant ~~event~~as ~~reported):~~Specified ~~December 6,~~in ~~2000~~Its Charter)

~~MUSICLAND~~Delaware (State ~~STORES~~or ~~CORPORATION (Exact~~Other ~~name~~Jurisdiction of ~~registrant as specified in its charter~~Incorporation)

Delaware (State or other jurisdiction of incorporation or organization)	1-11014 (Commission File Number)	41-1623376 (I.R.S. Employer Identification No.)
1-11014 (Commission File Number)	41-1623376 (I.R.S. Employer Identification No.)
10400 Yellow Circle Drive, Minnetonka, Minnesota (Address of principal executive offices)		55343 (Zip Code)
10400 Yellow Circle Drive Minnetonka, Minnesota (Address of Principal Executive Offices)	55343 (Zip Code)
(952) 931-8000 (Registrant's telephone number, including area code)

~~Item~~Registrant's telephone ~~5. Other~~number, ~~Events.~~including area code: (952) 931-8000

On ITEM ~~December 6, 2000, Musicland Stores Corporation (the "Musicland") entered into an Agreement and Plan of Merger, dated as of December 6, 2000 (the "Agreement") with Best Buy Co~~1.~~, Inc.,~~ CHANGES aIN ~~Minnesota~~CONTROL ~~corporation~~OF ~~("Best Buy"), and EN Acquisition Corp~~REGISTRANT., a Delaware corporation and wholly owned subsidiary of Best Buy ("Purchaser"). Pursuant to the Agreement, Purchaser will commence a cash tender (the "Offer") to purchase all of the issued and outstanding shares (the "Shares") of common stock, $.01 par value per share, of Musicland (the "Company Common Stock"), for $12.55 per share (the "Offer Price"), net to the seller in cash, without interest, subject to the terms and conditions of the Agreement.

~~Completion of~~As ~~the~~previously ~~Offer~~reported, ison ~~subject~~December 7, to2000, ~~the~~Best ~~satisfaction~~Buy ofCo., Inc. ~~certain~~("Best ~~conditions~~Buy"), ~~which~~a ~~include~~Minnesota corporation, ~~without~~announced ~~limitation,~~that ~~the~~it ~~following:~~had entered into an Agreement and Plan of Merger (1the "Merger Agreement"), dated December ~~there~~6, ~~shall~~2000, ~~have~~by ~~been~~and ~~validly~~among ~~tendered~~Best ~~and not~~Buy, ~~withdrawn~~EN aAcquisition ~~number~~Corp., ofa ~~Shares~~Delaware ~~which~~corporation ~~represents~~and ata ~~least~~wholly-owned ~~67%~~subsidiary of Best Buy (the "Purchaser"), ~~total~~and ~~voting~~Musicland ~~power~~Stores ofCorporation, a Delaware corporation ("Musicland"). Pursuant to the ~~outstanding~~Merger ~~Shares~~Agreement, on aDecember 21, ~~fully~~2000, ~~diluted~~the ~~basis~~Purchaser and ~~(ii) the~~Best ~~expiration~~Buy orcommenced ~~early~~a ~~termination~~cash tender offer to acquire all of the ~~waiting~~ ~~period~~issued ~~under~~and ~~the~~outstanding ~~Hart-Scott-Rodino~~shares ~~Antitrust~~of ~~Improvements~~common ~~Act~~stock of ~~1976~~Musicland, aspar ~~amended~~value $.01 per share (the "Shares"), at a price of $12.55 per share in cash (the "Offer").

AOn ~~copy~~January 23, of2001, Best Buy announced the ~~Agreement~~successful iscompletion ~~attached~~of asthe ~~Exhibit 2~~Offer.1. The ~~foregoing~~Offer ~~description~~expired at 12:00 midnight on January 22, 2001, at which time 30,017,211 shares, or 93.4%, of ~~the~~Musicland's ~~Agreement~~Shares ishad ~~qualified~~been intendered, ~~its~~excluding ~~entirety~~Shares bytendered ~~reference~~pursuant to ~~the~~procedures ~~specific~~for ~~terms~~guaranteed ~~and~~delivery. ~~conditions~~Payment of for the ~~Agreement,~~Shares ~~which~~tendered ~~are~~has ~~incorporated~~been bymade ~~reference~~through toWells ~~Exhibit 2.1~~Fargo Shareowner ~~filed~~Services, ~~herewith~~the depositary for the Offer.

~~Concurrently~~On ~~with~~February ~~the~~1, ~~execution of the Agreement~~2001, ~~Registrant~~Best ~~entered~~Buy ~~into~~announced athe ~~Stock~~completion ~~Option Agreement dated as~~ of ~~December 6,~~the ~~2000~~merger (the "~~Stock Option Agreement~~Merger") ~~with~~of ~~Best~~the ~~Buy and~~ Purchaser. ~~Pursuant~~with toand ~~the~~into ~~Stock Option Agreement~~Musicland, ~~Musicland~~effective ~~granted~~11:59 p.m. toon ~~Purchaser~~January 31, ~~an irrevocable option~~ 2001 (the "~~Top-Up~~Effective ~~Stock Option~~Time"). toAt ~~purchase that number of Shares (~~the ~~"Top-Up~~ ~~Option~~Effective ~~Shares") equal to the number of Shares that~~Time, ~~when~~Musicland ~~added~~became toa ~~the~~wholly-owned ~~number~~subsidiary of ~~Shares owned by~~ Best Buy,. ~~Purchaser~~Trading ~~and~~in ~~their~~Musicland ~~subsidiaries~~Shares ~~immediately~~on ~~following~~the ~~consummation~~New ofYork ~~the Offer,~~Stock ~~will~~Exchange ~~constitute~~was ~~90%~~halted. ofAt the ~~Shares~~Effective ~~then~~Time, ~~outstanding~~all Shares ~~(assuming~~not ~~issuance~~tendered ofin the ~~Top-Up~~Offer ~~Option~~were ~~Shares)~~canceled atand aeach ~~purchase~~Share ~~price~~(except ~~per~~for ~~Top-Up~~Shares ~~Option~~held ~~Share~~by ~~equal~~Best toBuy, the ~~Offer~~Purchaser ~~Price. The~~or ~~exercise~~by ofMusicland ~~the~~as ~~Top-Up~~treasury ~~Stock~~shares) ~~Option~~was isconverted ~~subject~~into to the ~~terms~~right ~~and~~to ~~conditions~~receive ~~set~~$12.55 ~~forth~~ net in ~~the Stock Option Agreement~~cash, ~~including,~~without ~~among other things~~interest, ~~that~~subject ~~the Top-Up Stock Option will not be exercisable~~ to the ~~extent~~rights ~~that~~of the ~~number~~holders of ~~Shares that would otherwise be issued thereunder exceeds~~ the ~~number of authorized~~ Shares ~~available~~to ~~for~~exercise ~~issuance.~~appraisal ~~A copy of the Stock Option Agreement is attached as Exhibit 2~~rights.2.

~~Certain~~The ~~stockholders~~aggregate offunds ~~Musicland,~~required ~~which~~to ~~collectively~~consummate ~~held~~the ~~approximately~~Offer ~~34%~~and of the ~~Shares~~Merger ~~outstanding~~(excluding asfees ofand ~~December 5,~~expenses) ~~2000,~~are ~~have~~approximately ~~entered~~$403 ~~into~~million ~~Shareholder Support Agreements with Best Buy~~ and ~~Purchaser.~~have Abeen ~~copy~~provided ofby ~~each~~Best ~~Shareholder~~Buy ~~Support~~from ~~Agreement~~its isavailable working ~~attached as Exhibits 2~~capital.3 ~~through 2.12.~~

~~Item~~ This description ~~7. Exhibits~~ of the Offer, the Merger and the Merger Agreement and the transactions contemplated thereby is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as an Exhibit and is incorporated herein by reference

Exhibit Number		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of December 6, 2000, by and among Best Buy Co., Inc., EN Acquisition Corp. and the Registrant.
2.2		Stock Option Agreement, dated as of December 6, 2000, by and among Best Buy Co., Inc., EN Acquisition Corp. and the Registrant.
2.3		Shareholder Support Agreement, dated as of December 6, 2000, by and between Best Buy Co., Inc., EN Acquisition Corp. and Jack W. Eugster.
2.4		Shareholder Support Agreement, dated as of December 6, 2000, by and between Best Buy Co., Inc., EN Acquisition Corp. and Keith A. Benson.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c): Exhibits.

The following are filed as Exhibits to this Report:

Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Merger, dated December 6, 2000, by and among Best Buy Co., Inc., EN Acquisition Corp. and Musicland Stores Corporation (incorporated by reference to Exhibit No. 2.1 to Musicland's Current Report on Form 8-K filed with the SEC on December 8, 2000).

2.5		Shareholder Support Agreement, dated as of December 6, 2000, by and between Best Buy Co., Inc., EN Acquisition Corp. and Kenneth F. Gorman.
2.6		Shareholder Support Agreement, dated as of December 6, 2000, by and between Best Buy Co., Inc., EN Acquisition Corp. and William A. Hodder.
2.7		Shareholder Support Agreement, dated as of December 6, 2000, by and between Best Buy Co., Inc., EN Acquisition Corp. and Josiah O. Low, III.
2.8		Shareholder Support Agreement, dated as of December 6, 2000, by and between Best Buy Co., Inc., EN Acquisition Corp. and Terry T. Saario.
2.9		Shareholder Support Agreement, dated as of December 6, 2000, by and between Best Buy Co., Inc., EN Acquisition Corp. and Alfred Teo and Annie Teo.
2.10		Shareholder Support Agreement, dated as of December 6, 2000, by and between Best Buy Co., Inc., EN Acquisition Corp. and M.A.A.A. Trust FBO Mark, Andrew, Alan, and Alfred Teo, Jr.
2.11		Shareholder Support Agreement, dated as of December 6, 2000, by and between Best Buy Co., Inc., EN Acquisition Corp. and Tom F. Weyl.
2.12		Shareholder Support Agreement, dated as of December 6, 2000, by and between Best Buy Co., Inc., EN Acquisition Corp. and Michael W. Wright.

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, thereunto duly authorized.

	MUSICLAND STORES CORPORATION (Registrant)
	By:	/s/ ALLEN U. LENZMEIER Name: Allen U. Lenzmeier Title: Executive Vice President and Chief Financial Officer
Date: February 1, 2001

~~Signatures~~ QuickLinks

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on it behalf by the undersigned, thereunto duly authorized.

Date: December 8, 2000		MUSICLAND STORES CORPORATION
		By:	/s/ JACK W. EUGSTER Jack W. Eugster Its: Chairman, Chief Executive Officer and President

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