UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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 (date of earliest event reported): ~~September~~October 1729, 2012

GUITAR CENTER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-175270-07	26-0843262
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation or organization)		Identification No.)

GUITAR CENTER, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-22207		95-4600862
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

Delaware
(State or other jurisdiction of
incorporation or organization)

000-22207
(Commission File Number)

95-4600862
(IRS Employer
Identification No.)

5795 Lindero Canyon Road

Westlake Village, California 91362
(Address of principal executive offices, including zip code)

(818) 735-8800
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On ~~September~~October 1729, 2012, Guitar Center, Inc. (the “Company”) announced that ~~Erick~~Gregory ~~Mason~~Trojan, Chief ~~Financial~~Executive ~~Officer,~~and ~~accepted~~ a ~~new~~member ~~role~~of inthe Board of Directors, has notified the Company asof ~~Chief~~his ~~Strategic~~intent ~~Officer~~to ~~effective~~resign ~~October 1~~from his positions with the Company and its affiliates, ~~2012. As~~effective ~~Chief~~on ~~Strategic~~or ~~Officer~~around November 23, 2012. Mr. ~~Mason~~Trojan will ~~oversee~~remain ~~strategic~~with ~~planning,~~the ~~supply~~Company ~~chain,~~until ~~real~~that ~~estate~~time to provide transition assistance to the Company, ~~legal~~but ~~and~~will ~~information~~be ~~technology~~stepping ~~operations~~down as Chief Executive Officer effective on October 29, 2012.

The Company’s ~~also~~board ~~announced~~of ~~that~~directors ~~Tim Martin~~ has ~~been~~initiated ~~hired~~an toexternal ~~assume~~search ~~the~~process ~~role~~for ofa new Chief ~~Financial~~Executive Officer ofto ~~the~~succeed ~~Company effective October 1, 2012.~~ Mr. ~~Martin,~~Trojan. ~~age~~Effective ~~43,~~immediately ~~was~~and ~~Chief~~for ~~Financial~~the ~~Officer~~period of ~~Land’s~~the ~~End~~search process, athe ~~division~~board ofhas ~~Sears~~appointed ~~Holdings~~Gene ~~Corporation~~Joly ~~and~~- aExecutive ~~leading~~Vice ~~direct~~President ~~merchant~~ of ~~family apparel and accessories and home products~~Stores, ~~from~~Tim ~~December 2009~~Martin to- ~~July 2012. Previously,~~Executive ~~Mr. Martin~~Vice ~~served~~President asand Chief Financial Officer, ofand ~~Coldwater~~Erick ~~Creek, Inc.,~~Mason a- ~~leading~~Executive ~~specialty~~Vice ~~retailer~~President ofand ~~women’s~~Chief ~~apparel,~~Strategy ~~gifts~~Officer, ~~jewelry~~to ~~and~~jointly ~~accessories,~~function ~~from~~as ~~August 2006~~the toOffice ~~November 2009~~of the Chief Executive.

Mr. ~~Martin~~Joly, ~~will~~age ~~receive~~58, anjoined ~~annual~~the ~~base~~Company ~~salary~~in ofOctober 2002 ~~$425,000~~as ~~and~~Vice ~~will~~President beof ~~eligible~~High toTech ~~participate~~Merchandising inand ~~the~~was ~~Company’s~~promoted ~~executive~~to ~~bonus~~Senior ~~plan.~~Vice InPresident ~~addition~~in 2004, ~~the~~to ~~Company~~Executive ~~and~~Vice ~~Mr. Martin~~President ~~will~~of ~~enter~~Merchandising ~~into~~of anthe ~~executive~~Musician’s ~~severance~~Friend ~~benefits~~division ~~agreement~~ in aSeptember 2007 ~~form~~and ~~consistent~~to ~~with~~Executive ~~those~~Vice ~~provided~~President toof ~~other~~Stores ~~executives~~in September 2008. Mr. ~~Martin~~Joly isserved ~~eligible~~as toVice ~~receive~~President aand ~~grant~~General Manager of ~~options~~the toTASCAM ~~purchase~~division ~~85,000 shares~~ of ~~common~~TEAC ~~stock~~America offrom ~~Guitar~~1998 ~~Center~~to ~~Holdings, Inc.,~~2002 ~~subject~~and prior to ~~approval~~that byheld ~~the~~senior ~~compensation~~leadership ~~committee~~positions ofat ~~Guitar~~several ~~Center~~musical ~~Holdings, Inc~~instrument retailers.

Mr. Martin, age 43, joined the Company in October 2012. Previously, he was Chief Financial Officer of Lands’ End, a division of Sears Holdings Corporation and a leading direct merchant of family apparel and accessories and home products, from December 2009 to July 2012. Previously, Mr. Martin served as Chief Financial Officer of Coldwater Creek, Inc., a leading specialty retailer of women’s apparel, gifts, jewelry and accessories, from August 2006 to November 2009.

Mr. Mason, age 48, joined the Company in 1996 as corporate controller. In January 1999, Mr. Mason was promoted to Senior Vice President, Finance, and in May 2001, Mr. Mason became Senior Vice President of Operations and Finance. In March 2003, Mr. Mason was promoted to Executive Vice President and Chief Administrative Officer. In April 2006, Mr. Mason became Chief Financial Officer, and in October 2012 he became Executive Vice President and Chief Strategy Officer. From 1986 to 1996, Mr. Mason was employed by KPMG LLP, most recently as senior manager. Mr. Mason also serves as Vice President and Assistant Secretary of Holdings.

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 HOLDINGS, INC.
Date: September 21, 2012	By:	/s/ Erick Mason
Date: October 29, 2012	By:	/s/ Erick Mason
		Erick Mason
		Vice President
	GUITAR CENTER, INC.
Date: September 21, 2012	By:	/s/ Erick Mason
		Erick Mason
		Executive Vice President

	GUITAR CENTER, INC.

Date: October 29, 2012	By:	/s/ Erick Mason
		Erick Mason
		Executive Vice President

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