-----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, Co8cCT0lH8RYMCsquIbRQHaNoK+E4WxPM7uZQ4NQT13NA1cFMzDTcBfKchiTEbdx mTg0Z7jkJPB9eAqEOe7COA== 0001047469-98-026373.txt : 19980703 0001047469-98-026373.hdr.sgml : 19980703 ACCESSION NUMBER: 0001047469-98-026373 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980702 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARMONY HOLDINGS INC CENTRAL INDEX KEY: 0000878246 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 954333330 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42207 FILM NUMBER: 98660269 BUSINESS ADDRESS: STREET 1: 1990 WESTWOOD BLVD STREET 2: SUITE 310 CITY: LOS ANGELES STATE: CA ZIP: 90025-4676 BUSINESS PHONE: 3104467700 MAIL ADDRESS: STREET 1: 1990 WESTWOOD INC CITY: LOA ANGLES STATE: CA ZIP: 90025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHILDRENS BROADCASTING CORP CENTRAL INDEX KEY: 0000882160 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 411663712 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 724 1ST ST N STREET 2: 4TH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55401 BUSINESS PHONE: 6123383300 MAIL ADDRESS: STREET 1: 724 FIRST STREET NORTH STREET 2: FOURTH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55401 SC 13D/A 1 SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 4)* Harmony Holdings, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 41322310 - -------------------------------------------------------------------------------- (CUSIP Number) Avron L. Gordon, Esq. Brett D. Anderson, Esq. Briggs and Morgan, P.A. 2400 IDS Center Minneapolis, MN 55402 (612) 334-8400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. - --------------------------- *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 would alter disclosures provided in a prior cover page. The information required on 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 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). (Continued on following pages) (Page 1 of 10 Pages) - ----------------------- -------------------------- CUSIP No. 41322310 13D Page 2 of 10 Pages - ----------------------- -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Children's Broadcasting Corporation 41-1663712 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 3,188,731 ---------------------------------------------------------------- 8 SHARED VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 3,188,731 WITH ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,188,731 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Children's Broadcasting Corporation (the "Company") hereby amends its statement on Schedule 13D (the "Schedule 13D") originally filed on July 31, 1997, and amended on September 23, 1997, September 30, 1997 and October 1, 1997, with respect to its beneficial ownership of shares of common stock, par value $0.01 per share ("Common Stock"), of Harmony Holdings, Inc., a Delaware corporation ("Harmony"). Items 2 through 5 of the Schedule 13D are hereby amended and restated to read as follows: Item 2: Identity and Background. This statement is filed by Children's Broadcasting Corporation, a Minnesota corporation which formerly broadcast children's radio in the United States, with its principal business and principal executive offices at 724 First Street North, Minneapolis, Minnesota 55401. The attached Schedule I is a list of the executive officers and directors of the Company which contains the following information regarding each person listed on such schedule: (a) name; (b) residence or business address; (c) present principal occupation or employment and, if other than the Company, the name, principal business and address of any corporation or other organization in which such employment is conducted; and (d) citizenship. During the past five years, neither the Company nor, to the best of the Company's knowledge, any person named in Schedule I has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3: Source and Amount of Funds or Other Consideration. The Company obtained funds for the Option Exercise and the Share Purchase (as hereinafter defined) pursuant to the Securities Purchase Agreement by and between the Company, Talisman Capital Opportunity Fund Ltd., Dominion Capital Limited and Sovereign Partners LP, dated June 25, 1998. Pursuant to such agreement, the Company issued 606,061 shares of its Series B Convertible Preferred Stock for which it received net proceeds of approximately $1,850,000. In connection with such financing, the Company issued five-year (Page 3 of 10 Pages) warrants to the investors for the purchase of an aggregate of 100,000 shares of the Company's Common Stock, at an exercise price of $3.7734375 per share. Item 4: Purpose of Transaction. The Company performed the Option Exercise and the Share Purchase to increase its voting power. The Company reserves the right to purchase additional shares of Common Stock, on the open market or through direct purchases from Harmony, if it deems such action to be in its best interest. Other than the information disclosed above, the Company does not presently have plans or proposals which relate to, or would result in, any of the matters listed in Paragraphs (a) through (j) of Item 4 of Schedule 13D. Item 5: Interest in Securities of the Issuer. THE REPORTING PERSON (a) As of July 1, 1998, the Company beneficially owned 3,188,731 shares of Common Stock of Harmony, which constitute approximately 44.1% of the outstanding Common Stock of Harmony. (b) As of July 1, 1998, the Company had the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of 3,188,731 shares of Common Stock of Harmony. (c) In April 1998, the Company assigned to (i) Pyramid Partners, L.P. ("Pyramid"), an entity controlled by Richard W. Perkins, a director of the Company; (ii) Perkins & Partners, Inc., Profit Sharing Plan & Trust, an entity controlled by Mr. Perkins; and (iii) Christopher T. Dahl and the State Bank of New Prague Joint Account its obligation to purchase 225,000 shares of Common Stock of Harmony at $2.50 per share from Glenn B. Laken, a shareholder of Harmony. On June 30, 1998, the Company exercised options to purchase an aggregate of 750,000 shares of Common Stock of Harmony at $1.50 per share (the "Option Exercise"). On July 1, 1998, the Company purchased an aggregate of 250,000 shares of Common Stock of Harmony at $1.73 per share, including a $0.05 per share commission paid to Brookstreet Securities (the "Share Purchase"). (d) Funds for previously reported acquisitions have originated from multiple sources, including (i) $2,400,000 pursuant to the Company's Amended and Restated Loan and Security Agreement with Foothill Capital Corporation ("Foothill"), (ii) $500,000 (Page 4 of 10 Pages) pursuant to a loan from Pyramid, (iii) $500,000 pursuant to a loan from Rodney P. Burwell, a former director of the Company, and (iv) $250,000 pursuant to a loan from William M. Toles, a shareholder of the Company. Foothill has a security interest in substantially all of the assets of the Company. Further, in the event of default under the promissory described above, Pyramid, Mr. Burwell and Mr. Toles have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 192,308, 192,308, and 96,154 shares of Common Stock, respectively. (e) Not applicable. CHRISTOPHER T. DAHL (a) As of July 1, 1998, Christopher T. Dahl, the President, Chief Executive Officer and Chairman of the Board of the Company, beneficially owned 160,000 shares of Common Stock of Harmony, which constitute approximately 2.2% of the outstanding Common Stock of Harmony. (b) As of July 1, 1998, Mr. Dahl had the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of 135,000 shares of Common Stock of Harmony. As of July 1, 1998, Mr. Dahl had shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of 25,000 shares of Common Stock of Harmony. Such power is shared with the State Bank of New Prague. (c) In March 1998, Harmony issued a ten-year incentive stock option to Mr. Dahl for the purchase of 300,000 shares of Common Stock at a per share exercise price of $1.375. Such option vests in increments of one- third upon achieving certain increases in the closing price of Harmony's Common Stock; namely, one-third vests after a closing price in excess of $1.71875 per share, an additional one-third vests after a closing price in excess of $2.0625 per share and the remaining one- third vests after a closing price in excess of $2.75 per share. As of July 1, 1998, one-third of such option had vested. In March 1998, Harmony issued a five-year director stock option to Mr. Dahl for the purchase of 75,000 shares of Common Stock at a per share exercise price of $1.375. One-third of such option vested upon issuance, one-third vests in March 1999 and the remaining one-third vests in March 2000. In April 1998, the Company assigned to Christopher T. Dahl and the State Bank of New Prague Joint Account its obligation to purchase 25,000 shares of Common Stock of Harmony at $2.50 per share from Glenn B. Laken, a shareholder of (Page 5 of 10 Pages) Harmony. Christopher T. Dahl and the State Bank of New Prague Joint Account purchased such shares in April 1998. (d) Not applicable. (e) Not applicable. JAMES G. GILBERTSON (a) As of July 1, 1998, James G. Gilbertson, the Chief Operating Officer of the Company, beneficially owned 25,000 shares of Common Stock of Harmony, which constitute less than 1.0% of the outstanding Common Stock of Harmony. (b) As of July 1, 1998, Mr. Gilbertson had the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of 25,000 shares of Common Stock of Harmony. (c) In March 1998, Harmony issued a ten-year incentive stock option to Mr. Gilbertson for the purchase of 75,000 shares of Common Stock at a per share exercise price of $1.375. Such option vests in increments of one-third upon achieving certain increases in the closing price of Harmony's Common Stock; namely, one-third vests after a closing price in excess of $1.71875 per share, an additional one-third vests after a closing price in excess of $2.0625 per share and the remaining one- third vests after a closing price in excess of $2.75 per share. As of July 1, 1998, one-third of such option had vested. (d) Not applicable. (e) Not applicable. LANCE W. RILEY (a) As of July 1, 1998, Lance W. Riley, the General Counsel and Secretary of the Company, beneficially owned 25,000 shares of Common Stock of Harmony, which constitute less than 1.0% of the outstanding Common Stock of Harmony. (b) As of July 1, 1998, Mr. Riley had the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of 25,000 shares of Common Stock of Harmony. (c) In March 1998, Harmony issued a ten-year incentive stock option to Mr. Riley for the purchase of 75,000 shares of Common Stock at a per share exercise price of $1.375. Such option vests in increments of one- third upon achieving certain increases in the closing price of Harmony's Common Stock; namely, one-third vests after a closing (Page 6 of 10 Pages) price in excess of $1.71875 per share, an additional one-third vests after a closing price in excess of $2.0625 per share and the remaining one-third vests after a closing price in excess of $2.75 per share. As of July 1, 1998, one-third of such option had vested. (d) Not applicable. (e) Not applicable. RICHARD W. PERKINS (a) As of July 1, 1998, Richard W. Perkins beneficially owned 425,000 shares of Common Stock of Harmony, which constitute approximately 5.9% of the outstanding Common Stock of Harmony. (b) As of July 1, 1998, Mr. Perkins, as President of Perkins Capital Management, Inc., which is the General Partner of Pyramid, had the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of 425,000 shares of Common Stock of Harmony. Mr. Perkins disclaims beneficial ownership of shares of Common Stock of Harmony owned by Perkins Capital Management, Inc. (c) In March 1998, Harmony issued a five-year director stock option to Mr. Perkins for the purchase of 75,000 shares of Common Stock at a per share exercise price of $1.375. One-third of such option vested upon issuance, one-third vests in March 1999 and the remaining one-third vests in March 2000. In April 1998, the Company assigned to Pyramid and Perkins & Partners, Inc., Profit Sharing Plan & Trust its obligation to purchase 200,000 shares of Common Stock of Harmony at $2.50 per share from Glenn B. Laken, a shareholder of Harmony. Pyramid and Perkins & Partners, Inc., Profit Sharing Plan & Trust purchased such shares in April 1998. (d) Not applicable. (e) Not applicable. (Page 7 of 10 Pages) SIGNATURE After reasonable inquiring and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 2, 1998 CHILDREN'S BROADCASTING CORPORATION By: /s/ James G. Gilbertson --------------------------------------------------- James G. Gilbertson Chief Operating Officer (Page 8 of 10 Pages) SCHEDULE I Executive Officers and Directors of Children's Broadcasting Corporation The name, business address, principal occupation or employment and citizenship of each executive officer and director is set forth below.
Residence Address or Principal Business Occupation or Address and, if Employment or Citizenship different, Address Principal or Place of Name of Principal Office Business Organization - ---- ------------------- -------- ------------ EXECUTIVE OFFICERS OF CHILDREN'S BROADCASTING CORPORATION: Christopher T. Dahl 724 First Street North President, Chief U.S.A. Minneapolis, MN 55401 Executive Officer and Chairman of the Board James G. Gilbertson 724 First Street North Chief Operating U.S.A. Minneapolis, MN 55401 Officer and Treasurer Patrick D. Grinde 724 First Street North Chief Financial U.S.A. Minneapolis, MN 55401 Officer Lance W. Riley 724 First Street North General Counsel U.S.A. Minneapolis, MN 55401 and Secretary Gary W. Landis 724 First Street North Executive Vice U.S.A. Minneapolis, MN 55401 President of Programming Barbara A. McMahon 724 First Street North Executive Vice U.S.A. Minneapolis, MN 55401 President of Affiliate Relations Rick E. Smith 724 First Street North Executive Vice U.S.A. Minneapolis, MN 55401 President of National Sales
(Page 9 of 10 Pages)
DIRECTORS OF CHILDREN'S BROADCASTING CORPORATION: Christopher T. Dahl 724 First Street North President, Chief U.S.A. Minneapolis, MN 55401 Executive Officer and Chairman of the Board Richard W. Perkins 730 East Lake Street President and U.S.A. Wayzata, MN 55391 CEO of Perkins Capital Management, Inc. (a registered investment adviser) Michael R. Wigley 3030 Centre Pointe Drive President and CEO of U.S.A. Suite 900 Great Plains Companies, St. Paul, MN 55164 Inc. (a building material and supply company) William E. Cameron 13900 Tahiti Way, #208 Head of International U.S.A. Marina Del Rey, CA 90291 Business Development for Universal Health Communications
(Page 10 of 10 Pages) -----END PRIVACY-ENHANCED MESSAGE-----