-----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, C6Vgzpwxcx4tjKb0d4z9x+/YkfBXs1Q+o7w99zduPDFBZ3buaYzthcJqjeVemuhk nugURaG27cI3G9H87DtW7g== /in/edgar/work/20001103/0000897101-00-001051/0000897101-00-001051.txt : 20001106 0000897101-00-001051.hdr.sgml : 20001106 ACCESSION NUMBER: 0000897101-00-001051 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001103 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARMONY HOLDINGS INC CENTRAL INDEX KEY: 0000878246 STANDARD INDUSTRIAL CLASSIFICATION: [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: 753184 BUSINESS ADDRESS: STREET 1: 5501 EXCELSIOR BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 6129258840 MAIL ADDRESS: STREET 1: 5501 EXCELSIOR BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTELEFILM CORP CENTRAL INDEX KEY: 0000882160 STANDARD INDUSTRIAL CLASSIFICATION: [7812 ] IRS NUMBER: 411663712 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5501 EXCELSIOR BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 6129258840 MAIL ADDRESS: STREET 1: 5501 EXCELSIOR BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FORMER COMPANY: FORMER CONFORMED NAME: CHILDRENS BROADCASTING CORP DATE OF NAME CHANGE: 19951102 SC 13D/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 11)* Harmony Holdings, Inc - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 41322310 - -------------------------------------------------------------------------------- (CUSIP Number) Jill J. Theis, Esq. iNTELEFILM Corporation 5501 Excelsior Boulevard Minneapolis, Minnesota 55416 (612) 925-8840 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 27, 2000 - -------------------------------------------------------------------------------- (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(b), (3) or (4), 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 ("Act") 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 11 Pages - --------------------------- ---------------------------- CUSIP No. 41322310 13D Page 2 of 11 Pages - --------------------------- ---------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON INTELEFILM CORPORATION 41-1663712 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - -------------------------------------------------------------------------------- 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 4,139,562 ---------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ---------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 4,139,562 WITH ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,139,562 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! iNTELEFILM Corporation, formerly known as 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, October 1, 1997, July 2, 1998, July 17, 1998, November 23, 1998, April 19, 1999, May 27, 1999, June 29, 1999 and March 23, 2000, 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, 4 and 5 of the Schedule 13D are hereby amended and restated to read as follows: ITEM 2. IDENTITY AND BACKGROUND. This statement is filed by iNTELEFILM Corporation, a Minnesota corporation. The Company believes it is a leading source of services for the television commercial production industry, offering extensive production capability and the exclusive services of established industry talent. The Company's principal business and principal office is located at 5501 Excelsior Boulevard, Minneapolis, Minnesota 55416. 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). 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 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 Page 3 of 11 Pages violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 4. PURPOSE OF TRANSACTION. On October 27, 2000, the Company filed Amendment No. 2 to its Registration Statement on Form S-4 relating to the proposed offer to acquire all of the Harmony common stock which it does not own, in exchange for shares of the Company's common stock. The Company proposes to offer one share of its common stock for every 13.75 shares of Harmony common stock. The ultimate purpose of the offer is to acquire 100% of Harmony's common stock. The offer will be made subject to the terms of the prospectus contained in the registration statement after the registration statement has been declared effective. The Company has added a minimum tender condition to its offer. The Company's obligation to exchange its common stock for Harmony common stock is now subject to the condition that stockholders of Harmony validly tender, and do not withdraw, a sufficient number of shares of Harmony common stock which, together with shares of Harmony common stock owned by the Company, constitute at least 90% of the outstanding shares of Harmony common stock upon the expiration of the offer. The Company intends to cause Harmony to be merged with the Company, or a wholly owned subsidiary of the Company, after completion of the offer, thereby eliminating Harmony's indebtedness to the Company. The merger would result in each share of Harmony common stock not exchanged or accepted for exchange in the offer being converted into the same number of shares of the Company that would have been issued to a Harmony stockholder pursuant to the offer. If stockholders of Harmony do not tender a sufficient number of shares of Harmony common stock to enable the Company to own at least 90% of the outstanding shares of Harmony common stock upon completion of the offer, the Company plans to continue its investment in Harmony as a majority-owned subsidiary. As of September 30, 2000, Harmony was indebted to the Company to the extent of approximately $5.9 million. The Company is not obligated to continue funding Harmony's operating losses and does not intend to continue such funding if the offer is unsuccessful. Page 4 of 11 Pages Successful completion of the offer and the merger would make Harmony common stock eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. 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 October 27, 2000, the Company beneficially owned 4,139,562 shares of Harmony common stock, constituting approximately 55.1% of the outstanding Harmony common stock. (b) As of October 27, 2000, the Company had sole power to vote or to direct the vote and the sole power to dispose or direct the disposition of 4,139,562 shares of Harmony common stock. (c) Not applicable. (d) Not applicable. (e) Not applicable. CHRISTOPHER T. DAHL (a) As of October 27, 2000, Christopher T. Dahl, the President, Chief Executive Officer and Chairman of the Board of the Company, beneficially owned 175,000 shares of Common Stock of Harmony, constituting approximately 2.3% of the outstanding Common Stock of Harmony. (b) As of October 27, 2000, 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 175,000 shares of Common Stock of Harmony. (c) Not applicable. (d) Not applicable. (e) Not applicable. Page 5 of 11 Pages WILLIAM E. CAMERON (a) As of October 27, 2000, William E. Cameron, a director of the Company, beneficially owned 75,000 shares of Common Stock of Harmony, constituting approximately 1% of the outstanding Common Stock of Harmony. (b) As of October 27, 2000, Mr. Cameron had the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of 75,000 shares of Common Stock of Harmony. (c) Not applicable. (d) Not applicable. (e) Not applicable. RICHARD W. PERKINS (a) As of October 27, 2000, Richard W. Perkins, a director of the Company, beneficially owned 75,000 shares of Common Stock of Harmony, constituting approximately 1% of the outstanding Common Stock of Harmony. (b) As of October 27, 2000, Mr. Perkins had the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of 75,000 shares of Common Stock of Harmony. (c) Not applicable. (d) Not applicable. (e) Not applicable. MICHAEL R. WIGLEY (a) As of October 27, 2000, Michael R. Wigley, a director of the Company, beneficially owned 0 shares of Common Stock of Harmony. (b) As of October 27, 2000, Mr. Wigley did not have the sole power to vote or to direct the vote or the sole power to dispose or to direct the disposition of any shares of Common Stock of Harmony. (c) Not applicable. Page 6 of 11 Pages (d) Not applicable. (e) Not applicable. WILLIAM H. SPELL (a) As of October 27, 2000, William H. Spell, a director of the Company, beneficially owned 0 shares of Common Stock of Harmony. (b) As of October 27, 2000, Mr. Spell did not have the sole power to vote or to direct the vote or the sole power to dispose or to direct the disposition of any shares of Common Stock of Harmony. (c) Not applicable. (d) Not applicable. (e) Not applicable. JAMES G. GILBERTSON (a) As of October 27, 2000, James G. Gilbertson, the Chief Operating Officer of the Company, beneficially owned 25,000 shares of Common Stock of Harmony, constituting less than 1% of the outstanding Common Stock of Harmony. (b) As of October 27, 2000, 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) Not applicable. (d) Not applicable. (e) Not applicable. PATRICK KNISLEY (a) As of October 27, 2000, Patrick Knisley, a director of the Company, beneficially owned 0 shares of Common Stock of Harmony. Page 7 of 11 Pages (b) As of October 27, 2000, Mr. Knisley did not have the sole power to vote or to direct the vote or the sole power to dispose or to direct the disposition of any shares of Common Stock of Harmony. (c) Not applicable. (d) Not applicable. (e) Not applicable. JILL J. THEIS (a) As of October 27, 2000, Jill J. Theis, General Counsel and Secretary of the Company, beneficially owned 1,667 shares of Common Stock of Harmony, constituting less than 1% of the outstanding Common Stock of Harmony. (b) As of October 27, 2000, Ms. Theis had the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of 1,667 shares of Common Stock of Harmony. (c) Not applicable. (d) Not applicable. (e) Not applicable. STEVEN C. SMITH (a) As of October 27, 2000, Steven C. Smith, the Chief Financial Officer of the Company, beneficially owned 0 shares of Common Stock of Harmony. (b) As of October 27, 2000, Mr. Smith did not have the sole power to vote or to direct the vote or the sole power to dispose or to direct the disposition of any shares of Common Stock of Harmony. (c) Not applicable. (d) Not applicable. (e) Not applicable. Page 8 of 11 Pages MICHAEL N. DELGADO (a) As of October 27, 2000, Michael N. Delgado, a director of the Company, beneficially owned 0 shares of Common Stock of Harmony. (b) As of October 27, 2000, Mr. Delgado did not have the sole power to vote or to direct the vote or the sole power to dispose or to direct the disposition of any shares of Common Stock of Harmony. (c) Not applicable. (d) Not applicable. (e) Not applicable. Page 9 of 11 Pages SIGNATURE After reasonable inquiry 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: November 3, 2000 iNTELEFILM CORPORATION By: /s/ Jill J. Theis ------------------------ Jill J. Theis General Counsel and Secretary Page 10 of 11 Pages SCHEDULE I The following table sets forth the name, business address, present principal occupation or employment, and, if other than iNTELEFILM Corporation, the name, principal business and address of any corporation or other organization in which such employment is conducted. Each person listed in the following table is a citizen of the United States of America. BUSINESS ADDRESS/ NAME PRINCIPAL OCCUPATION ADDRESS OF PRINCIPAL OCCUPATION - --------------------- ----------------------------------- ---------------------- Christopher T. Dahl President, Chief Executive 5501 Excelsior Officer and Chairman of the Board Boulevard of iNTELEFILM and Harmony Minneapolis, MN 55416 - --------------------- ----------------------------------- ---------------------- William E. Cameron Consultant 5501 Excelsior Boulevard Minneapolis, MN 55416 - --------------------- ----------------------------------- --------------------- Richard W. Perkins President and Chief Executive 730 East Lake Street Officerof Perkins Capital Wayzata, MN 55391 Management - --------------------- ----------------------------------- ---------------------- Michael R. Wigley President and Chief Executive One Carlson Parkway Officer of Great Plains Suite 120 Companies, Inc. Plymouth, MN 55447-4453 - --------------------- ----------------------------------- ---------------------- William H. Spell Chief Executive Officer of 222 South Ninth Street PW Eagle, Inc. Suite 2880 Minneapolis, MN 55402 - --------------------- ----------------------------------- ---------------------- James G. Gilbertson Chief Operating Officer of 5501 Excelsior iNTELEFILMand Harmony, Boulevard President - Internet Minneapolis, MN 55416 Division of iNTELEFILM - --------------------- ----------------------------------- ---------------------- Patrick Knisley Executive Vice President and 5501 Excelsior President - Production Boulevard Division of iNTELEFILM Minneapolis, MN 55416 - --------------------- ----------------------------------- ---------------------- Jill J. Theis General Counsel and Secretary 5501 Excelsior of iNTELEFILM and Harmony Boulevard Minneapolis, MN 55416 - --------------------- ----------------------------------- ---------------------- Steven C. Smith Chief Financial Officer of 5501 Excelsior iNTELEFILM and Harmony Boulevard Minneapolis, MN 55416 - --------------------- ----------------------------------- ---------------------- Michael N. Delgado Vice President - Marketing of 5501 Excelsior iNTELEFILM Boulevard Minneapolis, MN 55416 - --------------------- ----------------------------------- ---------------------- Page 11 of 11 Pages -----END PRIVACY-ENHANCED MESSAGE-----