-----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, JFLoN8yJ5Tl47rnxz4irQkmpxxaLbse4+T62VKkOiW5Q6E2NxuKxHudqrOBNckDN cnm+RfV4VTbNwfXORuXmxQ== 0000950124-01-001130.txt : 20010307 0000950124-01-001130.hdr.sgml : 20010307 ACCESSION NUMBER: 0000950124-01-001130 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010301 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: 1559031 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: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [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 c60432asc13da.txt SCHEDULE 13D, AMENDMENT #12 1 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. 12)* Harmony Holdings, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 41322310 - -------------------------------------------------------------------------------- (CUSIP Number) Richard A. Wiethorn iNTELEFILM Corporation 5501 Excelsior Boulevard Minneapolis, Minnesota 55416 (952) 925-8893 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 28, 2001 - -------------------------------------------------------------------------------- (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 9 Pages 2 CUSIP NO. 41322310 13D PAGE 2 OF 9 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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* OO and WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION MINNESOTA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 6,797,650 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 6,797,650 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,797,650 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! 3 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, March 23, 2000 and November 3, 2000, with respect to its beneficial ownership of shares of common stock, par value $0.01 per share, of Harmony Holdings, Inc., a Delaware corporation ("Harmony"). Items 2, 3, 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 violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Page 3 of 9 Pages 4 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Upon the terms of the Offer (as defined in Item 4), the Company intends to issue 193,251 shares of its common stock, par value $0.02 per share (the "iNTELEFILM Shares"), in exchange for 2,658,088 shares of common stock, par value $0.01 per share (the "Harmony Shares"), of Harmony. The Company also intends to use $72.50 of its working capital to pay cash in lieu of fractional iNTELEFILM Shares. ITEM 4. PURPOSE OF TRANSACTION. On November 28, 2000, the Company commenced an offer to exchange iNTELEFILM Shares for Harmony Shares at an exchange ratio of one iNTELEFILM Share for every 13.75 Harmony Shares (along with cash in lieu of fractional iNTELEFILM Shares) upon the terms and subject to the conditions set forth in the Company's prospectus and in the related letter of transmittal (which, together with the prospectus, and the amendments thereto, collectively constituted the "Offer"). The Offer was originally scheduled to terminate at 11:59 p.m., Minneapolis time, on Tuesday, December 26, 2000. Following five extensions, the Offer terminated at 5:00 p.m., Minneapolis time, on Wednesday, February 28, 2001. Harmony stockholders tendered or provided notice of guaranteed delivery of 2,658,088 Harmony Shares, which together with the Harmony Shares already owned by the Company, represented approximately 90.6% of the outstanding Harmony Shares. Upon the terms of the Offer, the Company intends to complete the exchange as promptly as practicable. Following the exchange, the Company intends to cause Harmony to merge into a wholly owned subsidiary of the Company. In the merger, the Company will issue one iNTELEFILM Share for every 13.75 Harmony Shares, subject to any applicable appraisal rights. The Company also intends to have Harmony terminate the registration of Harmony Shares under the Securities Exchange Act of 1934, as amended. 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. Page 4 of 9 Pages 5 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. THE REPORTING PERSON (a) As of March 1, 2001, the Company beneficially owned 6,797,650 Harmony Shares, constituting approximately 90.6% of the class, including 2,658,088 Harmony Shares which the Company has the right to acquire pursuant to the exchange described in Item 4. (b) As of March 1, 2001, the Company had sole power to vote or to direct the vote and the sole power to dispose or direct the disposition of 6,797,650 Harmony Shares. (c) See Item 4. (d) Not applicable. (e) Not applicable. CHRISTOPHER T. DAHL (a) As of March 1, 2001, Christopher T. Dahl, the President, Chief Executive Officer and Chairman of the Board of the Company, beneficially owned 175,000 Harmony Shares, constituting approximately 2.3% of the class, representing Harmony Shares which Mr. Dahl has the right to acquire upon the exercise of stock options. (b) As of March 1, 2001, Mr. Dahl 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 Harmony Shares. (c) Not applicable. (d) Not applicable. (e) Not applicable. WILLIAM E. CAMERON (a) As of March 1, 2001, William E. Cameron, a director of the Company, beneficially owned 75,000 Harmony Shares, constituting approximately 1% of the class, representing Harmony Shares which Mr. Cameron has the right to acquire upon the exercise of stock options. (b) As of March 1, 2001, Mr. Cameron did not have the sole power to vote or direct the vote or the sole power to dispose or to direct the disposition of any Harmony Shares. (c) Not applicable. Page 5 of 9 Pages 6 (d) Not applicable. (e) Not applicable. RICHARD W. PERKINS (a) As of March 1, 2001, Richard W. Perkins, a director of the Company, beneficially owned 75,000 Harmony Shares, constituting approximately 1% of the class, representing Harmony Shares which Mr. Perkins has the right to acquire upon the exercise of stock options. (b) As of March 1, 2001, Mr. Perkins 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 Harmony Shares. (c) Not applicable. (d) Not applicable. (e) Not applicable. MICHAEL R. WIGLEY (a) As of March 1, 2001, Michael R. Wigley, a director of the Company, did not beneficially own any Harmony Shares. (b) As of March 1, 2001, 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 Harmony Shares. (c) Not applicable. (d) Not applicable. (e) Not applicable. WILLIAM H. SPELL (a) As of March 1, 2001, William H. Spell, a director of the Company, did not beneficially own any Harmony Shares. (b) As of March 1, 2001, 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 Harmony Shares. (c) Not applicable. (d) Not applicable. Page 6 of 9 Pages 7 (e) Not applicable. RICHARD A. WIETHORN (a) As of March 1, 2001, Richard A. Wiethorn, the Chief Financial Officer of the Company, did not beneficially own any Harmony Shares. (b) As of March 1, 2001, Mr. Wiethorn 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 Harmony Shares. (c) Not applicable. (d) Not applicable. (e) Not applicable. Page 7 of 9 Pages 8 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: March 1, 2001 iNTELEFILM CORPORATION By: /s/ Richard A. Wiethorn --------------------------------------- Richard A. Wiethorn Chief Financial Officer Page 8 of 9 Pages 9 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 / Address of Name Principal Occupation Principal Occupation - -------------------------------------------------------------------------------------------------------------------- Christopher T. Dahl President, Chief Executive Officer 5501 Excelsior Boulevard and Chairman of the Board of Minneapolis, MN 55416 iNTELEFILM and Harmony - -------------------------------------------------------------------------------------------------------------------- William E. Cameron Head of International Business 5501 Excelsior Boulevard Development for Universal Health Minneapolis, MN 55416 Communications (medical-health- wellness video library) - -------------------------------------------------------------------------------------------------------------------- Richard W. Perkins President and Chief Executive 730 East Lake Street Officer of Perkins Capital Wayzata, MN 55391 Management (registered investment advisor) - -------------------------------------------------------------------------------------------------------------------- Michael R. Wigley President and Chief Executive One Carlson Parkway Officer of Great Plains Companies, Suite 120 Inc. (building material and supply Plymouth, MN 55447-4453 company) - -------------------------------------------------------------------------------------------------------------------- William H. Spell Chief Executive Officer of PW 222 South Ninth Street Eagle, Inc. (extruder of PVC pipe, Suite 2880 polyethylene pipe and tubing Minneapolis, MN 55402 products) - -------------------------------------------------------------------------------------------------------------------- Richard A. Wiethorn Chief Financial Officer of 5501 Excelsior Boulevard iNTELEFILM and Harmony Minneapolis, MN 55416 - --------------------------------------------------------------------------------------------------------------------
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