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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934*
(Amendment No. 1)
Harmony Holdings, Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
41322310
(CUSIP Number)
Gilles Assouline
Unimedia S.A.
Immeuble le Levant
2 rue du Nouveau Bercy
94220 Charenton
France
(33-1) 43-53-69-99
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 29, 1996
(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 [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class. See Rule 13d-7.)
* 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).
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<PAGE>
SCHEDULE 13D
CUSIP No. 41322310
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Unimedia S.A. (Foreign entity - no number available)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,000,000 Shares
BENEFICIALLY -------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0 (See text of Item 5)
REPORTING -------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,000,000 Shares
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10 SHARED DISPOSITIVE POWER
0 (See text of Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 Shares (See text of Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
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14 TYPE OF REPORTING PERSON
CO
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Unimedia S.A. ("Unimedia") hereby amends its statement on
Schedule 13D (the "Schedule 13D") originally filed on August 2, 1996
with respect to its beneficial ownership of shares of common stock,
par value $.01 per share ("Common Stock"), of Harmony Holdings, Inc.,
a Delaware corporation (the "Company").
Items 3 and 4 of the Schedule 13D are deleted in their
entirety and are hereby amended and restated to read as follows:
Item 3. Source and Amount of Funds or Other Consideration
On July 27, 1996, the Company and Unimedia executed a
subscription agreement (the "Subscription Agreement") whereby the
Company agreed to sell, and Unimedia agreed to buy, 1,000,000 shares
of Common Stock for $2,000,000. The purchase price was received by the
Company on August 16, 1996, and the certificates representing such
shares were issued to Unimedia on August 20, 1996 (the "Initial
Purchase"). Unimedia may engage in Open Market Purchases as described
and defined in Item 4. All funds for the Initial Purchase came from
Unimedia's working capital. Funds for Open Market Purchases will be
obtained from Unimedia's working capital and, depending on the number
of shares of Common Stock purchased, may be obtained from the proceeds
of future sales of Unimedia capital stock.
Item 4. Purpose of Transaction
The Common Stock acquired in the Initial Purchase was
acquired for purposes of investment. However, in connection with such
investment, the Company, Unimedia and Harvey Bibicoff (in his capacity
as a stockholder of the Company) entered into an agreement (the
"Acquisition Agreement") pursuant to which they have agreed, inter
alia, to negotiate and execute in good faith before September 30, 1996
an agreement providing for the acquisition of Unimedia by the Company
(the "Unimedia Acquisition"). Pursuant to the Unimedia Acquisition,
the shareholders of Unimedia would receive Common Stock and preferred
stock of the Company representing approximately 69% of the share
capital (including 69% of the voting rights and dividend rights) of
the Company on a fully diluted basis.
On April 18, 1996, Unimedia and Capital Media Group Ltd.
("CMG") made a proposal to the Company for the purchase of all the
Company's outstanding stock at a purchase price of $3.50 per share of
which one third would have been paid in cash and two thirds would have
been paid
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in the common stock of CMG. In further discussions, Unimedia and CMG
also made a proposal to loan the Company between $500,000 and
$1,000,000 on terms to be agreed upon. Such proposals were subject to
significant conditions, including negotiation of a definitive
agreement, satisfactory completion of due diligence reviews and
receipt of various board, stockholder and regulatory approvals.
Subject to such conditions, such proposals were accepted by the
Company. Negotiations with respect to such proposals terminated prior
to the commencement of negotiations with respect to the Subscription
Agreement and the Acquisition Agreement.
Unimedia currently expects to purchase additional shares of
Common Stock on the open market at prevailing market prices (the "Open
Market Purchases"). The number of shares purchased, the price paid and
the period during which shares will be purchased will depend on a
number of relevant factors, including progress with respect to the
Unimedia Acquisition, the Company's business operations, financial
results and condition and prospects, the market price of Common Stock,
conditions in the securities markets generally, general economic and
industry conditions, the availability of Common Stock for purchase at
prices considered by Unimedia to be attractive and the volume of
trading in Common Stock. The Common Stock is being purchased in the
context of the pending Unimedia Acquisition, and such purchases,
together with one or more of the other transactions referred to in
this Item 4, may confer upon Unimedia or its shareholders the ability
to control or influence the management and policies of the Company.
The Board of Directors of the Company has approved Unimedia's
purchases of additional Common Stock in the open market for purposes
of Section 203 of the General Corporation law of the State of
Delaware.
Unimedia intends continuously to review all aspects of its
investment in the Company, including the Company's business
operations, financial results and condition and prospects, the market
price of Common Stock, conditions in the securities markets generally,
general economic and industry conditions and progress with respect to
the Unimedia Acquisition. Unimedia reserves the right, based on its
continuing review of these and other relevant factors, to change its
intentions with respect to the acquisition of additional shares of
Common Stock in the open market, to acquire additional shares of
Common Stock in privately negotiated transactions or otherwise, to
dispose
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of any or all of the shares of Common Stock it will acquire pursuant
to the Subscription Agreement, the Open Market Purchases or that it
may otherwise acquire, or otherwise to change its intention with
respect to any or all of the matters referred to in this Item 4.
Except as set forth in this statement, neither Unimedia nor,
to Unimedia's knowledge, any of the persons listed on Schedule I, has
any other present plans or proposals which would result in or relate
to (a) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Company or any of its subsidiaries; (c)
a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries; (d) any change in the present board of
directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any
existing vacancies on the board; (e) any material change in the
present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate
structure; (g) changes in the Company's charter, by-laws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of the Company by any person; (h) causing a
class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or (j) any action similar to
any of those enumerated above. However, based on its continuing review
of the factors referred to above or in connection with the Unimedia
Acquisition or the Open Market Purchases, Unimedia, the persons listed
on Schedule I, Unimedia's shareholders or their respective
representatives may discuss one or more of the foregoing matters with
the Company, its directors or management or other shareholders of the
Company, or may formulate plans or proposals relating to one or more
of the foregoing matters. Unimedia reserves the right to take any and
all actions it may deem appropriate to maximize the value of its
investment in the Company or facilitate the Unimedia Acquisition.
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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.
September 3, 1996 Unimedia S.A.
By /s/Gilles Assouline
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Name: Gilles Assouline
Title: President du Directoire
