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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934*
(Amendment No. 2)
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)
September 30, 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 41322310
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Unimedia S.A. (Foreign entity - no number available)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, 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
France
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,016,000 Shares
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
0 (See text of Item 5)
9 SOLE DISPOSITIVE POWER
1,016,000 Shares
10 SHARED DISPOSITIVE POWER
0 (See text of Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,016,000 Shares (See text of Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Unimedia S.A. ("Unimedia") hereby amends its
statement on Schedule 13D (the "Schedule 13D") originally
filed on August 2, 1996, and amended on September 3, 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, 4, 5 and 7 of the Schedule 13D, as amended
to date, 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
has also made open market purchases of shares of Common Stock
since the Initial Purchase. All funds for the Initial Purchase
and for open market purchases discussed below came from
Unimedia's working capital.
Unimedia acquired the following shares of Common
Stock through open market purchases:
Date (1996) No. of Price per
Shares Share Amount
September 3 2,000 $1-15/16 $3,875
September 5 2,000 $1-7/8 $3,750
September 6 2,000 $1-7/8 $3,750
September 9 6,000 $1-7/8 $11,250
September 9 1,000 $1-7/8 $1,875
September 9 3,000 $1-15/16 $5,812
------ -------
Total 16,000 $30,312
<PAGE>
Prior to such open market purchases, the Board of
Directors of the Company approved purchases of additional
Common Stock by Unimedia in the open market for purposes of
Section 203 of the General Corporation Law of the State of
Delaware. Accordingly, the transactions pursuant to which
Unimedia has become an "interested stockholder" under
Section 203 were approved by the Board of Directors of the
Company prior to the time of such transactions.
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 entered into an agreement (the "Acquisition
Agreement") establishing the terms for the acquisition of
Unimedia by the Company (the "Unimedia Acquisition") and
obligating the parties, inter alia, to negotiate and execute
in good faith before September 30, 1996 an agreement with
definitive details. 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 September 30, 1996, the Company issued the
press release set forth in Exhibit 3 hereto, and also filed
its Form 10K for the year ended June 30, 1996, in which the
Company unilaterally announced that the Unimedia Acquisition
would not be consummated. Unimedia believes that it was in
compliance with its obligations under the Acquisition
Agreement, that the Company and Harvey Bibicoff are in
breach of their obligations and that the Company and Harvey
Bibicoff remain obligated with respect to consummation of
the Unimedia Acquisition. In light of the Company's
statements, Unimedia is reviewing its available options.
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
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,
<PAGE>
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 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 acquire additional shares of Common Stock in
open market purchases, privately negotiated transactions or
otherwise, to dispose of any or all of the shares of Common
Stock it acquired pursuant to the Subscription Agreement and
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, or as may
result from Unimedia's pursuit of its legal rights and
remedies in connection with the foregoing, 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
<PAGE>
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 any action taken
in respect of the Company's September 30 announcement,
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.
Item 5. Interest in Securities of the Issuer
The only shares of the Company's Common Stock that
Unimedia beneficially owns are the 1,016,000 shares of
Common Stock acquired pursuant to the Subscription Agreement
and the open market purchases, which shares represent
approximately 15.2% of the outstanding Common Stock.
Unimedia possesses the sole power to vote or direct the vote
of and to dispose of or direct the disposition of all shares
of Common Stock beneficially owned by it.
Pursuant to the Acquisition Agreement, Harvey
Bibicoff has undertaken to refrain from selling a specified
percentage of his shares of the Company prior to completion
of the Unimedia Acquisition, and in any case by September
30, 1996. Although the Company has issued a press release
saying the Unimedia Acquisition will not be consummated,
Unimedia believes Mr. Bibicoff, the current Chief Executive
Officer of the Company, is obligated under the Acquisition
Agreement to take all steps in view of the completion of the
Unimedia Acquisition, to vote in favor of the Unimedia
Acquisition at any shareholders meeting of the Company
called to approve such transaction and to fulfill his other
obligations. Unimedia disclaims that it and Mr. Bibicoff
constitute a "group" within the meaning of Rule 13d-5(b)(1)
of the Securities Exchange Act of 1934, as
<PAGE>
amended, and Unimedia does not believe that such agreements
create a circumstance of shared voting or dispositive power.
Accordingly, as of this date (based on Mr. Bibicoff's
obligations or on Unimedia's rights under the Acquisition
Agreement), Unimedia also disclaims any beneficial ownership
in Common Stock held by Mr. Bibicoff.
Except as described above, neither Unimedia nor,
to Unimedia's knowledge, any person named on Schedule I
beneficially owns any shares of Common Stock or has effected
any transactions in Common Stock during the past 60 days.
Item 7. Material to be filed as Exhibits
1. The Agreement dated July 27, 1996 between the
Company, Unimedia and Harvey Bibicoff.*
2. The Subscription Agreement dated July 27, 1996
between the Company and Unimedia.*
3. Press release issued by the Company on
September 30, 1996.
* Previously filed.
<PAGE>
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.
October 7, 1996 Unimedia S.A.
By /s/ Gilles Assouline
------------------------------
Name: Gilles Assouline
Title: President du Directoire
<PAGE>
Exhibit 3
[Letterhead of Harmony Holdings, Inc.]
HARMONY HOLDINGS ANNOUNCES
TERMINATION OF PROPOSED ACQUISITION
OF UNIMEDIA S.A.
LOS ANGELES, C.A., SEPT. 30 -- Harmony Holdings, Inc.
(NASDAQ:HAHO) announced today that the transaction whereby
it had proposed to acquire all the outstanding ordinary
shares of Unimedia S.A., a French company, will not be
consummated.
Harvey Bibicoff, chief executive officer of Harmony,
stated that, "A preliminary agreement with Unimedia required
the negotiation in good faith and execution before September
30, 1996 of a definitive agreement". He further stated that
notwithstanding the fact that an initial draft of such an
agreement had been delivered by Harmony to Unimedia the last
week in July, and despite the efforts of Harmony and its
counsel to obtain a response thereto and comments thereon,
only partial comments were received on Tuesday, September
24, 1996. Accordingly, the transaction terminated by its own
terms and will not go forward," Bibicoff said.
Harmony Holdings, Inc., through its operating
subsidiaries, produces live action/animation/digital/
special effects television commercials, music videos,
long-form advertising and World Wide Web sites.
