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. 6)*
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)
November 2, 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
|_|.
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*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 7 Pages)
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<TABLE>
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<S> <C>
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CUSIP No. 41322310 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Children's Broadcasting Corporation
41-1663712
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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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
Minnesota
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7 SOLE VOTING POWER
3,682,962
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH -------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 3,682,962
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,682,962
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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)
49.1%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE>
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 and July 17, 1998, 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 4 and 5 of the Schedule 13D are hereby amended and restated to
read as follows:
Item 4: Purpose of Transaction.
The Company performed the Share Purchases (as hereinafter defined) to
increase the Company's investment in Harmony. 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.
The Company has resolved to invest such funds in Harmony to allow it to
meet its working capital requirements through June 30, 1999. Such
investment may take the form of loans or the purchase of securities.
The Company also intends, directly and through Harmony, to further
expand its television commercial production business and holdings
through acquisitions and the hiring of creative talent. Such
acquisitions could potentially involve an extraordinary corporate
transaction, such as a merger between the Company and Harmony. As of
the date hereof, the Company does not have any understandings,
commitments, agreements or plans with respect to any such acquisitions.
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 November 23, 1998, the Company beneficially owned
3,682,962 shares of Common Stock of Harmony, constituting
approximately 49.1% of the outstanding Common Stock of
Harmony.
(b) As of November 23, 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 3,682,962 shares of Common Stock of
Harmony.
(Page 3 of 7 Pages)
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(c) On November 2, 1998, the Company purchased 225,000 shares of
Common Stock of Harmony at $2.75 per share from Pyramid
Partners, L.P. ("Pyramid"), an entity controlled by Richard W.
Perkins, a director of the Company, Perkins & Partners, Inc.,
Profit Sharing Plan & Trust, an entity controlled by Mr.
Perkins, and Christopher T. Dahl and the State Bank of New
Prague Joint Account. Christopher T. Dahl is the President,
Chief Executive Officer and a director of the Company. On
November 5, 1998, the Company purchased 269,231 shares of
Common Stock of Harmony at $1.30 per share from Harmony. These
transactions are collectively referred to herein as the "Share
Purchases."
(d) The Company used working capital for the Share Purchases.
(e) Not applicable.
CHRISTOPHER T. DAHL
(a) As of November 23, 1998, Christopher T. Dahl, the President,
Chief Executive Officer and Chairman of the Board of the
Company, beneficially owned 135,000 shares of Common Stock of
Harmony, constituting approximately 1.8% of the outstanding
Common Stock of Harmony.
(b) As of November 23, 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.
(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 November 23, 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.
(d) Not applicable.
(e) Not applicable.
(Page 4 of 7 Pages)
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JAMES G. GILBERTSON
(a) As of November 23, 1998, James G. Gilbertson, the Chief
Operating Officer of the Company, beneficially owned 25,000
shares of Common Stock of Harmony, constituting less than 1.0%
of the outstanding Common Stock of Harmony.
(b) As of November 23, 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 November 23, 1998, one- third of such option had
vested.
(d) Not applicable.
(e) Not applicable.
LANCE W. RILEY
(a) As of November 23, 1998, Lance W. Riley, the General Counsel
and Secretary of the Company, beneficially owned 25,000 shares
of Common Stock of Harmony, constituting less than 1.0% of the
outstanding Common Stock of Harmony.
(b) As of November 23, 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 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 November 23, 1998, one-third of such option had
vested.
(d) Not applicable.
(Page 5 of 7 Pages)
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(e) Not applicable.
RICHARD W. PERKINS
(a) As of November 23, 1998, Richard W. Perkins beneficially owned
225,000 shares of Common Stock of Harmony, constituting
approximately 3.0% of the outstanding Common Stock of Harmony.
(b) As of November 23, 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
225,000 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.
(d) Not applicable.
(e) Not applicable.
(Page 6 of 7 Pages)
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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: November 23, 1998
CHILDREN'S BROADCASTING CORPORATION
By: /s/ Christopher T. Dahl
Christopher T. Dahl
Chairman of the Board of Directors, President and
Chief Executive Officer
(Page 7 of 7 Pages)
