SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.7)*
Harmony Holdings, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
41322310
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(CUSIP Number)
Jill J. Theis, Esq.
Children's Broadcasting Corporation
5501 Excelsior Boulevard
Minneapolis, Minnesota 55416
(612) 925-8840
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 15, 1999
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(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 [ ].
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*The remainder of this cover page shall be filed 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 6 Pages)
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CUSIP No. 41322310 13D Page 2 of 6 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
3,907,962
NUMBER OF ------- ----------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING ------- ----------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
3,907,962
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,907,962
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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)
52.1%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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, and November 23, 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 1 through 5 of the Schedule 13D are hereby amended and restated
to read as follows:
Item 1: Security and Issuer.
The title of the class of equity securities to which this statement
relates is Common Stock. The issuer of such securities is Harmony
Holdings, Inc. ("Harmony"), a Delaware corporation, with its principal
executive offices at 5501 Excelsior Boulevard, Minneapolis, Minnesota
55416.
Item 2: Identity and Background.
This statement is filed by Children's Broadcasting Corporation, a
Minnesota corporation, with its principal business and principal
executive offices 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) 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.
Item 3: Source and Amount of Funds or Other Consideration.
The Company purchased the 225,000 shares of Common Stock at $1.06 per
share including commissions 0-using its working capital.
Item 4: Purpose of Transaction.
The Company purchased the Shares to increase the Company's investment
in Harmony and to consolidate for financial reporting purposes. 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 funds in Harmony, if necessary, 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, indirectly or directly 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 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 April 15, 1999, the Company beneficially owned
3,907,962 shares of Common Stock of Harmony, constituting
approximately 52.1% of the outstanding Common Stock of
Harmony.
(Page 3 of 6 Pages)
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(B) As of the April 15, 1999, the Company had sole power to
vote or to direct the vote and the sole power to dispose
or direct the disposition of 3,907,962 shares of Common
Stock of Harmony.
(C) On April 15, 1999, the Company acquired 225,000 additional
shares of Harmony. Upon information and belief, the
Company understands that 200,000 of such shares were
formally owned by the clients of Pyramid Partners, L.P.
("Pyramid"), an entity of which Perkins Capital
Management, Inc. ("PCM") is the General Partner. Richard
W. Perkins, a director of the Company, is the President
and Chief Executive Officer of PCM.
(D) Not applicable.
(E) Not applicable.
CHRISTOPHER T. DAHL
(A) As of April 15, 1999, Christopher T. Dahl, the President,
Chief Executive Officer and Chairman of the Board of the
Company, beneficially owned 160,000 shares of Common Stock
of Harmony, constituting approximately 2.1% of the
outstanding Common Stock of Harmony.
(B) As of April 15, 1999, 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 160,000 shares of Common Stock
of Harmony.
(C) Not applicable.
(D) Not applicable.
(E) Not applicable.
JAMES G. GILBERTSON
(A) As of April 15, 1999, 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 April 15, 1999, 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.
RICHARD W. PERKINS
(A) As of April 15, 1999, Richard W. Perkins, director of the
Company, beneficially owned 50,000 shares of Common Stock
of Harmony, constituting less than 1% of the outstanding
Common Stock of Harmony.
(B) As of April 15, 1999, 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 50,000 shares of Common
Stock of Harmony.
(Page 4 of 6 Pages)
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(C) On April 15, 1999, Pyramid disposed of 200,000 shares of
Common Stock of Harmony. Mr. Perkins, as President of PCM,
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 such shares. Mr.
Perkins disclaims beneficial ownership of shares of Common
Stock of Harmony owned by Pyramid.
(D) Not applicable.
(E) Not applicable.
JILL J. THEIS
(A) As of April 15, 1999, Jill J. Theis, General Counsel and
Secetary of the Company, beneficially owned 1,666 shares
of Common Stock of Harmony, constituting less than 1% of
the outstanding Common Stock of Harmony.
(B) As of April 15, 1999, 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 1,666 shares of Common Stock of
Harmony.
(C) In March 1998, Harmony issued a ten-year incentive stock
option to Ms. Theis for the purchase of 5,000 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 and the
remaining one-third vests after a closing price in excess
of $2.75 per share. As of April 15, 1999, one-third of
such options had vested.
(D) Not applicable.
(E) Not applicable.
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: April 19, 1999
CHILDREN'S BROADCASTING CORPORATION
By: /s/ Christopher T. Dahl
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Christopher T. Dahl
Chairman of the Board, President and
Chief Executive Officer
Schedule I
Executive Officers and Directors of Children's Broadcasting Corporation
The name, business address, principal occupation or employment and
citizenship of each executive officer and director is set forth below.
(Page 5 of 6 Pages)
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Name Residence Address or Occupation or Citizenship or
Principal Business Employment or Place of
Address and, if different, Principal Organization
Address of Principal Office Business
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EXECUTIVE OFFICERS
Christopher T. Dahl 5501 Excelsior Boulvard President, CEO U.S.A.
Minneapolis, MN 55416 and Chairman of the Board
James G. Gilbertson 5501 Excelsior Boulvard COO and CFO U.S.A.
Minneapolis, MN 55416
Jill J. Theis 5501 Excelsior Boulvard General Counsel and U.S.A.
Minneapolis, MN 55416 Secretary
Barbara McMahon 5501 Excelsior Boulvard Vice President of Populuxe U.S.A.
Minneapolis, MN 55416
Michael Delgado 5501 Excelsior Boulvard Vice President of Marketing U.S.A.
Minneapolis, MN 55416
DIRECTORS:
Christopher T. Dahl 5501 Excelsior Boulvard President, CEO U.S.A.
Minneapolis, MN 55416 and Chairman of the Board
Richard W. Perkins 730 East Lake Street President and CEO of Perkins U.S.A.
Wayzata, MN 55391 Capital Management, Inc.
(a registered investment advisor)
Michael R. Wigley 3030 Centre Pointe Drive President and CEO of Great U.S.A.
Suite 900 Plains Companies, Inc. (a
St. Paul, MN 55164 building material and supply
company)
William E. Cameron 13900 Tahiti Way, #208 Head of International Business U.S.A.
Marina Del Rey, CA 90291 Development for Universal
Health Communications
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(Page 6 of 6 Pages)
