SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 11)*
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.
iNTELEFILM 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)
October 27, 2000
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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 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).
(Continued on following pages)
Page 1 of 11 Pages
<PAGE>
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CUSIP No. 41322310 13D Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INTELEFILM 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*
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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
4,139,562
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,139,562
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,139,562
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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)
55.1%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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 and March 23, 2000, 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 2, 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
Page 3 of 11 Pages
<PAGE>
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 4. PURPOSE OF TRANSACTION.
On October 27, 2000, the Company filed Amendment No. 2 to its
Registration Statement on Form S-4 relating to the proposed offer to acquire all
of the Harmony common stock which it does not own, in exchange for shares of the
Company's common stock. The Company proposes to offer one share of its common
stock for every 13.75 shares of Harmony common stock. The ultimate purpose of
the offer is to acquire 100% of Harmony's common stock. The offer will be made
subject to the terms of the prospectus contained in the registration statement
after the registration statement has been declared effective.
The Company has added a minimum tender condition to its offer. The
Company's obligation to exchange its common stock for Harmony common stock is
now subject to the condition that stockholders of Harmony validly tender, and do
not withdraw, a sufficient number of shares of Harmony common stock which,
together with shares of Harmony common stock owned by the Company, constitute at
least 90% of the outstanding shares of Harmony common stock upon the expiration
of the offer. The Company intends to cause Harmony to be merged with the
Company, or a wholly owned subsidiary of the Company, after completion of the
offer, thereby eliminating Harmony's indebtedness to the Company. The merger
would result in each share of Harmony common stock not exchanged or accepted for
exchange in the offer being converted into the same number of shares of the
Company that would have been issued to a Harmony stockholder pursuant to the
offer.
If stockholders of Harmony do not tender a sufficient number of shares
of Harmony common stock to enable the Company to own at least 90% of the
outstanding shares of Harmony common stock upon completion of the offer, the
Company plans to continue its investment in Harmony as a majority-owned
subsidiary. As of September 30, 2000, Harmony was indebted to the Company to the
extent of approximately $5.9 million. The Company is not obligated to continue
funding Harmony's operating losses and does not intend to continue such funding
if the offer is unsuccessful.
Page 4 of 11 Pages
<PAGE>
Successful completion of the offer and the merger would make Harmony
common stock eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act.
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 October 27, 2000, the Company beneficially owned
4,139,562 shares of Harmony common stock, constituting
approximately 55.1% of the outstanding Harmony common stock.
(b) As of October 27, 2000, the Company had sole power to vote or
to direct the vote and the sole power to dispose or direct the
disposition of 4,139,562 shares of Harmony common stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
CHRISTOPHER T. DAHL
(a) As of October 27, 2000, Christopher T. Dahl, the President,
Chief Executive Officer and Chairman of the Board of the
Company, beneficially owned 175,000 shares of Common Stock of
Harmony, constituting approximately 2.3% of the outstanding
Common Stock of Harmony.
(b) As of October 27, 2000, 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 175,000 shares of Common Stock of Harmony.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Page 5 of 11 Pages
<PAGE>
WILLIAM E. CAMERON
(a) As of October 27, 2000, William E. Cameron, a director of the
Company, beneficially owned 75,000 shares of Common Stock of
Harmony, constituting approximately 1% of the outstanding
Common Stock of Harmony.
(b) As of October 27, 2000, Mr. Cameron had the sole power to vote
or direct the vote and the sole power to dispose or to direct
the disposition of 75,000 shares of Common Stock of Harmony.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
RICHARD W. PERKINS
(a) As of October 27, 2000, Richard W. Perkins, a director of the
Company, beneficially owned 75,000 shares of Common Stock of
Harmony, constituting approximately 1% of the outstanding
Common Stock of Harmony.
(b) As of October 27, 2000, 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 75,000 shares of Common Stock of
Harmony.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
MICHAEL R. WIGLEY
(a) As of October 27, 2000, Michael R. Wigley, a director of the
Company, beneficially owned 0 shares of Common Stock of
Harmony.
(b) As of October 27, 2000, 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 shares of Common Stock of
Harmony.
(c) Not applicable.
Page 6 of 11 Pages
<PAGE>
(d) Not applicable.
(e) Not applicable.
WILLIAM H. SPELL
(a) As of October 27, 2000, William H. Spell, a director of the
Company, beneficially owned 0 shares of Common Stock of
Harmony.
(b) As of October 27, 2000, 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 shares of Common Stock of
Harmony.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
JAMES G. GILBERTSON
(a) As of October 27, 2000, 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 October 27, 2000, 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.
PATRICK KNISLEY
(a) As of October 27, 2000, Patrick Knisley, a director of the
Company, beneficially owned 0 shares of Common Stock of
Harmony.
Page 7 of 11 Pages
<PAGE>
(b) As of October 27, 2000, Mr. Knisley 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 shares of Common
Stock of Harmony.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
JILL J. THEIS
(a) As of October 27, 2000, Jill J. Theis, General Counsel and
Secretary of the Company, beneficially owned 1,667 shares of
Common Stock of Harmony, constituting less than 1% of the
outstanding Common Stock of Harmony.
(b) As of October 27, 2000, 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 1,667 shares of Common Stock of
Harmony.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
STEVEN C. SMITH
(a) As of October 27, 2000, Steven C. Smith, the Chief Financial
Officer of the Company, beneficially owned 0 shares of Common
Stock of Harmony.
(b) As of October 27, 2000, Mr. Smith 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 shares of Common Stock of
Harmony.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Page 8 of 11 Pages
<PAGE>
MICHAEL N. DELGADO
(a) As of October 27, 2000, Michael N. Delgado, a director of the
Company, beneficially owned 0 shares of Common Stock of
Harmony.
(b) As of October 27, 2000, Mr. Delgado 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 shares of Common
Stock of Harmony.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Page 9 of 11 Pages
<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.
Dated: November 3, 2000 iNTELEFILM CORPORATION
By: /s/ Jill J. Theis
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Jill J. Theis
General Counsel and Secretary
Page 10 of 11 Pages
<PAGE>
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/
NAME PRINCIPAL OCCUPATION ADDRESS OF
PRINCIPAL OCCUPATION
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Christopher T. Dahl President, Chief Executive 5501 Excelsior
Officer and Chairman of the Board Boulevard
of iNTELEFILM and Harmony Minneapolis, MN 55416
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William E. Cameron Consultant 5501 Excelsior
Boulevard
Minneapolis, MN 55416
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Richard W. Perkins President and Chief Executive 730 East Lake Street
Officerof Perkins Capital Wayzata, MN 55391
Management
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Michael R. Wigley President and Chief Executive One Carlson Parkway
Officer of Great Plains Suite 120
Companies, Inc. Plymouth, MN
55447-4453
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William H. Spell Chief Executive Officer of 222 South Ninth Street
PW Eagle, Inc. Suite 2880
Minneapolis, MN 55402
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James G. Gilbertson Chief Operating Officer of 5501 Excelsior
iNTELEFILMand Harmony, Boulevard
President - Internet Minneapolis, MN 55416
Division of iNTELEFILM
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Patrick Knisley Executive Vice President and 5501 Excelsior
President - Production Boulevard
Division of iNTELEFILM Minneapolis, MN 55416
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Jill J. Theis General Counsel and Secretary 5501 Excelsior
of iNTELEFILM and Harmony Boulevard
Minneapolis, MN 55416
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Steven C. Smith Chief Financial Officer of 5501 Excelsior
iNTELEFILM and Harmony Boulevard
Minneapolis, MN 55416
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Michael N. Delgado Vice President - Marketing of 5501 Excelsior
iNTELEFILM Boulevard
Minneapolis, MN 55416
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Page 11 of 11 Pages
