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EXHIBIT 99.3
FORM OF LETTER TO CLIENTS
OFFER TO EXCHANGE
EVERY 13.75 OUTSTANDING SHARES OF COMMON STOCK
OF
HARMONY HOLDINGS, INC.
FOR
ONE SHARE OF COMMON STOCK OF
iNTELEFILM CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., MINNEAPOLIS TIME, ON
DECEMBER 21, 2000, UNLESS THE OFFER IS EXTENDED.
, 2000
To Our Clients:
Enclosed for your consideration are the Prospectus, dated ,
2000, and the related Letter of Transmittal (which, together with any amendments
or supplements thereto, collectively constitute the "Offer") in connection with
the offer by iNTELEFILM Corporation, a Minnesota corporation ("iNTELEFILM"), to
exchange one share of iNTELEFILM common stock, par value $0.02 per share (the
"iNTELEFILM Common Stock") for every 13.75 outstanding shares of common stock,
par value $0.01 per share (the "Common Stock") (the "Harmony Shares"), of
Harmony Holdings, Inc., a Delaware corporation ("Harmony"). We are the holder of
record of Harmony Shares held for your account. A tender of such Harmony Shares
can be made only by us as the holder of record and pursuant to your
instructions. The enclosed Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Harmony Shares held by us
for your account.
We request instructions as to whether you wish us to tender any or all of
the Harmony Holdings, held by us for your account, upon the terms and subject to
the conditions set forth in the Offer.
Your attention is invited to the following:
1. The consideration per 13.75 Harmony Shares is one iNTELEFILM Common
Share.
2. The Offer is being made for all outstanding Harmony Shares.
3. The Offer and withdrawal rights will expire at 11:59 p.m.,
Minneapolis time, on Thursday, December 21, 2000, unless the Offer is
extended.
4. The Offer is subject to various conditions set forth in the
Prospectus, which you should review in detail.
5. Any stock transfer taxes applicable to the sale of Harmony Shares
to iNTELEFILM pursuant to the Offer will be paid by iNTELEFILM, except as
otherwise provided in the General Instructions to the Letter of
Transmittal.
Except as disclosed in the Prospectus, iNTELEFILM is not aware of any
state in which the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. In any jurisdiction in
which the securities, blue sky or other laws require the Offer to be made
by a licensed broker or dealer, the Offer will be deemed to be made on
behalf of iNTELEFILM by one or more registered brokers or dealers licensed
under the laws of such jurisdiction.
If you wish to have us tender any or all of your Harmony Shares,
please so instruct us by completing, executing and returning to us the
instruction form set forth on the reverse side of this letter. An envelope
to return your instructions to us is enclosed. If you authorize the tender
of your Harmony Shares, all such Harmony Shares will be tendered unless
otherwise specified on the reverse side of this letter. Your instructions
should be forwarded to us in sufficient time to permit us to submit a
tender on your behalf prior to the expiration of the Offer.
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO EXCHANGE ONE SHARE OF COMMON STOCK
OF
iNTELEFILM CORPORATION
FOR
EVERY 13.75 OUTSTANDING SHARES OF COMMON STOCK
OF
HARMONY HOLDINGS, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus dated , 2000, and the related Letter of
Transmittal in connection with the Offer by iNTELEFILM Corporation, a Minnesota
corporation, to exchange one share of iNTELEFILM common stock, par value $0.02
per share for each outstanding share of common stock, par value $0.01 per share
of Harmony Holdings, Inc., a Delaware corporation (the "Harmony Shares").
This will instruct you to tender the number of Harmony Shares indicated
below (or if no number is indicated below, all Harmony Shares) held by you for
the account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer. Number of Harmony Shares to be Tendered:* shares
<TABLE>
<S> <C>
Number of Harmony Shares to be -------------------------------------------------------------------
Tendered:* Shares -------------------------------------------------------------------
SIGNATURE(S)
Dated: -------------------------------------------------------------------
PRINT NAME(S)
-------------------------------------------------------------------
-------------------------------------------------------------------
ADDRESS(ES)
-------------------------------------------------------------------
AREA CODE AND TELEPHONE NUMBER
--------------------------------------------------------
TAX ID OR SOCIAL SECURITY NUMBER
</TABLE>
* Unless otherwise indicated, it will be assumed that all Harmony Shares held by
us for your account are to be tendered.
PLEASE RETURN THIS FORM TO THE BROKERAGE
FIRM MAINTAINING YOUR ACCOUNT
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