<PAGE> 1
EXHIBIT 99.1
LETTER OF TRANSMITTAL
EXCHANGE OF ONE SHARE OF COMMON STOCK OF INTELEFILM CORPORATION
FOR EVERY 13.75 OUTSTANDING SHARES OF HARMONY HOLDINGS, INC.
PLEASE READ CAREFULLY THE TERMS AND CONDITIONS OF THE OFFER AND THE GENERAL
INSTRUCTIONS CONTAINED IN THIS LETTER OF TRANSMITTAL BEFORE COMPLETING THIS
LETTER OF TRANSMITTAL.
Stockholders whose certificates for Harmony Shares are not immediately
available or who cannot deliver their certificates and all other documents
required hereby to the Exchange Agent on or prior to the Expiration Date (as
defined in the Prospectus), or who cannot comply with the book-entry transfer
procedures on a timely basis, may nevertheless tender their Harmony Shares
according to the guaranteed delivery procedures set forth under "The
Offer -- Guaranteed delivery" in the Prospectus. DELIVERY OF DOCUMENTS TO THE
BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT
FOR THIS OFFER.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., MINNEAPOLIS TIME, ON
DECEMBER 21, 2000, UNLESS THE OFFER IS EXTENDED
ALL STOCKHOLDERS MUST COMPLETE BOXES A, B, AND G.
PLEASE ALSO READ THE "TERMS AND CONDITIONS OF THE OFFER" AND "GENERAL
INSTRUCTIONS" BELOW.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------
FOR OFFICE USE ONLY DEBIT SHARES PARTIAL ALT. PAYEE ONE TIME DEL.
APPROVED INPUT AUDIT MAILED
-----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
BOX A -- SIGNATURE OF REGISTERED STOCKHOLDERS BOX B -- CERTIFICATE(S) ENCLOSED
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
(Must be Signed by All Registered Shareholders) Certificate Number(s) Number of Shares Represented
(Attach additional signed list, if necessary) by Each Certificate
----------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Signature(s) ----------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Signature(s) ----------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Telephone Number Total Shares Surrendered:
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[ ] Lost Certificates. I have lost my certificate(s) for shares and require
assistance in replacing the shares.
<TABLE>
<CAPTION>
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BOX C -- NEW REGISTRATION INSTRUCTIONS BOX D -- ONE TIME DELIVERY INSTRUCTIONS
-------------------------------------------------------------------------------------------------------------------------
<S> <C>
To be completed ONLY if the certificate is to be issued in
the name(s)
of someone other than the registered holder(s) in Box E. To be completed ONLY if the certificate is to be delivered
Issue to: to an address other than that in Box E. MAIL TO:
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Name Name
-------------------------------------------------------------------------------------------------------------------------
Street Address Street Address
-------------------------------------------------------------------------------------------------------------------------
City, State and Zip Code City, State and Zip Code
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
Please remember to complete and sign the Substitute Form W-9 in Box G on the
next page.
<TABLE>
<CAPTION>
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BOX E BOX F -- MEDALLION GUARANTEE
----------------------------------------------------------------------------------------------------------------------
<S> <C>
If you have completed Box C, your signature must be
Name and Address of Registered Holder(s) Medallion Guaranteed by an eligible financial
(Please make any address corrections below) institution.
----------------------------------------------------------------------------------------------------------------------
[ ] indicates permanent address change
NOTE: A NOTARIZATION BY A NOTARY PUBLIC IS NOT
ACCEPTABLE
--------------------------------------------------------
------------------------------------------------------------
</TABLE>
<PAGE> 2
BOX G
--------------------------------------------------------------------------------
IMPORTANT TAX INFORMATION -- SUBSTITUTE FORM W-9
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Please provide the Taxpayer Identification Number ("TIN") of TIN or Social Security Number
the person or entity receiving payment for the above
described shares. This box must
be signed by that person or entity, thereby making the
following certification:
---------------------------------------
CERTIFICATION -- Under penalties of perjury, the undersigned hereby certifies the following:
(1) The TIN shown above is the correct TIN of the person who is submitting this Letter of
Transmittal and who is required by law to provide such TIN, or such person is waiting for a TIN to
be issued, and (2) The person who is submitting this Letter of Transmittal and who is required by
law to provide such TIN is not subject to backup withholding because such person has not been
notified by the Internal Revenue Service ("IRS") that such person is subject to backup withholding,
or because the IRS has notified such person that he or she is no longer subject to backup
withholding, or because such person is an exempt payee.
Signature:
---------------------------------------------------------------------------------------------------- Date:
-----------------------------------------------------------------------------------------------------------
</TABLE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU DO NOT HAVE A TAXPAYER
IDENTIFICATION NUMBER.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a Taxpayer Identification Number to the Exchange Agent by the time of
payment, 31% of all reportable payments made to me thereafter will be withheld,
but that such amounts will be refunded to me if I provide a certified Taxpayer
Identification Number to the Exchange Agent within sixty (60) days.
<TABLE>
<S> <C> <C>
------------------------------------- ------------------------------------- -------------------------------------
Signature Name Date
</TABLE>
[ ] CHECK HERE IF HARMONY SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE
TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
----------------------------------------------------
DTC Account Number:
-----------------------------------------------------------
Transaction Code Number:
--------------------------------------------------------
[ ] CHECK HERE IF TENDERED HARMONY SHARES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s):
-------------------------------------------------
Window Ticket Number (if any):
--------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
----------------------------------
Name of Institution which Guaranteed Delivery:
--------------------------------------
2
<PAGE> 3
TERMS AND CONDITIONS OF THE OFFER
PLEASE READ THIS INFORMATION CAREFULLY.
The signer of this Letter of Transmittal (the "undersigned") hereby
delivers to iNTELEFILM Corporation, a Minnesota corporation ("iNTELEFILM"), the
above-described shares of common stock, par value $0.01 per share (the "Harmony
Shares"), of Harmony Holdings, Inc., a Delaware corporation ("Harmony"),
pursuant to iNTELEFILM's offer to exchange one share of common stock, par value
$0.02 per share, of iNTELEFILM ("iNTELEFILM Shares") for every 13.75 outstanding
Harmony Shares upon the terms and subject to the conditions set forth in the
Prospectus, dated , 2000 (the "Prospectus"), receipt of which is
hereby acknowledged, and this Letter of Transmittal (which, together with the
Prospectus and any amendments or supplements hereto or thereto, collectively
constitute the "Offer"). The undersigned understands that iNTELEFILM reserves
the right to transfer or assign, in whole at any time, or in part from time to
time, to one or more of its affiliates, the right to purchase all or any portion
of Harmony Shares tendered pursuant to the Offer, but any such transfer or
assignment will not relieve iNTELEFILM of its obligations under the Offer and
will in no way prejudice the rights of tendering stockholders to receive
iNTELEFILM Shares for Harmony Shares validly tendered and accepted for exchange
pursuant to the Offer. Receipt of the Offer is hereby acknowledged.
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), subject
to, and effective upon, acceptance of the Harmony Shares tendered herewith in
accordance with the terms of the Offer, the undersigned hereby sells, assigns
and transfers to, or upon the order of, iNTELEFILM, all right, title and
interest in and to all of the Harmony Shares that are being tendered hereby (and
any and all non-cash dividends, distributions, rights, other Harmony Shares or
other securities issued or issuable in respect thereof on or after December 22,
2000 (collectively, "Distributions")) and irrevocably constitutes and appoints
the Exchange Agent the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Harmony Shares (and all Distributions), with
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (i) deliver certificates for
such Harmony Shares (and any and all Distributions), or transfer ownership of
such Harmony Shares (and any and all Distributions) on the account books
maintained by the Book-Entry Transfer Facility, together, in any such case, with
all accompanying evidences of transfer and authenticity, to or upon the order of
iNTELEFILM, (ii) present such Harmony Shares (and any and all Distributions) for
transfer on the books of Harmony, and (iii) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Harmony Shares (and any and
all Distributions), all in accordance with the terms of the Offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints Jill J. Theis and Richard Wiethorn in their respective capacities as
employees of iNTELEFILM, and any individual who shall thereafter succeed to any
such office of iNTELEFILM, and each of them, as the attorneys-in-fact and
proxies of the undersigned, each with full power of substitution and
resubstitution, to vote at any annual or special meeting of Harmony's
stockholders or any adjournment or postponement thereof or otherwise in such
manner as each such attorney-in-fact and proxy or his or her substitute shall in
his or her sole discretion deem proper with respect to, to execute any written
consent concerning any matter as each such attorney-in-fact and proxy or his or
her substitute shall in his or her sole discretion deem proper with respect to,
and to otherwise act as each such attorney-in-fact and proxy or his or her
substitute shall in his or her sole discretion deem proper with respect to, all
of the Harmony Shares (and any and all Distributions) tendered hereby and
accepted for exchange by iNTELEFILM. This appointment will be effective if and
when, and only to the extent that, iNTELEFILM accepts such Harmony Shares for
exchange pursuant to the Offer. This power of attorney and proxy are irrevocable
and are granted in consideration of the acceptance for exchange of such Harmony
Shares in accordance with the terms of the Offer. Such acceptance for exchange
shall, without further action, revoke any prior powers of attorney and proxies
granted by the undersigned at any time with respect to such Harmony Shares (and
any and all Distributions), and no subsequent powers of attorney, proxies,
consents or revocations may be given by the undersigned with respect thereto
(and, if given, will not be deemed effective). iNTELEFILM reserves the right to
require that, in order for Harmony Shares (or other Distributions) to be
3
<PAGE> 4
deemed validly tendered, immediately upon iNTELEFILM's acceptance for exchange
of such Harmony Shares, iNTELEFILM must be able to exercise full voting, consent
and other rights with respect to such Harmony Shares (and any and all
Distributions), including voting at any meeting of Harmony's stockholders.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Harmony Shares
tendered hereby and all Distributions, that the undersigned owns the Harmony
Shares tendered hereby, and that when the same are accepted for exchange by
iNTELEFILM, iNTELEFILM will acquire good, marketable and unencumbered title
thereto and to all Distributions, free and clear of all liens, restrictions,
charges and encumbrances and the same will not be subject to any adverse claims.
The undersigned will, upon request, execute and deliver any additional documents
deemed by the Exchange Agent or iNTELEFILM to be necessary or desirable to
complete the sale, assignment and transfer of the Harmony Shares tendered hereby
and all Distributions. In addition, the undersigned shall remit and transfer
promptly to the Exchange Agent for the account of iNTELEFILM all Distributions
in respect of the Harmony Shares tendered hereby, accompanied by appropriate
documentation of transfer, and, pending such remittance and transfer or
appropriate assurance thereof, iNTELEFILM shall be entitled to all rights and
privileges as owner of each such Distribution and may choose not to exchange the
Harmony Shares tendered hereby or may reduce from the total consideration due,
the amount or value of such Distribution as determined by iNTELEFILM in its sole
discretion.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Except as stated in the Prospectus this tender is irrevocable.
The undersigned understands that the valid tender of Harmony Shares
pursuant to any one of the procedures described in "The Offer -- Procedure for
tendering" of the Prospectus and in the General Instructions hereto will
constitute a binding agreement between the undersigned and iNTELEFILM upon the
terms and subject to the conditions of the Offer (and if the Offer is extended
or amended, the terms or conditions of any such extension or amendment). The
undersigned recognizes that under certain circumstances set forth in the
Prospectus, iNTELEFILM may not be required to accept for exchange any of the
Harmony Shares tendered hereby.
Unless otherwise indicated in Box C above, please issue the iNTELEFILM
Shares and a check for cash (in lieu of fractional iNTELEFILM Shares), and
return any certificates for Harmony Shares not tendered or not accepted for
exchange in the name(s) of the registered holder(s) appearing above in Box E.
Similarly, unless otherwise indicated in Box D above, please mail the iNTELEFILM
Shares and a check for cash (including any cash in lieu of fractional iNTELEFILM
Shares) and return any certificates for Harmony Shares not tendered or not
accepted for exchange (and any accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing above in Box E above. In the
event that Box C and Box D are both completed, please issue the iNTELEFILM
Shares and a check for cash (including any cash in lieu of fractional iNTELEFILM
Shares), and issue certificates for Harmony Shares not so tendered or accepted,
in the name of, and deliver said certificates and return such certificates to,
the person or persons so indicated. Unless otherwise indicated herein in Box C
above, please credit any Harmony Shares tendered herewith by book-entry transfer
that are not accepted for exchange by crediting the account at the Book-Entry
Transfer Facility designated above. The undersigned recognizes that iNTELEFILM
has no obligation, pursuant to Box C above, to transfer any Harmony Shares from
the name of the registered holder thereof if iNTELEFILM does not accept for
exchange any of the Harmony Shares so tendered.
iNTELEFILM reserves the absolute right in its sole discretion to waive, at
any time or from time to time, any of the specified conditions of the Offer
(other than the conditions relating to the absence of an injunction and the
effectiveness of the registration statement for the iNTELEFILM Shares to be
issued in our offer), in whole or in part, in the case of any Harmony Shares
tendered.
4
<PAGE> 5
GENERAL INSTRUCTIONS
(FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER)
PLEASE READ THIS INFORMATION CAREFULLY.
This Letter of Transmittal is to be completed by stockholders of Harmony
either if Harmony Share certificates are to be forwarded herewith or, unless an
Agent's Message is utilized, if delivery of Harmony Shares is to be made by
book-entry transfer pursuant to the procedures set forth herein and in "The
Offer-Procedure for tendering" of the Prospectus. For a stockholder to validly
tender Harmony Shares pursuant to the Offer, either (a) a properly completed and
duly executed Letter of Transmittal (or a manually signed facsimile thereof),
together with any required signature guarantees or an Agent's Message (in
connection with book-entry transfer) and any other required documents, must be
received by the Exchange Agent at one of its addresses set forth herein prior to
the Expiration Date and either (i) certificates for tendered Harmony Shares must
be received by the Exchange Agent at one of such addresses prior to the
Expiration Date or (ii) Harmony Shares must be delivered pursuant to the
procedures for book-entry transfer set forth herein and in "The Offer-Procedure
for tendering" of the Prospectus and a Book-Entry Confirmation must be received
by the Exchange Agent prior to the Expiration Date or (b) stockholders whose
certificates for Harmony Shares are not immediately available or who cannot
deliver their certificates and all other required documents to the Exchange
Agent prior to the Expiration Date or who cannot comply with the book-entry
transfer procedures on a timely basis may tender their Harmony Shares by
properly completing and duly executing the Notice of Guaranteed Delivery
pursuant to the guaranteed delivery procedure set forth herein and in "The
Offer-Guaranteed delivery" of the Prospectus.
Pursuant to such guaranteed delivery procedures, (i) such tender must be
made by or through an eligible financial institution, (ii) a properly completed
and duly executed Notice of Guaranteed Delivery, substantially in the form
provided by iNTELEFILM, must be received by the Exchange Agent on or prior to
the Expiration Date and (iii) the certificates for all tendered Harmony Shares,
in proper form for transfer (or a Book-Entry Confirmation with respect to all
tendered Harmony Shares), together with a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof), with any
required signature guarantees, or, in the case of a book-entry transfer, an
Agent's Message, and any other required documents must be received by the
Exchange Agent within three Nasdaq Stock Market trading days after the date of
execution of such Notice of Guaranteed Delivery.
The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Exchange Agent and forming a part of
a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility
has received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Harmony Shares, that such participant has
received and agrees to be bound by the terms of the Letter of Transmittal and
that iNTELEFILM may enforce such agreement against the participant.
THE METHOD OF DELIVERY OF HARMONY SHARES, THIS LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. THE HARMONY
SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY
CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
5
<PAGE> 6
No alternative, conditional or contingent tenders will be accepted, and no
fractional Harmony Shares will be purchased. All tendering stockholders, by
executing this Letter of Transmittal (or a manually signed facsimile thereof),
waive any right to receive any notice of acceptance of their Harmony Shares for
exchange.
- Endorsement: DO NOT endorse or otherwise sign certificates when
completing this form.
- Signatures: All Stockholders must sign in Box A. Signatures on this
Letter of Transmittal cover the Harmony Shares tendered hereby.
- If this Letter of Transmittal is signed by the registered holder(s) of
the Harmony Shares tendered hereby, the signature(s) must correspond
with the name(s) as written on the face of the certificate(s) without
alteration, enlargement or any change whatsoever. If any of the tendered
Harmony Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
- If any of the Harmony Shares tendered hereby are held of record by two
or more joint owners, all such owners must sign this Letter of
Transmittal.
- If this Letter of Transmittal or any Harmony Share certificate or stock
power is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, such person should so indicate
when signing, and proper evidence satisfactory to iNTELEFILM of the
authority of such person so to act must be submitted.
- If this Letter of Transmittal is signed by the registered holder(s) of
the Harmony Shares listed and transmitted hereby, no endorsements of
Share certificates or separate stock powers are required unless payment
or certificates for Harmony Shares not tendered or not accepted for
exchange are to be issued in the name of a person other than the
registered holder(s). Signatures on any such Harmony Share certificates
or stock powers must be guaranteed by an eligible financial institution.
- If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Harmony Shares evidenced by certificates
listed and transmitted hereby, the Harmony Share certificates must be
endorsed or accompanied by appropriate stock powers, in either case
signed exactly as the name(s) of the registered holder(s) appear(s) on
the Harmony Share certificates. Signature(s) on any such Harmony Share
certificates or stock powers must be guaranteed by an eligible financial
institution.
- Certificate Detail: List all certificate numbers and shares submitted in
Box B. Any book-entry shares held by you will be automatically exchanged
upon receipt of this completed Letter of Transmittal.
- Lost Certificates: If your certificate(s) are lost, please check the
appropriate box below Box A, complete the Letter of Transmittal and
return the Letter of Transmittal to Wells Fargo Bank Minnesota, N.A..
There may be a fee and additional documents required to replace lost
certificates.
- New Registration: Provide new registration instructions in Box C if
different than listed in Box E. Please see the attached "Registration
Changes -- Most Frequently Requested Requirements" if a registration
change is requested.
- Address Change: An address in Box D will be treated as a one-time only
instruction. If your permanent address should be changed on Wells Fargo
Bank Minnesota, N.A. records, please make the necessary changes in Box E.
- Special Issuance and Delivery Instructions: If certificates for
iNTELEFILM Shares and a check for cash (in lieu of fractional iNTELEFILM
Shares), and certificates for Harmony Shares not accepted for exchange or
not tendered are to be issued in the name of and/or returned to, a person
other than the signer of this Letter of Transmittal or if a check is to
be sent, and/or such certificates are to be returned, to a person other
than the signer of this Letter of Transmittal, or to an address other
than that shown
6
<PAGE> 7
above, the appropriate boxes on this Letter of Transmittal should be
completed. Any stockholder(s) delivering Harmony Shares by book-entry
transfer may request that Harmony Shares not purchased be credited to
such account maintained at the Book-Entry Transfer Facility as such
stockholder(s) may designate in Box C. If no such instructions are given,
any such Harmony Shares not purchased will be returned by crediting the
account at the Book-Entry Transfer Facility designated above as the
account from which such Harmony Shares were delivered.
- Signature Guarantee: Box F (Medallion Guarantee) only needs to be
completed if the name on the new certificate and/or cash or check (in
lieu of fractional iNTELEFILM Shares) will differ from the current
registration as indicated in Box C. This guarantee is a form of signature
verification which can be obtained through an eligible financial
institution such as a commercial bank, trust company, securities
broker/dealer, credit union or savings institution participating in a
Medallion program approved by the Securities Transfer Association.
- Partial Tenders: (Not applicable to stockholders who tender by
book-entry transfer). If fewer than all the Harmony Shares evidenced by
any Harmony Share certificate delivered to the Exchange Agent herewith
are to be tendered hereby, fill in the number of Harmony Shares that are
to be tendered in Box B above. In any such case, new certificate(s) for
the remainder of the Harmony Shares that were evidenced by the old
certificates will be sent to the registered holder, unless otherwise
provided in the appropriate box on this Letter of Transmittal, as soon as
practicable after the Expiration Date or the termination of the Offer.
All Harmony Shares represented by certificates delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated.
- Stock Transfer Taxes: Except as otherwise provided herein, iNTELEFILM
will pay all stock transfer taxes with respect to the transfer and sale
of any Harmony Shares to it or its order pursuant to the Offer. If,
however, delivery of the consideration in respect of the Offer is to be
made, or (in the circumstances where permitted hereby) if certificates
for Harmony Shares not tendered or not accepted for exchange are to be
registered in the name of, any person other than the registered
holder(s), or if tendered certificates are registered in the name of any
person other than the person(s) signing this Letter of Transmittal, the
amount of any stock transfer taxes (whether imposed on the registered
holder(s) or such other person) payable on account of the transfer to
such other person will be deducted from the overall consideration paid
unless evidence satisfactory to iNTELEFILM of the payment of such taxes,
or exemption therefrom, is submitted. Except as provided herein, it will
not be necessary for transfer tax stamps to be affixed to the
certificates evidencing the Harmony Shares tendered hereby.
- Deficient Presentments: If you request a registration change that is not
in proper form, the required documentation will be requested from you.
Please refer to the attached "Registration Changes -- Most Frequently
Requested Requirements" for assistance with your registration change
request.
- Returning Certificates: Return this Letter of Transmittal with the
certificate(s) to be exchanged ONLY to Wells Fargo Bank Minnesota, N.A.
at the address below. The method of delivery is at your option and your
risk, but it is recommended that documents be delivered via a registered
method, insured for 2% of the value of your shares.
<TABLE>
<S> <C>
By Mail to By Overnight Courier or Hand-Delivery to:
Wells Fargo Bank Minnesota, N.A. Wells Fargo Bank Minnesota N.A.
Reorganization Department Reorganization Department
P.O. Box 64858 161 North Concord Exchange
St. Paul, MN 55164-0858 South St. Paul, MN 55075
</TABLE>
For additional information regarding this Letter of Transmittal or for
additional copies of this Letter of Transmittal please contact the Wells
Fargo Shareowner Relations Department at (877) 536-3552.
7
<PAGE> 8
- Information Agent: Questions and requests for assistance or additional
copies of the Prospectus, this Letter of Transmittal and other tender
offer materials may be directed to the Information Agent as set forth
below. Banks and Brokers Call Collect: (212) 440-9800. ALL OTHERS CALL
TOLL FREE: (800) 223-2064
Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, New York 10004
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
HEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A
BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST
BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE AND EITHER
CERTIFICATES FOR TENDERED HARMONY SHARES MUST BE RECEIVED BY THE EXCHANGE AGENT
OR HARMONY SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY
TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING
STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.
IMPORTANT TAX INFORMATION -- SUBSTITUTE FORM W-9 (BOX G)
Please provide your social security or other tax identification number on
the Substitute Form W-9 and certify that you are not subject to backup
withholding. Failure to provide the Exchange Agent with your social security or
other tax identification number within 60 days will subject you to a $50 penalty
imposed by the Internal Revenue Service and 31% Federal Income Tax withholding
from any cash payment made to you pursuant to the Offer. In addition, the
Exchange Agent may backup withhold during the 60 day period under certain
circumstances. Each stockholder is required to give the Exchange Agent the
social security number or employer identification number of the record owner of
the Harmony Shares or the last transferee appearing on the stock powers attached
to, or endorsed on, the Harmony Shares.
Certain stockholders (including, among others, corporations and certain
foreign individuals) are not subject to backup withholding. In order for a
foreign individual to qualify as an exempt recipient, that stockholder must
submit a Form W-8 or successor form, signed under penalties of perjury,
attesting to that individual's exempt status. A Form W-8 can be obtained from
the Exchange Agent. See the enclosed Guidelines for Certificate of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
Backup withholding is not an additional tax. Rather the tax liability of a
person subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
8
<PAGE> 9
REGISTRATION CHANGES --
MOST FREQUENTLY REQUESTED REQUIREMENTS
INDIVIDUAL TO JOINT TENANTS
- Complete Box C, "New Registration Instructions," providing shareholder
names as they should be printed on the new certificate and/or cash in
lieu check, form of tenancy, and the correct address.
- Provide the Taxpayer Identification Number (TIN) to be used in Box G,
"Important Tax Information -- Substitute W-9." This box must be signed by
the person whose TIN is being provided certifying that the TIN is correct
and that such person is not subject to backup withholding.
- The current holder must sign the Letter of Transmittal.
- The signature must be Medallion Guaranteed by an eligible financial
institution.
NAME CHANGES
- Complete Box C, "New Registration Instructions," providing the
shareholder name as it should be printed on the new certificate and/or
cash in lieu check and the correct address.
- Provide the Taxpayer Identification Number (TIN) to be used in Box G,
"Important Tax Information -- Substitute W-9." This box must be signed by
the person whose TIN is being provided certifying that the TIN is correct
and that such person is not subject to backup withholding.
- Sign the Letter of Transmittal as the name appears on the face of the
certificate, write "Now Known As" and then sign with the new name.
- The signature(s) must be Medallion Guaranteed by an eligible financial
institution.
DIVORCE
- Complete Box C, "New Registration Instructions," providing the
shareholder name as it should be printed on the new certificate and/or
cash in lieu check and the correct address.
- Provide the Taxpayer Identification Number (TIN) to be used in Box G,
"Important Tax Information -- Substitute W-9." This box must be signed by
the person whose TIN is being provided certifying that the TIN is correct
and that such person is not subject to backup withholding.
- If the shares are held in Joint Tenancy, both signatures are required and
must be Medallion Guaranteed. If one of the signatures cannot be
obtained, a court certified copy of the Divorce Decree specifically
awarding the shares to the transferee is required.
- The signature(s) must be Medallion Guaranteed by an eligible financial
institution.
DEATH OF SHAREHOLDER
Certificates Registered in Individual Name
- Complete Box C, "New Registration Instructions," providing the
shareholder name and address in whose name the new certificate and/or
cash in lieu check should be issued.
- Provide the Taxpayer Identification Number (TIN) to be used in Box G,
"Important Tax Information -- Substitute W-9." This box must be signed by
the person whose TIN is being provided certifying that the TIN is correct
and that such person is not subject to backup withholding.
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- Provide a certified copy of the Letters Testamentary dated within 60 days
of the transfer, appointing the legal representative of the estate.
- The Letter of Transmittal must be signed by the legal representative of
the estate.
- The signature must be Medallion Guaranteed by an eligible financial
institution.
- Provide an inheritance tax waiver if required.
CERTIFICATES REGISTERED IN JOINT TENANCY (TRANSFER TO SURVIVING JOINT TENANT)
- Complete Box C, "New Registration Instructions," providing the name and
address of the surviving Joint Tenant as the new certificate and/or cash
in lieu check should be issued.
- Provide the Taxpayer Identification Number (TIN) of the surviving Joint
Tenant to be used in Box G, "Important Tax Information -- Substitute
W-9." This box must be signed by the person whose TIN is being provided
certifying that the TIN is correct and that such person is not subject to
backup withholding.
- Provide a certified copy of the death certificate.
- Provide an inheritance tax waiver if required.
- The Letter of Transmittal must be signed by the surviving Joint Tenant.
CERTIFICATES REGISTERED IN JOINT TENANCY (TRANSFER TO ANOTHER JOINT TENANT)
- Complete Box C, "New Registration Instructions," providing the
shareholder names and address as the new certificate and/or cash in lieu
check should be issued.
- Provide the Taxpayer Identification Number (TIN) to be used in Box G,
"Important Tax Information -- Substitute W-9." This box must be signed by
the person whose TIN is being provided certifying that the TIN is correct
and that such person is not subject to backup withholding.
- Provide a certified copy of the death certificate.
- Provide an inheritance tax waiver if required.
- The Letter of Transmittal must be signed by the surviving Joint Tenant.
- The signature(s) must be Medallion Guaranteed by an eligible financial
institution.
TENANCY IN COMMON OR COMMUNITY PROPERTY
- Complete Box C, "New Registration Instructions," providing the
shareholder name(s) and address as the new certificate and/or cash in
lieu check should be issued.
- Provide the Taxpayer Identification Number (TIN) to be used in Box G,
"Important Tax Information -- Substitute W-9." This box must be signed by
the person whose TIN is being provided certifying that the TIN is correct
and that such person is not subject to backup withholding.
- Provide a court certified copy of the Letters of Testamentary dated
within 60 days.
- Provide an inheritance tax waiver if required.
- The Letter of Transmittal must be signed by both the survivor and the
fiduciary.
- The signature(s) must be Medallion Guaranteed by an eligible financial
institution.
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CUSTODIAN ACCOUNT -- MINOR REACHES MAJORITY
- Complete Box C, "New Registration Instructions," providing the name and
address of the minor as the new certificate and/or cash in lieu check
should be issued.
- Provide the Taxpayer Identification Number (TIN) of the minor in Box G,
"Important Tax Information -- Substitute W-9." This box must be signed by
the minor certifying that the TIN is correct and that such person is not
subject to backup withholding.
- Provide a certified copy of the minor's birth certificate.
- The Letter of Transmittal must be signed by the minor.
- The Letter of Transmittal may also be signed by the Custodian with
his/her signature Medallion Guaranteed by an eligible financial
institution in place of the certified copy of the minor's birth
certificate.
TRUST ACCOUNTS
Transfer from the name of a Trust
- Complete Box C, "New Registration Instructions," providing the
registration and address as the new certificate and/or cash in lieu check
should be issued.
- Provide the Taxpayer Identification Number (TIN) to be used in Box G,
"Important Tax Information -- Substitute W-9." This box must be signed by
the person whose TIN is being provided certifying that the TIN is correct
and that such person is not subject to backup withholding.
- The Letter of Transmittal must be signed by all trustee(s). (If only one
trustee is signing, a Medallion Guaranteed copy of the trust agreement is
required as proof of authorization to sign individually.)
- The signature(s) must be Medallion Guaranteed by an eligible financial
institution.
DEATH OF A TRUSTEE
- Complete Box C, "New Registration Instructions," providing the
registration and address as the new certificate and/or cash in lieu check
should be issued.
- Provide the Taxpayer Identification Number (TIN) to be used in Box G,
"Important Tax Information -- Substitute W-9." This box must be signed by
the person whose TIN is being provided certifying that the TIN is correct
and that such person is not subject to backup withholding.
- Provide a copy of the death certificate of the deceased trustee.
- The Letter of Transmittal must be signed by the remaining trustee(s)
indicating their specific capacity in which they are signing, i.e.,
successor trustee, sole surviving trustee, etc. (Endorsement by
trustee(s) must be in correct capacity. If not, a Medallion certified
copy of the trust agreement must be provided or a certificate of
Fiduciary Authority must be completed by successor trustee(s) with
signatures Medallion Guaranteed.)
For additional transfer requirements, please contact us at the telephone
number listed on your Letter of Transmittal.
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