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EXHIBIT-99.1
FORM OF LETTER OF TRANSMITTAL
OFFER TO EXCHANGE ONE SHARE OF COMMON STOCK
OF
iNTELEFILM CORPORATION
FOR
EVERY 13.75 OUTSTANDING SHARES OF COMMON STOCK
OF
HARMONY HOLDINGS, INC.
PURSUANT TO THE PROSPECTUS
DATED , 2000
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, MINNEAPOLIS TIME,
ON , , 2000, UNLESS THE OFFER IS EXTENDED.
The exchange agent for the offer is:
WELLS FARGO BANK MINNESOTA, N.A.
<TABLE>
<CAPTION>
BY OVERNIGHT, CERTIFIED OR
BY MAIL BY HAND EXPRESS MAIL DELIVERY
<S> <C> <C>
Wells Fargo Bank Minnesota, N.A. Wells Fargo Bank Minnesota, N.A. Wells Fargo Bank Minnesota, N.A.
Attention: Neal Freese Attention: Neal Freese Attention: Neal Freese
161 North Concord Exchange 161 North Concord Exchange 161 North Concord Exchange
South St. Paul, MN 55075 South St. Paul, MN 55075 South St. Paul, MN 55075
BY FACSIMILE TRANSMISSION
Wells Fargo Bank Minnesota, N.A.
Attention: Neal Freese
(800) 468-9716 (phone)
(651) 450-4033 (fax)
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE EXCHANGE AGENT. YOU MUST
SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE
SUBSTITUTE W-9 FORM PROVIDED BELOW.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
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This Letter of Transmittal is to be used by stockholders of Harmony
Holdings, Inc. ("Harmony") if certificates for Harmony Shares (as such term is
defined below) are to be forwarded herewith or, unless an Agent's Message (as
defined in Instruction 2 below) is utilized, if delivery of Harmony Shares is to
be made by book-entry transfer to an account maintained by the exchange agent at
The Depository Trust Company (the "Book-Entry Transfer Facility"), pursuant to
the procedures set forth under "The iNTELEFILM offer -- Procedure for tendering"
in the Prospectus. Stockholders who deliver Harmony Shares by book-entry
transfer are referred to herein as "Book-Entry Stockholders" and other
stockholders who deliver Harmony Shares are referred to herein as "Certificate
Stockholders."
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 set
forth 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 iNTELEFILM
offer -- Guaranteed delivery" in the Prospectus. See Instruction 2. DELIVERY OF
DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO
THE EXCHANGE AGENT FOR THIS OFFER (AS DEFINED HEREIN).
[ ] 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:
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DTC Account Number:
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Transaction Code Number:
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[ ] 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):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution which Guaranteed Delivery:
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DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARES TENDERED
APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACHED SIGNED LIST IF NECESSARY)
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TOTAL NUMBER OF
SHARES
REPRESENTED BY NUMBER
CERTIFICATE SHARE OF SHARES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
<S> <C> <C> <C>
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TOTAL SHARES
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(1) Need not be completed by Book-Entry Shareholders.
(2) Unless otherwise indicated, it will be assumed that all Shares represented by Share certificates delivered to the
exchange Agent are being tendered hereby. See Instruction 4.
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</TABLE>
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
Ladies and Gentlemen:
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 shares 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 the 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 ,
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 (a) 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, (b) present such Harmony Shares (and any and all Distributions) for
transfer on the books of Harmony, and (c) 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 A. Wiethorn in their respective capacities,
and any individual who shall thereafter succeed to any such office, 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
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<PAGE> 5
to require that, in order for Harmony Shares (or other Distributions) to be
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 iNTELEFILM
offer-Procedure for tendering" of the Prospectus and in the 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 under "Special Issuance Instructions," please
issue 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 in the name(s) of the registered
holder(s) appearing above under "Description of Shares Tendered." Similarly,
unless otherwise indicated under "Special Delivery Instructions," 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
under "Description of Shares Tendered." In the event that the boxes entitled
"Special Issuance Instructions" and "Special Delivery Instructions" 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 the box entitled "Special
Issuance Instructions," please credit any Harmony Shares tendered herewith by
book-entry transfer that are not accepted or exchange by crediting the account
at the Book-Entry Transfer Facility designated above. The undersigned recognizes
that iNTELEFILM has no obligation, pursuant to the "Special Issuance
Instructions," 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.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
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To be completed ONLY if the iNTELEFILM Shares are to be issued in name of
someone other than the undersigned, if certificates for the Harmony Shares not
tendered or not accepted for exchange are to be issued in the name of someone
other than the undersigned, or if Harmony Shares tendered hereby and delivered
by book-entry transfer that are not accepted for exchange are to be returned
by credit to an account maintained at a Book-Entry Transfer Facility other
than the account indicated above.
Issue check and the share certificate(s) to:
Name(s)
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(SEE PLEASE PRINT)
Address
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
Credit the Harmony Shares delivered by book-entry transfer and not purchased
to the Book-Entry Transfer Facility account:
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(ACCOUNT NUMBER)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
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To be completed ONLY if certificates for the Harmony Shares not tendered
or not accepted for exchange and the iNTELEFILM Shares are to be sent to
someone other than the undersigned or to the undersigned at an address other
than that shown under "Description of Shares Tendered."
Mail check and the share certificates to:
Name(s)
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(SEE PLEASE PRINT)
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Address
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(INCLUDE ZIP CODE)
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6
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IMPORTANT
STOCKHOLDERS SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
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(SIGNATURE(S) OF STOCKHOLDER(S))
Dated
--------------------------- , 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on the
share certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please provide the following information
and see Instruction 5.)
Name(s) ------------------------------------------------------------------------
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(SEE PLEASE PRINT)
Name of Firm
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Capacity (full title)
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Address-------------------------------------------------------------------------
(SEE INSTRUCTION 5)
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(INCLUDE ZIP CODE)
Daytime Area Code and Telephone Number
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Taxpayer Identification or Social Security Number
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(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
FOR USE BY ELIGIBLE INSTITUTIONS ONLY,
PLACE MEDALLION GUARANTEE IN SPACE BELOW
Authorized Signature
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Name(s) ------------------------------------------------------------------------
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Instruction 1, includes
any participant in any of the Book-Entry Transfer Facility's systems whose name
appears on a security position listing as the owner of the Harmony Shares) of
Harmony Shares tendered herewith, unless such registered holder(s) has completed
either the box entitled "Special Issuance Instructions" or the box entitled
"Special Delivery Instructions" on the Letter of Transmittal or (b) if such
Harmony Shares are tendered for the account of a financial institution
(including most commercial banks, savings and loan associations and brokerage
houses) that is a participant in the Security Transfer Agents Medallion Program
(an "Eligible Institution"). In all other cases, all signatures on this Letter
of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES; GUARANTEED DELIVERY
PROCEDURES. 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 iNTELEFILM 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 (x) certificates for
tendered Harmony Shares must be received by the exchange agent at one of such
addresses prior to the expiration date or (y) Harmony Shares must be delivered
pursuant to the procedures for book-entry transfer set forth herein and in "The
iNTELEFILM 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) the tendering stockholder must comply with the guaranteed delivery
procedures set forth herein and in "The iNTELEFILM offer-Guaranteed delivery" of
the Prospectus.
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 iNTELEFILM offer-Guaranteed delivery" of the Prospectus.
Pursuant to such guaranteed delivery procedures, (a) such tender must be
made by or through an Eligible Institution, (b) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
iNTELEFILM, must be received by the exchange agent prior to the expiration date
and (c) 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 National 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.
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The signatures on this Letter of Transmittal cover the Harmony Shares
tendered hereby.
THE METHOD OF DELIVERY OF THE 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.
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.
3. INADEQUATE SPACE. If the space provided herein under "Description of
Shares Tendered" is inadequate, the number of Harmony shares tendered and the
Share certificate numbers with respect to such Harmony Shares should be listed
on a separate signed schedule attached hereto.
4. PARTIAL TENDERS. (Not applicable to stockholders who tender by
book-entry transfer). If fewer than all the Harmony shares evidenced by any
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 the box
entitled "Number of Shares Tendered." 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.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. 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 Harmony Shares tendered hereby are held of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
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 this Letter of Transmittal or any 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 share certificates or stock powers must be guaranteed by
an Eligible 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 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 share certificates. Signature(s) on any
such share certificates or stock powers must
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<PAGE> 10
be guaranteed by an Eligible Institution.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, 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 in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the share certificates evidencing the
Harmony Shares tendered hereby.
7. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If certificates for
iNTELEFILM Shares and a check for cash (including any 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
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 the box
entitled "Special Issuance Instructions." 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.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance or additional copies of the Prospectus, this Letter of Transmittal,
the Notice of Guaranteed Delivery and the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 may be directed to the
information agent at the address and phone number set forth below, or from
brokers, dealers, commercial banks or trust companies.
9. WAIVER OF CONDITIONS. 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 the Offer), in whole or in part, in the case
of any Harmony Shares tendered.
10. SUBSTITUTE FORM W-9. Each tendering stockholder is required to provide
the exchange agent with a correct Taxpayer Identification Number ("TIN"),
generally the stockholder's social security or federal employer identification
number, on Substitute Form W-9 below. In addition, payments of cash in exchange
for Harmony Shares and, if applicable, in lieu of fractional iNTELEFILM Shares
that are made to such stockholder with respect to Harmony Shares accepted
pursuant to the Offer may be subject to backup withholding of 31%. The box in
Part 3 of the form may be checked if the tendering stockholder has not been
issued a TIN and has applied for a number or intends to apply for a number in
the near future. If the box in Part 3 is checked and the exchange agent is not
provided with a TIN within 60 days, the exchange agent must withhold 31% of all
payments of cash thereafter until a TIN is provided to the exchange agent. In
addition, the exchange agent may backup withhold during the 60 day period under
certain circumstances. The 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. If the Harmony Shares are in
more than one name or are not in the name of the actual owner, consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute
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Form W-9 for additional guidance on which number to report. See Instruction 8.
11. LOST, DESTROYED OR STOLEN SHARE CERTIFICATES. If any certificate(s)
representing Harmony Shares has been lost, destroyed or stolen, the stockholder
should promptly notify Harmony's transfer agent. The stockholder will then be
instructed as to the steps that must be taken in order to replace the share
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, destroyed or stolen share
certificates have been followed.
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
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. Consult the Guidelines for Certificate of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions. See
Instruction 8.
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.
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<PAGE> 12
TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS (SEE INSTRUCTION 10)
<TABLE>
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: WELLS FARGO BANK MINNESOTA, N.A.
-----------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1-- Please provide your TIN in the box at
FORM W-9 right and certify by signing and dating below. ---------------------------------
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE Social Security Number(s)
or
---------------------------------
Employer Identification
Number(s)
-------------------------------------------------------------------------------------------
PAYER'S REQUEST FOR TAXPAYER PART 2 -- Certification -- UNDER PENALTIES OF
IDENTIFICATION NUMBER ("TIN") PERJURY, I CERTIFY THAT: PART 3 --
(1) The number shown on this form is my correct TIN Awaiting TIN
(or I am waiting for a number to be issued for
me), and [ ]
(2) I am not subject to backup withholding because:
(a) I am exempt from backup withholding, or (b)
I have not been notified by the Internal
Revenue Service (IRS) that I am subject to
backup withholding as a result of a failure to
report all interest or dividends, or (c) the
IRS has notified me that I am no longer subject
to backup withholding.
-----------------------------------------------------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified
by the IRS that you are currently subject to backup withholding because of underreporting
interest or dividends on your tax return.
-----------------------------------------------------------------------------------------------------------------------------------
SIGNATURE --------------------------------------------------------------------- DATE ------------------------ , 2000
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF
CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
--------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a TIN has not been issued to me, and
either (1) I have mailed or delivered an application to receive a TIN 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 TIN 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 TIN to the exchange agent within sixty (60) days.
<TABLE>
<C> <C> <S>
------------------------------------------------------------ ------------------------------ , 2000
Signature Date
</TABLE>
--------------------------------------------------------------------------------
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<PAGE> 13
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:
The information agent for the Offer is:
Georgeson Shareholder Communications, Inc.
17 State Street, 10th Floor
New York, New York 10004
(800)-223-2064
13
