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EXHIBIT-99.3
FORM OF LETTER TO CLIENTS
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 OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, MINNEAPOLIS TIME,
ON , 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 "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 Shares, 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 share of
iNTELEFILM Common Stock.
2. The Offer is being made for all outstanding Harmony Shares.
3. The Offer and withdrawal rights will expire at 12:00 midnight,
Minneapolis time, on , , 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 Instruction 6 of 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
every 13.75 outstanding shares 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.
<TABLE>
<S> <C>
Number of Harmony Shares to be -------------------------------------------------------------------
Tendered:* Shares -------------------------------------------------------------------
SIGNATURE(S)
Dated:, 2000 -------------------------------------------------------------------
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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