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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
MARCH 23, 2000
Date of report (Date of earliest event reported)
iNTELEFILM CORPORATION
(Exact Name of Registrant as Specified in Charter)
MINNESOTA 0-21534 41-1663712
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
5501 EXCELSIOR BOULEVARD, MINNEAPOLIS, MINNESOTA 55416
(Address of Principal Executive Offices, including Zip Code)
(612) 925-8840
(Registrant's Telephone Number, including Area Code)
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ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits
99.1 Press Release, dated March 23, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized on March 23, 2000.
iNTELEFILM Corporation
By:/s/ Jill J. Theis
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Jill J. Theis
General Counsel and Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release, dated March 23, 2000.
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EXHIBIT 99.1
Harmony Holdings, Inc.
Exchange Act
File # 0-19577
iNTELEFILM CORPORATION PROPOSES EXCHANGE TENDER OFFER TO
ACQUIRE REMAINING HARMONY HOLDINGS SHARES
MINNEAPOLIS, MARCH 23, 2000-- iNTELEFILM(SM) Corporation (Nasdaq
National Market: FILM) announced today that it proposes to commence an exchange
tender offer to the shareholders of Harmony Holdings, Inc. to acquire all of the
outstanding shares of Harmony. iNTELEFILM, which owns approximately 55% of
Harmony's outstanding common stock, intends to make an offer to Harmony's
stockholders to acquire all shares of Harmony not currently owned by it, in
exchange for shares of iNTELEFILM common stock.
iNTELEFILM proposes to offer one share of its common stock for every
13.75 shares of Harmony common stock. Further information about the exchange
tender offer will be set forth in iNTELEFILM's registration statement and other
offering materials to be filed with the Securities and Exchange Commission at a
later date.
Christopher T. Dahl, Chairman and Chief Executive Officer of
iNTELEFILM, stated, "Bringing Harmony fully into the iNTELEFILM family will
further increase operating efficiencies, avoid duplications of SEC expenses and
take advantage of synergies among various production companies. We believe our
proposed plan will enhance shareholder value for both iNTELEFILM and Harmony."
This press release does not constitute an offer to sell or a
solicitation of an offer to exchange the securities of iNTELEFILM for the
securities of Harmony. Any such offer or solicitation will be made only by
iNTELEFILM's prospectus and other exchange offer materials, which will be mailed
to Harmony's shareholders at a later date. Harmony's shareholders are urged to
read these documents when they become available, because they will contain
important information about the offer. The documents will also be available at
no charge from the SEC's web site, www.sec.gov, and from iNTELEFILM at 5501
Excelsior Boulevard; Minneapolis, MN 55416.
ABOUT iNTELEFILM
iNTELEFILM Corporation, based in Minneapolis, is a leading source of
services for the television commercial production industry, offering extensive
production capability and the exclusive services of
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established industry talent. iNTELEFILM intends to seek additional acquisitions
to further broaden its offering of services with the objective of enhancing
overall profit margins and leveraging its pool of talent and technical expertise
to capitalize on the convergence of short-form video content and technologies of
broadband Internet delivery systems. Individual companies managed under the
iNTELEFILM umbrella include Chelsea Pictures, New York, Los Angeles and Sydney,
Australia; Curious Pictures, New York and San Francisco; The End, Los Angeles,
New York, and London, and Populuxe Pictures, New York. iNTELEFILM trades on the
Nasdaq National Market under the symbol "FILM." Additional information on the
company can be found in the company's filings with the Securities and Exchange
Commission and on the company's Web site at http://www.intelefilm.com.
Forward looking statements
Certain statements made in this press release of a non-historical nature
constitute "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1985. Such forward- looking statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those anticipated. Such factors include, but are not
limited to, the risk that the proposed exchange tender offer for Harmony is not
commenced or completed, and the other risks and uncertainties described in the
Company's Form 10-KSB Report for year ended December 31, 1998, as filed with the
Securities and Exchange Commission.
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