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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
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Harmony Holdings, Inc.
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(Name of Subject Company (Issuer))
iNTELEFILM Corporation (offeror)
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(Names of Filing Persons (identifying status as offeror,
issuer or other person))
Common Stock
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(Title of Class of Securities)
41322310
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(CUSIP Number of Class of Securities)
Avron L. Gordon, Esq. Jill J. Theis, Esq.
Christopher C. Cleveland, Esq. Secretary and General Counsel
Brett D. Anderson, Esq. iNTELEFILM Corporation
Briggs and Morgan, P.A. 5501 Excelsior Boulevard
2400 IDS Center Minneapolis, MN 55416
80 South Eighth Street (612) 925-8840
Minneapolis, MN 55402
(612) 334-8400
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(Name, Address and Telephone Numbers of Persons Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
Transaction Valuation(1) Amount of Filing Fee(2)
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$168,355 $33.67
(1) Estimated for solely purposes of calculating the amount of the filing
fee in accordance with Rules 0-11(d) and 0-11(a)(4) under the
Securities Exchange Act of 1934, as amended, based upon the product of
(a) the maximum number of Harmony shares to be received pursuant to the
offer and (b) the market value per Harmony share, as established by the
average of the high and low prices reported on the OTC Bulletin Board
as of November 16, 2000.
(2) One-fiftieth of one percent of the transaction valuation.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $168.00
Form or Registration No.: Form S-4 (Registration No. 333-38474)
Filing Party: iNTELEFILM Corporation
Date Filed: June 2, 2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13e-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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This Tender Offer Statement on Schedule TO relates to the offer by
iNTELEFILM Corporation, a Minnesota corporation ("iNTELEFILM"), to exchange
shares of its common stock, par value $0.02 per share (the "iNTELEFILM Shares"),
for shares of common stock, par value $0.01 per share (the "Harmony Shares"), of
Harmony Holdings, Inc., a Delaware corporation ("Harmony"), at an exchange ratio
of one iNTELEFILM Share for every 13.75 Harmony Shares (along with cash in lieu
of fractional iNTELEFILM Shares) upon the terms and subject to the conditions
set forth in the Prospectus incorporated herein by reference as Exhibit 12(a)(4)
(the "Prospectus"), and in the related Letter of Transmittal incorporated herein
by reference as Exhibit 12(a)(1) (which, together with the Prospectus, and any
amendments or supplements thereto, collectively constitute the "Offer"). Certain
information presented in the Prospectus is incorporated herein by reference as
set forth below.
ITEM 1. SUMMARY TERM SHEET.
See the section of the Prospectus captioned "Questions and Answers
About the Offer."
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) See the section of the Prospectus captioned "Summary -
Information about iNTELEFILM and Harmony."
(b) See the section of the Prospectus captioned "Summary --
The offer."
(c) See the section of the Prospectus captioned "Price
Range of Common Stock and Dividends - Harmony."
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) See the sections of the Prospectus captioned "Summary -
Information about iNTELEFILM and Harmony" and "Material
Contacts between iNTELEFILM and Harmony - Directors and
Officers."
(b) See the section of the Prospectus captioned "Summary --
Information about iNTELEFILM and Harmony."
(c) See the sections of the Prospectus captioned "Material
Contacts between iNTELEFILM and Harmony - Directors and
Officers" and "Material Contacts between iNTELEFILM and
Harmony - Business Experience."
ITEM 4. TERMS OF THE TRANSACTION.
(a) See the sections of the Prospectus captioned "The Offer
- Overview," "The Offer - Timing of the offer," "The
Offer - Extension, termination and amendment," "The
Offer - Withdrawal rights," "The Offer - Procedure for
tendering," "The Offer - Guaranteed delivery," "The
Offer - Exchange of Harmony shares; delivery of
iNTELEFILM shares," "Comparison of Security Holder
Rights," "The Offer - Accounting treatment," and
"Federal Income Tax Consequences."
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND
AGREEMENTS.
(a) See the section of the Prospectus captioned "Material
Contacts between iNTELEFILM and Harmony."
(b) See the section of the Prospectus captioned "Material
Contacts between iNTELEFILM and Harmony."
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) See the sections of the Prospectus captioned "Questions
and Answers," "The Offer - Reasons for the Offer" and
"The Merger; Appraisal Rights."
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(c) See the sections of the Prospectus captioned "Questions
and Answers" "The Offer - Effect of the offer on
Harmony registration under the Exchange Act," and "The
Merger; Appraisal Rights."
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) See the sections of the Prospectus captioned "Summary -
The Offer," "The Offer - Overview," and "Risk Factors."
(b) None.
(c) None.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) See the sections of the Prospectus captioned "The Offer
-- Background to the Offer" and "Material Contacts
between iNTELEFILM and Harmony - Security Ownership."
(b) None.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR
USED.
See the sections of the Prospectus captioned "Questions and Answers,"
"The Offer - Fees and expenses" and "Information Agent."
ITEM 10. FINANCIAL STATEMENTS.
(a) Incorporated herein by reference to (i) iNTELEFILM's
Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999 (SEC File No. 000-21534) as amended
and (ii) iNTELEFILM's Quarterly Report on Form 10-QSB
for the fiscal quarter ended September 30, 2000 (SEC
File No. 000-21534). See the section of the Prospectus
captioned "Summary -- Comparative Per Share Data."
(b) See the sections of the Prospectus captioned "Pro Forma
Condensed Combined Financial Statements" and "Summary
-- Comparative Per Share Data."
ITEM 11. ADDITIONAL INFORMATION.
(a)(1) None.
(a)(2) None.
(a)(3) None.
(a)(4) See the section of the Prospectus captioned "The Offer
- Effect of offer on Harmony registration under the
Exchange Act."
(a)(5) None.
(b) The information set forth in the Prospectus and the
Letter of Transmittal is incorporated herein by
reference.
ITEM 12. EXHIBITS.
(a)(1) Form of Letter of Transmittal (incorporated herein by
reference to iNTELEFILM's Registration Statement on
Form S-4/A, filed on November 17, 2000).
(a)(2) None
(a)(3) None
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(a)(4) Prospectus (incorporated herein by reference to
iNTELEFILM's Registration Statement on Form S-4/A,
filed on November 17, 2000).
(a)(5)(i) Form of Notice of Guaranteed Delivery (incorporated
herein by reference to iNTELEFILM's Registration
Statement on Form S-4/A, filed on November 17, 2000).
(a)(5)(ii) Form of Letter to Clients (incorporated herein by
reference to iNTELEFILM's Registration Statement on
Form S-4/A, filed on November 17, 2000).
(a)(5)(iii) Press Release issued by iNTELEFILM on March 23, 2000
(previously filed).
(b) None.
(d) None.
(g) None.
(h) Opinion of Briggs and Morgan, Professional Association
as to the material United States federal income tax
consequences of the exchange offer (incorporated herein
by reference to iNTELEFILM's Registration Statement on
Form S-4/A, filed on November 17, 2000).
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 17, 2000 iNTELEFILM Corporation
By /s/ Jill J. Theis
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Jill J. Theis
Secretary and General Counsel