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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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. 9 )*
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. Richard A. Wiethorn
Christopher C. Cleveland, Esq. Chief Financial Officer
Brett D. Anderson, Esq. iNTELEFILM Corporation
Briggs and Morgan, P.A. 5501 Excelsior Boulevard
2400 IDS Center Minneapolis, MN 55416
80 South Eighth Street (952) 925-8893
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
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Transaction Valuation (1) Amount of Filing Fee (2)
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$157,917 $31.58
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(1) Estimated solely for 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 27, 2000, the business day immediately prior to the
commencement of the offer.
(2) Previously paid through an offsetting fee. Calculated as 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 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ X ]
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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 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 the
amendments thereto, collectively constituted the "Offer").
iNTELEFILM commenced the Offer on November 28, 2000. The Offer was
originally scheduled to terminate at 11:59 p.m., Minneapolis time, on Tuesday,
December 26, 2000. Following five extensions, the Offer terminated at 5:00 p.m.,
Minneapolis time, on Wednesday, February 28, 2001.
iNTELEFILM hereby amends its Tender Offer Statement on Schedule TO to
report that Harmony stockholders tendered or provided notice of guaranteed
delivery of 2,658,088 Harmony Shares, which together with the Harmony Shares
already owned by iNTELEFILM, represented approximately 90.6% of the outstanding
Harmony Shares. Upon the terms of the Offer, iNTELEFILM intends to complete the
exchange as promptly as practicable.
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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: March 1, 2001 iNTELEFILM Corporation
By /s/ Richard A. Wiethorn
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Richard A. Wiethorn
Chief Financial Officer