SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest event reported) DECEMBER 10, 1999
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THE TODD-AO CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-1461 13-1679856
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
900 NORTH SEWARD STREET, HOLLYWOOD, CALIFORNIA 90038
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (323) 962-4000
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NOT APPLICABLE
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(Former name or former address, if changed from last report)
Exhibit index located on page 3
THE TODD-AO CORPORATION
FORM 8-K
DECEMBER 10, 1999
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TABLE OF CONTENTS
Item 5. OTHER EVENTS. Page 2
Item 7. FINANCIAL STATEMENTS AND EXHIBITS. Page 3
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Item 5. OTHER EVENTS
On December 10, 1999 an Agreement and Plan of Merger (the
"Agreement") was signed and entered into by and among AT&T
Corp. ("Parent"), B-Group Merger Corp., a Delaware corporation
and wholly owned subsidiary of Parent ("Merger Sub"), Liberty
Media Corporation ("Liberty"), and The Todd-AO Corporation, a
Delaware corporation (the "Company" or "Todd-AO").
The Agreement provides for the terms and conditions upon which
Liberty will acquire stock in the Company possessing not less
than 80% of the voting power of the Company (on a
fully-diluted basis) by means of a merger of Merger Sub with
and into the Company (the "Merger") in accordance with Section
368(a) of the Internal Revenue Code of 1986, as amended,
intended to qualify as a tax-free reorganization for U.S.
federal income tax purposes.
The Agreement also provides for a reclassification of the
existing Todd-AO common stock, followed immediately by the
Merger. In the reclassification, each share of existing
Todd-AO Class A and Class B common stock will be converted
into four-tenths of a share (0.4 shares) of Todd-AO New Class
A common stock (New Todd-A) and six-tenths of a share (0.6
shares) of Todd-AO New Class B common stock (New Todd-B). The
reclassification shall apply pro rata to all of the existing
common stock of Todd-AO, regardless of class.
In the second stage of the transaction, Todd-AO will be merged
with the Merger Sub, with Todd-AO as the surviving
corporation. In the Merger, shares of New Todd-A will remain
outstanding, as publicly traded common stock of Todd-AO, and
shares of New Todd-B will be exchanged for shares of Class A
Liberty Media Group common stock (NYSE: LMG.A) on the basis of
1 share of LMG.A for each 2.4 shares of New Todd-B outstanding
following the reclassification. At the conclusion of this
transaction, Liberty will own 100% of the New Todd-B,
representing 60% of the outstanding equity and more than 90%
of the outstanding voting power of Todd-AO. The Todd-AO
shareholders will own 100% of the New Todd-A, representing 40%
of the outstanding equity and 6% of the voting power of
Todd-AO.
As a result of the reclassification and the Merger, Todd-AO
shareholders will receive, for each share of existing Todd-AO
common stock, one-quarter of a share (0.25 shares) of LMG.A
and four-tenths of a share (0.4 shares) of New Todd-A. The
transaction will result in the issuance of approximately 3
million Liberty shares, including shares reserved for issuance
upon the exercise of employee stock options issued by Todd-AO.
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On December 10, 1999 Robert A. Naify and Marshall Naify, who
collectively control approximately 40% of the outstanding
shares and more than 70% of the total voting power of Todd-AO,
have entered into a Voting Agreement to vote their shares in
favor of the transaction.
On December 10, 1999 Salah M. Hassanein, Todd-AO's president
and chief executive officer, signed a Consulting Agreement
with Todd-AO and Liberty. Robert A. Naify and Marshall Naify
have agreed to sign non-competition agreements with Todd-AO
and Liberty at the closing.
The Merger is subject to the approval of Todd-AO's
shareholders as well as other customary closing conditions.
The Merger is expected to be completed in the first quarter of
2000.
This Form 8-K is qualified in its entirety by the Agreement
and the other items filed as exhibits hereto.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibits are filed with this Current Report
on Form 8-K:
EXHIBIT NO. EXHIBIT
1 Agreement and Plan of Merger as of December
10, 1999, by and among AT&T Corp., B-Group
Merger Corp., Liberty Media Corporation, and
The Todd-AO Corporation.
2 Voting Agreement as of December 10, 1999
among Liberty Media Corporation and the
stockholders each other person and entity
listed on the signature pages thereof.
3 Consulting Agreement as of December 10, 1999
between The Todd-AO Corporation, Liberty
Media Corporation, Salah M. Hassanein, and
SMH Entertainment, Inc.
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SIGNATURE
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 thereunto duly authorized
THE TODD-AO CORPORATION
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(Registrant)
/s/ SILAS R. CROSS
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Silas R. Cross
Vice President/Treasurer
DECEMBER 21, 1999
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Date
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