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) May 8, 1998
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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 (213) 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 2
THE TODD-AO CORPORATION
FORM 8-K
MAY 8, 1998
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TABLE OF CONTENTS
Item 2. ACQUISITION OR DISPOSITION OF ASSETS. Page 2
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
a. Financial Statements of business acquired:
Item 7 (a) has been omitted due to the
impracticality of filing the required
audited financial statements at the
time of filing this report on Form 8-K.
Item 7 (a) will be filed on Form 8 within
60 days after the required filing date of
this report.
b. Pro forma condensed financial information
Item 7 (b) has been omitted due to the
impracticality of filing the required pro
forma information at the time of filing
this report on Form 8-K. Item 7 (b) will
be filed on Form 8 within 60 days after
required filing date of this report.
c. Exhibit Index Page 3
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 8, 1998, an offer to acquire all the issued and to be issued
ordinary shares of Tele-Cine Cell Group plc ("Tele-Cine") by Todd-AO
Europe Holding Company Ltd. ("Todd Europe"), a wholly owned subsidiary
of Todd-AO Corporation ("Todd"), at 80 pence per share was accepted by
shareholders of 11,620,582 shares representing 93.375% of the
outstanding ordinary shares. The offer was declared unconditional as
of May 8, 1998 and settlement of these shares is due 14 days from that
date at the prevailing exchange rate on May 8, 1998. The offer was
extended and additional shareholders have tendered acceptances to
date.
Under the Recommended Offer shareholders who accept the Offer may
elect to receive cash or Loan Notes for all or part of their holdings
of Tele-Cine ordinary shares. The unsecured Loan Notes issued by Todd
Europe are guaranteed as to principal only by Bank of America.
Interest is payable annually in arrears at a fixed rate of 4.5%. The
Notes are redeemable at par value, at the option of the holders on
each interest payment date and unless previously redeemed or
purchased, the outstanding Loan Notes will be redeemed by Todd Europe
at par on April 30, 2002.
The transaction is to be accounted for as a purchase and the
acquisition price is equal to the sum of: (1) approximately L9,553,000
in cash and L1,353,000 in Loan Notes as described above (paid and
issued on settlement dates) for the shares (2) approximately
L3,000,000 debt assumed at acquisition.
The funds to be paid on the settlement dates will be provided by
Todd's institutional lender under its current credit facilities. On
May 8, 1998, the exchange rate for the pound sterling was US $1.63.
Tele-Cine and Todd Europe are both corporations organized under the
laws of the United Kingdom and headquartered in London. Tele-Cine
specializes in video post production and special effects providing
services to the film and television industries.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
c. The following exhibits are filed with this Current Report on Form
8-K:
Exhibit No. Exhibit
1 Recommended Offer by Astaire & Partners Limited on
behalf of Todd-AO Europe Holding Company Limited (a
wholly owned subsidiary of The Todd-AO Corporation) for
the entire issued and to be issued ordinary share
capital of Tele-Cine Cell Group plc.
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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
May 18, 1998
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Date
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