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) June 8, 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 2
THE TODD-AO CORPORATION
FORM 8-K
JUNE 8, 1999
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TABLE OF CONTENTS
Item 5. OTHER EVENTS. Page 2
Item 7. FINANCIAL STATEMENTS AND EXHIBITS. Page 2
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Item 5. Other Events
On June 8, 1999 a Merger Agreement was signed and entered into
by and among The Todd-AO Corporation ("The Company"), Todd-AO
East, Inc., a New York corporation and an indirect wholly-owned
subsidiary of the Company (the "Transitory Subsidiary"), Sound
One Corporation, a New York corporation (the "Target"), and
Jeremy Koch, Elisha Birnbaum, and Gaetano Spera, individuals.
The respective Boards of Directors of the Company, the Transitory
Subsidiary, and the Target have each approved the acquisition of
the Target by the Company pursuant to a merger of the Transitory
Subsidiary into the Target in accordance with the Internal
Revenue Code of 1986 and the provisions of the Merger Agreement
with the result that all of the issued and outstanding shares of
common stock of the Target shall be extinguished in exchange for
a cash consideration of $11.50 per share. The merger is expected
to be completed within 30 days.
The transaction is to be accounted for as a purchase and the
acquisition price is equal to the sum of: (1) approximately
$11,961,000 in cash for the common stock (2) $800,000 in cash to
be paid for non-compete agreements (3) approximately $200,000 in
acquisition costs.
The funds to be paid for the common stock will be provided by the
Company's institutional lender and the other cash requirements by
the Company's operational cash flows.
Sound One Corporation is the leading post production sound
facility in New York servicing the entertainment industry
and Todd-AO provides sound and video post production services to
the entertainment industry in the U.S. and Europe.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
c. The following exhibits are filed with this Current Report on
Form 8-K:
Exhibit No. Exhibit
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1 Merger Agreement among The Todd-AO Corporation,
Todd-AO East, Inc., and Sound One Corporation as of
June 8, 1999.
2
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
June 21, 1999
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Date
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