SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 4)
The Todd-AO Corporation
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
888896-10-7*
(CUSIP Number)
John M. Sherwood
172 Golden Gate Avenue
San Francisco, CA 94102
(415) 928-3200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 31, 1996**
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
*Original 13D filed with CUSIP No. 559261-10-2
**See Introductory Note preceding Item 1.
<PAGE>
Page 2
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Marshall Naify
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x ]
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
1,138,369 Class A Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
1,138,369 Class A Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
1,138,369 Class A Shares
12. Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares [x]
13. Percent of Class Represented By Amount in Row (11)
17.23%
14. Type of Reporting Person
IN
<PAGE>
Page 3
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Robert A. Naify
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
1,065,914 Class A Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
1,065,914 Class A Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
1,065,914 Class A Shares
12. Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
16.14%
14. Type of Reporting Person
IN
<PAGE>
Page 4
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Christina E. Naify
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x ]
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
60,746 Class A Shares
8. Shared Voting Power
1,500 Class A Shares
9. Sole Dispositive Power
60,746 Class A Shares
10. Shared Dispositive Power
1,500 Class A Shares
11. Aggregate Amount Beneficially Owned By Each Reporting Person
62,246 Class A Shares
12. Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
.95%
14. Type of Reporting Person
IN
<PAGE>
Page 5
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Michael S. Naify
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x ]
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
72,834 Class A Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
72,834 Class A Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
72,834 Class A Shares
12. Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
1.11%
14. Type of Reporting Person
IN
<PAGE>
Page 6
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Acela Cortese
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x ]
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
19,023 Class A Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
19,023 Class A Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
19,023 Class A Shares
12. Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
0.29%
14. Type of Reporting Person
IN
<PAGE>
Page 7
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Christina Dierker
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x ]
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
7,937 Class A Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
7,937 Class A Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
7,937 Class A Shares
12. Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
0.12%
14. Type of Reporting Person
IN
<PAGE>
Page 8
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Christie M. Naify
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x ]
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
78,614 Class A Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
78,614 Class A Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
78,614 Class A Shares
12. Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
1.20%
14. Type of Reporting Person
IN
<PAGE>
Page 9
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Leslie C. Naify
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x ]
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
78,614 Class A Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
78,614 Class A Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
78,614 Class A Shares
12. Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
1.20%
14. Type of Reporting Person
IN
<PAGE>
Page 10
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Robert J. Naify
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x ]
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
78,614 Class A Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
78,614 Class A Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
78,614 Class A Shares
12. Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
1 .20%
14. Type of Reporting Person
IN
<PAGE>
Page 11
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John M. Sherwood, as Trustee
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x ]
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
304,763 Class A Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
304,763 Class A Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
304,763 Class A Shares
12. Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
4.65%
14. Type of Reporting Person
00
<PAGE>
Page 12
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Marshall Naify,
Robert A. Naify, co-Trustees
FBO Georgette Rosekrans
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x ]
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
N/A
8. Shared Voting Power
30,166 Class A Shares
9. Sole Dispositive Power
N/A
10. Shared Dispositive Power
30,166 Class A Shares
11. Aggregate Amount Beneficially Owned By Each Reporting Person
30,166 Class A Shares
12. Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
0.46%
14. Type of Reporting Person
00
<PAGE>
Page 13
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James C. Naify
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x ]
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
7,515 Class A Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
7,515 Class A Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
7,515 Class A Shares
12. Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
.11%
14. Type of Reporting Person
IN
<PAGE>
Page 14
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Josephine Naify
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x ]
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
49,717 Class A Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
49,717 Class A Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
49,717 Class A Shares
12. Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
0.76%
14. Type of Reporting Person
IN
<PAGE>
Page 15
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Richard R. Naify
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x ]
3. SEC Use Only
4. Source of Funds
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
58,646 Class A Shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
58,646 Class A Shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned By Each Reporting Person
58,646 Class A Shares
12. Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares [ ]
13. Percent of Class Represented By Amount in Row (11)
0.89%
14. Type of Reporting Person
IN
<PAGE>
Page 16
INTRODUCTORY NOTE
THIS AMENDMENT NO. 4 IS BEING FILED SOLELY TO UPDATE THE
OWNERSHIP BY THE NAIFY INTERESTS OF CLASS A STOCK OF THE TODD-AO
CORPORATION AS AT AUGUST 31, 1996. INFORMATION IN THIS AMENDMENT
IS BEING RESTATED IN FULL AS REQUIRED BY REGULATIONS OF THE
SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO ELECTRONIC
FILINGS. EXCEPT FOR A CHARITABLE DONATION OF 435 SHARES, THIS
AMENDMENT REPORTS NO TRANSACTIONS IN TODD-AO CLASS A STOCK.
ITEM 1. Security and Issuer.
This statement relates to the Class A Common Stock,
par value $0.01 per share, of The Todd-AO Corporation ("Todd-AO").
Todd-AO's principal executive offices are located at 172 Golden
Gate Avenue, San Francisco, CA 94102. Certain of the reporting
persons also own shares of Todd-AO Class B Common Stock as
described in Item 5(a).
ITEM 2. Identity and Background.
This statement is filed on behalf of the reporting persons named
below (the "Naify Interests"). Each signatory who is a natural
person is a citizen of the United States and none of the reporting
persons have, during the past five years, been convicted in a criminal
proceeding of any sort (excluding traffic violations or similar
misdemeanors) or been subject to a judgment, decree or final
order enjoining future violations or prohibiting or mandating
actions subject to, federal or state securities laws or finding
any violation with respect to such laws.
While the reporting persons may be deemed to "have acted together
for the purpose of acquiring ...equity securities of the issuer" and,
accordingly, may be deemed pursuant to Rule 13d-5(b)(1) to "have
acquired beneficial ownership for purposes of Sections 13(d) and
13(g) of the Act, as of the date of such acquisition, of all equity
securities of that issuer beneficially owned by any such persons,"
each of the reporting persons disclaims membership in any such
"group" except as specifically otherwise stated herein.
<TABLE>
<CAPTION>
Name Principal Occupation Address
<S> <C> <C>
Marshall Naify Investor, Co-Chairman of 172 Golden Gate Avenue
the Board of Directors San Francisco, CA 94102
of Todd-AO
<PAGE>
Page 17
Robert A. Naify Investor, Co-Chairman of 172 Golden Gate Avenue
the Board of Directors San Francisco, CA 94102
of Todd-AO, Director of
Tele-Communications, Inc.
Christina E. Naify Actress 172 Golden Gate Avenue
San Francisco, CA 94102
Michael S. Naify Investor, Director of 172 Golden Gate Avenue
Todd-AO San Francisco, CA 94102
Acela Cortese Investor 172 Golden Gate Avenue
San Francisco, CA 94102
Christina Dierker Investor 172 Golden Gate Avenue
San Francisco, CA 94102
Christie M. Naify Investor 172 Golden Gate Avenue
San Francisco, CA 94102
Leslie C. Naify Investor 172 Golden Gate Avenue
San Francisco, CA 94102
Robert J. Naify Investor 172 Golden Gate Avenue
San Francisco, CA 94102
John M. Sherwood Attorney at Law 172 Golden Gate Avenue
San Francisco, CA 94102
James C. Naify Senior Vice President 604 N. Linden Drive
Searchlight Films Beverly Hills, CA 90210
Josephine Naify Investor 604 N. Linden Drive
Beverly Hills, CA 90210
Richard R. Naify Investor 604 N. Linden Drive
Beverly Hills, CA 90210
</TABLE>
ITEM 3. Source and Amount of Funds or Other Consideration.
The source of the consideration used to acquire the Class A Stock owned
by the reporting persons was personal funds.
ITEM 4. Purpose of Transaction.
The principal purposes underlying the acquisition of the Class A
stock owned by the reporting persons were: (i) investment; and
(ii) maintenance of control of Todd-AO. The reporting persons intend to
<PAGE>
Page 18
review continuously their position in Todd-AO and may, depending
upon their evaluation of Todd-AO's business and prospects, future
developments, the market price and availability of Class A shares and
other factors, determine to increase, decrease or eliminate their respective
positions in Todd-AO Class A Stock.
The reporting persons are not presently considering
any plans or proposals which relate to or would result in: (a) an
extraordinary corporate transaction, such as a merger, reorganization,
or liquidation, involving Todd-AO or any of its subsidiaries; (b) a
sale or transfer of a material amount of assets of Todd-AO or any of
its subsidiaries; (c) any change in Todd-AO's present Board of Directors or
management; (d) any material change in the present capitalization
or dividend policy of Todd-AO; (e) any material change in Todd-AO's
business, corporate structure, charter or by-laws; (f) any change
which would impede the acquisition of control of Todd-AO by any
person; (g) the cessation of NASDAQ trading for Todd-AO's Class A stock
or termination of registration pursuant to Section 12(g)(4)
of the Act; or (h) any action similar to those enumerated above.
ITEM 5. Interest in Securities of the Issuer.
(a) Beneficial Ownership of Reporting Persons as of 08/31/96:
<TABLE>
<CAPTION>
Number Percentage
Name Of Shares of Class
<S> <C> <C>
Marshall Naify (1)(4) 1,138,369 17.23%
Robert A. Naify(2)(4) 1,065,914 16.14%
Christina E. Naify 62,246 .95%
Michael S. Naify 72,834 1.11%
Acela Cortese 19,023 0.29%
Christina Dierker 7,937 0.12%
Christie M. Naify 78,614 1.20%
Leslie C. Naify 78,614 1.20%
Robert J. Naify 78,614 1.20%
John M. Sherwood, 304,763 4.65%
as Trustee (3)
<PAGE>
Page 19
Marshall Naify, 30,166 0.46%
Robert A. Naify, co-Trustees
FBO Georgette Rosekrans
James C. Naify (4) 7,515 0.11%
Josephine Naify (4) 49,717 0.76%
Richard R. Naify (4) 58,646 0.89%
Totals 3,052,972 45.87%
</TABLE>
Notes:
(1) Includes: (a) 98,067 shares held as Trustee for Michael S. Naify as to
which Marshall Naify disclaims any beneficial or pecuniary interest;
(b) 30,166 shares held by a trust as to which Marshall Naify is both a
co-trustee and the beneficiary; (c) employee stock options for 50,050 shares
exercisable within 60 days; and (d) 435 shares donated to charity
subsequent to August 31, 1996.
(2) Includes employee stock options for 50,050 shares exercisable within
60 days.
(3) Mr. Sherwood's ownership as Trustee consists of the following:
<TABLE>
<CAPTION>
Number of
Name of Beneficiary Class A Shares
<S> <C>
Andrade, Drew (1986 Trust) 6,507
Andrade, Drew (1988 Trust) 11,085
Andrade, Sean (1988 Trust) 11,085
Naify, Leslie (1981 Trust) 21,439
Dierker, Adam (1988 Trust) 11,085
Dierker, Christian (1992 Trust) 5,500
Dierker, Hannah (1989 Trust) 11,085
Naify, Christie M. (1981 Trust) 21,439
Naify, Christina E. (1981 Trust) 40,062
Naify, Jason (1988 Trust) 11,085
Naify, Marsha J. (1990 Trust) 25,968
<PAGE>
Page 20
Naify, Michael S. (1981 Trust) 40,062
Naify, Hannah (1995 Trust) 1,780
Naify, Michael C. (1993 Trust) 1,780
Naify, Robert J. (1981 Trust) 21,439
Naify, Tina (1985 Trust) 7,937
Naify, Tina (1988 Trust) 11,085
Naify, Todd Anthony (1990 Trust) 11,085
Stadnik, Matthew (1988 Trust) 11,085
Vasquez-Vegas, Francesca 11,085
(1991 Trust)
Vasquez-Vegas, Patrick 11,085
(1989 Trust)
</TABLE>
(4) Excludes Class B Shares owned as follows:
<TABLE>
<CAPTION>
Number of
Name Class B Shares
<S> <C>
Marshall Naify 678,838
Robert A. Naify 906,290
James C. Naify 2,675
Josephine Naify 44,492
Richard R. Naify 71,341
</TABLE>
(b) Voting and Dispositive Power
<TABLE>
<CAPTION>
Power to Vote Power to Dispose
Name Sole Shared Sole Shared
<S> <C> <C> <C> <C>
Marshall Naify 1,138,369 1,138,369
Robert A. Naify 1,065,914 1,065,914
<PAGE>
Page 21
Christina E. Naify 60,746 1,500 60,746 1,500
Michael S. Naify 72,834 72,834
Acela Cortese 19,023 19,023
Christina Dierker 7,937 7,937
Christie M. Naify 78,614 78,614
Leslie C. Naify 78,614 78,614
Robert J. Naify 78,614 78,614
John M. Sherwood, 304,763 304,763
as Trustee
Marshall Naify, 30,166 30,166
Robert A. Naify,
co-Trustees FBO Georgette Rosekrans
James C. Naify 7,515 7,515
Josephine Naify 49,717 49,717
Richard R. Naify 58,646 58,646
</TABLE>
(c) Transactions in Class A Stock.
During the past 60 days, none of the persons named in paragraph (a)
has effected any transactions in Todd-AO's Class A Stock, except that
Marshall Naify donated 435 shares to charity subsequent to August 31,
1996.
(d) Rights of Other Persons.
Except as set forth in paragraph (a), no other person is known to have
the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Class A stock described herein.
ITEM 6. Contracts, Arrangements or Understandings with Respect to
Securities of the Issuer.
There are no contracts, arrangements, understandings, or relationships
(legal or otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of Todd-AO, including
but not limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
<PAGE>
Page 22
ITEM 7. Materials to be Filed as Exhibits.
(a) A joint filing agreement as required by Rule 13d-1(f) for
those individuals who were not signatories to the original Schedule 13D
is set forth below.
(b) A Power of Attorney for those individuals who were not
signatories to the original Schedule 13D is set forth below.
Joint Filing Agreement and Power of Attorney
Pursuant to Securities Exchange Act Rule 13d-1(f), the undersigned
do hereby agree that the foregoing Amendment to Schedule 13D is filed on
behalf of each of us. Furthermore, we do hereby constitute and appoint
Robert A. Naify, Marshall Naify and John M. Sherwood, any of them, acting
alone, as our true and lawful attorneys and agents, each with power of
substitution, to do any and all acts and things in our name and behalf as
shareholders of The Todd-AO Corporation, which said attorneys and agents
may deem necessary or advisable to comply with the Securities Exchange Act
and any rules, regulations and requirements of the Securities and Exchange
Commission in connection with this Amendment, including specifically but
without limitation, power and authority to sign for one or any of us in our
names in our capacity as shareholders, any and all amendments hereto, and
we do hereby ratify and confirm all that said attorneys and agents, or their
substitute(s), or any of them, shall do or cause to be done by virtue hereof.
(Acela Cortese) Date: November 8, 1996
(Christina Dierker) Date: October 25, 1996
/s/ Christina E. Naify
(Christina E. Naify) Date: September 20, 1996
/s/ Michael S. Naify
(Michael S. Naify) Date:September 20, 1996
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct.
**/s/ Marshall Naify Date: November 12, 1996
(Marshall Naify)
*/s/ Robert A. Naify Date: November 12, 1996
(Robert A. Naify)
<PAGE>
Page 23
**/s/Christina E. Naify Date: November 12, 1996
(Christina E. Naify)
**/s/ Michael S. Naify Date: November 12, 1996
(Michael S. Naify)
**/s/Acela Cortese Date: November 12, 1996
(Acela Cortese)
**/s/Christina Dierker Date: November 12, 1996
(Christina Dierker)
**/s/Christie M. Naify Date: November 12, 1996
(Christie M. Naify)
**/s/Leslie C. Naify Date: November 12, 1996
(Leslie C. Naify)
**/s/Robert J. Naify Date: November 12, 1996
(Robert J. Naify)
/s/ John M. Sherwood Date: September 6, 1996
(John M. Sherwood)
as Trustee
**/s/ Marshall Naify Date: November 12, 1996
*/s/ Robert A. Naify
(Marshall Naify)
(Robert A. Naify)
as co-Trustees FBO Georgette Rosekrans
**/s/ James C. Naify Date: November 12, 1996
(James C. Naify)
**/s/Josephine Naify Date: November 12, 1996
(Josephine Naify)
**/s/Richard R. Naify Date: November 12, 1996
(Richard R. Naify)
*By/s/ R. A. Naify
(Robert A. Naify) Date: November 12, 1996
As Principal
**By/s/ R. A. Naify
(Robert A. Naify) Date: November 12, 1996
As Attorney in Fact
