TODD AO CORP
8-K/A, 1998-03-17
ALLIED TO MOTION PICTURE PRODUCTION
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                                     FORM 8-K/A
                                          
                         SECURITIES AND EXCHANGE COMMISSION
                                          
                               WASHINGTON, D.C. 20549
                                          
                                          
                                AMENDMENT TO REPORT
                     Filed pursuant to Section 13 or 15(d) of
                       THE SECURITIES EXCHANGE ACT OF 1934
                                          
                                          
                              THE TODD-AO CORPORATION
                (Exact name of registrant as specified in its charter)
                                          
                                   File No. 0-1461
                                          
                                   AMENDMENT NO. 1


        The undersigned registrant hereby amends the following items of its 
Form 8-K, dated February 24, 1998 as set forth in the pages attached hereto.

4(c).   Response to Regulation S-K, Item 304(a)(3) Exhibit Index

        Pursuant to the requirements of the Securities Exchange Act of 1934, 
the registrant has duly caused this amendment to be signed on its behalf by 
the undersigned thereunto duly authorized.

Date:  March 16, 1998


                                 THE TODD-AO CORPORATION
                                 -------------------------------------

                                       /s/ SILAS R. CROSS           
                                 -------------------------------------
                                           Silas R. Cross
                                     Principal Accounting Officer


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                              THE TODD-AO CORPORATION
                                         
                                     Item 4(c)



The following exhibit is filed with this Amendment to Report on Form 8-K/A

EXHIBIT NO.    EXHIBIT
- -----------    -------

  1            Response letter dated March 11, 1998 from Deloitte & Touche LLP
               addressed to the Securities and Exchange Commission in response 
               to disclosures made in the Current Report on Form 8-K dated 
               February 24, 1998 and filed on February 27, 1998.






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Deloitte & Touche LLP

March 11, 1998

Securities and Exchange Commission
MailStop 9-5
Washington, D.C. 20549

We have read Item 4 of Form 8-K of Todd-AO Corporation (The "Registrant") as 
filed with the Securities and Exchange Commission on February 27, 1998 (the 
"Form 8-K") and have the following comments:

     (a)  We agree with the statement made in paragraph 4(a)(i) and 4(a)(ii).
     (b)  We have not basis to agree or disagree with the statement in paragraph
          4(a)(iii).
     (c)  We agree with the statements made in the first paragraph of 4(a)(iv).
     (d)  We agree with the statements made in sentences 1 through 9 of the 
          second paragraph of 4(a)(iv) but would make the following 
          observations:
     
          (1)  With respect to sentence 9, we told the Company that we did not 
               agree with treating the capital allowances as a credit to income
               taxes and that the Company could discuss the matter with the 
               staff of the Securities and Exchange Commission if it chose to 
               do so.  However, we informed the Company that if the staff asked
               us for our opinion we would indicate that we could not support 
               the Company's position.

     (e)  We have no basis to agree or disagree with the statement made in 
          sentence 10 of paragraph 4(a)(iv) that ... "the Company negotiated 
          the purchase of the capital allowances independently and separately 
          from the 1995 purchase of CFT".
     (f)  We have no basis to agree or disagree with the statements made in 
          sentence 11 of paragraph 4(a)(iv).
     (g)  We agree with the statement made in sentence 12 of paragraph 4(a)(iv).
     (h)  We agree with the statements made in paragraph 3 of 4(a)(iv).
     (i)  We agree with the statements made in paragraph 4(a)(v).
     (j)  We agree with the statement made in sentence 1 of paragraph 4(b).
     (k)  We have no basis to agree or disagree with statements made in sentence
          2 of paragraph 4(b).

Yours very truly,


/s/ Deloitte & Touche LLP



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