<PAGE>
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
<PAGE>
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.
<PAGE>
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