<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 1
(Rule 13d-101)
Under the Securities Exchange Act of 1934
The Todd-AO Corporation
________________________________________________________________________________
(Name of Issuer)
Class A Common Stock, par value $.01 per share
________________________________________________________________________________
(Title of Class of Securities)
888896107
_______________________________________________________________
(CUSIP Number)
Charles Y. Tanabe, Esq.
Senior Vice President and General Counsel
Liberty Media Corporation
9197 South Peoria Street
Englewood, Colorado 80112
(720) 875-5400
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
DECEMBER 10, 1999
_______________________________________________________________
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 14 Pages)
- -----------------------------------------
*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 the
disclosures provided in a prior cover page.
<PAGE>
The information required in 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).
<PAGE>
===============================================================================
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP 888896107 PAGE 3 OF 14 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Liberty Media Corporation
84-1288730
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
See Item 6.
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 2,347,023 (Class A Common Stock) (See Item 6)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
See Item 6.
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
See Item 6.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,347,023 Shares of Class A Common Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
- ------------------------------------------------------------------------------
Approximately 28.8% of the Class A Common Stock. See Item 5.
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
Page 3 of 14 Pages
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Statement of
LIBERTY MEDIA CORPORATION
Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of
The Todd-AO Corporation
Item 1. Security and Issuer.
Liberty Media Corporation, a Delaware corporation ("Liberty" or the
"Reporting Person"), is filing this Statement on Schedule 13D (this "Statement")
with respect to the Class A Common Stock, par value $.01 per share (the "Class A
Common Stock") and the Class B Common Stock, par value $.01 per share (the
"Class B Common Stock" and, together with the Class A Common Stock, the "Common
Stock"), of The Todd-AO Corporation, a Delaware corporation (the "Issuer"). The
Issuer's principal executive offices are located at 900 N. Seward St.,
Hollywood, California 90038.
Item 2. Identity and Background.
The reporting person is Liberty, whose principal business and principal
office address is 9197 South Peoria Street, Englewood, Colorado 80112.
Prior to March 9, 1999, Liberty was controlled by Tele-Communications,
Inc., a Delaware corporation ("TCI"). TCI's principal business address is 9197
South Peoria Street, Englewood, Colorado 80112. TCI is principally engaged
through its subsidiaries and affiliates in the acquisition, development and
operation of cable television systems throughout the United States.
As a result of the consummation on March 9, 1999 of the merger (the "AT&T
Merger") of a wholly owned subsidiary of AT&T Corp., a New York corporation
("AT&T"), with and into TCI, (i) TCI became a wholly owned subsidiary of AT&T;
(ii) the businesses and assets of the Liberty Media Group and TCI Ventures Group
of TCI were combined; and (iii) the holders of TCI's Liberty Media Group common
stock and TCI Ventures Group common stock received in exchange for their shares
a new class of common stock of AT&T intended to reflect the results of AT&T's
"Liberty Media Group". Following the AT&T Merger, AT&T's "Liberty Media Group"
consists of the assets and businesses of TCI's Liberty Media Group and its TCI
Ventures Group prior to the AT&T
Page 4 of 14 Pages
<PAGE>
Merger, except for certain assets which were transferred to TCI's "TCI Group" in
connection with the AT&T Merger, and the "AT&T Common Stock Group" consists of
all of the other assets and businesses of AT&T. AT&T's principal business
address is 32 Avenue of the Americas, New York, New York 10013. AT&T is
principally engaged in the business of providing voice, data and video
communications services to large and small businesses, consumers and government
entities in the United States and internationally.
The Board of Directors and management of the Reporting Person manage the
business and affairs of the Reporting Person. Although the Reporting Person is
a wholly owned subsidiary of AT&T, a majority of the Reporting Person's Board of
Directors consists of individuals designated by TCI prior to the AT&T Merger.
If these individuals or their designated successors cease to constitute a
majority of the Reporting Person's Board of Directors, the Reporting Person will
transfer all of its assets and businesses to a new entity. Although this new
entity would be owned substantially by AT&T, it would continue to be managed
(including with respect to the voting and disposition of the Shares) by
management of the Reporting Person prior to such transfer of assets.
The Liberty Media Group, principally through the Reporting Person, is
engaged in (i) the production, acquisition and distribution through all
available formats and media of branded entertainment, educational and
informational programming and software, including multimedia products, (ii)
electronic retailing, direct marketing, advertising sales related to programming
services, infomercials and transaction processing, (iii) international cable
television distribution, telephony and programming, (iv) satellite
communications and (v) investments in wireless domestic telephony and other
technology ventures.
Schedule 1 attached to this Statement contains the following information
concerning each director, executive officer or controlling person of the
Reporting Person: (i) name and residence or business address, (ii) principal
occupation or employment; and (iii) the name, principal business and address of
any corporation or other organization in which such employment is conducted.
Schedule 1 is incorporated herein by reference.
To the knowledge of the Reporting Person, each of the persons named on
Schedule 1 (the "Schedule 1 Persons") is a United States citizen, except for
David J.A. Flowers, who is a Canadian citizen. During the last five years,
neither the Reporting Person nor any of the Schedule 1 Persons (to the knowledge
of the Reporting Person) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). During the last five years,
neither the Reporting Person nor any of the Schedule 1 Persons (to the knowledge
of the Reporting Person) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Schedule 2 attached to this Statement contains the following information
which has been provided to the Reporting Person by AT&T concerning each
director, executive officer or controlling person of AT&T: (i) name and
residence or business address, (ii) principal occupation or employment; and
(iii) the name, principal business and address of any corporation or other
Page 5 of 14 Pages
<PAGE>
organization in which such employment is conducted. Schedule 2 is incorporated
herein by reference.
Based upon information provided to the Reporting Person by AT&T (without
any independent investigation), (i) to the knowledge of AT&T, each of the
persons named on Schedule 2 (the "Schedule 2 Persons") is a United States
citizen, (ii) during the last five years, neither AT&T nor any of the Schedule 2
Persons (to the knowledge of AT&T) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and (iii) during the
last five years, neither AT&T nor any of the Schedule 2 Persons (to the
knowledge of AT&T) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
The foregoing summary of the terms of the AT&T Merger is qualified in its
entirety by reference to the text of the Agreement and Plan of Restructuring and
Merger, dated as of June 23, 1998, among AT&T, Italy Merger Corp. and TCI, a
copy of which has been incorporated by reference as Exhibit 7(a), and to the
text of the AT&T/TCI Proxy Statement/Prospectus, a copy of which has been
incorporated by reference as Exhibit 7(b).
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person entered into an Agreement and Plan of Merger, dated as
of December 10, 1999 (the "Merger Agreement"), with AT&T, the Issuer and B-Group
Merger Corp., a Delaware corporation and wholly owned subsidiary of AT&T
("Merger Sub"), providing for the merger (the "Merger") of Merger Sub with and
into the Issuer, with the Issuer as the surviving corporation, which will result
in (i) the acquisition of approximately 60% of the outstanding equity of Issuer
(and approximately 94% of the outstanding voting power) by AT&T through such
Merger and (ii) the subsequent contribution by AT&T, through a chain of
subsidiaries of such equity to the Reporting Person. The consideration for the
merger is approximately $124,648,057 (in the form of AT&T's Class A Liberty
Media Group Common Stock, par value $1.00 per share). In connection with the
Merger Agreement, the Reporting Person and certain stockholders of the Issuer
entered into a voting agreement (the "Voting Agreement") with certain
stockholders of the Issuer, giving the Reporting Person the power to vote in
favor of the Merger at the applicable special meeting of the Issuer's
stockholders. The Merger is subject to the expiration of applicable waiting
periods under pre-notification regulations, Issuer stockholder approval and
other customary closing conditions. The closing of the Merger is anticipated to
occur in the first quarter of 2000.
Reference to the Merger Agreement and the Voting Agreement set forth above
in this Item 3 is qualified in its entirety by reference to the copy of the
Merger Agreement and the Voting Agreement, which are included as exhibits to
this Statement and are incorporated herein by reference.
Page 6 of 14 Pages
<PAGE>
Item 4. Purpose of Transaction.
The purpose of the Merger Agreement and the Voting Agreement is for the
Reporting Person to obtain a controlling interest in the Issuer. The Merger
Agreement contains provisions requiring all of the directors of the Issuer
(except for Salah M. Hassanein and any other directors designated by Liberty
(the "Designated Directors") to resign immediately prior to the effective time
of the Merger; Salah M. Hassanein and any other Designated Directors shall take
all necessary action to fill the resulting vacancies on the Board of Directors
of the Issuer by electing to the Board of Directors the persons designated in
writing by Liberty, and such directors shall be the directors of the Issuer at
the effective time of the Merger. The Issuer's certificate of incorporation and
bylaws are also to be replaced and such replacements are attached as exhibits to
this Statement.
Liberty is also party to (i) an Agreement and Plan of Merger, dated as of
December 6, 1999 (the "Four Media Merger Agreement"), by and among AT&T, D-Group
Merger Corp. and Four Media Company ("Four Media"), pursuant to which Liberty
will acquire 100% of Four Media's common stock and (ii) an Agreement and Plan of
Merger, dated as of December 30, 1999 (the "SounDelux Merger Agreement"), by and
among AT&T, C-Group Merger Corp, a wholly owned subsidiary of AT&T, SounDelux
Entertainment Group, Inc. ("SounDelux California"), Soundelux Entertainment
Group of Delaware, Inc., a wholly owned subsidiary of SounDelux California
("Soundelux Delaware"), and certain shareholders of SounDelux California,
pursuant to which Liberty will obtain a controlling interest in surviving
corporation ("SounDelux") in the merger between C-Group Merger Corp. and
Soundelux Delaware (the "Soundelux Merger"). Following these acquisitions, and
subject to certain conditions, Liberty will cause the following additional
transactions to occur: (i) contribution of the Liberty controlling interest in
Todd to SounDelux, in exchange for additional shares of voting stock of
SounDelux; (ii) contribution by SounDelux to Todd of 100% of the business and
operations of SounDelux, in exchange for additional shares of voting stock of
Todd-AO and the assumption by Todd of 100% of the liabilities of SounDelux; and
(iii) contribution by the Liberty Group to SounDelux, and by SounDelux to Todd
of 100% of the stock of Four Media to be acquired by Liberty.
As a result of such transactions, the assets and operations now owned and
operated by Four Media, SounDelux and Todd will be consolidated within Todd,
which will change its name to Liberty Livewire, Inc. In addition, Liberty may
effect a reorganization of the Issuer or may transfer certain assets of the
Issuer. The foregoing description of the Four Media Merger Agreement is
qualified in its entirety by the terms of such agreement, which is included as
an exhibit to this Statement and is incorporated herein by reference.
Other than as set forth in this Statement, the Reporting Person has no
present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) Any material change in the present capitalization or dividend policy
of the Issuer;
(c) Any other material change in the Issuer's business or corporate
structure;
(d) A class of securities of the Issuer being delisted from a national
securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
Page 7 of 14 Pages
<PAGE>
(e) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(f) Any action similar to any of those enumerated in this paragraph.
Item 5. Interest in Securities of the Issuer.
(a) The Voting Agreement gives Liberty the power to direct the vote of
certain of the Issuer's stockholders party thereto (the "Stockholders") at the
Issuer's special meeting, at which the Merger will be considered. The
Stockholders collectively own 2,347,023 of Class A Common Stock and 1,585,128
shares of Class B Common Stock (together, the "Shares") (according to the
representations of such Stockholders contained in the Voting Agreement), which
represents (i) approximately 28.8% of the 8,157,309 shares of Class A Common
Stock outstanding on December 9, 1999 and (ii) approximately 90.7% of
the 1,747,178 shares of Class B Common Stock outstanding on December 9, 1999,
according to the Issuer's representations contained in the Merger Agreement.
According to the Issuer's certificate of incorporation, the Class B Common Stock
is convertible into shares of Class A Common Stock.
(b) Liberty only has the power to direct the voting of the Shares as
described in Item 5(a) above.
(c) Not applicable.
(d) There is no other person that has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
On December 10, 1999, AT&T, Merger Sub, Liberty and the Issuer entered into
the Merger Agreement; in connection therewith, Liberty, the Issuer and the
Stockholders entered into the Voting Agreement, giving Liberty the right to
direct the Stockholders' votes at the Issuer's special meeting at which the
Merger will be considered.
The foregoing descriptions of the Merger Agreement and the Voting Agreement
are qualified in their entirety by the terms of such documents, which are
included as exhibits to this Statement and are incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
Item 7 of this Schedule 13D hereby reads as follows:
Exhibit No. Exhibit
- ----------- -------
Page 8 of 14 Pages
<PAGE>
7(a) Agreement and Plan of Restructuring and Merger, dated as of June 23,
1998, among AT&T Corp., Italy Merger Corp. and Tele-Communications,
Inc. (incorporated by reference to Appendix A to the AT&T/TCI Proxy
Statement/Prospectus that forms a part of the Registration Statement
on Form S-4 of AT&T (File No. 333-70279) filed on January 8, 1999 (the
"AT&T Registration Statement")).
7(b) AT&T/TCI Proxy Statement/Prospectus (incorporated by reference to the
AT&T Registration Statement).
7(c) Agreement and Plan of Merger, among AT&T, Merger Sub, Liberty and the
Issuer, dated as of December 10, 1999.
7(d) Voting Agreement, by and among Liberty and certain stockholders of the
Issuer party thereto, dated as of December 10, 1999.
7(e) The Four Media Merger Agreement (incorporated by reference to
Liberty's Schedule 13D, filed on January 20, 2000).
7(f) Certificate of Incorporation of the surviving corporation in the
Merger.
7(g) Bylaws of the surviving corporation in the Merger.
Page 9 of 14 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 20, 2000.
LIBERTY MEDIA CORPORATION
By: /s/ Vivian J. Carr
---------------------------
Name: Vivian J. Carr
Title: Vice President
Page 10 of 14 Pages
<PAGE>
SCHEDULE 1
of the Schedule 13D
is amended in its entirety
to read as follows:
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and executive
officer of Liberty Media Corporation ("Liberty") are set forth below. The
business address for each person listed below is c/o Liberty Media Corporation,
9197 South Peoria Street, Englewood, Colorado 80112. All executive officers and
directors listed on this Schedule 1 are United States citizens, except for David
J.A. Flowers, who is a Canadian citizen.
<TABLE>
<CAPTION>
Name Principal Occupation
- ---- --------------------
<S> <C>
John C. Malone Chairman of the Board and Director of Liberty; Director of AT&T
Corp.
Robert R. Bennett President, Chief Executive Officer and Director of Liberty
Gary S. Howard Executive Vice President, Chief Operating Officer of Liberty
Daniel E. Somers Director of Liberty; Senior Executive Vice President and Chief
Financial Officer of AT&T Corp.
John C. Petrillo Director of Liberty; Executive Vice President, Corporate
Strategy and Business Development of AT&T Corp.
Larry E. Romrell Director of Liberty; Consultant to Tele-Communications, Inc.
Jerome H. Kern Director of Liberty
Paul A. Gould Director of Liberty; Managing Director of Allen & Co.
John D. Zeglis Director of Liberty; Director and President of AT&T Corp.
David B. Koff Senior Vice President and Assistant Secretary of Liberty
Charles Y. Tanabe Senior Vice President, General Counsel and Assistant Secretary
of Liberty
Peter Zolintakis Senior Vice President of Liberty
Vivian J. Carr Vice President and Secretary of Liberty
Kathryn S. Douglass Vice President and Controller of Liberty
David J.A. Flowers Vice President and Treasurer of Liberty
</TABLE>
Page 11 of 14 Pages
<PAGE>
SCHEDULE 2
of the Schedule 13D
is amended in its entirety
to read as follows:
DIRECTORS AND EXECUTIVE OFFICERS
OF
AT&T CORP.
The name and present principal occupation of each director and executive
officer of AT&T Corp. are set forth below. The business address for each person
listed below is c/o AT&T Corp., 295 North Maple Avenue, Basking Ridge, New
Jersey 07920. All executive officers and directors listed on this Schedule 2 are
United States citizens.
<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
C. Michael Armstrong Chairman of the Board, Chief Executive Officer and Director
Kenneth T. Derr Director; Chairman and Chief Executive Officer of Chevron
Corporation
M. Kathryn Eickhoff Director; President of Eickhoff Economics Incorporated
Walter Y. Elisha Director; Retired Chairman and Chief Executive Officer of
Springs Industries, Inc.
George M. C. Fisher Director; Chairman and Chief Executive Officer of Eastman Kodak
Company
Donald V. Fites Director; Retired Chairman of Caterpillar, Inc.
Amos B. Hostetter, Jr. Director; Chairman of Pilot House Associates
Ralph S. Larsen Director; Chairman and Chief Executive Officer of Johnson &
Johnson
John C. Malone Director; Chairman of Liberty Media Corporation
Donald F. McHenry Director; President of The IRC Group LLC
Michael I. Sovern Director; President Emeritus and Chancellor Kent Professor of
Law at Columbia University
Sanford I. Weill Director; Chairman and Co-CEO of Citigroup Inc.
Thomas H. Wyman Director
John D. Zeglis President and Director
Harold W. Burlingame Executive Vice President, Merger & Joint Venture Integration
</TABLE>
Page 12 of 14 Pages
<PAGE>
<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
James W. Cicconi Executive Vice President-Law & Government Affairs and General
Counsel
Mirian M. Graddick Executive Vice President, Human Resources
Daniel R. Hesse Executive Vice President and President & CEO, AT&T Wireless
Services, Inc.
Frank Ianna Executive Vice President and President, AT&T Network Services
Michael G. Keith Executive Vice President and President, Business Services
H. Eugene Lockhart Executive Vice President and President, AT&T Consumer Services
Richard J. Martin Executive Vice President, Public Relations and Employee
Communication
David C. Nagel President, AT&T Labs & Chief Technology Officer
John C. Petrillo Executive Vice President, Corporate Strategy and Business
Development
Richard R. Roscitt Executive Vice President and President & CEO, AT&T Solutions
Daniel E. Somers Senior Executive Vice President and Chief Financial Officer
</TABLE>
Page 13 of 14 Pages
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ---------- -------
<S> <C>
7(a) Agreement and Plan of Restructuring and Merger, dated as of June 23, 1998,
among AT&T Corp., Italy Merger Corp. and Tele-Communications, Inc.
(incorporated by reference to Appendix A to the AT&T/TCI Proxy
Statement/Prospectus that forms a part of the Registration Statement on Form
S-4 of AT&T (File No. 333-70279) filed on January 8, 1999 (the "AT&T
Registration Statement")).
7(b) AT&T/TCI Proxy Statement/Prospectus (incorporated by reference to the
AT&T Registration Statement).
7(c) Agreement and Plan of Merger, among AT&T, Merger Sub, Liberty and the
Issuer, dated as of December 10, 1999.
7(d) Voting Agreement, by and among Liberty and certain stockholders of the
Issuer party thereto, dated as of December 10, 1999.
7(e) The Four Media Merger Agreement (incorporated by reference to Liberty's
Schedule 13D, filed on January 20, 2000),
7(f) Certificate of Incorporation of the surviving corporation in the Merger.
7(g) Bylaws of the surviving corporation in the Merger.
</TABLE>
Page 14 of 14 Pages
