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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
The Todd-AO Corporation
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(Name of Issuer)
Class A Common Stock, par value $.01 per share
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(Title of Class of Securities)
888896107
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(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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 11, 2000
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(Dates 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 6 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.
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 1 of 6
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CUSIP NOS. 888896107 (Class A Common Stock)
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
Liberty Media Corporation
84-1288730
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS 00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEM 2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
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SOLE VOTING POWER
7 See Item 6.
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NUMBER OF SHARED VOTING POWER
SHARES 8 2,347,023 (Class A Common Stock) (See Item 6)
BENEFICIALLY ------------------------------------------------------------
OWNED BY EACH SOLE DISPOSITIVE POWER
REPORTING 9 See Item 6.
PERSON ------------------------------------------------------------
SHARED DISPOSITIVE POWER
10 See Item 6.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 2,347,023 shares of Class A Common Stock
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 Approximately 28.8% of the Class A Common Stock. See Item 5.
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14 TYPE OF REPORTING PERSON CO
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 2)
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/A (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 92075.
This Statement is being filed by the Reporting Person solely for the
purpose of (i) attaching an amendment (the "Merger Agreement Amendment") to the
Agreement and Plan of Merger, dated as of December 10, 1999 (the "Merger
Agreement"), with AT&T, the Reporting Person, 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 that was filed as Exhibit
7(c) to the Schedule 13D filed by the Reporting Person on January 20, 2000
relating to the Class A Common Stock of the Issuer (the "Prior Schedule 13D"),
(ii) attaching a replacement to Exhibit 7(f), the certificate of incorporation
of the surviving corporation in the merger (the "Surviving Corporation
Charter"), which was attached to the Prior Schedule 13D and (iii) attaching the
Post-Merger Business Combinations Agreement, dated as of February 11, 2000,
between Liberty and the Issuer (the "Post-Merger Business Combinations
Agreement"), pursuant to which, among other things, Liberty intends to cause a
company in which Liberty is planning to acquire a majority interest
("SounDelux") to become a holding company whose only asset will be a majority
interest in the Issuer. The Merger Agreement Amendment provides for, among other
things, a revised certificate of incorporation of the surviving corporation in
the merger ("Revised Surviving Corporation Charter").
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The Prior Schedule 13D was supplemented and amended by Amendment No. 1
to the Prior Schedule 13D filed on January 20, 2000 (together with Prior
Schedule 13D, the "Liberty Schedule 13D"). The information provided in this
Amendment No. 2 is only as of June 7, 2000, the date this Amendment was filed.
This Amendment No. 2 does not report any material additional information or
substantive change in the information previously reported, other than (i) the
Merger Agreement Amendment, (ii) the Revised Surviving Corporation Charter and
(iii) the Post-Merger Business Combinations Agreement. Capitalized terms used in
this Amendment No. 2 but not otherwise defined herein have the meanings given to
such terms in the Liberty Schedule 13D.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 of this Schedule 13D/A hereby reads as follows:
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<CAPTION>
EXHIBIT NO. EXHIBIT
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<S> <C>
7(a) Amendment, dated as of March 6, 2000, to the Agreement and
Plan of Merger, among AT&T, Merger Sub, Liberty and the
Issuer, dated as of December 10, 1999.
7(b) Revised Surviving Corporation Charter.
7(c) Post-Merger Business Combinations Agreement
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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: June 7, 2000.
LIBERTY MEDIA CORPORATION
By: /s/ Vivian J. Carr
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Name: Vivian J. Carr
Title: Vice President
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Exhibit
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<S> <C>
7(a) Amendment, dated as of March 6, 2000, to the Agreement and Plan
of Merger, among AT&T, Merger Sub, Liberty and the Issuer,
dated as of December 10, 1999.
7(b) Revised Surviving Corporation Charter.
7(c) Post-Merger Business Combinations Agreement
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