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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Liberty Livewire Corporation
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
530709104
(CUSIP Numbers)
Paul J. Dujardin
43 Dobson Avenue
Merrick, New York 11566
with a copy to:
Dag Wilkinson, Esq.
Wiley, Rein & Fielding
1776 K Street, NW
Washington, DC 20004
(202) 719-7000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 25, 2000
(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.
*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, (the "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).
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CUSIP NO. 530709104 (Class A Common Stock of Liberty Livewire Corporation)
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1. NAME OF REPORTING PERSON.
Paul J. Dujardin
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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
NA
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 7. SOLE VOTING POWER
SHARES 705,554 (1).
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 0
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REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 705,554 (1).
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
705,554 (1)
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0% (1)
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14. TYPE OF REPORTING PERSON
IN
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(1) Reporting Person owns 705,554 shares of the Issuer's Class A Common Stock
(as defined herein) and no other shares of capital stock of the Issuer. The
705,554 shares of the Issuer's Class A Common Stock represents 16.0% of the
outstanding shares of the Class A Common Stock; these shares also represent
approximately 2.0% of the Issuer's currently outstanding equity, which
consists of the Issuer's Class A and Class B Common Stock.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
STATEMENT OF
PAUL J. DUJARDIN
PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934
IN RESPECT OF
LIBERTY LIVEWIRE CORPORATION
ITEM 1. SECURITY AND ISSUER.
Paul J. Dujardin (the "Reporting Person") is filing this Statement on
Schedule 13D (this "Statement") with respect to shares (the "Shares") of the
Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), of
Liberty Livewire Corporation (formerly known as 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.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Paul J. Dujardin
(b) Triumph Communications Inc.
500 Fifth Avenue, Suite 2020
New York, New York 10110
(c) President, Triumph Communications Inc.
500 Fifth Avenue, Suite 2020
New York, New York 10110
(d) During the last five years the Reporting Person has not
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years the Reporting Person has not
been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction where the result of such proceedings was or
is to subject the Reporting Person 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.
(f) United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
The Reporting Person acquired the Shares as consideration in connection
with the following agreements (the "Triumph Agreements"): (1) an Agreement and
Plan of Merger, dated as of June 21, 2000 among the Issuer, an affiliate of the
Issuer, Triumph Communications Inc. and the Reporting Person, (2) an Agreement
and Plan of Merger, dated as of June 21, 2000 among the Issuer, an affiliate of
the Issuer, Triumph Communications & Fiber Services Inc. and the Reporting
Person, (3) an Agreement and Plan of Merger, dated as of June 21, 2000 among the
Issuer, an affiliate of the Issuer, Triumph Communications
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and Leasing Services Inc. and the Reporting Person, (4) an Agreement and Plan of
Merger, dated as of June 21, 2000 among the Issuer, an affiliate of the Issuer,
American Simulcast Corp. and the Reporting Person, and (5) the Limited Liability
Company Interest Purchase Agreement among the Issuer, The Triumph Switch Company
LLC and the Reporting Person.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person has acquired the Shares for investment purposes.
The Reporting Person may sell an as yet undetermined amount of shares of Common
Stock, as market conditions permit and after effectiveness of the registration
statement filed by the Issuer pursuant to a Registration Rights Agreement, dated
as of June 21, 2000, between the Reporting Person and the Issuer.
PRESENT PLANS OR PROPOSALS. The Reporting Persons has no plans or
proposals which relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule
13D. The Reporting Person may, at any time and from time to time, review or
reconsider his position and/or change his purpose and/or formulate plans or
proposals with respect thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As a result of the Merger, the Reporting Person owns 705,554 shares of
the Issuer's Class A Common Stock, which represents (i) 16.0% of the Issuer's
currently outstanding shares of Class A Common Stock and (ii) approximately 2.0%
of the Issuer's currently outstanding equity, as reported by the Issuer to the
Reporting Person. Because each share of Class A Common Stock entitles its holder
to one vote per share and each share of Class B Common Stock entitles its holder
to ten votes per share, the Reporting Person has acquired approximately 0.02% of
the voting power in the Issuer. The Reporting Person has sole power to vote
these shares and the sole power to dispose or to direct the disposition of such
shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
STOCK PLEDGE. The Reporting Person and the Issuer are parties to the
Shareholder Pledge and Security Agreement pursuant to which the Reporting Person
has pledged 440,981 shares of the Issuer's Class A Common Stock to the Issuer as
security for certain representations and warranties made by the Triumph entities
and the Reporting Person in the Triumph Agreements, and the Reporting Person has
pledged 117,595 shares of the Issuer's Class A Common Stock to the Issuer as
security for the achievement of certain revenue goals by the businesses acquired
by the Issuer pursuant to the Triumph Agreements.
REGISTRATION RIGHTS. The Reporting Person has certain registration
rights with respect to the registration of the Shares pursuant to the
Registration Rights Agreement. The Issuer is required to register the Shares at
the Reporting Person's request whenever the Issuer proposes to register any
shares of Common Stock to be offered or sold to the public.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are filed with this statement:
1. Registration Rights Agreement, dated as of July 25, 2000, by
and between the Liberty Livewire Corporation and Paul J.
Dujardin.
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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.
8/3/00
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Date
/s/ PAUL DUJARDIN
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Signature
Paul Dujardin - President
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Name/Title
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1. Registration Rights Agreement, dated as of July 25, 2000, by
and between the Liberty Livewire Corporation and Paul J.
Dujardin.
