Ascent Media Group Inc – ‘PRE 14C’ for 3/29/96

As of:  Friday, 4/5/96   ·   For:  3/29/96   ·   Accession #:  946161-96-11   ·   File #:  0-01461

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Preliminary Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     Preliminary Schedule 14C Information Statement        25     89K 

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SCHEDULE 14C              

Information Statement Pursuant to Section 14(c) of the              
Securities Exchange Act of 1934 (Amendment No.    )             

Check Appropriate Box:                                                          

[ X ]     Preliminary Information Statement                           
[     ]     Confidential, for Use of the Commission Only (as          
permitted by Rule 14c-5(d)(2)                     
[   ]     Definitive Information Statement                            

THE TODD-AO CORPORATION                         
(Name of Registrant as Specified In Charter)              

Payment of Filing Fee:                                                          

[ X ]     $125 per Exchange Act Rule 0-11(c)(11)(ii), or 14c-5(g)               

[   ]     Fee computed on table below per Exchange Act Rules                    
14c-5(g) and 0-11.                                                              

1.   Title of each class of securities to which transaction           
applies:                                                                        

2.   Aggregate number of securities to which transaction              
applies:                                                                        

3.   Per unit price or other underlying value of transaction          
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount               
on which the filing fee is calculated and state how it was                      
determined):                                                                    

4.   Proposed maximum aggregate value of transaction: N/A             

5.   Total fee paid:                                                  

[    ]    Fee paid previously with preliminary materials.                       

[    ]    Check box if any part of the fee is offset as provided                
by Exchange Act Rule 0-11()a)(2) and identify the           
filing for which the offsetting fee was paid                
previously.  Identify the previous filing by                
registration statement number, or the Form or Schedule      
and the date of its filing.                                 

1.   Amount Previously Paid: N/A                                      

2.   Form, Schedule or Registration Statement No.: N/A                

3.   Filing Party: N/A                                                

4.   Dated Filed: N/A                                                 

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THE TODD-AO CORPORATION                         
172 Golden Gate Avenue                          
San Francisco, CA 94102                         

INFORMATION STATEMENT                           
FOR                             
ACTION BY CONSENT OF STOCKHOLDERS                               

WE ARE NOT ASKING FOR A PROXY                                   
AND YOU ARE NOT REQUESTED TO                                    
SEND US A PROXY                                 

This Information Statement is furnished in connection with            
the adoption of a Restated Certificate of Incorporation (the                    
"Restated Certificate") by the written consent of a majority of the             
Class A and Class B Stockholders (the "Majority Consent") of                    
The Todd-AO Corporation (the "Company"), to be effective on                     
or about May 17, 1996.                                                          

This Information Statement is not to be regarded as proxy             
solicitation material.  The approximate date on which this                      
Information Statement is first sent to Stockholders is April 22,                
1996.                                                                           

Table of Contents                                               
Section                                 Page                                    

Voting Rights,                           2                                      
Action to be Taken                                                              
and Principal Shareholders                                                      

Adoption of Restated                     2                                      
Certificate of Incorporation                                                    

Beneficial Ownership                     4                                      
Of Certain Persons                                                              

Beneficial Ownership of Management       6                                      

Stockholder Proposals                    8                                      

General                                  8                                      

Action by Majority Consent               9                                      
of Stockholders                                                                 

Restated Certificate                    13                                      
of Incorporation                                                                

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VOTING RIGHTS, ACTION TO BE TAKEN                               
AND PRINCIPAL SHAREHOLDERS                                      

In accordance with Delaware law and the Company's Bylaws,       
stockholder action may be taken without a meeting by means of a                 
written consent setting forth the action so taken, signed by the                
holders of a majority of all outstanding shares entitled to vote                
thereon.                                                                        

The adoption of the Restated Certificate of Incorporation       
requires a vote of a majority of the Class A Shares and a majority              
of the outstanding Class B Shares.  This vote is already assured                
and we are not asking you for a proxy or to take any other action.              

At the close of business on March 29, 1996, there were          
outstanding 6,442,877 shares of Class A Common Stock and                        
1,747,178 shares of Class B Common Stock, held of record by                     
approximately 1,400 and 7 stockholders, respectively.                           

As of March 29, 1996, 3,499,507 outstanding shares of Class A   
Common Stock and 1,703,636 outstanding shares of Class B Common                 
Stock were owned by the Naify Interests and by officers and directors of        
the Company.  Individuals in this group holding in the aggregate a majority     
of the Class A Shares and the Class B Shares have executed or have indicated    
that they will execute the Majority Consent, which will insure approval         
by the Stockholders.                                                            

ADOPTION OF RESTATED                                            
CERTIFICATE OF INCORPORATION                                    

 The sole purpose of the Majority Consent is to adopt the Restated
Certificate in the form attached as Exhibit A to the Majority Consent.          
Such adoption was authorized by the Board of Directors on March 27, 1996.       

Background                                                                      

 The Company's Certificate of Incorporation as presently in effect
(the "Present Certificate") dates back to 1952 and includes over 100            
pages of amendments and various documents relating to predecessor               
corporations.  The purpose for the Majority Consent is to modernize             
the Certificate of Incorporation and to eliminate obsolete provisions.          
The Restated Certificate increases the number of authorized Class A             
and Class B Shares but does not make any other material changes to              
the Present Certificate.                                                        

The following is a summary of the provisions of the Restated    
Certificate as compared to the Present Certificate:                             

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Articles 1-3                                                                    

       Articles 1, 2, and 3 of the Restated Certificate set forth, respectively,
the Company's name, the location of its registered office in Delaware and       
its authority to engage in any lawful corporate activity.  The Present          
Certificate is to the same effect except that it recites a lengthy list of      
specific corporate activities.                                                  

Article 4                                                                       

       Article 4 of the Restated Certificate sets forth the Company's authorized
capitalization.  The most recent amendment to Article Fourth in the Present     
Certificate was approved by the stockholders in 1986.  The Restated             
Certificate repeats the 1986 amendment on a substantially verbatim basis,       
with the following exceptions:                                                  

      (1) The number of authorized shares of Class A Stock is increased from
10,000,000 to 20,000,000 and the number of authorized shares of Class B Stock   
is increased from 2,000,000 to 4,000,000, which is consistent with the          
authorized amounts shown on the Company's balance sheets since 1992, when       
the Company effected a two for one stock split in the form of a 100% stock      
dividend.  The 1992 stock dividend did not increase the authorized shares.      
The additional Class A and Class B Shares authorized by the Restated            
Certificate will be available for issuance from time to time as determined      
by the Board of Directors without further stockholder action.  Consistent       
with the Present Certificate, the Restated Certificate authorizes the           
issuance of 1,000,000 shares of Preferred Stock by Board of Directors           
action.                                                                         

      (2) The statement of par value for the Class A Stock ($0.25 in the Present
Certificate) has been eliminated from Article 4 in the Restated Certificate,    
such that the Class A Stock will hereafter have no par value.                   

        (3) The language in Article Fourth of the Present Certificate concerning
conversion to Class A Stock of all outstanding Common Stock has been deleted    
from the restated Article 4 since the conversion was completed in 1987.         

        (4) The cumulative dividend rate for the Class A Shares (Section 3(a) of
Article 4) has been adjusted from $.10 per share to $.045 per share to          
reflect a 100% stock dividend paid during 1992 and a 10% stock dividend         
paid during 1995.  The Company presently pays annual cash dividends of          
$.06 per Class A Share.                                                         

Articles 5-6                                                                    

        Articles 5 and 6 of the Restated Certificate provide, respectively, that
the Company's Common Stock is nonassessable and that its existence shall be     
perpetual. There are provisions to the same effect in the Present               
Certificate.                                                                    

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Articles 7-8                                                                    

     Article 7 of the Restated Certificate allows the number of authorized
directors to be designated in the Bylaws and Article 8 authorizes the Board     
of Directors to amend the Bylaws.  These provisions do not appear in the        
Present Certificate but are contained in Sections 2.1 and 8 of the Company's    
Bylaws, approved by the stockholders in 1990.                                   

Articles 9-10                                                                   

    Articles 9 and 10 of the Restated Certificate limit the liability of
directors for breaches of fiduciary duty and eliminate cumulative voting at     
any election of directors, respectively.  Similar provisions were approved      
by the stockholders in 1986.                                                    

Articles 11-12                                                                  

Article 12 provides that stockholder meetings may be held within
or without the State of Delaware, that election of directors need not be        
by written ballot absent a stockholder demand or a contrary provision in the    
Bylaws, and that the corporate books may be kept outside of Delaware.           
Article 13 reserves the Company's right to amend the Certificate of             
Incorporation.  Similar provisions appear in the Present Certificate.           

Other Provisions                                                                

       The Present Certificate provides for minimum capital, recites the names
of the Company's original incorporators, lists various powers of the Board      
of Directors and sets forth procedures for meetings in the case of              
creditors' arrangements.  These provisions have been eliminated in the          
Restated Certificate.                                                           

BENEFICIAL OWNERSHIP OF CERTAIN PERSONS                         

      The following table sets forth certain information with respect to the
beneficial ownership of the Company's Class A and Class B Stock by each         
person who is known to the Company to own beneficially more than 5% of the      
outstanding shares, based on share amounts furnished by the respective          
persons:                                                                        

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                                                                [Download Table]


                           Class A and B Stock Beneficially Owned:              

                           Number of Shares(1)              Percent(1)          
Name and Address           Class A    Class B             Class A    Class B    
                                                                                
Heine Securities (2)        652,442        --                 9.30%         --  
Corporation                                                                     
  51 JFK Parkway                                                                
  Short Hills, NJ 07078                                                         

Salah M. Hassanein          517,443        --                 7.38%         --  
   514 Via de la Valle                                                          
   Suite 300A                                                                   
   Solana Beach, CA 92075                                                       

Naify Interests (3)            3,062,871   1,703,636        43.77%     97.51%   
  172 Golden Gate Avenue                                                        
  San Francisco, CA 94102                                                       

Notes:                                                                          

(1)  All share and percentage amounts assume the issuance of 569,110 Class A    
Shares underlying stock options exercisable within 60 days which are deemed     
beneficially owned by the optionees.  The share ownership of Heine              
Securities Corporation is shown as of February 1, 1996.  All other amounts      
are as of March 29, 1996.                                                       

(2)  Schedule 13G filed on February 1, 1996 by Heine Securities Corporation     
and Michael F. Price indicates that Heine Securities Corporation has sole       
investment discretion and voting authority with respect to the Class A          
shares, which are legally owned by one or more of its investment advisory       
clients.                                                                        

(3)  The Naify Interests (consisting of Marshall Naify, Robert A. Naify,        
various members of their families and trusts for the benefit of such members)   
may be deemed to constitute a "group" for purposes of Section 13(d) of the      
Securities Exchange Act of 1934.  Additional information concerning the         
beneficial ownership of Marshall Naify and Robert Naify is set forth in the     
table contained in the next section.                                            

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BENEFICIAL OWNERSHIP OF MANAGEMENT                              

The following table sets forth, as of March 29, 1996, information with
respect to the stock ownership by each director, by each executive officer      
whose employee compensation from the Company in fiscal 1995 exceeded            
$100,000 and by all directors and executive officers as a group.  Unless        
otherwise indicated, each of such Stockholders has sole voting and              
investment power with respect to the shares beneficially owned.                 

</TABLE>                                                                        
                                                        [Enlarge/Download Table]


                                              Class A and B Stock Beneficially Owned                        
                                                      as of March 29, 1996:                                 

Name of                                       Number of Shares             Percent                          
Stockholder   Company Position                Class A      Class B            Class A  Class B              

                                                                                                            

A.C.          Director of the Company.                41,087         --               .59%      --          
Childhouse                                                                                                  

Clay M.             Vice President Engineering        20,900(1)     --                .30%      --          
Davis                 of Todd-AO Studios.                                                                   

J. R. DeLang      Executive Vice President of the     52,800(1)     --                .75%      --          
                           Company's Todd-AO Studios                                                        
                           division and Director.                                                           

Richard C.         Executive Vice President of        15,400(1)      --               .22%      --          
Hassanein          the Company's Todd-AO Studios                                                            
                          West subsidiary and Director.                                                     

Salah M.            President and Chief Operating       517,443(1)         --         7.38%    --           
Hassanein          Officer of the Company and Director.                                                     

Herbert L.          Director of the Company.           22,110             --           .32%     --          
Hutner                                                                                                      

Christopher        President of Todd-AO Studios       59,400(1)          --            .85%     --          
D. Jenkins          and a Director.                                                                         

Robert I.            Consultant to the Company.            72,789(1)         --                    1.04%  --
Knudson            and a Director.                                                                          

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                                                        [Enlarge/Download Table]


                                               Class A and B Stock Beneficially Owned                     
                                                       as of March 29, 1996:                              

Name of                                        Number of Shares             Percent                       
Stockholder    Company Position                Class A      Class B            Class A  Class B           

                                                                                                          

Marshall              Co-Chairman and Co-CEO of the    1,040,302    678,839        14.84%    38.85%       
Naify                   Company and a Director                          (1)(2)           (2)              

Michael S.           Director of the Company.                  210,963(4)      --       3.01%      --     
Naify                                                                                                     

Robert A.          Co-Chairman and Co-CEO of the      1,065,914    906,290     15.21%   51.87%            
Naify                 Company.                                                     (1)(3)                 

Robert J.            Director of the Company.             100,053(4)      --    1.43%       --            
Naify                                                                                                     

Zelbie                 Director of the Company.                       4,400          --           .06%  --
Trogden                                                                                                   

All Directors                                                                                             
and Executive                                                                                             
Officers as a                                                                                             
Group                                                                                                     
(16 Persons)                                   3,245,061     1,585,129   46.28%  90.72%                   


Notes on Stock Ownership:                                                       

(1) Includes stock options exercisable within 60 days by Messrs. Davis,         
DeLang, R. Hassanein, S. M. Hassanein, Jenkins, Knudson, Marshall Naify,        
R. A. Naify, Trogden and other executive officers as a group to purchase,       
respectively, 20,900 52,800, 14,300, 110,000, 59,400, 40,700, 50,050,           
50,050, 4,400 and 12,100 Class A Shares.  The optionees do not have voting      
or  investment power with respect to unexercised stock options.                 

(2) Includes 30,166 Class A Shares held by a trust for which Mr. Naify is       
both a trustee and a beneficiary.  Excludes 106,092 Class A Shares held by      
an independent trustee for the benefit of three of Mr. Naify's children.  Mr.   
Naify disclaims ownership of the shares held by the independent trustee.        

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(3) Excludes 461,212 Class A Shares held of record or beneficially by Mr.       
Naify's adult children and grandchildren as to which he disclaims beneficial    
ownership.                                                                      

(4) Includes 40,062 and 21,439 Class A Shares held by trusts of which           
Michael S. Naify and Robert J. Naify are the respective beneficiaries.          

Additional information concerning the beneficial ownership of Marshall
Naify and Robert A. Naify and their families is set forth in the Majority       
Consent.  By reason of their stock ownership and their positions with the       
Company, Robert A. Naify and Marshall Naify may be deemed to be "control        
persons" of the Company within the meaning of the rules and regulations         
of the Securities and Exchange Commission.                                      

STOCKHOLDER PROPOSALS                           

 Proposals submitted by a Stockholder of the Company for action at
the 1997 annual meeting of the Company's stockholders must have been            
received by the Company, either at its principal executive offices at 172       
Golden Gate Avenue, San Francisco, CA 94102 or at 900 N. Seward Street,         
Los Angeles, CA 90038 no later than December 29, 1996, in order to be           
included in the Company's proxy materials relating to that meeting.             

GENERAL                                         

As of the date of this statement, the Company has no            
knowledge of any business which will be presented for approval of the           
Stockholders other than as described in the Majority Consent.                   
The Company will pay the costs of preparing, assembling and mailing             
this Information Statement and the material enclosed herewith.                  
In addition, the Company will reimburse banks and brokers for their             
reasonable out-of-pocket expenses incurred in connection with the               
distribution of the Information Statement.                                      

              By Order of the Board of
Directors 

      /s/ Dan Malstrom
             Dan Malstrom, Secretary

April  , 1996                                                                   

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THE TODD-AO CORPORATION         
ACTION BY MAJORITY CONSENT      
OF STOCKHOLDERS                 

The undersigned, representing more than a majority of the issued
and outstanding Class A Shares and Class B Shares of The Todd-AO                
Corporation, a Delaware corporation (the "Corporation" or the "Company"),       
acting without a meeting in accordance with Section 228 of the Delaware         
General Corporation Law, do hereby consent to the adoption of the following     
resolutions:                                                                    

RESOLVED, that this Corporation adopt a Restated Certificate    
of Incorporation, in substantially the form attached hereto as  
Exhibit A, together with such modifications as shall be deemed  
        necessary or  appropriate by the Board of Directors of this Corporation.

RESOLVED FURTHER, that notice of this action be given to        
         the stockholders of this Corporation in accordance with applicable law;

RESOLVED FURTHER, that after notice is given to the stockholders
 the Restated Certificate of Incorporation shall be filed with the
Delaware Secretary of State;                                    

RESOLVED FURTHER, that either of the Co-Chairmen, the President,
        any Vice President, and the Secretary or any Assistant Secretary of this
 Corporation, acting alone except where otherwise required by law,
be and hereby are empowered in the name of and on behalf of this
Corporation to execute such documents and perform such acts     
as such officer(s) deem necessary or appropriate in furtherance 
of the foregoing resolutions.                                   

Dated as of March 29, 1996.                                                     

Class A Shares:                                                                 

The undersigned shareholders hereby certify that they have the  
authority to vote the number of Class A Shares set forth underneath their       
respective names:                                                               

                     /s/ Arnold Childhouse
Leslie Andrade                  Arnold C. Childhouse            

No. of Shares: 78,614                   No.  Shares: 41,087                     

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/s/ Silas R. Cross                              /s/ Richard Hassanein           
Silas R. Cross                          Richard Hassanein                       

No. of Shares: 5,000                    No. of Shares: 1,100                    

/s/ Salah M. Hassanein                  /s/ Herbert L. Hunter                   
Salah M. Hassanein                      Herbert L. Hutner                       

No. of Shares: 407,443                  No. of Shares: 22,110                   

/s/ Robert I. Knudson                   /s/ Dan Malstrom                        
Robert I. Knudson,                      Dan Malstrom                            
as Trustee of the                                                               
Knudson Living Trust                                                            

No. of Shares: 32,089                   No. of Shares: 4,400                    

                      /s/ Christina E. Naify
Christie Naify                          Christina E. Naify                      

No. of Shares: 78,614                   No. of Shares: 60,746                   

/s/ James C. Naify                      /s/ Josephine Naify                     
James C. Naify                          Josephine Naify                         

No. of Shares: 7,515                    No. of Shares: 49,717                   

                  /s/ Marshall Naify
Mark S. Naify                           Marshall Naify                          

No. of Shares: 3,300                    Individually as to 960,086 Shares       

              As Trustee and
                 Beneficiary under
           the Will of
                               Michael A. Naify  30,166 Shares

/s/ Michael S. Naify                    As Trustee for                          
Michael S. Naify                                Michael Naify      98,067 Shares

No. of Shares: 72,834                   Total:           1,088,319 Shares       

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               /s/ R. A. Naify
Mark S. Naify                           Robert A. Naify                         

No. of Shares: 3,300                    Individually as to 1,015,864 Shares     

              As Trustee for
                      Georgette N. Rosekrans
                 under the Will of
                                  Michael A. Naify     30,166 Shares

/s/ Richard R. Naify                    As Trustee for                          
Richard R. Naify                                Acela Cortese       2,750 Shares

No. of Shares: 63,646                   Total:               1,048,780 Shares   

John M. Sherwood,                       John M. Sherwood,                       
as Trustee:                             as Trustee:                             

For Drew Andrade            6,507               For Marsha J. Naify     25,968  
(1986 Trust)                            (1990 Trust)                            
For Drew Andrade           11,085                                               
(1988 Trust)                                                                    
For Leslie Andrade          21,439              For Robert J. Naify     21,439  
(1981 Trust)                            (1981 Trust)                            
For Sean Andrade           11,085               For Robert J. Naify     78,614  
(1988 Trust)                            (1994 Trust)                            

For Acela Cortese           16,273              For Tina Naify            7,937 
(1983 Trust)                            (1985 Trust)                            
For Christina Cortese   7,937           For Tina Naify                11,085    
(1983 Trust)                            (1988 Trust)                            

For Adam Dierker           11,085               For Todd Anthony Naify  11,085  
(1988 Trust)                            (1990 Trust)                            
For Christian Dierker   5,500                                                   
(1992 Trust)                            For Matthew Stadnik        11,085       
For Hannah Dierker         11,085               (1988 Trust)                    

For Christie Naify            21,439            For Francesca                   
(1981 Trust)                            Vasquez-Vegas               11,085      
            (1991 Trust)

For Michael S. Naify       40,062               For Patrick                     
(1981 Trust)                            Vasquez-Vegas              11,085       
            (1989 Trust)

Total:                     163,497              Total:                   189,383

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Class B Shares:                                                                 

The undersigned shareholders hereby certify that they have the  
authority to vote the number of Class B Shares set forth underneath             
their respective names:                                                         

/s/ James C. Naify                      /s/ Josephine Naify                     
James C. Naify                          Josephine Naify                         

No. of Shares: 2,675                    No. of Shares: 44,492                   

/s/ Marshall Naify                      /s/ R. A. Naify                         
Marshall Naify                          Robert A. Naify                         

No. of Shares: 678,838                  No. of Shares: 906,290                  

/s/ Richard R. Naify                                                            
Richard R. Naify                                                                

No. of Shares: 71,341                                                           

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Exhibit A       
RESTATED CERTIFICATE OF INCORPORATION           
OF              
THE TODD-AO CORPORATION                         

THE TODD-AO CORPORATION, a corporation organized and            
existing under the laws of the State of Delaware, hereby certifies as follows:  

(a) The name of the Corporation is The Todd-AO Corporation. The 
original Certificate of Incorporation of the Corporation was filed on           
November 28, 1952. The name under which the Corporation was originally          
incorporated is MAOT Corporation.                                               

      (b) This Restated Certificate of Incorporation restates and amends the
Certificate of Incorporation of the Corporation.                                

(c) Pursuant to Sections 242 and 245 of the General Corporation 
Law of the State of Delaware, the text of the Certificate of Incorporation      
is hereby restated to read in its entirety as follows:                          

Article 1                       

The name of the Corporation is The Todd-AO Corporation (the     
"Corporation").                                                                 

Article 2                       

  The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of        
Wilmington, County of New Castle, zip code 19801.  The name of its              
registered agent at such address is The Corporation Trust Company.              

Article 3                       

The purpose of the Corporation is to engage in any lawful act   
or activity for which corporations may be organized under the General           
Corporation Law of Delaware.                                                    

Article 4                       

1.  Authorized Stock.  This Corporation is authorized to issue
three classes of shares of stock designated respectively, "Class A Stock,"      
"Class B Stock" and "Preferred Stock."  The total number of shares              
which the Corporation has authority to issue is twenty five million             
(25,000,000) shares, no par value, divided into twenty million                  
(20,000,000) shares of Class A Stock, four million (4,000,000) shares           
of Class B Stock and one million (1,000,000) shares of Preferred Stock.         

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  2.  Preferred Stock. The shares of Preferred Stock may be issued
from time to time in one or more series. The Board of Directors is hereby       
authorized to fix or alter the dividend rights, dividend rate, conversion       
rights, voting rights, rights and terms of redemption (including sinking        
fund provisions), the redemption price or prices and the liquidation            
preference of any wholly unissued series of Preferred Stock,                    
and the number of such shares constituting any such series                      
and the designation thereof, or any of them; and to increase                    
or decrease the number of shares of any series subsequent                       
to the issue of shares of that series, but not below the number                 
of shares of such series then outstanding. In case the number                   
of shares of any series shall be so decreased, the shares                       
constituting such decrease shall resume the status which                        
they had prior to the adoption of the resolution originally                     
fixing the number of shares of such series.                                     

3.  Class A Stock and Class B Stock -- Dividends, etc.                          

            (a) Subject to the rights of the holders of Preferred Stock, holders
of Class A Stock shall be entitled to receive out of funds legally available    
therefor, cumulative cash dividends at an annual rate of $.045 per share        
per year (subject to adjustment for stock splits and stock dividends)           
payable quarterly at dates fixed by the Board of Directors, before any          
cash dividend may be declared or paid on the Class B Stock. Dividends           
on the Class A Stock shall cumulate from such date, not later than              
December 31, 1987, as shall be determined by the Board of Directors.            
Accumulations of dividends shall not bear interest. In the event that           
cash dividends are paid on the Class A Stock in excess of the minimum           
dividend specified in the first sentence of this paragraph (a), the excess      
of all such dividends (computed with respect to dividends paid after the        
date on which dividends begin to accumulate as hereinabove provided)            
over such minimum rate shall be applied to future periods to reduce the         
amount of any dividend which must be paid in such future period on the          
Class A Stock before cash dividends can be declared or paid on the Class        
B Stock.                                                                        

            (b) Subject to the rights of the holders of Preferred Stock,
holders of Class A Stock and Class B Stock shall be entitled to receive         
such dividends and other distributions in cash, stock or property of the        
Corporation as may be declared thereon by the Board of Directors from           
time to time out of assets or funds of the Corporation legally available        
therefor, provided that if at any time a cash dividend is paid on the           
Class A Stock (including dividends on the Class A Stock at the minimum          
rate specified in paragraph (a) of this Section 3), a cash dividend will        
also be paid on the Class B Stock equal to 90% of the amount of the             
dividend paid on each share of Class A Stock (rounded down to the               
nearest one-hundredth of a cent); provided, however, that this provision        

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shall not require that any dividend be paid on the Class B Stock where          
the payment of such dividend would be contrary to the provisions of             
paragraph (a) of this Section 3, in which case the dividend which would         
otherwise have been required to be paid on the Class B Stock shall be           
suspended until the arrearage on the Class A Stock shall have been              
corrected; and provided, further, that in the case of dividends or other        
distributions payable in stock of the corporation other than Preferred          
Stock, including distributions pursuant to stock splits or divisions of         
stock of the Corporation other than Preferred Stock, which occur after          
the initial issuance of shares of Class B Stock by the Corporation, only        
shares of Class A Stock shall be distributed with respect to Class A            
Stock and only shares of Class B Stock in an amount per share equal             
to the amount per share paid with respect to the Class A Stock shall be         
distributed with respect to Class B Stock, and that, in the case of any         
combination or reclassification of the Class A Stock, the shares of             
Class B Stock shall also be combined or reclassified so that the                
number of shares of Class B Stock outstanding immediately following             
such combination or reclassification shall bear the same relationship to        
the number of shares outstanding immediately prior to such combination          
or reclassification as the number of shares of Class A Stock outstanding        
immediately prior to such combination or reclassification bears to the          
number of shares of Class A Stock outstanding immediately prior to              
such combination or reclassification.                                           

4.  Class A and Class B Stock -- Voting -- General            

(a) At every meeting of the stockholders every holder of Class A
Stock shall be entitled to one (1) vote in person or by proxy for each share    
of Class A Stock standing in  his name on the transfer books of the             
Corporation, and every holder of Class B Stock shall be entitled to ten         
(10) votes in person or by proxy for each share of Class B Stock standing       
in his name on the transfer books of the Corporation.                           

        (b) The provisions of this Article of the Certificate of Incorporation
shall not be modified, revised, altered or amended, repealed or rescinded in    
whole or in part, without (i) such stockholder vote as may be required by       
applicable law or the provisions of any Preferred Stock then outstanding,       
and (ii) the affirmative vote of the holders of a majority of the shares of     
the Class A Stock and of a majority of the shares of the Class B Stock,         
each voting separately as a class.                                              

(c) The Corporation may not effect or consummate: (i) any merger
or consolidation with or into any other corporation in which the                
Corporation is not the resulting or surviving corporation; (ii) any             
sale, lease, exchange or other disposition of all or substantially all          
of the assets of the Corporation to or with any other person; or (iii) any      
dissolution of the Corporation; unless and until such transaction is            
authorized by the vote, if any, required by applicable law and the              

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provisions of any Preferred Stock then outstanding; and unless and until        
such transaction is authorized by a majority of the shares voting of Class A    
Stock and of Class B Stock, each voting separately as a class, unless a         
greater vote is required by Delaware law, but the foregoing shall not           
apply to any merger or other transaction described in the preceding             
subparagraphs (i) and (ii) if the other party to the merger or other            
transaction is a Subsidiary of the Corporation.                                 

  For purposes of this paragraph (c) a Subsidiary is any corporation
more than 50% of the voting securities of which are owned directly or           
indirectly by the Corporation; and a "person" is an individual, partnership     
corporation or entity.                                                          

  (d) Following the initial issuance of shares of Class B Stock, the
Corporation may not effect the issuance of any additional shares of Class B     
Stock (except in connection with stock splits and stock dividends) unless and   
until such issuance is authorized by the holders of a majority of the           
outstanding shares of the Class B Stock.                                        

   (e) Except as may be otherwise required by law or by this Article 4
the holders of Class A Stock and Class B Stock shall vote together as a         
single class, subject to any voting rights which may be granted to holders      
of Preferred Stock.                                                             

5. Class A and Class B Stock -- Voting -- Special.              

   (a) If and whenever dividends accrued and unpaid on the outstanding
Class A Stock equal or exceed an amount equal to eight (8) full quarterly       
dividends on all shares of Class A Stock then outstanding, then, until all      
dividends in default on the Class A Stock shall have been paid, or declared     
and set aside, the holders of the Class A Stock, voting together as one         
class, shall be entitled to elect two directors, and the remaining members      
of the Board of Directors shall be elected by the holders of the Class A Stock  
and the Class B Stock voting together, as a single class, subject to any        
voting rights which may be granted to the holders of Preferred Stock.           

   (b) If and when all dividends theretofore in default on the Class A
Stock shall be paid, or declared and set aside, the holders of Class A Stock    
shall thereupon be divested of such special right to elect two members          
of the Board of Directors, but subject to the same provisions for the           
vesting of such rights in case of a future default or defaults.                 

        (c) Whenever, under the provisions hereof, a change in the voting powers
of the holders of the Class A Stock shall have occurred, a meeting of the       
holders of the Class A Stock and the Class B Stock shall be held upon           
notice promptly given, as provided in the Bylaws of the Corporation for         
a special meeting of stockholders, by the President or the Secretary of the     

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Corporation.  If within fifteen (15) days after the accrual or termination      
of such special right of the holders of the Class A Stock with respect to       
the election of directors, the President and the Secretary of the Corporation   
shall fail to call such meeting, (to be held on a date not more than thirty     
(30) days after the mailing of the notice therefor), then such meeting shall    
be held upon notice as provided in the Bylaws for a special meeting of          
stockholders given by the holders of not less than one thousand (1,000)         
shares of Class A or Class B Stock after filing with the Corporation a          
notice of their intention to do so.                                             

(d) Forthwith upon the election of directors of the Corporation 
pursuant to the foregoing provisions hereof, the terms of office of all         
persons who were directors of the Corporation immediately prior to such         
election shall terminate.                                                       

6.  Class A and Class B Stock -- Transfer.                      

    (a) No person holding shares of Class B Stock of record (hereinafter
called a "Class B Holder") may transfer, and the Corporation shall not          
register the transfer of, such shares of Class B Stock, whether by sale,        
assignment, gift, bequest, appointment or otherwise, except to a permitted      
Transferee.  A permitted Transferee shall mean, with respect to each person     
from time to time shown as the record holder of shares of Class B Stock:        

            (i) In the case of a Class B Holder who is a natural person:

                    (A) The spouse of such Class B Holder, any lineal descendant
of a grandparent of such Class B Holder, and any spouse of such lineal          
descendant (which lineal descendants, their spouses, the Class B Holder, and    
his or her spouse are herein collectively referred to as "Class B Holder's      
Family Members");                                                               

                     (B) The trustee of a trust (including a voting trust)
principally for the benefit of such Class B Holder and/or one or more of        
his or her permitted Transferees described in each subclause of this clause     
(i) other than this subclause (B), provided that such trust may also grant a    
general or special power of appointment to one or more of such Class B          
Holder's Family Members and may permit trust assets to be used to pay           
taxes, legacies and other obligations of the trust or of the estates of one     
or more of such Class B Holder's Family Members payable by reason of the        
death of any such Family Members;                                               

               (C) Any organization contributions to which are
deductible for federal income, estate or gift tax purposes or any               
split-interest trust described in Section 4947 of the Internal Revenue Code,    
as it may from time to time be amended (hereinafter called a "Charitable        
Organization");                                                                 

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               (D) A corporation, a majority of the beneficial
ownership of outstanding capital stock of which entitled to vote for the        
election of directors is owned by, or a partnership, a majority of the          
beneficial ownership of the partnership interests of which entitled to          
participate in the management of the partnership are held by, the Class B       
Holder or his or her permitted Transferees determined under this clause         
(i), provided that if by reason of any change in the ownership of such stock    
or partnership interests, such corporation or partnership would no longer       
qualify as a permitted Transferee, all shares of Class B Stock then held by     
such corporation or partnership shall, upon the election of the Corporation     
given by written notice to such corporation or partnership, without further     
action on anyone's part, be converted into shares of Class A Stock effective    
upon the date of the giving of such notice, and stock certificates formerly     
representing such shares of Class B shall thereupon and thereafter be deemed    
to represent the like number of shares of Class A Stock; and                    

      (E) The estate of such Class B holder.

        (ii) In the case of a Class B Holder holding the shares of Class B Stock
in question as trustee pursuant to a trust (other than a Charitable             
organization or a trust described in clause (iii) below), "permitted            
Transferee" means (A) any person transferring Class B Stock to                  
such trust and (3) any permitted Transferee of any such transferor              
determined pursuant to clause (i) above.                                        

    (iii) In the case of a Class. B Holder holding the shares of Class B
Stock in question as trustee pursuant to an irrevocable trust (other than a     
Charitable organization), "Permitted Transferee" means (A) any person to        
whom or for whose benefit principal may be distributed either during or at      
the end of the term of such trust whether by power of appointment or            
otherwise and (3) any permitted Transferee of such person determined            
pursuant to clause (i) above.                                                   

       (iv) In the case of a Class B Holder which is a Charitable organization
holding record and beneficial ownership of the shares of Class B Stock in       
question,  "permitted Transferee" means any Class B Holder.                     

       (v) in the case of a Class B Holder which is a corporation or partnership
(other than a Charitable organization) acquiring record and beneficial          
ownership of the shares of Class B Stock in question upon its initial           
issuance by the Corporation, "permitted Transferee" means (A) any partner       
of such partnership, or stockholder of such corporation at the date of such     
initial issuance; (B) any person transferring such shares of Class B Stock      
to such corporation or partnership; and (C) any permitted Transferee of         
any such person, partner, or stockholder referred to in subclauses (A) and      
(B) of this clause (v), determined under clause (i) above.                      

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(vi) In the case of a Class B Holder which is a corporation or  
partnership (other than a Charitable Organization or a corporation or           
partnership described in clause (v) above) holding record and beneficial        
ownership of the shares of Class B Stock to such corporation or partnership     
and (3) any permitted Transferee of any such transfer or determined under       
clause (i) above.                                                               

(vii) In the case of a Class B Holder which is the estate of a  
deceased Class B Holder, or which is the estate of a bankrupt or insolvent    
Class B Holder, which holds record and beneficial ownership of the shares       
of Class B Stock in question, "Permitted Transferee" means a permitted          
Transferee of such deceased, bankrupt or insolvent Class B Holder as            
determined pursuant to clause (i), (ii), (iii), (iv), (v) or (vi) above, as     
the case may be.                                                                

       (b) Notwithstanding anything to the contrary, set forth
herein, any Class B Holder may pledge such Holder's shares of Class B           
Stock to a pledgee pursuant to a bona fide pledge of such shares as             
collateral security for indebtedness due to the pledgee, provided that such     
shares shall remain subject to the provisions of this Section 6. In the event   
of foreclosure or other similar action by the pledgee, such pledged shares      
of Class B Stock may only be transferred to a Permitted Transferee of the       
pledgor or converted into shares of Class A Stock, as the pledgee may elect.    

(c) For purposes of this Section 6:             

(i) The relationship of any person that is derived by or through
legal adoption shall be considered a natural one.                               

(ii) Each joint owner of shares of Class B Stock shall be       
considered a "Class B Holder" of such shares.                                   

(iii) A minor for whom shares of Class B Stock are held pursuant
to a Uniform Gifts to Minors Act or similar law shall be considered a Class     
B Holder of such shares.                                                        

(iv) Unless otherwise specified, the term "person" means both   
natural persons and legal entities.                                             

(v) Without derogating from the election conferred upon the     
Corporation pursuant to subclause (D) of clause (i) of subsection (a) above,    
each reference to a corporation, shall include any successor corporation        
resulting from merger or consolidation; and each reference to a partnership     
shall include any successor partnership resulting from the death or             
withdrawal of a partner.                                                        

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(d) Any transfer of shares of Class B Stock not permitted       
hereunder shall result in the conversion of the transferee's shares of Class    
B Stock into shares of Class A Stock, effective the date on which               
certificates representing such shares are presented for transfer on the books   
of the Corporation. The Corporation may, in connection with preparing a         
list of stockholders entitled to vote at any meeting of stockholders, or as     
a condition to the transfer or the registration of shares of Class B Stock      
on the Corporation's books, require the furnishing of such affidavits or        
other proof at it deems necessary to establish that any person is the           
beneficial owner of shares of Class B Stock or is a permitted Transferee.       

At any time when the number of outstanding shares of Class B    
Stock as reflected on the stock transfer books of the Corporation falls         
below 10% of the aggregate number of the issued and outstanding shares of       
the Class A Stock and Class B Stock of the Corporation, or the Board of         
Directors and the holders of a majority of the outstanding shares of Class B    
Stock approve the conversion of all of the Class B Stock into Class A           
Stock, then, immediately upon the occurrence of either such event, the          
outstanding shares of Class B Stock shall be converted into shares of Class     
A Stock. In the event of such a conversion, certificates formerly               
representing outstanding shares of Class B Stock shall thereupon and            
thereafter be deemed to represent the like number of shares of Class A          
Stock.                                                                          

   (f) Shares of Class B Stock shall be registered in the names of the
beneficial owners thereof and not in "street" or "nominee" name, except         
that trusts and pledgees may register shares of Class B Stock in "street" or    
"nominee" name. For this purpose a "beneficial owner" of any shares of          
Class B Stock shall mean a person who, or an entity which, possesses the        
power, either singly or jointly, to direct the voting or disposition of such    
shares. The Corporation shall note on the certificates of shares of Class B     
Stock the restrictions on transfer and registration of transfer imposed by      
this Section 6.                                                                 

7.  Class A and Class B Stock -- Conversion Rights.             

 (a) Notwithstanding anything else herein contained, the Class B
Stock may not be converted into Class- A Stock prior to July 1, 1988.           
Subject to the terms and conditions of this Section 7, each share of Class B    
Stock shall be convertible on July 1, 1988 or from time to time thereafter,     
at the option of the respective holder thereof, at the office of any transfer   
agent for Class B Stock, and at such other place or places, if any, as the      
Board of Directors may designate, or, if the Board of Directors shall fail to   
designate, at the principal office of the Corporation (attention of the         
Secretary of the Corporation ), into one (1) fully paid and nonassessable       
share of Class A Stock. Upon conversion, the Corporation shall make no          

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payment or adjustment on account of dividends accrued or in arrears on          
Class B Stock surrendered for conversion or on account of any dividends         
on the Class A Stock issuable on such conversion. Before any holder of          
Class B Stock shall be entitled to convert the same into Class A Stock, he      
shall surrender the certificate or certificates for such Class B Stock at the   
office of said transfer agent (or other place as provided above), which         
certificates or certificates, if the Corporation shall so request, shall be     
duly endorsed to the Corporation or in blank or accompanied by proper           
instruments of transfer to the Corporation or in blank (such endorsements       
or instruments of transfer to be in form satisfactory to the Corporation),      
and shall give written notice to the Corporation at said office that he         
elects so to convert said Class B Stock in accordance with the terms of this    
Section 7, and shall state in writing therein the name or names in which he     
wishes the certificate or certificates for Class A Stock to be issued. Every    
such notice of election to convert shall constitute a contract between the      
holder of such Class B Stock and the Corporation, whereby the holder of         
such Class B Stock shall be deemed to subscribe for the amount of Class A       
Stock which he shall be entitled to receive upon such conversion, and, in       
satisfaction of such subscription to deposit the Class B Stock to be            
converted and to release the Corporation from all liability thereunder and      
thereby the Corporation shall be deemed to agree that the surrender of the      
certificate or certificates therefor and the extinguishment of liability        
thereon shall constitute full payment of such subscription for Class A Stock    
to be issued upon such conversion. The Corporation will as soon as              
practicable after such deposit of a certificate or certificates of Class B      
Stock, accompanied by the written notice and the statement above                
prescribed, issue and deliver at the office of said transfer agent (or other    
place as provided above) to the person for whose account such Class B           
Stock was so surrendered, or to his nominee or nominees, a certificate or       
certificates for the number of full shares of Class A Stock to which he shall   
be entitled as aforesaid. Subject to the provisions of subsection (c) of this   
Section 7, such conversion shall be deemed to have been made as of the          
date of such surrender of the Class B Stock to be converted; and the person     
or persons entitled to receive the Class A Stock issuable upon conversion of    
such Class B Stock shall be treated for all purposes as the record holder or    
holders of such Class A Stock on such date.                                     

 (b) The issuance of certificates for shares of Class A Stock upon
conversion of shares of Class B Stock shall be made without charge for any      
stamp or other similar tax in respect of such issuance.  However, if any        
such certificate is to be issued in a name other than that of the holder of     
the share or shares of Class B Stock converted, the person or persons           
requesting the issuance thereof shall pay to the Corporation the amount of      
any tax which may be payable in respect of any transfer involved in such        
issuance or shall establish to the satisfaction of the Corporation that such    
tax has been paid.                                                              

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  (c) The Corporation shall not be required to convert Class B Stock
and no surrender of Class B Stock shall be effective for that purpose, while    
the stock transfer books of the Corporation are closed for any purpose; but     
the surrender of Class B Stock for conversion during any period while such      
books are so closed shall become effective for conversion immediately           
upon the reopening of such books, as if the conversion had been made on         
the date such Class B Stock was surrendered.                                    

   (d) The Corporation covenants that it will at all times reserve and
keep available, solely for the purpose of issue upon conversion of the          
outstanding shares of Class B Stock, such number of shares of Class A           
Stock as shall be issuable upon the conversion of all such outstanding          
shares, provided that nothing contained herein shall be construed to            
preclude the Corporation from satisfying its obligations in respect of the      
conversion of the outstanding shares of Class B Stock by delivery of shares     
of Class A Stock which are held in the treasury of the Corporation. The         
Corporation covenants that if any shares of Class A Stock, required to be       
reserved for purposes of conversion hereunder, require registration with or     
approval of any governmental authority under any federal or state law           
before such shares of Class A Stock may be issued upon conversion, the          
Corporation will use its best efforts to cause such shares to be duly           
registered or approved, as the case may be. The Corporation will endeavor       
to list the shares of Class A Stock required to be delivered upon conversion    
prior to such delivery upon each national securities exchange, if any, upon     
which the outstanding Class A Stock is listed at the time of such delivery.     
The Corporation covenants that all shares of Class A Stock which shall be       
issued, upon the conversion of the shares of Class B Stock will, upon issue,    
be fully paid and nonassessable and not entitled to any preemptive rights.      

      8.  Liquidation Rights. In the event of any dissolution, liquidation
or winding up of the affairs of the Corporation , whether voluntary or          
involuntary, after payment or provision for payment of the debts and other      
liabilities of the Corporation, the holders of each series of Preferred Stock   
shall be entitled to receive, out of the net assets of the Corporation, an      
amount for each share equal to the amount fixed and determined by the           
Board of Directors in any resolution or resolutions providing for the           
issuance of any particular series of Preferred Stock, plus an amount equal      
to all dividends accrued and unpaid on shares of such series to the date        
fixed for distribution, and no more, before any of the assets of the            
Corporation shall be distributed or paid over to the holders of Class A         
Stock and Class B Stock. After payment in full of said amounts to the           
holders of Preferred Stock, the remaining assets and funds of the               
Corporation shall be divided among and paid ratably to the holders of Class     
A Stock and Class B Stock, that is, an equal amount of net assets for each      
share of Class A Stock and Class B Stock.  A merger or consolidation of         
the Corporation with or into any other corporation or a sale or conveyance      
of all or any part of the assets of the Corporation (which shall not in fact    
result in the liquidation of the Corporation and the distribution of assets     
to stockholders) shall not be deemed to be a voluntary or involuntary           
liquidation or dissolution or winding up of the Corporation within the          
meaning of this Section 8.                                                      

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9.  Purchases.  Subject to any limitations provided for in      
connection with any sinking fund for any class of the Preferred Stock or        
with any other terms of such class, the Corporation may at any time or from     
time to time purchase shares of its capital stock in any manner now or          
hereafter permitted by law, publicly or privately, or pursuant to any           
agreement.                                                                      

10. No Preemptive Rights.  No holder of stock, or of rights or
options to purchase stock, of the Corporation of any class, as such, shall      
have any preemptive or preferential right of subscription to any shares of      
stock, of the Corporation (including any notes, bonds or other evidences of     
indebtedness to which are attached or with which are issued warrants or         
other rights to purchase any stock of the Corporation) issued or sold, or any   
right of subscription to any thereof other than such, if any, as the Board of   
Directors in its discretion may from time to time fix pursuant to the           
authority conferred by this Certificate of Incorporation.  Shares of stock,     
rights or options to purchase stock, or obligations convertible into stock or   
into rights or options to purchase stock, of the Corporation may from time      
to time be issued and sold to such parties, whether stockholders or others,     
as the Board of Directors in its sole discretion may determine.                 

Article 5                       

  The capital stock of this Corporation shall not be assessable.  It
shall be issued as fully paid, and the private property of the stockholders     
shall not be liable for the debts, obligations or liabilities of this           
Corporation. This Certificate shall not be subject to amendment in this         
respect.                                                                      

Article 6                       

The Corporation is to have perpetual existence.                 

Article 7                       

The number of directors which constitute the whole Board of     
Directors of the Corporation shall be designated in the Bylaws of the           
Corporation.                                                                    

Article 8                       

   In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors is expressly              
authorized to adopt, alter, amend or repeal the Bylaws of the Corporation.      

Article 9                       

To the fullest extent permitted by the Delaware General         
Corporation Law as the same exists or may hereafter be amended, no              

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director of the Corporation shall be personally liable to the Corporation or    
its stockholders for monetary damages for breach of fiduciary duty as a         
director.  Neither any amendment nor repeal of this Article, nor the            
adoption of any provision of this Certificate of Incorporation inconsistent     
with this Article, shall eliminate or reduce the effect of this Article in      
respect of any matter occurring, or any cause of action, suit or claim that,    
but for this Article, would accrue or arise, prior to such amendment, repeal    
or adoption of an inconsistent provision.                                       

Article 10                      

  No stockholder will be permitted to cumulate votes at any election
of directors.                                                                   

Article 11                      

Meetings of stockholders may be held within or without the State
of Delaware, as the Bylaws may provide. The election of directors need not      
be by written ballot unless a stockholder demands election by written           
ballot at a meeting of stockholders and before voting begins or unless the      
Bylaws of the Corporation shall so provide.  The books of the Corporation       
may be kept (subject to any provision contained in the laws of the State of     
Delaware) outside of the State of Delaware at such place or places as may       
be designated from time to time by the Board of Directors or in the Bylaws      
of the Corporation.                                                             

Article 12                      

The Corporation reserves the right to amend, alter, change or   
repeal any provision contained in this Certificate of Incorporation, in the     
manner now or hereafter prescribed by the laws of the State of Delaware,        
and all rights conferred herein are granted subject to this reservation.        

IN WITNESS WHEREOF, the undersigned has signed this Restated          
Certificate of Incorporation this     th day of              , 1996.            

       The Todd-AO Corporation

By              
                      Salah M. Hassanein
                     Title:  President
ATTEST:                                                                         

By:                                                                             
Dan Malstrom                                          
Title: Secretary                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

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