<PAGE>
As filed with the Securities and Exchange Commission on January 17, 1996
Registration No. 33-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
DC HOLDCO, INC.
(Exact name of registrant as specified in charter)
Delaware 95-4545390
(State of incorporation) (I.R.S. Employer Identification No.)
500 South Buena Vista Street
Burbank, California 91521
(Address of principal executive offices)
Disney Salaried Savings and Investment Plan
(Full title of the plan)
DAVID K. THOMPSON, ESQ.
Senior Vice President-Assistant General Counsel
500 South Buena Vista Street
Burbank, California 91521
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (818) 560-1000
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of securities to be offering price offering registration
to be registered registered per share price fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value(1) 2,000,000(2) $60.24(3) $120,480,000.00(3) $41,544.83
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interest to
be offered or sold pursuant to the employee benefit plan described herein.
(2) The shares of Common Stock being registered consist of shares to be
acquired by the Trustee pursuant to the plan for the accounts of
participants.
(3) Calculated pursuant to Rule 457(h), based on the average of the high and
low prices for the Common Stock on the New York Stock Exchange Composite
tape for January 11, 1996.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Registrant and The Walt Disney Company
("Disney") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this registration statement:
(1) Disney's and the Plan's latest annual reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934;
(2) Disney's Joint Proxy Statement/Prospectus included in Registrant's
Registration Statement on Form S-4, filed with the Commission on November 13,
1995 (File No. 33-64141);
(3) Registrant's Certificate of Incorporation, filed as Exhibit 3.1 to
Registrant's Registration Statement on Form S-4 filed with the Commission on
November 13, 1995 (File No. 33-64141);
(4) The description of Registrant's Common Stock contained in Registrant's
Registration Statement on Form 8-B, dated December 28, 1995.
In addition, all documents subsequently filed by Registrant or Disney
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation, including Registrant, to indemnify its directors, officers,
employees and agents under certain circumstances. Registrant's Certificate of
Incorporation and Bylaws provide that Registrant shall indemnify such persons to
the full extent authorized or permitted by law. The Certificate and Bylaws
further provide that Registrant may purchase and maintain liability insurance on
behalf of directors, officers, employees or agents of Registrant, whether or not
Registrant would have the power to indemnify them against such liability under
the provisions of law. In addition, the Certificate and Bylaws provide that
Registrant may create a trust fund, grant a security interest and/or use other
means (including letters of credit, surety bonds and/or similar arrangements),
as well as enter into contracts providing for indemnification to the full extent
authorized or permitted by law and including provisions to ensure the payment of
indemnification amounts. Moreover, the Certificate provides that no director of
Registrant shall be personally liable to Registrant or its stockholders for
monetary damages for any breach of fiduciary duty as a director, except (i) for
any breach of the duty of loyalty to registrant or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for liability under Section 174 of the Delaware
General Corporation Law (involving certain
S-2
<PAGE>
unlawful dividends or stock repurchases), or (iv) for any transaction from which
the director derived an improper personal benefit.
Registrant maintains an officers' and directors' liability insurance policy
insuring Registrant's officers and directors against certain liabilities and
expenses incurred by them in their capacities as such, and insuring Registrant,
under certain circumstances, in the event that indemnification payments are made
by Registrant to such officers and directors.
Registrant has entered into indemnification agreements (the
"Indemnification Agreements") with its directors and certain of its officers
(individually, the "Indemnitee"). The Indemnification Agreements, among other
things, provide for indemnification to the fullest extent permitted by law
against any and all expenses, judgments, fines, penalties and amounts paid in
settlement of any claim. The Indemnification Agreements provide for the prompt
advancement of all expenses to the Indemnitee and for reimbursement to
Registrant if it is found that such Indemnitee is not entitled to such
indemnification under applicable law. The Indemnification Agreements also
provide that after a Change in Control (as defined in the Indemnification
Agreement) of Registrant which is not approved by the Board of Directors of
Registrant, all determinations regarding a right to indemnity and the right to
advancement of expenses shall be made by independent legal counsel selected by
Indemnitee and approved by the Board of Directors. In addition, in the event of
a Potential Change in Control (as defined in the Indemnification Agreement), the
Indemnitee may require Registrant to establish a trust for his benefit and to
find such trust in amounts reasonably anticipated or proposed to be paid to
satisfy Registrant's indemnification obligations under the Indemnification
Agreement.
ITEM 8. EXHIBITS
See Index to Exhibits on page S-8.
In lieu of the opinion of counsel or determination letter contemplated by
Item 601(b)(5) of Regulation S-K, registrant hereby confirms that it has
submitted the Plan and undertakes that it will submit all amendments thereto to
the Internal Revenue Service (the "IRS") in a timely manner, and that it has
made or will make all changes required by the IRS in order to qualify the Plan
under Section 401 of the Internal Revenue Code.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this registration
statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement;
S-3
<PAGE>
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of the annual report of the
Plan pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
S-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burbank, State of California, on the 17th day of
January, 1996.
DC HOLDCO, INC.
(Registrant)
By: /s/ David K. Thompson
---------------------------------------
David K. Thompson
Senior Vice President-Assistant
General Counsel
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
DAVID K. THOMPSON his or her true and lawful attorney-in-fact and agents, each
acting alone, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
S-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burbank, State of California, on the 17th day of
January, 1996.
<TABLE>
<CAPTION>
Signature Title Date
--------- ------ ----
<S> <C> <C>
/s/ David K. Thompson Senior Vice President- January 17, 1996
- ------------------------------- Assistant General Counsel
(David K. Thompson)
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ------ ----
<S> <C> <C>
/s/ Sanford M. Litvack President and a Director January 17, 1996
- --------------------------------
(Sanford M. Litvack)
/s/ Stephen F. Bollenbach Senior Executive Vice January 17, 1996
- --------------------------------- President and Chief Financial
(Stephen F. Bollenbach) Officer
/s/ John J. Garand Senior Vice President- January 17, 1996
- --------------------------------- Planning and Control
(John J. Garand) (Chief Accounting Officer)
/s/ David K. Thompson Director January 17, 1996
- ---------------------------------
(David K. Thompson)
/s/ Marsha L. Reed Director January 17, 1996
- ---------------------------------
(Marsha L. Reed)
</TABLE>
S-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Burbank, State of
California, on the 17th day of January, 1996.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gregory L. Petersen Member, Investment and January 17, 1996
- ------------------------------- Administrative Committee of
(Gregory L. Petersen) The Walt Disney Company
Sponsored Qualified Benefit
Plans and Key Employees
Deferred Compensation and
Retirement Plan
</TABLE>
S-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description of Document Page
- ------- ----------------------- ------------
<C> <S> <C>
(4.1) Restated Certificate of Incorporation of the Registrant filed as Exhibit 3.1 to the
Registrant's Registration Statement on Form S-4, filed with the Commission on
November 13, 1995 (File No. 33-64141) is hereby incorporated by reference.............
(4.2) Amended Bylaws of the Registrant, filed as Exhibit 3.2 to the Registrant's
Registration Statement on Form S-4, filed with the Commission on November 13,
1995 (File No. 33-64141) is hereby incorporated by reference..........................
(4.3) Disney Salaried Savings and Investment Plan, as amended and restated, filed as
Exhibit 10(s) to The Walt Disney Company's Annual Report on Form 10-K for the
year ended September 30, 1995, is hereby incorporated by reference....................
(4.4) First Amendment to the Disney Salaried Savings and Investment Plan, dated
December 29, 1995, is filed herewith.................................................. 9
(4.5) Disney Salaried Savings and Investment Trust Agreement, dated June 30, 1992, filed
as Exhibit 10 to The Walt Disney Company's Quarterly Report on Form 10-Q for
the period ended June 30, 1992, is hereby incorporated by reference...................
(4.6) Amendment One to the Disney Salaried Savings and Investment Plan Trust
Agreement Dated September 30, 1992, is filed herewith................................. 11
(4.7) Second Amendment to Trust Agreement between Fidelity Management Trust
Company and The Walt Disney Company, dated November 1, 1995, is filed
herewith.............................................................................. 13
(23) Consent of Price Waterhouse LLP, independent accountants, is filed herewith........... 14
(24) Powers of attorney (included at page S-5).............................................
</TABLE>
S-8
<PAGE>
EXHIBIT 4.4
FIRST AMENDMENT
---------------
DISNEY SALARIED SAVINGS AND INVESTMENT PLAN
-------------------------------------------
WHEREAS, The Walt Disney Company ("Company") maintains the Disney
Salaried Savings and Investment Plan, as amended and restated effective
January 1, 1987 (the "Plan"); and
WHEREAS, Article 11 of the Plan authorizes the Committee under
the Plan to make certain Plan amendments, and this First Amendment may be
made by the Committee in accordance with such authorization; and
WHEREAS, the Committee adopted certain amendments to the Plan at
its meetings held on September 7, 1995 and December 5, 1995; and
WHEREAS, the Committee authorized the officers of the Company,
and each of them, to take any and all actions deemed necessary to
effectuate the intent of said Plan amendments and one of said acts is the
drafting and execution of formal plan amendments pursuant to said intent.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Effective as of December 5, 1995, Section 7.02(b) of the
Plan is amended by deleting the third sentence thereof in its entirety and
substituting the following therefor:
Such shares that are unallocated, if any, as of any voting record date, and
such shares as to which the Trustee receives no written instructions from
Participants, shall be voted by the Trustee on each matter in accordance
with directions received from a fiduciary independent of the Trustee and
the Company. Such independent fiduciary shall be appointed by the
Committee for the purpose of instructing the Trustee as to each such
matter.
2. Effective as of September 7, 1995, Section 11.01 is amended
in its entirety to read as follows:
11.01 AMENDMENT OF PLAN
The Company, acting through the Board of Directors reserves the right at
any time and from time to time, and retroactively if deemed necessary or
appropriate, to amend in whole or in part any or all of the provisions of
the Plan. Effective as of November 21, 1994, the Committee may also amend
the Plan provided that any amendment adopted by the Committee may not have
an impact on the Company's annual expense of more than five million
dollars, except that such five million dollar limitation shall not apply to
amendments necessary to comply with laws or regulations. However, no
amendment shall make it possible for any part of the funds of the Plan to
be used for, or diverted to, purposes other than for the exclusive benefit
of persons entitled to benefits under the Plan. No amendment shall be made
which has the effect of decreasing the accrued benefits of any Participant
or of reducing the nonforfeitable percentage of the accrued benefits of a
Participant below the nonforfeitable percentage computed under the Plan as
in effect on the date on which the amendment is adopted or, if later, the
date on which the amendment becomes effective. Any action required or
permitted to be taken by the Board of Directors or the Committee under the
Plan shall be by resolution adopted by the Board of Directors or the
Committee at a meeting held either in person or by telephone or other
electronic means, or by unanimous written consent in lieu of a meeting.
3. Effective as of September 7, 1995, Section 11.05(c) is
amended in its entirety to
<PAGE>
read as follows:
(c) After providing for payment of any expenses properly chargeable against
the Trust Fund, the Committee may direct the Trustee to distribute assets
remaining in the Trust Fund. Assets in any Suspense Account must be
returned to the Employers in kind. Distributions to Participants or
Beneficiaries may be in cash or in kind and are not subject to the regular
distribution provisions of this Plan except distributions must be in a form
that the Committee determines consistent with statutory requirements.
Except as specifically provided by law, the Committee's determination is
conclusive on all persons.
4. Effective as of September 7, 1995, Section 11.07 is deleted
in its entirety.
IN WITNESS WHEREOF, the Committee has caused this First Amendment
to the Plan to be executed by a duly authorized Company officer this 29th
day of December, 1995.
THE WALT DISNEY COMPANY
By: /s/ Gregory L. Petersen
---------------------------------
Its: Vice President
<PAGE>
EXHIBIT 4.6
AMENDMENT ONE TO THE
DISNEY SALARIED SAVINGS AND INVESTMENT PLAN
TRUST AGREEMENT DATED JUNE 30, 1992
WHEREAS, The Walt Disney Company ("Disney") and Fidelity Management Trust
Company ("Fidelity"), as Trustee for the Disney Salaried Savings and
Investment Plan (the "Plan"), heretofore entered into a Trust Agreement
dated June 30, 1992 with respect to the Plan;
NOW THEREFORE, on this 30th day of September, 1994, the undersigned, Disney
and Fidelity, hereby agree to amend the Trust Agreement for the Plan dated
as of June 30, 1992, as set forth in Article IX, Section 9.01 of said Trust
Agreement, as follows:
1) Section 4.13: Replace Section 4.13 with the following language:
Guaranteed Investment Contracts. In order to provide the necessary monies
--------------------------------
for exchanges or redemptions from the GIC investment option, if any, under
the Plan, Disney agrees that the Plan shall maintain a liquidity reserve
allocated to the Plan GIC investment option in a Mutual Fund ("Fidelity
Institutional Cash Portfolios: Money Market Portfolio: Class A") maintained
by the Trustee. Disney shall have the right to direct the Trustee as to
the manner in which the Trustee is to vote the Mutual Fund shares held in
any short-term investment fund or liquidity reserve.
2) Schedule D: Replace the original Schedule D with the revised Schedule
D which is attached to this Amendment.
3) Schedule E: Replace the original Schedule E with the revised Schedule
E which is attached to this Amendment.
4) Schedule H: Replace Section II of the Telephone Exchange Procedures
for Existing GICs with the following language:
Exchanges from GIC Fund to Mutual Funds
---------------------------------------
Participants who wish to exchange out of a GIC Fund into a mutual fund may
call on any business day. Shares of the mutual fund will be purchased on
the same day provided sufficient cash is held in liquidity reserve
allocated to the Plan GIC investment option in a Mutual Fund ("Fidelity
Institutional Cash Portfolios: Money Market Portfolio: Class A") maintained
by the Trustee. If there is not enough cash in the GIC fund, there may be
a short hold until cash is received from the insurance carrier.
5) Schedule H: Replace Section III of the Telephone Exchange Procedures
for Existing GICs with the following language:
Exchanges from GIC Fund to Sponsor Stock
----------------------------------------
Participants who wish to exchange out of GIC Fund into Sponsor Stock may
call: 1) between the 2nd and the 9th of the month. No calls will be
accepted after 4:00 p.m. (ET) on the 9th (or previous business day if the
9th is not a business day). GIC Fund Shares are redeemed on the 10th of
the month (or the previous business day if the 10th is not a business day)
provided sufficient cash is held in a liquidity reserve allocated to the
Plan GIC investment option in a Mutual Fund ("Fidelity Institutional Cash
Portfolios: Money Market Portfolio: Class A") maintained by the Trustee (or
previous business day if the 10th is not a business day), 2) between the
10th and the 19th of the month. No calls will be accepted after 4:00 p.m.
(ET) on the 19th (or previous business day if the 19th is not a business
day). GIC Fund shares are redeemed on the 20th of the month (or the
previous business day if the 20th is not a business day) provided
sufficient liquidity exists as above, or 3) between the 20th and the 1st of
the month. No calls will be accepted after
<PAGE>
4:00 p.m. (ET) on the 1st (or previous business day if the 1st is not a
business day). GIC Fund shares are redeemed on the 2nd of the month (or
the previous business day if the 2nd is not a business day) provided
sufficient liquidity exists as above. Sponsor Stock is purchased within
two (2) business days after the date on which the GIC Fund shares are
redeemed.
6) Schedule I: Add the prospectus for the Fidelity Institutional Cash
Portfolios: Money Market Portfolio: Class A which is attached to this
Amendment.
7) Except as expressly amended herein, all other sections of the Trust
Agreement shall remain unchanged.
8) Disney and Fidelity hereby consent to and authorize the modifications
being made as outlined herein, and do hereby agree that this Amendment
shall only be executed by an authorized representative of each party.
IN WITNESS WHEREOF, Disney and Fidelity have caused this Amendment One to
be executed by their duly authorized officers effective as of the day and
year first above written.
THE WALT DISNEY COMPANY FIDELITY MANAGEMENT TRUST COMPANY
By: /s/ Richard D. Nanula 9/14/94 By: /s/ Christina Epstein 9/30/94
-------------------------------- ----------------------------------
Its: Date Its: Date
<PAGE>
EXHIBIT 4.7
SECOND AMENDMENT TO TRUST AGREEMENT BETWEEN
FIDELITY MANAGEMENT TRUST COMPANY AND
THE WALT DISNEY COMPANY
THIS SECOND AMENDMENT, dated as of the first day of November, 1995, by and
between Fidelity Management Trust Company (the "Trustee") and The Walt Disney
Company ("Disney);
WITNESSETH;
WHEREAS, the Trustee and Disney heretofore entered into a Trust Agreement
dated July 1, 1992, with regard to the Disney Salaried Savings and Investment
Plan (the "Plan"); and
WHEREAS, the Trustee and Disney now desire to amend said trust agreement as
provided for in Section 10.12 thereof;
NOW THEREFORE, in consideration of the above premises the Trustee and
Disney hereby amend the trust agreement by:
(1) Deleting the last sentence in Section 4.08(a)(ii) and substituting
therefore the following:
With respect to the shares of Company Stock credited to a participant's accounts
for which it has received no directions from the participant, the Trustee shall
vote such shares in accordance with directions received from a fiduciary
independent of the Trustee and Disney. The Investment Committee shall appoint
such independent fiduciary to exercise such authority. The instructions of the
independent fiduciary shall be held in confidence by the Trustee and shall not
be divulged to Disney, or any officer or employee thereof, or any person.
(2) Deleting the last two sentences in Section 4.08(a)(iii) and
substituting therefore the following:
(iii) The Trustee shall vote the shares of Company Stock not credited
to participants' accounts, if any, in accordance with directions received from a
fiduciary independent of the Trustee and Disney. The Investment Committee shall
appoint such independent fiduciary to exercise such authority. The instructions
of the independent fiduciary shall be held in confidence by the Trustee and
shall not be divulged to Disney or any officer or employee thereof, or any other
person.
IN WITNESS WHEREOF, the Trustee and Disney have caused this Amendment to be
executed by their duly authorized officers effective as of the day and year
first above written.
THE WALT DISNEY COMPANY FIDELITY MANAGEMENT TRUST COMPANY
By: /s/ Gregory L. Peterson 1/2/96 By: /s/ John P. O'Reilly, Jr. 1/2/96
--------------------------------- ----------------------------------
Vice President Date Vice President Date
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8, of our report dated November 27, 1995, which appears on
page 32 of The Walt Disney Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995, and of our report dated June 5, 1995, which
appears on page F-2 of The Disney Salaried Savings and Investment Plan's Annual
Report on Form 10-K/A for the year ended December 31, 1994.
PRICE WATERHOUSE LLP
Los Angeles, California
January 15, 1996
